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Transocean: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

Additional Information Concerning the 2016 Annual General Meeting of

Shareholders of Transocean Ltd.

to be held on May 12, 2016

The proxy statement for our 2016 annual general meeting sets forth target values for the 2015 performance unit grants to our named executive officers and identifies the target award percentage for maximum performance with respect to total shareholder return (“TSR”).

Although the previous six cycles in our performance unit program have yielded zero payout due to performance below established thresholds, the Compensation Committee of our Board of Directors con tinues to be sensitive to shareholder concerns over declining shareholder value.


these concerns, in February 2016, the Compensation Committee introduced a cap on

performance award


if TSR is negative. Specifically,

if at the completion of the


performance cycle

the Company’s absolute

declines by an amount greater than

15%, then the number of earned

nits will

not exceed

100% of target, regardless of

the Company’s relative ranking

its performance peer group

. Without this limitation, the metric could


e result in a number of earned performance u

nits greater than 100% of target.

The Compensation Committee will continue to evaluate this cap for future performance cycles

to ensure

it reflects the relevant

market conditions

thus maintaining

our compensation philosophy to align pay with performance and to ensure maximum alignment with our shareholders.

The proxy statement also identifies operating costs

one of the performance measures within the c


of our 2015 Annual Bonus Plan

This financial measure is designed to motivate management


an efficient cost structure

in both expanding and contracting markets

including operating and maintenance expenses and general and administrative expenses.

As explained in the proxy statement, the established 2015 cost budget target was adjusted downward during the year to normalize for reduced rig activity.

The downward adjustment was necessary because i

nternal operating cost budgets are developed

at the beginning of the year


on assumed rig activity

for the year

and the associated cost of

each rig.

market conditions






should be

– and were –

the related

targets adjusted


. If

adjustments were not made to



spending against established targets



ed artificially low, which



unintended consequence of higher incentive awards du

lower rig activity

uch an outcome would not be consistent with our desire to maintain rigorous standards with respect to our executive compensation program

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Transocean Ltd. Announces Ultra-Deepwater Drillship Delay - April 19, 2016
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