Transocean Proxy Statement and 2010 Annual Report

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Under the terms and conditions contained within the indentures of the Convertible Senior Notes, Transocean Inc. will, upon occurrence of a conversion event, deliver cash up to the aggregate principal amount of the notes and accrued interest (if any). Transocean Ltd. would only be required to deliver or issue shares for the remainder of its conversion obligation. As long as the share price per Transocean Ltd. registered share does not exceed USD 168.61 (as increased and adjusted upon the occurrence of certain events) as quoted on the NYSE during the relevant reference period prior to a conversion event, Transocean Ltd. will not be required to issue or deliver any shares in addition to its cash delivery obligation. The Convertible Senior Notes do not provide for a cap on the relevant conversion price and therefore, there is no maximum number of shares issuable or deliverable at the date hereof and at any date thereafter prior to the occurrence of a conversion event and the lapse of the relevant reference period. The SIX Disclosure Office has therefore granted Transocean Ltd. an exemption from the requirement to disclose the number and percentage of voting rights attached to the sale positions in the form of the Senior Convertible Senior Notes. (8) The number of shares held by Marsico Capital Management, LLC is based on a notification received by the Company on May 3, 2010 informing the Company that the ownership of Marsico Capital Management, LLC, on behalf of funds managed by and clients of Marsico Capital Management, LLC and its direct and indirect subsidiaries, has fallen below 3%. For a full review of the disclosure reports that were made to the Company and the SIX Disclosure Office during fiscal year 2010, and then published on the SIX electronic publication platform in accordance with art. 20 SESTA, please refer to the search facility of the SIX Disclosure Office at http://www.six-swissexchange.com/shares/companies/major_shareholders_en.html. Information on the share ownership by directors and executive officers, and greater than 5% shareholders as of December 31, 2010, based on the number of the Company’s shares outstanding (which is equal to the shares issued less the shares held in the Company’s treasury), is included on page P-32 of this Annual Report under the heading “Security Ownership of Certain Beneficial Owners” and on page P-33 of this Annual Report under the heading “Security Ownership of Directors and Executive Officers.” 1.3 Cross-Shareholdings Transocean does not have any shareholdings in companies outside the group that to its knowledge have shareholdings in Transocean. 2. Capital Structure 2.1 Share Capital As of December 31, 2010, the Company's share capital amounted to CHF 5,028,529,470 and was divided into 335,235,298 shares. The shares are registered shares (Namenaktien) with a par value of CHF 15 each. The shares are fully paid, non-assessable and rank pari passu with each other and all other shares. As of December 31, 2010, the Company has no authorized share capital. The authorized capital pursuant to art. 5 of our Articles of Association expired on December 18, 2010. Note that our Board of Directors (the “Board”) proposed to the 2011 annual general meeting of shareholders of the Company, scheduled for May 13, 2011, to amend the Articles of Association in order to renew the Company's authorized share capital until May 13, 2013. For details of that proposal refer to page P-13 of this Annual Report under the heading “Agenda Item 7, New Authorized Share Capital.” As to conditional share capital, see item 2.2 of this Report. As to the Company's par value distribution approved at the 2010 Annual General Meeting, see item 2.3 of this Report. 2.2 Conditional Share Capital As of December 31, 2010, our Articles of Association provide for a conditional share capital that authorizes the issuance of new shares up to a maximum amount of CHF 1,951,069,434.36 by issuing a maximum of 167,617,649 fully paid up shares with a par value of CHF 15 each. Any such shares may be issued 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 CG-4
