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2015 Annual Report
Contents
About Transocean Ltd.
Letter to Shareholders
Proxy Statement
Table of Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2016 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 2015 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2015
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2015
Agenda Item 3. Appropriation of the Accumulated Loss for Fiscal Year 2015
Agenda Item 4. Renewal of Authorized Share Capital
Agenda Item 5. Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 6. Election of the Chairman 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. Reelection 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 2016 and Reelection 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
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2015 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 2015
- Outstanding Equity Awards at Year-End 2015
- Option Exercises and Shares Vested for 2015
- Pension Benefits for 2015
- Nonqualified Deferred Compensation for 2015
- Potential Payments Upon Termination or Change of Control
Equity Compensation Plan Information
Other Matters
Annex A - Proposed Shareholder Resolution
Swiss Compensation Report
Form 10-K: Part I
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
Part II
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
- Management's Report on Internal Control Over Financial Reporting
- Reports of Independent Registered Public Accounting Firm
- Consolidated Statements of Operations
- Consolidated Statements of Comprehensive Income (Loss)
- Consolidated Balance Sheets
- Consolidated Statements of Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
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 Accounting 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
- Proposed Appropriation of the Accumulated Loss
Shareholders Information
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2016 Proxy Statement and 2015 Annual Report
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2015 Annual Report
Contents
About Transocean Ltd.
Letter to Shareholders
Proxy Statement
Table of Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2016 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 2015 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2015
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2015
Agenda Item 3. Appropriation of the Accumulated Loss for Fiscal Year 2015
Agenda Item 4. Renewal of Authorized Share Capital
Agenda Item 5. Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 6. Election of the Chairman 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. Reelection 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 2016 and Reelection 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
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2015 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 2015
- Outstanding Equity Awards at Year-End 2015
- Option Exercises and Shares Vested for 2015
- Pension Benefits for 2015
- Nonqualified Deferred Compensation for 2015
- Potential Payments Upon Termination or Change of Control
Equity Compensation Plan Information
Other Matters
Annex A - Proposed Shareholder Resolution
Swiss Compensation Report
Form 10-K: Part I
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
Part II
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
- Management's Report on Internal Control Over Financial Reporting
- Reports of Independent Registered Public Accounting Firm
- Consolidated Statements of Operations
- Consolidated Statements of Comprehensive Income (Loss)
- Consolidated Balance Sheets
- Consolidated Statements of Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
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 Accounting 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
- Proposed Appropriation of the Accumulated Loss
Shareholders Information
2015 Annual Report
2015 Annual Report
Contents
About Transocean Ltd.
Letter to Shareholders
Proxy Statement
Proxy Statement
Table of Contents
Notice to Shareholders
Proxy Statement Summary
Invitation to 2016 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 2015 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2015
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2015
Agenda Item 3. Appropriation of the Accumulated Loss for Fiscal Year 2015
Agenda Item 4. Renewal of Authorized Share Capital
Agenda Item 5. Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 6. Election of the Chairman 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. Reelection 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 2016 and Reelection 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
Proxy Statement (cont.)
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2015 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 2015
- Outstanding Equity Awards at Year-End 2015
- Option Exercises and Shares Vested for 2015
- Pension Benefits for 2015
- Nonqualified Deferred Compensation for 2015
- Potential Payments Upon Termination or Change of Control
Equity Compensation Plan Information
Other Matters
Annex A - Proposed Shareholder Resolution
Swiss Compensation Report
Form 10-K: Part I
Form 10-K: Part I
Index
Forward-Looking Information
1. Business
1A. Risk Factors
1B. Unresolved Staff Comments
2. Properties
3. Legal Proceedings
4. Mine Safety Disclosures
Part II
Part II
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
- Management's Report on Internal Control Over Financial Reporting
- Reports of Independent Registered Public Accounting Firm
- Consolidated Statements of Operations
- Consolidated Statements of Comprehensive Income (Loss)
- Consolidated Balance Sheets
- Consolidated Statements of Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
9A. Controls and Procedures
9B. Other Information
Part III & IV
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 Accounting 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
- Proposed Appropriation of the Accumulated Loss
Shareholders Information
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