What changed in this filing

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Item 1. Business

2025-02-18 compared with 2024-02-21 · 157 added, 92 removed, 175 unchanged (59% of the section changed)

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(together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells.

As of February 14, 2024, we owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters.

Additionally, as of February 14, 2024, we were constructing one ultra-deepwater drillship.

As of February 11, 2025, we owned or had partial ownership interests in and operated 34 mobile offshore drilling units, consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.

We provide, as our primary business, contract drilling services in a single operating segment, which involves contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells.

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We have two ultra-deepwater drillships that are equipped with an industry-leading, 1,700 short ton hoisting capacity.

We have 23 ultra-deepwater drillships that are, and one ultra-deepwater drillship under construction that will be, equipped with our patented dual-activity technology.

We have 23 ultra-deepwater drillships that are equipped with our patented dual-activity technology.

Dual-activity technology employs structures, equipment and techniques using two drilling stations within a dual derrick to allow these drillships to perform simultaneous drilling tasks in a parallel, rather than a sequential manner, which reduces critical path activity and improves efficiency in both exploration and development drilling.

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Although most semisubmersible rigs are relocated with the assistance of tugs, some units are self-propelled and move between locations under their own power when afloat on pontoons.

Four of our 12 semisubmersibles are equipped with dual-activity technology and also have mooring capability.

Two of these four dual-activity units are custom-designed, high-capacity semisubmersible drilling rigs, equipped for year-round operations in harsh environments, such as those of the Norwegian continental shelf and sub-Arctic waters.

Three of our nine semisubmersibles are equipped with dual-activity technology and also have mooring capability.

Two of these three dual-activity units are custom-designed, high-capacity semisubmersible drilling rigs, equipped for year-round operations in harsh environments, such as those of the Norwegian continental shelf and sub-Arctic waters.

Our fleet consists of ultra-deepwater drillships and semisubmersibles and harsh environment semisubmersibles that are designed with high-specification capabilities to operate in the technically demanding regions of the global offshore drilling business.

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We may not return some stacked rigs to work for drilling services.

Drilling units —The following tables, presented as of February 14, 2024, provide certain specifications for our rigs.

Drilling units —The following table, presented as of February 12, 2025, provides certain specifications for our rigs, excluding rigs classified as held for sale.

Unless otherwise noted, the stated location of each rig indicates either the current drilling location, if the rig is operating, or the next operating location, if the rig is in shipyard with a follow-on contract.

The dates provided represent the expected time of completion, the year placed into service, and, if applicable, the year of the most recent upgrade.

As of February 14, 2024, we owned all of the drilling rigs in our fleet noted in the tables below, except for the following:

(1) the ultra-deepwater floater Petrobras 10000 , which is subject to a finance lease through August 2029 and (2) the harsh environment floater Transocean Norge , which is owned through our noncontrolling equity ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”).

The dates provided represent the year placed into service, and, if applicable, the year of the most recent upgrade.

As of February 12, 2025, we owned all of the drilling rigs in our fleet noted in the tables below, except for the ultra-deepwater floater Petrobras 10000 , which is subject to a finance lease through August 2029.

Rig category and name

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Deepwater Atlas

Deepwater Aquila

Deepwater Poseidon

(a) (b) (e) (f)

(a) (b) (f) (g)

Deepwater Pontus

(a) (b) (e) (f)

(a) (b) (f) (g)

Deepwater Conqueror

(a) (b) (e) (f)

(a) (b) (f) (g)

Deepwater Proteus

(a) (b) (e) (f)

(a) (b) (f) (g)

Deepwater Thalassa

(a) (b) (e) (f)

(a) (b) (f) (g)

Deepwater Asgard

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Ocean Rig Mylos

Discoverer Inspiration

Discoverer India

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Dhirubhai Deepwater KG2

Development Driller III

Semisubmersible

Petrobras 10000

2 unchanged sentences

Semisubmersible

Deepwater Nautilus

Semisubmersible

Discoverer Luanda

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Semisubmersible

(a) (g) (h) (i)

(a) (h) (i) (j)

Transocean Barents

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Semisubmersible

(a) Dynamically positioned.

