2020 Annual General Meeting
and Proxy Statement
2019 Annual Report
C
O
N
T
E
N
T
S
LETTER TO SHAREHOLDERS
NOTICE OF 2020 ANNUAL GENERAL MEETING AND PROXY STATEMENT
COMPENSATION REPORT
2019 ANNUAL REPORT TO SHAREHOLDERS
ABOUT TRANSOCEAN LTD.
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The
company specializes in technically demanding sectors of the global offshore drilling business with a particular
focus on ultra-deepwater and harsh environment drilling services, and believes that it operates one of the
most versatile offshore drilling fleets in the world. Transocean owns or has partial ownership interests in,
and operates a fleet of 45 mobile offshore drilling units consisting of 28 ultra-deepwater floaters, 14 harsh
environment floaters and three midwater floaters. In addition, Transocean is constructing two ultra-deepwater
drillships. Our shares are traded on the New York Stock Exchange under the symbol RIG.
The symbols in the map above represent the company’s global market presence as of the February 14, 2020 Fleet Status Report.
ABOUT THE COVER
The front cover features one of our harsh environment semisubmersibles, the Transocean Spitsbergen, the world’s first hybrid powered dynamically
positioned floating drilling unit.
FORWARD-LOOKING STATEMENTS
Any statements included in this Proxy Statement and 2019 Annual Report that are not historical facts, including, without limitation, statements
regarding future market trends and results of operations are forward-looking statements within the meaning of applicable securities law. Such
statements are subject to numerous risks and uncertainties beyond our control and our actual results may differ materially from our forward-
looking statements.
OUR GLOBAL MARKET PRESENCEMidwaterUltra-Deepwater28143Harsh Environment TO THE OWNERS OF OUR COMPANY:
As we approach our 2020 annual general meeting, we recognize the unprecedented challenges that the
worldwide COVID-19 crisis and the rapid and steep decline in oil prices have presented to the offshore drilling
industry. Without question, this is a pivotal time for Transocean – a time for unrivaled industry leadership.
Fortunately, we approach the days ahead with confidence, as we have demonstrated our ability to outperform
the competition in recent years, with 2019 being no exception.
We closed 2019 with many encouraging developments, including:
Despite intermittent fears of a global recession, Brent crude oil prices remained above $60/bbl for
most of 2019.
As an industry, we continued to realize sustainable efficiencies to safely reduce offshore project
costs and compress the time to first oil production, thereby improving offshore project economics
and increasing the number of commercially viable offshore programs.
Due to a number of challenges, including less favorable geology, accelerating decline rates, and
well spacing complications, production growth from North American shale activity appears to have
peaked in 2018. Shale growth noticeably slowed in 2019, and, even before oil production increases
by Russia and the Kingdom of Saudi Arabia, current expectations suggest that this trend will
continue as we move through 2020 and beyond.
These factors, and others, combined to enhance the attractiveness of offshore projects in our customers’
portfolios. In 2019, we observed a marked increase in customer demand, resulting in both an increase in the
number of contracts awarded, and a lengthening of duration per contract. Importantly, this increase in demand
was widespread, originating from private equity-backed E&P companies, to publicly traded independents, to
national oil companies, to the super-majors, and spanning the world, with heightened demand in the Gulf of
Mexico, Central America, Brazil, West Africa, Norway and Southeast Asia.
As a result, marketed floater utilization exited the year at 80 percent, a 500-basis point improvement from 2018.
Dayrates for harsh environment assets increased for the third consecutive year, with high-specification base
dayrates approaching U.S. $400,000 per day. Furthermore, ultra-deepwater rates improved 50 to 75 percent
above prior year levels and were poised to trend higher for drilling campaigns commencing in the second half
of 2020 and into 2021.
Unfortunately, with the global outbreak of COVID-19, coupled with decisions by Russia and the Kingdom of
Saudi Arabia to meaningfully increase oil production, we have witnessed a steep decline in oil prices to start
2020. This will likely delay offshore projects that were being contemplated when oil prices were closer to
$60/bbl. Still, we believe that our strategic business planning over the course of this downturn has positioned
us well to continue to outperform our peer group. With the offshore industry’s highest specification floating fleet,
and a steadfast focus on incident-free operations and superior well construction, we believe that we are best-
positioned to support our customers in the delivery of their operational and business objectives, which, over a
multi-year recovery in the offshore space, will ultimately translate into solid returns for our shareholders.
As we enter the next decade, we are proud of the resolve our employees have demonstrated as we have
confronted the challenges of the past five years. By any measure, we have delivered industry-leading results
throughout some of the most difficult days of the offshore drilling industry’s history. In 2019, we delivered the
highest Revenue, EBITDA and EBITDA Margins from a floating fleet among all offshore drilling contractors.
More importantly, we delivered these results while reducing our annual total recordable incident rate by 30
percent. We are, therefore, confident going forward that this team will continue to perform at peak levels
operationally that bolster our financial results.
LETTER TO SHAREHOLDERS
As part of Transocean’s Annual Report, we are pleased to recognize and thank the entire Transocean team,
as we summarize our accomplishments toward furthering our company’s strategic position. During the year:
We successfully deployed the world’s first hybrid energy storage system aboard a floating drilling
unit, Transocean Spitsbergen; another first in Transocean’s history of introducing revolutionary
technologies to the offshore drilling industry.
We commenced the installation of Automated Drilling Control (“ADC”) on five additional harsh
environment floaters currently on contract with Equinor, materially improving the safety and efficiency
with which we deliver our customers’ wells.
We completed the integration of Ocean Rig, recognizing the operational and cost synergies
anticipated from the transaction.
We successfully reactivated two of our newly acquired ultra-deepwater drillships, Deepwater
Corcovado and Deepwater Mykonos, both of which are now on multi-year term contracts with
Petrobras in Brazil. We also successfully reactivated GSF Development Driller III for a contract in
Equatorial Guinea and an upcoming campaign in Trinidad.
We took delivery of the high-specification harsh environment Transocean Norge, and immediately
placed her into operation in Norway.
We continued to strengthen our balance sheet and extend our liquidity runway through: a) multiple
timely and opportunistic financing transactions, b) exceptional operating performance throughout the
year, which resulted in strong uptime for our customers and revenue efficiency in excess of 97%,
and c) new contract awards, which added to our industry-leading backlog, and provide us with
unparalleled visibility to future cash flows.
OFFSHORE CONTRACT DRILLING BACKLOG
n
o
i
l
l
i
B
D
S
U
$12.0
$10.0
$8.0
$6.0
$4.0
$2.0
$0.0
RIG
SDRL
Maersk
VAL
NE
DO
ODL
PACDQ
As of Latest Company Filings
LETTER TO SHAREHOLDERS
AS WE ENTER 2020, WE WILL CONTINUE TO TAKE THE NECESSARY ACTIONS TO STRATEGICALLY
POSITION TRANSOCEAN TO OUTPERFORM OUR PEERS.
We continue to enhance our fleet of high-specification assets. Our fleet of 43 floaters is composed of the highest
specification assets in the ultra-deepwater and harsh environment markets. This includes 28 ultra-deepwater
floaters, 12 harsh environment floaters, and two ultra-deepwater drillships under construction, which include
the industry’s first 20,000 PSI ultra-deepwater drillship, the Deepwater Titan. This rig is scheduled for delivery
in 2021, at which time it will commence a five-year contract with Chevron in the U.S. Gulf of Mexico. While we
have strategically added to our fleet through both acquisitions and construction, we have also furthered the
high-grading of our fleet through the recycling of assets. Six older, less-competitive assets were removed from
our fleet in 2019, and we decided earlier in 2020 to remove the Polar Pioneer, Songa Dee, Sedco 714 and
Sedco 711 from our fleet. This brings the total number of floaters removed or in the process of removal from
our fleet to 57 since the start of the downturn. Additionally, we relinquished the rights to two newbuild ultra-
deepwater drillships as the remaining contractually required capital investment was prohibitive relative to the
current market.
While we will continue to evaluate our fleet, and consider opportunities to enhance it, we are pleased to have
assembled the largest and, more importantly, the highest specification ultra-deepwater and harsh environment
floater fleet in the industry.
TRANSOCEAN FLEET TRANSFORMATION
January 2014
March 2020*
15
34
~45%
UDW & HE
1
~98%
UDW & HE
41
42
UDW & HE FLOATERS
MID & DEEP WATER FLOATERS
HS JACKUPS
* Includes assets under construction
LETTER TO SHAREHOLDERS
WE CONTINUE THE ADVANCEMENT OF OFFSHORE DRILLING THROUGH TECHNOLOGY
During 2019, we introduced several new technologies, including ADC, Hybrid on-board Power Plant, Haloguard
and aShear. These technologies focus on the important aspects of drilling more efficient wells, ensuring the
safety of our crews and the protection of the environment, while improving rig reliability, and reducing fuel
consumption and emissions.
ADC modernizes the offshore well construction process by capturing real-time downhole data that
is processed via algorithms to make more efficient drilling decisions. This technology gives us a
deeper understanding of what is happening inside and around the wellbore during penetration,
enabling more instantaneous reactions during the drilling operation. Ultimately, this technology takes
us one step further in automating the well construction process and makes well construction safer,
faster, and more reliable.
