UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

 

FORM 10-Q/A

(Amendment No. 1)

(Mark one)

x 

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

 

For the quarterly period ended June 30, 2009

 

OR

 

o

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

 

For the transition period from ______ to ______

 

Commission file number 000-53533

______________________

 

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

______________________

 

Zug, Switzerland

98-0599916

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

Blandonnet International Business Center

Chemin de Blandonnet 2

Building F, 7th Floor

Vernier, Switzerland

(Address of principal executive offices)

 

 

 

1214

(Zip Code)

                                                                

Registrant’s telephone number, including area code: +41 (22) 930-9000

______________________

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

x

 

 

Accelerated filer

o

Non-accelerated filer

o (do not check if a smaller reporting company)

 

 

Smaller reporting company

o

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o

No  x

As of July 29, 2009, 321,054,154 shares were outstanding.

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to Transocean Ltd.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed with the Securities and Exchange Commission on August 6, 2009 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the date on which we issued our financial statements in the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

Item 6. Exhibits

 

(a)

Exhibits

The following exhibits are filed in connection with this Report:

 

Number

Description

10.1

Consulting Arrangement with Gregory L. Cauthen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2009)

10.2

Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009) (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

10.3

Base Salary and 2009 Annual Cash Bonus Opportunity Percentage for Ricardo H. Rosa (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 26, 2009)

*

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.LAB

XBRL Taxonomy Extension Label Linkbase

†

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

____________________

*

Previously filed.

†

Furnished herewith.

 

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2009.

 

TRANSOCEAN LTD.

 

 

By:

/s/ Gregory L. Cauthen

Gregory L. Cauthen

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

 

 

By:

/s/ John H. Briscoe

John H. Briscoe

Vice President and Controller

(Principal Accounting Officer)