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(d) One 15,000 psi blowout preventer and one 20,000 psi blowout preventer.

(e) Two 15,000 psi blowout preventers.

(f) Designed to accommodate a future upgrade to 20,000 psi blowout preventer(s).

(h) Automated drilling control.

(i) Dual activity.

(j) On February 15, 2024, we completed the sale of Paul B.

and related assets.

Rig category and name

Specifications

Rigs under construction (1)

Ultra-deepwater floaters

Deepwater Aquila

(a) (b) (c) (d)

To be dynamically positioned.

To be equipped with our patented dual activity.

To be equipped with main hoisting capacity of 1,400 short tons.

To be equipped with one 15,000 psi blowout preventer and designed to accommodate a future 20,000 psi blowout preventer.

(e) One 15,000 psi blowout preventer and designed to accommodate a future 20,000 psi blowout preventer.

(f) Two 15,000 psi blowout preventers.

(g) Designed to accommodate a future upgrade to 20,000 psi blowout preventer(s).

(i) Automated drilling control.

(j) Dual activity.

Drilling Contracts

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Drilling contracts generally provide for payment on a dayrate basis, typically with higher rates for periods when drilling operations are optimized and, conversely, lower or zero rates for periods during which the drilling unit is not mobilized or when drilling operations are interrupted or restricted, whether due to equipment breakdowns, adverse environmental conditions, regulatory approvals or otherwise.

A dayrate drilling contract generally extends over a period of time either covering the drilling of a single well or group of wells or covering a stated term.

At December 31, 2023, our contract backlog was approximately $9.25 billion, representing an increase of 11 percent and 40 percent, respectively, compared to the contract backlog at December 31, 2022 and 2021, which was $8.34 billion and $6.60 billion, respectively.

dayrate drilling contract generally extends over a period of time either covering the drilling of a single well or group of wells or covering a stated term.

At December 31, 2024, our contract backlog was $8.74 billion, representing a decrease of six percent and an increase of five percent, respectively, compared to our contract backlog of $9.25 billion and $8.34 billion at December 31, 2023 and 2022, respectively.

See “ Part II.

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Many courts also restrict indemnification for criminal fines and penalties.

The inability or other failure of our customers to fulfill their indemnification obligations, or the unenforceability of all of our contractual protections could have a material adverse effect on our consolidated financial position, results of operations or cash flows.

The inability or other failure of our customers to fulfill their indemnification obligations, or the unenforceability of all of our contractual protections could have a material adverse effect on our financial position, results of operations or cash flows.

See “ Item 1A.

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Consequently, we cannot predict the future percentage of our revenues that will be derived from particular geographic areas.

As of February 14, 2024, the drilling units in our fleet, including stacked and idle rigs, but excluding rigs under construction, were located in the U.S.

Gulf of Mexico (ten units), Greece (seven units), Brazil (five units), the Norwegian North Sea (four units), Malaysia (three units), Australia (two units), Angola (one unit), Aruba (one unit), Canada (one unit), Cyprus (one unit), India (one unit) and the United Kingdom (the “U.K.”) North Sea (one unit).

As of February 12, 2025, the drilling units in our fleet, including stacked and idle rigs, were located in the U.S.

Gulf of Mexico (nine units), Greece (seven units), Brazil (six units), the Norwegian North Sea (four units), Malaysia (two units), Australia (two units), Angola (one unit), Canada (one unit), India (one unit) and Romania (one unit).

We categorize the sectors of the floater market in which we operate as follows:

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We provide our offshore drilling services to most of the leading integrated energy companies or their affiliates, as well as for many government-owned or government-controlled energy companies and other independent energy companies.

