Transocean Proxy Statement and 2010 Annual Report

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Note 1—General TRANSOCEAN LTD. NOTES TO STATUTORY FINANCIAL STATEMENTS Transocean Ltd. (“Transocean,” the “Company,” “we,” “us” or “our”) is the parent company of Transocean Inc. and Transocean Management Ltd. The statutory financial statements are of overriding importance for the purpose of the economic and financial assessment of the Company. The unconsolidated statutory financial statements of the Company are prepared in accordance with Swiss law. In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly-owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company (the “Redomestication Transaction”). In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.’s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly-owned subsidiary of Transocean Ltd. Note 2—Summary of Significant Accounting Policies Exchange rate differences—The Company keeps its accounting records in U.S. Dollars (USD) and translates them into Swiss Francs (CHF) for statutory reporting purposes. Assets and liabilities denominated in foreign currencies are translated into CHF using the year-end rates of exchange, except investments in affiliates and the Company’s equity (other than current-year transactions), which are translated at historical rates. Income statement transactions are translated into Swiss Francs at the average rate of the year. Exchange differences arising from business transactions are recorded in the income statement, except for net unrealized gains, which are deferred and recorded in other current liabilities. Current assets and liabilities—Current assets and liabilities are recorded at cost less adjustments for impairment of value. Financial assets—Financial assets are recorded at acquisition cost less adjustments for impairment of value. Cash—Cash consists of cash in the bank. Property and equipment—Property and equipment consists primarily of office equipment and is recorded at historical cost net of accumulated depreciation. We generally provide for depreciation under the straight-line method. The estimated original useful life of our office equipment is four years. Note 3—Investment in Affiliates (in CHF thousands) Ownership Capital par value Investment Company name Purpose Domicile interest (local currency) 2010 2009 Transocean Inc. Holding Management and Cayman Islands 100% USD 0.01 16,476,108 Transocean Management Ltd. administration CH - Geneva 90% USD 100.00 90 SR-4 16,476,108 90 �
Principal indirect investments in affiliates include: Company name TRANSOCEAN LTD. NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued Global Marine Inc. Leasing/Operating United States 100% GSF Leasing Services GmbH Leasing CH - Zug 100% Sedco Forex International Inc. Leasing/Operating Panama 100% Transocean Financing GmbH Financing CH - Zug 100% Transocean Offshore Deepwater Drilling Inc. Leasing/Operating United States 100% Transocean Offshore Drilling Holdings Limited Holding Cayman Islands 100% Transocean Offshore Holdings Limited Holding Cayman Islands 100% Transocean Offshore International Ventures Limited Leasing/Operating Cayman Islands 100% Transocean Worldwide Inc. Holding Cayman Islands 100% Triton Asset Leasing GmbH Leasing CH - Zug 100% Triton Hungary Investments 1 Kft. Holding Hungary 100% Triton Nautilus Asset Leasing GmbH Leasing CH - Zug 100% Note 4—Shareholders’ Equity (in CHF thousands except share data) Balance at December 31, 2008 335,235,298 Tranfer to free reserve - Net Income - Balance at December 31, 2009 335,235,298 Ordinary shares Shares Amount 5,028,529 SR-5 Purpose Domicile Legal reserve Reserve for General reserves - treasury shares - reserve from reserve from capital capital contribution contributions (a) 11,447,579 - (3,500,000) - 5,028,529 7,947,579 100 - - 100 Free reserve - reserve from capital contribution - 3,500,000 3,500,000 Ownership interest Retained earnings Total shareholder's equity 45 16,476,253 - - 36,668 36,668 36,713 16,512,921 Treasury share repurchased - - (22,579) 279,528 (256,949) - Net income 224,976 224,976 Balance at December 31, 2010 335,235,298 5,028,529 7,925,000 279,628 3,243,051 261,689 16,737,897 (a) The reserve for treasury shares represents the cost of treasury shares held by Transocean Inc. on behalf of Transocean Ltd. which were originally issued to Transocean Inc. for CHF 100,000 at formation of the Company and were transferred to the Company as part of the Redomestication Transaction. During 2010, we repurchased 2,863,267 shares valued at CHF 257 million under the share repurchase program in Transocean Ltd and in addition we purchased 325,470 treasury shares in connection with share-based compensation valued at CHF 23 million. See Note 5—Treasury Shares. Transocean Ltd. has 167,617,649 conditional shares. Transocean Ltd.’s articles of association provide for conditional capital that allows the Board of Directors to authorize the issuance of additional registered shares up to a maximum amount of 50% of the share capital registered in the commercial register without obtaining additional shareholder approval. The conditional shares may be issued: (1) Through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares or shares of one of its subsidiaries; or (2) In connection with the issuance of registered shares, options or other share-based awards to directors, employees, contractors, consultants or other persons providing services to Transocean Ltd. or one of its subsidiaries. In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares, the board of directors is authorized to withdraw or limit the advance subscription rights of shareholders in certain circumstances. The authorized share capital of Transocean Ltd., which authorized the Board of Directors to issue an additional 167,617,649 new shares, expired on December 18, 2010.
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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
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TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 189 and 190: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 242 and 243: TRANSOCEAN LTD. NOTES TO STATUTORY
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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
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Page 264 and 265: 3. Board of Directors 3.1/ The memb
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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
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Page 278 and 279: Annex 1 Subsidiaries of Transocean
Page 280 and 281: Name Jurisdiction Registered Office
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Page 287 and 288: Board Of Directors Robert E. Rose C
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Transocean Proxy Statement and 2010 Annual Report

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