☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
|
Page
|
||
Three months ended June 30,
|
Six months ended
June 30, |
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Operating revenues
|
||||||||||||||||
Contract drilling revenues
|
$
|
1,777
|
$
|
2,278
|
$
|
3,777
|
$
|
4,570
|
||||||||
Other revenues
|
107
|
50
|
150
|
97
|
||||||||||||
1,884
|
2,328
|
3,927
|
4,667
|
|||||||||||||
Costs and expenses
|
||||||||||||||||
Operating and maintenance
|
197
|
1,213
|
1,281
|
2,482
|
||||||||||||
Depreciation
|
249
|
288
|
540
|
561
|
||||||||||||
General and administrative
|
44
|
63
|
90
|
120
|
||||||||||||
490
|
1,564
|
1,911
|
3,163
|
|||||||||||||
Loss on impairment
|
(890
|
)
|
—
|
(1,826
|
)
|
(65
|
)
|
|||||||||
Gain (loss) on disposal of assets, net
|
2
|
1
|
(5
|
)
|
(2
|
)
|
||||||||||
Operating income
|
506
|
765
|
185
|
1,437
|
||||||||||||
Other income (expense), net
|
||||||||||||||||
Interest income
|
6
|
15
|
12
|
25
|
||||||||||||
Interest expense, net of amounts capitalized
|
(120
|
)
|
(112
|
)
|
(236
|
)
|
(238
|
)
|
||||||||
Other, net
|
(5
|
)
|
8
|
42
|
6
|
|||||||||||
(119
|
)
|
(89
|
)
|
(182
|
)
|
(207
|
)
|
|||||||||
Income (loss) from continuing operations before income tax expense
|
387
|
676
|
3
|
1,230
|
||||||||||||
Income tax expense
|
40
|
72
|
123
|
152
|
||||||||||||
Income (loss) from continuing operations
|
347
|
604
|
(120
|
)
|
1,078
|
|||||||||||
Income (loss) from discontinued operations, net of tax
|
1
|
(7
|
)
|
(1
|
)
|
(15
|
)
|
|||||||||
Net income (loss)
|
348
|
597
|
(121
|
)
|
1,063
|
|||||||||||
Net income attributable to noncontrolling interest
|
6
|
10
|
20
|
20
|
||||||||||||
Net income (loss) attributable to controlling interest
|
$
|
342
|
$
|
587
|
$
|
(141
|
)
|
$
|
1,043
|
|||||||
Earnings (loss) per share‑basic
|
||||||||||||||||
Earnings (loss) from continuing operations
|
$
|
0.93
|
$
|
1.63
|
$
|
(0.39
|
)
|
$
|
2.90
|
|||||||
Loss from discontinued operations
|
—
|
(0.02
|
)
|
—
|
(0.04
|
)
|
||||||||||
Earnings (loss) per share
|
$
|
0.93
|
$
|
1.61
|
$
|
(0.39
|
)
|
$
|
2.86
|
|||||||
Earnings (loss) per share‑diluted
|
||||||||||||||||
Earnings (loss) from continuing operations
|
$
|
0.93
|
$
|
1.63
|
$
|
(0.39
|
)
|
$
|
2.90
|
|||||||
Loss from discontinued operations
|
—
|
(0.02
|
)
|
—
|
(0.04
|
)
|
||||||||||
Earnings (loss) per share
|
$
|
0.93
|
$
|
1.61
|
$
|
(0.39
|
)
|
$
|
2.86
|
|||||||
Weighted
‑
average shares outstanding
|
||||||||||||||||
Basic
|
363
|
362
|
363
|
362
|
||||||||||||
Diluted
|
363
|
362
|
363
|
362
|
Three months ended
June 30, |
Six months ended
June 30, |
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Net income (loss)
|
$
|
348
|
$
|
597
|
$
|
(121
|
)
|
$
|
1,063
|
|||||||
Net income attributable to noncontrolling interest
|
6
|
10
|
20
|
20
|
||||||||||||
Net income (loss) attributable to controlling interest
|
342
|
587
|
(141
|
)
|
1,043
|
|||||||||||
Other comprehensive income (loss) before reclassifications
|
||||||||||||||||
Components of net periodic benefit costs
|
(1
|
)
|
78
|
(14
|
)
|
73
|
||||||||||
Reclassifications to net income
|
||||||||||||||||
Components of net periodic benefit costs
|
5
|
—
|
10
|
6
|
||||||||||||
Gain on derivative instruments
|
—
|
—
|
—
|
(2
|
)
|
|||||||||||
Other comprehensive income (loss) before income taxes
|
4
|
78
|
(4
|
)
|
77
|
|||||||||||
Income taxes related to other comprehensive income
|
—
|
(3
|
)
|
(2
|
)
|
(3
|
)
|
|||||||||
Other comprehensive income (loss)
|
4
|
75
|
(6
|
)
|
74
|
|||||||||||
Other comprehensive income attributable to noncontrolling interest
|
—
|
—
|
—
|
—
|
||||||||||||
Other comprehensive income (loss) attributable to controlling interest
|
4
|
75
|
(6
|
)
|
74
|
|||||||||||
Total comprehensive income (loss)
|
352
|
672
|
(127
|
)
|
1,137
|
|||||||||||
Total comprehensive income attributable to noncontrolling interest
|
6
|
10
|
20
|
20
|
||||||||||||
Total comprehensive income (loss) attributable to controlling interest
|
$
|
346
|
$
|
662
|
$
|
(147
|
)
|
$
|
1,117
|
June 30,
2015 |
December 31,
2014 |
|||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
3,769
|
$
|
2,635
|
||||
Accounts receivable, net of allowance for doubtful accounts
of $14 at June 30, 2015 and December 31 |
1,806
|
2,120
|
||||||
Materials and supplies, net of allowance for obsolescence
of $107 and $109 at June 30, 2015 and December 31, 2014, respectively |
741
|
818
|
||||||
Assets held for sale
|
9
|
25
|
||||||
Deferred income taxes, net
|
180
|
161
|
||||||
Other current assets
|
214
|
242
|
||||||
Total current assets
|
6,719
|
6,001
|
||||||
Property and equipment
|
24,708
|
28,516
|
||||||
Less accumulated depreciation
|
(5,051
|
)
|
(6,978
|
)
|
||||
Property and equipment, net
|
19,657
|
21,538
|
||||||
Other assets
|
597
|
874
|
||||||
Total assets
|
$
|
26,973
|
$
|
28,413
|
||||
Liabilities and equity
|
||||||||
Accounts payable
|
$
|
585
|
$
|
784
|
||||
Accrued income taxes
|
76
|
131
|
||||||
Debt due within one year
|
1,026
|
1,033
|
||||||
Other current liabilities
|
1,215
|
1,822
|
||||||
Total current liabilities
|
2,902
|
3,770
|
||||||
Long
‑
term debt
|
8,989
|
9,059
|
||||||
Deferred income taxes, net
|
188
|
237
|
||||||
Other long
‑
term liabilities
|
1,236
|
1,354
|
||||||
Total long
‑
term liabilities
|
10,413
|
10,650
|
||||||
Commitments and contingencies
|
||||||||
Redeemable noncontrolling interest
|
10
|
11
|
||||||
Shares, CHF 15.00 par value, 396,260,487 authorized, 167,617,649 conditionally authorized, 373,830,649 issued at June 30, 2015 and December 31, 2014 and 363,548,290 and 362,279,530 outstanding at June 30, 2015 and December 31, 2014, respectively
|
5,186
|
5,169
|
||||||
Additional paid
‑
in capital
|
5,596
|
5,797
|
||||||
Treasury shares, at cost, 2,863,267 held at June 30, 2015 and December 31, 2014
|
(240
|
)
|
(240
|
)
|
||||
Retained earnings
|
3,208
|
3,349
|
||||||
Accumulated other comprehensive loss
|
(410
|
)
|
(404
|
)
|
||||
Total controlling interest shareholders' equity
|
13,340
|
13,671
|
||||||
Noncontrolling interest
|
308
|
311
|
||||||
Total equity
|
13,648
|
13,982
|
||||||
Total liabilities and equity
|
$
|
26,973
|
$
|
28,413
|
Six months ended
June 30, |
Six months ended
June 30, |
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Shares
|
Amount
|
|||||||||||||||
Shares
|
||||||||||||||||
Balance, beginning of period
|
362
|
361
|
$
|
5,169
|
$
|
5,147
|
||||||||||
Issuance of shares under share‑based compensation plans
|
2
|
1
|
17
|
20
|
||||||||||||
Balance, end of period
|
364
|
362
|
$
|
5,186
|
$
|
5,167
|
||||||||||
Additional paid‑in capital
|
||||||||||||||||
Balance, beginning of period
|
$
|
5,797
|
$
|
6,784
|
||||||||||||
Share‑based compensation
|
33
|
51
|
||||||||||||||
Issuance of shares under share‑based compensation plans
|
(18
|
)
|
(19
|
)
|
||||||||||||
Reclassification of obligation for distribution of qualifying additional paid‑in capital
|
(218
|
)
|
(1,088
|
)
|
||||||||||||
Allocated capital for sale of noncontrolling interest
|
9
|
—
|
||||||||||||||
Other, net
|
(7
|
)
|
(8
|
)
|
||||||||||||
Balance, end of period
|
$
|
5,596
|
$
|
5,720
|
||||||||||||
Treasury shares, at cost
|
||||||||||||||||
Balance, beginning of period
|
$
|
(240
|
)
|
$
|
(240
|
)
|
||||||||||
Balance, end of period
|
$
|
(240
|
)
|
$
|
(240
|
)
|
||||||||||
Retained earnings
|
||||||||||||||||
Balance, beginning of period
|
$
|
3,349
|
$
|
5,262
|
||||||||||||
Net income (loss) attributable to controlling interest
|
(141
|
)
|
1,043
|
|||||||||||||
Balance, end of period
|
$
|
3,208
|
$
|
6,305
|
||||||||||||
Accumulated other comprehensive loss
|
||||||||||||||||
Balance, beginning of period
|
$
|
(404
|
)
|
$
|
(262
|
)
|
||||||||||
Other comprehensive income (loss) attributable to controlling interest
|
(6
|
)
|
74
|
|||||||||||||
Balance, end of period
|
$
|
(410
|
)
|
$
|
(188
|
)
|
||||||||||
Total controlling interest shareholders' equity
|
||||||||||||||||
Balance, beginning of period
|
$
|
13,671
|
$
|
16,691
|
||||||||||||
Total comprehensive income (loss) attributable to controlling interest
|
(147
|
)
|
1,117
|
|||||||||||||
Share‑based compensation
|
33
|
51
|
||||||||||||||
Issuance of shares under share‑based compensation plans
|
(1
|
)
|
1
|
|||||||||||||
Reclassification of obligation for distribution of qualifying additional paid‑in capital
|
(218
|
)
|
(1,088
|
)
|
||||||||||||
Allocated capital for sale of noncontrolling interest
|
9
|
—
|
||||||||||||||
Other, net
|
(7
|
)
|
(8
|
)
|
||||||||||||
Balance, end of period
|
$
|
13,340
|
$
|
16,764
|
||||||||||||
Noncontrolling interest
|
||||||||||||||||
Balance, beginning of period
|
$
|
311
|
$
|
(6
|
)
|
|||||||||||
Total comprehensive income attributable to noncontrolling interest
|
20
|
17
|
||||||||||||||
Distributions to holders of noncontrolling interest
|
(14
|
)
|
—
|
|||||||||||||
Allocated capital for sale of noncontrolling interest
|
(9
|
)
|
—
|
|||||||||||||
Balance, end of period
|
$
|
308
|
$
|
11
|
||||||||||||
Total equity
|
||||||||||||||||
Balance, beginning of period
|
$
|
13,982
|
$
|
16,685
|
||||||||||||
Total comprehensive income (loss)
|
(127
|
)
|
1,134
|
|||||||||||||
Share‑based compensation
|
33
|
51
|
||||||||||||||
Issuance of shares under share‑based compensation plans
|
(1
|
)
|
1
|
|||||||||||||
Reclassification of obligation for distribution of qualifying additional paid‑in capital
|
(218
|
)
|
(1,088
|
)
|
||||||||||||
Distributions to holders of noncontrolling interest
|
(14
|
)
|
—
|
|||||||||||||
Other, net
|
(7
|
)
|
(8
|
)
|
||||||||||||
Balance, end of period
|
$
|
13,648
|
$
|
16,775
|
Three months ended
June 30, |
Six months ended
June 30, |
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Cash flows from operating activities
|
||||||||||||||||
Net income (loss)
|
$
|
348
|
$
|
597
|
$
|
(121
|
)
|
$
|
1,063
|
|||||||
Adjustments to reconcile to net cash provided by operating activities
|
||||||||||||||||
Amortization of drilling contract intangibles
|
(3
|
)
|
(4
|
)
|
(7
|
)
|
(8
|
)
|
||||||||
Depreciation
|
249
|
288
|
540
|
561
|
||||||||||||
Share-based compensation expense
|
14
|
23
|
33
|
51
|
||||||||||||
Loss on impairment
|
890
|
—
|
1,826
|
65
|
||||||||||||
(Gain) loss on disposal of assets, net
|
(2
|
)
|
(1
|
)
|
5
|
2
|
||||||||||
Loss on disposal of assets in discontinued operations, net
|
—
|
—
|
—
|
10
|
||||||||||||
Deferred income taxes
|
8
|
(25
|
)
|
(90
|
)
|
(40
|
)
|
|||||||||
Other, net
|
16
|
5
|
28
|
17
|
||||||||||||
Changes in deferred revenues, net
|
(68
|
)
|
96
|
(107
|
)
|
70
|
||||||||||
Changes in deferred costs, net
|
59
|
(18
|
)
|
116
|
20
|
|||||||||||
Changes in operating assets and liabilities
|
(200
|
)
|
(325
|
)
|
(386
|
)
|
(1,039
|
)
|
||||||||
Net cash provided by operating activities
|
1,311
|
636
|
1,837
|
772
|
||||||||||||
Cash flows from investing activities
|
||||||||||||||||
Capital expenditures
|
(195
|
)
|
(351
|
)
|
(396
|
)
|
(1,482
|
)
|
||||||||
Proceeds from disposal of assets, net
|
23
|
10
|
30
|
101
|
||||||||||||
Proceeds from disposal of assets in discontinued operations, net
|
1
|
22
|
3
|
36
|
||||||||||||
Proceeds from repayment of loans and notes receivable
|
15
|
98
|
15
|
101
|
||||||||||||
Other, net
|
—
|
—
|
—
|
(15
|
)
|
|||||||||||
Net cash used in investing activities
|
(156
|
)
|
(221
|
)
|
(348
|
)
|
(1,259
|
)
|
||||||||
Cash flows from financing activities
|
||||||||||||||||
Repayments of debt
|
(6
|
)
|
(6
|
)
|
(69
|
)
|
(243
|
)
|
||||||||
Proceeds from restricted cash investments
|
—
|
—
|
57
|
107
|
||||||||||||
Deposits to restricted cash investments
|
—
|
—
|
—
|
(20
|
)
|
|||||||||||
Distributions of qualifying additional paid‑in capital
|
(55
|
)
|
(272
|
)
|
(327
|
)
|
(474
|
)
|
||||||||
Distributions to holders of noncontrolling interest
|
(7
|
)
|
—
|
(14
|
)
|
—
|
||||||||||
Other, net
|
—
|
(7
|
)
|
(2
|
)
|
(9
|
)
|
|||||||||
Net cash used in financing activities
|
(68
|
)
|
(285
|
)
|
(355
|
)
|
(639
|
)
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
1,087
|
130
|
1,134
|
(1,126
|
)
|
|||||||||||
Cash and cash equivalents at beginning of period
|
2,682
|
1,987
|
2,635
|
3,243
|
||||||||||||
Cash and cash equivalents at end of period
|
$
|
3,769
|
$
|
2,117
|
$
|
3,769
|
$
|
2,117
|
June 30,
2015
|
December 31, 2014
|
|||||||
Assets
|
$
|
1,250
|
$
|
1,257
|
||||
Liabilities
|
60
|
74
|
||||||
Net carrying amount
|
$
|
1,190
|
$
|
1,183
|
June 30,
2015
|
December 31,
2014 |
|||||||
Valuation allowance for non‑current deferred tax assets
|
$
|
409
|
$
|
340
|
June 30,
2015
|
December 31,
2014 |
|||||||
Unrecognized tax benefits, excluding interest and penalties
|
$
|
279
|
$
|
265
|
||||
Interest and penalties
|
122
|
120
|
||||||
Unrecognized tax benefits, including interest and penalties
|
$
|
401
|
$
|
385
|
Three
months ended
June 30, |
Six months ended
June 30, |
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Operating revenues
|
$
|
—
|
$
|
25
|
$
|
—
|
$
|
133
|
||||||||
Operating and maintenance expense
|
1
|
(27
|
)
|
—
|
(131
|
)
|
||||||||||
Loss on disposal of assets in discontinued operations, net
|
—
|
—
|
—
|
(10
|
)
|
|||||||||||
Income (loss) from discontinued operations before income tax expense
|
1
|
(2
|
)
|
—
|
(8
|
)
|
||||||||||
Income tax expense
|
—
|
(5
|
)
|
(1
|
)
|
(7
|
)
|
|||||||||
Income (loss) from discontinued operations, net of tax
|
$
|
1
|
$
|
(7
|
)
|
$
|
(1
|
)
|
$
|
(15
|
)
|
Three months ended June
30,
|
Six
months ended June
30,
|
|||||||||||||||||||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||||||||||||||||||
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||||||||||||||
Numerator for earnings (loss) per share
|
||||||||||||||||||||||||||||||||
Income (loss) from continuing operations attributable to controlling interest
|
$
|
341
|
$
|
341
|
$
|
594
|
$
|
594
|
$
|
(140
|
)
|
$
|
(140
|
)
|
$
|
1,058
|
$
|
1,058
|
||||||||||||||
Undistributed earnings allocable to participating securities
|
(3
|
)
|
(3
|
)
|
(4
|
)
|
(4
|
)
|
—
|
—
|
(9
|
)
|
(9
|
)
|
||||||||||||||||||
Income (loss) from continuing operations available to shareholders
|
$
|
338
|
$
|
338
|
$
|
590
|
$
|
590
|
$
|
(140
|
)
|
$
|
(140
|
)
|
$
|
1,049
|
$
|
1,049
|
||||||||||||||
Denominator for earnings (loss) per share
|
||||||||||||||||||||||||||||||||
Weighted‑average shares outstanding
|
363
|
363
|
362
|
362
|
363
|
363
|
362
|
362
|
||||||||||||||||||||||||
Effect of stock options and other share‑based awards
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Weighted‑average shares for per share calculation
|
363
|
363
|
362
|
362
|
363
|
363
|
362
|
362
|
||||||||||||||||||||||||
Per share earnings (loss) from continuing operations
|
$
|
0.93
|
$
|
0.