For the year ended December 31, 2023, our most significant customers were Shell plc (together with its affiliates, “Shell”), Equinor ASA (together with its affiliates, “Equinor”), TotalEnergies SE (together with its affiliates, “TotalEnergies”) and Petróleo Brasileiro S.A.

(together with its affiliates, “Petrobras”), representing approximately 27 percent, 16 percent, 12 percent and 11 percent, respectively, of our consolidated operating revenues.

For the year ended December 31, 2024, our most significant customers were Shell plc (together with its affiliates, “Shell”), Petróleo Brasileiro S.A.

(together with its affiliates, “Petrobras”) and Equinor ASA (together with its affiliates, “Equinor”), representing 27 percent, 21 percent and 13 percent, respectively, of our consolidated operating revenues.

No other customers accounted for 10 percent or more of our consolidated operating revenues in the year ended December 31, 2024.

Additionally, as of February 14, 2024, the customers with the most significant aggregate amount of contract backlog associated with our drilling contracts were Petrobras, Shell and Chevron Corporation (together with its affiliates, “Chevron”), representing approximately 31 percent, 25 percent and 10 percent, respectively, of our total contract backlog.

Additionally, as of February 12, 2025, the customers with the most significant aggregate amount of contract backlog associated with our drilling contracts were Petrobras and Shell, representing 24 percent and 17 percent, respectively, of our total contract backlog.

See “ Item 1A.

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Human Capital Resources

Worldwide workforce —As of December 31, 2023, we had a global workforce of approximately 5,800 individuals, including approximately 370 contractors, representing 53 nationalities.

Workforce —As of December 31, 2024, we had a global workforce of approximately 5,800 individuals, including approximately 330 contractors, representing 62 nationalities.

At December 31, 2024, our global workforce was geographically distributed in 22 countries across six continents as follows:

38 percent in North America, 25 percent in Europe, 23 percent in South America, six percent in Asia, five percent in Africa and three percent in Australia.

FIRST Shared Values and corporate culture —Our FIRST Shared Values serve as the foundation for our corporate culture and guide us to act ethically and responsibly as we strive to deliver value for our stakeholders and to maintain a safe and respectful work environment for our people.

Code of Integrity and Human Rights —We maintain a Code of Integrity and Human Rights Policy that applies to all our board members, executives, employees and business partners, including contractors, suppliers, vendors, investees and joint venture partners.

We demonstrate our respect of human rights by maintaining a healthy and safe work environment, observing fair employment practices and providing competitive employment terms.

37 percent in North America, 26 percent in South America, 24 percent in Europe, six percent in Australia, four percent in Africa, and three percent in Asia.

Corporate culture —Our FIRST Shared Values serve as the foundation for our corporate culture and guide us to act ethically and responsibly as we strive to deliver value and to maintain a safe and respectful work environment for our people.

We maintain a Code of Integrity and Human Rights Policy that applies to all board members, executives, employees and business partners, including contractors, suppliers, vendors, investees and joint venture partners.

We demonstrate respect of human rights by aiming to maintain a healthy and safe work environment, observe fair employment practices and provide competitive employment terms.

Practices such as modern slavery, child labor, forced or indentured servitude, and other human rights abuses are strictly prohibited.

Labor rights —We respect the labor rights of all individuals in our workforce, including the right to collective bargaining.

As of December 31, 2023, approximately 42 percent of our total workforce, working primarily in Norway and Brazil, are represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially all of which are subject to annual salary negotiation.

Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.

As of December 31, 2024, approximately 43 percent of our total workforce, working primarily in Brazil and Norway, is represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially all of which are subject to annual salary negotiations.

Negotiations for annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions.

The outcome of any such negotiation generally affects the market for all offshore employees, not only union members.

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Attraction, development and retention —We aim to strategically cultivate a best-in-class workforce to offer the innovation, local knowledge and experience required of the world’s premier offshore drilling contractor.

