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 U.S. Securities Exchange Act of 1934 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, 2024. Internal control over financial reporting —There were no changes to our internal control over financial reporting during the quarter ended December 31, 2024 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 During the three months ended December 31, 2024, no director or officer of Transocean adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 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 2025 annual general meeting of shareholders, which will be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A under the U.S. Securities Exchange Act of 1934 within 120 days of December 31, 2024. Certain information with respect to our executive officers is set forth in Part I of this annual report under the caption “ Executive Leadership. ” ​ - 70 - Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Index to Financial Statements, Financial Statement Schedules and Exhibits (1) Index to Financial Statements 9 ​ ​ ​ Included in Part II of this report: ​ Page ​ Management’s Report on Internal Control Over Financial Reporting ​ 37 ​ Reports of Independent Registered Public Accounting Firm ( PCAOB ID 000 42 ) ​ 38 ​ Consolidated Statements of Operations ​ 41 ​ Consolidated Statements of Comprehensive Loss ​ 42 ​ Consolidated Balance Sheets ​ 43 ​ Consolidated Statements of Equity ​ 44 ​ Consolidated Statements of Cash Flows ​ 45 ​ Notes to Consolidated Financial Statements ​ 46 ​ Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the significance test. (2) Financial Statement Schedules Transocean Ltd. and Subsidiaries Schedule II—Valuation and Qualifying Accounts (in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 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 ​ ​ ​ $ 198 ​ ​ $ 199 ​ ​ $ 183 ​ Additions: charged to cost and expenses ​ ​ ​ ​ 7 ​ ​ ​ 6 ​ ​ ​ 16 ​ Additions: charged to other accounts ​ ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ Deductions ​ (a) ​ ​ ( 27 ) ​ ​ ​ ( 7 ) ​ ​ ​ — ​ Balance, end of period ​ ​ ​ $ 178 ​ ​ $ 198 ​ ​ $ 199 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance on deferred tax assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ​ ​ $ 1,884 ​ ​ $ 1,910 ​ ​ $ 1,820 ​ Additions: charged to cost and expenses ​ ​ ​ ​ 208 ​ ​ ​ — ​ ​ ​ 79 ​ Additions: charged to other accounts ​ (b) ​ ​ — ​ ​ ​ — ​ ​ ​ 11 ​ Deductions ​ (b) ​ ​ ( 3 ) ​ ​ ​ ( 26 ) ​ ​ ​ — ​ Balance, end of period ​ ​ ​ $ 2,089 ​ ​ $ 1,884 ​ ​ $ 1,910 ​ (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 . (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 June 28, 2024 - 71 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 3.2 ​ Organizational Regulations of Transocean Ltd., amended effective as of August 15, 2024 ​ Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on August 20, 2024 ​ 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 International 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. 001-38373) filed on February 26, 2021 ​ 4.3 ​ Credit Agreement, dated June 22, 2018, among Transocean International Limited, 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 International Limited, 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 International Limited, 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 International Limited 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 International Limited, 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) for the year ended December 31, 2019 ​ 4.3.5 ​ Fourth Amendment to Credit Agreement, dated November 30, 2020, among Transocean International Limited, the lenders and issuing banks parties thereto, Citibank, N.A., as administrative agent, and for the limited purposes set forth therein, certain of Transocean International Limited’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 International Limited, 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 International Limited’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 ​ 4.3.7 ​ Sixth Amendment to Credit Agreement, dated April 18, 2024, among Transocean International Limited, the lenders parties thereto, Citibank, N.A. as administrative agent and collateral agent, and for the limited purposes set forth therein, Transocean Ltd. and certain of Transocean International Limited’s subsidiaries ​ Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on April 18, 2024 ​ 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 International Limited 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 ​ 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 - 72 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 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 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 International Limited 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 International Limited and Wells Fargo Bank, National Association ​ Exhibit 4.36 to Transocean International Limited’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 International Limited and Wells Fargo Bank, National Association ​ Exhibit 4.37 to Transocean International Limited’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 International Limited 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 International Limited 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 International Limited 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 International Limited, 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 ​ Registration Rights Agreement, dated as of January 30, 2018, among Transocean Ltd., Transocean International Limited, 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 ​ 4.7.1 ​ Amendment to Registration Rights Agreement, dated as of August 14, 2020, by and among Transocean Ltd., Transocean International Limited 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 ​ 4.8 ​ 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 ​ 4.9 ​ Indenture, dated January 17, 2020, by and among Transocean International Limited, 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 ​ 4.10 ​ Indenture, dated as of September 30, 2022, by and among Transocean International Limited, 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 - 73 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 4.11 ​ Warrant Agreement, dated as of September 30, 2022, by and among Transocean International Limited, 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 ​ 4.12 ​ 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 ​ 4.12.1 ​ First Supplemental Indenture, dated as of May 8, 2024, 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. 