Transocean Ltd. 10-K

Item 9A. 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, 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. 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 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. Item 9B. 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. Thad Vayda. 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. Mr. 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. Mr. 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. Mr. Vayda started his professional career with Booz Allen Hamilton, Management Consultants. Mr. 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. in May 1985. 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. - 72 - Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. ​ PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships, Related Transactions, and Director Independence Item 14. 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 2024 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, 2023. 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 .” ​ PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements, Financial Statement Schedules and Exhibits (1) Index to Financial Statements ​ ​ ​ ​ Included in Part II of this report: ​ Page ​ Management’s Report on Internal Control Over Financial Reporting ​ 39 ​ Reports of Independent Registered Public Accounting Firm ( PCAOB ID 000 42 ) ​ 40 ​ Consolidated Statements of Operations ​ 43 ​ Consolidated Statements of Comprehensive Loss ​ 44 ​ Consolidated Balance Sheets ​ 45 ​ Consolidated Statements of Equity ​ 46 ​ Consolidated Statements of Cash Flows ​ 47 ​ Notes to Consolidated Financial Statements ​ 48 ​ Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the significance test. ​ - 73 - Table of Contents (2) Financial Statement Schedules Transocean Ltd. and Subsidiaries Schedule II—Valuation and Qualifying Accounts (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2022 ​ 2021 Allowance for credit losses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ​ ​ $ 2 ​ ​ $ 2 ​ ​ $ 2 ​ Additions: charged to cost and expenses ​ ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ Additions: charged to other accounts ​ ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ Deductions ​ ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ Balance, end of period ​ ​ ​ $ 2 ​ ​ $ 2 ​ ​ $ 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for excess materials and supplies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ​ ​ $ 199 ​ ​ $ 183 ​ ​ $ 143 ​ Additions: charged to cost and expenses ​ ​ ​ ​ 6 ​ ​ ​ 16 ​ ​ ​ 43 ​ Additions: charged to other accounts ​ ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ Deductions ​ (a) ​ ​ ( 7 ) ​ ​ ​ — ​ ​ ​ ( 3 ) ​ Balance, end of period ​ ​ ​ $ 198 ​ ​ $ 199 ​ ​ $ 183 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance on deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ​ ​ $ 1,910 ​ ​ $ 1,820 ​ ​ $ 685 ​ Additions: charged to cost and expenses ​ ​ ​ ​ — ​ ​ ​ 79 ​ ​ ​ 1,167 ​ Additions: charged to other accounts ​ (b) ​ ​ — ​ ​ ​ 11 ​ ​ ​ — ​ Deductions ​ (b) ​ ​ ( 26 ) ​ ​ ​ — ​ ​ ​ ( 32 ) ​ Balance, end of period ​ ​ ​ $ 1,884 ​ ​ $ 1,910 ​ ​ $ 1,820 ​ (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. ​ - 74 - Table of Contents (3) Exhibits The following exhibits are filed or furnished herewith, as indicated, or incorporated by reference to the location indicated: ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 3.1 ​ Articles of Association of Transocean Ltd. ​ Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on September 14, 2023 ​ 3.2 ​ 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 May 16, 2023 ​ 4.1 ​ Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ​ Filed herewith ​ 4.2 ​ Indenture, dated as of February 26, 2021, 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. 001-38373) filed on February 26, 2021 ​ 4.3 ​ Credit Agreement, dated June 22, 2018, among Transocean Inc., the lenders parties thereto and Citibank, N.A., as administrative agent and collateral agent ​ Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on June 27, 2018 ​ 4.3.1 ​ Increase of Commitments and First Amendment to Credit Agreement, dated May 13, 2019, 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 its subsidiaries ​ Exhibit 10.1 to Transocean Ltd.’ s Current Report on Form 8-K (Commission File No. 001-38373) filed on May 13, 2019 ​ 4.3.2 ​ Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties, dated July 15, 2019, 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 its subsidiaries ​ Exhibit 10.1 to Transocean Ltd.’ s Current Report on Form 8-K (Commission File No. 001-38373) filed on July 15, 2019 ​ 4.3.3 ​ Curative Agreement, dated September 24, 2019, between Transocean Inc. and Citibank, N.A., as administrative agent for the lenders under the Credit Agreement dated June 22, 2018, as amended ​ Exhibit 10.2 to Transocean Ltd.’ s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended September 30, 2019 ​ 4.3.4 ​ Increase of Commitments and Third Amendment to Credit Agreement, dated December 23, 2019, 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 its subsidiaries ​ Exhibit 4.6 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) filed on February 18, 2020 ​ 4.3.5 ​ 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 ​ 4.3.6 ​ 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. 