Transocean Proxy Statement and 2010 Annual Report

More documents

Recommendations

Info

TRANSOCEAN LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued Including the amortization of the unamortized discount, the effective interest rates were 5.08 percent for the Series B Convertible Senior Notes and 5.28 percent for the Series C Convertible Senior Notes. At December 31, 2010, the remaining period over which the discount will be amortized is less than one year for the Series B Convertible Senior Notes and 1.9 years for the Series C Convertible Senior Notes. Interest expense, excluding amortization of debt issue costs, was as follows (in millions): Interest expense AR-96 Years ended December 31, 2010 2009 2008 Series A Convertible Senior Notes due 2037 $ 58 $ 85 $ 97 Series B Convertible Senior Notes due 2037 98 100 97 Series C Convertible Senior Notes due 2037 98 100 97 Holders of the Series A Convertible Senior Notes had the option to require Transocean Inc., our wholly owned subsidiary and the issuer of the Series A Convertible Senior Notes, to repurchase all or any part of such holder’s notes on December 15, 2010. As a result, we were required to repurchase an aggregate principal amount of $1,288 million of our Series A Convertible Senior Notes for an aggregate cash payment of $1,288 million. On December 31, 2010, Transocean Inc. called the remaining $11 million of Series A Convertible Senior Notes for redemption on January 31, 2011. See Note 25—Subsequent Events. During the year ended December 31, 2010, we repurchased an aggregate principal amount of $520 million of the Series B Convertible Senior Notes for an aggregate cash payment of $505 million and an aggregate principal amount of $478 million of the Series C Convertible Senior Notes for an aggregate cash payment of $453 million. In connection with the repurchases, we recognized a loss on retirement of $35 million ($0.11 per diluted share), with no tax effect, associated with the debt components of the repurchased notes, and we recorded additional paid-in capital of $14 million associated with the equity components of the repurchased notes. During the year ended December 31, 2009, we repurchased an aggregate principal amount of $901 million of the Series A Convertible Senior Notes for an aggregate cash payment of $865 million. We recognized a loss of $28 million associated with the debt component of the instrument and recorded additional paid-in capital of $22 million associated with the equity component of the instrument. Note 12—Derivatives and Hedging Cash flow hedges—TPDI has entered into interest rate swaps, which have been designated and have qualified as a cash flow hedge, to reduce the variability of cash interest payments associated with the variable-rate borrowings under the TPDI Credit Facilities. The aggregate notional amount corresponds with the aggregate outstanding amount of the borrowings under the TPDI Credit Facilities. As of December 31, 2010, the aggregate notional amount was $1.1 billion, of which $543 million was attributable to the intercompany borrowings provided by one of our subsidiaries and the related balances have been eliminated in consolidation. At December 31, 2010, the weighted-average variable interest rate associated with the interest rate swaps was 0.3 percent, and the weighted-average fixed interest rate was 2.3 percent. At December 31, 2010, the interest rate swaps represented a liability measured at a fair value of $11 million, recorded in other long-term liabilities, with a corresponding increase to accumulated other comprehensive loss. At December 31, 2009, the interest rate swaps represented an asset measured at a fair value of $6 million, recorded in other assets, and a liability measured at a fair value of less than $1 million, recorded in other long-term liabilities, with a corresponding net decrease to accumulated other comprehensive loss. The amount associated with the ineffective portion of the cash flow hedges was less than $1 million, recorded in interest expense for the years ended December 31, 2010 and 2009. In February 2009, Transocean Inc. entered into interest rate swaps with an aggregate notional value of $1 billion, which were