Transocean Proxy Statement and 2010 Annual Report

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Contents Shareholders’ Letter Notice Of 2011 Annual General Meeting And Proxy Statement 2010 Annual Report To Shareholders Transocean Ltd. Statutory Financial Statements SIX Corporate Governance Report About Transocean Ltd. We are the world’s largest offshore drilling contractor and leading provider of drilling management services worldwide. With a fleet of 138 mobile offshore drilling units and one ultra-deepwater newbuild drillship and three high-specification jackups under construction, our fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding sectors of the offshore drilling business. We have approximately 18,000 personnel worldwide. Since launching the offshore industry’s first jackup drilling rig in 1954, we have achieved a long history of “firsts.” These innovations include the first dynamically positioned drillship, the first rig to drill year-round in the North Sea, the first semisubmersible rig for Sub-Arctic, year-round operations and the latest generations of ultra-deepwater drillships and semisubmersibles. Our shares are traded on the New York Stock Exchange (NYSE) under the symbol RIG and on the SIX Swiss Exchange under the symbol RIGN. US Gulf of Mexico - 14 11 2 1 E. Canada - 2 1 1 As of March 22, 2011. Excludes one coring drillship. Brazil - 9 3 3 3 UKNS - 13 1 8 3 1 Canary Islands - 1 1 West Africa - 26 3 4 4 3 12 Norway NS - 5 3 2 Holland - 4 2 2 Croatia - 2 Italy - 1 2 1 Israel - 1 1 Egypt - 10 1 1 8 Bahrain - 1 1 Qatar - 1 Saudi Arabia - 4 4 1 India - 12 SE Asia - 29 4 1 7 2 4 5 16 2 South Africa - 1 1 Timor Leste - 1 1 Australia - 1 1 ABOUT THE COVER: Transocean’s latest newbuild ultra-deepwater drillship Deepwater Champion, shown at Capetown, South Africa, in February 2011, features the most advanced offshore drilling technology as it prepared for operations for ExxonMobil in the Black Sea. Transocean remains at the forefront in providing the tools customers need to keep the world supplied with oil and natural gas. FORWARD-LOOKING STATEMENTS: Any statements included in this Proxy Statement and 2010 Annual Report that are not historical facts, including without limitation statements regarding future market trends and results of operations are forward-looking statements within the meaning of applicable securities law
2010 LETTER TO THE SHAREHOLDERS We entered 2010 with confidence and optimism. As the industry leader in every asset class in which we operate, we looked forward to 2010 as a year of opportunity. Oil prices were stable near $80 per barrel; we were seeing signs of increasing customer activity; and we had begun bringing some stacked rigs back into service. A strong contract backlog underpinned our financial stability, contributed to the company’s financial flexibility and supported the Board of Directors’ decision to implement an approximately US$3.2 billion share repurchase program and to recommend an approximately US$1 billion cash distribution, which was subsequently approved by shareholders. Then, on April 20, came the Macondo Well incident with the loss of 11 crewmembers, including nine of our own employees, as well as the evacuation of 115 crewmembers and the sinking of our rig, the Deepwater Horizon. We will never forget the brave crewmembers of the Deepwater Horizon, nor will we cease in our efforts to ensure such an incident never occurs again. The lingering pain of the Macondo tragedy reinforces our efforts to conduct operations in an incident-free environment, all the time, everywhere. We undertook an extensive investigation of the incident and will publish our findings and conclusions in our investigation report. The report will be available to the public on our corporate website, www.deepwater.com. It remains our view that Transocean is contractually indemnified against all claims stemming from the environmental and economic impacts of the hydrocarbons spilled into the Gulf of Mexico from the Macondo well after the sinking of the Deepwater Horizon. 2010 Financial and Operating Results Full year 2010 net income attributable to controlling interest was US$961 million, on total revenues of US$9.6 billion. Full year 2010 results included after-tax expenses associated with the Macondo Well Incident of US$116 million and were further impacted by US$1.0 billion in after-tax charges, primarily as a result of the impairment of our standard jackup fleet. Excluding the impairment, other charges and Macondo-related costs, 2010 net income would have exceeded US$2.0 billion (nearly US$6.90 per diluted share). Net cash provided by operating activities remained strong at almost US$3.9billion. In 2010 and early 2011, we continued to strengthen our global offshore drilling fleet of 138 rigs by placing four new ultra-deepwater drillships into service, with one more delivered this year. These units complete the 10 rig expansion of our ultra-deepwater fleet, which will total 27 rigs. This represents an over US$6 billion re-investment in our core business, the largest in our company’s history. Reflecting our belief in the strengthening fundamentals of the high-specification jackup market and our strategy to increase our participation in it, we added to our high-spec jackup fleet by purchasing a newbuild rig which will be capable of drilling in water depths up to 400 feet and constructing wells 30,000 feet deep. Delivery of the rig, named Transocean Honor in tribute to the 11 Deepwater Horizon crewmembers, is expected in the fourth quarter of this year.
Page 1: Transocean Proxy Statement and 2010
Page 5: In addition to a focus on meeting o
Page 9 and 10: Agenda Items INVITATION TO ANNUAL G
Page 11 and 12: (9) Election of Three New Directors
Page 13 and 14: We may accept a proxy by any form o
Page 15 and 16: PROXY STATEMENT FOR ANNUAL GENERAL
Page 17 and 18: of the dividend reserve from capita
Page 19 and 20: You may revoke your proxy card at a
Page 21 and 22: AGENDA ITEM 2. Discharge of the Mem
Page 23 and 24: AGENDA ITEM 4. Reallocation of Free
Page 25 and 26: AGENDA ITEM 6. Conditional Agenda I
Page 27 and 28: Proposal of the Board of Directors
Page 29 and 30: AGENDA ITEM 8. Reduction of the Max
Page 31 and 32: Nominees for Director—Class III
Page 33 and 34: November 2007. Since August 2008, M
Page 35 and 36: The Board of Directors has conclude
Page 37 and 38: e disclosed and not whether a parti
Page 39 and 40: Submit nominations to our Corporate
Page 41 and 42: The Executive Compensation Committe
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Page 45 and 46: AUDIT COMMITTEE REPORT The Audit Co
Page 47 and 48: SECURITY OWNERSHIP OF DIRECTORS AND
Page 49 and 50: As a direct consequence of the Maco
Page 51 and 52: 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
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payment of $453 million. In connect
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Midwater Floaters—For our Midwate
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Fleet average daily revenue—The f
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services operations and (d) approxi
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Depreciation, depletion and amortiz
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AR-49 Years ended December 31, 2010
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During the year ended December 31,
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applicable margin, ranging from 3.1
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Contractual obligations—As of Dec
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Plan assets—We review our investm
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Ports and Waterways Safety Act, the
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such U.S. business. In November 200
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Related Party Transactions Pacific
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and the long-term impact of those u
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in partial exposure to foreign exch
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REPORT OF INDEPENDENT REGISTERED PU
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To the General Meeting of Transocea
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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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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