001-38373) filed on August 1, 2022 ​ 4.4 ​ Indenture, dated as of April 15, 1997, between Transocean Offshore Inc. and Texas Commerce Bank National Association, as trustee ​ Exhibit 4.1 to Transocean Offshore Inc.’s Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997 ​ 4.4.1 ​ First Supplemental Indenture, dated as of April 15, 1997, between Transocean Offshore Inc. and Texas Commerce Bank National Association, as trustee, supplementing the Indenture dated as of April 15, 1997 ​ Exhibit 4.2 to Transocean Offshore Inc.’s Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997 ​ 4.4.2 ​ Second Supplemental Indenture, dated as of May 14, 1999, between Transocean Offshore (Texas) Inc., Transocean Offshore Inc. and Chase Bank of Texas, National Association, as trustee ​ Exhibit 4.5 to Transocean Offshore Inc.’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-59001-99) filed on June 29, 1999 ​ 4.4.3 ​ Fifth Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee ​ Exhibit 4.4 to Transocean Ltd.’s Current Report on Form 8 - K (Commission File No. 333 - 75899) filed on December 19, 2008 - 75 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 4.4.4 ​ Form of 7.45% Notes due April 15, 2027 ​ Exhibit 4.3 to Transocean Offshore Inc.’s Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997 ​ 4.4.5 ​ Form of 8.00% Debentures due April 15, 2027 ​ Exhibit 4.4 to Transocean Offshore Inc.’s Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997 ​ 4.4.6 ​ 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. 333-75899) filed on April 9, 2001 ​ 4.4.7 ​ Officers’ Certificate establishing the terms of the 7.375% Notes due April 15, 2018 ​ Exhibit 4.14 to Transocean Sedco Forex Inc.’s Annual Report on Form 10-K (Commission File No. 333-75899) for the fiscal year ended December 31, 2001 ​ 4.5 ​ Indenture, dated as of September 1, 1997, between Global Marine Inc. and Wilmington Trust Company, as Trustee, relating to Debt Securities of Global Marine Inc. ​ Exhibit 4.1 of Global Marine Inc.’s Registration Statement on Form S-4 (No. 333-39033) filed on October 30, 1997 ​ 4.5.1 ​ First Supplemental Indenture, dated as of June 23, 2000, between Global Marine Inc. and Wilmington Trust Company, as Trustee, relating to Debt Securities of Global Marine Inc. ​ Exhibit 4.2 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No. 001-05471) for the quarter ended June 30, 2000 ​ 4.5.2 ​ Second Supplemental Indenture, dated as of November 20, 2001, between Global Marine Inc. and Wilmington Trust Company, as Trustee, relating to Debt Securities of Global Marine Inc. ​ Exhibit 4.2 to GlobalSantaFe Corporation’s Annual Report on Form 10-K (Commission File No. 001-14634) for the year ended December 31, 2004 ​ 4.5.3 ​ Third Supplemental Indenture, dated as of July 29, 2019, among Global Marine Inc, Transocean Inc. and Wilmington Trust Company, as trustee, relating to Debt Securities of Global Marine Inc. ​ Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on July 29, 2019 ​ 4.5.4 ​ Form of 7% Note Due 2028 ​ Exhibit 4.2 of Global Marine Inc.’s Current Report on Form 8-K (Commission File No. 001-05471) filed on May 22, 1998 ​ 4.5.5 ​ Terms of 7% Notes Due 2028 ​ Exhibit 4.1 of Global Marine Inc.’s Current Report on Form 8-K (Commission File No. 001-05471) filed on May 22, 1998 ​ 4.6 ​ Indenture, dated as of December 11, 2007, between Transocean Inc. and Wells Fargo Bank, National Association ​ Exhibit 4.36 to Transocean Inc.’s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 2007 ​ 4.6.1 ​ First Supplemental Indenture, dated as of December 11, 2007, between Transocean Inc. and Wells Fargo Bank, National Association ​ Exhibit 4.37 to Transocean Inc.’s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 2007 ​ 4.6.2 ​ Third Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc. and Wells Fargo Bank, National Association, as trustee ​ Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 19, 2008 ​ 4.6.3 ​ Fourth Supplemental Indenture, dated as of September 21, 2010, among Transocean Ltd., Transocean Inc. and Wells Fargo Bank, National Association, as trustee ​ Exhibit 4.