Hybrid on-board Power is the first of its kind solution to reduce fuel consumption and emissions while
providing the safety of a secondary source of power in the event of a complete loss of functionality
of the rig’s engines, its primary power source. Our patented technology places battery reserves
onboard to directly support each thruster rather than relying on the traditional power distribution
system. The system also eliminates peak power demands on the diesel generators, allowing the
engines to run more efficiently, significantly reducing fuel consumption and emissions, thus
decreasing our carbon footprint. The first system was installed on the Transocean Spitsbergen, a
harsh environment semisubmersible operating offshore Norway. We believe this technology can be
implemented on many assets across our fleet.
Haloguard’s development focuses on protecting the most important assets on the rig, our people.
Even with well-trained employees, robust policies, and procedural discipline, it is possible for people
to unintentionally place themselves at risk around moving equipment. We have collaborated to pilot
Haloguard, incorporating multiple technologies to provide warnings, and if necessary, halt equipment
in the event personnel unintentionally come into close proximity with moving machinery.
aShear is a promising new technology that will provide a new level of blow out preventer (BOP)
safety never before available in our industry. Consisting of a pyrotechnic shear ram, aShear is
designed to cut across casing, joints, and/or tools in the wellbore and do it in a matter of milliseconds
following detection of an uncontrolled wellbore release. At its core, aShear will enable an operator
to seal a well instantaneously, thus controlling unexpected releases from the well. aShear is depth
agnostic, retrofittable to existing BOP stacks, and through the use of military grade initiation
technology, results in unparalleled reliability. aShear has been successfully tested offshore, and is
now nearing deployment into the offshore market.
Through the development and deployment of these technologies that drive improvements in personnel safety,
provide additional safeguards for our assets and the environments in which we operate, improve drilling
efficiency for our customers, and reduce our environmental footprint, Transocean continues to demonstrate its
commitment to leading the industry in both operational excellence and sustainability.
ESG IS ENTRENCHED IN OUR CORE VALUES AS A FOUNDATION FOR OUR CORPORATE CULTURE
In 2019, we published our sustainability report covering Transocean’s Environmental, Social and Governance
(ESG) program activities for 2017 and 2018. This report reflects our recognition of the responsibility to
continuously challenge the status quo, with a focus on ethically, safely and efficiently delivering incremental
value to our shareholders. With continued engagement throughout our entire organization, joint efforts with our
customers, and genuine concern for the communities and countries in which we work, we expect to be a leader
in the energy industry in the furtherance of this important objective.
LETTER TO SHAREHOLDERS
In addition, due to our geographically diverse operations, global footprint and international workforce, we
carefully assess and respond to various risks as they arise, including public health issues such as COVID-19.
There is no higher priority than the health and safety of our employees, customers, partners and communities,
and we will remain acutely focused on the proper management of these issues.
WITH 2019 NOW BEHIND US, WE LOOK FORWARD TO THE OPPORTUNITIES AND OVERCOMING THE
CHALLENGES OF 2020.
As we navigate the challenges associated with COVID-19 and the decline in oil price, we remain committed to
being prudent in our management of Transocean. We will continue the strategic management of our fleet, while
opportunistically de-risking our balance sheet and enhancing our liquidity position. This position will be
challenged in the near-term, as we take delivery of our final two newbuild ultra-deepwater drillships. Then we
expect it to materially improve at an accelerated rate as our newbuild capex obligations abate and these rigs
begin operating and generating significant cashflow. Meanwhile, we will continue to focus on operational
excellence, minimizing operational disruptions, including those caused by COVID-19, and remaining our
customer’s first choice for the most demanding and challenging offshore drilling operations across their vast
portfolios.
We thank you, our shareholders, on behalf of our entire team at Transocean, for your continued support and
trust. We look forward to fulfilling our leadership role in better meeting the world’s energy needs.
CHADWICK C. DEATON
Chair of the Board of
Directors
JEREMY D. THIGPEN
President and Chief Executive
Officer
March 30, 2020
CONTENTS
P-ii
P-iv
P-1
P-6
P-7
NOTICE TO SHAREHOLDERS
PROXY STATEMENT SUMMARY
INVITATION TO 2020 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
INFORMATION ABOUT THE MEETING AND VOTING
P-12 AGENDA ITEM 1. APPROVAL OF THE 2019 ANNUAL REPORT, INCLUDING THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR
2019 AND THE AUDITED STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN
LTD. FOR FISCAL YEAR 2019
P-13 AGENDA ITEM 2. DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE
EXECUTIVE MANAGEMENT TEAM FROM LIABILITY FOR ACTIVITIES DURING FISCAL
YEAR 2019
P-14 AGENDA ITEM 3. APPROPRIATION OF ACCUMULATED LOSS FOR FISCAL YEAR 2019
P-15 AGENDA ITEM 4. INCREASE IN TOTAL NUMBER OF SHARES AUTHORIZED FOR ISSUANCE
P-17 AGENDA ITEM 5. ELECTION OF 11 DIRECTORS, EACH FOR A TERM EXTENDING UNTIL COMPLETION
P-32 SKILLS & EXPERIENCE MATRIX FOR INDEPENDENT DIRECTORS
OF THE NEXT ANNUAL GENERAL MEETING
P-34 AGENDA ITEM 6. ELECTION OF THE CHAIR OF THE BOARD OF DIRECTORS FOR A TERM EXTENDING
UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-35 AGENDA ITEM 7. ELECTION OF THE MEMBERS OF THE COMPENSATION COMMITTEE, EACH FOR A
TERM EXTENDING UNTIL COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-36 AGENDA ITEM 8. REELECTION OF THE INDEPENDENT PROXY FOR A TERM EXTENDING UNTIL
COMPLETION OF THE NEXT ANNUAL GENERAL MEETING
P-37 AGENDA ITEM 9. APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2020 AND REELECTION
OF ERNST & YOUNG LTD, ZURICH, AS THE COMPANY’S AUDITOR FOR A FURTHER
ONE-YEAR TERM
P-39 AGENDA ITEM 10. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
P-41 AGENDA ITEM 11. PROSPECTIVE VOTES ON THE MAXIMUM COMPENSATION OF THE BOARD OF
DIRECTORS AND THE EXECUTIVE MANAGEMENT TEAM
P-47 AGENDA ITEM 12. APPROVAL OF AMENDMENT AND RESTATEMENT OF THE TRANSOCEAN LTD. 2015
LONG-TERM INCENTIVE PLAN
P-55 CORPORATE GOVERNANCE
P-62 BOARD MEETINGS AND COMMITTEES
P-69 2019 DIRECTOR COMPENSATION
P-70 AUDIT COMMITTEE REPORT
P-72 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
P-73 SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
P-74 COMPENSATION DISCUSSION AND ANALYSIS
P-98 COMPENSATION COMMITTEE REPORT
P-99 EXECUTIVE COMPENSATION
P-108 EQUITY COMPENSATION PLAN INFORMATION
P-109 OTHER MATTERS
A-1
B-1
APPENDIX A – NON-GAAP FINANCIAL INFORMATION
APPENDIX B – PROPOSED AMENDMENT AND RESTATEMENT OF TRANSOCEAN LTD. 2015 LONG-TERM
INCENTIVE PLAN
AN-1 ANNEX A – PROPOSED AMENDMENT TO ARTICLE 5 OF THE COMPANY’S ARTICLES OF ASSOCIATION
Transocean 2020 i Proxy Statement
NOTICE TO SHAREHOLDERS
The 2020 annual general meeting of the shareholders (the “2020 Annual General Meeting”) of Transocean Ltd.
(the “Company”) will be held:
9
WHEN
Thursday, May 7, 2020
6:30 p.m., Swiss time
WHERE
Transocean Ltd.
Turmstrasse 30
6312 Steinhausen, Switzerland
Information regarding the matters to be acted upon at the meeting is set forth in the attached invitation to the
2020 Annual General Meeting and the proxy statement, which is available at: www.deepwater.com by selecting
Financial Reports, Annual and Quarterly Reports in the dropdown of the Investors section.
At the 2020 Annual General Meeting, we will ask you to vote on the following items:
AGENDA
ITEM
DESCRIPTION
BOARD
RECOMMENDATION
FOR MORE
INFORMATION,
SEE PAGE
Approval of the 2019 Annual Report, Including the Audited
Consolidated Financial Statements of Transocean Ltd. for
Fiscal Year 2019 and the Audited Statutory Financial
Statements of Transocean Ltd. for Fiscal Year 2019
Discharge of the Members of the Board of Directors and
Executive Management Team from Liability for Activities
During Fiscal Year 2019
✓
FOR
✓
FOR
1
2
3
4
5
6
7
8
9
Appropriation of the Accumulated Loss for Fiscal Year 2019
Increase in Total Number of Shares Authorized for Issuance
Election of 11 Directors, Each for a Term Extending Until
Completion of the Next Annual General Meeting
Election of the Chair of the Board of Directors for a Term
Extending Until Completion of the Next Annual General
Meeting
Election of the Members of the Compensation Committee,
Each for a Term Extending Until Completion of the Next
Annual General Meeting
Reelection of the Independent Proxy for a Term Extending
Until Completion of the Next Annual General Meeting
Appointment of Ernst & Young LLP as the Company’s
Independent Registered Public Accounting Firm for
Fiscal Year 2020 and Reelection of Ernst & Young Ltd,
Zurich, as the Company’s Auditor for a Further One - Year
Term
FOR
FOR
FOR
✓
✓
✓
✓
FOR
P-34
✓
FOR
P-35
✓
✓
FOR
P-36
FOR
P-12
P-13
P-14
P-15
P-17
P-37
P-39
10
Advisory Vote to Approve Named Executive Officer
Compensation
✓
FOR
Transocean 2020 ii Proxy Statement
NOTICE TO SHAREHOLDERS
11
12
Prospective Votes on the Maximum Compensation of the
Board of Directors and the Executive Management Team
Approval of Amendment and Restatement of the
Transocean Ltd. 2015 Long-Term Incentive Plan
✓
✓
FOR
FOR
P-41
P-47
It is important that your shares be represented and voted at the meeting. If you are a shareholder registered in
our share register, you may submit voting instructions electronically over the internet, by telephone or, if you
request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed
with those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the
instructions provided by your bank, broker or nominee for submitting voting instructions, including whether you
may submit voting instructions by mail, telephone or over the internet.