93
|
$
|
1.63
|
$
|
1.63
|
$
|
(0.39
|
)
|
$
|
(0.39
|
)
|
$
|
2.90
|
$
|
2.90
|
Six months ended June 30,
|
||||||||
2015
|
2014
|
|||||||
Construction work in progress, at beginning of period
|
$
|
2,451
|
$
|
2,710
|
||||
Newbuild construction program
|
||||||||
Deepwater Invictus (a) (b)
|
—
|
477
|
||||||
Deepwater Asgard (a) (b)
|
—
|
272
|
||||||
Deepwater Thalassa (c)
|
53
|
58
|
||||||
Deepwater Proteus (c)
|
21
|
21
|
||||||
Deepwater Conqueror (d)
|
42
|
109
|
||||||
Deepwater Pontus (c)
|
28
|
83
|
||||||
Deepwater Poseidon (c)
|
22
|
80
|
||||||
Transocean Cassiopeia (e)
|
2
|
3
|
||||||
Transocean Centaurus (e)
|
2
|
2
|
||||||
Transocean Cepheus (e)
|
2
|
2
|
||||||
Ultra‑Deepwater drillship TBN1 (f)
|
6
|
28
|
||||||
Transocean Cetus (e)
|
2
|
2
|
||||||
Transocean Circinus (e)
|
2
|
2
|
||||||
Ultra‑Deepwater drillship TBN2 (f)
|
1
|
27
|
||||||
Other construction projects and capital additions
|
213
|
316
|
||||||
Total capital expenditures
|
396
|
1,482
|
||||||
Changes in accrued capital expenditures
|
(43
|
)
|
(76
|
)
|
||||
Impairment of construction work in progress
|
(52
|
)
|
—
|
|||||
Property and equipment placed into service
|
||||||||
Other property and equipment
|
(229
|
)
|
(350
|
)
|
||||
Construction work in progress, at end of period
|
$
|
2,523
|
$
|
3,766
|
(a) | 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, 2015. |
(b) | The Ultra‑Deepwater drillships Deepwater Invictus and Deepwater Asgard , commenced operations in July 2014 and August 2014, respectively. The total carrying amount included capitalized costs of $272 million, representing the estimated fair value of construction in progress acquired in connection with our acquisition of Aker Drilling ASA in October 2011. |
(c) | Deepwater Thalassa , Deepwater Proteus , Deepwater Pontus and Deepwater Poseidon , 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 first quarter of 2016, the third quarter of 2016, the first quarter of 2017 and the second quarter of 2017, respectively. |
(d) | Deepwater Conqueror , a newbuild Ultra‑Deepwater drillship under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, is expected to commence operations in the fourth quarter of 2016. |
(e) | Transocean Cassiopeia , Transocean Centaurus , Transocean Cepheus , Transocean Cetus and Transocean Circinus , five Keppel FELS Super B 400 Bigfoot class design newbuild High‑Specification Jackups under construction at Keppel FELS' shipyard in Singapore do not yet have drilling contracts and are expected to be delivered in the first quarter of 2018, the third quarter of 2018, the first quarter of 2019, the third quarter of 2019 and the first quarter of 2020, respectively. These delivery expectations reflect the terms of our construction agreements, as amended to delay delivery in consideration of existing market conditions. |
(f) | Our two unnamed dynamically positioned Ultra‑Deepwater drillships under construction at the Jurong Shipyard Pte Ltd. in Singapore do not yet have drilling contracts and are expected to be delivered in the second quarter of 2019 and the first quarter of 2020, respectively. These delivery expectations reflect the terms of our construction agreements, as amended to delay delivery in consideration of existing market conditions. |
June 30,
2015 |
December 31,
2014 |
|||||||
4.95% Senior Notes due November 2015 (a)
|
$
|
895
|
$
|
898
|
||||
5.05% Senior Notes due December 2016 (a)
|
1,000
|
999
|
||||||
2.5% Senior Notes due October 2017 (a)
|
749
|
748
|
||||||
Eksportfinans Loans due January 2018
|
296
|
369
|
||||||
6.00% Senior Notes due March 2018 (a)
|
1,003
|
1,001
|
||||||
7.375% Senior Notes due April 2018 (a)
|
247
|
247
|
||||||
6.50% Senior Notes due November 2020 (a)
|
916
|
911
|
||||||
6.375% Senior Notes due December 2021 (a)
|
1,199
|
1,199
|
||||||
3.8% Senior Notes due October 2022 (a)
|
746
|
745
|
||||||
7.45% Notes due April 2027 (a)
|
97
|
97
|
||||||
8% Debentures due April 2027 (a)
|
57
|
57
|
||||||
7% Notes due June 2028
|
309
|
309
|
||||||
Capital lease contract due August 2029
|
603
|
615
|
||||||
7.5% Notes due April 2031 (a)
|
599
|
598
|
||||||
6.80% Senior Notes due March 2038 (a)
|
999
|
999
|
||||||
7.35% Senior Notes due December 2041 (a)
|
300
|
300
|
||||||
Total debt
|
10,015
|
10,092
|
||||||
Less debt due within one year
|
||||||||
4.95% Senior Notes due November 2015 (a)
|
895
|
898
|
||||||
Eksportfinans Loans due January 2018
|
108
|
114
|
||||||
Capital lease contract due August 2029
|
23
|
21
|
||||||
Total debt due within one year
|
1,026
|
1,033
|
||||||
Total long
‑
term debt
|
$
|
8,989
|
$
|
9,059
|
(a) | Transocean Inc., a 100 percent owned subsidiary of Transocean Ltd., is the issuer of the notes and debentures, which have been guaranteed by Transocean Ltd. Transocean Ltd. has also guaranteed borrowings under the Five‑Year 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. |
Total
|
||||
Twelve months ending June 30,
|
||||
2016
|
$
|
1,026
|
||
2017
|
1,134
|
|||
2018
|
2,106
|
|||
2019
|
31
|
|||
2020
|
34
|
|||
Thereafter
|
5,666
|
|||
Total debt, excluding unamortized discounts, premiums and fair value adjustments
|
9,997
|
|||
Total unamortized discounts, premiums and fair value adjustments, net
|
18
|
|||
Total debt
|
$
|
10,015
|
Pay
|
Receive
|
|||||||||||||||||
Aggregate
notional amount |
Fixed or variable rate
|
Weighted average
rate |
Aggregate
notional amount |
Fixed or variable rate
|
Weighted average
rate |
|||||||||||||
Interest rate swaps, fair value hedge
|
$
|
750
|
Variable
|
4.86
|
%
|
$
|
750
|
Fixed
|
6
|
%
|
June 30,
|
December 31,
|
||||||||
Balance sheet classification
|
2015
|
2014
|
|||||||
Interest rate swaps, fair value hedge
|
Other current assets
|
$
|
2
|
$
|
4
|
||||
Interest rate swaps, fair value hedge
|
Other assets
|
4
|
11
|
Three months ended June 30, 2015
|
Three months ended June 30, 2014
|
|||||||||||||||||||||||||||||||
U.S.
Plans |
Non-U.S.
Plans |
OPEB
Plans |
Total
|
U.S.
Plans |
Non-U.S.
Plans |
OPEB
Plans |
Total
|
|||||||||||||||||||||||||
Net periodic benefit costs
|
||||||||||||||||||||||||||||||||
Service cost
|
$
|
2
|
$
|
6
|
$
|
—
|
$
|
8
|
$
|
10
|
$
|
7
|
$
|
—
|
$
|
17
|
||||||||||||||||
Interest cost
|
16
|
5
|
—
|
21
|
17
|
8
|
—
|
25
|
||||||||||||||||||||||||
Expected return on plan assets
|
(21
|
)
|
(8
|
)
|
—
|
(29
|
)
|
(18
|
)
|
(8
|
)
|
—
|
(26
|
)
|
||||||||||||||||||
Settlements and curtailments
|
—
|
—
|
—
|
—
|
(6
|
)
|
1
|
—
|
(5
|
)
|
||||||||||||||||||||||
Actuarial losses, net
|
2
|
3
|
—
|
5
|
5
|
1
|
—
|
6
|
||||||||||||||||||||||||
Net transition obligation
|
—
|
1
|
—
|
1
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Prior service cost, net
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
(1
|
)
|
||||||||||||||||||||||
Net periodic benefit costs
|
$
|
(1
|
)
|
$
|
7
|
$
|
—
|
$
|
6
|
$
|
7
|
$
|
9
|
$
|
—
|
$
|
16
|
|||||||||||||||
Funding contributions
|
$
|
1
|
$
|
2
|
$
|
2
|
$
|
5
|
$
|
41
|
$
|
14
|
$
|
—
|
$
|
55
|
Six months ended June 30, 2015
|
Six months ended June 30, 2014
|
|||||||||||||||||||||||||||||||
U.S.
Plans |
Non-U.S.
Plans |
OPEB
Plans |
Total
|
U.S.
Plans |
Non-U.S.
Plans |
OPEB
Plans |
Total
|
|||||||||||||||||||||||||
Net periodic benefit costs
|
||||||||||||||||||||||||||||||||
Service cost
|
$
|
3
|
$
|
13
|
$
|
—
|
$
|
16
|
$
|
21
|
$
|
15
|
$
|
—
|
$
|
36
|
||||||||||||||||
Interest cost
|
32
|
10
|
1
|
43
|
34
|
14
|
1
|
49
|
||||||||||||||||||||||||
Expected return on plan assets
|
(43
|
)
|
(14
|
)
|
—
|
(57
|
)
|
(37
|
)
|
(15
|
)
|
—
|
(52
|
)
|
||||||||||||||||||
Settlements and curtailments
|
—
|
—
|
—
|
—
|
(6
|
)
|
1
|
—
|
(5
|
)
|
||||||||||||||||||||||
Actuarial losses, net
|
5
|
5
|
—
|
10
|
10
|
2
|
—
|
12
|
||||||||||||||||||||||||
Net transition obligation
|
—
|
1
|
—
|
1
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Prior service cost, net
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
(1
|
)
|
||||||||||||||||||||||
Net periodic benefit costs
|
$
|
(3
|
)
|
$
|
15
|
$
|
1
|
$
|
13
|
$
|
21
|
$
|
17
|
$
|
1
|
$
|
39
|
|||||||||||||||
Funding contributions
|
$
|
1
|
$
|
11
|
$
|
4
|
$
|
16
|
$
|
42
|
$
|
23
|
$
|
—
|
$
|
65
|
§
|
BP will pay us $125 million, as noted above, towards the legal costs we have incurred in connection with the Macondo well incident;
|
§
|
BP will indemnify us for compensatory damages, including all natural resource damages and all cleanup and removal costs incurred before the date of the settlement and any future cleanup and removal costs for oil or pollutants originating from the Macondo well;
|
§
|
We will indemnify BP for personal and bodily injury claims of our employees and for any future costs for the cleanup or removal of pollutants stored on the
Deepwater Horizon
vessel;
|
§
|
BP will no longer attempt to recover as an "additional insured" under our excess liability insurance policies, and BP will be bound to the MDL Court's and Texas Supreme Court's insurance reimbursement rulings for the Macondo well litigation;
|
§
|
BP and we will each release and withdraw all claims we have against each other arising from the Macondo well litigation; and
|
§
|
Neither BP nor we will make statements asserting the other company's conduct was grossly negligent in the Macondo well incident.
|
Three months ended June 30, 2015
|
Three months ended June 30, 2014
|
|||||||||||||||||||||||
Defined benefit pension plans
|
Derivative instruments
|
Total
|
Defined benefit pension plans
|
Derivative instruments
|
Total
|
|||||||||||||||||||
Balance, beginning of period
|
$
|
(414
|
)
|
$
|
—
|
$
|
(414
|
)
|
$
|
(263
|
)
|
$
|
—
|
$
|
(263
|
)
|
||||||||
Other comprehensive income before reclassifications
|
—
|
—
|
—
|
78
|
—
|
78
|
||||||||||||||||||
Reclassifications to net income
|
4
|
—
|
4
|
(3
|
)
|
—
|
(3
|
)
|
||||||||||||||||
Other comprehensive income, net
|
4
|
—
|
4
|
75
|
—
|
75
|
||||||||||||||||||
Balance, end of period
|
$
|
(410
|
)
|
$
|
—
|
$
|
(410
|
)
|
$
|
(188
|
)
|
$
|
—
|
$
|
(188
|
)
|
Six months ended June 30, 2015
|
Six months ended June 30, 2014
|
|||||||||||||||||||||||
Defined benefit pension plans
|
Derivative instruments
|
Total
|
Defined benefit pension plans
|
Derivative instruments
|
Total
|
|||||||||||||||||||
Balance, beginning of period
|
$
|
(404
|
)
|
$
|
—
|
$
|
(404
|
)
|
$
|
(264
|
)
|
$
|
2
|
$
|
(262
|
)
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(11
|
)
|
—
|
(11
|
)
|
73
|
—
|
73
|
||||||||||||||||
Reclassifications to net income
|
5
|
—
|
5
|
3
|
(2
|
)
|
1
|
|||||||||||||||||
Other comprehensive income (loss), net
|
(6
|
)
|
—
|
(6
|
)
|
76
|
(2
|
)
|
74
|
|||||||||||||||
Balance, end of period
|
$
|
(410
|
)
|
$
|
—
|
$
|
(410
|
)
|
$
|
(188
|
)
|
$
|
—
|
$
|
(188
|
)
|
June 30, 2015
|
December 31, 2014
|
|||||||||||||||
Carrying
amount |
Fair
value |
Carrying
amount |
Fair
value |
|||||||||||||
Cash and cash equivalents
|
$
|
3,769
|
$
|
3,769
|
$
|
2,635
|
$
|
2,635
|
||||||||
Notes and other loans receivable
|
—
|
—
|
15
|
15
|
||||||||||||
Restricted cash investments
|
304
|
315
|
377
|
394
|
||||||||||||
Long‑term debt, including current maturities
|
10,015
|
9,189
|
10,092
|
9,778
|
||||||||||||
Derivative instruments, assets
|
6
|
6
|
15
|
15
|
Three months ended June 30, 2015
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Operating revenues
|
$
|
—
|
$
|
—
|
$
|
1,888
|
$
|
(4
|
)
|
$
|
1,884
|
|||||||||
Cost and expenses
|
8
|
2
|
484
|
(4
|
)
|
490
|
||||||||||||||
Loss on impairment
|
—
|
—
|
(890
|
)
|
—
|
(890
|
)
|
|||||||||||||
Gain on disposal of assets, net
|
—
|
—
|
2
|
—
|
2
|
|||||||||||||||
Operating income (loss)
|
(8
|
)
|
(2
|
)
|
516
|
—
|
506
|
|||||||||||||
Other income (expense), net
|
||||||||||||||||||||
Interest income (expense), net
|
(2
|
)
|
(198
|
)
|
86
|
—
|
(114
|
)
|
||||||||||||
Equity in earnings
|
352
|
442
|
—
|
(794
|
)
|
—
|
||||||||||||||
Other, net
|
—
|
(11
|
)
|
6
|
—
|
(5
|
)
|
|||||||||||||
350
|
233
|
92
|
(794
|
)
|
(119
|
)
|
||||||||||||||
Income from continuing operations before income tax expense
|
342
|
231
|
608
|
(794
|
)
|
387
|
||||||||||||||
Income tax expense
|
—
|
—
|
40
|
—
|
40
|
|||||||||||||||
Income from continuing operations
|
342
|
231
|
568
|
(794
|
)
|
347
|
||||||||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
3
|
(2
|
)
|
—
|
1
|
||||||||||||||
Net income
|
342
|
234
|
566
|
(794
|
)
|
348
|
||||||||||||||
Net income attributable to noncontrolling interest
|
—
|
—
|
6
|
—
|
6
|
|||||||||||||||
Net income attributable to controlling interest
|
342
|
234
|
560
|
(794
|
)
|
342
|
||||||||||||||
Other comprehensive income before income taxes
|
—
|
1
|
3
|
—
|
4
|
|||||||||||||||
Income taxes related to other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Other comprehensive income
|
—
|
1
|
3
|
—
|
4
|
|||||||||||||||
Total comprehensive income
|
342
|
235
|
569
|
(794
|
)
|
352
|
||||||||||||||
Total comprehensive loss attributable to noncontrolling interest
|
—
|
—
|
6
|
—
|
6
|
|||||||||||||||
Total comprehensive income attributable to controlling interest
|
$
|
342
|
$
|
235
|
$
|
563
|
$
|
(794
|
)
|
$
|
346
|
Three months ended June 30, 2014
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Operating revenues
|
$
|
—
|
$
|
—
|
$
|
2,333
|
$
|
(5
|
)
|
$
|
2,328
|
|||||||||
Cost and expenses
|
9
|
1
|
1,559
|
(5
|
)
|
1,564
|
||||||||||||||
Loss on impairment
|
||||||||||||||||||||
Gain on disposal of assets, net
|
—
|
—
|
1
|
—
|
1
|
|||||||||||||||
Operating income (loss)
|
(9
|
)
|
(1
|
)
|
775
|
—
|
765
|
|||||||||||||
Other income (expense), net
|
||||||||||||||||||||
Interest income (expense), net
|
(16
|
)
|
(417
|
)
|
336
|
—
|
(97
|
)
|
||||||||||||
Equity in earnings
|
612
|
1,019
|
—
|
(1,631
|
)
|
—
|
||||||||||||||
Other, net
|
—
|
—
|
8
|
—
|
8
|
|||||||||||||||
596
|
602
|
344
|
(1,631
|
)
|
(89
|
)
|
||||||||||||||
Income from continuing operations before income tax expense
|
587
|
601
|
1,119
|
(1,631
|
)
|
676
|
||||||||||||||
Income tax expense
|
—
|
—
|
72
|
—
|
72
|
|||||||||||||||
Income from continuing operations
|
587
|
601
|
1,047
|
(1,631
|
)
|
604
|
||||||||||||||
Loss from discontinued operations, net of tax
|
—
|
(1
|
)
|
(6
|
)
|
—
|
(7
|
)
|
||||||||||||
Net income
|
587
|
600
|
1,041
|
(1,631
|
)
|
597
|
||||||||||||||
Net income attributable to noncontrolling interest
|
—
|
—
|
10
|
—
|
10
|
|||||||||||||||
Net income attributable to controlling interest
|
587
|
600
|
1,031
|
(1,631
|
)
|
587
|
||||||||||||||
Other comprehensive income before income taxes
|
14
|
63
|
1
|
—
|
78
|
|||||||||||||||
Income taxes related to other comprehensive income
|
—
|
—
|
(3
|
)
|
—
|
(3
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
14
|
63
|
(2
|
)
|
—
|
75
|
||||||||||||||
Total comprehensive income
|
601
|
663
|
1,039
|
(1,631
|
)
|
672
|
||||||||||||||
Total comprehensive income attributable to noncontrolling interest
|
—
|
—
|
10
|
—
|
10
|
|||||||||||||||
Total comprehensive income attributable to controlling interest
|
$
|
601
|
$
|
663
|
$
|
1,029
|
$
|
(1,631
|
)
|
$
|
662
|
Six months ended June 30, 2015
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Operating revenues
|
$
|
—
|
$
|
—
|
$
