form10_q2q2013.htm





 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
 
FORM 10-Q
       (Mark one)
 
þ  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 
For the quarterly period ended June 30, 2013
 

 
                                         OR
   

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

 
For the transition period from _____ to _____
 

_________________________
 
 
Commission file number 000-53533
 

 
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
 
Transocean Logo

Zug, Switzerland
98-0599916
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
10 Chemin de Blandonnet
Vernier, Switzerland
1214
(Address of principal executive offices)
(Zip Code)
   
+41 (22) 930-9000
(Registrant’s telephone number, including area code)
   

_________________________
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þ   No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes þ   No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ    Accelerated filer ¨    Non-accelerated filer (do not check if a smaller reporting company) ¨    Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨   No þ
 

 
As of July 30, 2013, 360,410,783 shares were outstanding.
 





TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO FORM 10-Q
QUARTER ENDED JUNE 30, 2013

 
Page
 
 
 
 
 
 
 
 
     
 




 
-1-

 
PART I.                 FINANCIAL INFORMATION
 
 
Financial Statements
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)

   
Three months ended
June 30,
     
Six months ended
June 30,
 
   
2013
   
2012
     
2013
   
2012
 
                           
Operating revenues
                                 
Contract drilling revenues
 
$
2,321
   
$
2,174
     
$
4,466
   
$
4,188
 
Other revenues
   
76
     
155
       
128
     
251
 
     
2,397
     
2,329
       
4,594
     
4,439
 
Costs and expenses
                                 
Operating and maintenance
   
1,393
     
2,105
       
2,768
     
3,347
 
Depreciation
   
286
     
280
       
561
     
565
 
General and administrative
   
77
     
79
       
144
     
148
 
     
1,756
     
2,464
       
3,473
     
4,060
 
Loss on impairment
   
(37
)
   
       
(37
)
   
(140
)
Loss on disposal of assets, net
   
(2
)
   
(7
)
     
(9
)
   
(10
)
Operating income (loss)
   
602
     
(142
)
     
1,075
     
229
 
                                   
Other income (expense), net
                                 
Interest income
   
11
     
13
       
28
     
28
 
Interest expense, net of amounts capitalized
   
(146
)
   
(183
)
     
(303
)
   
(363
)
Other, net
   
(16
)
   
(6
)
     
(17
)
   
(24
)
     
(151
)
   
(176
)
     
(292
)
   
(359
)
Income (loss) from continuing operations before income tax expense
   
451
     
(318
)
     
783
     
(130
)
Income tax (benefit) expense
   
130
     
(15
)
     
149
     
19
 
Income (loss) from continuing operations
   
321
     
(303
)
     
634
     
(149
)
Loss from discontinued operations, net of tax
   
(10
)
   
       
(10
)
   
(136
)
                                   
Net income (loss)
   
311
     
(303
)
     
624
     
(285
)
Net income (loss) attributable to noncontrolling interest
   
4
     
1
       
(4
)
   
9
 
Net income (loss) attributable to controlling interest
 
$
307
   
$
(304
)
   
$
628
   
$
(294
)
                                   
Earnings (loss) per share-basic
                                 
Earnings (loss) from continuing operations
 
$
0.87
   
$
(0.86
)
   
$
1.76
   
$
(0.45
)
Loss from discontinued operations
   
(0.03
)
   
       
(0.03
)
   
(0.39
)
Earnings (loss) per share
 
$
0.84
   
$
(0.86
)
   
$
1.73
   
$
(0.84
)
                                   
Earnings (loss) per share-diluted
                                 
Earnings (loss) from continuing operations
 
$
0.87
   
$
(0.86
)
   
$
1.76
   
$
(0.45
)
Loss from discontinued operations
   
(0.03
)
   
       
(0.03
)
   
(0.39
)
Earnings (loss) per share
 
$
0.84
   
$
(0.86
)
   
$
1.73
   
$
(0.84
)
                                   
Weighted-average shares outstanding
                                 
Basic
   
360
     
353
       
360
     
352
 
Diluted
   
360
     
353
       
360
     
352
 
 
 
See accompanying notes.


 
-1-

 

 
 
 
 
TRANSOCEAN LTD. AND SUBSIDIARIES
(In millions)
(Unaudited)


 
   
Three months ended
June 30,
     
Six months ended
June 30,
 
   
2013
   
2012
     
2013
   
2012
 
                           
Net income (loss)
 
$
311
   
$
(303
)
   
$
624
   
$
(285
)
                                   
Other comprehensive income (loss) before reclassifications
                                 
Components of net periodic benefit costs
   
83
     
1
       
48
     
(27
)
Loss on derivative instruments
   
     
(3
)
     
(5
)
   
 
                                   
Reclassifications to net income
                                 
Components of net periodic benefit costs
   
13
     
10
       
27
     
23
 
Loss on derivative instruments
   
11
     
6
       
18
     
3
 
                                   
Other comprehensive income (loss) before income taxes
   
107
     
14
       
88
     
(1
)
Income taxes related to other comprehensive income (loss)
   
(1
)
   
1
       
     
(2
)
Other comprehensive income (loss), net of income taxes
   
106
     
15
       
88
     
(3
)
                                   
Total comprehensive income (loss)
   
417
     
(288
)
     
712
     
(288
)
Total comprehensive income (loss) attributable to noncontrolling interest
   
4
     
1
       
(3
)
   
9
 
Total comprehensive income (loss) attributable to controlling interest
 
$
413
   
$
(289
)
   
$
715
   
$
(297
)


See accompanying notes.

 
-2-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
(In millions, except share data)
(Unaudited)


   
June 30,
2013
 
December 31,
2012
Assets
         
Cash and cash equivalents
 
$
3,357
   
$
5,134
 
Accounts receivable, net of allowance for doubtful accounts
of $20 at June 30, 2013 and December 31, 2012
   
2,105
     
2,200
 
Materials and supplies, net of allowance for obsolescence
of $70 and $66 at June 30, 2013 and December 31, 2012, respectively
   
680
     
610
 
Assets held for sale
   
143
     
179
 
Deferred income taxes, net
   
167
     
142
 
Other current assets
   
414
     
382
 
Total current assets
   
6,866
     
8,647
 
                 
Property and equipment
   
27,525
     
26,967
 
Less accumulated depreciation
   
(7,461
)
   
(7,118
)
Property and equipment of consolidated variable interest entities, net of accumulated depreciation
   
992
     
1,031
 
Property and equipment, net
   
21,056
     
20,880
 
Goodwill
   
2,987
     
2,987
 
Other assets
   
1,306
     
1,741
 
Total assets
 
$
32,215
   
$
34,255
 
                 
Liabilities and equity
               
Accounts payable
 
$
921
   
$
1,047
 
Accrued income taxes
   
131
     
116
 
Debt due within one year
   
161
     
1,339
 
Debt of consolidated variable interest entities due within one year
   
30
     
28
 
Other current liabilities
   
2,552
     
2,933
 
Total current liabilities
   
3,795
     
5,463
 
                 
Long-term debt
   
10,460
     
10,929
 
Long-term debt of consolidated variable interest entities
   
148
     
163
 
Deferred income taxes, net
   
361
     
366
 
Other long-term liabilities
   
1,787
     
1,604
 
Total long-term liabilities
   
12,756
     
13,062
 
                 
Commitments and contingencies
               
                 
Shares, CHF 15.00 par value, 373,830,649 authorized, 167,617,649 conditionally authorized, 373,830,649 issued and 360,384,335 outstanding at June 30, 2013 and 402,282,355 authorized, 167,617,649 conditionally authorized, 373,830,649 issued and 359,505,251 outstanding at December 31, 2012
   
5,142
     
5,130
 
Additional paid-in capital
   
6,731
     
7,521
 
Treasury shares, at cost, 2,863,267 held at June 30, 2013 and December 31, 2012
   
(240
)
   
(240
)
Retained earnings
   
4,483
     
3,855
 
Accumulated other comprehensive loss
   
(434
)
   
(521
)
Total controlling interest shareholders’ equity
   
15,682
     
15,745
 
Noncontrolling interest
   
(18
)
   
(15
)
Total equity
   
15,664
     
15,730
 
Total liabilities and equity
 
$
32,215
   
$
34,255
 


See accompanying notes.