We seek to maintain our competitive advantage while benefitting our local communities by offering regionally competitive compensation and benefits packages, a technically challenging work environment, global opportunities, and rotational development programs.

We continually assess and adapt our offerings and our policies, based on evolving social and technological practices, to provide a modern work environment, which is essential to attract and retain top talent, and a respectful and inclusive work environment in which our global workforce can thrive.

Our focus on the quality of our workforce is designed to maximize the quality of our work performance and ultimately, the value we deliver to our stakeholders.

We seek to maintain a competitive advantage while benefitting local communities by offering regionally competitive compensation and benefits packages tailored to our workforce demographics, a technically challenging work environment, global opportunities, and rotational development programs.

We design our wellness and benefits strategy under four pillars consisting of physical well-being, financial well-being, emotional well-being and social well-being, including a globally available employee assistance program.

We continually assess and adapt offerings and policies to provide a modern work environment based on evolving social and technological practices, which is essential to attract and retain top talent.

Our focus on the quality of our workforce is designed to maximize the quality of work performance and ultimately, the value we deliver to our customers and investors.

Training —We invest in our workers by providing them with the transferrable skill sets essential to advancing their professional development.

To optimize the competitive position of our business, we maintain a rigorous competency-based training program.

Our internal training board maintains and regularly updates our training matrix to meet or exceed industry standards, and it oversees our competency assurance management system, which is accredited by the Offshore Petroleum Industry Training Organization.

We maintain an internal training board that regularly updates our training matrix to meet or exceed industry standards, and it oversees our competency assurance management system, which is accredited by the Offshore Petroleum Industry Training Organization.

We provide various offshore training formats designed to encompass all learning styles through on-the-job, e-learning, customer-specific training, certifications, and leadership and licensing programs.

Setting us apart from our competitors, we also offer unique simulation-based education, augmented by digital twin modeling, enabling our workforce to more accurately visualize equipment performance and target efficiencies.

We clearly articulate to our workforce the certifications, skills and competencies needed for each role, and workers are required to successfully complete the relevant training and attain necessary certifications prior to taking on new roles.

Wellness and benefits —We offer our workforce regionally competitive medical and financial benefits, tailored to our workforce demographics.

Distinguishing us from many of our competitors, we also offer unique simulation-based education augmented by digital twin modeling, enabling our workforce to visualize equipment performance and target efficiencies more accurately.

We articulate to our workforce the certifications, skills and competencies needed for each role, and workers are required to successfully complete the relevant training and attain necessary certifications prior to taking on new roles.

Safety —Our safety vision is to conduct our operations in an incident-free workplace, all the time, everywhere.

As a socially responsible company, we prioritize the protection of everyone aboard our rigs and in our facilities, the environment and our property at all work locations and during all operations.

We require compliance with all local regulations and a comprehensive set of internal requirements that govern our operations.

With regular competency and effectiveness assessments, our highly trained crews are equipped to protect our operational integrity with the process-driven management of hazards to prevent and mitigate major accidents.

We measure our safety performance in terms of widely accepted ratios with the use of industry standards, including (a) the total recordable incident rate (“TRIR”), which represents the number of recordable work-related injuries or illnesses for every 200,000 hours worked, and (b) the lost time incident rate (“LTIR”), which measures the number of incidents that result in lost time due to work-related injuries or illnesses for every 200,000 hours worked.

In the year ended December 31, 2023, our TRIR was 0.23 and our LTIR was 0.02, both calculations of which were based on 11.3 million labor hours.

We prioritize the protection of everyone aboard our rigs and in our facilities, the environment and our property at all work locations and during all operations.

We require compliance with local regulations, and our operations are governed by a comprehensive set of internal requirements.

Regular competency and effectiveness assessments help to ensure that our highly trained crews are equipped to protect operational integrity with the process-driven management of hazards to prevent and mitigate major accidents.