|
3,931
|
$
|
(4
|
)
|
$
|
3,927
|
|||||||||
Cost and expenses
|
12
|
4
|
1,899
|
(4
|
)
|
1,911
|
||||||||||||||
Loss on impairment
|
—
|
—
|
(1,826
|
)
|
—
|
(1,826
|
)
|
|||||||||||||
Loss on disposal of assets, net
|
—
|
—
|
(5
|
)
|
—
|
(5
|
)
|
|||||||||||||
Operating income (loss)
|
(12
|
)
|
(4
|
)
|
201
|
—
|
185
|
|||||||||||||
Other income (expense), net
|
||||||||||||||||||||
Interest income (expense), net
|
(2
|
)
|
(359
|
)
|
137
|
—
|
(224
|
)
|
||||||||||||
Equity in earnings (loss)
|
(127
|
)
|
174
|
—
|
(47
|
)
|
—
|
|||||||||||||
Other, net
|
—
|
28
|
14
|
—
|
42
|
|||||||||||||||
(129
|
)
|
(157
|
)
|
151
|
(47
|
)
|
(182
|
)
|
||||||||||||
Income (loss) from continuing operations before income tax expense
|
(141
|
)
|
(161
|
)
|
352
|
(47
|
)
|
3
|
||||||||||||
Income tax expense
|
—
|
—
|
123
|
—
|
123
|
|||||||||||||||
Income (loss) from continuing operations
|
(141
|
)
|
(161
|
)
|
229
|
(47
|
)
|
(120
|
)
|
|||||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
4
|
(5
|
)
|
—
|
(1
|
)
|
|||||||||||||
Net income (loss)
|
(141
|
)
|
(157
|
)
|
224
|
(47
|
)
|
(121
|
)
|
|||||||||||
Net income attributable to noncontrolling interest
|
—
|
—
|
20
|
—
|
20
|
|||||||||||||||
Net income (loss) attributable to controlling interest
|
(141
|
)
|
(157
|
)
|
204
|
(47
|
)
|
(141
|
)
|
|||||||||||
Other comprehensive income (loss) before income taxes
|
(2
|
)
|
(8
|
)
|
6
|
—
|
(4
|
)
|
||||||||||||
Income taxes related to other comprehensive income
|
—
|
—
|
(2
|
)
|
—
|
(2
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
(2
|
)
|
(8
|
)
|
4
|
—
|
(6
|
)
|
||||||||||||
Total comprehensive income (loss)
|
(143
|
)
|
(165
|
)
|
228
|
(47
|
)
|
(127
|
)
|
|||||||||||
Total comprehensive loss attributable to noncontrolling interest
|
—
|
—
|
20
|
—
|
20
|
|||||||||||||||
Total comprehensive income (loss) attributable to controlling interest
|
$
|
(143
|
)
|
$
|
(165
|
)
|
$
|
208
|
$
|
(47
|
)
|
$
|
(147
|
)
|
Six months ended June 30, 2014
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Operating revenues
|
$
|
—
|
$
|
—
|
$
|
4,676
|
$
|
(9
|
)
|
$
|
4,667
|
|||||||||
Cost and expenses
|
18
|
2
|
3,152
|
(9
|
)
|
3,163
|
||||||||||||||
Loss on impairment
|
—
|
—
|
(65
|
)
|
—
|
(65
|
)
|
|||||||||||||
Gain on disposal of assets, net
|
—
|
—
|
(2
|
)
|
—
|
(2
|
)
|
|||||||||||||
Operating income (loss)
|
(18
|
)
|
(2
|
)
|
1,457
|
—
|
1,437
|
|||||||||||||
Other income (expense), net
|
||||||||||||||||||||
Interest expense, net
|
(10
|
)
|
(278
|
)
|
75
|
—
|
(213
|
)
|
||||||||||||
Equity in earnings
|
1,071
|
1,306
|
—
|
(2,377
|
)
|
—
|
||||||||||||||
Other, net
|
—
|
1
|
5
|
—
|
6
|
|||||||||||||||
1,061
|
1,029
|
80
|
(2,377
|
)
|
(207
|
)
|
||||||||||||||
Income from continuing operations before income tax expense
|
1,043
|
1,027
|
1,537
|
(2,377
|
)
|
1,230
|
||||||||||||||
Income tax expense
|
—
|
—
|
152
|
—
|
152
|
|||||||||||||||
Income from continuing operations
|
1,043
|
1,027
|
1,385
|
(2,377
|
)
|
1,078
|
||||||||||||||
Gain (loss) from discontinued operations, net of tax
|
—
|
3
|
(18
|
)
|
—
|
(15
|
)
|
|||||||||||||
Net income
|
1,043
|
1,030
|
1,367
|
(2,377
|
)
|
1,063
|
||||||||||||||
Net loss attributable to noncontrolling interest
|
—
|
—
|
20
|
—
|
20
|
|||||||||||||||
Net income attributable to controlling interest
|
1,043
|
1,030
|
1,347
|
(2,377
|
)
|
1,043
|
||||||||||||||
Other comprehensive income before income taxes
|
12
|
57
|
8
|
—
|
77
|
|||||||||||||||
Income taxes related to other comprehensive income
|
—
|
—
|
(3
|
)
|
—
|
(3
|
)
|
|||||||||||||
Other comprehensive income
|
12
|
57
|
5
|
—
|
74
|
|||||||||||||||
Total comprehensive income
|
1,055
|
1,087
|
1,372
|
(2,377
|
)
|
1,137
|
||||||||||||||
Total comprehensive income attributable to noncontrolling interest
|
—
|
—
|
20
|
—
|
20
|
|||||||||||||||
Total comprehensive income attributable to controlling interest
|
$
|
1,055
|
$
|
1,087
|
$
|
1,352
|
$
|
(2,377
|
)
|
$
|
1,117
|
June 30, 2015
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
15
|
$
|
1,538
|
$
|
2,216
|
$
|
—
|
$
|
3,769
|
||||||||||
Other current assets
|
4
|
775
|
4,590
|
(2,419
|
)
|
2,950
|
||||||||||||||
Total current assets
|
19
|
2,313
|
6,806
|
(2,419
|
)
|
6,719
|
||||||||||||||
Property and equipment, net
|
—
|
—
|
19,657
|
—
|
19,657
|
|||||||||||||||
Investment in affiliates
|
13,524
|
31,091
|
—
|
(44,615
|
)
|
—
|
||||||||||||||
Other assets
|
—
|
4,171
|
28,182
|
(31,756
|
)
|
597
|
||||||||||||||
Total assets
|
13,543
|
37,575
|
54,645
|
(78,790
|
)
|
26,973
|
||||||||||||||
Liabilities and equity
|
||||||||||||||||||||
Debt due within one year
|
—
|
895
|
131
|
—
|
1,026
|
|||||||||||||||
Other current liabilities
|
176
|
395
|
3,724
|
(2,419
|
)
|
1,876
|
||||||||||||||
Total current liabilities
|
176
|
1,290
|
3,855
|
(2,419
|
)
|
2,902
|
||||||||||||||
Long-term debt
|
—
|
23,179
|
17,566
|
(31,756
|
)
|
8,989
|
||||||||||||||
Other long-term liabilities
|
27
|
278
|
1,119
|
—
|
1,424
|
|||||||||||||||
Total long-term liabilities
|
27
|
23,457
|
18,685
|
(31,756
|
)
|
10,413
|
||||||||||||||
Commitments and contingencies
|
||||||||||||||||||||
Redeemable noncontrolling interest
|
—
|
—
|
10
|
—
|
10
|
|||||||||||||||
Total equity
|
13,340
|
12,828
|
32,095
|
(44,615
|
)
|
13,648
|
||||||||||||||
Total liabilities and equity
|
$
|
13,543
|
$
|
37,575
|
$
|
54,645
|
$
|
(78,790
|
)
|
$
|
26,973
|
December 31, 2014
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
16
|
$
|
842
|
$
|
1,777
|
$
|
—
|
$
|
2,635
|
||||||||||
Other current assets
|
12
|
757
|
5,228
|
(2,631
|
)
|
3,366
|
||||||||||||||
Total current assets
|
28
|
1,599
|
7,005
|
(2,631
|
)
|
6,001
|
||||||||||||||
Property and equipment, net
|
—
|
—
|
21,538
|
—
|
21,538
|
|||||||||||||||
Investment in affiliates
|
13,952
|
30,925
|
—
|
(44,877
|
)
|
—
|
||||||||||||||
Other assets
|
—
|
3,899
|
25,883
|
(28,908
|
)
|
874
|
||||||||||||||
Total assets
|
13,980
|
36,423
|
54,426
|
(76,416
|
)
|
28,413
|
||||||||||||||
Liabilities and equity
|
||||||||||||||||||||
Debt due within one year
|
—
|
898
|
135
|
—
|
1,033
|
|||||||||||||||
Other current liabilities
|
287
|
473
|
4,608
|
(2,631
|
)
|
2,737
|
||||||||||||||
Total current liabilities
|
287
|
1,371
|
4,743
|
(2,631
|
)
|
3,770
|
||||||||||||||
Long-term debt
|
—
|
21,486
|
16,481
|
(28,908
|
)
|
9,059
|
||||||||||||||
Other long-term liabilities
|
22
|
280
|
1,289
|
—
|
1,591
|
|||||||||||||||
Total long-term liabilities
|
22
|
21,766
|
17,770
|
(28,908
|
)
|
10,650
|
||||||||||||||
Commitments and contingencies
|
||||||||||||||||||||
Redeemable noncontrolling interest
|
—
|
—
|
11
|
—
|
11
|
|||||||||||||||
Total equity
|
13,671
|
13,286
|
31,902
|
(44,877
|
)
|
13,982
|
||||||||||||||
Total liabilities and equity
|
$
|
13,980
|
$
|
36,423
|
$
|
54,426
|
$
|
(76,416
|
)
|
$
|
28,413
|
Six months ended June 30, 2015
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Cash flows from operating activities
|
$
|
(4
|
)
|
$
|
(325
|
)
|
$
|
2,166
|
$
|
—
|
$
|
1,837
|
||||||||
Cash flows from investing activities
|
||||||||||||||||||||
Capital expenditures
|
—
|
—
|
(396
|
)
|
—
|
(396
|
)
|
|||||||||||||
Proceeds from disposal of assets, net
|
—
|
—
|
30
|
—
|
30
|
|||||||||||||||
Proceeds from disposal of assets in discontinued operations, net
|
—
|
—
|
3
|
—
|
3
|
|||||||||||||||
Proceeds from repayment of notes receivable
|
—
|
—
|
15
|
—
|
15
|
|||||||||||||||
Investing activities with affiliates, net
|
—
|
(683
|
)
|
(1,688
|
)
|
2,371
|
—
|
|||||||||||||
Net cash used in investing activities
|
—
|
(683
|
)
|
(2,036
|
)
|
2,371
|
(348
|
)
|
||||||||||||
Cash flows from financing activities
|
||||||||||||||||||||
Repayments of debt
|
—
|
—
|
(69
|
)
|
—
|
(69
|
)
|
|||||||||||||
Proceeds from restricted cash investments
|
—
|
—
|
57
|
—
|
57
|
|||||||||||||||
Distribution of qualifying additional paid‑in capital
|
(327
|
)
|
—
|
—
|
—
|
(327
|
)
|
|||||||||||||
Distribution to holders of noncontrolling interest
|
—
|
—
|
(14
|
)
|
—
|
(14
|
)
|
|||||||||||||
Financing activities with affiliates, net
|
332
|
1,704
|
335
|
(2,371
|
)
|
—
|
||||||||||||||
Other, net
|
(2
|
)
|
—
|
—
|
—
|
(2
|
)
|
|||||||||||||
Net cash provided by (used in) financing activities
|
3
|
1,704
|
309
|
(2,371
|
)
|
(355
|
)
|
|||||||||||||
Net increase (decrease) in cash and cash equivalents
|
(1
|
)
|
696
|
439
|
—
|
1,134
|
||||||||||||||
Cash and cash equivalents at beginning of period
|
16
|
842
|
1,777
|
—
|
2,635
|
|||||||||||||||
Cash and cash equivalents at end of period
|
$
|
15
|
$
|
1,538
|
$
|
2,216
|
$
|
—
|
$
|
3,769
|
Six months ended June 30, 2014
|
||||||||||||||||||||
Parent
Guarantor |
Subsidiary
Issuer |
Other
Subsidiaries |
Consolidating
adjustments |
Consolidated
|
||||||||||||||||
Cash flows from operating activities
|
$
|
261
|
$
|
(546
|
)
|
$
|
1,057
|
$
|
—
|
$
|
772
|
|||||||||
Cash flows from investing activities
|
||||||||||||||||||||
Capital expenditures
|
—
|
—
|
(1,482
|
)
|
—
|
(1,482
|
)
|
|||||||||||||
Proceeds from disposal of assets, net
|
—
|
—
|
101
|
—
|
101
|
|||||||||||||||
Proceeds from disposal of discontinued operations, net
|
—
|
—
|
36
|
—
|
36
|
|||||||||||||||
Proceeds from repayment of notes receivable
|
—
|
—
|
101
|
—
|
101
|
|||||||||||||||
Investing activities with affiliates, net
|
—
|
(151
|
)
|
132
|
19
|
—
|
||||||||||||||
Other, net
|
—
|
—
|
(15
|
)
|
—
|
(15
|
)
|
|||||||||||||
Net cash used in investing activities
|
—
|
(151
|
)
|
(1,127
|
)
|
19
|
(1,259
|
)
|
||||||||||||
Cash flows from financing activities
|
||||||||||||||||||||
Repayments of debt
|
—
|
—
|
(243
|
)
|
—
|
(243
|
)
|
|||||||||||||
Proceeds from restricted cash investments
|
—
|
—
|
107
|
—
|
107
|
|||||||||||||||
Deposits to restricted cash investments
|
—
|
—
|
(20
|
)
|
—
|
(20
|
)
|
|||||||||||||
Distribution of qualifying additional paid‑in capital
|
(474
|
)
|
—
|
—
|
—
|
(474
|
)
|
|||||||||||||
Financing activities with affiliates, net
|
217
|
(122
|
)
|
(76
|
)
|
(19
|
)
|
—
|
||||||||||||
Other, net
|
(4
|
)
|
(5
|
)
|
—
|
—
|
(9
|
)
|
||||||||||||
Net cash used in financing activities
|
(261
|
)
|
(127
|
)
|
(232
|
)
|
(19
|
)
|
(639
|
)
|
||||||||||
Net decrease in cash and cash equivalents
|
—
|
(824
|
)
|
(302
|
)
|
—
|
(1,126
|
)
|
||||||||||||
Cash and cash equivalents at beginning of period
|
4
|
1,617
|
1,622
|
—
|
3,243
|
|||||||||||||||
Cash and cash equivalents at end of period
|
$
|
4
|
$
|
793
|
$
|
1,320
|
$
|
—
|
$
|
2,117
|
§
|
our results of operations and cash flow from operations, including revenues, revenue efficiency, costs and expenses,
|
§
|
the offshore drilling market, including the impact of enhanced regulations in the jurisdictions in which we operate, supply and demand, utilization rates, dayrates, customer drilling programs, commodity prices, stacking of rigs, reactivation of rigs, effects of new rigs on the market and effects of declines in commodity prices and a downturn in the global economy or market outlook for our various geographical operating sectors and classes of rigs,
|
§
|
customer drilling contracts, including contract backlog, force majeure provisions, contract commencements, contract extensions, contract terminations, contract option exercises, contract revenues, indemnity provisions, contract awards and rig mobilizations,
|
§
|
liquidity and adequacy of cash flows for our obligations,
|
§
|
debt levels, including impacts of a financial and economic downturn,
|
§
|
uses of excess cash, including the payment of dividends and other distributions, share repurchases and debt retirement, including the amounts, timing and, as applicable shareholder proposals or approvals associated with uses of excess cash,
|
§
|
newbuild, upgrade, shipyard and other capital projects, including completion, delivery and commencement of operation dates, expected downtime and lost revenue, the level of expected capital expenditures and the timing and cost of completion of capital projects,
|
§
|
the cost and timing of acquisitions and the proceeds and timing of dispositions,
|
§
|
the optimization of rig‑based spending,
|
§
|
the impact of the Macondo well incident, claims, settlement and related matters
,
|
§
|
tax matters, including our effective tax rate, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, including those associated with our activities in Brazil, Norway, the United Kingdom ("U.K.") and the U.S.,
|
§
|
legal and regulatory matters, including results and effects of legal proceedings and governmental audits and assessments, outcomes and effects of internal and governmental investigations, customs and environmental matters,
|
§
|
insurance matters, including adequacy of insurance, renewal of insurance, insurance proceeds and cash investments of our wholly owned captive insurance company,
|
§
|
effects of accounting changes and adoption of accounting policies, and
|
§
|
investments in recruitment, retention and personnel development initiatives, pension plan and other postretirement benefit plan contributions, the timing of severance payments and benefit payments.
|
§
"anticipates"
|
§
"could"
|
§
"forecasts"
|
§
"might"
|
§
"projects"
|
§
"believes"
|
§
"estimates"
|
§
"intends"
|
§
"plans"
|
§
"scheduled"
|
§
"budgets"
|
§
"expects"
|
§
"may"
|
§
"predicts"
|
§
"should"
|
§
|
those described under "Item 1A. Risk Factors" included in Part I of our annual report on Form 10‑K for the year ended December 31, 2014
,
|
§
|
the adequacy of and access to sources of liquidity,
|
§
|
our inability to obtain drilling contracts for our rigs that do not have contracts,
|
§
|
our inability to renew drilling contracts at comparable dayrates,
|
§
|
operational performance,
|
§
|
the impact of regulatory changes,
|
§
|
the cancellation of drilling contracts currently included in our reported contract backlog,
|
§
|
losses on impairment of long‑lived assets,
|
§
|
shipyard, construction and other delays,
|
§
|
the results of meetings of our shareholders,
|
§
|
changes in political
,
social and economic conditions,
|
§
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments and contingencies, and
|
§
|
other factors discussed in this quarterly report and in our other filings with the U.S. Securities and Exchange Commission ("SEC"), which are available free of charge on the SEC website at
www.sec.gov
.
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||||||||
Uncommitted fleet rate (a)
|
|||||||||||||||
Ultra‑Deepwater Floaters
|
36
|
%
|
50
|
%
|
58
|
%
|
74
|
%
|
77
|
%
|
|||||
Harsh‑Environment Floaters
|
36
|
%
|
50
|
%
|
72
|
%
|
86
|
%
|
94
|
%
|
|||||
Deepwater Floaters
|
33
|
%
|
79
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
Midwater Floaters
|
42
|
%
|
80
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
High‑Specification Jackups
|
26
|
%
|
52
|
%
|
77
|
%
|
93
|
%
|
100
|
%
|
(a)
|
The uncommitted fleet rate is defined as the number of uncommitted days divided by the total number of rig calendar days in the measurement period, expressed as a percentage. An uncommitted day is defined as a calendar day during which a rig is idle or stacked, is not contracted to a customer and is not committed to a shipyard.