Under rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to provide access to
our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy
Materials (the “Notice”) to our shareholders as of the close of business on March 2, 2020. All shareholders will
have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a
printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to
request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your
proxy over the internet, by telephone or via mail. If you receive the Notice, you will not receive a printed copy
of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described
in the proxy statement.
A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional
shareholders who are registered in our share register as shareholders with voting rights, or who become
beneficial owners through a nominee registered in our share register as a shareholder with voting rights, as of
the close of business on April 20, 2020, and who were not registered as of March 2, 2020. The Notice or proxy
statement and form of proxy, as appropriate, are first being mailed or sent, as appropriate, to shareholders on
or about March 30, 2020.
A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued
registered shares and trades on the New York Stock Exchange; however, unlike some Swiss incorporated
companies, share blocking and re - registration are not requirements for any shares of Transocean Ltd.
to be voted at the meeting, and all shares may be traded after the record date.
Thank you in advance for your vote.
Sincerely,
CHADWICK C. DEATON
Chair of the Board of
Directors
JEREMY D. THIGPEN
President and Chief Executive
Officer
March 30, 2020
Transocean 2020 iii Proxy Statement
PROXY STATEMENT SUMMARY
2019 ANNUAL GENERAL MEETING DETAILS
9
WHEN
Thursday, May 7, 2020
6:30 p.m., Swiss time
WHERE
Transocean Ltd.
Turmstrasse 30
6312 Steinhausen, Switzerland
RECORD DATE
April 20, 2020
BY PHONE
BY INTERNET
BY MAIL
VOTING
Registered
Holders
(shares are
registered in
your own
name)
On a touch - tone
Go to
telephone, call toll - free
+1 (800) 690 - 6903 24/7,
and follow the
instructions.
You will need the
12 - digit control number
that is included in the
voting instructions form
that is sent to you.
You will be able to
confirm that the
telephonic system has
properly recorded your
votes.
www.proxyvote.com
24/7, and follow the
instructions.
You will need the
12 - digit control number
that is included in the
voting instructions form
that is sent to you.
The internet system
allows you to confirm
that the system has
properly recorded your
voting instructions.
Beneficial
Owners
(shares are
held “in street
name” in a
stock
brokerage
account or by
a bank,
nominee or
other holder
of record)
On a touch - tone
Go to
telephone, call toll - free
+1 (800) 690 - 6903 24/7,
and follow the
instructions.
You will need the
12 - digit control number
that is included in the
voting instructions form
that is sent to you.
You will be able to
confirm that the
telephonic system has
properly recorded your
votes.
www.proxyvote.com
24/7, and follow the
instructions.
You will need the
12 - digit control number
that is included in the
voting instruction form
that is sent to you.
The internet system
allows you to confirm
that the system has
properly recorded your
voting instructions.
BY MOBILE
DEVICE
Scan the QR
code, which
can be found
on your voting
instructions
form that is
sent to you.
Scan the QR
code, which
can be found
on your voting
instructions
form that is
sent to you.
Complete, date,
sign and return
your proxy card
in the postage-
paid envelope.
Do not mail the
proxy card if you
are submitting
voting
instructions over
the internet.
Complete, date,
sign and return
your voting
information form.
Do not mail the
voting instruction
form if you are
submitting voting
instructions over
the internet or by
telephone.
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The
company specializes in technically demanding sectors of the global offshore drilling business with a particular
focus on deepwater and harsh environment drilling services, and believes that it operates the highest
specification floating offshore drilling fleet in the world.
Transocean 2020 iv Proxy Statement
PROXY STATEMENT SUMMARY
Transocean’s fleet of 43 mobile offshore drilling units consists of 28 ultra-deepwater floaters, 12 harsh
environment floaters, one midwater floater, and two ultra-deepwater drillships under construction.
With the offshore industry’s highest specification floating fleet, and a steadfast focus on incident-free operations
and superior well construction, we believe that we are best-positioned to support our customers in the delivery
of their operational and business objectives, which will ultimately translate into solid returns for our
shareholders.
As we enter the next decade, we are proud of the resolve our employees have demonstrated as we have
confronted the challenges of the past five years. By any measure, we have delivered industry-leading results
throughout the most difficult days of the offshore drilling industry’s history. In 2019, we delivered the highest
Revenue, EBITDA and EBITDA Margins from a floating fleet among all offshore drilling contractors. More
importantly, we delivered these results while reducing our annual total recordable incident rate by 30 percent.
We are, therefore, confident going forward that this team will continue to perform at peak levels operationally,
leading to improved financial results.
YOUR VOTE IS IMPORTANT
While shareholders will not attend the 2020 Annual General Meeting in person, as explained below, we
encourage you to vote as soon as possible.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2020 ANNUAL GENERAL MEETING TO BE HELD ON MAY 7, 2020
Our proxy statement and 2019 Annual Report are available at www.proxyvote.com or on our website
investor.deepwater.com under “Financial Reports ― Annual and Quarterly Reports.”
Shareholders registered in our share register on the record date have the right to vote their shares at the 2020
Annual General Meeting. Such shareholders may designate proxies to vote their shares by submitting their
proxy electronically over the internet, by telephone or, if they request that the proxy materials be mailed to them,
by completing, signing and returning the proxy card enclosed with those materials. Please review the voting
instructions in the proxy statement for each of these methods.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the
instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit
voting instructions by mail, telephone or over the internet.
All dollar figures in this proxy statement are in U.S. dollars unless otherwise denoted.
NOMINEES TO THE BOARD OF DIRECTORS
We are pleased to nominate a new candidate to the Board of Directors: Diane de Saint Vincent, who has over
30 years of experience across various industries and most recently served as General Counsel of ABB from
2007 to 2019.
Each of our director nominees has a proven record of success, high integrity, an appreciation for diversity, and
is committed to taking action to advance and increase the Company’s sustainability efforts.
During 2019, each of our current directors attended 100% of the Board of Directors’ meetings and committee
meetings on which he or she served during his or her elected term. Additional information regarding the
nominees for election is provided under Agenda Item 5.
Transocean 2020 v Proxy Statement
PROXY STATEMENT SUMMARY
DIRECTORS FOR ELECTION
DIRECTOR
SINCE
AGE
INDEPENDENT
AUDIT
COMPENSATION FINANCE
CORPORATE
GOVERNANCE
COMMITTEES
HEALTH,
SAFETY AND
ENVIRONMENTAL
OTHER
CURRENT
PUBLIC
COMPANY
BOARDS
✓
✓
✓
✓
✓
✓
✓
✓
Glyn A. Barker
Former Vice Chair-U.K.,
PwC LLP
66
2012
Vanessa C.L. Chang
Former Director and
Shareholder of EL &
EL Investments
Frederico F. Curado
CEO, Ultrapar S.A.
67
2012
58
2013
Chadwick C. Deaton
Former Executive
Chair and CEO, Baker
Hughes Incorporated
67
2012
63
2014
39
2013
43
2018
68
2008
Vincent J. Intrieri
Founder and CEO,
VDA Capital
Management LLC
Samuel J.
Merksamer
Partner, Caligan
Partners, L.P.
Frederik W. Mohn
Owner and Managing
Director, Perestroika;
former Director and
Chair, Songa Offshore
SE
Edward R. Muller
Former Chair and
CEO, GenOn
Energy, Inc.; former
Vice Chair, NRG
Energy, Inc.
Diane de Saint Victor
Company Secretary of
ABB Ltd, Switzerland
Tan Ek Kia
Former Chair, Shell
Northeast Asia
Jeremy D. Thigpen
President and CEO,
Transocean Ltd.
45
2015
65 Nominee ✓
71
2011 ✓
3
3
1
3
2
0
2
1
2
3
0
MEETINGS IN 2019: BOARD: 4
TOTAL NUMBER OF MEETINGS IN 2019: 28
8
4
4
4
4
Committee
Chair
Committee
Member
Audit Committee
financial expert (SEC
and NYSE)
✓
Independent, as determined by the
Board of Directors in accordance
with applicable rules and regulations
Transocean 2020 vi Proxy Statement
PROXY STATEMENT SUMMARY
SWISS MINDER ORDINANCE
Under the Swiss Ordinance Against Excessive Compensation At Public Companies (the “Minder Ordinance”)
and our Articles of Association, the authority to elect the Chair of the Board of Directors and the members of
the Compensation Committee is vested in the general meeting of shareholders. The Board of Directors
recommends that you elect Chadwick C. Deaton as Chair of the Board of Directors (Agenda Item 6) and Glyn
A. Barker, Samuel J. Merksamer and Tan Ek Kia as members of the Compensation Committee (Agenda Item 7)
to serve until completion of the 2021 annual general meeting of the shareholders (the “2021 Annual General
Meeting”). Note that under the Minder Ordinance and our Articles of Association, if any of these individuals
were to resign or there were vacancies in the office of the Chair or the Compensation Committee for other
reasons, the Board of Directors would have the authority to replace him or her with another member of the
Board of Directors for a term expiring at the next annual general meeting.