We measure safety performance in terms of widely accepted ratios with the use of industry standards, including (a) the total recordable incident rate (“TRIR”), which represents the number of recordable work-related injuries or illnesses for every 200,000 hours worked, and (b) the lost time incident rate (“LTIR”), which measures the number of incidents that result in lost time due to work-related injuries or illnesses for every 200,000 hours worked.

In the year ended December 31, 2024, our TRIR was 0.15 and our LTIR was 0.00, the calculations for which were based on 11.7 million labor hours.

Executive Leadership

We have included the following information, presented as of February 11, 2025, on our executive officers for purposes of U.S.

securities laws in Part I of this report in reliance on General Instruction G(3) to Form 10-K.

The board of directors elects the officers of the Company, generally on an annual basis.

There is no family relationship between any of our executive officers.

February 11, 2025

Chief Executive Officer

Keelan Adamson

President and Chief Operating Officer

Executive Vice President and Chief Legal Officer

Executive Vice President and Chief Commercial Officer

Thaddeus Vayda

Executive Vice President and Chief Financial Officer

Senior Vice President and Chief Accounting Officer

« Member of our executive management team for purposes of Swiss law.

Thigpen is Chief Executive Officer and a member of the Company’s board of directors.

Before joining the Company in this position in April 2015, Mr.

Thigpen served as Senior Vice President and Chief Financial Officer at NOV Inc.

from December 2012 to April 2015.

At NOV Inc., Mr.

Thigpen also served as President, Downhole and Pumping Solutions from August 2007 to December 2012, as President of the Downhole Tools Group from May 2003 to August 2007 and as manager of the Downhole Tools Group from April 2002 to May 2003.

From 2000 to 2002, Mr.

Thigpen served as the Director of Business Development and Special Assistant to the Chairman for NOV Inc.

Thigpen earned a Bachelor of Arts degree in Economics and Managerial Studies from Rice University in 1997, and he completed the Program for Management Development at Harvard Business School in 2001.

Keelan Adamson is President and Chief Operating Officer of the Company.

Before being named to his current position in February 2022, Mr.

Adamson served as Executive Vice President and Chief Operations Officer from August 2018 to February 2022, as Senior Vice President, Operations from October 2017 to July 2018 and as Senior Vice President, Operations Integrity and HSE, from June 2015 to October 2017.

Since 2010, Mr.

Adamson served in multiple executive positions with responsibilities spanning Engineering and Technical Services, Major Capital Projects, Human Resources, and more recently, Operations Integrity and HSE.

Adamson started his career as a drilling engineer with BP Exploration in 1991 and joined Transocean in July 1995.

In addition to several management assignments in the United Kingdom (the “U.K.”), Asia, and Africa, he also held leadership roles in Sales and Marketing, Well Construction and Technology, and as Managing Director for operations in North America, Canada and Trinidad.

Adamson earned a bachelor's degree in Aeronautical Engineering from The Queens University of Belfast in 1991 and completed the Advanced Management program at Harvard Business School in 2016.

Long is Executive Vice President and Chief Legal Officer of the Company.

Before being named to his current position in March 2018, Mr.

Long served as Senior Vice President and General Counsel from November 2015 to March 2018.

From 2011 to November 2015, when Mr.

Long joined the Company, he served as Vice President–General Counsel and Secretary of Ensco plc, which acquired Pride International, Inc.

where he had served as Vice President, General Counsel and Secretary since August 2009.

Long joined Pride International, Inc.

in June 2005 as Assistant General Counsel and served as Chief Compliance Officer from June 2006 to February 2009.

He was director of Transocean Partners LLC from May 2016 until December 2016.

Long previously practiced corporate and securities law with the law firm of Bracewell LLP.

Long earned a Bachelor of Arts degree from Brigham Young University in 1996, a Juris Doctorate degree from the University of Texas School of Law in 1999 and an Executive LLM in Taxation from New York University in 2019.

