What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-23 · 74 added, 86 removed, 385 unchanged (29% of the section changed)

4 unchanged sentences

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023.

Internal control over financial reporting —There has been no change to our internal control over financial reporting during the quarter ended December 31, 2022 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Internal control over financial reporting —There were no changes to our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

See “ Management’s Report on Internal Control Over Financial Reporting ” and “Report of Independent Registered Public Accounting Firm ,” included in Item 8 of this annual report.

Other matters —In July 2022, we deployed a new global Enterprise Resource Planning (“ERP”) and Enterprise Performance Management (“EPM”) system, designed to optimize and standardize processes in treasury, accounting, financial planning, supply chain management, asset management and information technology.

Although we are updating our internal controls that have been affected by the ERP and EPM deployment, we do not believe it has had an adverse effect on our internal control over financial reporting.

Other Information

On December 19, 2023 , Keelan Adamson , President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 trading arrangement (as such term is defined under Item 408(a) of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 211,308 shares of Transocean Ltd.

(the “Plan”).

Sales may not commence under the Plan until March 26, 2024 at the earliest and, for certain of the shares, only at specified market prices.

Unless earlier terminated in accordance with the terms and conditions of the Plan, the Plan expires on December 19, 2024 .

As part of Transocean’s continued focus on a succession planning strategy to support the Company’s long-term growth, on February 20, 2024, Transocean announced a transition of the role of Chief Financial Officer from Mr.

Mark Mey to Mr.

Mey will continue to serve as Chief Financial Officer of Transocean until the effective date of Mr.

Vayda’s appointment, which will be determined at a later date and is expected to occur during the second quarter of 2024.

Vayda, age 61, has served as Senior Vice President of Corporate Finance and Treasurer of Transocean since February 2023.

Prior to this role, he served as Vice President, Corporate Finance and Treasurer from August 2015 until February 2023, as Vice President, Investor Relations and Treasurer from July 2014 to August 2015, as Vice President, Investor Relations and Communications from March 2012 to June 2014 and as Vice President, Investor Relations from July 2011 to February 2012.

Vayda initially joined Transocean in August 1995, working with the company until April 2000 in positions that included Director of Corporate Planning and Operational Division Engineer.

Between May 2000 and June 2011, Mr.

Vayda worked primarily in energy-related equity capital markets roles, including at RBC Capital Markets and as Managing Director, Equity Research at Stifel, Nicolaus & Company where, as an equity analyst, he published strategic and financial assessments and opinions on energy and oilfield services and equipment companies.

Earlier in his career, Mr.

Vayda held various leadership positions at Northwest Airlines where he was responsible for managing financial yield in certain markets served by the airline and, separately, determining the company’s fleet asset strategy.

Vayda started his professional career with Booz Allen Hamilton, Management Consultants.

Vayda earned a Masters in Business Administration from The Fuqua School of Business at Duke University, Durham, North Carolina in May 1992, and a Bachelor of Science degree in Engineering from The Catholic University of America at Washington, D.C.

The future appointment of Mr.

Vayda is not pursuant to any agreement between him and any other person.

There is no family relationship between Mr.

Vayda and any director or executive officer of Transocean, and there are no transactions between Mr.

Vayda and Transocean that are required to be reported under Item 404(a) of Regulation S-K.

At this time, there are no changes to Mr.

Vayda’s compensation arrangements with Transocean, and if any such changes are made in connection with his future appointment to the position of Chief Financial Officer, Transocean will describe such changes in a future current or periodic report, as applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

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(in millions)

Charge to cost

Year ended December 31, 2020

Reserves and allowances deducted from asset accounts:

Allowance for credit losses

Allowance for excess materials and supplies

Valuation allowance on deferred tax assets

Year ended December 31, 2021

Reserves and allowances deducted from asset accounts:

Allowance for credit losses

Allowance for excess materials and supplies

Valuation allowance on deferred tax assets

Year ended December 31, 2022

Reserves and allowances deducted from asset accounts:

Years ended December 31,

Allowance for credit losses

Balance, beginning of period

charged to cost and expenses

charged to other accounts

Balance, end of period

Allowance for excess materials and supplies

Balance, beginning of period

charged to cost and expenses

charged to other accounts

Balance, end of period

Valuation allowance on deferred tax assets

(a) 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.

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

Balance, beginning of period

charged to cost and expenses

charged to other accounts

Balance, end of period

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

(b) Amount related to adjustments to other deferred tax assets with valuation allowances.

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

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001-38373) filed on September 14, 2023

Organizational Regulations of Transocean Ltd., amended, effective as of April 7, 2021

Organizational Regulations of Transocean Ltd., amended effective as of May 12, 2023

Exhibit 3.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No.

001-38373) filed on April 7, 2021

001-38373) filed on May 16, 2023

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

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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

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.

000-53533) filed on July 17, 2018

Indenture, dated July 20, 2018, by and among Transocean Pontus Limited, the Guarantors and Wells Fargo Bank, National Association.

001-38373) filed on December 1, 2020

Fifth Amendment to Credit Agreement, dated July 27, 2022, among Transocean Inc., the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, Transocean Ltd.

and certain of Transocean Inc.’s subsidiaries

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

000-53533) filed on July 24, 2018

First Supplemental Indenture, dated April 15, 2019, by and among Transocean Pontus Limited, Wells Fargo Bank, National Association, as trustee and collateral agent, and the Note Parties, supplementing the Indenture dated as of July 20, 2018

Exhibit 4.4 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended March 31, 2019

001-38373) filed on August 1, 2022

Indenture, dated as of April 15, 1997, between Transocean Offshore Inc.