Pursuant to the Minder Ordinance, the Company is not permitted to appoint a corporate representative to act
as the proxy for purposes of voting at the 2020 Annual General Meeting. Swiss companies may only appoint
an independent proxy for these purposes. At the 2019 annual general meeting of the shareholders (the “2019
Annual General Meeting”), shareholders elected Schweiger Advokatur / Notariat to serve as our independent
proxy for a term extending until the completion of the 2020 Annual General Meeting. Agenda Item 8 asks that
you again elect this firm to act as the independent proxy for the 2021 Annual General Meeting and any
extraordinary general meeting of shareholders of the Company that may be held prior to the 2021 Annual
General Meeting.
The Minder Ordinance and our Articles of Association also require that the shareholders ratify the maximum
aggregate amount of compensation of the Board of Directors for the period between the 2020 Annual General
Meeting and the 2021 Annual General Meeting (Agenda Item 11A) and the maximum aggregate amount of
compensation of the Executive Management Team for fiscal year 2021 (Agenda Item 11B). The shareholder
vote is binding.
ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM
As part of our ongoing shareholder engagement program, our Board of Directors and Management team are
committed to meeting with our shareholders and incorporating their feedback into our decision-making
processes. In late 2019, we engaged with shareholders representing more than 25% of our outstanding shares
to discuss recent developments and to solicit investor feedback on our corporate governance, executive
compensation, and sustainability practices. In addition to these topics, we also discussed the robust
qualifications and capabilities of one of our independent directors, Mr. Curado, to address concerns regarding
his ability to serve effectively as an independent director in light of his external commitments. Participants in
some of the engagements included our Chief Executive Officer, Independent Chair, and Chair of the Corporate
Governance Committee, in addition to members of executive management. All feedback received has been
shared directly with the Board and has helped inform material governance, compensation and sustainability
considerations.
FEATURES OF EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program reflects our commitment to retain and attract highly qualified executives.
The elements of our program are designed to motivate our executives to achieve our overall business objectives
and create sustainable shareholder value in a cost - effective manner and reward our management team for
delivering superior financial, safety and operational performance, each of which is important to the long - term
success of the Company. We feel strongly that our executive compensation program includes features that
Transocean 2020 vii Proxy Statement
PROXY STATEMENT SUMMARY
align the interests of our senior management with those of our shareholders and excludes features that may
result in misalignment.
WHAT WE DO
WHAT WE DON’T DO
✓ Conduct an annual review of our compensation
Allow our executives to hedge, sell short or
strategy, including a review of our
compensation-related risk profile
✓ Mandate meaningful share ownership
requirements for our executives
✓ Maintain a clawback policy that allows for the
forfeiture, recovery or adjustment of incentive
compensation (cash and equity)
✓ Base annual and long-term incentive payments
on quantitative, formulaic metrics
✓ Maintain compensation plans that are weighted
significantly toward variable pay to align our
executive compensation with long-term
shareholder interests
✓ Link long-term incentive compensation to
relative performance metrics to motivate strong
performance
✓ Deliver at least 50% of long-term incentives in
performance-based awards
✓ Retain an independent consultant who is,
retained by and reports only to, our
Compensation Committee (not management)
✓ Maintain double trigger change-in-control
provisions
hold derivative instruments tied to our shares
(other than derivative instruments issued by
us)
Allow our executives or directors to pledge
Company shares
Have pre-arranged individual severance
agreements or special change-in-control
compensation agreements with any Executive
Officers; however, to the extent permitted
under Swiss law, our executives are eligible for
severance and change-in-control provisions
pursuant to our policies, in exchange for
covenants that protect the Company
Provide gross-ups for severance payments
Guarantee salary increases, non-performance
based bonuses or unrestricted equity
compensation
Provide any payments or reimbursements for
tax equalization
Pay dividend equivalents on performance-
based equity that has not vested
Offer executive perquisites
Transocean 2020 viii Proxy Statement
INVITATION TO 2020 ANNUAL GENERAL
MEETING OF TRANSOCEAN LTD.
9
WHEN
Thursday, May 7, 2020
6:30 p.m., Swiss time
WHERE
Transocean Ltd.
Turmstrasse 30
6312 Steinhausen, Switzerland
AGENDA ITEMS
ITEM
DESCRIPTION
PROPOSAL OF THE BOARD OF DIRECTORS
1
2
3
4
5
BOARD
RECOMMENDATION
✓ FOR
✓ FOR
✓ FOR
The Board of Directors proposes that the 2019 Annual
Report, including the audited consolidated financial
statements for the year ended December 31
(“fiscal year”) 2019, and the audited statutory financial
statements for fiscal year 2019, be approved.
Approval of the 2019 Annual
Report, Including the
Audited Consolidated
Financial Statements of
Transocean Ltd. for
Fiscal Year 2019 and the
Audited Statutory Financial
Statements of
Transocean Ltd. for
Fiscal Year 2019.
Discharge of the Members of
the Board of Directors and
the Executive Management
Team from Liability for
Activities During Fiscal Year
2019.
The Board of Directors proposes that the members of
the Board of Directors and Messrs. Jeremy D.
Thigpen, Mark L. Mey, Keelan I. Adamson, who served
as members of our Executive Management Team in
2019, be discharged from liability for activities during
fiscal year 2019.
Appropriation of
Accumulated Loss for
Fiscal Year 2019.
The Board of Directors proposes that the accumulated
loss of the Company be carried forward.
APPROPRIATION OF
ACCUMULATED LOSS
Balance brought forward from
previous years
Net loss of the year
Total accumulated loss
APPROPRIATION OF
ACCUMULATED LOSS
Balance to be carried forward
on this account
IN CHF
THOUSANDS
(5,896,213)
(1,378,613)
(7,274,826)
(7,274,826)
Increase in Total Number of
Shares Authorized for
Issuance.
The Board of Directors proposes to increase the total
number of shares that may be issued using the
Company’s authorized share capital to a maximum of
184,974,503 shares, with such authorization expiring
on May 7, 2022.
Election of 11 Directors,
Each for a Term Extending
Until Completion of the Next
Annual General Meeting.
The Board of Directors proposes that the following
candidates be elected to the Board of Directors, each
for a term extending until completion of the next
annual general meeting.
✓ FOR
✓ FOR
Transocean 2020 P-1 Proxy Statement
INVITATION TO 2020 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
ITEM
DESCRIPTION
BOARD
RECOMMENDATION
PROPOSAL OF THE BOARD OF DIRECTORS
5A Election of Glyn A. Barker as a director.
5B Election of Vanessa C.L. Chang as a director.
5C Election of Frederico F. Curado as a director.
5D Election of Chadwick C. Deaton as a director.
5E Election of Vincent J. Intrieri as a director.
5F Election of Samuel J. Merksamer as a director.
5G Election of Frederik W. Mohn as a director.
5H Election of Edward R. Muller as a director.
5I Election of Diane de Saint Victor as a director.
5J Election of Tan Ek Kia as a director.
5K Election of Jeremy D. Thigpen as a director.
6
7
8
9
Election of the Chair of the
Board of Directors for a
Term Extending Until
Completion of the Next
Annual General Meeting.
The Board of Directors proposes that Chadwick C.
Deaton be elected as the Chair of the Board of
Directors for a term extending until completion of the
next annual general meeting, subject to his reelection
as a member of the Board of Directors.
Election of the Members of
the Compensation
Committee, Each for a Term
Extending Until Completion
of the Next Annual General
Meeting.
Reelection of the
Independent Proxy for a
Term Extending Until
Completion of the Next
Annual General Meeting.
Appointment of Ernst &
Young LLP as the
Company’s Independent
Registered Public
Accounting Firm for
Fiscal Year 2020 and
Reelection of Ernst &
Young Ltd, Zurich, as the
Company’s Auditor for a
Further One - Year Term.
The Board of Directors proposes that the following
three candidates be elected as members of the
Compensation Committee, each for a term extending
until completion of the next annual general meeting,
subject in each case to such candidate’s reelection as
a member of the Board of Directors:
7A Election of Glyn A. Barker as a member of the
Compensation Committee.
7B Election of Samuel J. Merksamer as a member
of the Compensation Committee.
7C Election of Tan Ek Kia as a member of the
Compensation Committee.
The Board of Directors proposes that Schweiger
Advokatur / Notariat be reelected to serve as
independent proxy at (and until completion of) the
2021 Annual General Meeting and at any extraordinary
general meeting of shareholders of the Company that
may be held prior to the 2021 Annual General Meeting.
