Transocean Proxy Statement and 2010 Annual Report

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Ricardo H. Rosa is Senior Vice President and Chief Financial Officer of the Company. Before being named to his current position in September 2009, Mr. Rosa served as Senior Vice President of the Company's Europe and Africa Unit, which covers offshore drilling operations in 15 countries (April 2008 to August 2009), Senior Vice President of the Asia and Pacific Unit (January 2008 to March 2008), Vice President of the Asia and Pacific Unit (May 2005 to December 2007), Regional Manager for the Asia Region (June 2003 to April 2005) and Vice President and Controller (December 1999 to May 2003). Beginning in September 1995, Mr. Rosa was Controller of Sedco Forex Holdings Limited, one of our predecessor companies. Mr. Rosa received his Master of Arts degree in 1977 from Oxford University and subsequently qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales in 1981. Ihab Toma is Executive Vice President, Global Business of the Company. Before being named to his current position in August 2010, Mr. Toma served as Senior Vice President, Marketing and Planning of the Company from August 2009 to August 2010. Before joining the Company, Mr. Toma served as Vice President, Sales and Marketing for Europe, Africa and Caspian for Schlumberger Oilfield Services from April 2006 to August 2009. Mr. Toma led Schlumberger’s information solutions business in various capacities, including Vice President, Sales and Marketing, from 2004 to April 2006, prior to which he served in a variety of positions with Schlumberger Ltd., including President of Information Solutions, Vice President of Information Management and Vice President of Europe, Africa and CIS Operations. He started his career with Schlumberger in 1986. Mr. Toma received his Bachelor’s degree in Electrical Engineering in 1985 from Cairo University. AR-32
PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market and share prices—Our shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “RIG,” and effective April 20, 2010, our shares were listed and began trading on the SIX Swiss Exchange (“SIX”) under the symbol “RIGN.” The following table presents the high and low sales prices of our shares for the periods indicated as reported on the NYSE and the SIX. NYSE Stock Price SIX Stock Price 2010 2009 2010 2009 High Low High Low High Low High Low First quarter $ 94.88 $ 76.96 $ 67.17 $ 46.11 CHF — CHF — CHF — CHF — Second quarter 92.67 41.88 85.57 56.75 101.10 49.90 — — Third quarter 65.98 44.30 87.22 65.04 64.45 46.54 — — Fourth quarter 73.94 61.60 94.44 78.71 72.00 59.15 — — On February 15, 2011, the last reported sales price of our shares on the NYSE and the SIX was $79.45 per share and CHF 77.30 per share, respectively. On such date, there were 8,174 holders of record of our shares and 319,100,641 shares outstanding. Shareholder matters—In May 2010, at our annual general meeting, our shareholders approved a cash distribution in the form of a par value reduction in the aggregate amount of CHF 3.44 per issued share, equal to approximately $3.70, using an exchange rate of USD 1.00 to CHF 0.93 as of the close of trading on December 31, 2010. The cash distribution would have been calculated and paid in four quarterly installments. According to the May 2010 shareholder resolution and pursuant to applicable Swiss law, we were required to submit an application to the Commercial Register of the Canton of Zug in relation to each quarterly installment to register the relevant partial par value reduction, together with, among other things, a compliance deed issued by an independent notary public. On August 13, 2010, the Commercial Register of the Canton of Zug rejected our application to register the first of the four partial par value reductions. We appealed the Commercial Register’s decision, and on December 9, 2010, the Administrative Court of the Canton of Zug rejected our appeal. The Administrative Court held that the statutory requirements for the registration of the par value reduction in the commercial register could not be met given the existence of lawsuits filed in the United States related to the Macondo well incident that were served in Switzerland and the reference to such lawsuits in the compliance deed. The Administrative Court's opinion also held that under these circumstances it was not possible to submit an amended compliance deed. Based on these considerations, we do not believe that a financial obligation existed for the distribution. To preserve our rights, on January 24, 2011, we filed an appeal with the Swiss Federal Supreme Court against the decision of the Administrative Court of the Canton of Zug. On February 11, 2011, our board of directors recommended that shareholders at the May 2011 annual general meeting approve a U.S. dollar-denominated dividend of approximately U.S. $1 billion out of qualifying additional paid-in capital and payable in four quarterly installments. The board of directors expects that the four payment dates will be set in June 2011, September 2011, December 2011 and March 2012. The proposed dividend will, among other things, be contingent on shareholders approving at the same meeting a rescission of the 2010 distribution. Due to, among other things, the uncertainty of the timing and outcome of the pending appeal with the Swiss Federal Supreme Court, our board of directors believes it is in the best interest of the Company to discontinue with the disputed 2010 distribution and to file a request to stay the pending appeal with the Swiss Federal Supreme Court against the decision of the Administrative Court until shareholders have voted on the proposed rescission. Like distributions to shareholders in the form of a par value reduction dividend distributions out of qualifying additional paid-in capital are not subject to the 35 percent Swiss federal withholding tax. Dividend distributions out of qualifying additional paid-in capital do not require registration with the Commercial Register of the Canton of Zug. Any future declaration and payment of any cash distributions will (1) depend on our results of operations, financial condition, cash requirements and other relevant factors, (2) be subject to shareholder approval, (3) be subject to restrictions contained in our credit facilities and other debt covenants and (4) be subject to restrictions imposed by Swiss law, including the requirement that sufficient distributable profits from the previous year or freely distributable reserves must exist. In December 2008, Transocean Ltd. completed the Redomestication Transaction. In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.’s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly owned subsidiary of Transocean Ltd. In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland. AR-33
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Transocean Proxy Statement and 2010
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2010 LETTER TO THE SHAREHOLDERS We
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In addition to a focus on meeting o
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Agenda Items INVITATION TO ANNUAL G
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(9) Election of Three New Directors
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We may accept a proxy by any form o
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PROXY STATEMENT FOR ANNUAL GENERAL
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of the dividend reserve from capita
