Transocean Proxy Statement and 2010 Annual Report

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† 24 Powers of Attorney † 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † 31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 † 32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 † 32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 99.1 Deferred Prosecution Agreement by and between The United States Department of Justice, Transocean Inc. and Transocean Ltd (incorporated by reference to Exhibit 99.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on November 5, 2010) † 101.INS XBRL Instance Document † 101.SCH XBRL Taxonomy Extension Schema † 101.CAL XBRL Taxonomy Extension Calculation Linkbase † 101.DEF XBRL Taxonomy Extension Definition Linkbase † 101.LAB XBRL Taxonomy Extension Label Linkbase † 101.PRE XBRL Taxonomy Extension Presentation Linkbase † Filed with our Annual Report on Form 10-K. * Compensatory plan or arrangement. Exhibits listed above as previously having been filed with the SEC are incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934 and made a part hereof with the same effect as if filed herewith. Certain instruments relating to our long-term debt and our subsidiaries have not been filed as exhibits since the total amount of securities authorized under any such instrument does not exceed 10 percent of our total assets and our subsidiaries on a consolidated basis. We agree to furnish a copy of each such instrument to the SEC upon request. Certain agreements filed as exhibits to this Report may contain representations and warranties by the parties to such agreements. These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors. AR-128
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, on February 28, 2011. TRANSOCEAN LTD. By /s/ Ricardo H. Rosa Ricardo H. Rosa Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 28, 2011. Signature Title * Chairman of the Board of Directors Robert E. Rose * Vice Chairman of the Board J. Michael Talbert /s/ Steven L. Newman Chief Executive Officer Steven L. Newman (Principal Executive Officer) /s/ Ricardo H. Rosa Senior Vice President and Chief Financial Officer Ricardo H. Rosa (Principal Financial Officer) /s/ John H. Briscoe Vice President and Controller John H. Briscoe (Principal Accounting Officer) * Director W. Richard Anderson * Director Thomas W. Cason * Director Victor E. Grijalva * Director Martin B. McNamara * Director Edward R. Muller AR-129
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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
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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
Page 181 and 182: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 227 and 228: (3) Exhibits The following exhibits
Page 229 and 230: 4.26 Third Supplemental Indenture,
Page 231: * 10.36 GlobalSantaFe Corporation 2
Page 235: TRANSOCEAN LTD. STATUTORY FINANCIAL
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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
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
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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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