Transocean Proxy Statement and 2010 Annual Report

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proposal in its form of proxy when the company holds an annual or special meeting of shareholders. Under Rule 14a-8, in order for your proposals to be considered for inclusion in the proxy statement and proxy card relating to our 2012 annual general meeting, your proposals must be received at our principal executive offices c/o Transocean Management Ltd., 10 Chemin de Blandonnet, CH-1214 Vernier, Switzerland by no later than December 3, 2011. However, if the date of the 2012 annual general meeting changes by more than 30 days from the anniversary of the 2011 annual general meeting, the deadline is a reasonable time before we begin to print and mail our proxy materials. We will notify you of this deadline in a Quarterly Report on Form 10-Q or in another communication to you. Shareholder proposals must also be otherwise eligible for inclusion. Shareholder Proposals and Nominations for Directors to Be Presented at Meetings. If you desire to bring a matter before an annual general meeting and the proposal is submitted outside the process of Rule 14a-8, you must follow the procedures set forth in our Articles of Association. Our Articles of Association provide generally that, if you desire to propose any business at an annual meeting (including the nomination of any director), you must give us written notice at least 30 calendar days prior to the anniversary date of the proxy statement in connection with Transocean’s last general meeting of shareholders; provided, however, that if the date of the general meeting of shareholders is more than 15 days before or 30 days after the anniversary date of the last annual general meeting of shareholders, such request must instead be made by the tenth day following the date on which we have made public disclosure of the date of the general meeting of shareholders. The deadline under our Articles of Association for submitting proposals will be March 2, 2012 for the 2012 annual meeting unless it is more than 15 days before or 30 days after May 13, 2012. The request must specify the relevant agenda items and motions, together with evidence of the required shareholdings recorded in the share register, as well as any other information as would be required to be included in a proxy statement pursuant to the rules of the SEC. If you desire to nominate directors to be presented at an annual general meeting, you must give us written notice within the time period described in the preceding paragraph. If you desire to nominate directors to be presented at an extraordinary general meeting at which the Board of Directors has determined that directors will be elected, you must give us written notice by the close of business on the tenth day following our public disclosure of the meeting date. Notice must set forth: • your name and address and the name and address of the person or persons to be nominated; • a representation that you are a holder of record of our shares entitled to vote at the meeting or, if the record date for the meeting is subsequent to the date required for that shareholder notice, a representation that you are a holder of record at the time of the notice and intend to be a holder of record on the date of the meeting and, in either case, setting forth the class and number of shares so held, including shares held beneficially; • a representation that you intend to appear in person or by proxy as a holder of record at the meeting to nominate the person or persons specified in the notice; • a description of all arrangements or understandings between you and each nominee you proposed and any other person or persons under which the nomination or nominations are to be made by you; • any other information regarding each nominee you proposed that would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and • the consent of each nominee to serve as a director if so elected. The Board of Directors may refuse to transact any business or to acknowledge the nomination of any person if you fail to comply with the foregoing procedures. You may obtain a copy of our Articles of Association and Organizational Regulations, in which these procedures are set forth, upon written request to our Corporate Secretary, Transocean Ltd., Turmstrasse 30, CH-6300 Zug, Switzerland. P-80
Annexes P-81
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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
Page 43 and 44: Committee is ‘‘financially lite
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
Page 51 and 52: Executive Compensation Program—Gu
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
Page 59 and 60: Safety Performance. Our business in
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
Page 69 and 70: • a cash severance benefit equal
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
Page 77 and 78: Option Exercises and Shares Vested
Page 79 and 80: offset to allow for the fact that h
Page 81 and 82: Contributions are based on a partic
Page 83 and 84: (3) The terms and conditions of the
Page 85 and 86: (1) Based on the target (100%) payo
Page 87 and 88: Mr. Newman Mr. Rosa Mr. Brown Mr. B
Page 89 and 90: AGENDA ITEM 10 Appointment of Ernst
Page 91 and 92: Proposal AGENDA ITEM 11. Advisory V
Page 93: OTHER MATTERS Compensation Committe
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
Page 119 and 120: Our business depends on the level o
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
Page 135 and 136: Executive Officers of the Registran
Page 137 and 138: PART II Item 5. Market for Registra
Page 139 and 140: the “virtual second trading line
Page 141 and 142: Item 6. Selected Financial Data The
Page 143 and 144: 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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Transocean Proxy Statement and 2010 Annual Report

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