Mackenzie is Executive Vice President and Chief Commercial Officer of the Company.

Before being named to his current position in February 2022, Mr.

Mackenzie served previously as Senior Vice President, Marketing, Innovation and Industry Relations from August 2018 to February 2022;

Vice President, Marketing and Contracts from February 2017 to August 2018;

Managing Director, Business Development and Strategic Accounts from February 2016 to February 2017;

and as a Marketing Director in the U.S., France, and Dubai from March 2012 to February 2016.

In addition, Mr.

Mackenzie has previously served in various operational and project roles around the globe, starting his career at the Company as a rig-based engineer in 1997.

Mackenzie currently serves as Vice President for Offshore Division of the International Association of Drilling Contractors and on various committees for the Offshore Energy Center.

Mackenzie earned a bachelor's degree in Civil Engineering with Environmental Studies from the University of Strathclyde in 1997, and completed the Advanced Management Program at Harvard Business School in 2016.

Thaddeus Vayda is Executive Vice President and Chief Financial Officer of the Company.

Before being named to his current position in May 2024, Mr.

Vayda served as Senior Vice President of Corporate Finance and Treasurer from February 2023 to April 2024;

as Vice President, Investor Relations, and Treasurer from August 2015 to February 2023, as Vice President, Corporate Finance 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.

Earlier in his career, Mr.

Vayda held various leadership positions at Northwest Airlines.

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

He earned a Master of Business Administration degree 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.

Jason Pack is Senior Vice President and Chief Accounting Officer of the Company.

Before being named to his current position in August 2024, he served as Chief Audit Executive from August 2018 to July 2024.

Pack previously served as Vice President, Internal Audit at NOV Inc., where he spent 16 years.

At NOV Inc., Mr.

Pack held several roles, including Vice President, Finance Drilling and Intervention;

Vice President, Finance Africa and Global Controller, Downhole.

Prior to its acquisition by NOV Inc.

Pack served as Senior Controller of NQL Drilling Tools Inc.

Pack has served as Director and Chairman of the Audit Committee for two publicly listed exploration and production companies:

Kallisto Energy Corp.

from November 2006 to June 2013 and Shelton Canada Corp from March 2007 to December 2009.

Pack started his career at Deloitte and Touche in Edmonton, Alberta, Canada, where he worked as a staff auditor for three years.

Pack is a certified public accountant and earned a Bachelor of Management degree in Accounting and a Bachelor of Science degree in Biology, Chemistry and Math from the University of Lethbridge.

Environmental Responsibility

We strive to deliver services in a manner that both minimizes the impact our business has on the environment and supports the interests of our stakeholders.

We continuously seek new ways to advance our commitment to safely performing operations while simultaneously safeguarding the environment.

We maintain a global Environmental Management System (“EMS”) standard that is applied to our rigs, offices and facilities.

The EMS is aligned to ISO 14001 and provides a framework to ensure that our worldwide operations are managed consistently and continuously in an environmentally responsible manner.

We regularly assess the environmental impact of operations, focusing on the reduction of greenhouse gas emissions, operational discharges, water use and waste.

Accordingly, we intend to reduce our greenhouse gas operating emissions intensity by 40 percent from 2019 levels by 2030.

Achieving these targets will require investments over time that result in the development and implementation of new technologies, reduced fuel consumption and other initiatives that enable us to optimize power management capabilities.

We strive to deliver services in a manner that minimizes the impact of our business on the environment.

We continuously monitor our operations and seek innovative ways to enhance our ability to meet our objectives.

We maintain a global Environmental Management System (“EMS”) standard, aligned to ISO 14001, that we apply to our rigs, offices and facilities.

The EMS provides a framework to consistently manage our worldwide operations in an environmentally responsible manner and monitor our performance.

Within this framework, we regularly assess the environmental impact of operations, focusing on the reduction of greenhouse gas emissions, operational discharges, water use and waste.