designated and qualified as a cash flow hedge, to reduce the variability of our cash interest payments on the borrowings under a term loan. Under the interest rate swaps, Transocean Inc. received interest at one-month LIBOR and paid interest at a fixed rate of 0.768 percent over the six-month period ended August 6, 2009. Upon their stated maturity, Transocean Inc. settled these interest rate swaps with no gain or loss recognized. No ineffectiveness was recorded in interest expense. Fair value hedges—Two of our wholly owned subsidiaries have entered into interest rate swaps, which are designated and have qualified as fair value hedges, to reduce our exposure to changes in the fair values of the 5.25% Senior Notes and the 5.00% Notes. The interest rate swaps have aggregate notional amounts of $500 million and $250 million, respectively, equal to the face values of the hedged instruments and have stated maturities that coincide with those of the hedged instruments. We have determined that the hedging relationships qualify for, and we have applied, the shortcut method of accounting, under which the interest rate swaps are considered to have no ineffectiveness and no ongoing assessment of effectiveness is required. At December 31, 2010, the weighted-average variable interest rate on the interest rate swaps was 3.5 percent, and the fixed interest rates matched those of the underlying debt instruments. At December 31, 2010, the interest rate swaps represented an asset measured at fair value of $17 million, recorded in other assets, with a corresponding increase to the carrying amounts of the underlying debt instruments. At December 31, 2009, the interest rate swaps represented a liability measured at a fair value of $4 million, recorded in other long-term liabilities, with a corresponding decrease to the carrying amount of the underlying debt instrument.
Note 13—Postemployment Benefit Plans TRANSOCEAN LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued Defined benefit pension plans and other postretirement employee benefit plans Overview—We maintain a single qualified defined benefit pension plan in the U.S. (the “U.S. Plan”) and a single funded supplemental benefit plan (the “Supplemental Plan”). The U.S. Plan covers substantially all U.S. employees, and the Supplemental Plan, along with two other unfunded supplemental benefit plans (the “Other Supplemental Plans”), provide certain eligible employees with benefits in excess of those allowed under the U.S. Plan. Additionally, we maintain two funded and two unfunded defined benefit plans (collectively, the “Frozen Plans”) that we assumed in connection with our mergers with GlobalSantaFe and R&B Falcon, all of which were frozen prior to the respective mergers and for which benefits no longer accrue but the pension obligations have not been fully distributed. We refer to the U.S. Plan, the Supplemental Plan, the Other Supplemental Plans and the Frozen Plans, collectively, as the “U.S. Plans.” We maintain a defined benefit plan in the U.K. (the “U.K. Plan”) covering certain current and former employees in the U.K. We also provide several funded defined benefit plans, primarily group pension schemes with life insurance companies, and two unfunded plans, covering our eligible Norway employees and former employees (the “Norway Plans”). We also maintain unfunded defined benefit plans (the “Other Plans”) that provide retirement and severance benefits for certain of our Indonesian, Nigerian and Egyptian employees. We refer to the U.K. Plan, the Norway Plans and the Other Plans, collectively, as the “Non-U.S. Plans.” We refer to the U.S. Plans and the Non-U.S. Plans, collectively, as the “Transocean Plans”. Additionally, we have several unfunded contributory and noncontributory other postretirement employee benefits plans (the “OPEB Plans”) covering substantially all of our U.S. employees. Assumptions—The following were the weighted-average assumptions used to determine benefit obligations: U.S. Plans AR-97 December 31, 2010 December 31, 2009 Discount rate 5.48% 5.81% 4.92% 5.84 % 5.59% 5.52% Compensation trend rate 4.24% 4.65% n/a 4.21 % 4.73% n/a Non-U.S. Plans The following were the weighted-average