|
July 15,
2015 |
April 16,
2015 |
February 17,
2015 |
||||||||||
Contract backlog
|
(In millions)
|
|||||||||||
Ultra‑Deepwater Floaters
|
$
|
15,346
|
$
|
15,944
|
$
|
16,529
|
||||||
Harsh Environment Floaters
|
1,241
|
1,434
|
1,591
|
|||||||||
Deepwater Floaters
|
402
|
542
|
673
|
|||||||||
Midwater Floaters
|
870
|
1,251
|
1,613
|
|||||||||
High‑Specification Jackups
|
698
|
753
|
834
|
|||||||||
Total
|
$
|
18,557
|
$
|
19,924
|
$
|
21,240
|
Three months ended
|
||||||||||||
June 30,
2015 |
March 31,
2015 |
June 30,
2014 |
||||||||||
Average daily revenue
|
||||||||||||
Ultra
‑
Deepwater Floaters
|
$
|
531,400
|
$
|
534,300
|
$
|
538,700
|
||||||
Harsh Environment Floaters
|
513,300
|
531,300
|
452,000
|
|||||||||
Deepwater Floaters
|
364,000
|
342,100
|
371,100
|
|||||||||
Midwater Floaters
|
338,800
|
343,300
|
363,100
|
|||||||||
High
‑
Specification Jackups
|
172,100
|
174,400
|
173,400
|
|||||||||
Total fleet average daily revenue
|
399,700
|
398,100
|
410,000
|
Three months ended
|
||||||||||||
June 30,
2015 |
March 31,
2015 |
June 30,
2014 |
||||||||||
Revenue efficiency
|
||||||||||||
Ultra
‑
Deepwater Floaters
|
97
|
%
|
97
|
%
|
94
|
%
|
||||||
Harsh Environment Floaters
|
99
|
%
|
97
|
%
|
96
|
%
|
||||||
Deepwater Floaters
|
100
|
%
|
96
|
%
|
95
|
%
|
||||||
Midwater Floaters
|
95
|
%
|
91
|
%
|
97
|
%
|
||||||
High
‑
Specification Jackups
|
99
|
%
|
99
|
%
|
97
|
%
|
||||||
Total fleet revenue efficiency
|
97
|
%
|
96
|
%
|
95
|
%
|
Three months ended
|
||||||||||||
June 30,
2015 |
March 31,
2015 |
June 30,
2014 |
||||||||||
Rig utilization
|
||||||||||||
Ultra
‑
Deepwater Floaters
|
65
|
%
|
68
|
%
|
88
|
%
|
||||||
Harsh Environment Floaters
|
74
|
%
|
78
|
%
|
88
|
%
|
||||||
Deepwater Floaters
|
71
|
%
|
85
|
%
|
62
|
%
|
||||||
Midwater Floaters
|
89
|
%
|
85
|
%
|
64
|
%
|
||||||
High
‑
Specification Jackups
|
87
|
%
|
99
|
%
|
95
|
%
|
||||||
Total fleet rig utilization
|
75
|
%
|
79
|
%
|
78
|
%
|
Three months ended
June 30, |
||||||||||||||||
2015
|
2014
|
Change
|
% Change
|
|||||||||||||
(In millions, except day amounts and percentages)
|
||||||||||||||||
Operating days
|
4,437
|
5,548
|
(1,111
|
)
|
(20)
|
%
|
||||||||||
Average daily revenue
|
$
|
399,700
|
$
|
410,000
|
$
|
(10,300
|
)
|
(3)
|
%
|
|||||||
Revenue efficiency
|
97
|
%
|
95
|
%
|
||||||||||||
Rig utilization
|
75
|
%
|
78
|
%
|
||||||||||||
Contract drilling revenues
|
$
|
1,777
|
$
|
2,278
|
$
|
(501
|
)
|
(22)
|
%
|
|||||||
Other revenues
|
107
|
50
|
57
|
n/m
|
|
|||||||||||
Total revenues
|
1,884
|
2,328
|
(444
|
)
|
(19)
|
%
|
||||||||||
Operating and maintenance expense
|
(197
|
)
|
(1,213
|
)
|
1,016
|
84
|
%
|
|||||||||
Depreciation expense
|
(249
|
)
|
(288
|
)
|
39
|
14
|
%
|
|||||||||
General and administrative expense
|
(44
|
)
|
(63
|
)
|
19
|
30
|
%
|
|||||||||
Loss on impairment
|
(890
|
)
|
—
|
(890
|
)
|
n/m
|
|
|||||||||
Gain on disposal of assets, net
|
2
|
1
|
1
|
100
|
%
|
|||||||||||
Operating income
|
506
|
765
|
(259
|
)
|
(34)
|
%
|
||||||||||
Other income (expense), net
|
||||||||||||||||
Interest income
|
6
|
15
|
(9
|
)
|
(60)
|
%
|
||||||||||
Interest expense, net of amounts capitalized
|
(120
|
)
|
(112
|
)
|
(8
|
)
|
(7)
|
%
|
||||||||
Other, net
|
(5
|
)
|
8
|
(13
|
)
|
n/m
|
|
|||||||||
Income from continuing operations before income tax expense
|
387
|
676
|
(289
|
)
|
(43)
|
%
|
||||||||||
Income tax expense
|
(40
|
)
|
(72
|
)
|
32
|
44
|
%
|
|||||||||
Income from continuing operations
|
$
|
347
|
$
|
604
|
$
|
(257
|
)
|
(43)
|
%
|
Six months ended
June 30, |
||||||||||||||||
2015
|
2014
|
Change
|
% Change
|
|||||||||||||
(In millions, except day amounts and percentages)
|
||||||||||||||||
Operating days
|
9,452
|
11,086
|
(1,634
|
)
|
(15)
|
%
|
||||||||||
Average daily revenue
|
$
|
398,800
|
$
|
411,500
|
$
|
(12,700
|
)
|
(3)
|
%
|
|||||||
Revenue efficiency
|
97
|
%
|
95
|
%
|
||||||||||||
Rig utilization
|
77
|
%
|
78
|
%
|
||||||||||||
Contract drilling revenues
|
$
|
3,777
|
$
|
4,570
|
$
|
(793
|
)
|
(17)
|
%
|
|||||||
Other revenues
|
150
|
97
|
53
|
55
|
%
|
|||||||||||
Total revenues
|
3,927
|
4,667
|
(740
|
)
|
(16)
|
%
|
||||||||||
Operating and maintenance expense
|
(1,281
|
)
|
(2,482
|
)
|
1,201
|
48
|
%
|
|||||||||
Depreciation expense
|
(540
|
)
|
(561
|
)
|
21
|
4
|
%
|
|||||||||
General and administrative expense
|
(90
|
)
|
(120
|
)
|
30
|
25
|
%
|
|||||||||
Loss on impairment
|
(1,826
|
)
|
(65
|
)
|
(1,761
|
)
|
n/m
|
|
||||||||
Loss on disposal of assets, net
|
(5
|
)
|
(2
|
)
|
(3
|
)
|
n/m
|
|
||||||||
Operating income
|
185
|
1,437
|
(1,252
|
)
|
(87)
|
%
|
||||||||||
Other income (expense), net
|
||||||||||||||||
Interest income
|
12
|
25
|
(13
|
)
|
(52)
|
%
|
||||||||||
Interest expense, net of amounts capitalized
|
(236
|
)
|
(238
|
)
|
2
|
1
|
%
|
|||||||||
Other, net
|
42
|
6
|
36
|
n/m
|
|
|||||||||||
Income from continuing operations before income tax expense
|
3
|
1,230
|
(1,227
|
)
|
(100)
|
%
|
||||||||||
Income tax expense
|
(123
|
)
|
(152
|
)
|
29
|
19
|
%
|
|||||||||
Income (loss) from continuing operations
|
$
|
(120
|
)
|
$
|
1,078
|
$
|
(1,198
|
)
|
n/m
|
|
Six months ended
June 30, |
||||||||||||
2015
|
2014
|
Change
|
||||||||||
(In millions)
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
$
|
(121
|
)
|
$
|
1,063
|
$
|
(1,184
|
)
|
||||
Depreciation
|
540
|
561
|
(21
|
)
|
||||||||
Loss on impairment
|
1,826
|
65
|
1,761
|
|||||||||
(Gain) loss on disposal of assets, net
|
5
|
12
|
(7
|
)
|
||||||||
Other non
‑
cash items, net
|
(27
|
)
|
110
|
(137
|
)
|
|||||||
Changes in Macondo well incident assets and liabilities, net
|
(603
|
)
|
(492
|
)
|
(111
|
)
|
||||||
Changes in other operating assets and liabilities, net
|
217
|
(547
|
)
|
764
|
||||||||
$
|
1,837
|
$
|
772
|
$
|
1,065
|
Six months ended
June 30, |
||||||||||||
2015
|
2014
|
Change
|
||||||||||
(In millions)
|
||||||||||||
Cash flows from investing activities
|
||||||||||||
Capital expenditures
|
$
|
(396
|
)
|
$
|
(1,482
|
)
|
$
|
1,086
|
||||
Proceeds from disposal of assets, net
|
33
|
137
|
(104
|
)
|
||||||||
Proceeds from repayments of loans and notes receivable
|
15
|
101
|
(86
|
)
|
||||||||
Other, net
|
—
|
(15
|
)
|
15
|
||||||||
$
|
(348
|
)
|
$
|
(1,259
|
)
|
$
|
911
|
Six months ended
June 30, |
||||||||||||
2015
|
2014
|
Change
|
||||||||||
(In millions)
|
||||||||||||
Cash flows from financing activities
|
||||||||||||
Repayments of debt
|
$
|
(69
|
)
|
$
|
(243
|
)
|
$
|
174
|
||||
Proceeds from restricted cash investments, net
|
57
|
87
|
(30
|
)
|
||||||||
Distribution of qualifying additional paid‑in capital
|
(327
|
)
|
(474
|
)
|
147
|
|||||||
Other, net
|
(16
|
)
|
(9
|
)
|
(7
|
)
|
||||||
$
|
(355
|
)
|
$
|
(639
|
)
|
$
|
284
|
Total costs
through December 31, 2014 |
Total costs
for the six months ended June 30, 2015 |
Expected costs
for the remainder of 2015 |
Estimated
costs thereafter |
Total estimated
costs at completion |
||||||||||||||||
(In millions)
|
||||||||||||||||||||
Deepwater Thalassa (a)
|
$
|
375
|
$
|
53
|
$
|
447
|
$
|
45
|
$
|
920
|
||||||||||
Deepwater Proteus (a)
|
338
|
21
|
418
|
73
|
850
|
|||||||||||||||
Deepwater Conqueror (b)
|
226
|
42
|
53
|
529
|
850
|
|||||||||||||||
Deepwater Pontus (a)
|
310
|
28
|
31
|
481
|
850
|
|||||||||||||||
Deepwater Poseidon (a)
|
282
|
22
|
41
|
505
|
850
|
|||||||||||||||
Transocean Cassiopeia (c)
|
49
|
2
|
3
|
216
|
270
|
|||||||||||||||
Transocean Centaurus (c)
|
48
|
2
|
2
|
218
|
270
|
|||||||||||||||
Transocean Cepheus (c)
|
48
|
2
|
2
|
228
|
280
|
|||||||||||||||
Ultra‑Deepwater drillship TBN1 (d)
|
32
|
6
|
170
|
602
|
810
|
|||||||||||||||
Transocean Cetus (c)
|
48
|
2
|
2
|
228
|
280
|
|||||||||||||||
Transocean Circinus (c)
|
48
|
2
|
2
|
238
|
290
|
|||||||||||||||
Ultra‑Deepwater drillship TBN2 (d)
|
27
|
1
|
129
|
638
|
795
|
|||||||||||||||
Total
|
$
|
1,831
|
$
|
183
|
$
|
1,300
|
$
|
4,001
|
$
|
7,315
|
(a) | Deepwater Thalassa , Deepwater Proteus , Deepwater Pontus and Deepwater Poseidon , 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 first quarter of 2016, the third quarter of 2016, the first quarter of 2017 and the second quarter of 2017, respectively. |
(b) | Deepwater Conqueror , a newbuild Ultra‑Deepwater drillship under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, is expected to commence operations in the fourth quarter of 2016. |
(c) | Transocean Cassiopeia , Transocean Centaurus , Transocean Cepheus , Transocean Cetus and Transocean Circinus , five Keppel FELS Super B 400 Bigfoot class design newbuild High‑Specification Jackups under construction at Keppel FELS' shipyard in Singapore do not yet have drilling contracts and are expected to be delivered in the first quarter of 2018, the third quarter of 2018, the first quarter of 2019, the third quarter of 2019 and the first quarter of 2020, respectively. These delivery expectations and the estimated costs presented above reflect the terms of our construction agreements, as amended to delay delivery in consideration of existing market conditions. |
(d) | Our two unnamed dynamically positioned Ultra‑Deepwater drillships under construction at the Jurong Shipyard Pte Ltd. in Singapore do not yet have drilling contracts and are expected to be delivered in the second quarter of 2019 and the first quarter of 2020, respectively. These delivery expectations and the estimated costs presented above reflect the terms of our construction agreements, as amended to delay delivery in consideration of existing market conditions. |
Scheduled Maturity Date (a)
|
||||||||||||||||||||||||||||||||
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
Fair Value
|
|||||||||||||||||||||||||
Restricted cash investments
|
||||||||||||||||||||||||||||||||
Fixed rate (NOK)
|
$
|
108
|
$
|
108
|
$
|
81
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
297
|
$
|
307
|
||||||||||||||||
Average interest rate
|
4.15
|
%
|
4.15
|
%
|
4.15
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||||||||||||||||
Debt
|
||||||||||||||||||||||||||||||||
Fixed rate (USD)
|
$
|
918
|
$
|
1,026
|
$
|
2,025
|
$
|
31
|
$
|
34
|
$
|
5,666
|
$
|
9,700
|
$
|
8,882
|
||||||||||||||||
Average interest rate
|
5.03
|
%
|
5.12
|
%
|
4.90
|
%
|
7.76
|
%
|
7.76
|
%
|
6.48
|
%
|
||||||||||||||||||||
Fixed rate (NOK)
|
$
|
108
|
$
|
108
|
$
|
81
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
297
|
$
|
307
|
||||||||||||||||
Average interest rate
|
4.15
|
%
|
4.15
|
%
|
4.15
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||||||||||||||||
Interest rate swaps
|
||||||||||||||||||||||||||||||||
Fixed to variable (USD)
|
$
|
—
|
$
|
—
|
$
|
750
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
750
|
$
|
4
|
||||||||||||||||
Average receive rate
|
—
|
%
|
—
|
%
|
6.00
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
||||||||||||||||||||
Average pay rate
|
—
|
%
|
—
|
%
|
4.86
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
(a)
|
Expected maturity amounts are based on the face value of debt.
|
Period
|
Total Number
of Shares Purchased (1 ) |
Average
Price Paid Per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in millions ) |
||||||||||||
April 2015
|
2,936
|
$
|
18.82
|
—
|
$
|
3,483
|
||||||||||
May 2015
|
2,111
|
19.68
|
—
|
3,483
|
||||||||||||
June 2015
|
1,616
|
17.13
|
—
|
3,483
|
||||||||||||
Total
|
6,663
|
$
|
18.68
|
—
|
$
|
3,483
|
(1) | Total number of shares purchased in the second quarter of 2015 consists of 6,663 shares withheld by us through a broker arrangement and limited to statutory tax in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under our Long‑Term Incentive Plan. |
(2) | In May 2009, at the annual general meeting of Transocean Ltd., our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion, which is equivalent to approximately $3.7 billion at an exchange rate as of June 30, 2015 of USD 1.00 to CHF 0.94. On February 12, 2010, our board of directors authorized our management to implement the share repurchase program. On May 24, 2013, we received approval from the Swiss authorities for the continuation of the share repurchase program for a further three‑year repurchase period through May 23, 2016. We may decide, based upon our ongoing capital requirements, our program of distributions to our shareholders, the price of our shares, matters relating to the Macondo well incident, regulatory and tax considerations, cash flow generation, the amount and duration of our contract backlog, general market conditions, debt rating considerations and other factors, that we should retain cash, reduce debt, make capital investments or acquisitions or otherwise use cash for general corporate purposes, and consequently, repurchase fewer or no additional shares under this program. Decisions regarding the amount, if any, and timing of any share repurchases would be made from time to time based upon these factors. Through June 30, 2015, we have repurchased a total of 2,863,267 of our shares under this share repurchase program at a total cost of $240 million, equivalent to an average cost of $83.74 per share. See "—Sources and uses of liquidity." |
Number | Description |
3.1 | Articles of Association of Transocean Ltd (incorporated by reference to Exhibit 3.1 to Transocean Ltd.'s Quarterly Report on Form 10‑Q (Commission File No. 000‑53533) for the quarter ended September 30, 2014) |
3.2 | Organizational Regulations of Transocean Ltd. (incorporated by reference to Exhibit 3.2 to Transocean Ltd.'s Quarterly Report on Form 10‑Q (Commission File No. 000‑53533) for the quarter ended September 30, 2014) |
* | 4.1 | Transocean Ltd. 2015 Long‑Term Incentive Plan (incorporated by reference to Annex B to the Transocean Ltd.'s definitive proxy statement for its 2015 Annual Meeting of Shareholders, filed on March 23, 2015) |
* | 10.1 | Employment Agreement between Transocean Ltd. and Ian C. Strachan, dated April 15, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.'s Current Report on Form 8‑K (Commission File No. 000‑53533) filed on April 16, 2015) |
* | 10.2 | Employment Agreement among Transocean Offshore Deepwater Drilling Inc., Transocean Ltd. and Jeremy D. Thigpen, dated April 21, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.'s Current Report on Form 8‑K (Commission File No. 000‑53533) filed on April 22, 2015) |
† | 10.3 | Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May 20, 2015, among Triton Asset Leasing GmbH, Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC, the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages Settlement Class |
* | 10.4 | Employment Agreement among Transocean Offshore Deepwater Drilling Inc., Transocean Ltd. and Mark Mey, dated May 27, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.'s Current Report on Form 8‑K (Commission File No. 000‑53533) filed on May 27, 2015) |
* | 10.5 | Letter Agreement by and between Transocean Management Ltd. and Esa Ikäheimonen dated July 21, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.'s Current Report on Form 8‑K (Commission File No. 000‑53533) filed on July 23, 2015) |
† | 10.6 |
Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May 20, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, BP Exploration and Production Inc. and BP America Production Co.
|
† | 10.7 |
Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May 29, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, the Plantiffs Steering Committee in MDL 2179, and the
Deepwater Horizon
Economic and Property Damages Settlement Class
|
† | 31.1 | CEO Certification Pursuant to Section 302 of the Sarbanes ‑ Oxley Act of 2002 |
† | 31.2 | CFO Certification Pursuant to Section 302 of the Sarbanes ‑ Oxley Act of 2002 |
† | 32.1 | CEO Certification Pursuant to Section 906 of the Sarbanes ‑ Oxley Act of 2002 |
† | 32.2 | CFO Certification Pursuant to Section 906 of the Sarbanes ‑ Oxley Act of 2002 |
† | 101. ins | XBRL Instance Document |
† | 101. sch | XBRL Taxonomy Extension Schema |
† | 101. cal | XBRL Taxonomy Extension Calculation Linkbase |
† | 101. def | XBRL Taxonomy Extension Definition Linkbase |
† | 101. lab | XBRL Taxonomy Extension Label Linkbase |
† | 101. pre | XBRL Taxonomy Extension Presentation Linkbase |
1. | I have reviewed this report on Form 10‑Q of Transocean Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated:
August 5, 2015
|
/s/ Jeremy D. Thigpen
Jeremy D. Thigpen President and Chief Executive Officer |
1. | I have reviewed this report on Form 10‑Q of Transocean Ltd.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and we have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Dated:
August 5, 2015
|
/s/ Mark L. Mey
Mark L. Mey Executive Vice President, Chief Financial Officer |
Dated:
August 5, 2015
|
/s/ Jeremy D. Thigpen
Jeremy D. Thigpen President and Chief Executive Officer |
Dated:
August 5, 2015
|
/s/ Mark L. Mey
Mark L. Mey
Executive Vice President, Chief Financial Officer
|
(a)
|
The BP Releasing Parties hereby release and forever discharge the Transocean Released Parties from, and covenant not to sue the Transocean Released Parties regarding, any and all past, present, or future Claims that the BP Releasing Parties have, ever had, or may have against the Transocean Released Parties, whether known or unknown, suspected or claimed, whether or not yet asserted or accrued, arising out of or related to the
Deepwater Horizon
Incident, including any and all Claims in the Litigation; provided that this release and discharge shall not apply to the Assigned Claims (the "BP Released Claims"). Without limitation, and for the avoidance of doubt, the BP Released Claims include all Claims predicated on negligence, gross negligence, recklessness, willful misconduct, breach of contract or breach of warranty, Claims for punitive or exemplary damages, Claims for attorneys' fees, costs, or expenses, Claims to recover payments made to the NRD Trustees or any other Person for natural resource damages resulting from the
Deepwater Horizon
Incident, cleanup, containment, or removal costs, economic losses or property damages; provided that the BP Released Claims shall not include the Assigned Claims. The BP Releasing Parties covenant not to assert or continue to assert any BP Released Claim.
|
(b)
|
The Transocean Releasing Parties hereby release and forever discharge the BP Released Parties from, and covenant not to sue the BP Released Parties regarding, any and all past, present, or future Claims that the Transocean Releasing Parties have, ever had, or may have against the BP Released Parties, whether known or unknown, suspected or claimed, whether or not yet asserted or accrued, arising out of or related to the
Deepwater Horizon
Incident, including any and all Claims in the Litigation (the "Transocean Released Claims"). Without limitation, and for the avoidance of doubt, the Transocean Released Claims include all Claims predicated on negligence, gross negligence, recklessness, willful misconduct, breach of contract or breach of warranty, Claims for attorneys' fees, costs, or expenses, Claims for punitive or exemplary damages, Claims for the loss of the
Deepwater Horizon
, Claims for unpaid invoices related to the
Deepwater Horizon
, and Claims for or relating to compensation provided pursuant to a settlement with classes represented by one or more attorneys on the Plaintiffs' Steering Committee ("PSC"). The Transocean Releasing Parties covenant not to assert or continue to assert any Transocean Released Claim.
|
(c)
|
The BP Releasing Parties covenant not to make any statement, including through expert testimony, in the Litigation or in public statements concerning the
Deepwater Horizon
Incident that the Transocean Released Parties were grossly negligent or reckless, or engaged in willful misconduct. For the avoidance of doubt, this covenant shall not prevent the BP Releasing Parties (i) from describing BP's conduct, (ii) from responding to any questions from a court, (iii) from responding to any party's description of BP's conduct, or (iv) from defending themselves against any claim or argument by any party that the BP Releasing Parties were grossly negligent, reckless, or engaged in willful misconduct. In doing so, BP may (i) challenge or defend the trial court's findings; and (ii) compare and contrast BP's conduct with respect to the
Deepwater Horizon
Incident with Transocean's conduct; but BP may not make any statement that the Transocean Released Parties were grossly negligent or reckless, or engaged in willful misconduct. It is expressly contemplated by the Parties to this Agreement that, by comparing and contrasting BP's conduct with Transocean's conduct, BP may describe factual allegations, evidence, or trial court fact findings from which Third Parties might argue that Transocean was grossly negligent, reckless or willful.
|
(d)
|
The Transocean Releasing Parties covenant not to make any statement, including through expert testimony, in the Litigation or in public statements concerning the
Deepwater Horizon
Incident that the BP Released Parties were grossly negligent or reckless, or engaged in willful misconduct. For the avoidance of doubt, this covenant shall not prevent the Transocean Releasing Parties (i) from describing Transocean's conduct, (ii) from responding to any questions from a court, (iii) from responding to any party's description of Transocean's conduct, or (iv) from defending themselves against any claim or argument by any party that the Transocean Releasing Parties were grossly negligent, reckless, or engaged in willful misconduct. In doing so, Transocean may (i) defend the trial court's findings that Transocean's conduct and the conduct of its employees did not rise to the level of gross negligence, recklessness, or willful misconduct; and (ii) compare and contrast Transocean's conduct with respect to the
Deepwater Horizon
Incident with BP's conduct; but Transocean may not make any statement that the BP Released Parties were grossly negligent or reckless, or engaged in willful misconduct. It is expressly contemplated by the Parties to this Agreement that, by comparing and contrasting Transocean's conduct with BP's conduct, Transocean may describe factual allegations, evidence, or trial court fact findings from which Third Parties might argue that BP was grossly negligent, reckless or willful.
|
(e)
|
The Parties agree that within 21 days of the Effective Date, BP and Transocean will take all reasonable steps to withdraw all complaints, Claims, or notices in the Litigation issued or filed by them against the Transocean Released Parties and BP Released Parties, respectively.
|
(a)
|
Claims for compensatory damages, including (i) all damages to property of parties other than the Transocean Released Parties or Transocean Contractors; (ii) all economic losses of parties other than the Transocean Released Parties; (iii) all spill response, cleanup, and containment costs, including any and all spill response, cleanup, removal, and containment costs incurred before the Effective Date and spill response, cleanup, removal, and containment costs incurred after the Effective Date for oil or other contaminants originating in the MC252 Well, but not Assigned Claims or Claims asserted after the Effective Date for cleanup, removal, and containment costs of diesel, drilling fluids, or other contaminants originating on the
Deepwater Horizon
; (iv) all lost revenues or taxes of parties other than the Transocean Released Parties; and (v) all Claims by the NRD Trustees for any and all natural resource damages.
|
(b)
|
Claims for personal injury (including bodily injury), illness, or death, except for such Claims brought by or on behalf of individuals within the definition of Transocean Released Parties or Transocean Contractors who were on board the
Deepwater Horizon
on April 20, 2010 or who incurred injuries, illness, or death during the course of performing their responsibilities for the Transocean Released Parties or Transocean Contractors in connection with work performed under the Drilling Contract.
|
(a)
|
Claims for personal injury (including bodily injury), illness, or death, brought by or on behalf of individuals within the definition of Transocean Released Parties or Transocean Contractors who were on board the
Deepwater Horizon
on April 20, 2010 or who incurred injuries, illness, or death during the course of performing their responsibilities for the Transocean Released Parties or Transocean Contractors in connection with work performed under the Drilling Contract.
|
(b)
|
Claims for damages to or losses of equipment and property belonging to the Transocean Released Parties or Transocean Contractors, including to the loss of the
Deepwater Horizon
and salvage or removal costs relating to the
Deepwater Horizon
.
|
(c)
|
Claims asserted after the Effective Date for cleanup, removal, and containment costs of diesel, drilling fluids, or other contaminants originating on the
Deepwater Horizon
; provided this does not include cleanup, removal, and containment costs incurred after the Effective Date for oil or other contaminants originating in the MC252 Well.
|
(a)
|
The indemnities set forth in paragraph 5.1 and 5.2 shall not apply to the following types of Claims:
|
(i)
|
Claims relating to a plaintiff's purchase, sale, or ownership of shares or securities of any Transocean Released Party or BP Released Party, including derivative Claims brought by shareholders or members of a corporation or an unincorporated association, securities Claims, and shareholders' Claims.
|
(ii)
|
Claims by pension plans, employee benefit plans, participants in pension plans or employee benefit plans, current, former, or potential employees acting in their capacity as such, and any other employee benefit or labor-related Claims, including Claims based on the Employee Retirement Income Security Act, 29 U.S.C. § 1001
et seq.
