Transocean Ltd. — Annual Report 2011

Mar 9, 2012

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 10-K/A*

*(Amendment No. 1)*

*(Mark one)*

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*For the fiscal year ended December 31, 2011*

*OR*

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*For the transition period from to .*

*Commission file number 000-53533*

*TRANSOCEAN LTD.*

(Exact name of registrant as specified in its charter)

Zug, Switzerland	98-0599916
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Chemin de Blandonnet 10 Vernier, Switzerland	1214
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +41 (22) 930-9000

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Exchange on which registered
Shares, par value CHF 15.00 per share	New York Stock Exchange
	SIX Swiss Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer (do not check if a smaller reporting company) ¨	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of June 30, 2011, 319,639,362 shares were outstanding and the aggregate market value of shares held by non-affiliates was approximately $20.6 billion (based on the reported closing market price of the shares of Transocean Ltd. on such date of $64.56 and assuming that all directors and executive officers of the Company are “affiliates,” although the Company does not acknowledge that any such person is actually an “affiliate” within the meaning of the federal securities laws). As of February 22, 2012, 350,424,694 shares were outstanding.

*DOCUMENTS INCORPORATED BY REFERENCE*

Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of December 31, 2011, for its 2012 annual general meeting of shareholders, are incorporated by reference into Part III of this Form 10-K.

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*EXPLANATORY NOTE*

The purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to correct an administrative error to Exhibit 23.1, which did not include a conformed signature of Ernst & Young LLP, of the previously filed Annual Report on Form 10-K of Transocean Ltd. (“Transocean” or the “Company”) for the year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2012 (the “Original Form 10-K”). We received a manually signed consent from Ernest & Young LLP on February 27, 2012.

There are no changes to the Original Form 10-K other than those set forth above. This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, the Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.

(3) Exhibits

The following exhibits are filed in connection with this Report:

Number	Description
† 23.1	Consent of Ernst & Young LLP
† 31.1	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
† 31.2	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

† Filed herewith.

2

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*SIGNATURES*

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 9, 2012.

TRANSOCEAN LTD.
By	/s/ Gregory L. Cauthen
	Gregory L. Cauthen
	Executive Vice President and Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 9, 2012.

Signature	Title
*	Chairman of the Board of Directors
J. Michael Talbert
/s/ Steven L. Newman	President and Chief Executive Officer
Steven L. Newman	(Principal Executive Officer)
/s/ Gregory L. Cauthen	Executive Vice President and Chief Financial Officer
Gregory L. Cauthen	(Principal Financial and Accounting Officer)
*
Jagjeet S. Bindra	Director
*	Director
Thomas W. Cason
*	Director
Tan Ek Kia
*	Director
Steve Lucas
*	Director
Martin B. McNamara
*	Director
Edward R. Muller
*	Director
Robert M. Sprague
*	Director
Ian C. Strachan
/s/ Gregory L. Cauthen
Gregory L. Cauthen
(Attorney - in - Fact)

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