assumptions used to determine net periodic benefit costs: OPEB Plans U.S. Plans Non-U.S. Plans Year ended December 31, 2010 Year ended December 31, 2009 Year ended December 31, 2008 U.S. Plans Non-U.S. Plans OPEB Plans U.S. Plans Non-U.S. Plans OPEB Plans U.S. Plans OPEB Plans Non-U.S. Plans OPEB Plans Discount rate 5.86 % 5.67 % 5.51% 5.41% 6.06% 5.34% 6.14 % 5.97% 5.96% Expected rate of return 8.49 % 6.65 % n/a 8.50% 6.59% n/a 8.50 % 7.16% n/a Compensation trend rate Health care cost trend rate 4.21 % 4.77 % n/a 4.21% 4.55% n/a 4.57 % 4.64% n/a -initial n/a n/a 8.00% n/a n/a 8.99% n/a n/a 8.55% -ultimate n/a n/a 5.00% n/a n/a 5.00% n/a n/a 5.00% -ultimate year n/a n/a 2016 n/a n/a 2016 n/a n/a 2014 ______________________________ “n/a” means not applicable.
Page 1 and 2:
Transocean Proxy Statement and 2010
Page 3 and 4:
2010 LETTER TO THE SHAREHOLDERS We
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
Page 43 and 44:
Committee is ‘‘financially lite
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
Page 53 and 54:
$100,000. Accordingly, neither Long
Page 55 and 56:
Element Targeted Position Comments
Page 57 and 58:
In February 2010, the Committee rev
Page 59 and 60:
Safety Performance. Our business in
Page 61 and 62:
Timing of the system roll out compr
Page 63 and 64:
total target value for stock option
Page 65 and 66:
Executive Compensation Program—He
Page 67 and 68:
Perquisites and Other Personal Bene
Page 69 and 70:
• a cash severance benefit equal
Page 71 and 72:
Summary Compensation Table EXECUTIV
Page 73 and 74:
(17) In 2010, Mr. Toma’s base pay
Page 75 and 76:
Outstanding Equity Awards at Fiscal
Page 77 and 78:
Option Exercises and Shares Vested
Page 79 and 80:
offset to allow for the fact that h
Page 81 and 82:
Contributions are based on a partic
Page 83 and 84:
(3) The terms and conditions of the
Page 85 and 86:
(1) Based on the target (100%) payo
Page 87 and 88:
Mr. Newman Mr. Rosa Mr. Brown Mr. B
Page 89 and 90:
AGENDA ITEM 10 Appointment of Ernst
Page 91 and 92:
Proposal AGENDA ITEM 11. Advisory V
Page 93 and 94:
OTHER MATTERS Compensation Committe
Page 95 and 96:
Annexes P-81
Page 97 and 98:
(2) Shareholders may, upon the term
Page 99 and 100:
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 and 152: Depreciation, depletion and amortiz
Page 153 and 154: AR-49 Years ended December 31, 2010
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
Page 177 and 178: TRANSOCEAN LTD. AND SUBSIDIARIES CO
Page 179 and 180: TRANSOCEAN LTD. AND SUBSIDIARIES CO
Page 181 and 182: TRANSOCEAN LTD. AND SUBSIDIARIES NO
Page 199: TRANSOCEAN LTD. AND SUBSIDIARIES NO
Page 225 and 226: PART III Item 10. Directors, Execut
Page 227 and 228: (3) Exhibits The following exhibits
Page 229 and 230: 4.26 Third Supplemental Indenture,
Page 231 and 232: * 10.36 GlobalSantaFe Corporation 2
Page 233 and 234: SIGNATURES Pursuant to the requirem
Page 235: TRANSOCEAN LTD. STATUTORY FINANCIAL
Page 238 and 239: TRANSOCEAN LTD. STATEMENT OF OPERAT
Page 240 and 241: Note 1—General TRANSOCEAN LTD. NO
Page 242 and 243: TRANSOCEAN LTD. NOTES TO STATUTORY
Page 244 and 245: Note 7—Board of Directors Compens
Page 250 and 251:
As of December 31, 2009 Name TRANSO
Page 252 and 253:
As of December 31, 2009 TRANSOCEAN
Page 254 and 255:
TRANSOCEAN LTD. NOTES TO STATUTORY
Page 256 and 257:
provided, however, that: TRANSOCEAN
Page 258 and 259:
Transocean is a leading internation
Page 260 and 261:
Under the terms and conditions cont
Page 262 and 263:
As of December 31, 2010, December 3
Page 264 and 265:
3. Board of Directors 3.1/ The memb
Page 266 and 267:
Corporation during 1994 and 1995 an
Page 268 and 269:
� Members of Executive Management
Page 270 and 271:
Long-Term Incentive Plan The annual
Page 272 and 273:
Pension Benefits for Fiscal Year 20
Page 274 and 275:
Our Articles of Association further
Page 276 and 277:
7. Mandatory Offer Requirement / Ch
Page 278 and 279:
Annex 1 Subsidiaries of Transocean
Page 280 and 281:
Name Jurisdiction Registered Office
Page 282 and 283:
Name Jurisdiction Registered Office
Page 287 and 288:
Board Of Directors Robert E. Rose C
show all

Transocean Proxy Statement and 2010 Annual Report

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?