 
-3-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
(In millions)
(Unaudited)


   
Six months ended
June 30,
 
Six months ended
June 30,
   
2013
 
2012
 
2013
 
2012
   
Shares
 
Amount
Shares
                               
Balance, beginning of period
   
360
     
350
   
$
5,130
   
$
4,982
 
Issuance of shares under share-based compensation plans
   
     
     
12
     
11
 
Issuance of shares in exchange for noncontrolling interest
   
     
9
     
     
134
 
Balance, end of period
   
360
     
359
   
$
5,142
   
$
5,127
 
Additional paid-in capital
                               
Balance, beginning of period
                 
$
7,521
   
$
7,211
 
Share-based compensation
                   
49
     
48
 
Issuance of shares under share-based compensation plans
                   
(25
)
   
(17
)
Issuance of shares in exchange for noncontrolling interest
                   
     
233
 
Reclassification of obligation for distribution of qualifying additional paid-in capital
                   
(816
)
   
 
Other, net
                   
2
     
(3
)
Balance, end of period
                 
$
6,731
   
$
7,472
 
Treasury shares, at cost
                               
Balance, beginning of period
                 
$
(240
)
 
$
(240
)
Balance, end of period
                 
$
(240
)
 
$
(240
)
Retained earnings
                               
Balance, beginning of period
                 
$
3,855
   
$
4,180
 
Net income (loss) attributable to controlling interest
                   
628
     
(294
)
Fair value adjustment of redeemable noncontrolling interest
                   
     
(106
)
Balance, end of period
                 
$
4,483
   
$
3,780
 
Accumulated other comprehensive loss
                               
Balance, beginning of period
                 
$
(521
)
 
$
(496
)
Other comprehensive income (loss) attributable to controlling interest
                   
87
     
(3
)
Reclassification from redeemable noncontrolling interest
                   
     
(17
)
Balance, end of period
                 
$
(434
)
 
$
(516
)
Total controlling interest shareholders’ equity
                               
Balance, beginning of period
                 
$
15,745
   
$
15,637
 
Total comprehensive income (loss) attributable to controlling interest
                   
715
     
(297
)
Share-based compensation
                   
49
     
48
 
Issuance of shares under share-based compensation plans
                   
(13
)
   
(6
)
Issuance of shares in exchange for noncontrolling interest
                   
     
367
 
Fair value adjustment of redeemable noncontrolling interest
                   
     
(106
)
Reclassification from redeemable noncontrolling interest
                   
     
(17
)
Reclassification of obligation for distribution of qualifying additional paid-in capital
                   
(816
)
   
 
Other, net
                   
2
     
(3
)
Balance, end of period
                 
$
15,682
   
$
15,623
 
Noncontrolling interest
                               
Balance, beginning of period
                 
$
(15
)
 
$
(10
)
Total comprehensive loss attributable to noncontrolling interest
                   
(3
)
   
(4
)
Balance, end of period
                 
$
(18
)
 
$
(14
)
Total equity
                               
Balance, beginning of period
                 
$
15,730
   
$
15,627
 
Total comprehensive income (loss)
                   
712
     
(301
)
Share-based compensation
                   
49
     
48
 
Issuance of shares under share-based compensation plans
                   
(13
)
   
(6
)
Issuance of shares in exchange for noncontrolling interest
                   
     
367
 
Fair value adjustment of redeemable noncontrolling interest
                   
     
(106
)
Reclassification from redeemable noncontrolling interest
                   
     
(17
)
Reclassification of obligation for distribution of qualifying additional paid-in capital
                   
(816
)
   
 
Other, net
                   
2
     
(3
)
Balance, end of period
                 
$
15,664
   
$
15,609
 

See accompanying notes.

 
-4-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
(In millions)
(Unaudited)


   
Three months ended
June 30,
     
Six months ended
June 30,
 
   
2013
   
2012
     
2013
   
2012
 
                           
Cash flows from operating activities
                             
Net income (loss)
 
$
311
   
$
(303
)
   
$
624
   
$
(285
)
Adjustments to reconcile to net cash provided by operating activities
                                 
Amortization of drilling contract intangibles
   
(7
)
   
(12
)
     
(16
)
   
(23
)
Depreciation
   
286
     
280
       
561
     
565
 
Depreciation and amortization of assets in discontinued operations
   
     
65
       
     
135
 
Share-based compensation expense
   
28
     
25
       
49
     
48
 
Loss on impairment
   
37
     
       
37
     
140
 
Loss on impairment of assets in discontinued operations
   
     
12
       
     
105
 
Loss on disposal of assets, net
   
2
     
7
       
9
     
10
 
Gain on disposal of assets in discontinued operations, net
   
(3
)
   
(72
)
     
(18
)
   
(71
)
Amortization of debt issue costs, discounts and premiums, net
   
2
     
17
       
2
     
35
 
Deferred income taxes
   
(8
)
   
(26
)
     
(36
)
   
(43
)
Other, net
   
33
     
20
       
48
     
35
 
Changes in deferred revenue, net
   
(29
)
   
7
       
(35
)
   
(5
)
Changes in deferred expenses, net
   
(9
)
   
28
       
8
     
(21
)
Changes in operating assets and liabilities
   
(227
)
   
411
       
(711
)
   
374
 
Net cash provided by operating activities
   
416
     
459
       
522
     
999
 
                                   
Cash flows from investing activities
                                 
Capital expenditures
   
(352
)
   
(207
)
     
(840
)
   
(445
)
Capital expenditures for discontinued operations
   
     
(29
)
     
     
(51
)
Proceeds from disposal of assets, net
   
3
     
1
       
4
     
8
 
Proceeds from disposal of assets in discontinued operations, net
   
     
160
       
63
     
194
 
Proceeds from sale of preference shares
   
185
     
       
185
     
 
Other, net
   
3
     
13
       
12
     
25
 
Net cash used in investing activities
   
(161
)
   
(62
)
     
(576
)
   
(269
)
                                   
Cash flows from financing activities
                                 
Changes in short-term borrowings, net
   
     
(260
)
     
     
(260
)
Repayments of debt
   
(406
)
   
(173
)
     
(1,596
)
   
(320
)
Proceeds from restricted cash investments
   
78
     
84
       
206
     
192
 
Deposits to restricted cash investments
   
(45
)
   
(74
)
     
(104
)
   
(116
)
Distribution of qualifying additional paid-in capital
   
(204
)
   
       
(204
)
   
(278
)
Other, net
   
(10
)
   
8
       
(25
)
   
(1
)
Net cash used in financing activities
   
(587
)
   
(415
)
     
(1,723
)
   
(783
)
                                   
Net decrease in cash and cash equivalents
   
(332
)
   
(18
)
     
(1,777
)
   
(53
)
Cash and cash equivalents at beginning of period
   
3,689
     
3,982
       
5,134
     
4,017
 
Cash and cash equivalents at end of period
 
$
3,357
   
$
3,964
     
$
3,357
   
$
3,964
 


See accompanying notes.

