Transocean Proxy Statement and 2010 Annual Report

TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
economic damages, including damages resulting from the decline in our stock price after the Macondo well incident. The third action was
filed by a former shareholder of a predecessor company, alleging that the proxy statement related to our shareholder meeting in connection
with our merger with the predecessor company violated Section 14(a) of the Exchange Act, Rule 14a-9 promulgated thereunder and
Section 20(a) of the Exchange Act. The plaintiff claims that the predecessor company’s shareholders received inadequate consideration for
their shares as a result of the alleged violations and seeks rescission and compensatory damages.
Shareholder derivative claims—In June 2010, two shareholder derivative suits were filed by our shareholders naming us as a nominal
defendant and certain of our officers and directors as defendants in the District Courts of the U.S. State of Texas. The first case generally
alleges breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets in connection
with the Macondo well incident and the other generally alleges breach of fiduciary duty, unjust enrichment and waste of corporate assets in
connection with the Macondo well incident. The plaintiffs are generally seeking, on behalf of Transocean, restitution and disgorgement of all
profits, benefits and other compensation from the defendants.
Note 14—Related Party Transactions
We issued 16 million of our shares (treasury shares) to Transocean Inc., 13 million and 14 million of which remain available as of
December 31, 2010 and 2009, respectively, for our future use to satisfy our obligation to deliver shares in connection with awards granted
under our incentive plans, warrants or other right to acquire our shares.
In 2010 and 2009, we received cash dividends amounting to CHF 292 million and CHF 65 million, respectively, from our 100 percent-owned
subsidiary, Transocean Inc.
On March 27, 2009, Transocean Ltd. entered into a credit agreement for a CHF 56 million revolving credit facility with Transocean
Management Ltd., the borrower. The variable interest rate, linked to the London Interbank Offered Rate (“LIBOR”), was 3.5 percent and 4.5
percent on December 31, 2010 and 2009, respectively. The outstanding balance was zero and CHF 31 million for the years ended
December 31, 2010 and 2009, respectively.
Transocean Ltd. subsidiaries perform certain general and administrative services on our behalf, including executive administration,
procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative functions. These
expenses are included in costs and expenses from subsidiaries in the statement of operations and totaled CHF 15 million for both years
ended December 31, 2010 and 2009, of which CHF 12 million and CHF 10 million related to personnel expenses for the year ended
December 31, 2010 and 2009, respectively.
Note 15—Subsequent Events
On January 24, 2011, we filed an appeal with the Swiss Federal Supreme Court against the decision of the Administrative Court of the
Canton of Zug (see Note 4 – Par Value Reduction). Pursuant to the Invitation and Proxy Statement for the 2011 annual general meeting, the
Board of Directors has proposed that shareholders at the meeting approve the rescission of the cash distribution in the form of a par value
reduction approved at the 2010 annual general meeting. In addition, the Board of Directors has proposed for approval by the shareholders at
the 2011 annual general meeting a U.S. dollar-denominated dividend of USD 3.16 per outstanding share out of additional paid-in capital,
which is payable in four quarterly installments. The proposed dividend is, among other things, contingent on shareholders approving the
rescission of the cash distribution in the form of a par value reduction approved at the 2010 annual general meeting (see Proposed
Appropriation of Available Earnings). On February 18, 2011, we filed with the Swiss Federal Supreme Court a request to stay the pending
appeal against the decision of the Administrative Court of the Canton of Zug until shareholders have voted on the proposed rescission of the
cash distribution in the form of a par value reduction approved at the 2010 annual general meeting.
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