("ERISA") or the Fair Labor Standards Act, 29 U.S.C.A. § 201
et seq
.
|
(iii)
|
Claims by creditors seeking creditor remedies, including any claims that the consideration under this Agreement constitutes a preference or a fraudulent conveyance.
|
(iv)
|
Claims under the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961
et seq.
("RICO") or False Claims Act, 31 U.S.C. §§ 3729
et seq.
, or comparable statutes under State law.
|
(v)
|
Any civil, criminal or administrative fines, penalties, or sanctions, including any monies related to a plea agreement, a deferred or non-prosecution agreement, or a civil judgment or settlement that adjudicates or resolves a Claim for fines, penalties, or sanctions; provided that, for the avoidance of doubt, this limitation on indemnities shall not apply to injunctive relief for restoration of, or compensatory payments for restoration of or damages to, natural resources.
|
(vi)
|
Any punitive, exemplary, multiple or other non-compensatory damages.
|
(vii)
|
Any Claims by the Transocean Released Parties for lost profits, lost revenues, lost business opportunities, or business interruption, provided that for the avoidance of doubt this subparagraph is not intended to apply to Claims by individuals within the definition of Transocean Released Parties for Claims for lost profits, lost revenues, lost business opportunities, or business interruption that arise outside of the course of performing their responsibilities for Transocean.
|
(viii)
|
Any Claims by the Transocean Releasing Parties for agreeing not to pursue, demand, litigate, or otherwise seek any and all Claims, including any subrogation, contribution, and indemnification rights, against any Third Party under paragraph 4.4.
|
(ix)
|
Assigned Claims, including any monies or other consideration related to a settlement or other compromise of the Assigned Claims and Claims for or relating to compensation provided pursuant to a settlement with classes represented by one or more attorneys on the PSC.
|
(x)
|
Claims by any Transocean Insurer relating to Claims under a Transocean Policy, and Claims by any and all insurers, reinsurers, indemnitors, subrogees, or assignees of any Transocean Released Party or Transocean Insurer. Transocean shall indemnify the BP Released Parties for such claims pursuant to paragraphs 5.6(c)-(e).
|
(xi)
|
Claims by any Third Party seeking to recover all or any amount of costs incurred or payments made by the Third Party as a result of Covered Claims Against Third Parties (as defined in paragraph 5.6(d)). Transocean shall indemnify the BP Released Parties for such claims pursuant to paragraph 5.6(d)-(e).
|
(b)
|
The indemnities set forth in paragraphs 5.1 and 5.2 of this Agreement shall not include the payment of any of the BP Released Parties' or Transocean Released Parties' attorneys' fees, costs, or expenses in the Litigation.
|
(a)
|
In addition to any rights afforded by applicable law, BP as indemnitor shall have the following rights:
|
(i)
|
The right, at its election, to conduct or control any settlement negotiations involving, or that are reasonably expected to involve, Claims under or pursuant to the indemnities in paragraph 5.1 of this Agreement. In the event BP exercises this right, BP shall be responsible for paying its own attorneys' fees and expenses and shall keep Transocean reasonably informed of the progress of any settlement negotiations.
|
(ii)
|
The authority to approve any settlement involving Claims under or pursuant to the indemnities contained in paragraph 5.1 of this Agreement. BP's approval of any such settlement shall not be unreasonably withheld.
|
(b)
|
For any payments for which the Transocean Released Parties seek indemnification, Transocean shall submit a written demand therefor accompanied by reasonable proof of a judgment, settlement, or other indemnifiable costs incurred or owed (for purposes of this paragraph, the "Indemnification Demand"). Unless otherwise agreed by the Parties, BP shall make any indemnification payments due to the Transocean Released Parties within thirty (30) business days of receiving a proper Indemnification Demand. In the event of an appeal of such a judgment, payment of the Indemnification Demand shall not be due until 30 days after the entry of, and shall be limited to the amount required to be paid in, a final, non-appealable judgment.
|
(a)
|
In addition to any rights afforded by applicable law, Transocean, as the indemnitee, shall have the following responsibilities:
|
(i)
|
Unless the Parties agree otherwise, the Transocean Released Parties, or Transocean on their behalf, shall use their reasonable best efforts to assume the defense in and defend any lawsuit or other proceeding involving, or that is reasonably expected to involve, Claims under or pursuant to the indemnities in paragraph 5.1 of this Agreement. As part of its obligation to use reasonable best efforts to assume the defense in and defend such lawsuit or other proceeding, Transocean shall appeal such judgments where there is a reasonable good faith basis to appeal. BP and/or its Affiliates shall be solely responsible for the securing, posting or payment of any bond or any obligation required in lieu of payment pending the resolution of such appeal or for other costs of perfecting the appeal. The Parties may in the future agree, however, that BP will assume the defense of some or all of the Claims in any such lawsuit or other proceeding. If the Parties agree that BP will assume some or all of the defense of any such lawsuit or other proceeding, then BP shall be responsible for paying its own attorneys' fees and litigation costs for the Claims for which it has assumed the defense. For any lawsuit or other proceeding for which BP has assumed the defense of Transocean under this paragraph, BP shall keep Transocean reasonably informed of the progress of the litigation, and Transocean shall have the right to reasonably monitor the litigation, in which case Transocean shall be responsible for paying its own attorneys' fees and litigation costs.
|
(ii)
|
To promptly notify BP in writing and in reasonable detail of any Claim that arises after the execution of this Agreement that may be covered by the indemnities contained in paragraph 5.1 of this Agreement.
|
(iii)
|
To keep BP reasonably informed and to reasonably consult BP with respect to the progress of any Claim, or any settlement negotiations that any Transocean Released Party is responsible for relating to a Claim, covered by any of the indemnities contained in paragraph 5.1 of this Agreement.
|
(a)
|
In addition to any rights afforded by applicable law, Transocean as indemnitor shall have the following rights:
|
(i)
|
The right, at its election, to conduct or control any settlement negotiations involving, or that are reasonably expected to involve, Claims under or pursuant to the indemnities in paragraph 5.2 of this Agreement. In the event Transocean exercises this right, Transocean shall be responsible for paying its own attorneys' fees and expenses and shall keep BP reasonably informed of the progress of any settlement negotiations.
|
(ii)
|
The authority to approve any settlement involving Claims under or pursuant to the indemnities contained in paragraph 5.2 of this Agreement. Transocean's approval of any such settlement shall not be unreasonably withheld.
|
(b)
|
For any payments for which the BP Released Parties seek indemnification, BP shall submit a written demand therefor accompanied by reasonable proof of a judgment, settlement, or other indemnifiable costs incurred or owed (for purposes of this paragraph, the "Indemnification Demand"). Unless otherwise agreed by the Parties, Transocean shall make any indemnification payments due to the BP Released Parties within thirty (30) business days of receiving a proper Indemnification Demand. In the event of an appeal of such a judgment, payment of the Indemnification Demand shall not be due until 30 days after the entry of, and shall be limited to the amount required to be paid in, a final, non-appealable judgment.
|
(c)
|
Transocean agrees to indemnify the BP Released Parties for and against any Claims of any kind or nature whatsoever arising out of or relating to the
Deepwater Horizon
Incident asserted against any of the BP Released Parties by or on behalf of (i) any Transocean Released Party, other than, for the avoidance of doubt, Claims for indemnification under paragraph 5.1 (as subject to paragraphs 5.2 and 5.3) against BP or Claims by individuals within the definition of Transocean Released Parties that arise outside of the course of performing their responsibilities for Transocean; (ii) any Transocean Insurer relating to Claims under a Transocean Policy; or (iii) any and all insurers, reinsurers, indemnitors, subrogees, or assignees of any Transocean Released Party or Transocean Insurer relating to Claims under a Transocean Policy. Without limitation, the indemnity in this paragraph includes any Claim made in breach of paragraph 4.3.
|
(d)
|
In the event (i) any Transocean Releasing Party recovers or seeks to recover on any Claims arising out of or related to the
Deepwater Horizon
Incident against any Third Party (including any Transocean Contractor) or (ii) any Transocean Insurer, or any insurer, reinsurer, indemnitor, subrogee, or assignee of any Transocean Releasing Party or Transocean Insurer, recovers or seeks to recover against any Third Party (including any Transocean Contractor) on any Claims arising out of or related to the
Deepwater Horizon
Incident relating to any amounts paid or sought to be paid, directly or indirectly, to a Transocean Released Party (the claims described in (i) and (ii) are collectively defined as "Covered Claims Against Third Parties"), Transocean agrees to indemnify the BP Released Parties for and against any Claims asserted against any BP Released Party by or on behalf of any Third Party, seeking to recover from the BP Released Parties all or any amount of any costs (including attorney's fees and litigation expenses) incurred or payments made by a Third Party as a result of Covered Claims Against Third Parties. Without limitation, this indemnity includes any Claim made in breach of paragraphs 4.4 and 4.5.
|
(e)
|
The indemnities described in paragraphs 5.6(c) and (d) shall include the payment of the BP Released Parties' costs, attorneys' fees, and expenses in any lawsuit or other proceeding on a current basis and throughout the pendency of any such Claim, subject in all respects to the BP Released Parties' rights to control the defense and settlement of any such Claim. This indemnity shall also include all costs that the BP Released Parties incur related to litigation between or among any Transocean Releasing Party, any Transocean Insurer, and any insurer, reinsurer, indemnitor, subrogee, or assignee of any Transocean Releasing Party or Transocean Insurer, including costs, attorneys' fees, and expenses incurred in responding to third party discovery. Unless otherwise agreed to by the Parties, the BP Released Parties shall retain and be represented by their own counsel in any matter to which the indemnities in paragraphs 5.6(c) and (d) may apply.
|
(a)
|
In addition to any rights afforded by applicable law, BP, as the indemnitee, shall have the following responsibilities:
|
(i)
|
Unless the Parties agree otherwise, the BP Released Parties, or BP on their behalf, shall use their reasonable best efforts to assume the defense in and defend any lawsuit or other proceeding involving, or that is reasonably expected to involve, Claims under or pursuant to the indemnities in paragraph 5.2 of this Agreement. As part of its obligation to use reasonable best efforts to assume the defense in and defend such lawsuit or other proceeding, BP shall appeal such judgments where there is a reasonable good faith basis to appeal. Transocean and/or its Affiliates shall be solely responsible for the securing, posting or payment of any bond or any obligation required in lieu of payment pending the resolution of such appeal or for other costs of perfecting the appeal. The Parties may in the future agree, however, that Transocean will assume the defense of some or all of the Claims in any such lawsuit or other proceeding. If the Parties agree that Transocean will assume some or all of the defense of any such lawsuit or other proceeding, then Transocean shall be responsible for paying its own attorneys' fees and litigation costs for the Claims for which it has assumed the defense. For any lawsuit or other proceeding for which Transocean has assumed the defense of BP under this paragraph, Transocean shall keep BP reasonably informed of the progress of the litigation, and BP shall have the right to reasonably monitor the litigation, in which case BP shall be responsible for paying its own attorneys' fees and litigation costs.
|
(ii)
|
To promptly notify Transocean in writing and in reasonable detail of any Claim that arises after the execution of this Agreement that may be covered by the indemnities contained in paragraph 5.2 of this Agreement.
|
(iii)
|
To keep Transocean reasonably informed and to reasonably consult Transocean with respect to the progress of any Claim, or any settlement negotiations that any BP Released Party is responsible for relating to a Claim covered by any of the indemnities contained in paragraph 5.2 of this Agreement.
|
(a)
|
Subject to and pursuant to whatever court or body of law has jurisdiction over this Agreement, the Parties agree to cooperate fully and truthfully in the defense of any and all Claims relating to the
Deepwater Horizon
Incident, including in the Litigation, where BP and/or Transocean or their respective Affiliates are parties. The Parties further agree that they will continue to present truthfully the evidence and facts in any litigation, arbitration, governmental or regulatory proceeding or other Claim arising out of or related to the
Deepwater Horizon
Incident. Nothing in this Agreement prevents or restricts in any way any Person from fully and truthfully cooperating with, or from truthfully and completely testifying before, any federal, state, local or foreign government entity, including any federal, state or local governmental, regulatory or self-regulatory agency, body, committee (Congressional or otherwise), commission, or authority (including any governmental department, division, agency, bureau, office, branch, court, arbitrator, commission, tribunal, or other governmental instrumentality) ("Governmental Entity"), with respect to any investigation or inquiry concerning the
Deepwater Horizon
Incident. Further, subject to paragraphs 4.1(c)-(d), nothing in this Agreement limits any Party's ability to assert any and all matters of law or fact as a defense (and solely as a defense) to any Claim brought against it.
|
(b)
|
The Parties agree, to the extent practicable, consistent with applicable laws, and subject to any confidentiality limitations or restrictions, and also subject to attorney-client or other legal privilege, and further recognizing that some individuals are represented by independent counsel, to provide each other, upon request from their respective counsel, with reasonable and direct access to their respective documents, business records and all physical evidence, samples, and additives in their possession, custody or control.
|
(a)
|
BP, on behalf of the BP Releasing Parties, for purposes of this Litigation only and without prejudicing BP's or the BP Releasing Parties' arguments in any unrelated disputes, agrees to abide by and not further challenge the Order and Reasons and Rule 54(b) Partial Final Judgment of the District Court in Civil Actions Nos. 11-274 and 11-275 (E.D. La.), centralized in MDL 2179, dated November 15, 2011 (Rec. Doc. 4588) and March 1, 2012 (Rec Doc. 5938), respectively, and the decision of the Texas Supreme Court in
In re Deepwater Horizon
, No. 13-0670, delivered February 13, 2015, regarding the status, scope and extent of coverage of BP and its Affiliates as insureds or additional insureds under the Transocean Policies that are the subject of those orders and opinions. BP, on behalf of the BP Releasing Parties and their insurers, reinsurers, indemnitors, subrogees, and assignees, waives, releases, forever discharges, and covenants not to sue regarding the status, scope and extent of coverage of BP and its Affiliates as insureds or additional insureds under the Transocean Policies, as set forth in Exhibit A. Within 21 days of the Effective Date, BP will withdraw its motion for rehearing in the Texas Supreme Court in
In re Deepwater Horizon
, No. 13-0670, and the Parties will jointly move the United States Court of Appeals for the Fifth Circuit to dismiss with prejudice the appeal
In re Deepwater Horizon
, No. 12-30230, with each Party to bear its own costs on appeal.
|
(b)
|
BP further agrees (i) to accept as final and binding the present and future rulings of the magistrate judge in Civil Action Nos. 11-01439, 11-01440, and No. 12-1978 (E.D. La.) with respect to personal injury settlements and insurance reimbursement thereof arising from the
Deepwater Horizon
Incident, and (ii) to forever waive and release any claim against the Transocean Released Parties, Transocean Contractors, and Transocean Insurers for any settlement amounts requested by BP but not awarded by the magistrate judge in the above-identified actions.
|
(c)
|
The United States District Court for the Eastern District of Louisiana has already entered a final judgment dismissing Civil Action Nos. 11-01439 and 11-01440 with prejudice (Rec. Doc. 14426). BP and Transocean, on behalf of themselves and the Consenting Transocean Insurers, further agree to jointly move the United States District Court for the Eastern District of Louisiana to dismiss Civil Action Nos. 12-1978, 13-00282, and 13-00283, without prejudice to Transocean's rights to claim further under the insurance policies that are the subject of these civil actions and with each party to bear its own costs.
|
(d)
|
Nothing in this Section 8.2 shall affect Transocean's obligations under Articles IV and V with respect to personal injury settlements or the insurance reimbursement thereof.
|
(e)
|
The Parties agree that the resolution of the insurance dispute is in their mutual best interests in connection with the overall purposes of this Agreement and that BP has not received any specific value, in the form of non-cash consideration or otherwise, for agreeing to Sections 8.2(a)-(c).
|
(f)
|
Except for the Transocean Policies, this Agreement is not intended to, and shall not, prejudice any rights to insurance coverage that the BP Releasing Parties may have had as of the Effective Date or may have in the future under any insurance or reinsurance policy that may apply to the
Deepwater Horizon
Incident or any other Claim or loss; provided that such other insurance policies do not give rise to any subrogation, indemnification, or contribution claims against the Transocean Released Parties or the Transocean Insurers relating to the
Deepwater Horizon
Incident.
|
(a)
|
Each Party represents and warrants that: (i) it is a corporation or limited liability company, as the case may be, duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation; (ii) it has all requisite corporate or limited liability company, as the case may be, power and authority to enter into this Agreement; (iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or limited liability company action, does not violate any applicable law or regulation to which either Party is subject, and does not conflict with, or result in a breach of, any provision of the organizational documents of such Party; (iv) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party, enforceable in accordance with its terms; and (v) it has not assigned, transferred, or conveyed, or purported to have assigned, transferred or conveyed, to any Person or entity any property, interest, claim, demand, debt, liability, account, obligation, or cause of action herein transferred, released or assigned.
|
(b)
|
BP represents and warrants that it is authorized to act on behalf of the BP Releasing Parties in all respects pertinent to this Agreement.
|
(c)
|
Transocean represents and warrants that it is authorized to act on behalf of the Transocean Releasing Parties in all respects pertinent to this Agreement.
|
(d)
|
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED.
|
CONSENTING TRANSOCEAN INSURERS (as defined in Settlement Agreement paragraph 2.13)
|
|||
Policy Type
|
Policy Number
|
Limits
|
Underwriter Syndicate or Company Name
|
Liability
|
RANGER340USPL.09-10
|
$50 M
|
Ranger Insurance Limited
|
01481
09L 1563-01
14211
|
16.6650% of $150 M xs $50 M
|
National Union Fire Insurance Company of Pittsburgh, Pa.