001-138373) filed on May 8, 2024 ​ 4.13 ​ Indenture, dated as of January 31, 2023, among Transocean International Limited, 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 ​ 4.13.1 ​ First Supplemental Indenture, dated as of January 26, 2024, by and among Transocean International Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023 ​ Exhibit 4.16.1 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) for the year ended December 31, 2023 ​ 4.13.2 ​ Second Supplemental Indenture, dated as of May 30, 2024, by and among Transocean International Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of January 31, 2023 ​ Exhibit 4.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended June 30, 2024 ​ 4.14 ​ 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 ​ 4.14.1 ​ First Supplemental Indenture, dated as of March 18, 2024, by and among Transocean Aquila Limited, the Additional Guarantors, the Note Parties and Truist Bank, as trustee and collateral agent, supplementing the Indenture dated as of October 11, 2023 ​ Exhibit 4.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended March 31, 2024 ​ 4.15 ​ Indenture, dated as of April 18, 2024, by and among Transocean International Limited, 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 April 18, 2024 ​ 4.16 ​ Registration Rights Agreement dated June 28, 2024 by and among the Company and Hayfin ​ Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-38373) filed on June 28, 2024 ​ 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 ​ 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 † 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 22, 2024 † 10.4 ​ 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 † 10.5 ​ 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 † 10.6 ​ 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 † 10.7 ​ 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 † 10.8 ​ 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 10.9 ​ Form of Indemnification Agreement entered into between Transocean Ltd. and each of its Directors and Executive Officers ​ Exhibit 10.1 to Transocean International Limited’s Current Report on Form 8-K (Commission File No. 333-75899) filed on October 10, 2008 - 74 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location † 10.10 ​ 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 † 10.11 ​ 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 † 10.12 ​ 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 † 10.13 ​ 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 † 10.14 ​ 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 † 10.15 ​ Terms and Conditions of 2022 Executive Equity Awards ​ Exhibit 10.52 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) for the year ended December 31, 2021 † 10.16 ​ 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 † 10.17 ​ 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 † 10.18 ​ Terms and Conditions of 2024 Executive Equity Awards ​ Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended March 31, 2024 † 10.19 ​ Terms and Conditions of 2024 Executive Management Team Equity Awards ​ Exhibit 10.2 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-38373) for the quarter ended March 31, 2024 † 10.20 ​ Employment Agreement with Mr. Thad Vayda dated May 20, 2024 ​ Exhibit 10.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission No. 001-38373) filed on May 22, 2024 ​ 19 ​ Transocean Ltd. Insider Trading Policy ​ Filed herewith ​ 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 ​ Exhibit 97 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 001-38373) for the year ended December 31, 2023 ​ 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, 2024 and December 31, 2023; (ii) our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022; (iii) our consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022; (iv) our consolidated statements of equity for the years ended December 31, 2024, 2023 and 2022; (v) our consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022; and (vi) the notes to consolidated financial statements ​ Filed herewith - 75 - Table of Contents ​ ​ ​ ​ ​ ​ Number ​ Description Location ​ 104 ​ The cover page from our annual report on Form 10-K for the year ended December 31, 2024, 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 U.S. Securities and Exchange Commission 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 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 18, 2025. ​ ​ ​ ​ TRANSOCEAN LTD. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Robert Thaddeus Vayda ​ ​ Robert Thaddeus Vayda ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Jason Pack ​ ​ Jason Pack ​ ​ Senior Vice President and Chief Accounting Officer ​ ​ (Principal Accounting Officer) ​ - 76 - 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 18, 2025. ​ ​ ​ ​ 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/ Robert Thaddeus Vayda ​ Executive Vice President and Chief Financial Officer ​ Robert Thaddeus Vayda ​ (Principal Financial Officer) ​ ​ ​ ​ ​ /s/ Jason Pack ​ Senior Vice President and Chief Accounting Officer ​ Jason Pack ​ (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 ​ Margareth Øvrum ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ Jason Pack ​ ​ ​ (Attorney - in - Fact) ​ ​ ​ ​ ​ ​ ​ - 77 - Table of Contents ​ - 78 -