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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-18 · 47 added, 25 removed, 406 unchanged (15% of the section changed)

Controls and Procedures

Disclosure controls and procedures —Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (1) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the United States (“U.S.”) Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures —Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (1) accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules and forms.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

7 unchanged sentences

Certain Relationships, Related Transactions, and Director Independence

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our definitive proxy statement for our 2021 annual general meeting of shareholders, which will be filed with the U.S.

Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days of December 31, 2020.

Certain information with respect to our executive officers is set forth in Item 4 of this annual report under the caption “Executive Officers of the Registrant.”

Certain information with respect to our executive officers is set forth at the end of Part I of this annual report under the caption “Information About our Executive Officers.”

Exhibits and Financial Statement Schedules

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Reserves and allowances deducted from asset accounts:

Allowance for excess and obsolete materials and supplies

Allowance for excess materials and supplies

Valuation allowance on deferred tax assets

1 unchanged sentence

Reserves and allowances deducted from asset accounts:

Allowance for excess and obsolete materials and supplies

Allowance for excess materials and supplies

Valuation allowance on deferred tax assets

1 unchanged sentence

Reserves and allowances deducted from asset accounts:

Allowance for excess and obsolete materials and supplies

Allowance for credit losses

Allowance for excess materials and supplies

Valuation allowance on deferred tax assets

(a) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale.

(b) Amount primarily related to the following:

(i) adjustments of $ 26 million to the valuation allowance and related deferred tax assets with corresponding adjustments to retained earnings associated with our adoption of the accounting standards update that requires an entity to recognize in the period in which it occurs the income tax consequences of an intra entity transfer of an asset other than inventory and (ii) an adjustment of $ 14 million to the valuation allowance related to deferred tax assets acquired in business combinations.

(b) Amount related to the following:

(i) adjustments of $ 26 million to the valuation allowance and related deferred tax assets with a corresponding entry to accumulated deficit associated with our adoption of the accounting standards update that requires an entity to recognize in the period in which it occurs the income tax consequences of an intra entity transfer of an asset other than inventory and (ii) an adjustment of $ 14 million to the valuation allowance related to deferred tax assets acquired in business combinations.

(d) Amount related to an adjustment to the allowance for credit losses with a corresponding entry to accumulated deficit associated with our adoption of the accounting standards update that requires an entity to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings without retrospective application.

The following exhibits are filed or furnished herewith, as indicated, or incorporated by reference to the location indicated:

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000-53533) filed on November 23, 2016

Description of Shares of Transocean Ltd.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Filed herewith

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and certain of its subsidiaries

Filed herewith

Exhibit 4.6 to Transocean Ltd’s Annual Report on Form 10K (Commission File No.

001-38373) filed on February 18, 2020

Indenture, dated July 13, 2018, by and among Transocean Guardian Limited, the Guarantors and Wells Fargo Bank, National Association

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001-07746) filed on April 30, 1997

Officers’ Certificate establishing the terms of the 7.50% Note due April 15, 2031

Officers’ Certificate establishing the terms of the 7.50% Notes due April 15, 2031

Exhibit 4.3 to Transocean Sedco Forex Inc.’s Current Report on Form 8-K (Commission File No.

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001-05471) filed on May 22, 1998

Terms of 7% Note Due 2028

Terms of 7% Notes Due 2028

Exhibit 4.1 of Global Marine Inc.’s Current Report on Form 8-K (Commission File No.

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000-53533) filed on December 8, 2016

First Supplemental Indenture, dated April 15, 2019, by and among Transocean Proteus Limited, Wells Fargo Bank, National Association, as trustee and collateral agent, and the Note Parties, supplementing the Indenture dated as of October 19, 2016

Exhibit 4.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

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001-38373) filed on January 17, 2020

First Amendment to Transocean Ltd.

Indenture, dated as of August 14, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on August 14, 2020

Amendment to Registration Rights Agreement, dated as of August 14, 2020, by and among Transocean Ltd., Transocean Inc.

and Perestroika (Cyprus) Ltd.

Exhibit 4.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on August 14, 2020

Indenture, dated as of September 11, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on September 11, 2020

Supplemental Indenture, dated November 30, 2020, by and among Transocean Inc., Transocean Ltd., certain of Transocean Inc.’s subsidiaries, and Wells Fargo Bank, National Association, as trustee, supplementing the Indenture dated as of September 11, 2020.

Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on December 1, 2020

Exhibit 4.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on December 1, 2020

Fourth Amendment to Credit Agreement, dated November 30, 2020, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, certain of Transocean Inc.’s subsidiaries.

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on December 1, 2020 .

Amended and Restated 2015 Transocean Ltd.

Long-Term Incentive Plan

Annex B to Transocean Ltd.’s definitive proxy statement (Commission File No.

001-38373) filed on March 20, 2018

Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on May 11, 2020

Form of Voting and Support Agreement, by and among Transocean Ltd.

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333-7070) filed June 13, 1997

Amendment to 1997 Long Term Incentive Plan

Amendment to 1997 Long Term Incentive Compensation Plan

Exhibit 10.25 of GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No.

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000-53533) filed on February 23, 2012

Transocean Ltd.

2015 Long-Term Incentive Plan

Annex B to Transocean Ltd.’s definitive proxy statement (Commission File No.

000-53533) filed on March 23, 2015

Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May 20, 2015, among Triton Asset Leasing GmbH, Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC, the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages Settlement Class

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000-53533) for the quarter ended June 30, 2015

Employment Agreement among Transocean Ltd., Transocean Offshore Deepwater Drilling Inc.

and John Stobart dated December 1, 2015

Exhibit 10.60 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2015

Employment Agreement with Keelan Adamson dated August 10, 2018

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Filed herewith

Terms and Conditions of 2020 Executive Equity Awards

Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2020

Terms and Conditions of 2020 Director Restricted Share Unit Award

Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended June 30, 2020

Subsidiaries of Transocean Ltd.

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Samuel Merksamer

Diane de Saint Victor

/s/ David Tonnel

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures