Transocean Proxy Statement and 2010 Annual Report

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CERTAIN TRANSACTIONS Our director W. Richard Anderson is the Chief Financial Officer of Eurasia Drilling Company Limited (‘‘EDC’’). We sold an entity that owns the rig Trident 20 to EDC in February 2011. The transaction resulted in a payment by the EDC entity to us of approximately $262 million, subject to certain post-closing purchase price adjustments. We are currently chartering the rig from the EDC entity pursuant to a bareboat charter in order to continue to perform our obligations under a drilling contract with our customer. We and EDC have agreed that an EDC entity will assume the obligations under this drilling contract, subject to certain approvals that are expected to be obtained in the first half of 2011. We have also agreed to perform certain transition services for EDC following the assumption of the drilling contract by the EDC entity. EQUITY COMPENSATION PLAN INFORMATION The following table provides information concerning securities authorized for issuance under our equity compensation plans as of December 31, 2010. Weighted-average Number of securities remaining available for Number of securities to be exercise price future issuance under issued upon exercise of of outstanding equity compensation plans outstanding options, options, warrants (excluding securities warrants and rights and rights reflected in column (a)) Plan Category Equity compensation plans approved (a) (b) (c) by security holders(1) ........... Equity compensation plans not 967,462 $70.10 16,250,228 approved by security holders(2)(3) . . — — — Total ......................... 967,462 $70.10 16,250,228 (1) In addition to stock options, we are authorized to grant awards of restricted shares and deferred units under our Long-Term Incentive Plan, and 2,271,629 shares are available for future issuance pursuant to grants of restricted shares and deferred units under this plan. (2) Does not include 395,083 shares to be issued upon the exercise of options with a weighted average exercise price of $46.02 that were granted under (a) equity compensation plans of GlobalSantaFe Corporation assumed by us in connection with our merger with GlobalSantaFe and (b) the Sedco Forex Option plan assumed by us in connection with our merger with Sedco Forex Holding Limited, and (c) equity compensation plans of R&B Falcon Corporation assumed by us in connection with our merger with R&B Falcon (collectively, the ‘‘Assumed Plans’’). No new awards will be granted under the Assumed Plans. (3) Does not include any shares that may be distributed under our deferred compensation plan, which has not been approved by our shareholders. Under this plan, our directors could defer any fees or retainers by investing those amounts in Transocean Inc. ordinary share equivalents or in other investments selected by the administrative committee. Amounts that are invested in the share equivalents at the time of distribution are distributed in ordinary shares. After December 31, 2005, no further deferrals may be made under the plan. As of the time immediately prior to our merger with GlobalSantaFe, our directors had purchased 30,490 Transocean Inc. ordinary share equivalents under this plan. Each of the share equivalents was reclassified into 0.6996 share equivalents and $33.03 cash. Fractional share equivalents were paid in cash. The total cash consideration was used to purchase additional share equivalents using the closing price for Transocean Inc. ordinary shares on November 27, 2007. As a result of the Redomestication, each Transocean Inc. ordinary share equivalent was exchanged for a Transocean Ltd. share equivalent. For the years ended December 31, 2009 and December 31, 2010, our directors held 28,749 share equivalents under the plan. P-74
AGENDA ITEM 10 Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2011 and Reelection of Ernst & Young Ltd., Zurich, as the Company’s Auditor Pursuant to the Swiss Code of Obligations for a Further One-Year Term Proposal The Board of Directors proposes that Ernst & Young LLP be appointed as the Company’s independent registered public accounting firm for fiscal year 2011 and Ernst & Young Ltd., Zurich, be reelected as the Company’s auditor pursuant to the Swiss Code of Obligations for a further one-year term, commencing on the day of election at the 2011 annual general meeting and terminating on the day of the 2012 annual general meeting. Representatives of Ernst & Young LLP and Ernst & Young Ltd. will be present at the annual general meeting, will have the opportunity to make a statement and will be available to respond to questions you may ask. Information regarding the fees paid by the Company to Ernst & Young appears below. Voting Requirement to Approve Proposal The affirmative ‘‘FOR’’ vote of a majority of the votes cast in person or by proxy at the annual general meeting, not counting abstentions or blank or invalid ballots. Recommendation Our Board of Directors recommends a vote ‘‘FOR’’ the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2011 and the election of Ernst & Young Ltd., Zurich, as the Company’s auditor pursuant to the Swiss Code of Obligations for a further one-year term, commencing on the day of election at the 2011 annual general meeting and terminating on the day of the 2012 annual general meeting. FEES PAID TO ERNST & YOUNG Audit Fees for Ernst & Young LLP and its affiliates for each of the fiscal years 2010 and 2009 and Audit-Related Fees, Tax Fees and Total of All Other Fees for services rendered in 2010 and 2009 are as follows, as described below: Audit-Related Total of All Audit Fees(1) Fees(2) Tax Fees(3) Other Fees(4) Fiscal year 2010 ....................... $5,933,736 $565,112 $ 877,469 $ 6,012 Fiscal year 2009 ....................... $5,594,545 $211,487 $1,059,602 $182,948 (1) The audit fees include those associated with our annual audit, reviews of our quarterly reports on Form 10-Q, statutory audits of our subsidiaries, services associated with documents filed with the SEC and audit consultations. (2) The audit related fees include services in connection with accounting consultations, employee benefit plan audits and attest services related to financial reporting. (3) Tax fees were for tax preparation, tax compliance and tax advice, including tax services related to our expatriate program. (4) All other fees were for test monitoring services, certain legislative updates, other publications and subscription services. P-75