 
-5-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
(Unaudited)


 
Note 1—Nature of Business
 
    Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells.  We specialize in technically demanding sectors of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services.  Our mobile offshore drilling fleet is considered one of the most versatile fleets in the world.  We contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells.  At June 30, 2013, we owned or had partial ownership interests in and operated 81 mobile offshore drilling units associated with our continuing operations.  At June 30, 2013, our fleet consisted of 47 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 23 Midwater Floaters, and 11 High-Specification Jackups.  At June 30, 2013, we also had six Ultra-Deepwater drillships and one High-Specification Jackup under construction or under contract to be constructed.  See Note 9—Drilling Fleet.
 
    We also provide oil and gas drilling management services, drilling engineering and drilling project management services outside the United States (“U.S.”) through Applied Drilling Technology Inc., our wholly owned subsidiary, and through ADT International, a division of one of our United Kingdom (“U.K.”) subsidiaries (together, “ADTI”).  ADTI conducts drilling management services primarily either on a dayrate or on a completed-project, fixed-price or turnkey basis.
 
    In November 2012, in connection with our efforts to dispose of non-strategic assets and to reduce our exposure to low-specification drilling units, we completed the sale of 38 drilling units to Shelf Drilling Holdings, Ltd. (together with its affiliates, “Shelf Drilling”).  See Note 7—Discontinued Operations.
 
 
Note 2—Significant Accounting Policies
 
    Basis of presentation—We have prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”).  Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements.  The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods.  Such adjustments are considered to be of a normal recurring nature unless otherwise noted.  Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or for any future period.  The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012 included in our annual report on Form 10-K filed on March 1, 2013.
 
    Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates and assumptions, including those related to our discontinued operations, allowance for doubtful accounts, materials and supplies obsolescence, property and equipment, investments, notes receivable, goodwill, income taxes, contingencies, share-based compensation, defined benefit pension plans and other postretirement benefits.  We base our estimates and assumptions on historical experience and on various other factors we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from such estimates.
 
    Fair value measurements—We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability.  Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”).  When multiple input levels are required for a valuation, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.
 
    Consolidation—We consolidate entities in which we have a majority voting interest and entities that meet the criteria for variable interest entities for which we are deemed to be the primary beneficiary for accounting purposes.  We eliminate intercompany transactions and accounts in consolidation.  We apply the equity method of accounting for an investment in an entity if we have the ability to exercise significant influence over the entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity criteria, but for which we are not deemed to be the primary beneficiary.  We apply the cost method of accounting for an investment in an entity if we do not have the ability to exercise significant influence over the unconsolidated entity.  See Note 4—Variable Interest Entities.
 

 
-6-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



    Share-based compensation—In the three and six months ended June 30, 2013, we recognized share-based compensation expense of $28 million and $49 million, respectively.  In the three and six months ended June 30, 2012, we recognized share-based compensation expense of $25 million and $48 million, respectively.
 
    Capitalized interest—We capitalize interest costs for qualifying construction and upgrade projects.  In the three and six months ended June 30, 2013, we capitalized interest costs on construction work in progress of $16 million and $37 million, respectively.  In the three and six months ended June 30, 2012, we capitalized interest costs on construction work in progress of $12 million and $25 million, respectively.
 
    Reclassifications—We have made certain reclassifications, which did not have an effect on net income, to prior period amounts to conform with the current period’s presentation, including certain reclassifications to our consolidated statements of operations and cash flows to present discontinued operations (see Note 7—Discontinued Operations).  Other reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.
 
    Subsequent events—We evaluate subsequent events through the time of our filing on the date we issue our financial statements.
 
 
Note 3—New Accounting Pronouncements
 
Recently adopted accounting standards
    Balance sheet—Effective January 1, 2013, we adopted the accounting standards update that expands the disclosure requirements for the offsetting of assets and liabilities related to certain financial instruments and derivative instruments.  The update requires disclosures to present both gross information and net information for financial instruments and derivative instruments that are eligible for net presentation due to a right of offset, an enforceable master netting arrangement or similar agreement.  Our adoption did not have a material effect on our disclosures contained in our notes to condensed consolidated financial statements.
 
    Accumulated other comprehensive income—Effective January 1, 2013, we adopted the accounting standards update that requires disclosure of additional information about reclassifications out of accumulated other comprehensive income and to present reclassifications by component when reporting changes in accumulated other comprehensive income balances.  For significant amounts that are reclassified out of accumulated other comprehensive income to net income in their entirety during the reporting period, the update requires disclosure, either on the face of the statement or in the notes, of the effect on the line items in the statement where net income is presented.  For significant amounts that are not required to be reclassified in their entirety to net income during the reporting period, the update requires cross-references in the notes to other disclosures that provide additional information about those amounts.  Our adoption did not have a material effect on our condensed consolidated statement of other comprehensive income or the disclosures contained in our notes to condensed consolidated financial statements.
 
 
Note 4—Variable Interest Entities
 
    Consolidated variable interest entities—The carrying amounts associated with our consolidated variable interest entities, after eliminating the effect of intercompany transactions, were as follows (in millions):
 
 
June 30, 2013
   
December 31, 2012
 
Assets
$
1,227
   
$
1,231
 
Liabilities
 
290
     
311
 
Net carrying amount
$
937
   
$
920
 
 

    Angola Deepwater Drilling Company Limited (“ADDCL”), a consolidated Cayman Islands company, and Transocean Drilling Services Offshore Inc. (“TDSOI”), a consolidated British Virgin Islands company, are variable interest entities for which we are the primary beneficiary.  Accordingly, we consolidate the operating results, assets and liabilities of ADDCL and TDSOI.
 
    Unconsolidated variable interest entities—As holder of two notes receivable, we hold a variable interest in Awilco Drilling plc (“Awilco”), a U.K. company listed on the Oslo Stock Exchange.  The notes receivable were originally accepted in exchange for, and are secured by, two drilling units.  The notes receivable have stated interest rates of nine percent and are payable in scheduled quarterly installments of principal and interest through maturity in January 2015.  We evaluate the credit quality and financial condition of Awilco quarterly.  At June 30, 2013 and December 31, 2012, the aggregate carrying amount of the notes receivable was $96 million and $105 million, respectively.  At June 30, 2013, our aggregate exposure to loss on the notes receivable was $96 million.
 

