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2022 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Governance Highlights
Sustainability Highlights
Invitation to 2023 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Reallocation of CHF 9.5 Billion of Free Capital Reserves from Capital Contribution to Statutory Capital Reserves from Capital Contribution
Agenda Item 2. Approval of (A) the 2022 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2022 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2022 and (B) the Swiss Statutory Compensation Report for Fiscal Year 2022
Agenda Item 3. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2022
Agenda Item 4. Appropriation of the Accumulated Loss for Fiscal Year 2022
Agenda Item 5. Approval of Shares Authorized for Issuance
Agenda Item 6. 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 7. Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 10. Appointment of Ernst & Young LLP As the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 11. Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2023
Agenda Item 12. Advisory Vote to Approve Frequency of Named Executive Officer Compensation Vote
Agenda Item 13. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
Agenda Item 14. Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans
Agenda Item 15. Approval of Amendments to Articles of Association to Reflect New Swiss Corporate Law and Make Certain Related Changes
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2022 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 2022
- Outstanding Equity Awards at Year-End 2022
- Option Exercises and Shares Vested for 2022
- Pension Benefits for 2022
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
- Pay Versus Performance
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Annex B - Amendment to Article 5 of the Articles of Association
Annex C - Amendments to the Articles of Association to Implement the New Swiss Corporate Law Effective
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. Reserved
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
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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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2023 Proxy Statement and 2022 Annual Report
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2022 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Governance Highlights
Sustainability Highlights
Invitation to 2023 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Reallocation of CHF 9.5 Billion of Free Capital Reserves from Capital Contribution to Statutory Capital Reserves from Capital Contribution
Agenda Item 2. Approval of (A) the 2022 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2022 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2022 and (B) the Swiss Statutory Compensation Report for Fiscal Year 2022
Agenda Item 3. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2022
Agenda Item 4. Appropriation of the Accumulated Loss for Fiscal Year 2022
Agenda Item 5. Approval of Shares Authorized for Issuance
Agenda Item 6. 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 7. Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 10. Appointment of Ernst & Young LLP As the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 11. Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2023
Agenda Item 12. Advisory Vote to Approve Frequency of Named Executive Officer Compensation Vote
Agenda Item 13. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
Agenda Item 14. Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans
Agenda Item 15. Approval of Amendments to Articles of Association to Reflect New Swiss Corporate Law and Make Certain Related Changes
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2022 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 2022
- Outstanding Equity Awards at Year-End 2022
- Option Exercises and Shares Vested for 2022
- Pension Benefits for 2022
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
- Pay Versus Performance
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Annex B - Amendment to Article 5 of the Articles of Association
Annex C - Amendments to the Articles of Association to Implement the New Swiss Corporate Law Effective
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. Reserved
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
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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
2022 Annual Report
2022 Annual Report
About Transocean Ltd.
Letter to the Owners of Our Company
Proxy Statement
Proxy Statement
Contents
Notice to Shareholders
Proxy Statement Summary
Governance Highlights
Sustainability Highlights
Invitation to 2023 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Reallocation of CHF 9.5 Billion of Free Capital Reserves from Capital Contribution to Statutory Capital Reserves from Capital Contribution
Agenda Item 2. Approval of (A) the 2022 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2022 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2022 and (B) the Swiss Statutory Compensation Report for Fiscal Year 2022
Agenda Item 3. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities During Fiscal Year 2022
Agenda Item 4. Appropriation of the Accumulated Loss for Fiscal Year 2022
Agenda Item 5. Approval of Shares Authorized for Issuance
Agenda Item 6. 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 7. Reelection of the Chair of the Board of Directors for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 8. Reelection of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 9. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General Meeting
Agenda Item 10. Appointment of Ernst & Young LLP As the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year Term
Agenda Item 11. Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2023
Agenda Item 12. Advisory Vote to Approve Frequency of Named Executive Officer Compensation Vote
Agenda Item 13. Prospective Vote on the Maximum Compensation of (A) the Board of Directors and (B) the Executive Management Team
Agenda Item 14. Approval of (A) Amendment and Restatement of Transocean Ltd. 2015 Long-Term Incentive Plan and (B) Capital Authorization for Share-Based Incentive Plans
Agenda Item 15. Approval of Amendments to Articles of Association to Reflect New Swiss Corporate Law and Make Certain Related Changes
Proxy Statement (cont.)
Proxy Statement (cont.)
Corporate Governance
Board Meetings and Committees
2022 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 2022
- Outstanding Equity Awards at Year-End 2022
- Option Exercises and Shares Vested for 2022
- Pension Benefits for 2022
- Potential Payments Upon Termination or Change of Control
- CEO Pay Ratio
- Pay Versus Performance
Equity Compensation Plan Information
Other Matters
Appendix A - Non-GAAP Financial Information
Appendix B - 2015 Long-Term Incentive Plan
Annex A - Amendment to Article 5 of the Articles of Association
Annex B - Amendment to Article 5 of the Articles of Association
Annex C - Amendments to the Articles of Association to Implement the New Swiss Corporate Law Effective
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. Reserved
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
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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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