Navigators Insurance Company Infrassure Ltd. |
|
PE0902536
|
53.4190% of $150 M xs $50 M
|
Axis Specialty Europe Limited
Berkley Insurance Company
Houston Casualty Company
Lloyd's Syndicate 2003 Lloyd's Syndicate 1084 Lloyd's Syndicate 4444 Lloyd's Syndicate 4020 Lloyd's Syndicate 1414 Lloyd's Syndicate 958 Lloyd's Syndicate 2007 Lloyd's Syndicate 2121 Lloyd's Syndicate 623 Lloyd's Syndicate 1183 Lloyd's Syndicate 2987 Lloyd's Syndicate 1919 Lloyd's Syndicate 2623 |
|
PE0902632
|
29.9160% of $150 M xs $50 M
|
Lloyd's Syndicate 1036
Lloyd's Syndicate 2001 Lloyd's Syndicate 1225 Lloyd's Syndicate 510 |
|
OMH 2628810-01
3H446313004
01482
09L 1563-02
ML100613/09
MLB-VIC-0008800-0
UM00018490EL09A
MAR 5842496-04
|
100% of $150 M xs $200 M
|
Great American Insurance Co. of New York
Liberty Mutual Insurance Company National Union Fire Insurance Company of Pittsburgh, Pa. Navigators Insurance Company New York Marine and General Insurance Company Valiant Insurance Company XL Specialty Insurance Company Zurich American Insurance Company |
CONSENTING TRANSOCEAN INSURERS (as defined in Settlement Agreement paragraph 2.13)
|
|||
OMH 2628836-00
MAXA60M0005073
01483
09L 1563-03
UM00013044EL09A
MAR 5843392-01
|
38.7500% of $200 M xs $350M
|
Great American Insurance Co. of New York
Max America Insurance Company National Union Fire Insurance Company of Pittsburgh, Pa. Navigators Insurance Company XL Specialty Insurance Company Zurich American Insurance Company |
|
PE0902635
|
61.2500% of $200 M xs $350 M
|
Lloyd's Syndicate 1036
Lloyd's Syndicate 3000 Lloyd's Syndicate 1183 Lloyd's Syndicate 1084 Lloyd's Syndicate 2001 Lloyd's Syndicate 2003 Lloyd's Syndicate 4472 Lloyd's Syndicate 4444 Lloyd's Syndicate 1225 |
|
PE0902652
|
90.0000% of $200 M xs $550 M
|
Lloyd's Syndicate 1036
Lloyd's Syndicate 1209 Arch Insurance Company (Europe) Ltd. Lloyd's Syndicate 1919 Lloyd's Syndicate 4020 Lloyd's Syndicate 2468 Lloyd's Syndicate 4472 Lloyd's Syndicate 5000 Lloyd's Syndicate 2007 Lloyd's Syndicate 2987 Lloyd's Syndicate 1225 |
|
PE0902744
|
10.0000% of $200 M xs $550 M
|
Lloyd's Syndicate 1221
|
|
Marine Package
|
PE0902090
|
5% Sections I-VI
|
Ace European Group Limited
Lloyd's Syndicate 1036
|
Marine Package
|
PE0902536
|
83.675% Sections I-IV
|
Ace European Group Limited
AXIS Specialty Europe Limited
Lancashire Insurance Company (UK) Ltd.
Torus Insurance (UK) Limited
Berkley Insurance Company
|
CONSENTING TRANSOCEAN INSURERS (as defined in Settlement Agreement paragraph 2.13)
|
|||
Lloyd's Syndicate 1036
Lloyd's Syndicate 2003
Lloyd's Syndicate 1209
Lloyd's Syndicate 1084
Lloyd's Syndicate 780
Lloyd's Syndicate 4444
Lloyd's Syndicate 4020
Lloyd's Syndicate 1414
Lloyd's Syndicate 958
Lloyd's Syndicate 2007
Lloyd's Syndicate 2121
Lloyd's Syndicate 2623/623
Lloyd's Syndicate 1183
Lloyd's Syndicate 457
Lloyd's Syndicate 1225
Lloyd's Syndicate 2987
Lloyd's Syndicate 1919
AIG UK Limited
Houston Casualty Company
|
|||
Marine Package
|
DR100048/09
HICPS2009AA03
OEP0021512-02
UM00019106EN09A
15861
|
11.325% Section I-IV
|
New York Marine and General Insurance Company
Hudson Insurance Company (Odyssey Re)
Arch Insurance Company
XL Specialty Insurance Company
Infrassure Ltd.
|
Oil Spill Financial Responsibility
|
PE0903289000
|
$104,281,600 Deepwater Horizon
|
Lloyd's Syndicate 1036
Lloyd's Syndicate 1183
Lloyd's Syndicate 2007
Lloyd's Syndicate 3000
Lloyd's Syndicate 2468 Lloyd's Syndicate 1414 |
NON-CONSENTING TRANSOCEAN INSURERS
|
|||
$750 M
|
|||
RIG-060/CUBL004-09
|
$25 M p/o $250 M xs $750 M
|
Canopius Underwriting Bermuda Limited
|
IN RE: OIL SPILL by the OIL RIG
"DEEPWATER HORIZON" in the
GULF OF MEXICO,
on APRIL 20, 2010
Applies to: All Cases
|
§
§
§
§
§
§
§
§
§
|
MDL No. 2179
SECTION: J
HONORABLE JUDGE BARBIER
MAGISTRATE JUDGE SHUSHAN
|
(a)
|
Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Deepwater Inc., and Transocean Offshore Deepwater Drilling Inc. ("Transocean");
|
(b)
|
The Plaintiffs Steering Committee in MDL 2179 ("PSC"), on behalf of the members of a putative New Class, as defined in Section 4; and
|
(c)
|
DHEPDS Class Counsel, on behalf of the DHEPDS Class, as defined in Section 5.
|
(a)
|
Punitive Damages Claims, as defined in Section 5, arising out of, due to, resulting from, or relating in any way to, directly or indirectly, the
Deepwater Horizon
Incident that the New Class Members assert against Transocean. As referenced and subject to the conditions herein, the intent and purpose of this SA is that a putative class action (to be filed subsequent to execution of this SA), for settlement purposes only, asserting Punitive Damages Claims against Transocean on behalf of the New Class as defined in Section 4 (the "New Class Action") will be resolved by this SA, and certain Punitive Damages Claims made by and on behalf of the New Class Members against Transocean will be resolved and dismissed with prejudice in accordance with the terms of this SA.
|
(b)
|
Assigned Claims, as defined in Section 5, that the DHEPDS Class asserts against Transocean. As referenced and subject to the conditions herein, the intent and purpose of this SA is that all Assigned Claims against Transocean will be resolved and dismissed with prejudice by and on behalf of the DHEPDS Class in accordance with the terms of this SA.
|
(1)
|
All Natural Persons, businesses, trusts, non-profits, or any other Entity who, anytime between April 20, 2010 through April 18, 2012, owned, leased, rented, or held any proprietary interest in Real Property (a) alleged to have been touched or physically damaged by oil, other hydrocarbons, or other substances from the MC252 Well or the Deepwater Horizon MODU and its appurtenances (including the riser and blowout preventer), (b) alleged to have been touched or physically damaged by substances used in connection with the
Deepwater Horizon
Incident, or (c) classified as having or having had the presence of oil thereupon in the database of the
Deepwater Horizon
Unified Command Shoreline Cleanup Assessment Team ("SCAT" database).
|
(2)
|
All Natural Persons, businesses, trusts, non-profits, or any other Entity who, anytime between April 20, 2010 through April 18, 2012, owned, chartered, leased, rented, or held any proprietary interest in Personal Property located in Gulf Coast Areas or Identified Gulf Waters, alleged to have been touched or physically damaged by (a) oil, other hydrocarbons, or other substances from the MC252 Well or the Deepwater Horizon MODU and its appurtenances (including the riser and blowout preventer), or (b) substances used in connection with the
Deepwater Horizon
Incident.
|
(3)
|
All Commercial Fishermen or Charterboat Operators who, anytime from April 20, 2009 through April 18, 2012, (a) owned, chartered, leased, rented, managed, operated, utilized or held any proprietary interest in commercial fishing or charter fishing Vessels that were Home Ported in or that landed Seafood in the Gulf Coast Areas, or (b) worked on or shared an interest in catch from Vessels that fished in Specified Gulf Waters and landed Seafood in the Gulf Coast Area.
|
(4)
|
All Natural Persons who, anytime between April 20, 2009 through April 18, 2012, fished or hunted in the Identified Gulf Waters or Gulf Coast Areas to harvest, catch, barter, consume or trade natural resources including Seafood and game, in a traditional or customary manner, to sustain basic family dietary, economic security, shelter, tool, or clothing needs.
|
(b)
|
New Class Exclusions
. Excluded from the New Class are the following:
|
(1)
|
Any New Class Member who timely and properly elects to opt out of the New Class under the procedures established by the Court;
|
(2)
|
Defendants in MDL 2179;
|
(3)
|
The Court, including any sitting judges on the United States District Court for the Eastern District of Louisiana, their law clerks serving during the pendency of MDL 2179, and any immediate family members of any such judge or law clerk;
|
(4)
|
Governmental Organizations as defined in Section 5;
|
(5)
|
Any Natural Person or Entity who or that made a claim to the GCCF, was paid, and executed a valid GCCF Release and Covenant Not to Sue, provided, however, that a GCCF Release and Covenant Not to Sue covering only Bodily Injury Claims shall not be the basis for exclusion of a Natural Person;
|
(6)
|
BP Released Parties and individuals who were employees of BP Released Parties during the Class Period; and
|
(7)
|
HESI and individuals who were employees of HESI during the Class Period.
|
(8)
|
Transocean and individuals who are current employees of Transocean, or who were employees of Transocean during the Class Period;
|
(a)
|
Administrative Costs means all costs associated with the implementation and administration of the notice, allocation and claims processes contemplated by this SA, including without limitation, court approved compensation and costs of special masters, and/or Claims Administrator, including but not limited to its vendors, experts and legal counsel, if any, costs of the Notice Program(s), costs of implementing and administering the New Class claims process, costs of establishing the Settlement Fund, costs of distributing Settlement Benefits, costs associated with the establishment and operation of the Settlement Fund, including but not limited to the trustee, any directed trustee, and any paying agent, and including all Taxes on monies held in the Settlement Fund, and all other costs and compensation associated with the implementation and administration of this SA. Administrative Costs do not include costs Transocean incurs to analyze New Class Opt Out forms.
|
(b)
|
Affiliate means, with respect to any Natural Person or Entity, any other Natural Person or Entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or has the power to control or be controlled by, or is under common control or common ownership with, such Natural Person or Entity.
|
(c)
|
Allocation Neutral means the special master or U.S. Magistrate Judge appointed by the Court to allocate the Aggregate Payment described in Section 6 between the New Class and the DHEPDS Class subject to the terms and conditions set forth in this SA.
|
(d)
|
Assigned Claims means all of the claims defined in Section 1.1.3 of Exhibit 21 to the DHEPDS, but does not include the "Retained Claims" defined in Section 1.1.4 of Exhibit 21 to the DHEPDS.
|
(e)
|
Assignment means the assignment of claims made through Exhibit 21 to the DHEPDS.
|
(f)
|
Bodily Injury Claims means claims for actual damages or Punitive Damages, including lost wages, for or resulting from personal injury, latent personal injury, future personal injury, progression of existing personal injury, disease, death, fear of disease or personal injury or death, mental or physical pain or suffering, or emotional or mental harm, anguish or loss of enjoyment of life, including any claim for mental health injury, arising out of, due to, resulting from, or relating in any way to, directly or indirectly, the
Deepwater Horizon
Incident.
|
(g)
|
BP means BP Exploration & Production Inc. and BP America Production Company.
|
(h)
|
BP Released Parties means the Released Parties described in Section
|
(i)
|
Charterboat Operators means owners, captains and deckhands of charter fishing vessels that carry passengers(s) for hire to engage in recreational fishing.
|
(j)
|
Claims Administrator means the claims administrator appointed by the Court to oversee the Claims Program for the New Class.
|
(k)
|
Claims Program means the Court-supervised claims program developed to distribute Settlement Benefits to the New Class as described in Section 8.
|
(l)
|
Class Period means April 20, 2010 until April 18, 2012.
|
(m)
|
Commercial Fisherman means a Natural Person or Entity that derives income from catching Seafood and selling Seafood, which shall include Vessel owners, boat captains, boat crew, boat hands, and others who are paid based on the quantity of Seafood lawfully caught while holding a commercial fishing license issued by the United States and/or the State(s) of Alabama, Florida, Louisiana, Mississippi and/or Texas, or otherwise engaged in lawful commercial fishing.
|
(n)
|
Court means the United States District Court for the Eastern District of Louisiana, in In re: Oil Spill by the Oil Rig "
Deepwater Horizon
" in the Gulf of Mexico, on April 20, 2010, MDL No. 2179, Judge Carl Barbier, presiding.
|
(o)
|
Deepwater Horizon
Incident means the events, actions, inactions and omissions leading up to and including (i) the design, planning, preparation or drilling of the MC252 Well; the services contracted for or provided by Transocean, its Affiliates or by any other person with respect to the MC252 Well, the Deepwater Horizon Mobile Offshore Drilling Unit ("MODU") and its appurtenances (including the riser and blowout preventer); (ii) the blowout of the MC252 Well; (iii) the explosions and fire on board the
Deepwater Horizon
on or about April 20, 2010; (iv) the sinking of the
Deepwater Horizon
on or about April 22, 2010; (v) efforts to control the MC252 well; (vi) the release of oil, other hydrocarbons and other substances from the MC252 Well and/or the
Deepwater Horizon
rig and its appurtenances; (vii) the efforts to contain the MC252 Well; (viii) Response Activities, including the VoO program; (ix) any damages to the MC252 Well, any reservoir, aquifer, geological formation, or underground strata related to the foregoing; and (x) the subsequent clean up and remediation efforts and all other responsive actions taken in connection with the blowout of the MC252 Well.
|
(p)
|
DHEPDS means the
Deepwater Horizon
Economic and Property Damages Settlement Agreement as Amended on May 2, 2012.
|
(q)
|
DHEPDS Claims Administrator means the "Claims Administrator" defined in Section 38.21 of the DHEPDS.
|
(r)
|
DHEPDS Class means the
Deepwater Horizon
Economic and Property Damages Settlement Class defined in the DHEPDS, preliminarily certified in May of 2012, and formally certified by the Court on December 21, 2012.
|
(s)
|
DHEPDS Class Counsel means the DHEPDS Class Counsel appointed by the Court.
|
(t)
|
DHEPDS Class Members means all such Natural Persons or Entities who are members of the DHEPDS Class and did not timely and properly opt out of the DHEPDS Class.
|
(u)
|
DHEPDS Effective Date means the "Effective Date" of the DHEPDS as defined in Section 38.62 of the DHEPDS.
|
(v)
|
DHEPDS Settlement Program means the
Deepwater Horizon
Court Supervised Settlement Program defined in Section 38.41 of the DHEPDS. Distribution Model means the distribution model developed by the Claims Administrator for the New Class and described in Section 8.
|
(w)
|
Effective Date means the "Effective Date" of this SA, as described in Section 20.
|
(x)
|
Entity means an organization, business, Local Government, or entity, other than a Governmental Organization, operating or having operated for profit or not-for-profit, including without limitation, a partnership, corporation, limited liability company, association, joint stock company, trust, joint venture or unincorporated association of any kind or description.
|
(y)
|
Final, with respect to any order of the Court, means an order for which either of the following has occurred: (1) the day following the expiration of the deadline for appealing the entry of the order, if no appeal is filed, or (2) if an appeal of the order is filed, the date upon which all appellate courts with jurisdiction (including the United States Supreme Court by petition for writ of certiorari) affirm such order, or deny any such appeal or petition for writ of certiorari, such that no future appeal is possible.
|
(z)
|
Finfish means fish other than shellfish and octopuses.
|
(aa)
|
GCCF means the Gulf Coast Claims Facility.
|
(bb)
|
GCCF Release and Covenant Not to Sue means the release executed in exchange for payment of a GCCF claim.
|
(cc)
|
Governmental Organization means: (i) the government of the United States of America; (ii) the state governments of Texas, Louisiana, Mississippi, Alabama, and Florida (including any agency, branch, commission, department, unit, district or board of the state); and (iii) officers or agents of the U.S., states, and/or Indian tribes appointed as "Natural Resource Damages Trustees" pursuant to the Oil Pollution Act of 1990 as a result of the
Deepwater Horizon
Incident. Governmental Organization does not include any Local Government.
|
(dd)
|
Gulf Coast Areas means the States of Louisiana, Mississippi, and Alabama; the counties of Chambers, Galveston, Jefferson and Orange in the State of Texas; and the counties of Bay, Calhoun, Charlotte, Citrus, Collier, Dixie, Escambia, Franklin, Gadsden, Gulf, Hernando, Hillsborough, Holmes, Jackson, Jefferson, Lee, Leon, Levy, Liberty, Manatee, Monroe, Okaloosa, Pasco, Pinellas, Santa Rosa, Sarasota, Taylor, Wakulla, Walton and Washington in the State of Florida, including all adjacent Gulf waters, bays, estuaries, straits, and other tidal or brackish waters within the States of Louisiana, Mississippi, Alabama or those described counties of Texas or Florida.
|
(ee)
|
HESI means Halliburton Energy Services, Inc., and Halliburton Company, and all and any of their Affiliates.
|
(ff)
|
HESI Settlement means the HESI Punitive Damages and Assigned Claims Settlement Agreement (Amended as of November 13, 2014) (Rec. Doc. No. 13646-1) as may be further amended from time to time.
|
(gg)
|
Home Ported means the home port of a vessel as documented by a 2009 or 2010 government-issued vessel registration.
|
(hh)
|
Identified Gulf Waters means the United States and state territorial waters of the Gulf of Mexico and all adjacent bays, estuaries, straits, and other tidal or brackish waters within the territory of the States of Louisiana, Mississippi, and Alabama and the Texas and Florida counties listed in the definition of Gulf Coast Areas, and which are shown on the map attached as Attachment D.
|
(ii)
|
Local Government means a county, parish, municipality, city, town, or village (including any agency, branch, commission, department, unit, district or board of such Local Government).
|
(jj)
|
MC252 Well means the exploratory well named "Macondo" that was drilled by the Transocean
Marianas
and
Deepwater Horizon
rigs in Mississippi Canyon, Block 252 on the outer continental shelf in the Gulf of Mexico.
|
(kk)
|
Natural Person means a human being, and shall include the estate of a human being who died on or after April 20, 2010.
|
(ll)
|
New Class means the New Class defined in Section 4.
|
(mm) | New Class Counsel means the class counsel appointed by the Court to represent the New Class. |
(nn)
|
New Class Members means all such Natural Persons or Entities who or that satisfy the requirements for membership in the New Class and do not timely and properly opt out of the New Class.
|
(oo)
|
Notice Program means any and all notice to New Class Members or DHEPDS Class Members ordered by the Court in relation to this SA, including any reminder notices and termination notices.
|
(pp)
|
Opt Outs means those Natural Persons and Entities included in the New Class Definition who timely and properly exercise their rights to opt out of the New Class and are therefore not members of the New Class.
|
(qq)
|
Oyster Beds means oyster beds located in Identified Gulf Waters that were closed for fishing or harvesting by a federal, state, or local government authority due to or as a result of the
Deepwater Horizon
Incident, or oyster beds located in the Identified Gulf Waters that were touched by (i) oil, other hydrocarbons, or other substances from the MC252 Well or the Deepwater Horizon MODU and its appurtenances (including the riser and blowout preventer), or (ii) substances used in connection with the
Deepwater Horizon
Incident.
|
(rr)
|
Personal Property means any form of tangible property that is not Real Property, including Vessels.
|
(ss)
|
Property means Real Property and Personal Property.
|
(tt)
|
Punitive Damages means any and all punitive, exemplary, or multiple damages and any and all costs or fees incurred or awarded in connection with asserting a claim for such damages. Punitive Damages do not include any claims for civil or criminal penalties or fines imposed by any governmental authority.
|
(uu)
|
Punitive Damages Claims means any claim, counterclaim, cross-claim, demand, charge, dispute, controversy, action, cause of action, suit, proceeding, arbitration, alternative dispute resolution, inquiry, investigation or notice, whether of a civil, administrative, investigative, private or other nature, and whether pending, threatened, present or initiated in the future, and whether known or unknown, suspected or unsuspected, under any current or future local, state, federal, foreign, tribal, supranational or international law, regulation, equitable principle, contract or otherwise, for Punitive Damages whether brought directly, by subrogation, by assignment or otherwise.