 
-7-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



 
Note 5—Impairments
 
    Assets held for sale—In the three and six months ended June 30, 2013, we recognized an aggregate loss of $37 million ($0.10 per diluted share from continuing operations), which had no tax effect, associated with the impairment of the Deepwater Floater Sedco 709 and the Midwater Floaters C. Kirk Rhein, Jr. and Sedco 703, all of which were classified as assets held for sale at the time of impairment.  We measured the impairments of the drilling units and related equipment as the amount by which the carrying amounts exceeded the estimated fair values less costs to sell.  We estimated the fair values of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including nonbinding sale and purchase agreements for the drilling units and related equipment to be sold for scrap value.  See Note 9—Drilling Fleet.
 
    Goodwill—During the six months ended June 30, 2012, we completed the measurement of the impairment that resulted from our annual goodwill impairment test for our contract drilling services reporting unit, performed as of October 1, 2011.  In the six months ended June 30, 2012, we recognized an incremental adjustment to our original estimate in the amount of $118 million ($0.34 per diluted share from continuing operations), which had no tax effect.  We estimated the implied fair value of the goodwill using a variety of valuation methods, including cost, income and market approaches.  Our estimate of fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of our contract drilling services reporting unit, such as future commodity prices, projected demand for our services, rig availability and dayrates.
 
    Definite-lived intangible assets—During the six months ended June 30, 2012, we determined that the customer relationships intangible asset associated with the U.K. operations of our drilling management services reporting unit was impaired due to the diminishing demand for our drilling management services.  We estimated the fair value of the customer relationships intangible asset using the multiperiod excess earnings method, a valuation methodology that applies the income approach.  We estimated fair value using significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the drilling management services reporting unit, such as future commodity prices, projected demand for our services, rig availability and dayrates.  In the six months ended June 30, 2012, as a result of our valuation, we determined that the carrying amount of the customer relationships intangible asset exceeded its fair value, and we recognized a loss on impairment of $22 million ($17 million, or $0.05 per diluted share from continuing operations, net of tax).
 
 
Note 6—Income Taxes
 
    Tax rate—Transocean Ltd., a holding company and Swiss resident, is exempt from cantonal and communal income tax in Switzerland, but is subject to Swiss federal income tax.  At the federal level, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are exempt from Swiss federal income tax.  Consequently, Transocean Ltd. expects dividends from its subsidiaries and capital gains from sales of investments in its subsidiaries to be exempt from Swiss federal income tax.
 
    Our provision for income taxes is based on the tax laws and rates applicable in the jurisdictions in which we operate and earn income.  The relationship between our provision for or benefit from income taxes and our income or loss before income taxes can vary significantly from period to period considering, among other factors, (a) the overall level of income before income taxes, (b) changes in the blend of income that is taxed based on gross revenues rather than income before taxes, (c) rig movements between taxing jurisdictions and (d) our rig operating structures.  Generally, our annual marginal tax rate is lower than our annual effective tax rate.
 
    In the six months ended June 30, 2013 and 2012, our estimated annual effective tax rates were 21.6 percent and 24.6 percent, respectively.  These rates were based on estimated annual income before income taxes for each period after adjusting for various discrete items, including certain immaterial adjustments to prior period tax expense.
 
    Unrecognized tax benefits—The liabilities related to our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense, were as follows (in millions):
 
   
June 30,
2013
   
December 31,
2012
 
Unrecognized tax benefits, excluding interest and penalties
 
$
370
   
$
382
 
Interest and penalties
   
185
     
199
 
Unrecognized tax benefits, including interest and penalties
 
$
555
   
$
581
 
 

 
    In the year ending December 31, 2013, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease, primarily due to the progression of open audits or the expiration of statutes of limitation.  In the six months ended June 30, 2013, we recognized current tax benefit of $49 million, including penalties and interest, associated with the settlement of disputes with tax authorities and the expiration of statutes of limitations.  It is reasonably possible that the total amount of our existing liabilities for unrecognized tax benefit could decrease by up to 13 percent or increase by up to 5 percent in the next 12 months.
 
    Tax returns—We file federal and local tax returns in several jurisdictions throughout the world.  With few exceptions, such as those noted below, we are no longer subject to examinations of our U.S. and non-U.S. tax matters for years prior to 2006.
 

 
-8-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



    Our tax returns in the major jurisdictions in which we operate, other than the U.S., Norway and Brazil, which are mentioned below, are generally subject to examination for periods ranging from three to six years.  We have agreed to extensions beyond the statute of limitations in two major jurisdictions for up to 18 years.  Tax authorities in certain jurisdictions are examining our tax returns and in some cases have issued assessments.  We are defending our tax positions in those jurisdictions.  While we cannot predict or provide assurance as to the outcome of these proceedings, we do not expect the ultimate liability to have a material adverse effect on our consolidated statement of financial position or results of operations, although it may have a material adverse effect on our consolidated cash flows.
 
    U.S. tax investigations—In February 2012, we received an assessment from the U.S. tax authorities related to our 2008 and 2009 U.S. federal income tax returns.  The significant issues raised in the assessment relate to transfer pricing for certain charters of drilling rigs between our subsidiaries and the creation of intangible assets resulting from the performance of engineering services between our subsidiaries.  With respect to transfer pricing issues related to certain charters of drilling rigs in 2008 and 2009, we reached an agreement with the U.S. tax authorities in December 2012, to settle this issue and other issues raised during the audit for $36 million, excluding interest and penalties.  The only remaining issue outstanding for these years relates to an asserted creation of intangible assets resulting from the performance of engineering services between our subsidiaries for which a royalty is asserted.  The initial assessment issued by the tax authorities on this item, if sustained, would result in net adjustments of approximately $363 million of additional taxes, excluding interest and penalties.  An unfavorable outcome on this adjustment could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.  Furthermore, if the authorities were to continue to pursue this position with respect to subsequent years and were successful in such assertion, our effective tax rate on worldwide earnings with respect to years following 2009 could increase substantially, and could have a material adverse effect on our consolidated results of operations and cash flows.  We believe our U.S. federal income tax returns are materially correct as filed, and we intend to continue to vigorously defend against all claims to the contrary.
 
    Norway tax investigations and trial—Norwegian civil tax and criminal authorities are investigating various transactions undertaken by our subsidiaries in 1999, 2001 and 2002 as well as the actions of certain employees of our former external tax advisors on these transactions.  The authorities issued tax assessments of approximately $117 million, plus interest, related to the migration of a subsidiary that was previously subject to tax in Norway, approximately $70 million, plus interest, related to a 2001 dividend payment, and approximately $7 million, plus interest, related to certain foreign exchange deductions and dividend withholding tax.  We have provided a parent company guarantee in the amount of approximately $119 million with respect to one of these tax disputes.  Furthermore, we may be required to provide some form of additional financial security, in an amount up to $220 million, including interest and penalties, for other assessed amounts as these disputes are appealed and addressed by the Norwegian courts.  The authorities are seeking penalties of 60 percent on most but not all matters.  In November 2012, the Norwegian district court in Oslo heard the case regarding the disputed tax assessment of approximately $117 million related to the migration of our subsidiary.  On March 1, 2013, the Norwegian district court in Oslo overturned the tax assessment and ruled in our favor.  The tax authorities have filed an appeal.  We believe that our Norwegian tax returns are materially correct as filed, and we intend to continue to vigorously defend ourselves against all claims to the contrary.  In addition, we expect to file or have filed appeals to the two other tax assessments.
 