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended September 30, 2010 ​ 4.6.4 ​ Fifth Supplemental Indenture, dated as of December 5, 2011, among Transocean Ltd., Transocean Inc. and Wells Fargo Bank, National Association, as trustee ​ Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on December 5, 2011 ​ 4.6.5 ​ Sixth Supplemental Indenture, dated as of September 13, 2012, among Transocean Inc., Transocean Ltd. and Wells Fargo Bank, National Association, as trustee ​ Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on September 13, 2012 ​ 4.7 ​ Indenture, dated as of October 17, 2017, 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. 000-53533) filed on October 17, 2017 ​ 4.8 ​ Registration Rights Agreement, dated as of January 30, 2018, among Transocean Ltd., Transocean Inc., and the security holders named therein ​ Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on January 30, 2018 ​ 4.8.1 ​ 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 - 76 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 4.9 ​ Indenture, dated October 25, 2018, among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee ​ Exhibit 4.32 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) filed on February 19, 2019 ​ 4.10 ​ Indenture, dated February 1, 2019, by and among Transocean Poseidon 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 February 1, 2019 ​ 4.11 ​ Indenture, dated January 17, 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 January 17, 2020 ​ 4.12 ​ 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 ​ 4.12.1 ​ 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 ​ 4.13 ​ Indenture, dated as of September 30, 2022, by and among Transocean Inc., the Guarantors and Truist Bank, as trustee ​ Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on September 30, 2022 ​ 4.14 ​ Warrant Agreement, dated as of September 30, 2022, by and among Transocean Inc., Transocean Ltd. and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent ​ Exhibit 4.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-3873) filed on September 30, 2022 ​ 4.15 ​ 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 January 17, 2023 ​ 4.16 ​ 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 January 31, 2023 ​ 4.16.1 ​ 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 ​ 4.17 ​ 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 ​ 10.1 ​ Shipyard Credit Agreement for Deepwater Atlas , dated as of June 5, 2021, by and between Jurong Shipyard Pte. Ltd. and Transocean Offshore Deepwater Holdings Limited ​ Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended June 30, 2021 filed on August 3, 2021 ​ 10.2 ​ Shipyard Credit Agreement for Deepwater Titan , dated as of June 5, 2021, by and between Jurong Shipyard Pte. Ltd. and Transocean Offshore Deepwater Holdings Limited ​ Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended June 30, 2021 filed on August 3, 2021 * 10.3 ​ 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 * 10.4 ​ Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009) ​ Exhibit 10.5 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008 * 10.5 ​ First Amendment to Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009) ​ Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on May 22, 2013 * 10.6 ​ Deferred Compensation Plan of Transocean Offshore Inc., as amended and restated effective January 1, 2000 ​ Exhibit 10.10 to Transocean Sedco Forex Inc.’s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 1999 * 10.7 ​ GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective January 1, 2001 and Amendment to GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective November 20, 2001 ​ Exhibit 10.33 to the GlobalSantaFe Corporation Annual Report on Form 10-K (Commission File No. 001-14634) for the year ended December 31, 2004 - 77 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location * 10.8 ​ Amendment to Transocean Inc. Deferred Compensation Plan ​ Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 29, 2005 * 10.9 ​ Form of 2004 Performance Based Nonqualified Share Option Award Letter ​ Exhibit 10.2 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on February 15, 2005 * 10.10 ​ Form of 2008 Director Deferred Unit Award ​ Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008 * 10.11 ​ Form of 2009 Director Deferred Unit Award ​ Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2009 * 10.12 ​ Terms and Conditions of 2013 Director Deferred Unit Award ​ Exhibit 10.14 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2015 * 10.13 ​ Terms and Conditions of 2014 Director Deferred Unit Award ​ Exhibit 10.15 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2015 * 10.14 ​ Terms and Conditions of 2015 Director Restricted Share Unit Award ​ Exhibit 10.16 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2015 * 10.15 ​ Terms and Conditions of 2014 Executive Equity Award ​ Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2015 * 10.16 ​ Terms and Conditions of 2015 Executive Equity Award ​ Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2015 ​ 10.17 ​ Terms and Conditions of the July 2008 Nonqualified Share Option Award ​ 