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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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Page 41 and 42: The Executive Compensation Committe
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Page 45 and 46: AUDIT COMMITTEE REPORT The Audit Co
Page 47 and 48: SECURITY OWNERSHIP OF DIRECTORS AND
Page 49 and 50: As a direct consequence of the Maco
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Page 53 and 54: $100,000. Accordingly, neither Long
Page 55 and 56: Element Targeted Position Comments
Page 57 and 58: In February 2010, the Committee rev
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Page 61 and 62: Timing of the system roll out compr
Page 63 and 64: total target value for stock option
Page 65 and 66: Executive Compensation Program—He
Page 67 and 68: Perquisites and Other Personal Bene
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Page 71 and 72: Summary Compensation Table EXECUTIV
Page 73 and 74: (17) In 2010, Mr. Toma’s base pay
Page 75 and 76: Outstanding Equity Awards at Fiscal
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Page 79 and 80: offset to allow for the fact that h
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Page 83 and 84: (3) The terms and conditions of the
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Page 87: Mr. Newman Mr. Rosa Mr. Brown Mr. B
Page 91 and 92: Proposal AGENDA ITEM 11. Advisory V
Page 93 and 94: OTHER MATTERS Compensation Committe
Page 95 and 96: Annexes P-81
Page 97 and 98: (2) Shareholders may, upon the term
Page 99 and 100: 3 Der Verwaltungsrat ist ermächtig
Page 101: Annex C Amended Article 22 of the A
Page 105 and 106: TRANSOCEAN LTD. AND SUBSIDIARIES IN
Page 107 and 108: Item 1. Business PART I Overview Tr
Page 109 and 110: Jackup rigs are mobile self-elevati
Page 111 and 112: Midwater Floaters The following tab
Page 113 and 114: Markets Our operations are geograph
Page 115 and 116: Integrated Services From time to ti
Page 117 and 118: Item 1A. Risk Factors Risks related
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Page 121 and 122: events” above. Our inability to r
Page 123 and 124: The application of the Working Time
Page 125 and 126: We are subject to litigation that,
Page 127 and 128: these tests, “passive income” i
Page 129 and 130: Item 2. Properties The description
Page 131 and 132: LDEQ would not rescind the enforcem
Page 133 and 134: Patent litigation—In 2007, severa
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Page 137 and 138: 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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PART III Item 10. Directors, Execut
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(3) Exhibits The following exhibits
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4.26 Third Supplemental Indenture,
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* 10.36 GlobalSantaFe Corporation 2
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SIGNATURES Pursuant to the requirem
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TRANSOCEAN LTD. STATUTORY FINANCIAL
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TRANSOCEAN LTD. STATEMENT OF OPERAT
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Note 1—General TRANSOCEAN LTD. NO
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TRANSOCEAN LTD. NOTES TO STATUTORY
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Note 7—Board of Directors Compens
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As of December 31, 2009 Name TRANSO
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As of December 31, 2009 TRANSOCEAN
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provided, however, that: TRANSOCEAN
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Transocean is a leading internation
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Under the terms and conditions cont
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As of December 31, 2010, December 3
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3. Board of Directors 3.1/ The memb
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Corporation during 1994 and 1995 an
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� Members of Executive Management
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Long-Term Incentive Plan The annual
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Pension Benefits for Fiscal Year 20
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Our Articles of Association further
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7. Mandatory Offer Requirement / Ch
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Annex 1 Subsidiaries of Transocean
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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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