    In June 2011, the Norwegian authorities issued criminal indictments against two of our subsidiaries alleging misleading or incomplete disclosures in Norwegian tax returns for the years 1999 through 2002, as well as inaccuracies in Norwegian statutory financial statements for the years ended December 31, 1996 through 2001.  The criminal trial commenced in December 2012.  Two employees of our former external tax advisors were also issued criminal indictments with respect to the disclosures in our tax returns, and our former external Norwegian tax attorney was issued criminal indictments related to certain of our restructuring transactions and the 2001 dividend payment.  We believe the charges brought against us are without merit and do not alter our technical assessment of the underlying claims.  In January 2012, the Norwegian authorities supplemented the previously issued criminal indictments by issuing a financial claim of approximately $313 million, jointly and severally, against our two subsidiaries, the two external tax advisors and the external tax attorney.  In February 2012, the authorities dropped the previously existing civil tax claim related to a certain restructuring transaction.  In April 2012, the Norwegian tax authorities supplemented the previously issued criminal indictments against our two subsidiaries by extending a criminal indictment against a third subsidiary, alleging misleading or incomplete disclosures in Norwegian tax returns for the years 2001 and 2002.  In May 2013, the Norwegian authorities dropped the financial claim of approximately $313 million against one of our subsidiaries and the criminal case related to the migration case of another subsidiary.  We believe our Norwegian tax returns are materially correct as filed, and we intend to continue to vigorously contest any assertions to the contrary by the Norwegian civil and criminal authorities in connection with the various transactions being investigated.  An unfavorable outcome on the Norwegian civil or criminal tax matters could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
    Brazil tax investigations—Certain of our Brazilian income tax returns for the years 2000 through 2004 are currently under examination.  The Brazilian tax authorities have issued tax assessments totaling $97 million, plus a 75 percent penalty in the amount of $73 million and interest through December 31, 2011 in the amount of $155 million.  We believe our returns are materially correct as filed, and we are vigorously contesting these assessments.  On January 25, 2008, we filed a protest letter with the Brazilian tax authorities, and we are currently engaged in the appeals process.  An unfavorable outcome on these proposed assessments could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 

 
 
 
 
-9-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



    Other tax matters—We conduct operations through our various subsidiaries in a number of countries throughout the world.  Each country has its own tax regimes with varying nominal rates, deductions and tax attributes.  From time to time, we may identify changes to previously evaluated tax positions that could result in adjustments to our recorded assets and liabilities.  Although we are unable to predict the outcome of these changes, we do not expect the effect, if any, resulting from these adjustments to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Note 7—Discontinued Operations
 
Summarized results of discontinued operations
    The summarized results of operations included in income from discontinued operations were as follows (in millions):
 
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
Operating revenues
 
$
229
   
$
248
   
$
469
   
$
478
 
Operating and maintenance expense
   
(233
)
   
(255
)
   
(482
)
   
(478
)
Depreciation and amortization expense
   
     
(65
)
   
     
(135
)
Loss on impairment of assets in discontinued operations, net
   
     
(12
)
   
     
(105
)
Gain on disposal of assets in discontinued operations, net
   
3
     
72
     
18
     
71
 
Income (loss) from discontinued operations before income tax expense
   
(1
)
   
(12
)
   
5
     
(169
)
Income tax benefit (expense)
   
(9
)
   
12
     
(15
)
   
33
 
Income (loss) from discontinued operations, net of tax
 
$
(10
)
 
$
   
$
(10
)
 
$
(136
)
 

 
Assets and liabilities of discontinued operations
    The carrying amounts of the major classes of assets and liabilities associated with our discontinued operations were classified as follows (in millions):
 
 
   
June 30,
2013
   
December 31,
2012
 
Assets
               
Rigs and related equipment, net
 
$
59
   
$
104
 
Materials and supplies, net
   
68
     
71
 
Other related assets
   
7
     
4
 
Assets held for sale
 
$
134
   
$
179
 
                 
Liabilities
               
Deferred revenues
 
$
57
   
$
32
 
Other liabilities
   
     
3
 
Other current liabilities
 
$
57
   
$
35
 

 
 
 
-10-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)


 
Standard Jackup and swamp barge contract drilling operations
    Overview—In September 2012, in connection with our efforts to dispose of non-strategic assets and to reduce our exposure to low-specification drilling units, we committed to a plan to discontinue operations associated with the Standard Jackup and swamp barge asset groups, components of our contract drilling services operating segment.  At June 30, 2013, the remaining Standard Jackups, which were not sold in the sale transactions with Shelf Drilling, including GSF Rig 127, GSF Rig 134, Trident IV-A and Trident VI, and related equipment, were classified as held for sale with an aggregate carrying amount of $63 million, including $4 million in materials and supplies.  At December 31, 2012, the remaining Standard Jackups, which were not sold in the sale transactions with Shelf Drilling, including D.R. Stewart, GSF Adriatic VIII, GSF Rig 127, GSF Rig 134, Interocean III, Trident IV-A and Trident VI, and related equipment, were classified as held for sale with an aggregate carrying amount of $112 million, including $8 million in materials and supplies.
 
    Impairments—In the three and six months ended June 30, 2012, we recognized aggregate losses of $12 million ($0.03 per diluted share) and $29 million ($0.08 per diluted share), respectively, which had no tax effect in either period, associated with the impairment of GSF Adriatic II and GSF Rig 136, which were classified as assets held for sale at the time of impairment.  We measured the impairment of the drilling unit and related equipment as the amount by which the carrying amount exceeded the estimated fair value less costs to sell.  We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including a binding sale and purchase agreement for the drilling unit and related equipment.
 
    Sale transactions with Shelf Drilling—In November 2012, we completed the sale of 38 drilling units to Shelf Drilling in exchange for cash proceeds of $568 million, subject to post-closing adjustments, and non-cash proceeds in the form of preference shares that had a stated value of $196 million and an estimated fair value of $194 million, including the fair value associated with embedded derivatives.  In June 2013, we sold the preference shares to an unaffiliated party for cash proceeds of $185 million and, in the three and six months ended June 30, 2013, we recognized a loss of $10 million ($0.03 per diluted share), recorded in other expense, net, which had no tax effect, associated with the sale.
 
    For a transition period following the completion of the sale transactions with Shelf Drilling, we agreed to continue to operate a substantial portion of the Standard Jackups under operating agreements with Shelf Drilling and to provide certain other transition services to Shelf Drilling.  Under the operating agreements, we have agreed to remit the collections from our customers under the associated drilling contracts to Shelf Drilling, and Shelf Drilling has agreed to reimburse us for our direct costs and expenses incurred while operating the Standard Jackups on behalf of Shelf Drilling with certain exceptions.  Amounts due to Shelf Drilling under the operating agreements and transition services agreement may be contractually offset against amounts due from Shelf Drilling.  The costs to us for providing such operating and transition services, including allocated indirect costs, may exceed the amounts we receive from Shelf Drilling for providing such services.
 
    Under the operating agreements, we agreed to continue to operate these Standard Jackups on behalf of Shelf Drilling for periods ranging from nine months to 27 months or until expiration or novation of the underlying drilling contracts by Shelf Drilling.  As of June 30, 2013, we operated 24 Standard Jackups under operating agreements with Shelf Drilling.  Until the expiration or novation of such drilling contracts, we retain possession of the materials and supplies associated with the Standard Jackups that we operate under the operating agreement.  At June 30, 2013 and December 31, 2012, the materials and supplies associated with the drilling units that we operated under operating agreements with Shelf Drilling had an aggregate carrying amount of $64 million and $63 million, respectively.  Under a transition services agreement, we agreed to provide certain transition services for a period of up to 18 months following the completion of the sale transactions.
 