In 2021, we conducted a sustainability-focused materiality assessment, which guided the creation of our previously announced sustainability goals.

Since then, we have continued to track developments in the sustainability material topics that informed our goals, monitor our operations, and observed that the pace of technological advances associated with potential reductions in greenhouse gas emissions has been slower, and the costs have been greater, than anticipated.

Particularly, in our engagements with shareholders and customers, we observed shifts in their approach to sustainability priorities.

For these reasons, we have suspended our previously announced sustainability goals, including our greenhouse emissions intensity reduction goal.

As always, we remain committed to providing safe, efficient, reliable, and environmentally responsible operations.

We will continue to engage with our customers and service providers to optimize our power management capabilities and other aspects of our operations as technologies continue to develop.

Technological Innovation

We have a long history of technological innovation, including the first dynamically positioned drillship, the first rig to drill year-round in the North Sea, the first semisubmersible rig for year-round sub-Arctic operations, the first 10,000-ft.

water depth rated ultra-deepwater drillship and numerous water depth world records over the past several decades.

Twenty-three drillships and two semisubmersibles in our existing fleet are, and our drillship under construction will be, equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner, reducing well construction critical path activities and, thereby, improving efficiency in both exploration and development drilling.

We develop and deploy industry-leading technology in the pursuit of delivering safer, more efficient and environmentally responsible drilling services.

Overview —We have a long history of technological innovation, including the first dynamically positioned drillship, the first rig to drill year-round in the North Sea, the first semisubmersible rig for year-round sub-Arctic operations, the first 10,000-ft.

water depth rated ultra-deepwater drillship, the first eighth-generation drillships and numerous water depth world records over the past several decades.

We develop and deploy industry-leading technology in the pursuit of delivering safer, more efficient and environmentally responsible drilling services to our customers.

We also continue to develop and invest in technologies designed to differentiate our service offerings, including optimizing our performance, delivering ever - improving operational integrity and reducing our greenhouse gas emissions.

Drilling equipment and well control —Twenty-three drillships and one semisubmersible in our existing fleet are equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner, reducing well construction critical path activities and, thereby, improving efficiency in both exploration and development drilling.

Two of our drillships are equipped with 1,700 short ton hoisting capacity and 20,000 psi blowout preventers.

Seven of our drillships and our drillship under construction include hybrid energy storage systems for enhanced drill floor equipment reliability, fuel and emissions savings as well as advanced generator protection for power plant reliability.

Seven of our drillships include hybrid energy storage systems for enhanced drill floor equipment reliability, fuel and emissions savings as well as advanced generator protection for power plant reliability.

Twelve drillships in our existing fleet are outfitted with dual blowout preventers and triple liquid mud systems.

Five drillships in our existing fleet are designed to accept 20,000 psi blowout preventers in the future.

We also continue to develop and invest in technologies designed to optimize our performance, deliver ever improving operational integrity and reduce our greenhouse gas emissions.

Seven of our harsh environment semisubmersibles are designed and constructed specifically to provide highly efficient performance in harsh environments.

We have installed automated drilling control systems on six harsh environment floaters, which materially improves our ability to safely and efficiently deliver wells to our customers.

We utilize technology and employ a data-driven approach, augmented by the size of our fleet, to expand our knowledge framework for sustainable process optimization.

In 2020, we deployed our smart equipment analytics tool, which delivers real-time data feeds from equipment to monitor equipment health, inferred emissions and energy consumption while identifying performance trends that allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and sustainability.

Driven by our continued focus on safety, we developed and, on eight of our drilling units, deployed our patented HaloGuard ℠ system, which alarms, notifies and, if required, halts equipment to avoid injury to personnel who move into danger zones.

In 2022, we deployed the first unit of Enhanced Drilling’s EC-Monitor system to an offshore installation, enabling highly accurate understanding of well fluid dynamics and improving the efficiency and accuracy of flow-checking and detecting flow anomalies.