73 unchanged sentences

000-53533) filed on September 13, 2012

Indenture, dated as of July 21, 2016, by and among Transocean Inc., the Guarantors and Wells Fargo Bank, National Association

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

000-53533) filed on July 22, 2016

Indenture, dated as of October 19, 2016, by and among Transocean Phoenix 2 Limited, Transocean Ltd., Transocean Inc., Triton Capital II GmbH and Wells Fargo Bank, National Association

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

000-53533) filed on October 20, 2016

First Supplemental Indenture, dated April 15, 2019, by and among Transocean Phoenix 2 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 4.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No.

001-38373) for the quarter ended March 31, 2019

Indenture, dated December 8, 2016, by and among Transocean Proteus Limited, the Guarantors and Wells Fargo Bank, National Association

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

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 December 8, 2016

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

001-38373) for the quarter ended March 31, 2019

Indenture, dated as of October 17, 2017, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

1 unchanged sentence

000-53533) filed on October 17, 2017

Indenture, dated January 30, 2018, among Transocean Inc., Transocean Ltd., as guarantor, and Computershare Trust Company N.A.

and Computershare Trust Company of Canada, as co-trustees

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

000-53533) filed on January 30, 2018

Form of 0.50% Exchangeable Senior Bonds due 2023

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

000-53533) filed on January 30, 2018

Registration Rights Agreement, dated as of January 30, 2018, among Transocean Ltd., Transocean Inc., and the security holders named therein

1 unchanged sentence

000-53533) filed on January 30, 2018

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 October 25, 2018, among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee

4 unchanged sentences

001-38373) filed on February 1, 2019

Indenture, dated May 24, 2019, by and among Transocean Sentry Limited, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent

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

001-38373) filed on May 29, 2019

Indenture, dated January 17, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association

1 unchanged sentence

001-38373) filed on January 17, 2020

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

4 unchanged sentences

001-38373) filed on December 1, 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 August 14, 2020.

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

001-38373) filed on December 1, 2020

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

001-38373) filed on December 1, 2020.

Indenture, dated as of September 30, 2022, by and among Transocean Inc., the Guarantors and Truist Bank, as trustee

6 unchanged sentences

001-3873) filed on September 30, 2022

and certain of Transocean Inc.’s subsidiaries

Indenture, dated as of January 17, 2023, among Transocean Titan Financing Limited, the Guarantors and Truist Bank, as trustee and collateral agent

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

001-38373) filed on August 1, 2022

Amended and Restated 2015 Transocean Ltd.

Long-Term Incentive Plan

001-38373) filed on January 17, 2023

Indenture, dated as of January 31, 2023, among Transocean Inc., the Guarantors named therein and Truist Bank, as trustee and collateral agent

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

001-38373) filed on June 1, 2021

001-38373) filed on January 31, 2023

First Supplemental Indenture, dated as of January 26, 2024, by and among Transocean Inc., the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023

Filed herewith

Indenture, dated as of October 11, 2023, among Transocean Aquila Limited, the Guarantors and Truist Bank, as trustee and collateral agent

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

001-38373) filed on October 11, 2023

Shipyard Credit Agreement for Deepwater Atlas , dated as of June 5, 2021, by and between Jurong Shipyard Pte.

6 unchanged sentences

001-38373) for the quarter ended June 30, 2021 filed on August 3, 2021

Amended and Restated 2015 Transocean Ltd.

Long-Term Incentive Plan

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

001-38373) filed on May 16, 2023

Long-Term Incentive Plan of Transocean Ltd.

20 unchanged sentences

Form of 2008 Director Deferred Unit Award

Exhibit 10.4 to Transocean Inc.’s Current Report on Form 8-K (Commission File No.

333-75899) filed on February 15, 2005

Form of 2008 Director Deferred Unit Award

Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

19 unchanged sentences

Terms and Conditions of the July 2008 Nonqualified Share Option Award

Exhibit 10.2 to Transocean I nc.

’s Quarterly Report on Form 10-Q (Commission File No.

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

333-75899) for the quarter ended June 30, 2008

5 unchanged sentences

000-53533) for the year ended December 31, 2011

Transocean Ltd.

Incentive Recoupment Policy

Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

000-53533) for the year ended December 31, 2012

Form of Novation Agreement dated as of November 27, 2007 by and among GlobalSantaFe Corporation, Transocean Offshore Deepwater Drilling Inc.

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000-53533) for the quarter ended June 30, 2010

Executive Severance Benefit Policy

Amended and Restated Executive Severance Benefit Policy

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

000-53533) filed on February 23, 2012

000-53533) filed on November 22, 2023

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

26 unchanged sentences

Terms and Conditions of 2023 Executive Equity Awards

Filed herewith

Exhibit 10.50 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No.

001-38373) for the year ended December 31, 2022 filed on February 23, 2023

Employment Agreement with Keelan Adamson effective February 16, 2022

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Furnished herewith

Transocean Ltd Executive Officer Incentive-Based Compensation Recoupment Policy

Filed herewith

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language:

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Certain agreements filed as exhibits to this Report may contain representations and warranties by the parties to such agreements.

These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors.

These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may be intended not

as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different from what may be viewed as material to investors.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned;

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(Principal Accounting Officer)

Dell’Osso, Jr.

Margareth Øvrum

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