    For a period of up to three years following the closing of the sale transactions, we have agreed to provide to Shelf Drilling up to $125 million of financial support by maintaining letters of credit, surety bonds and guarantees for various contract bidding and performance activities associated with the drilling units sold to Shelf Drilling and in effect at the closing of the sale transactions.  At the time of the sale transactions, we had $113 million of outstanding letters of credit, issued under our committed and uncommitted credit lines, in support of rigs sold to Shelf Drilling.  Included within the $125 million maximum amount, we agreed to provide up to $65 million of additional financial support in connection with any new drilling contracts related to such drilling units.  Shelf Drilling is required to reimburse us in the event that any of these instruments are called.  At June 30, 2013 and December 31, 2012, we had $102 million and $113 million, respectively, of outstanding letters of credit, issued under our committed and uncommitted credit lines, in support of drilling units sold to Shelf Drilling.  See Note 13—Commitments and Contingencies.
 
    Other dispositions—During the six months ended June 30, 2013, we completed the sale of the Standard Jackups D.R. Stewart, Interocean III and GSF Adriatic VIII along with related equipment.  In the six months ended June 30, 2013, in connection with the disposal of these assets, we received aggregate net cash proceeds of $63 million, and we recognized an aggregate net gain of $15 million ($0.04 per diluted share), which had no tax effect.  In the three and six months ended June 30, 2013, we recognized an aggregate net gain of $3 million associated with the disposal of unrelated assets.  In June 2013, we entered into an agreement to sell the Standard Jackup Trident IV-A and related equipment.
 

 
-11-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



    During the six months ended June 30, 2012, we completed the sales of the Standard Jackups GSF Adriatic II, GSF Rig 136, Roger W. Mowell, Transocean Nordic and Transocean Shelf Explorer and related equipment.  In the three and six months ended June 30, 2012, in connection with the disposal of these assets, we received aggregate net cash proceeds of $145 million and $179 million, respectively, and we recognized an aggregate net gain of $64 million ($0.18 per diluted share from continuing operations), which had no tax effect.  In the three and six months ended June 30, 2012, we recognized aggregate net losses of $2 million and $3 million, respectively, associated with the disposal of unrelated assets.
 
 
U.S. Gulf of Mexico drilling management services
    Overview—In March 2012, we announced our intent to discontinue drilling management operations in the shallow waters of the U.S. Gulf of Mexico, a component of our drilling management services operating segment, upon completion of our then existing contracts.  We elected to exit this market based on the declining market outlook for these services in the shallow waters of the U.S. Gulf of Mexico as well as the more difficult regulatory environment for obtaining drilling permits.  In December 2012, we completed the final drilling management project and discontinued offering our drilling management services in this region.
 
    Impairments—During the six months ended June 30, 2012, we determined that the customer relationships intangible asset associated with the U.S. operations of our drilling management services reporting unit was impaired due to the declining market outlook for these services in the shallow waters of the U.S. Gulf of Mexico as well as the increased regulatory environment for obtaining drilling permits and the diminishing demand for our drilling management services.  We estimated the fair value of the customer relationships intangible asset using the multiperiod excess earnings method, a valuation methodology that applies the income approach.  We estimated fair value using significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the drilling management services reporting unit, such as future commodity prices, projected demand for our services, rig availability and dayrates.  As a result of our valuation, we determined that the carrying amount of the customer relationships intangible asset exceeded its fair value, and in the six months ended June 30, 2012, we recognized a loss on impairment of $31 million ($20 million or $0.06 per diluted share, net of tax).
 
    During the six months ended June 30, 2012, we determined that the trade name intangible asset associated with our drilling management services reporting unit was impaired due to the declining market outlook for these services in the shallow waters of the U.S. Gulf of Mexico as well as the increased regulatory environment for obtaining drilling permits and the diminishing demand for drilling management services.  We estimated the fair value of the trade name intangible asset using the relief from royalty method, a valuation methodology that applies the income approach.  We estimated fair value using significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the drilling management services reporting unit, such as future commodity prices, projected demand for drilling management services, rig availability and dayrates.  As a result of our valuation, we determined that the carrying amount of the trade name intangible asset exceeded its fair value, and in the six months ended June 30, 2012, we recognized a loss on impairment of $39 million ($25 million or $0.07 per diluted share, net of tax).
 
 
Oil and gas properties
    Overview—In March 2011, in connection with our efforts to dispose of non-strategic assets, we engaged an unaffiliated advisor to coordinate the sale of the assets of our oil and gas properties reporting unit, formerly a component of our other operations segment, which comprised the exploration, development and production activities performed by Challenger Minerals Inc., Challenger Minerals (North Sea) Limited and Challenger Minerals (Ghana) Limited, our wholly owned oil and gas subsidiaries.  During the year ended December 31, 2012, we completed the sale of these assets.
 
    Impairment—In the six months ended June 30, 2012, we recognized a loss of $6 million ($4 million or $0.01 per diluted share, net of tax) associated with the impairment of our oil and gas properties, which were classified as assets held for sale at the time of impairment, since the carrying amount of the properties exceeded the estimated fair value less costs to sell the properties.  We estimated fair value based on significant other observable inputs, representative of a Level 2 fair value measurement, including a binding sale and purchase agreement for the properties.
 
    Dispositions—In April 2012, we completed the sale of the assets of Challenger Minerals Inc. for net cash proceeds of $7 million.  In May 2012, we received additional cash proceeds of $10 million from the buyer of Challenger Minerals (North Sea) Limited, and in the three and six months ended June 30, 2012, we recognized a gain of $10 million associated with the disposal of assets in discontinued operations.
 

 
-12-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



 
Note 8—Earnings Per Share
 
    The numerator and denominator used for the computation of basic and diluted per share earnings from continuing operations were as follows (in millions, except per share data):
 
 
 
   
Three months ended June 30,
   
Six months ended June 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
Basic
   
Diluted
   
Basic
   
Diluted
   
Basic
   
Diluted
   
Basic
 
Diluted
 
Numerator for earnings (loss) per share
                                               
Income (loss) from continuing operations attributable to controlling interest
 
$
317
   
$
317
   
$
(304
)
 
$
(304
)
 
$
638
   
$
638
   
$
(158
)
 
$
(158
)
Undistributed earnings allocable to participating securities
   
(3
)
   
(3
)
   
     
     
(6
)
   
(6
)
   
     
 
Income (loss) from continuing operations available to  shareholders
 
$
314
   
$
314
   
$
(304
)
 
$
(304
)
 
$
632
   
$
632
   
$
(158
)
 
$
(158
)
                                                                 
Denominator for earnings (loss) per share
                                                               
Weighted-average shares outstanding
   
360
     
360
     
353
     
353
     
360
     
360
     
352
     
352
 
Effect of stock options and other share-based awards
   
     
     
     
     
     
     
     
 
Weighted-average shares for per share calculation
   
360
     
360
     
353
     
353
     
360
     
360
     
352
     
352
 
                                                                 
Per share earnings (loss) from continuing operations
 
$
0.87
   
$
0.87
   
$
(0.86
)
 
$
(0.86
)
 
$
1.76
   
$
1.76
   
$
(0.45
)
 
$
(0.45
)
 
 
    In the three and six months ended June 30, 2013, we excluded 2.4 million and 2.3 million share-based awards, respectively, from the calculation since the effect would have been anti-dilutive.  In the three and six months ended June 30, 2012, we excluded 2.2 million and 2.0 million share-based awards, respectively, from the calculation since the effect would have been anti-dilutive.
 