The Board of Directors proposes that Ernst &
Young LLP be appointed as the Company’s
independent registered public accounting firm for
fiscal year 2020 and that Ernst & Young Ltd, Zurich, be
reelected as the Company’s auditor pursuant to the
Swiss Code of Obligations for a further one - year term,
commencing on the date of the 2020 Annual General
Meeting and terminating on the date of the 2021
Annual General Meeting.
✓ FOR
✓ FOR
each nominee
✓ FOR
✓ FOR
Transocean 2020 P-2 Proxy Statement
INVITATION TO 2020 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
ITEM
10
DESCRIPTION
Advisory Vote to Approve
Named Executive Officer
Compensation for Fiscal
Year 2020.
BOARD
RECOMMENDATION
✓ FOR
PROPOSAL OF THE BOARD OF DIRECTORS
Pursuant to Section 14A of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), shareholders are entitled to cast an advisory
vote on the Company’s executive compensation
program for the Company’s Named Executive Officers.
Detailed information regarding the Company’s
compensation program for its Named Executive
Officers is set forth in the Compensation Discussion
and Analysis, the accompanying compensation tables
and the related narrative disclosure in this proxy
statement. The Board of Directors believes the
Company’s compensation program is designed to
reward performance that creates long term value for
the Company’s shareholders. The Board of Directors
has proposed a resolution that provides shareholders
with the opportunity to endorse or not endorse the
Company’s Named Executive Officer compensation
program as described in the proxy statement for the
Company’s 2020 Annual General Meeting.
11
Prospective Vote on the
Maximum Compensation of
the Board of Directors and
the Executive Management
Team.
11A Ratification of the Maximum
Aggregate Amount of
Compensation of the Board
of Directors for the Period
Between the 2020 Annual
General Meeting and the
2021 Annual General
Meeting.
11B Ratification of the Maximum
Aggregate Amount of
Compensation of the
Executive Management
Team for Fiscal Year 2021.
12
Approval of Amendment and
Restatement of the
Transocean Ltd. 2015 Long-
Term Incentive Plan
The Board of Directors proposes that the shareholders
ratify an amount of U.S. $4,121,000 as the maximum
aggregate amount of compensation of the Board of
Directors for the period between the 2020 Annual
General Meeting and the 2021 Annual General
Meeting.
The Board of Directors proposes that the shareholders
ratify an amount of U.S. $24,000,000 as the maximum
aggregate amount of compensation of the Executive
Management Team for fiscal year 2021.
The Board of Directors proposes that the shareholders
approve an amendment to the Transocean Ltd. 2015
Long-Term Incentive Plan for additional reserves in the
aggregate amount of 30,000,000 shares issuable
pursuant to the Transocean Ltd. 2015 Long-Term
Incentive Plan, as amended (“2015 LTIP”), which was
originally approved by shareholders on May 15, 2015.
✓ FOR
✓ FOR
✓ FOR
Transocean 2020 P-3 Proxy Statement
INVITATION TO 2020 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
ORGANIZATIONAL MATTERS
A copy of the Notice is being sent to each shareholder registered in Transocean Ltd.’s share register as of the
close of business on March 2, 2020. Any additional shareholders who are registered in Transocean Ltd.’s share
register as of the close of business on April 20, 2020, will receive after that date a copy of the proxy materials,
including a proxy card. Shareholders not registered in Transocean Ltd.’s share register as of April 20, 2020,
will not be entitled to vote or grant proxies to vote at the 2020 Annual General Meeting. While no shareholder
will be entered in Transocean Ltd.’s share register as a shareholder with voting rights between the close of
business on April 20, 2020, and the opening of business on the day following the 2020 Annual General Meeting,
share blocking and re - registration are not requirements for any shares of Transocean Ltd. to be voted
at the meeting, and all shares may be traded after the record date. Computershare, which maintains
Transocean Ltd.’s share register, will continue to register transfers of Transocean Ltd. shares in the share
register in its capacity as transfer agent during this period.
Shareholders registered in Transocean Ltd.’s share register as of April 20, 2020, have the right to vote their
shares at the 2020 Annual General Meeting, or may grant a proxy to vote on each of the proposals in this
invitation and any modification to any agenda item or proposal identified in this invitation or other matter on
which voting is permissible under Swiss law and which is properly presented at the 2020 Annual General
Meeting for consideration. Such shareholders may designate proxies to vote their shares electronically over
the internet, by telephone or, if they request that the proxy materials be mailed to them, by completing, signing
and returning the proxy card enclosed with those materials at the 2020 Annual General Meeting.
We urge you to submit your voting instructions electronically over the internet or return the proxy card as soon
as possible. All electronic voting instructions or proxy cards must be received no later than 11:59 p.m. Eastern
Daylight Time on Wednesday, May 6, 2020 (5:59 a.m. Swiss time on Thursday, May 7, 2020) unless extended
by the Company.
If you have timely submitted electronic voting instructions, telephone instructions or a properly executed proxy
card, your shares will be voted by the independent proxy in accordance with your instructions. Holders of
shares who have timely submitted their proxy, but have not specifically indicated how to vote their
shares, will be deemed to have instructed the independent proxy to vote in accordance with the
recommendations of the Board of Directors with regard to the items listed in the notice of meeting. If
any modifications to agenda items or proposals identified in this invitation or other matters on which
voting is permissible under Swiss law are properly presented at the 2020 Annual General Meeting for
consideration, you will be deemed to have instructed the independent proxy, in the absence of other
specific instructions, to vote in accordance with the recommendations of the Board of Directors.
As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other
matters proposed to come before the 2020 Annual General Meeting.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the
instructions provided by their bank, broker or nominee for voting their shares, including whether they may submit
voting instructions by mail, telephone or over the internet.
Shareholders may grant proxies to any third party. Such third party need not be a shareholder.
Information concerning the 2020 Annual General Meeting can be obtained by contacting:
OUR
CORPORATE
SECRETARY
AT OUR
REGISTERED
OFFICE
Transocean Ltd.
Attention: Corporate Secretary
Turmstrasse 30
6312 Steinhausen, Switzerland
INVESTOR
RELATIONS AT
OUR OFFICES
IN THE UNITED
STATES
Transocean Ltd.
Attention: Investor Relations
1414 Enclave Parkway
Houston, Texas 77077
USA
Transocean 2020 P-4 Proxy Statement
INVITATION TO 2020 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
TELEPHONE
NUMBER
+41 (41) 749-0500
TELEPHONE
NUMBER
+1 (713) 232 - 7500
ANNUAL REPORT, CONSOLIDATED FINANCIAL STATEMENTS, STATUTORY
FINANCIAL STATEMENTS
A copy of the 2019 Annual Report (including the consolidated financial statements for fiscal year 2019, the
statutory financial statements of Transocean Ltd. for fiscal year 2019 and the audit reports on such consolidated
and statutory financial statements) and the 2019 Swiss Compensation Report is available for physical
inspection at our registered office:
Transocean Ltd.
Turmstrasse 30
6312 Steinhausen, Switzerland
Copies of these materials may be obtained without charge by contacting:
OUR
CORPORATE
SECRETARY
AT OUR
REGISTERED
OFFICE
Transocean Ltd.
Attention: Corporate Secretary
Turmstrasse 30
6312 Steinhausen, Switzerland
INVESTOR
RELATIONS AT
OUR OFFICES
IN THE UNITED
STATES
Transocean Ltd.
Attention: Investor Relations
1414 Enclave Parkway
Houston, Texas 77077
USA
TELEPHONE
NUMBER
+41 (41) 749-0500
TELEPHONE
NUMBER
+1 (713) 232 - 7500
On behalf of the Board of Directors,
CHADWICK C. DEATON
Chair of the Board of Directors
Steinhausen, Switzerland
March 30, 2020
Transocean 2020 P-5 Proxy Statement
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
YOUR VOTE IS IMPORTANT
You may designate a proxy to vote your shares by submitting your voting instructions electronically over the
internet, by calling the toll-free number or, if you requested a printed copy of the proxy materials, by
completing, signing and returning by mail the proxy card you will receive in response to your request. Please
review the instructions in the Notice of Internet Availability of Proxy Materials and the proxy statement.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the
instructions provided by their bank, broker or nominee for voting their shares, including whether they may
submit voting instructions by mail, telephone or over the internet.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2020 ANNUAL GENERAL MEETING TO BE HELD ON MAY 7, 2020
Our proxy statement and 2019 Annual Report are available at www.proxyvote.com or on our website
investor.deepwater.com under “Financial Reports ― Annual and Quarterly Reports.”
Transocean 2020 P-6 Proxy Statement
PROXY STATEMENT
9
WHEN
Thursday, May 7, 2020
6:30 p.m., Swiss time
WHERE
Transocean Ltd.
Turmstrasse 30
6312 Steinhausen, Switzerland
RECORD DATE
April 20, 2020
INFORMATION ABOUT THE MEETING AND VOTING
This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of
the Board of Directors, to be voted at our 2020 Annual General Meeting to be held on May 7, 2020 at 6:30 p.m.,
Swiss time, at the offices of Transocean Ltd. at Turmstrasse 30, 6312 Steinhausen, Switzerland. The Notice or
proxy statement and form of proxy, as appropriate, are first being mailed to shareholders on or about March 30,
2020.
RECORD DATE
Only shareholders of record on April 20, 2020, are entitled to notice of and to vote or to grant proxies to vote
at, the 2020 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with
voting rights between the close of business on April 20, 2020, and the opening of business on the day following
the 2020 Annual General Meeting.