|
(vv)
|
Real Property means all real property adjacent to Identified Gulf Waters, including property below the surface of the water, Oyster Beds, and deeded docks.
|
(ww)
|
Released Claims means the "New Class Released Claims" described in Section 10(a) and set forth in the New Class Release of Transocean attached as Attachment A, and the claims released by the DHEPDS Class, described in Section 10(b), and set forth in the Assigned Claims Release of Transocean attached as Attachment B. Released Claims do not include any "New Class Expressly Reserved Claims," in the New Class Release of Transocean attached as Attachment A, or any claims expressly reserved in the Assigned Claims Release of Transocean attached as Attachment B.
|
(xx)
|
Response Activities means the clean-up, remediation efforts, and all other responsive actions (including the use and handling of dispersants) relating to the releases of oil, other hydrocarbons and other pollutants from the MC252 Well and/or the
Deepwater Horizon
and its appurtenances, and the
Deepwater Horizon
Incident.
|
(yy)
|
Seafood means fish and shellfish, including shrimp, oysters, crab, menhaden, and Finfish, caught in the Specified Gulf Waters or Identified Gulf Waters.
|
(zz)
|
Specified Gulf Waters means the United States and state territorial waters of the Gulf of Mexico where residents of Gulf Coast Areas are allowed to lawfully fish, under a United States or state-issued permit or otherwise, and all adjacent bays, estuaries, straits, and other tidal or brackish waters within the territory of the States of Louisiana, Mississippi, and Alabama and the Texas and Florida counties listed in the definition Gulf Coast Areas, and which are shown on the map attached as Attachment D.
|
(aaa)
|
Taxes means all federal, state, local, and/or foreign taxes of any kind on any income earned by or with respect to the Settlement Fund, or any other funds associated with the settlement of this matter, including the expenses and costs of tax attorneys and accountants retained by New Class Counsel, DHEPDS Counsel or the escrow agent of the Settlement Fund.
|
(bbb)
|
Transocean Affiliate means with respect to Transocean, any other Natural Person or Entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or has the power to control or be controlled by, or is under common control or common ownership with Transocean. Transocean Affiliate includes "Transocean Parties" as defined in Exhibit 21, Section 2.117, to the DHEPDS. Transocean Affiliate expressly does not include any Natural Person or Entity that is directly or indirectly controlled by or under common control or ownership by BP or HESI or any other party that is a defendant in MDL 2179 and was not a Transocean Affiliate prior to or as of the date of the SA.
|
(ccc)
|
Transocean Released Parties means Transocean Ltd., Transocean Inc., Triton Asset Leasing GmbH, Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC and all of their parent and subsidiary companies, and any past, present and future Affiliates, and each of their respective business units, divisions, product service lines, predecessors, and successors, and each of their respective insurers, agents, servants, representatives, officers, directors (or Natural Persons performing similar functions), employees, attorneys and administrators, all and only in their capacities as such. Future Transocean Affiliates expressly does not include any Entity created by or resulting from a merger with a HESI Entity or a BP Entity, or acquisition of an ownership interest among any of the same.
|
(ddd)
|
Vessel means every description of watercraft or other artificial contrivance used, or capable of being used, as a means of transportation on water |
(eee)
|
VoO means Vessels of Opportunity, the program through which BP, or its contractors, contracted with vessel owners to assist in
Deepwater Horizon
Incident Response Activities.
|
(a)
|
Transocean shall make an Aggregate Payment of $211,750,000 (two hundred and eleven million, seven hundred and fifty thousand) U.S. dollars ("USD") (the "Aggregate Payment") to resolve both the alleged liability to the New Class for Punitive Damages Claims, if any, and the alleged liability to the DHEPDS Class for the Assigned Claims against Transocean under the DHEPDS. DHEPDS Class Counsel and the PSC have agreed to accept the Aggregate Payment from Transocean, subject to the terms and conditions set forth herein, including the allocation of the Aggregate Payment by the Allocation Neutral described below.
|
(b)
|
All Administrative Costs shall be paid from the Aggregate Payment. Under no circumstances shall Transocean be liable for any Administrative Costs. At the request of the PSC or New Class Counsel, as applicable, and/or the DHEPDS Class Counsel, Transocean agrees to consult with them to explore methods to enhance the efficiency of the implementation and administration of the processes for the distribution of the Aggregate Payment amount pursuant to the provisions of the SA.
|
(c)
|
Only as agreed to by the Parties in Section 23 of this SA, Transocean shall pay the reasonable common benefit costs and fees of the PSC, New Class Counsel, as applicable, and DHEPDS Class Counsel and/or other common benefit attorneys who have submitted time and/or costs in accordance with Pre-Trial Order No. 9, as may be approved by the Court. In no event shall Transocean be required to pay any common benefit costs or fees of the PSC, New Class Counsel, DHEPDS Class Counsel or any other common benefit attorneys, or any other person who claims a right to fees and costs, in excess of the amount agreed to by the Parties in Section 23 of this SA.
|
(a)
|
An Allocation Neutral shall be appointed by the Court, and such Allocation Neutral shall allocate the Aggregate Payment between the New Class and the DHEPDS Class with finality, subject to the terms of this SA and the Court's determination that the Allocation Neutral appropriately performed the assigned function. The Parties may not cancel or terminate the SA based on the Allocation Neutral's allocation. Transocean shall not have any responsibility or liability whatsoever for the allocation of the Aggregate Payment.
|
(b)
|
The Allocation Neutral shall have the ability to communicate,
ex parte
or otherwise, with and obtain information from the Parties in furtherance of his/her assigned function. All communications between and among the Allocation Neutral and the Parties shall be treated and considered by the Parties as confidential, privileged and otherwise protected by Federal Rule of Evidence 408. The Parties shall request the Court to instruct the Allocation Neutral to treat and consider all such communications as confidential, privileged and otherwise protected by Federal Rule of Evidence 408.
|
(c)
|
The Allocation Neutral may also communicate
ex parte
or otherwise, with nonparties to obtain information as he/she deems appropriate. The Parties shall treat and consider all communications between and among the Allocation Neutral and any nonparty as confidential, privileged and otherwise protected by Federal Rule of Evidence 408. The Parties shall request the Court to instruct the Allocation Neutral to treat and consider all such communications as confidential, privileged and otherwise protected by Federal Rule of Evidence 408.
|
(d)
|
The Allocation Neutral's appointment shall terminate on the date that an order of the Court approving the allocation of the Aggregate Payment becomes Final.
|
(e)
|
The Allocation Neutral shall file his/her final recommendation as soon as practicable or in a timeframe established by the Court.
|
(f)
|
Use of Allocation Materials
. The New Class, New Class Members, PSC, New Class Counsel, DHEPDS Class, DHEPDS Class Counsel, and Transocean, each agree, represent, and warrant that all documents and communications relating to the Allocation Neutral's development of the allocation shall (i) be kept confidential, subject to valid legal process; (ii) not be used by them for any purpose other than the allocation; and (iii) be inadmissible and not used in any litigation, arbitration, mediation, settlement
|
(a)
|
Establishment of a Court-Supervised Claims Program for the New Class
. Subject to the terms and conditions herein, the PSC or New Class Counsel, as applicable, shall make arrangements to establish a Court-supervised claims program for the New Class. A Claims Administrator appointed by the Court shall develop a Distribution Model for the Court-supervised Claims Program. The Distribution Model may be included in the notice of this SA to the New Class under the Notice Program, or may be developed after Court approval of this SA and/or certification of the New Class, as the Court directs. The PSC or New Class Counsel, as applicable, will consult with Transocean on the Claims Program, including on issues such as periodic reporting to Transocean by the Claims Administrator of summary claims data and receipt of electronic copies of executed Individual Releases. Transocean shall be entitled to standard reports of claims data. If Transocean requests additional information, such as paper copies of Individual Releases, Transocean shall be responsible for the costs of generating such information. If any dispute with Transocean arises with respect to the Claims Program, the Court will resolve the matter consistently with the terms of this SA. The PSC or New Class
|
(b)
|
Distribution of Settlement Benefits for the DHEPDS Class
. The occurrence of the Effective Date is a condition precedent to distribution of any funds to the DHEPDS Class. After the Effective Date, the portion of the Aggregate Payment allocated to the DHEPDS Class, minus any relevant previously-incurred Administrative Costs will be placed in a sub-fund of the Settlement Fund created for the DHEPDS Class subject to further order of the Court as described in Section 9.
|
(c)
|
Administrative Costs
. The Court will order disbursements of funds from the Aggregate Payment as needed to cover Administrative Costs. Funds may be disbursed to cover Administrative Costs beginning as soon as the payment described in Section 9(a)(ii) is made into the Settlement Fund described in Section 9.
|
(d)
|
Timing of Distributions to New Class Members and DHEPDS Class
. After the Effective Date, distributions of the New Class Funds shall occur as soon as practicable, or in a timeframe ordered by the Court, consistently with the terms and conditions of this SA. After the Effective Date, a Final order approving the Distribution Model for the New Class is a condition precedent to distribution of any funds to the New Class Members, but does not affect the timing of any distribution to the DHEPDS Class. After the Effective Date, any order with respect to distribution of funds allocated to the DHEPDS Class is not a condition precedent to and does not affect the timing of any distribution to the New Class.
|
(e)
|
Appeal
. In developing the Court Supervised Claims Program for the New Class, the Claims Administrator shall establish rules for appealing the determinations of the Claims Administrator to the Court. The Court's decision on any such appeal involving the amount of any payment to any individual claimant shall be final and binding, and there shall be no appeal to any other court including the U.S. Court of Appeals for the Fifth Circuit. The Parties expressly waive any right to further appeal of the Court's decision on any appeal referenced in this paragraph.
|
(a)
|
Provision of Aggregate Payment
. Transocean shall provide the Aggregate Payment as follows:
|
i.
|
The Aggregate Payment shall be placed in an escrow account governed by a Court approved Escrow Agreement (the "Settlement Fund"). The Settlement Fund, including all accounts and subaccounts thereof, shall be treated as (i) a "qualified settlement fund" within the meaning of Treas. Reg. § 1.468B-1, et seq., and (ii) a qualified settlement fund or other analogous fund described in any other applicable local, state or foreign law (as described in (i) or (ii), a "QSF"). The escrow agent of the Settlement Fund shall be the administrator of the QSF pursuant to Treas. Reg. § 1.468B-2(k)(3) and any other applicable law. The Parties shall cooperate and take all steps necessary for establishing and treating the Settlement Fund as a QSF and, to the fullest extent permitted by applicable law, shall not take a position (nor permit an agent to take a position) in any filing or before any tax authority inconsistent with such treatment. The Parties agree to treat the Settlement Fund as a QSF from the earliest possible date, including through the making of a "relation back" election as described in Treas. Reg. § 1.468B-1(j)(2) with respect to the Settlement Fund and any analogous election under other applicable law.
|
ii.
|
Transocean shall pay into the Settlement Fund the Aggregate Payment within 60 calendar days of the filing of this SA with the Court. If the Settlement Fund is not established within 60 days of the filing of this SA with the Court, Transocean shall pay the Aggregate Payment into the Settlement Fund within 7 days of the date on which the Settlement Fund is established.
|
iii.
|
The PSC or New Class Counsel, as applicable, and DHEPDS Class Counsel, in consultation with Transocean, will recommend an escrow agent for appointment by the Court to maintain and oversee the Settlement Fund, and if any dispute with Transocean arises with respect to the appointment of the escrow agent, the Court will resolve the matter consistently with the terms of this SA. The PSC or New Class Counsel, as applicable, and DHEPDS Class Counsel, in consultation with Transocean, shall define the scope and responsibilities of the escrow agent of the Settlement Fund. If any dispute with Transocean arises with respect to the scope and responsibilities of the escrow agent, the Court will resolve the matter consistently with the terms of this SA.
|
iv.
|
Except for approved Administrative Costs already disbursed from the Settlement Fund, the Aggregate Payment shall be held in the Settlement Fund (which includes sub-funds of the Settlement Fund established consistent with the terms and conditions of this SA and any applicable Court order). Upon the Effective Date, all income earned on money held in the Settlement Fund, net of Taxes, shall belong to the New Class and the DHEPDS Class, proportionally based on the allocation of the Aggregate Payment by the Allocation Neutral. The Aggregate Payment shall remain in the Settlement Fund until distribution, as provided in Section 9(b).
|
v.
|
The Settlement Fund escrow agent shall invest any funds in the Settlement Fund in: (1) United States Treasuries: (2) United States government money market funds having a AAA/Aaa rating awarded by at least two of the three major rating agencies (Standard & Poor's, Moody's or Fitch); (3) Interest bearing deposits at federally insured depository institutions that are at all times rated A+/A1 or higher by Standard & Poor's and Moody's provided such depository institution rated A+/A1 or higher; or (4) as agreed by the Parties, and shall collect and reinvest all interest accrued thereon, except that any residual cash balances of less than $100,000.00 may be invested in money market mutual funds comprised exclusively of investments secured by the full faith and credit of the United States. In the event that the funds in the Settlement Fund are invested in United States Treasuries and the yield on the United States Treasuries is negative, in lieu of purchasing such Treasuries, all or any portion of the funds held by the Settlement Fund may be deposited in a non-interest bearing account in a federally insured depository institution, as described above. No risk related to the investment of the Aggregate Payment in the Settlement Fund shall be borne by Transocean. All Taxes arising with respect to income earned by the Settlement Fund shall be paid out of the Settlement Fund, and shall be timely paid by the Settlement Fund escrow agent. Any tax returns prepared for the Settlement Fund (as well as the election set forth therein) shall be consistent with its status as a QSF and in all events shall reflect that all Taxes (including any interest or penalties) on the income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided herein.
|
vi.
|
The Settlement Fund shall indemnify Transocean for all Taxes imposed on the income earned by or with respect to the Settlement Fund. Without limiting the foregoing, from the Settlement Fund, the Settlement Fund escrow agent shall reimburse Transocean for any such Taxes to the extent they are imposed on or paid by Transocean for a period during which the Settlement Fund does not qualify as a "qualified settlement fund."
|
vii.
|
Transocean shall have no responsibility for or involvement in maintaining or investing the Aggregate Payment or the funds in the Settlement Fund or for the establishment or maintenance of the Settlement Fund, for the payment of Taxes, or for the distribution of the Settlement Fund or the administration of the SA.
|
(b)
|
Consistent with Section 8 above, after the Effective Date and subject to further order of the Court, the escrow agent of the Settlement Fund will establish or cause to be established a sub-fund of the Settlement Fund to hold the funds allocated to the New Class and income earned on the funds, net of Taxes, allocated to the New Class (the "New Class Sub-Fund") and a sub-fund of the Settlement Fund to hold funds allocated to the DHEPDS Class and income earned on the funds, net of Taxes, allocated to the DHEPDS Class (the "DHEPDS Class Sub-Fund"), both of which shall form part of the Settlement Fund. All income earned on funds, net of Taxes, and held in the New Class Sub-Fund shall become part of the New Class Sub-Fund and belong to the New Class. All income earned on funds, net of Taxes, and held in the DHEPDS Class Sub-Fund shall become part of the DHEPDS Class Sub-Fund and belong to the DHEPDS Class. Subject to further order of the Court, after funds are placed in these sub-funds, any
|
(a)
|
Release of Specified New Class Punitive Damages Claims
. The New Class Members defined in Section 4 shall release and forever discharge, with prejudice, New Class Released Claims as defined in the New Class Release of Transocean (Attachment A to this SA) against the Transocean Released Parties upon the Effective Date of this SA.
|
(b)
|
Release of Claims against Transocean by DHEPDS Class
. The DHEPDS Class shall release and forever discharge, with prejudice, Assigned Claims against the Transocean Released Parties upon the Effective Date of this SA. These Assigned Claims are further defined as part of Exhibit 21 to the DHEPDS Agreement, and are intended to be all Assigned Claims against the Transocean Released Parties. The release of Assigned Claims against the Transocean Released Parties by the DHEPDS Class is not intended to be, and shall not operate as, a release of any individual claim of any DHEPDS Class Member except to the extent that any DHEPDS Class Member has asserted or attempts to assert an individual right to pursue any of the Assigned Claims, and does not in any way affect the "Expressly Reserved Claims" defined in Sections 3 and 38.67 of the DHPEDS, which continue to be expressly reserved to the DHEPDS Class Members. The DHEPDS Class, upon the Effective Date of this SA, shall release any claims against the Transocean Released Parties for acts or omissions of any Court-appointed neutral party in disbursement of Settlement Benefits under this SA, the Allocation Neutral, or the escrow agent of the Settlement Fund. The release of Assigned Claims against the Transocean Released Parties is not intended to and does not operate as a release of any Assigned Claims against HESI.
|
(c)
|
Release
. The "New Class Release of Transocean" and the "Assigned Claims Release of Transocean" set forth and describe in greater detail the Released Claims and are attached as Attachments A and B, respectively. In the event of a conflict between the New Class Release of Transocean or the Assigned Claims Release of Transocean and this Section 10, the New Class Release of Transocean or the Assigned Claims Release of Transocean, as the case may be, shall control.
|
(d)
|
Individual Release.
If a New Class Member submits one or more claims and qualifies for a payment under the terms of the SA then, prior to, and as a precondition to, receiving any payment on a claim, the New Class Member shall execute an "Individual Release" in the form attached as Attachment A-1. An Individual Release may not be signed by any form of electronic signature, but must be signed by a handwritten signature. An electronic signature is insufficient. If the HESI Settlement is amended such that the Individual Release described in section 10 and Exhibit A-1 of the HESI Settlement agreement is not required under the HESI Settlement or the requirements for the individual release in the HESI Settlement are altered, then the Parties agree to work to amend this SA such that the Individual Release described in this paragraph and attached as Exhibit A-1 to this SA shall not be required and the requirements for the individual release, if any, will be amended to reflect the requirements under the HESI Settlement.
|
11. | Attachments. |
(a)
|
offered or received against any Party as evidence of, or construed as or deemed to be evidence of, any presumption, concession, or admission by any Party with respect to the truth of any fact alleged or the validity of any claim that was or could have been asserted against Transocean or any other Transocean Released Party arising out of, due to, resulting from, or relating in any way to, directly or indirectly, the
Deepwater Horizon
Incident, or of any liability, negligence, recklessness, fault, or wrongdoing of Transocean or any other Transocean Released Party;
|
(b)
|
offered or received against any Party as any evidence, presumption, concession, or admission with respect to any fault, misrepresentation, or omission with respect to any statement or written document approved or made by Transocean or any other Transocean Released Party;
|
(c)
|
offered or received against any Party or as any evidence, presumption, concession, or admission with respect to any liability, negligence, recklessness, fault, or wrongdoing, or in any way referred to for any other reason as against Transocean or any other Transocean Released Party in any civil, criminal, or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of this SA; provided, however, that if this SA is approved by the Court, Transocean, the DHEPDS Class, the New Class, and any New Class Member may refer to it to effectuate the protections granted them hereunder or otherwise to enforce the terms of the SA; or
|
(d)
|
construed against any Party as an admission, concession, or presumption that the consideration to be given hereunder represents the amount that could be or would have been recovered after trial.
|
(a)
|
The Parties agree to take all actions reasonably necessary for preliminary and final approval of the SA, and approval of the additional documents described in Section 13.
|
(b)
|
The Parties agree to take all actions necessary to obtain final approval of this SA and entry of Final orders dismissing the New Class Action with prejudice and dismissing the Assigned Claims against Transocean with prejudice, and the Parties also agree to take all actions necessary and appropriate to obtain dismissal of all other lawsuits that are pending and/or may be filed against Transocean that assert Released Claims, but only to the extent of the Released Claims.
|
(c)
|
Certification of the New Class is for settlement purposes only, and Transocean, the PSC, and New Class Counsel reserve all arguments for and against certification of a litigation class.
|
(a)
|
Transocean agrees to reasonably cooperate, and shall cause its respective Affiliates, personnel, employees, attorneys, agents and representatives to reasonably cooperate in seeking approval of this SA and satisfaction of all conditions precedent to the occurrence of the Effective Date of this SA, regardless of whether the Court enters an order that concludes that the facts and evidence under applicable law categorically do not give rise to any claims for Punitive Damages against Transocean. Nothing in this paragraph shall be construed to waive, restrict or limit Transocean's rights provided under this SA.
