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Transocean Proxy Statement and 2010 Annual Report

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TRANSOCEAN LTD. AND SUBSIDIARIES<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued<br />

A substantial portion of our assets are mobile. Asset locations at the end of the period are not necessarily indicative of the<br />

geographic distribution of the revenues generated by such assets during the periods. Although we are organized under the laws of<br />

Switzerl<strong>and</strong>, we do not conduct any operations <strong>and</strong> do not have operating revenues in Switzerl<strong>and</strong>. At December 31, <strong>2010</strong> <strong>and</strong> 2009, we<br />

had $15 million <strong>and</strong> $19 million, respectively, of long-lived assets in Switzerl<strong>and</strong>.<br />

Our international operations are subject to certain political <strong>and</strong> other uncertainties, including risks of war <strong>and</strong> civil disturbances<br />

(or other events that disrupt markets), expropriation of equipment, repatriation of income or capital, taxation policies, <strong>and</strong> the general<br />

hazards associated with certain areas in which operations are conducted.<br />

For the years ended December 31, <strong>2010</strong>, 2009 <strong>and</strong> 2008, BP accounted for approximately 10 percent, 12 percent <strong>and</strong><br />

11 percent, respectively, of our operating revenues. The loss of this customer or other significant customers could have a material adverse<br />

effect on our results of operations.<br />

Note 23—Related Party Transactions<br />

Pacific Drilling Limited—We hold a 50 percent interest in TPDI, a consolidated British Virgin Isl<strong>and</strong>s joint venture company<br />

formed by us <strong>and</strong> Pacific Drilling, a Liberian company, to own <strong>and</strong> operate Dhirubhai Deepwater KG1 <strong>and</strong> Dhirubhai Deepwater KG2.<br />

Effective October 18, <strong>2010</strong>, Pacific Drilling has the unilateral right to exchange its interest in the joint venture for our shares or cash, at an<br />

amount based on an appraisal of the fair value of the drillships, subject to certain adjustments.<br />

As of December 31, <strong>2010</strong> <strong>and</strong> 2009, TPDI had outst<strong>and</strong>ing promissory notes in the aggregate amount of $296 million, of which<br />

$148 million was due to Pacific Drilling <strong>and</strong> was included in long-term debt on our consolidated balance sheet.<br />

Angco Cayman Limited—We hold a 65 percent interest in ADDCL, a consolidated Cayman Isl<strong>and</strong>s joint venture company<br />

formed to own <strong>and</strong> operate Discoverer Lu<strong>and</strong>a. Angco Cayman Limited, a Cayman Isl<strong>and</strong>s company, holds the remaining 35 percent<br />

interest in ADDCL. Beginning January 31, 2016, Angco Cayman Limited will have the right to exchange its interest in the joint venture for<br />

cash at an amount based on the appraisal of the fair value of the drillship, subject to certain adjustments.<br />

Overseas Drilling Limited—We hold a 50 percent interest in ODL, an unconsolidated Cayman Isl<strong>and</strong>s joint venture company,<br />

which owns the Joides Resolution. Siem Offshore Invest AS owns the other 50 percent interest in ODL. Under a management services<br />

agreement with ODL, we provide certain operational <strong>and</strong> management services. We earned $2 million for these services in each of the<br />

years ended December 31, <strong>2010</strong>, 2009 <strong>and</strong> 2008.<br />

We have a $10 million loan facility with ODL. ODL may dem<strong>and</strong> repayment of the borrowings at any time upon five business<br />

days prior written notice, <strong>and</strong> any amounts due to us from ODL may be offset against the borrowings at the time of repayment. As of<br />

December 31, <strong>2010</strong> <strong>and</strong> 2009, $10 million was outst<strong>and</strong>ing under this loan agreement.<br />

AR-117

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