While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights
between the close of business on April 20, 2020, and the opening of business on the day following the 2020
Annual General Meeting, share blocking and re - registration are not requirements for any shares of
Transocean Ltd. to be voted at the meeting, and all shares may be traded after the record date.
Computershare, which maintains Transocean Ltd.’s share register, will continue to register transfers of
Transocean Ltd. shares in the share register in its capacity as transfer agent during this period.
QUORUM
Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a
majority of all the shares entitled to vote at the time the meeting proceeds to business constitutes a quorum for
purposes of convening the 2020 Annual General Meeting and voting on all of the matters described in the notice
of meeting. Abstentions and “broker non - votes” will be counted as present for purposes of determining whether
the relevant quorums at the meeting are satisfied, so long as the broker has discretion to vote the shares on at
least one matter before the 2020 Annual General Meeting.
Transocean 2020 P-7 Proxy Statement
VOTES REQUIRED
The following table sets forth the applicable vote standard required to pass each enumerated agenda item:
AGENDA
ITEM
1
2
3
4
5
6
7
8
9
10
11
12
DESCRIPTION
Approval of the 2019 Annual Report, Including the
Audited Consolidated Financial Statements and Audited
Statutory Financial Statements for Fiscal Year 2019 of
Transocean Ltd.
Discharge of the Members of the Board of Directors and
Executive Management Team from Liability for Activities
During Fiscal Year 2019
Appropriation of the Accumulated Loss
Increase in Total Number of Shares Authorized for
Issuance
Election of 11 Directors
Election of Chair of the Board of Directors
Election of Members of the Compensation Committee
Reelection of Independent Proxy
Appointment of Ernst & Young as Independent Auditor
Advisory Vote to Approve Named Executive Officer
Compensation
Prospective Votes on the Maximum Compensation of the
Board of Directors and the Executive Management Team
RELATIVE
MAJORITY(1)
TWO-
THIRDS
MAJORITY
PLURALITY OF
VOTES
✓
✓(2)
✓
✓
✓
✓(6)
✓
✓(3)
✓(4)(5)
✓(4)
✓(4)
Approval of Amendment and Restatement of the
Transocean Ltd. 2015 Long-Term Incentive Plan
✓
(1) Affirmative vote of a simple majority of the votes cast at the 2020 Annual General Meeting on the applicable agenda item. Abstentions,
broker non - votes (if any) or blank or invalid ballots are not counted for such purposes and shall have no impact on the approval of
such agenda item.
(2) Affirmative vote of a simple majority of the votes cast at the 2020 Annual General Meeting on the applicable agenda item. Shares
held by members of the Board of Directors and members of the Company’s Executive Management Team are not entitled to vote on
this matter and are not counted for this agenda item. Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted
for such purposes and shall have no impact on the approval of such agenda item.
(3) The affirmative vote of at least two-thirds of the shares represented at the 2020 Annual General Meeting and entitled to vote on that
agenda item. An abstention, blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.
(4) Affirmative vote of a plurality of the votes cast at the 2020 Annual General Meeting. The plurality requirement means that the nominee
who receives the largest number of votes for a position as a director, or the Chair or a position on the Compensation Committee, as
applicable, is elected to that position. Only votes “FOR” are counted in determining whether a plurality has been cast in favor of a
nominee. Abstentions, broker non - votes, blank or invalid ballots are not counted for such purposes and shall have no impact on the
election of such nominees. As described later in this proxy statement, our Corporate Governance Guidelines set forth our procedures
if a nominee for director is elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.
(5) Even if a nominee receives a plurality of votes that nominee may not ultimately serve as a director if the nominee does not receive
more votes cast “FOR” than “AGAINST” the nominee’s election, and the Company’s Board of Directors accepts the resignation of the
nominee pursuant to the Company’s majority vote policy, as described later in this proxy statement.
(6) The proposal is an advisory vote; as such, the vote is not binding on the Company.
Transocean 2020 P-8 Proxy Statement
PROXY STATEMENT | INFORMATION ABOUT THE MEETING AND VOTING
OUTSTANDING SHARES
As of March 10, 2020, there were 614,531,889 Transocean Ltd. shares outstanding, which exclude 3,438,636
that are held by the Company or our subsidiaries. Only registered holders of our shares on April 20, 2020, the
record date established for the 2020 Annual General Meeting, are entitled to notice of and to vote at the
meeting. Holders of shares on the record date are entitled to one vote for each share held.
VOTING PROCEDURES
A copy of the Notice of Internet Availability of Proxy Materials is being sent to each shareholder registered in
Transocean Ltd.’s share register as of the close of business on March 2, 2020. Any additional shareholders
who are registered in Transocean Ltd.’s share register as of the close of business on April 20, 2020, but who
were not registered in the share register as of March 2, 2020, will receive a copy of the proxy materials, including
a proxy card, after April 20, 2020. Shareholders not registered in Transocean Ltd.’s share register as of April 20,
2020, will not be entitled to vote or grant proxies to vote at, the 2020 Annual General Meeting.
If you are registered as a shareholder in Transocean Ltd.’s share register as of April 20, 2020, or if you hold
shares of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the
proposals and any modification to any of the proposals or other matter on which voting is permissible under
Swiss law and which is properly presented at the meeting for consideration in one of the following ways:
BY INTERNET
Go to www.proxyvote.com 24 hours a day, seven days a week, and follow the instructions. You will
need the 12 - digit control number that is included in the Notice, proxy card or voting instructions form
that is sent to you. The internet system allows you to confirm that the system has properly recorded
your voting instructions. This method of submitting voting instructions will be available up until
11:59 p.m. Eastern Daylight Time on Wednesday, May 6, 2020 (5:59 a.m. Swiss time on Thursday,
May 7, 2020) unless extended by the Company.
BY TELEPHONE
On a touch - tone telephone, call toll - free +1 (800) 690 - 6903, 24 hours a day, seven days a week, and
follow the instructions. You will need the 12 - digit control number that is included in the Notice, proxy
card or voting instructions form that is sent to you. As with the internet system, you will be able to
confirm that the telephonic system has properly recorded your votes. This method of submitting
voting instructions will be available up until 11:59 p.m. Eastern Daylight Time on Wednesday, May 6,
2020 (5:59 a.m. Swiss time on Thursday, May 7, 2020) unless extended by the Company. If you are
a holder of record, you cannot vote by telephone.
BY MAIL
Mark, date and sign your proxy card exactly as your name appears on the card and return it by mail
to:
Transocean 2020 P-9 Proxy Statement
Transocean 2020 AGM
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
USA
or
Transocean 2020 AGM
Vote Processing
Schweiger Advokatur / Notariat
Dammstrasse 19
6300 Zug
Switzerland
All proxy cards must be received no later than 11:59 p.m. Eastern Daylight Time on
Wednesday, May 6, 2020 (5:59 a.m. Swiss time on Thursday, May 7, 2020) unless
extended by the Company. Do not mail the proxy card or voting instruction form if you
are submitting voting instructions over the internet or by telephone.
YOUR VOTE IS IMPORTANT.
We encourage you to submit your voting instructions over the internet or by mail prior to the meeting.
If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions
provided by your bank, broker or nominee for voting your shares, including whether you may submit voting
instructions by mail, telephone or over the internet.
Many of our shareholders hold their shares in more than one account and may receive more than one Notice.
To ensure that all of your shares are represented at the 2020 Annual General Meeting, please submit your
voting instructions for each account.
Under New York Stock Exchange (“NYSE”) rules, brokers who hold shares in street name for customers, such
that the shares are registered on the books of the Company as being held by the brokers, have the authority to
vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded
from exercising their voting discretion with respect to proposals for “non - routine” matters. Proxies submitted by
brokers without instructions from customers for these non - routine or contested matters are referred to as
“broker non - votes.” The following matters are non - routine matters under NYSE rules:
AGENDA ITEM
DESCRIPTION
2
5
6
7
10
11A
11B
12
Discharge of the Members of the Board of Directors and the Executive Management Team
from Liability for Activities During Fiscal Year 2019
Election of 11 Directors
Election of the Chair of the Board of Directors
Election of the Members of the Compensation Committee
Advisory Vote to Approve Named Executive Officer Compensation
Ratification of the Maximum Aggregate Compensation of the Board of Directors for the Period
Between the 2020 Annual General Meeting and the 2021 Annual General Meeting
Ratification of the Maximum Aggregate Compensation of the Executive Management Team
for Fiscal Year 2021
Approval of Amendment and Restatement of the Transocean Ltd. 2015 Long-Term Incentive
Plan
If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items
set forth above and may not be able to vote your shares on other matters at the 2020 Annual General Meeting
unless the broker receives appropriate instructions from you. We recommend that you contact your broker to
exercise your right to vote your shares.
If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your
shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely
submitted their proxy but have not specifically indicated how to vote their shares will be deemed to have
Transocean 2020 P-10 Proxy Statement
PROXY STATEMENT | INFORMATION ABOUT THE MEETING AND VOTING
instructed the independent proxy to vote in accordance with the recommendations of the Board of Directors
with regard to the items listed in the notice of meeting.
If any modifications to agenda items or proposals identified in this invitation or other matters on which
voting is permissible under Swiss law are properly presented at the 2020 Annual General Meeting for
consideration, you will be deemed to have instructed the independent proxy, in the absence of other
specific instructions, to vote in accordance with the recommendations of the Board of Directors.
