Transocean Ltd. 2016 Proxy Statement and 2015 Annual Report

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2016 Proxy Statement and 2015 Annual Report

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Contents

Letter to Shareholders

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

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

- Grants of Plan-Based Awards for 2015

- Outstanding Equity Awards at Year-End 2015

- Option Exercises and Shares Vested 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

Index

Forward-Looking Information

1. Business

1A. Risk Factors

1B. Unresolved Staff Comments

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

- 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

10. Directors, Executive Officers and Corporate Governance

15. Exhibits and Financial Statement Schedules

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

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