Transocean Proxy Statement and 2010 Annual Report

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TRANSOCEAN LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued Transocean Mercury and related equipment. As of December 31, 2010, Transocean Mercury had a net carrying amount of less than $1 million, recorded in assets held for sale on our consolidated balance sheet. See Note 25—Subsequent Events. During the year ended December 31, 2009, we received net proceeds of $10 million in connection with our sale of Sedco 135-D and disposals of other unrelated property and equipment, and these disposals had no net effect on income taxes or net income. In addition, we received net proceeds of $4 million in exchange for our 45 percent ownership interest in Caspian Drilling Company Limited, which operates Dada Gorgud and Istigal under long-term bareboat charters with the owner of the rigs and $38 million in exchange for our interest in Arab Drilling & Workover Company. During the year ended December 31, 2009, we recognized a loss on disposal of assets of $9 million, which had no tax effect. During the year ended December 31, 2008, we completed the sale of three Standard Jackups, GSF High Island VIII, GSF Adriatic III and GSF High Island I. We received cash proceeds of $320 million associated with the sales, which had no effect on earnings. Deepwater Horizon—On April 22, 2010, the Ultra-Deepwater Floater Deepwater Horizon sank after a blowout of the Macondo well caused a fire and explosion on the rig. The rig’s insured value was $560 million, which was not subject to a deductible, and our insurance underwriters declared the vessel a total loss. During the year ended December 31, 2010, we received $560 million in cash proceeds from insurance recoveries related to the loss of the drilling unit and, for the year ended December 31, 2010, we recognized a gain on the loss of the rig in the amount of $267 million ($0.83 per diluted share), which had no tax effect. See Note 14—Commitments and Contingencies. Note 10—Goodwill and Other Intangible Assets Goodwill and other indefinite-lived intangible assets—The gross carrying amounts of goodwill and accumulated impairment were as follows (in millions): Year ended December 31, 2010 Year ended December 31, 2009 Gross carrying amount AR-90 Accumulated impairment Net carrying amount Gross carrying amount Accumulated impairment Contract drilling services Balance, beginning of period $ 10,626 $ (2,494) $ 8,132 $ 10,620 $ (2,494 ) $ 8,126 Purchase price adjustment — — — 6 — 6 Balance, end of period 10,626 (2,494) 8,132 10,626 (2,494 ) 8,132 Drilling management services Balance, beginning of period 176 (176) — 176 (176 ) — Balance, end of period 176 (176) — 176 (176 ) — Oil and gas properties Balance, beginning of period 2 — 2 2 — 2 Impairment — (2) (2) — — — Balance, end of period 2 (2) — 2 — 2 Total goodwill Balance, beginning of period 10,804 (2,670) 8,134 10,798 (2,670 ) 8,128 Impairment — (2) (2) — — — Purchase price adjustment — — — 6 — 6 Balance, end of period $ 10,804 $ (2,672) $ 8,132 $ 10,804 $ (2,670 ) $ 8,134 The gross carrying amounts of the ADTI trade name, which we consider to be an indefinite-lived intangible asset, and accumulated impairment were as follows (in millions): Net carrying amount Year ended December 31, 2010 Year ended December 31, 2009 Gross carrying amount Accumulated impairment Net carrying amount Gross carrying amount Accumulated impairment Trade name Balance, beginning of period $ 76 $ (37 ) $ 39 $ 76 $ (31 ) $ 45 Impairment — — — — (6 ) (6 ) Balance, end of period $ 76 $ (37) $ 39 $ 76 $ (37 ) $ 39 Net carrying amount
TRANSOCEAN LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued Definite-lived intangible assets—The gross carrying amounts of our drilling contract intangibles and drilling management customer relationships, both of which we consider to be definite-lived intangible assets and intangible liabilities, and accumulated amortization and impairment were as follows (in millions): Year ended December 31, 2010 Year ended December 31, 2009 Gross carrying amount AR-91 Accumulated amortization and impairment Net carrying amount Gross carrying amount Accumulated amortization and impairment Drilling contract intangible assets Balance, beginning of period $ 191 $ (167) $ 24 $ 191 $ (123 ) $ 68 Amortization — (18) (18) — (44 ) (44 ) Balance, end of period 191 (185) 6 191 (167 ) 24 Customer relationships Balance, beginning of period 148 (84) 64 148 (27 ) 121 Amortization — (5) (5) — (8 ) (8 ) Impairment — — — — (49 ) (49 ) Balance, end of period 148 (89) 59 148 (84 ) 64 Total definite-lived intangible assets Balance, beginning of period 339 (252) 87 339 (150 ) 189 Amortization — (23) (23) — (53 ) (53 ) Impairment — — — — (49 ) (49 ) Balance, end of period $ 339 (275) 64 $ 339 $ (252 ) $ 87 Drilling contract intangible liabilities Balance, beginning of period $ 1,494 $ (1,226) $ 268 $ 1,494 $ (901 ) $ 593 Amortization — (116) (116) — (325 ) (325 ) Balance, end of period $ 1,494 (1,342) 152 $ 1,494 $ (1,226 ) $ 268 We amortize the drilling contract intangibles over the term of the respective drilling contracts using the straight-line method of amortization, recognized in contract intangible revenues on our consolidated statements of operations. We amortize the customer relationships intangible asset over its 15-year life using the straight-line method of amortization, recognized in operating and maintenance expense on our consolidated statements of operations. The estimated net future amortization related to intangible assets and liabilities as of December 31, 2010, was as follows (in millions): Drilling contract intangibles Customer relationships Years ending December 31, 2011 $ (45 ) $ 5 2012 (42 ) 5 2013 (25 ) 5 2014 (15 ) 5 2015 (14 ) 5 Thereafter (6 ) 34 Total intangible assets (liabilities), net $ (147 ) $ 59 Net carrying amount
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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
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Annex C Amended Article 22 of the A
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TRANSOCEAN LTD. AND SUBSIDIARIES IN
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Item 1. Business PART I Overview Tr
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Jackup rigs are mobile self-elevati
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Midwater Floaters The following tab
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Markets Our operations are geograph
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Integrated Services From time to ti
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Item 1A. Risk Factors Risks related
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Our business depends on the level o
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events” above. Our inability to r
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The application of the Working Time
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We are subject to litigation that,
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these tests, “passive income” i
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Item 2. Properties The description
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LDEQ would not rescind the enforcem
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Patent litigation—In 2007, severa
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Executive Officers of the Registran
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PART II Item 5. Market for Registra
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the “virtual second trading line
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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
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Page 149 and 150: services operations and (d) approxi
Page 151 and 152: Depreciation, depletion and amortiz
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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
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Page 201 and 202: Note 13—Postemployment Benefit Pl
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Page 231 and 232: * 10.36 GlobalSantaFe Corporation 2
Page 233 and 234: SIGNATURES Pursuant to the requirem
Page 235: TRANSOCEAN LTD. STATUTORY FINANCIAL
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Page 240 and 241: Note 1—General TRANSOCEAN LTD. NO
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Note 7—Board of Directors Compens
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TRANSOCEAN LTD. NOTES TO STATUTORY
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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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