|
(b)
|
Transocean agrees to a full and final release of and covenant not to sue the Halliburton Released Parties for any claims for contribution or indemnity for any amounts paid by Transocean as part of this Settlement.
|
(c)
|
Nothing in this SA prevents or restricts in any way any person or party from fully and truthfully cooperating with any federal, state, local or foreign government entity, including any federal, state or local governmental, regulatory or self-regulatory agency, body, committee (Congressional or otherwise), commission, or authority (including any governmental department, division, agency, bureau, office, branch, court, arbitrator, commission, tribunal,
Deepwater Horizon
Task Force, or other governmental instrumentality) ("Governmental Entity"), with respect to any investigation or inquiry concerning or arising from the
Deepwater Horizon
Incident.
|
(a)
|
The Notice Program shall be as approved by the Court to meet all applicable Fed. R. Civ. P. 23 notice requirements; will include individual mailed notice where practicable; and will include a website and toll-free number.
|
(b)
|
The PSC or New Class Counsel, as applicable, will consult with Transocean regarding the design and execution of the Notice Program with respect to the New Class (including, without limitation, issues such as claim deadlines, manner of notice to the New Class, and creation of Opt Out forms sufficient for Transocean to determine its rights under Section 22(a)). If any dispute arises between Transocean and the PSC or New Class Counsel with respect to the New Class Notice Program, the Court will resolve the matter consistently with the terms of this SA.
|
(c)
|
To conserve settlement and Administrative Costs, the Parties agree, to the extent permissible by law, to execute the Notice Program and claims administration process under this SA in conjunction with the notice program and claims administration process established as part of the HESI Settlement. The Parties agree that this coordination may include a single class notice, a single Allocation Neutral, a single Claims Administrator, and a single Settlement Fund (or eventual consolidation of the Settlement Fund established under this agreement and the Settlement Fund established under the HESI Settlement) for this SA and the HESI Settlement. Nothing in this paragraph shall expand the defined roles of HESI and/or Transocean under the HESI Settlement or this SA with respect to notice and administration.
|
(a)
|
With respect to the New Class, a Final order or Final orders that:
|
i.
|
Confirm the class representatives of the New Class and appointment of New Class Counsel;
|
ii.
|
Certify the New Class for settlement purposes only;
|
iii.
|
Approve the SA, including approval of the allocation of the Aggregate Payment between the DHEPDS Class for the Assigned Claims and the New Class for the Punitive Damage Claims by the Allocation Neutral, as being fair, reasonable, and adequate;
|
iv.
|
Incorporate the terms of this SA and provide that the Court retains continuing and exclusive jurisdiction over Transocean, the New Class Members, PSC, New Class Counsel, and this SA to interpret, implement, administer and enforce the SA in accordance with its terms;
|
v.
|
Find that the New Class Notice Program satisfies the requirements set forth in Fed. R. Civ. P. 23(c)(2)(B);
|
vi.
|
Permanently bar and enjoin the New Class and each New Class Member from commencing, asserting, and/or prosecuting any and all New Class Released Claims against any Transocean Released Party;
|
vii.
|
Dismiss the New Class Action with prejudice;
|
viii.
|
Dismiss with prejudice all of the New Class Released Claims asserted by the New Class against the Transocean Released Parties;
|
ix.
|
Dismiss the lawsuits asserting New Class Released Claims, but only to the extent of the New Class Released Claims; and include a prohibition against commencement or prosecution of any actions alleging New Class Released Claims;
|
x.
|
Adopt the interpretation as to the scope of
Robins Dry Dock
in the Court's Order and Reasons [As to Motions to Dismiss the B1 Master Complaint] (Rec. Doc. #3830, 2:10-md-2179) (the "B1 Order") by finding that the New Class as defined and described in sections 3 and 4 includes all potential claimants who have standing to bring claims under general maritime law as interpreted by
Robins Dry Dock v. Flint
, 275 U.S. 203 (1927),
State of Louisiana ex. rel. Guste v. M/V Testbank
, 752 F.2d 1019 (5th Cir. 1985), and their progeny, and adopt the portion B1 Order dismissing claims under state law, but not adopt the portion of the B1 Order addressing potential displacement of maritime law by the Oil Pollution Act, with the Parties reserving all of their arguments with respect to displacement of maritime law;
|
xi.
|
Reaffirm that the terms of Exhibit 21 to the DHEPDS regarding protections against claims for compensatory damages against Transocean remain in effect with respect to the DHEPDS Class and DHEPDS Class Members;
|
xii.
|
Find that the Transocean Release of BP that is Attachment C to this SA meets any obligations the DHEPDS Class may owe to BP under paragraph 1.1.2.5 of Exhibit 21 to the DHEPDS or any other obligation that the DHEPDS Class or DHPEDS Class Counsel owes BP under the DHEPDS with respect to this SA;
|
xiii.
|
Acknowledge BP's consent to the language of the HESI Release of BP that is Attachment C to this SA or find that BP's withholding of consent under Exhibit 21 paragraph 1.1.2.5 of the DHEPDS is unreasonable and therefore BP is deemed to have consented to the language of the release that is Attachment C to this SA.
|
(b)
|
With respect to the DHEPDS Class, a Final order or Final orders that:
|
i.
|
Approve the SA, including approval of the allocation of the Aggregate Payment between the DHEPDS Class for the Assigned Claims and the New Class for the Punitive Damage Claims by the Allocation Neutral, as being fair, reasonable, and adequate;
|
ii.
|
Dismiss with prejudice all of the Assigned Claims against the Transocean Released Parties;
|
iii.
|
Adopt the interpretation as to the scope of
Robins Dry Dock
in the Court's Order and Reasons [As to Motions to Dismiss the B1 Master Complaint] (Rec. Doc. #3830, 2:10-md-2179) (the "B1 Order"), by finding that the New Class as defined and described in sections 3 and 4 includes all potential claimants who have standing to bring claims under general maritime law as interpreted by
Robins Dry Dock v. Flint
, 275 U.S. 203 (1927),
State of Louisiana ex. rel. Guste v. M/V Testbank
, 752 F.2d 1019 (5th Cir. 1985), and their progeny, and adopt the portion B1 Order dismissing claims under state law, but not adopt the portion of the B1 Order addressing potential displacement of maritime law by the Oil Pollution Act, with the Parties reserving all of their arguments with respect to displacement of maritime law
;
|
iv.
|
Incorporate the terms of this SA and provide that the Court retains continuing and exclusive jurisdiction over the Parties, their respective counsel, and this SA to interpret, implement, administer and enforce the SA in accordance with its terms;
|
v.
|
Reaffirm that the terms of Exhibit 21 to the DHEPDS regarding protections against claims for compensatory damages against
Transocean
remain in effect with respect to the DHEPDS Class and DHEPDS Class Members;
|
vi.
|
Reaffirm that the Assigned Claims against
Transocean
assigned to the DHEPDS Class were assigned to the DHEPDS Class only as a juridical entity and not to the DHEPDS Class Members individually and that no individual DHEPDS Class Member has any individual right to pursue the Assigned Claims.
|
vii.
|
Permanently bar and enjoin the DHEPDS Class and DHEPDS Class Members from commencing, asserting, and/or prosecuting any and all Assigned Claims against any
Transocean
Released Party;
|
viii.
|
Find that the
Transocean
Release of BP that is Attachment C to this SA meets any obligations the DHEPDS Class may owe to BP under paragraph 1.1.2.5 of Exhibit 21 of the DHEPDS, or any other obligation, if any, that the DHEPDS Class or DHEPDS Class Counsel owes BP under the DHEPDS with respect to this SA;
|
ix.
|
Acknowledge BP's consent to the language of the
Transocean
release of BP that is Attachment C to this SA or find that BP's withholding of consent under Exhibit 21 paragraph 1.1.2.5 of the DHEPDS is unreasonable and therefore BP is deemed to have consented to the language of the release that is Attachment C to this SA.
|
(c)
|
Upon the Effective Date of this SA, DHEPDS Class Counsel and
Transocean
will cooperate to take any remaining actions needed to confirm that dismissal with prejudice of any and all Assigned Claims against
Transocean
Released Parties in any action(s) filed by BP or the DHEPDS is reflected in the appropriate docket in which such action was filed.
|
(a)
|
The "DHEPDS Effective Date," as defined in Section 5;
|
(b)
|
Unless Transocean executes a waiver of the condition precedent in this paragraph, HESI agrees to a full and final release of and covenant not to sue the Transocean Released Parties for any claims for contribution or indemnity for any amounts paid by HESI as part of the HESI Settlement. The Transocean Released Parties shall have the right to approve language memorializing the release contemplated in this paragraph, which approval shall not be unreasonably withheld.
|
(c)
|
The order described in Section 19(b) with respect to resolution of the Assigned Claims against the
Transocean
Released Parties under the terms and conditions of this SA has become Final or a waiver of this condition precedent, as described in Section 22(b) has been executed by DHEPDS Class Counsel and
Transocean
; and
|
(d)
|
Either of the following orders has become Final:
|
i.
|
The order described in Section 19(a) with respect to resolution of the New Class Action, or
|
ii.
|
An order concluding that the facts and evidence under applicable law categorically do not give rise to any claims for Punitive Damages against
Transocean
.
|
(a)
|
To validly exclude themselves from the New Class, New Class Members must submit a written request to opt out, which must be received by the Entity identified in the Notice Program for that purpose, properly addressed, and postmarked no later than a date to be determined by the Court. A written request to opt out may not be signed by any form of electronic signature, but must be signed by a handwritten signature. The PSC or New Class Counsel, as applicable, New Class Counsel and
Transocean
will be provided with identifying information on Opt Outs on a weekly basis, under a confidentiality order of the Court, to enable them to determine the validity of Opt Outs or the applicability of Opt Out held Property to the Opt Out thresholds referred to in Section 22(a), or in the case of the PSC or New Class Counsel, as applicable, to assist those who wish to revoke an Opt Out. All requests to opt out must be signed by the Natural Person or Entity seeking to exclude himself, herself or itself from the New Class. Attorneys for such Natural Persons or Entities may submit a written request to opt out, but they must still be signed by the Natural Person or Entity.
|
(b)
|
All New Class Members who do not timely and properly opt out shall in all respects be bound by all terms of this SA and the Final order(s) with respect to the New Class contemplated herein, and shall be permanently and forever barred from commencing, instituting, maintaining or prosecuting any action based on any Released Claim against any of the
Transocean
Released Parties in any court of law or equity, arbitration tribunal or administrative or other forum.
|
(a)
|
At the written election of
Transocean
, within fourteen calendar days after all Opt Out data has been made available to
Transocean
and the PSC or New Class Counsel, as applicable, following the expiration of the Opt Out deadline to be established by the Court,
Transocean
shall have the right to terminate this SA in the event that any of the Opt Out thresholds agreed to by the Parties has been exceeded. The agreed thresholds shall be submitted
in camera
to the Court and otherwise be kept confidential.
|
(b)
|
At the written election of
Transocean
, DHEPDS Class Counsel, or the PSC or New Class Counsel, as applicable, this SA shall become null and void and shall have no further effect between and among
Transocean
, the New Class members, the DHEPDS Class, and their respective counsel in the event that:
|
i.
|
The Effective Date of this SA cannot occur; or
|
ii.
|
The Court declines to enter the order(s) described in Sections 19(a) and 19(b) or any such order(s) described in Section 19(b) fails to become Final. However, the DHEPDS Class Counsel and
Transocean
upon mutual written agreement may waive this provision and accept the order(s) of the Court as entered and thus waive one or more of the provisions of Sections 19(a) or 19(b).
|
(c)
|
Effect of Termination
. In the event the SA is terminated in whole or in part, neither this SA nor any of the additional documentation described in Section 13 shall be offered into evidence or used in this or any other action for any purpose other than effectuating and enforcing this SA with respect to any Parties between and among whom this SA remains in effect, including, but not limited to, in support of or opposition to the existence, certification or maintenance of any purported class. If this SA terminates, all funds including income of any kind, less Administrative Costs then incurred, and then remaining in the
Settlement Fund
, or in any other account holding funds from the Aggregate Payment, will be returned to
Transocean
as soon as practicable; provided, however, that the Claims Administrator and escrow agent of the
Settlement Fund
shall have authority to pay any Administrative Costs reasonably incurred in connection with winding down the implementation of the SA. Any such costs and costs of any termination notice approved by the Court shall be deducted from the funds in the
Settlement Fund
prior to any funds being returned to
Transocean
. If this SA terminates, the DHEPDS Class, the PSC or the New Class Counsel, as applicable, and
Transocean
shall jointly move the Court to vacate any preliminary approval order entered with respect to this SA and any of the orders described in Section 19 if any such orders have been entered.
|
(a)
|
The PSC, DHEPDS Class Counsel, and
Transocean
did not have any fee discussion prior to May 13, 2015, after the Parties reached closure on the economic terms of this SA and received permission from the Court to discuss fees. The Parties' agreement set forth herein regarding fees and costs and the fee vesting schedule is subject to approval by the Court. In no event will
Transocean
be obligated to pay more in attorneys' fees and costs than the amount agreed to, and pursuant to the fee vesting schedule agreed to, by
Transocean
, the PSC and DHEPDS Class Counsel.
|
(b)
|
Transocean
agrees not to contest any request by the DHEPDS Class Counsel and the PSC, or New Class Counsel, as appropriate (collectively, the "Class Counsel") for, nor oppose an award by the Court for, a maximum award of twenty five million U.S. dollars (U.S. $25,000,000), as a payment of all common benefit and/or Fed R. Civ. P. 23(h) attorneys' fees and costs incurred at any time, whether before or after the date hereof, for the common benefit of members of the DHEPDS Class and the New Class, with respect to the Released Claims. Class Counsel agrees not to request an award of common benefit and/or Fed. R. Civ. P. 23(h) attorneys' fees and costs greater than twenty five million U.S. dollars (U.S. $25,000,000). If the Court awards less than the amount set out in this Section 23(b),
Transocean
shall be liable only for the lesser amount awarded by the Court. The common benefit and/or Rule 23(h) attorneys' fees, costs and expenses awarded by the Court, subject to the limitations in the preceding sentence, shall be collectively referred to as the "Common Benefit Fee and Costs Award."
|
(c)
|
The Parties shall establish with Court approval a sub-fund with the Settlement Fund to receive all payments of attorneys' fees and costs ("Attorneys' Fee Account").
|
(d)
|
Transocean
shall make a payment of twenty five million U.S. dollars (U.S. $25,000,000) into the
Settlement Fund
Attorneys' Fee Account on or before June 30, 2016 (the "Fee Payment").
|
(e)
|
If the Common Benefit Fee and Costs Award is less than the Fee Payment, the difference between the Fee Payment and the Common Benefit Fee and Costs Award shall revert to Transocean.
|
(f)
|
At any time after the deposit of the Fee Payment, Class Counsel may petition the Court for reimbursement of common-benefit litigation costs and/or expenses, and payment of reasonable costs and expenses incurred in the approval process and implementation of the SA. Such payments are to be funded from the Initial Payment and
Transocean
shall have no right of reversion, recapture, or return of such Court-approved payments.
|
(g)
|
If the SA is terminated under Section 22, any funds remaining in the Attorneys' Fee Account held by the
Settlement Fund
or otherwise in the
Settlement Fund
shall revert to
Transocean
, minus any Court-approved payment of costs and/or expenses under 23(d).
|
(h)
|
Upon the deposit of the Fee Payment,
Transocean
shall be immediately and fully discharged from any and all further liability or obligation whatsoever with respect to any and all common benefit and/or Rule 23(h) attorneys' fees, costs and expenses incurred by or on behalf of the DHEPDS Class or the New Class, or any member thereof, in respect of, or relating in any way to, directly or indirectly, any and all Released Claims.
|
(i)
|
Transocean
and Class Counsel agree to request, and will not contest or oppose, that the order approving the Common Benefit Fee and Costs Award will include the language set forth in this Section 23.
|
(j)
|
Neither Transocean nor any of the Transocean Released Parties shall have any responsibility, obligation or liability of any kind whatsoever with respect to how the Common Benefit Fee and Costs Award is allocated and distributed, which allocation and distribution is the sole province of the Court.
|
(a)
|
The Court shall have continuing and exclusive jurisdiction to interpret, administer, implement, and enforce this SA, including through injunctive or declaratory relief.
|
(b)
|
Transocean
and the PSC have not waived and expressly retain their rights to appeal any prior or subsequent order of the Court regarding
Transocean's
potential exposure for claims that are not resolved by this SA. Notwithstanding this reservation of rights to appeal orders regarding claims that are not resolved by this SA, The PSC agrees not to challenge on appeal or otherwise the district court's findings in the Phase One Findings of Fact and Conclusions of Law (Rec. Doc. 13355, as amended Rec. Doc. 13381-1) that Transocean was not grossly negligent and that the indemnity and release clauses in Transocean's drilling contract with BP are valid and enforceable. Such appeals or arguments shall not alter any rights held by the DHEPDS Class (as the owner of the Assigned Claims), the New Class or any New Class Member, but may impact any claims falling outside this SA, and only claims falling outside this SA.
|
(c)
|
This SA is intended to be fully binding and enforceable between and among the Parties. It is contemplated that some provisions may be amended to more closely parallel the HESI Settlement and/or the HESI Settlement may be amended to more closely parallel this SA. The Parties agree to work in good faith to make any such amendments to this SA that may be necessary. This SA, however, will remain binding and enforceable regardless whether such amendments are made.
|
(d)
|
Notwithstanding the law applicable to the underlying claims, which the Parties dispute, this SA shall be interpreted in accord with general maritime law as well as in a manner intended to be consistent with the Oil Pollution Act of 1990.
|
(e)
|
The use of environmental data (including SCAT data) as part of this SA shall not constitute an admission or judicial determination related to the admissibility or interpretation of such data for any other purpose.
|
(f)
|
In the event any confidential documentation is provided by or on behalf of the Parties in the course of the settlement process, the Parties and their counsel agree that all such documentation shall be preserved until after performance of all terms of the SA is completed, and the use of such documentation shall be governed by the following pretrial orders entered in the MDL: Pretrial Order No. 13, Order Protecting Confidentiality; Pretrial Order No. 38, Order Relating to Confidentiality of Settlement Communications; and Pretrial Order No. 47, Order Regarding Designation of Documents as "Confidential" or "Highly Confidential." The Parties shall continue to treat documents in conformity with the requirements of the confidentiality requirements of the foregoing pretrial orders.
|
(g)
|
The waiver by any Party of any breach of this SA by another Party shall not be deemed or construed as a waiver of any other breach of this SA, whether prior, subsequent, or contemporaneous.
|
(h)
|
This SA shall be deemed to have been mutually prepared by the Parties and shall not be construed against any of them by reason of authorship.
|
(i)
|
This SA may be executed in counterparts, and a facsimile signature shall be deemed an original signature for purposes of this SA.
|
(j)
|
No representations, warranties or inducements have been made to any Party concerning the SA or its attachments other than the representations and warranties contained and memorialized in such documents and the SA.
|
(k)
|
The headings herein are used for the purpose of convenience only and are not meant to have legal effect.
|
(l)
|
This SA shall be binding upon and inure to the benefit of the successors and assigns of the Parties.
|
(m)
|
DHEPDS Class Counsel on behalf of the DHEPDS Class represents and warrants that the DHEPDS Class has not assigned or otherwise conveyed all or any part of the Assigned Claims against
Transocean
.
|
(a)
|
Pursuant to PTO 8, the PSC has explored settlement opportunities with
Transocean
and pursuant to such authority, with approval of the PSC, Co-Liaison Counsel have been given the authority to execute this SA on behalf of the putative New Class. This SA has been duly and validly executed and delivered by the PSC, and constitutes a legal, valid and binding obligation of the New Class.
|
(b)
|
DHEPDS Class Counsel on behalf of the DHEPDS Class represents and warrants that they have authority to enter into this SA on behalf of the DHEPDS Class. This SA has been duly and validly executed and delivered by DHEPDS Class Counsel, and constitutes a legal, valid and binding obligation of the DHEPDS Class, subject to Court approval.
|
(c)
|
Transocean
represents and warrants that it has all requisite corporate power and authority to execute, deliver and perform this SA. The execution, delivery, and performance by
Transocean
of this SA has been duly authorized by all necessary corporate action. This SA has been duly and validly executed and delivered by
Transocean
, and constitutes its legal, valid and binding obligation, subject to Court approval.
|