As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other
matters to come before the 2020 Annual General Meeting.
You may revoke your proxy card at any time prior to its exercise by taking one of the following actions:
submitting a properly completed and executed proxy card with a later date and timely delivering it
either directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses
indicated below
giving written notice of the revocation prior to the meeting to:
Transocean 2020 AGM
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
USA
Or
Transocean 2020 AGM
Vote Processing
Schweiger Advokatur / Notariat
Dammstrasse 19
6300 Zug
Switzerland
If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions
provided by your bank, broker or nominee in revoking your previously granted proxy.
Shareholders may grant proxies to any third party. Such third party need not be a shareholder.
Due to the extraordinary situation in connection with the COVID-19 pandemic, the 2020 Annual General
Meeting will not take place in the usual format. In accordance with the Swiss Federal Council Ordinance on
Measures to Combat the Coronavirus (the "COVID-19 Ordinance"), shareholders will not be permitted to attend
the meeting in person. Shareholders and beneficial owners of our shares must therefore exercise their voting
rights only by voting by internet, telephone or mail, as described above, or by giving a proxy card voting
instructions to the independent proxy or its substitute, as further described in this proxy statement. We look
forward to welcoming shareholders in person at general meetings of shareholders that take place following the
2020 Annual General Meeting, consistent with our long-standing practice.
References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its
subsidiaries and predecessors, unless the context requires otherwise.
Transocean 2020 P-11 Proxy Statement
AGENDA ITEM 1
the 2019 Annual Report,
the Audited
Approval of
Consolidated Financial Statements of Transocean Ltd. for Fiscal Year
2019 and
the Audited Statutory Financial Statements of
Transocean Ltd. for Fiscal Year 2019
Including
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the 2019 Annual Report, including the audited consolidated financial
statements of Transocean Ltd. for fiscal year 2019 and the audited statutory financial statements of
Transocean Ltd. for fiscal year 2019, be approved.
EXPLANATION
The audited consolidated financial statements of Transocean Ltd. for fiscal year 2019 and the audited Swiss
statutory financial statements of Transocean Ltd. for fiscal year 2019 are contained in the 2019 Annual Report,
which, along with this proxy statement, are available at: www.deepwater.com by selecting Financial Reports,
Annual and Quarterly Reports in the Investors section dropdown. In addition, these materials will be available
for physical inspection at
Transocean Ltd.’s registered office
Turmstrasse 30
6312 Steinhausen, Switzerland
The 2019 Annual Report also contains information on the Company’s business activities and the Company’s
business and financial situation, and the reports of Ernst & Young Ltd, Zurich, the Company’s auditors pursuant
to the Swiss Code of Obligations, on the Company’s consolidated financial statements for fiscal year 2019 and
statutory financial statements for fiscal year 2019. In its reports, Ernst & Young Ltd recommended without
qualification that the Company’s consolidated financial statements and statutory financial statements for
the year ended December 31, 2019, be approved. Ernst & Young Ltd expresses its opinion that the
“consolidated financial statements for the years ended December 31, 2019 and 2018, present fairly in all
material respects the consolidated financial position of Transocean Ltd. and subsidiaries at December 31, 2019
and 2018, and the consolidated results of operations and cash flows for each of the three years in the period
ended December 31, 2019, in accordance with accounting principles generally accepted in the United States
and comply with Swiss law.” Ernst & Young Ltd further expresses its opinion and confirms that the statutory
financial statements for fiscal year 2019 comply with Swiss law and the Articles of Association of the Company.
Under Swiss law, the annual report, the consolidated financial statements and Swiss statutory financial
statements must be submitted to shareholders for approval at each annual general meeting.
If the shareholders do not approve this proposal, the Board of Directors may call an extraordinary general
meeting of shareholders for reconsideration of this proposal by shareholders.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 1.
Transocean 2020 P-12 Proxy Statement
AGENDA ITEM 2
Discharge of the Members of the Board of Directors and the Executive
Management Team from Liability for Activities During Fiscal Year
2019
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the members of the Board of Directors and Messrs. Jeremy D. Thigpen,
Mark L. Mey, and Keelan I. Adamson, who served as members of our Executive Management Team in 2019,
be discharged from liability for activities during fiscal year 2019.
EXPLANATION
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to discharge the members of the Board of Directors and our
Executive Management Team from liability for their activities during the past fiscal year.
Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed
to shareholders (including through any publicly available information, whether or not included in our filings with
the SEC) and only binds shareholders who either voted in favor of the proposal or who subsequently acquired
shares with knowledge that the shareholders have approved this proposal. In addition, shareholders who vote
against this proposal, abstain from voting on this proposal, do not vote on this proposal, or acquire their shares
without knowledge of the approval of this proposal, may bring, as a plaintiff, any claims in a shareholder
derivative suit within six months after the approval of the proposal. After the expiration of the six - month period,
such shareholders will generally no longer have the right to bring, as a plaintiff, claims in shareholder derivative
suits against members of the Board of Directors or Executive Management Team with respect to activities
during fiscal year 2019.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 2.
Transocean 2020 P-13 Proxy Statement
AGENDA ITEM 3
Appropriation of the Accumulated Loss for Fiscal Year 2019
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the accumulated loss of the Company be carried forward.
APPROPRIATION OF ACCUMULATED LOSS
Balance brought forward from previous years
Net loss of the year
Total accumulated loss
APPROPRIATION OF ACCUMULATED LOSS
Balance to be carried forward on this account
EXPLANATION
IN CHF THOUSANDS
(5,896,213)
(1,378,613)
(7,274,826)
(7,274,826)
Under Swiss law, the appropriation of available earnings or accumulated loss, as the case may be, as set forth
in the Swiss statutory financial statements must be submitted to shareholders for approval at each annual
general meeting. The accumulated loss subject to the vote of the Company’s shareholders at the 2020 Annual
General Meeting is the accumulated loss of Transocean Ltd., on a standalone basis.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 3.
Transocean 2020 P-14 Proxy Statement
AGENDA ITEM 4
Increase in Total Number of Shares Authorized for Issuance
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes to amend the Company’s Articles of Association to increase the total
number of shares that may be issued using the Company’s authorized share capital to a maximum of
184,974,503 shares, representing approximately 30% of the Company’s issued shares as of March 10, 2020.
Within this authorization, the maximum number of shares issuable without preemptive rights would be limited
to 61,658,167 shares, representing approximately 10% of the Company’s issued shares as of March 10,
2020. This authorization to issue shares with or without preemptive rights would expire on May 7, 2022. The
Board of Directors does not currently have plans to issue shares under the proposed authorization. The
Board of Directors believes, however, that providing the flexibility to issue shares quickly is a strategic benefit
for the Company and that the proposal would more closely align the Company’s authorized share capital with
that of its peers, most of whom have received similar or higher authorizations from their respective
shareholders.
The proposed amendments to the Articles of Association are included in Annex A.
EXPLANATION
As of March 10, 2020, the Company had 614,531,889 shares issued and recorded in the Commercial Register.
We are currently authorized to issue an additional 21,703,889 shares using the authorized share capital that
was approved by our shareholders at our 2018 Annual General Meeting. The current authorized share capital
expires on May 18, 2020.
Although our shares are listed on the NYSE and held predominantly by U.S. investors, we are incorporated in
Switzerland and subject to Swiss corporate law. Unlike companies incorporated in U.S. jurisdictions for whom
authorized share capital does not expire, our ability to issue shares using authorized share capital expires every
two years under Swiss law. We have therefore traditionally sought shareholder approval every two years for
additional authority to issue shares without a specific purpose using authorized share capital.
The current proposal would permit us to issue up to 184,974,503 additional shares using authorized share
capital, or approximately 30% of the Company’s issued shares as of March 10, 2020 until May 7, 2022. Within
this authorization, the maximum number of shares issuable without preemptive rights would be limited to
61,658,167 shares, or approximately 10% of the Company’s issued shares as of March 10, 2020.
We do not currently have plans to issue shares pursuant to the proposed authorization. We believe, however,
that it is advisable to maintain flexibility to be able to access capital markets at optimal times and market
conditions, rather than being subject to the delays and costs associated with calling a special shareholders’
meeting. Further, we believe the number of shares proposed for authorization is appropriate in all respects. It
will allow our authorized share capital to be more closely aligned with the authorizations received by most of
our peers. Further, we believe it is compliant with the policies of certain proxy advisory firms, whose voting
recommendations help inform the voting decisions of some of our largest shareholders. The proposed
authorization is also lower than the maximum authorization permitted under Swiss law and our Articles of
Association.
If the proposed increase in the total number of authorized shares is approved, the Board of Directors would
determine the time of the issuance, the issuance price, the manner in which the shares will be paid, the date
from which the shares carry the right to dividends and, subject to provisions of our Articles of Association and
the limitations on issuing shares without preemptive rights described above, the conditions for the exercise of
the preemptive rights with respect to the issuance and the allotment of preemptive rights that are not exercised.
Transocean 2020 P-15 Proxy Statement
AGENDA ITEM 4
Further authorization for the issuance of the shares by a vote of our shareholders will not be solicited prior to
such issuance, subject to applicable laws and regulations, including the rules of the NYSE.