Additionally, since 2021, we deployed on two of our ultra-deepwater drillships the first kinetic blowout stopper, a step-changing technology that promotes operations integrity and enterprise risk reduction through unrivaled shearing capability.

Since 2022, we deployed an offshore robotic riser bolting tool on three of our ultra-deepwater drillships, improving our ability to deliver safe and efficient operations to our customers.

We believe our efforts to continuously improve, and effectively use, innovative technologies to meet or exceed our customers’ requirements is critical to maintaining our competitive position within the contract drilling services industry by ensuring the safety of our crews, drilling more efficient wells, building greater resilience into our critical operating systems and reducing fuel consumption and emissions.

Six drillships in our existing fleet are designed to accept 20,000 psi blowout preventers in the future.

In 2021, we deployed the industry’s first kinetic blowout stopper, a step-changing technology for well control that delivers unrivaled shearing capability.

This technology is currently deployed on two of our floaters and is being installed on a third floater.

In 2024, we deployed the rotary multi-tool pipe cleaner and wellbore protector on one harsh environment floater with two additional systems in progress.

Automated drilling platforms and robotics —We utilize technology, including artificial intelligence (“AI”) technologies, and employ a data-driven approach, augmented by the size of our fleet, to expand our knowledge framework for sustainable process optimization.

We supported the development of the Inteliwell™ drilling automation platform, which we have installed on one harsh environment floater and

one ultra-deepwater floater.

This end-to-end automation platform integrates automation sequences with digital well planning and smart well monitoring.

We also have six harsh environment floaters and two ultra-deepwater floaters equipped with an automated drilling control system.

Since 2022, we have deployed on three ultra-deepwater drillships an offshore robotics riser bolting system, which has handled over 3,000 riser joints without human intervention.

Automated safety and monitoring tools —We developed and, on eight of our drilling units, deployed our patented HaloGuard ℠ system, which is designed to alarm, notify and, if required, halt equipment to avoid injury to personnel who move into danger zones.

In 2020, we launched our smart equipment analytics tool, which delivers real-time data feeds from equipment to monitor equipment health, inferred emissions and energy consumption while identifying performance trends that allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and sustainability.

Ongoing efforts —We believe our efforts to continuously improve, and effectively use, innovative technologies to meet or exceed our customers’ requirements is critical to maintaining our competitive position within the contract drilling services industry by ensuring the safety of our crews, drilling more efficient wells, building greater resilience into our critical operating systems and reducing fuel consumption and emissions.

Joint Venture, Agency and Sponsorship Relationships and Other Investments

4 unchanged sentences

We may or may not control these partially owned companies.

At December 31, 2023, we held partial ownership interests in companies organized in Belgium, the Cayman Islands, the U.S., Norway, Canada and other countries.

At December 31, 2023, among other equity investments, we held noncontrolling equity ownership interests in (1) Global Sea Mineral Resources NV, an unconsolidated Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market, and (2) Orion, an unconsolidated Cayman Islands exempted company that owns the harsh environment semisubmersible Transocean Norge .

At December 31, 2024, we held partial ownership interests in companies organized in Belgium, the Cayman Islands, the U.S., Norway and other countries.

At December 31, 2024, among other equity investments, we held noncontrolling equity ownership interests in Global Sea Mineral Resources NV, an unconsolidated Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market.

Governmental Regulations

15 unchanged sentences

You may also find on our website information related to our corporate governance, board committees and company code of business conduct and ethics.

The SEC also maintains a website, www.sec.gov , which contains reports, proxy statements and other information regarding SEC

registrants, including us.

The SEC also maintains a website, www.sec.gov , which contains reports, proxy statements and other information regarding SEC registrants, including us.

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Integrity and any waiver from any provision of our Code of Integrity by posting such information in the Governance page on our website at www.deepwater.com .

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 1. Business