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2020 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Letter to Shareholders
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2021 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Approval of the 2020 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2020 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2020
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2020
Agenda Item 3. Appropriation of Accumulated Loss for Fiscal Year 2020 and Release of CHF 8.0 Billion of Statutory Capital Reserves from Capital Contribution and Allocation to Free Capital Reserves from Capital Contribution
Agenda Item 4. Renewal of Shares Authorized for Issuance
Agenda Item 5. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Skills & Experience Matrix for Independent Directors
Agenda Item 6. Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Election of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 and Election of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management Team
Agenda Item 12. Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2020 Director Compensation
Audit Committee Report
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Executive Officers
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards for 2020
- Outstanding Equity Awards at Year-End 2020
- Option Exercises and Shares Vested for 2020
- Pension Benefits for 2020
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - Proposed Amendment of Transocean Ltd. 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Swiss Compensation Report
Annual Report: Part I & II
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
Annual Report: Part III & IV
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
15. Exhibits and Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Signatures
Statutory Financial Statements
Report of the Statutory Auditor on the Financial Statements
Statements of Operations
Balance Sheets
Notes to Statutory Financial Statements
Shareholder Information
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2021 Proxy Statement and 2020 Annual Report
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2020 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Letter to Shareholders
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2021 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Approval of the 2020 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2020 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2020
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2020
Agenda Item 3. Appropriation of Accumulated Loss for Fiscal Year 2020 and Release of CHF 8.0 Billion of Statutory Capital Reserves from Capital Contribution and Allocation to Free Capital Reserves from Capital Contribution
Agenda Item 4. Renewal of Shares Authorized for Issuance
Agenda Item 5. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Skills & Experience Matrix for Independent Directors
Agenda Item 6. Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Election of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 and Election of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management Team
Agenda Item 12. Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2020 Director Compensation
Audit Committee Report
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Executive Officers
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards for 2020
- Outstanding Equity Awards at Year-End 2020
- Option Exercises and Shares Vested for 2020
- Pension Benefits for 2020
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - Proposed Amendment of Transocean Ltd. 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Swiss Compensation Report
Annual Report: Part I & II
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
Annual Report: Part III & IV
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
15. Exhibits and Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Signatures
Statutory Financial Statements
Report of the Statutory Auditor on the Financial Statements
Statements of Operations
Balance Sheets
Notes to Statutory Financial Statements
Shareholder Information
2020 Annual Report
2020 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Letter to Shareholders
Proxy Statement
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2021 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Approval of the 2020 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2020 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2020
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2020
Agenda Item 3. Appropriation of Accumulated Loss for Fiscal Year 2020 and Release of CHF 8.0 Billion of Statutory Capital Reserves from Capital Contribution and Allocation to Free Capital Reserves from Capital Contribution
Agenda Item 4. Renewal of Shares Authorized for Issuance
Agenda Item 5. Election of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Skills & Experience Matrix for Independent Directors
Agenda Item 6. Election of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Election of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 and Election of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management Team
Agenda Item 12. Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive Plan
Proxy Statement (cont.)
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2020 Director Compensation
Audit Committee Report
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Executive Officers
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
- Summary Compensation Table
- Grants of Plan-Based Awards for 2020
- Outstanding Equity Awards at Year-End 2020
- Option Exercises and Shares Vested for 2020
- Pension Benefits for 2020
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - Proposed Amendment of Transocean Ltd. 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Swiss Compensation Report
Annual Report: Part I & II
Annual Report: Part I & II
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
6. Selected Financial Data
7. Management's Discussion and Analysis of Financial Condition and Results of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk
8. Financial Statements and Supplementary Data
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
Annual Report: Part III & IV
Annual Report: Part III & IV
10. Directors, Executive Officers and Corporate Governance
11. Executive Compensation
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
13. Certain Relationships and Related Transactions, and Director Independence
14. Principal Accountant Fees and Services
15. Exhibits and Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Signatures
Statutory Financial Statements
Statutory Financial Statements
Report of the Statutory Auditor on the Financial Statements
Statements of Operations
Balance Sheets
Notes to Statutory Financial Statements
Shareholder Information
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