Transocean Proxy Statement and 2010 Annual Report
Transocean Proxy Statement and 2010 Annual Report
Transocean Proxy Statement and 2010 Annual Report
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As of December 31, 2009<br />
Name<br />
TRANSOCEAN LTD.<br />
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued<br />
Number of<br />
granted option<br />
shares vested<br />
<strong>and</strong> oust<strong>and</strong>ing<br />
Number of<br />
granted option<br />
shares vesting in<br />
<strong>2010</strong><br />
SR-17<br />
Number of<br />
granted option<br />
shares vesting in<br />
2011<br />
Number of<br />
granted option<br />
shares vesting in<br />
2012 Total<br />
Steven L. Newman 43,738 27,909 27,910 18,667 118,224<br />
Arnaud Bobillier 4,929 15,110 15,112 10,182 45,333<br />
Ihab Toma (a) - 2,425 2,426 2,426 7,277<br />
Eric B. Brown 5,545 15,727 15,728 10,182 47,182<br />
Ricardo H. Rosa 3,235 11,380 11,380 8,146 34,141<br />
John H. Briscoe 2,310 5,705 5,705 3,394 17,114<br />
Robert L. Long 126,905 75,002 75,003 51,588 328,498<br />
Cheryl D. Richard 3,188 11,334 11,334 8,146 34,002<br />
Gregory L. Cauthen 6,593 - - - 6,593<br />
Robert J. Saltiel 4,929 - - - 4,929<br />
Total 201,372 164,592 164,598 112,731 643,293<br />
(a) The stock options were granted to Mr. Toma at time of employment with <strong>Transocean</strong> on August 17, 2009. The options vest in onethird<br />
increments over a three-year period on the anniversary of the date of grant.<br />
Note 10—Credits <strong>and</strong> Loans Granted to Governing Bodies<br />
In <strong>2010</strong>, there were no credits or loans granted to active or former members of the Company’s Board of Directors, members of the executive<br />
management or to any related persons <strong>and</strong> at December 31, <strong>2010</strong>, there are no such credits or loans outst<strong>and</strong>ing.<br />
Note 11—Risk Assessment Disclosure<br />
<strong>Transocean</strong> Ltd., as the ultimate parent company of <strong>Transocean</strong> Inc. <strong>and</strong> <strong>Transocean</strong> Management Ltd., is fully integrated into the<br />
Company-wide internal risk assessment process.<br />
The Company-wide internal risk assessment process consists of regular reporting to the Board of Directors of <strong>Transocean</strong> Ltd. on identified<br />
risks <strong>and</strong> management’s reaction to them. The procedures <strong>and</strong> actions to identify the risks, <strong>and</strong> where appropriate remediate, are<br />
performed by specific corporate functions (i.e. Treasury, Legal, Internal Audit, Engineering <strong>and</strong> Operations) as well as by the operating<br />
divisions of the Company.<br />
These functions <strong>and</strong> divisions have the responsibility to support <strong>and</strong> monitor the Company-wide procedures <strong>and</strong> processes to ensure their<br />
effective operation.<br />
Note 12—Guarantees <strong>and</strong> Commitments<br />
<strong>Transocean</strong> Inc., our wholly-owned subsidiary, is the issuer of certain debt securities that we have guaranteed. The guaranteed debt<br />
includes certain short <strong>and</strong> long-term commercial paper, notes, revolving credit facilities, debentures <strong>and</strong> convertible note obligations totaling<br />
CHF 8.5 billion <strong>and</strong> CHF 9.6 billion as of December 31, <strong>2010</strong> <strong>and</strong> 2009, respectively. We have no independent assets or operations, our<br />
only other subsidiary, <strong>Transocean</strong> Management Ltd., is minor, <strong>and</strong> our guarantee of <strong>Transocean</strong> Inc. debt securities is full <strong>and</strong><br />
unconditional. There are no significant restrictions on our ability to obtain funds from our consolidated subsidiaries or entities, accounted for<br />
under the equity method, through dividends, loans or return of capital distributions.<br />
Note 13—Contingencies<br />
Overview—On April 22, <strong>2010</strong>, the Ultra-Deepwater Floater Deepwater Horizon, a rig owned <strong>and</strong> operated by our wholly-owned<br />
subsidiaries, sank after a blowout of the Macondo well caused a fire <strong>and</strong> explosion on the rig. <strong>Transocean</strong> Ltd. <strong>and</strong> several of our whollyowned<br />
subsidiaries have been named in lawsuits related to the Macondo well incident. Although the potential impact is uncertain, the<br />
Company <strong>and</strong> its subsidiaries have excess liability insurance coverage as well as contractual indemnities from the operator of the well.<br />
Federal securities claims—Three federal securities law class actions are currently pending, in the U.S. District Court, Southern District of<br />
New York, naming us <strong>and</strong> certain of our officers <strong>and</strong> directors as defendants. Two of these actions generally allege violations of<br />
Section 10(b) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10b-5 promulgated under the Exchange Act <strong>and</strong><br />
Section 20(a) of the Exchange Act in connection with the Macondo well incident. The plaintiffs are generally seeking awards of unspecified