or international capital markets or new or already existing contractual obligations by or of any member of the group (hereinafter collectively, the “Rights-Bearing Obligations”); or � in connection with the issuance of shares, options or other share-based awards to members of the Board, employees, contractors, consultants or other persons providing services to a member of the Group. The conditional share capital does not have an expiration date. Shareholders do not have pre-emptive rights to subscribe to the newly issued shares issued out of the conditional share capital. However, in connection with the issuance by the Company or one of its group companies of Rights-Bearing Obligations, shareholders generally have advance subscription rights. The Board may withdraw or limit the advance subscription rights of the shareholders if (1) the issuance is for purposes of financing or refinancing the acquisition of an enterprise, parts of an enterprise, participations or investments or (2) the issuance occurs in national or international capital markets or through a private placement. If the advance subscription rights are neither granted directly nor indirectly by the Board, the following applies: (i) The Rights-Bearing Obligations shall be issued or entered into at market conditions; (ii) the conversion, exchange or exercise price of the Rights-Bearing Obligations shall be set with reference to the market conditions prevailing at the date on which the Rights-Bearing Obligations are issued; and (iii) the Rights-Bearing Obligations may be converted, exchanged or exercised during a maximum period of 30 years from the date of the relevant issuance or entry. In connection with the issuance of any shares or Rights-Bearing Obligations pursuant to the second prong of the conditional share capital described above (i.e., the conditional share capital to satisfy our obligations under the share-based compensation plans), the preemptive rights and advance subscription rights of the shareholders are generally excluded. The respective shares or Rights-Bearing Obligations are to be issued in accordance with the share-based compensation plans of the Company or its subsidiaries. 2.3 Changes in Capital 2008 Ordinary Capital Increase / Contribution in Kind In connection with the Redomestication Transaction and related capital increase of December 19, 2008 (see “Item 1. Business–Background” on page AR-3 of this Annual Report), and in accordance with the contribution in kind agreement dated as of December 18, 2008 (the “Contribution in Kind Agreement”), the Company acquired 319,228,632 ordinary shares of the former group parent company, Transocean Inc., a Cayman Islands company (“Transocean Inc.”). The shares of Transocean Inc. were acquired for a total value of CHF 16,476,107,961.80. As consideration for this contribution, the Company issued to an exchange agent, acting for the account of the holders of ordinary shares of Transocean Inc. outstanding immediately prior to the completion of the Contribution in Kind Agreement and in the name and the account of Transocean Inc., a total of 335,228,632 fully paid shares with a total par value of CHF 5,028,429,480. The difference between the aggregate par value of the issued shares and the total value of CHF 11,447,678,481.80 was allocated to the legal reserves (additional paid-in capital) of the Company. As part of the above described transactions, the extraordinary general meeting of shareholders of the Company held on December 18, 2008 approved, among other things, (i) the consolidation of the registered shares of the Company with a par value of CHF 0.01 each into registered shares with a par value of CHF 15 each, (ii) an increase in the Company's share capital from CHF 100,000 by an amount of CHF 5,028,429,480 (eliminating fractional shares resulting from the consolidation described in clause (i) above) to CHF 5,028,529,470 through the issuance of 335,228,632 fully paid registered shares with a par value of CHF 15 each, (iii) authorized share capital authorizing the Board to issue new shares up to a maximum amount of CHF 1,951,069,434.36 by issuing a maximum of 167,617,649 fully paid up shares with a par value of CHF 15 each (the authorized share capital expired on December 18, 2010 – see item 2.2 of this Report), and (iv) the conditional share capital as described in more detail in item 2.2 of this Report. Release of CHF 3.5 billion of legal reserves (additional paid-in capital) to free reserves (approved at the 2009 AGM) At the 2009 Annual General Meeting, shareholders approved a proposal by the Board that CHF 3.5 billion of legal reserves (additional paid-in capital) be released and allocated to other reserves. As to the reallocation of free reserves to legal reserves, reserve from capital contributions, refer to page P-9 of this Annual Report under the heading “Agenda Item 4, Reallocation of Free Reserve to Legal Reserve, Reserve From Capital Contributions.” CG-5
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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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Note 13—Postemployment Benefit Pl
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Page 209 and 210: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 242 and 243: TRANSOCEAN LTD. NOTES TO STATUTORY
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Page 256 and 257: provided, however, that: TRANSOCEAN
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Transocean Proxy Statement and 2010 Annual Report

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