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 * 10.18 ​ Terms and Conditions of the February 2009 Nonqualified Share Option Award ​ Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000 53533) for the year ended December 31, 2008 * 10.19 ​ Terms and Conditions of the February 2012 Long Term Incentive Plan Award ​ Exhibit 10.28 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2011 ​ 10.20 ​ Form of Novation Agreement dated as of November 27, 2007 by and among GlobalSantaFe Corporation, Transocean Offshore Deepwater Drilling Inc. and certain executives ​ Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007 * 10.21 ​ Global Marine Inc. 1990 Non-Employee Director Stock Option Plan ​ Exhibit 10.18 of Global Marine Inc.’s Annual Report on Form 10-K (Commission File No. 001-05471) for the year ended December 31, 1991 * 10.22 ​ First Amendment to Global Marine Inc. 1990 Non-Employee Director Stock Option Plan ​ Exhibit 10.1 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No. 001-05471) for the quarter ended June 30, 1995 * 10.23 ​ Second Amendment to Global Marine Inc. 1990 Non-Employee Director Stock Option Plan ​ Exhibit 10.37 of Global Marine Inc.’s Annual Report on Form 10-K (Commission File No. 001-05471) for the year ended December 31, 1996 * 10.24 ​ 1997 Long-Term Incentive Plan ​ GlobalSantaFe Corporation’s Registration Statement on Form S-8 (No. 333-7070) filed June 13, 1997 * 10.25 ​ Amendment to 1997 Long Term Incentive Compensation Plan ​ Exhibit 10.25 of GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No. 001-14634) for the year ended December 31, 1998 * 10.26 ​ Amendment to 1997 Long Term Incentive Plan, dated December 1, 1999 ​ Exhibit 10.33 of GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No. 001-14634) for the year ended December 31, 1999 - 78 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location * 10.27 ​ GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan ​ Exhibit 10.1 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No. 001-05471) for the quarter ended March 31, 1998 * 10.28 ​ First Amendment to GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan ​ Exhibit 10.2 of Global Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No. 001-05471) for the quarter ended June 30, 2000 * 10.29 ​ GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan ​ Exhibit 4.8 of GlobalSantaFe Corporation’s Registration Statement on Form S-8 (No. 333-73878) filed on November 21, 2001 * 10.30 ​ GlobalSantaFe Corporation 2001 Long-Term Incentive Plan ​ Exhibit A to GlobalSantaFe Corporation’s definitive proxy statement (Commission File No. 001 - 1 4634) filed on March 21, 2001 * 10.31 ​ GlobalSantaFe 2003 Long-Term Incentive Plan (as Amended and Restated Effective June 7, 2005) ​ Exhibit 10.4 to GlobalSantaFe Corporation’s Quarterly Report on Form 10-Q (Commission File No. 001-14634) for the quarter ended June 30, 2005 * 10.32 ​ Transocean Ltd. Pension Equalization Plan, as amended and restated, effective January 1, 2009 ​ Exhibit 10.41 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008 * 10.33 ​ Transocean U.S. Supplemental Retirement Benefit Plan, as amended and restated, effective as of November 27, 2007 ​ Exhibit 10.11 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007 * 10.34 ​ GlobalSantaFe Corporation Supplemental Executive Retirement Plan ​ Exhibit 10.1 to the GlobalSantaFe Corporation Quarterly Report on Form 10-Q (Commission File No. 001-14634) for the quarter ended September 30, 2002 * 10.35 ​ Transocean U.S. Supplemental Savings Plan, as amended and restated, effective as of January 1, 2009 ​ Exhibit 10.44 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008 ​ 10.36 ​ Form of Indemnification Agreement entered into between Transocean Ltd. and each of its Directors and Executive Officers ​ Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on October 10, 2008 * 10.37 ​ Form of Assignment Memorandum for Executive Officers ​ Exhibit 10.6 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000 53533) filed on December 19, 2008 ​ 10.38 ​ Drilling Contract between Vastar Resources, Inc. and R&B Falcon Drilling Co. dated December 9, 1998 with respect to Deepwater Horizon , as amended ​ Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended June 30, 2010 * 10.39 ​ 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 November 22, 2023 ​ 10.40 ​ 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 ​ Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended June 30, 2015 ​ 10.41 ​ Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May 20, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, BP Exploration and Production Inc. and BP America Production Co. ​ Exhibit 10.6 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended June 30, 2015 ​ 10.42 ​ Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May 29, 