 
-13-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



 
Note 9—Drilling Fleet
 
    Construction work in progress—Capital expenditures and other capital additions, including capitalized interest, for the six months ended June 30, 2013 and 2012 were as follows (in millions):
 
   
Six months ended June 30,
 
   
2013
     
2012
 
Construction work in progress, at beginning of period
 
$
1,972
   
$
1,360
 
                 
Newbuild construction program
               
Ultra-Deepwater Floater TBN1 (a)
   
84
     
 
Ultra-Deepwater Floater TBN2 (a)
   
82
     
 
Ultra-Deepwater Floater TBN3 (a)
   
4
     
 
Ultra-Deepwater Floater TBN4 (a)
   
3
     
 
Transocean Ao Thai (b)
   
13
     
45
 
Deepwater Asgard (c)
   
24
     
21
 
Deepwater Invictus (c)
   
25
     
13
 
Transocean Siam Driller (d) (e)
   
74
     
26
 
Transocean Andaman (d) (e)
   
82
     
26
 
Transocean Honor (e) (f)
   
     
35
 
Other construction projects and capital additions
   
449
     
279
 
Total capital expenditures
   
840
     
445
 
Changes in accrued capital expenditures
   
(29
)
   
18
 
                 
Property and equipment placed into service
               
Transocean Andaman (d)
   
(242
)
   
 
Transocean Siam Driller (d)
   
(236
)
   
 
Transocean Honor (f)
   
     
(262
)
Other property and equipment
   
(502
)
   
(304
)
Construction work in progress, at end of period
 
$
1,803
   
$
1,257
 
____________________________________
(a)
Our four newbuild Ultra-Deepwater drillships, under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, are expected to commence operations in the fourth quarter of 2015, the second quarter of 2016, the fourth quarter of 2016 and the first quarter of 2017.
 
(b)
Transocean Ao Thai, a Keppel FELS Super B class design High-Specification Jackup under construction at Keppel FELS’ yard in Singapore, is expected to commence operations in the fourth quarter of 2013.
 
(c)
Deepwater Asgard and Deepwater Invictus, two Ultra-Deepwater drillships under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, are expected to commence operations in the first quarter of 2014 and third quarter of 2014, respectively.
 
(d)
Transocean Siam Driller and Transocean Andaman, two Keppel FELS Super B class design High-Specification Jackups, commenced operations in March 2013 and May 2013, respectively.
 
(e)
The accumulated construction costs of this rig are no longer included in construction work in progress, as the construction project had been completed as of June 30, 2013.
 
(f)
Transocean Honor, a PPL Pacific Class 400 design High-Specification Jackup, owned through our 70 percent interest in TDSOI, commenced operations in May 2012.  The costs presented above represent 100 percent of TDSOI’s expenditures in the construction of Transocean Honor.
 
 
    Dispositions—In June 2013, in connection with our efforts to dispose of non-strategic assets, we committed to plans to sell the Deepwater Floater Sedco 709 and the Midwater Floaters C. Kirk Rhein, Jr. and Sedco 703 along with related equipment.  At June 30, 2013, these drilling units and related equipment were classified as assets held for sale with an aggregate carrying amount of $9 million.  See Note 5—Impairments.
 

 
-14-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



Note 10—Debt
 
    Debt, net of unamortized discounts, premiums and fair value adjustments, was comprised of the following (in millions):
 
 
June 30, 2013
   
December 31, 2012
 
 
Transocean
Ltd.
and
subsidiaries
   
Consolidated
variable
interest
entities
   
Consolidated
total
   
Transocean
Ltd.
and
subsidiaries
   
Consolidated
variable
interest
entities
   
Consolidated
total
 
5% Notes due February 2013
$
   
$
   
$
   
$
250
   
$
   
$
250
 
5.25% Senior Notes due March 2013 (a)
 
     
     
     
502
     
     
502
 
TPDI Credit Facilities due March 2015
 
     
     
     
403
     
     
403
 
4.95% Senior Notes due November 2015 (a)
 
1,115
     
     
1,115
     
1,118
     
     
1,118
 
Callable Bonds due February 2016
 
     
     
     
282
     
     
282
 
5.05% Senior Notes due December 2016 (a)
 
999
     
     
999
     
999
     
     
999
 
2.5% Senior Notes due October 2017 (a)
 
748
     
     
748
     
748
     
     
748
 
ADDCL Credit Facilities due December 2017
 
     
178
     
178
     
     
191
     
191
 
Eksportfinans Loans due January 2018
 
661
     
     
661
     
797
     
     
797
 
6.00% Senior Notes due March 2018 (a)
 
998
     
     
998
     
998
     
     
998
 
7.375% Senior Notes due April 2018 (a)
 
247
     
     
247
     
247
     
     
247
 
6.50% Senior Notes due November 2020 (a)
 
900
     
     
900
     
899
     
     
899
 
6.375% Senior Notes due December 2021 (a)
 
1,199
     
     
1,199
     
1,199
     
     
1,199
 
3.8% Senior Notes due October 2022 (a)
 
745
     
     
745
     
745
     
     
745
 
7.45% Notes due April 2027 (a)
 
97
     
     
97
     
97
     
     
97
 
8% Debentures due April 2027 (a)
 
57
     
     
57
     
57
     
     
57
 
7% Notes due June 2028
 
311
     
     
311
     
311
     
     
311
 
Capital lease contract due August 2029
 
647
     
     
647
     
657
     
     
657
 
7.5% Notes due April 2031 (a)
 
598
     
     
598
     
598
     
     
598
 
1.50% Series C Convertible Senior Notes due December 2037 (a)
 
     
     
     
62
     
     
62
 
6.80% Senior Notes due March 2038 (a)
 
999
     
     
999
     
999
     
     
999
 
7.35% Senior Notes due December 2041 (a)
 
300
     
     
300
     
300
     
     
300
 
Total debt
 
10,621
     
178
     
10,799
     
12,268
     
191
     
12,459
 
Less debt due within one year
                                             
5% Notes due February 2013
 
     
     
     
250
     
     
250
 
5.25% Senior Notes due March 2013 (a)
 
     
     
     
502
     
     
502
 
TPDI Credit Facilities due March 2015
 
     
     
     
70
     
     
70
 
Callable Bonds due February 2016
 
     
     
     
282
     
     
282
 
ADDCL Credit Facilities due December 2017
 
     
30
     
30
     
     
28
     
28
 
Eksportfinans Loans due January 2018
 
140
     
     
140
     
153
     
     
153
 
Capital lease contract due August 2029
 
21
     
     
21
     
20
     
     
20
 
1.50% Series C Convertible Senior Notes due December 2037 (a)
 
     
     
     
62
     
     
62
 
Total debt due within one year
 
161
     
30
     
191
     
1,339
     
28
     
1,367
 
Total long-term debt
$
10,460
   
$
148
   
$
10,608
   
$
10,929
   
$
163
   
$
11,092
 
___________________________________________

(a)
Transocean Inc., a 100 percent owned subsidiary of Transocean Ltd., is the issuer of certain notes and debentures, which have been guaranteed by Transocean Ltd.  Transocean Ltd. has also guaranteed borrowings under the Five-Year Revolving Credit Facility and the Three-Year Secured Revolving Credit Facility.  Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or return of capital distributions.  See Note 17—Condensed Consolidating Financial Information.
 

