Transocean Proxy Statement and 2010 Annual Report

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Liquidity and Capital Resources Sources and Uses of Cash Our primary sources of cash during the year ended December 31, 2010 were our cash flows from operating activities, proceeds from the issuance in September 2010 of our 4.95% Senior Notes and our 6.50% Senior Notes and the receipt of insurance proceeds of $560 million following the total loss of Deepwater Horizon. Our primary uses of cash were capital expenditures, primarily associated with our newbuild projects, repurchases of our Convertible Senior Notes and repurchases of shares under our share repurchase program. At December 31, 2010, we had $3.4 billion in cash and cash equivalents. AR-48 Years ended December 31, 2010 2009 Change (In millions) Cash flows from operating activities Net income $ 988 $ 3,170 $ (2,182) Amortization of drilling contract intangibles (98) (281 ) 183 Depreciation, depletion and amortization 1,589 1,464 125 Loss on impairment 1,012 334 678 (Gain) loss on disposal of assets, net (257) 9 (266) Other non-cash items 303 468 (165) Changes in operating assets and liabilities, net 409 434 (25) $ 3,946 $ 5,598 $ (1,652) Net cash provided by operating activities decreased primarily due to less cash generated from net income, after adjusting for non-cash items largely related to a loss on impairment to our Standard Jackup asset group and a gain on the loss of Deepwater Horizon during the year ended December 31, 2010. Years ended December 31, 2010 2009 (In millions) Change Cash flows from investing activities Capital expenditures $ (1,411) $ (3,052 ) $ 1,641 Proceeds from disposal of assets, net 60 18 42 Proceeds from insurance recoveries for loss of drilling unit 560 — 560 Proceeds from payments on notes receivables 37 — 37 Proceeds from short-term investments 37 564 (527) Purchases of short-term investments — (269 ) 269 Joint ventures and other investments, net (4) 45 (49) $ (721) $ (2,694 ) $ 1,973 Net cash used in investing activities decreased primarily due to reduced capital expenditures, as five of our Ultra-Deepwater Floaters were under construction during the year ended December 31, 2010 compared to 10 of our Ultra-Deepwater Floaters that were under construction during the year ended December 31, 2009. In addition, net cash used in investing activities declined as a result of the proceeds from insurance recoveries for the loss of Deepwater Horizon in the year ended December 31, 2010. These reductions of net cash used in investing activities were partially offset by reduced proceeds from, and net of purchases of, short-term investments as a result of diminished investing activity in marketable securities during the year ended December 31, 2010 compared to the year ended December 31, 2009.
AR-49 Years ended December 31, 2010 2009 Change (In millions) Cash flows from financing activities Change in short-term borrowings, net $ (193) $ (382 ) $ 189 Proceeds from debt 2,054 514 1,540 Repayments of debt (2,565) (2,871 ) 306 Purchases of shares held in treasury (240) — (240) Financing costs (15) (2 ) (13) Proceeds from (taxes paid for) share-based compensation plans, net (1) 17 (18) Excess tax benefit from share-based compensation plans 1 2 (1) Other, net (2) (15 ) 13 $ (961) $ (2,737 ) $ 1,776 Net cash used in financing activities decreased primarily due to increased proceeds from borrowing and issuing debt and reduced cash used to repay or repurchase debt during the year ended December 31, 2010 compared to the year ended December 31, 2009. Partially offsetting this net reduction of cash used in financing activities was an increase of cash used to repurchase our shares in the year ended December 31, 2010 with no comparable activity during the year ended 2009.
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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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(1) Based on the target (100%) payo
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Mr. Newman Mr. Rosa Mr. Brown Mr. B
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AGENDA ITEM 10 Appointment of Ernst
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Proposal AGENDA ITEM 11. Advisory V
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OTHER MATTERS Compensation Committe
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Annexes P-81
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(2) Shareholders may, upon the term
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3 Der Verwaltungsrat ist ermächtig
Page 101: Annex C Amended Article 22 of the A
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
Page 115 and 116: Integrated Services From time to ti
Page 117 and 118: Item 1A. Risk Factors Risks related
Page 119 and 120: Our business depends on the level o
Page 121 and 122: events” above. Our inability to r
Page 123 and 124: The application of the Working Time
Page 125 and 126: We are subject to litigation that,
Page 127 and 128: these tests, “passive income” i
Page 129 and 130: Item 2. Properties The description
Page 131 and 132: LDEQ would not rescind the enforcem
Page 133 and 134: Patent litigation—In 2007, severa
Page 135 and 136: Executive Officers of the Registran
Page 137 and 138: PART II Item 5. Market for Registra
Page 139 and 140: the “virtual second trading line
Page 141 and 142: Item 6. Selected Financial Data The
Page 143 and 144: payment of $453 million. In connect
Page 145 and 146: Midwater Floaters—For our Midwate
Page 147 and 148: Fleet average daily revenue—The f
Page 149 and 150: services operations and (d) approxi
Page 151: Depreciation, depletion and amortiz
Page 155 and 156: During the year ended December 31,
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
Page 173 and 174: REPORT OF INDEPENDENT REGISTERED PU
Page 175 and 176: To the General Meeting of Transocea
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Page 181 and 182: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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TRANSOCEAN LTD. AND SUBSIDIARIES NO
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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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Transocean Proxy Statement and 2010 Annual Report

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