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You may revoke your proxy card at a
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AGENDA ITEM 2. Discharge of the Mem
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AGENDA ITEM 4. Reallocation of Free
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AGENDA ITEM 6. Conditional Agenda I
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Proposal of the Board of Directors
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AGENDA ITEM 8. Reduction of the Max
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Nominees for Director—Class III
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November 2007. Since August 2008, M
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The Board of Directors has conclude
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e disclosed and not whether a parti
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Submit nominations to our Corporate
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The Executive Compensation Committe
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Committee is ‘‘financially lite
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AUDIT COMMITTEE REPORT The Audit Co
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SECURITY OWNERSHIP OF DIRECTORS AND
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As a direct consequence of the Maco
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Executive Compensation Program—Gu
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$100,000. Accordingly, neither Long
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Element Targeted Position Comments
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In February 2010, the Committee rev
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Safety Performance. Our business in
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Timing of the system roll out compr
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total target value for stock option
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Executive Compensation Program—He
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Perquisites and Other Personal Bene
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• a cash severance benefit equal
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Summary Compensation Table EXECUTIV
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(17) In 2010, Mr. Toma’s base pay
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Outstanding Equity Awards at Fiscal
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Option Exercises and Shares Vested
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offset to allow for the fact that h
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Contributions are based on a partic
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(3) The terms and conditions of the
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Page 89 and 90: AGENDA ITEM 10 Appointment of Ernst
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Page 93 and 94: OTHER MATTERS Compensation Committe
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Page 97 and 98: (2) Shareholders may, upon the term
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Page 105 and 106: TRANSOCEAN LTD. AND SUBSIDIARIES IN
Page 107 and 108: Item 1. Business PART I Overview Tr
Page 109 and 110: Jackup rigs are mobile self-elevati
Page 111 and 112: Midwater Floaters The following tab
Page 113 and 114: Markets Our operations are geograph
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Page 117 and 118: Item 1A. Risk Factors Risks related
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Page 121 and 122: events” above. Our inability to r
Page 123 and 124: The application of the Working Time
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Page 127 and 128: these tests, “passive income” i
Page 129 and 130: Item 2. Properties The description
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Page 133 and 134: Patent litigation—In 2007, severa
Page 135: Executive Officers of the Registran
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Page 141 and 142: Item 6. Selected Financial Data The
Page 143 and 144: payment of $453 million. In connect
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Page 147 and 148: Fleet average daily revenue—The f
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Page 151 and 152: Depreciation, depletion and amortiz
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Page 157 and 158: applicable margin, ranging from 3.1
Page 159 and 160: Contractual obligations—As of Dec
Page 161 and 162: Plan assets—We review our investm
Page 163 and 164: Ports and Waterways Safety Act, the
Page 165 and 166: such U.S. business. In November 200
Page 167 and 168: Related Party Transactions Pacific
Page 169 and 170: and the long-term impact of those u
Page 171 and 172: in partial exposure to foreign exch
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TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Note 13—Postemployment Benefit Pl
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PART III Item 10. Directors, Execut
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(3) Exhibits The following exhibits
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4.26 Third Supplemental Indenture,
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* 10.36 GlobalSantaFe Corporation 2
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SIGNATURES Pursuant to the requirem
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TRANSOCEAN LTD. STATUTORY FINANCIAL
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TRANSOCEAN LTD. STATEMENT OF OPERAT
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Note 1—General TRANSOCEAN LTD. NO
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TRANSOCEAN LTD. NOTES TO STATUTORY
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Note 7—Board of Directors Compens
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As of December 31, 2009 Name TRANSO
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As of December 31, 2009 TRANSOCEAN
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provided, however, that: TRANSOCEAN
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Transocean is a leading internation
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Under the terms and conditions cont
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As of December 31, 2010, December 3
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3. Board of Directors 3.1/ The memb
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Corporation during 1994 and 1995 an
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� Members of Executive Management
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Long-Term Incentive Plan The annual
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Pension Benefits for Fiscal Year 20
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Our Articles of Association further
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7. Mandatory Offer Requirement / Ch
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Annex 1 Subsidiaries of Transocean
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Name Jurisdiction Registered Office
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Name Jurisdiction Registered Office
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Board Of Directors Robert E. Rose C
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