 
-15-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)


 
    Scheduled maturities—At June 30, 2013, the scheduled maturities of our debt were as follows (in millions):
 
   
Transocean
Ltd.
and subsidiaries
   
Consolidated
variable
interest
entities
   
Consolidated
total
 
Twelve months ending June 30,
                 
2014
 
$
161
   
$
30
   
$
191
 
2015
   
163
     
31
     
194
 
2016
   
1,264
     
62
     
1,326
 
2017
   
1,166
     
36
     
1,202
 
2018
   
2,130
     
19
     
2,149
 
Thereafter
   
5,731
     
     
5,731
 
Total debt, excluding unamortized discounts, premiums and fair value adjustments
   
10,615
     
178
     
10,793
 
Total unamortized discounts, premiums and fair value adjustments, net
   
6
     
     
6
 
Total debt
 
$
10,621
   
$
178
   
$
10,799
 
 
 
    Five-Year Revolving Credit Facility—We have a $2.0 billion five-year revolving credit facility, established under a bank credit agreement dated November 1, 2011, as amended, that is scheduled to expire on November 1, 2016 (the “Five-Year Revolving Credit Facility”).  We pay a facility fee on the daily unused amount of the underlying commitment, which ranges from 0.125 percent to 0.325 percent, based on the credit rating of our non-credit enhanced senior unsecured long-term debt (“Debt Rating”), and was 0.275 percent at June 30, 2013.  At June 30, 2013, we had $24 million in letters of credit issued and outstanding, we had no borrowings outstanding, and we had $2.0 billion of available borrowing capacity under the Five-Year Revolving Credit Facility.
 
    Three-Year Secured Revolving Credit Facility—We have a $900 million three-year secured revolving credit facility, established under a bank credit agreement dated October 25, 2012, that is scheduled to expire on October 25, 2015 (the “Three-Year Secured Revolving Credit Facility”).  We pay a facility fee on the daily unused amount of the underlying commitment, which ranges from 0.125 percent to 0.50 percent depending on our Debt Rating, and was 0.375 percent at June 30, 2013.  At June 30, 2013, we had no borrowings outstanding, and we had $900 million of available borrowing capacity under the Three-Year Secured Revolving Credit Facility.
 
    Borrowings under the Three-Year Secured Revolving Credit Facility are secured by the Ultra-Deepwater Floaters Deepwater Champion, Discoverer Americas and Discoverer Inspiration.  At June 30, 2013 and December 31, 2012, the aggregate carrying amount of Deepwater Champion, Discoverer Americas and Discoverer Inspiration was $2.3 billion.
 
    5% Notes—On February 15, 2013, we repaid the outstanding $250 million aggregate principal amount of the 5% Notes due February 2013 as of the stated maturity date.
 
    5.25% Senior Notes—On March 15, 2013, we repaid the outstanding $500 million aggregate principal amount of the 5.25% Senior Notes due March 2013 as of the stated maturity date.
 
    TPDI Credit Facilities—We had a $1.265 billion secured credit facility, comprised of a $1.0 billion senior term loan, a $190 million junior term loan and a $75 million revolving credit facility, established under a bank credit agreement dated October 28, 2008, that was scheduled to expire in March 2015 (the “TPDI Credit Facilities”).  One of our subsidiaries participated in the senior and junior term loans with an aggregate commitment of $595 million.
 
    Under the TPDI Credit Facilities, we were required to satisfy certain liquidity requirements, including a requirement to maintain certain cash balances in restricted accounts for the payment of scheduled installments.  At December 31, 2012, we had cash investments of $23 million restricted for the TPDI Credit Facilities, and we had an outstanding letter of credit in the amount of $60 million to satisfy additional liquidity requirements under the TPDI Credit Facilities.
 
    In June 2013, we repaid the $735 million of borrowings outstanding under the TPDI Credit Facilities, of which $367 million was paid to one of our subsidiaries and eliminated in consolidation.  Upon repayment of all borrowings, we terminated the TPDI Credit Facilities.  In the three and six months ended June 30, 2013, we recognized a loss of $1 million associated with the retirement of debt.  See Note 11—Derivatives and Hedging.
 

 
-16-

 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)



    Callable Bonds—Aker Drilling was the obligor for the FRN Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 (the “FRN Callable Bonds”) and the 11% Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 (the “11% Callable Bonds,” and together with the FRN Callable Bonds, the “Callable Bonds”), which were publicly traded on the Oslo Stock Exchange.  On March 6, 2013, we redeemed the FRN Callable Bonds and the 11% Callable Bonds with aggregate outstanding principal amounts of NOK 940 million and NOK 560 million, equivalent to $164 million and $98 million, respectively, using an exchange rate of NOK 5.73 to $1.00.  In connection with the redemption, we made an aggregate cash payment of NOK 1,567 million, equivalent to $273 million.  In the six months ended June 30, 2013, we recognized a loss of $1 million associated with the retirement of debt.  See Note 11—Derivatives and Hedging.
 
    ADDCL Credit Facilities—ADDCL has a senior secured credit facility, comprised of Tranche A for $215 million and Tranche C for $399 million, established under a bank credit agreement dated June 2, 2008 that is scheduled to expire in December 2017 (the “ADDCL Primary Loan Facility”).  Unaffiliated financial institutions provide the commitment for and borrowings under Tranche A, and one of our subsidiaries provides the commitment for Tranche C.  At June 30, 2013, $150 million was outstanding under Tranche A at a weighted-average interest rate of 1.1 percent.  At June 30, 2013, $399 million was outstanding under Tranche C and eliminated in consolidation.
 
    Borrowings under the ADDCL Primary Loan Facility are secured by the Ultra-Deepwater Floater Discoverer Luanda.  At June 30, 2013 and December 31, 2012, the carrying amount of Discoverer Luanda was $753 million and $786 million, respectively.
 
    ADDCL also has a $90 million secondary credit facility, established under a bank credit agreement dated June 2, 2008 that is scheduled to expire in December 2015 (the “ADDCL Secondary Loan Facility” and together with the ADDCL Primary Loan Facility, the “ADDCL Credit Facilities”).  One of our subsidiaries provides 65 percent of the total commitment under the ADDCL Secondary Loan Facility.  At June 30, 2013, $80 million was outstanding under the ADDCL Secondary Loan Facility, of which $52 million was due to one of our subsidiaries and eliminated in consolidation.  On June 30, 2013, the weighted-average interest rate was 3.4 percent.
 
    ADDCL is required to maintain certain cash balances in accounts restricted for the payment of the scheduled installments on the ADDCL Credit Facilities.  At June 30, 2013 and December 31, 2012, ADDCL had restricted cash investments of $18 million and $19 million, respectively.
 
    Ekspo