Transocean Proxy Statement and 2010 Annual Report

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure We have not had a change in or disagreement with our accountants within 24 months prior to the date of our most recent financial statements or in any period subsequent to such date. Item 9A. Controls and Procedures Disclosure controls and procedures—We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), were effective as of December 31, 2010 and provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (1) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Internal controls over financial reporting—There were no changes in these internal controls during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Other matters—In April 2010, we implemented a new global Enterprise Resource Planning (“ERP”) system, a fully integrated software environment, designed to optimize and standardize processes in treasury, accounting, supply chain management, asset management and information technology. Although we have updated our internal controls that have been affected by the ERP implementation, we do not believe that the ERP implementation has had an adverse effect on our internal controls over financial reporting. See “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” included in Item 8 of this Annual Report. Item 9B. Other Information None. AR-120
PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships, Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our definitive proxy statement for our 2011 annual general meeting of shareholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days of December 31, 2010. Certain information with respect to our executive officers is set forth in Item 4 of this annual report under the caption “Executive Officers of the Registrant.” Item 15. Exhibits and Financial Statement Schedules PART IV (a) Index to Financial Statements, Financial Statement Schedules and Exhibits (1) Financial Statements Included in Part II of this report: Page Management’s Report on Internal Control Over Financial Reporting AR-68 Report of Independent Registered Public Accounting Firm AR-69 Consolidated Statements of Operations AR-72 Consolidated Statements of Comprehensive Income AR-73 Consolidated Balance Sheets AR-74 Consolidated Statements of Equity AR-75 Consolidated Statements of Cash Flows AR-76 Notes to Consolidated Financial Statements AR-77 Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the significance test. (2) Financial Statement Schedules AR-121
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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
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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
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 201 and 202: Note 13—Postemployment Benefit Pl
Page 223: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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 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
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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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