2015, among Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH, the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages Settlement Class ​ Exhibit 10.7 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended June 30, 2015 * 10.43 ​ Employment Agreement with Jeremy D. Thigpen effective September 1, 2016 ​ Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended September 30, 2016 - 79 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location * 10.44 ​ Employment Agreement with Mark L. Mey effective September 1, 2016 ​ Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended September 30, 2016 * 10.45 ​ Amended and Restated Performance Award and Cash Bonus Plan of Transocean Ltd. ​ Exhibit 10.48 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) for the year ended December 31, 2020 * 10.46 ​ 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 * 10.47 ​ 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 * 10.48 ​ Terms and Conditions of 2023 Executive Equity Awards ​ 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 * 10.49 ​ Employment Agreement with Keelan Adamson effective February 16, 2022 ​ Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on February 17, 2022 ​ 21 ​ Subsidiaries of Transocean Ltd. ​ Filed herewith ​ 23 ​ Consent of Ernst & Young LLP ​ Filed herewith ​ 24 ​ Powers of Attorney ​ Filed herewith ​ 31.1 ​ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ Filed herewith ​ 31.2 ​ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ Filed herewith ​ 32.1 ​ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ Furnished herewith ​ 32.2 ​ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ Furnished herewith ​ 97 ​ Transocean Ltd Executive Officer Incentive-Based Compensation Recoupment Policy ​ Filed herewith ​ 101 ​ Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language: (i) our consolidated balance sheets as of December 31, 2023 and December 31, 2022; (ii) our consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021; (iii) our consolidated statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021; (iv) our consolidated statements of equity for the years ended December 31, 2023, 2022 and 2021; (v) our consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021; and (vi) the notes to consolidated financial statements ​ Filed herewith ​ 104 ​ The cover page from our annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline Extensible Business Reporting Language ​ Filed herewith * ​ ​ Compensatory plan or arrangement ​ ​ Exhibits listed above as previously having been filed with the U.S. Securities and Exchange Commission are incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934 and made a part hereof with the same effect as if filed herewith. Certain instruments relating to our long-term debt and our subsidiaries have not been filed as exhibits since the total amount of securities authorized under any such instrument does not exceed 10 percent of our total assets and our subsidiaries on a consolidated basis. We agree to furnish a copy of each such instrument to the SEC upon request. 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 - 80 - Table of Contents 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. ​ ​ ​ SIGNATURES 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; thereunto duly authorized, on February 20, 2024. ​ ​ ​ ​ TRANSOCEAN LTD. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Mark L. Mey ​ ​ Mark L. Mey ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ David Tonnel ​ ​ David Tonnel ​ ​ Senior Vice President and Chief Accounting Officer ​ ​ (Principal Accounting Officer) ​ - 81 - Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on February 20, 2024. ​ ​ ​ ​ Signature ​ Title ​ ​ ​ ​ ​ * ​ Chair of the Board of Directors ​ Chadwick C. Deaton ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jeremy D. Thigpen ​ Chief Executive Officer and Director ​ Jeremy D. Thigpen ​ (Principal Executive Officer) ​ ​ ​ ​ ​ /s/ Mark L. Mey ​ Executive Vice President and Chief Financial Officer ​ Mark L. Mey ​ (Principal Financial Officer) ​ ​ ​ ​ ​ /s/ David Tonnel ​ Senior Vice President and Chief Accounting Officer ​ David Tonnel ​ (Principal Accounting Officer) ​ ​ ​ ​ ​ * ​ Director ​ Glyn A. Barker ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Vanessa C.L. Chang ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Frederico F. Curado ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Domenic J. Dell’Osso, Jr. ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Vincent J. Intrieri ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Samuel J. Merksamer ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Frederik W. Mohn ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Edward R. Muller ​ ​ ​ ​ ​ ​ ​ * ​ Director ​ Margareth Øvrum ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ David Tonnel ​ ​ ​ (Attorney - in - Fact) ​ ​ ​ ​ ​ ​ ​ - 82 - Table of Contents ​ - 83 -