The Board of Directors may allow preemptive rights that are not exercised to expire, or it may place such rights
or shares, the preemptive rights of which have not been exercised at market conditions, or use them otherwise
in the Company’s interest. Further, under our Articles of Association, and subject to the limitations on issuing
shares without preemptive rights described above, in connection with the issuance of shares using authorized
share capital, the Board of Directors is authorized to limit or withdraw the preemptive rights of the existing
shareholders in various circumstances, including for financing and acquisitions purposes.
To the extent that shares are issued in the future, the issuance may decrease the existing shareholders’
percentage of equity ownership and, depending on the price at which such shares are issued, could be dilutive
to the existing shareholders up to the amount of the proposed authorization above. However, we have
demonstrated our commitment to prudently manage the Company’s use of and access to capital during the
recent market downturn and developing market recovery. Since the proposed authorization has an expiration
date – May 7, 2022 – our shareholders will have the opportunity to review and vote upon additional requests
for shareholder approval of our authorized share capital at regular intervals.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 4.
Transocean 2020 P-16 Proxy Statement
AGENDA ITEM 5
Election of 11 Directors, Each for a Term Extending Until Completion
of the Next Annual General Meeting
NOMINATIONS OF THE BOARD OF DIRECTORS
The Board of Directors has nominated the following candidates for election to the Board of Directors of the
Company, each for a term extending until completion of the next annual general meeting.
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Samuel J. Merksamer
Frederik W. Mohn
Edward R. Muller
Diane de Saint Victor
Tan Ek Kia
Jeremy D. Thigpen
Director Nomination Process
The Board of Directors has designated the Corporate Governance Committee as the committee authorized to
consider and recommend nominees for the Board of Directors. The Board of Directors believes that all members
of the Corporate Governance Committee meet the applicable NYSE independence requirements.
Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically
assess the needs of the Company and the Board of Directors, so as to recommend candidates who will further
our goals. In making that assessment, the Corporate Governance Committee has determined that a
recommended nominee must have the following minimum qualifications:
High professional and personal ethics and values
A record of professional accomplishment in his/her chosen field
Relevant expertise and experience
A reputation, both personal and professional, consistent with our FIRST Shared Values
In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in
nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of
independent directors and, accordingly, the Corporate Governance Committee evaluates the independence
status of any potential director. The Corporate Governance Committee evaluates whether or not a candidate
contributes to the Board of Directors’ overall diversity, the candidate’s contribution to Board’s existing chemistry
and collaborative culture, and whether or not the candidate can contribute positively to the Board’s diverse
expertise in environmental, health, safety, industry, market and financial matters. The Corporate Governance
Committee also considers whether or not the candidate may have professional or personal experiences and
expertise relevant to our business (such as expertise in the industry and in critical health, safety and
environmental matters) and the Company’s position as the leading international provider of offshore drilling
services.
As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines,
the Board of Directors may nominate only those candidates for director who have submitted an irrevocable
letter of resignation, which would be effective upon and only in the event that (1) such nominee fails to receive
more votes cast “FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of
Directors accepts the resignation. The Board of Directors will also request a statement from any person
nominated as a director by anyone other than the Board of Directors as to whether that person will also submit
an irrevocable letter of resignation upon the same terms as a person nominated by the Board of Directors. For
purposes of our Corporate Governance Guidelines, an uncontested election occurs in an election of directors
Transocean 2020 P-17 Proxy Statement
AGENDA ITEM 5
that does not constitute a contested election, and a contested election occurs when (i) the Secretary of the
Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in
compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles
of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next
preceding the date the Company first mails its notice of meeting for such meeting to the shareholders.
The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First,
the Corporate Governance Committee considers and evaluates annually whether each director nominee is
qualified to be nominated for election or reelection to the Board of Directors. Second, the Corporate Governance
Committee requests from time to time that its members and the other Board members identify possible
candidates for any vacancies or potential vacancies. Third, the Corporate Governance Committee has the
authority to retain one or more executive search firms to aid in its search for potential Board of Directors
candidates, interview those candidates and conduct investigations relative to their background and
qualifications.
The Corporate Governance Committee considers nominees for director who are recommended by our
shareholders. Recommendations may be submitted in writing, along with:
The name of and contact information for the candidate;
A statement detailing the candidate’s qualifications and business and educational experience;
Information regarding the qualifications and qualities described under “Director Nomination Process”
above;
A signed statement of the proposed candidate consenting to be named as a candidate and, if
nominated and elected, to serve as a director;
A signed irrevocable letter of resignation from the proposed candidate that, in accordance with our
Corporate Governance Guidelines, would be effective upon and only in the event that (1) in an
uncontested election, such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her
election and (2) the Board of Directors accepts the resignation;
A statement that the writer is a shareholder and is proposing a candidate for consideration by the
Corporate Governance Committee;
A statement detailing any relationship between the candidate and any customer, supplier or competitor
of ours;
Financial and accounting experience of the candidate, to enable the Corporate Governance Committee
to determine whether the candidate would be suitable for Audit Committee membership; and
Detailed information about any relationship or understanding between the proposing shareholder and
the candidate.
Shareholders may submit nominations to:
Transocean Ltd.
Attention: Corporate Secretary
Turmstrasse 30
6312 Steinhausen, Switzerland
Unsolicited recommendations must contain all of the information that would be required in a proxy statement
soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance
Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought
to its attention depends on the information available to the Corporate Governance Committee about the
qualifications and suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the
Corporate Governance Committee’s discretion. The Corporate Governance Committee evaluates the
desirability for incumbent directors to continue on the Board of Directors following the expiration of their
respective terms, taking into account their contributions as Board members and the benefit that results from
Transocean 2020 P-18 Proxy Statement
AGENDA ITEM 5
the increasing insight and experience developed over a period of time. Although the Corporate Governance
Committee will consider candidates for director recommended by shareholders, it may determine not to
recommend that the Board of Directors, and the Board of Directors may determine not to, nominate those
candidates for election to the Board of Directors.
In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may,
in compliance with applicable requirements, nominate directors for election at annual general meetings of the
shareholders. For more information on this topic, see “Other Matters.”
In connection with the Board of Directors’ periodic review of the skills, experience and diversity of its members,
the Board also assesses the appropriateness of its size to determine whether any changes are necessary. The
Board had previously contemplated expanding its size for various reasons, including to help maintain
committees of an appropriate size and composition, to diversify the skills and experience of its members and
to provide for an orderly transition for anticipated retirements pursuant to our Corporate Governance Guidelines.
As a result of the potential uncertainty presented by the worldwide COVID-19 crisis and the rapid and steep
decline in oil prices, the Board has determined that its current membership and size provides the Company
with the appropriate combination of leadership, experience and oversight at this time.
The Board of Directors considers diversity as a key factor in the director nominee selection process though it
does not employ a strict policy. The Board of Directors takes an expansive view of the diversity of its members,
with the goal of having directors who bring diverse expertise in environmental, health, safety, industry, market
and financial matters and who reflect the global diversity of our workforce, our customers and the cultures in
which we operate. We are a multinational company and will have eight different nationalities represented in our
director and executive officer group, and over 58 in our global workforce. We have a presence in over 27
countries worldwide.
8
58+
27+
NATIONALITIES
IN OUR DIRECTOR AND
EXECUTIVE OFFICER GROUP
NATIONALITIES
IN OUR GLOBAL
WORKFORCE
COUNTRIES WORLDWIDE
Board Leadership
Except during extraordinary circumstances, the Board of Directors has chosen not to combine the positions of
Chief Executive Officer and Chair of the Board. The Board believes that separating these positions allows our
Chief Executive Officer to focus on our day - to - day business, while our Chair of the Board presides over the
Board as it provides advice to, and independent oversight of, management and the Company’s operations. The
Board recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his
position and the additional commitment the position of Chair of the Board of Directors requires. The Board of
Directors believes that having separate positions and having an independent outside director serve as Chair of
the Board of Directors is the appropriate leadership structure for us at this time and demonstrates our
commitment to good corporate governance.
Executive Sessions
Our independent directors met in executive session without management at each of the regularly scheduled
Board of Directors’ meetings held in 2019. During 2020, the independent directors are again scheduled to meet
in executive session at each regularly scheduled Board of Directors’ meeting. The independent directors
generally designate the Chair of the Board of Directors to act as the presiding director for executive sessions.
Transocean 2020 P-19 Proxy Statement
AGENDA ITEM 5
Director Attendance at Annual General Meeting
In light of travel restrictions due to COVID-19, we do not expect all of our directors to attend the 2020 Annual
General Meeting. At the 2019 Annual General Meeting, all directors were in attendance.
VOTING REQUIREMENT TO ELECT NOMINEES
The election of each nominee requires the affirmative vote of a plurality of the votes cast at the 2020 Annual
General Meeting. The plurality requirement means that the nominee who receives the largest number of votes
for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be
elected.
We have adopted a majority vote policy in the election of directors as part of our Corporate Governance
Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director
who have submitted an irrevocable letter of resignation, which would be effective upon and only in the event
that (1) such nominee fails to receive more votes cast “FOR” than “AGAINST” his or her election in an
uncontested election and (2) the Board of Directors accepts the resignation. If a nominee who has submitted
such a letter of resignation does not receive more votes cast for than against the nominee’s election, the
Corporate Governance Committee must promptly review the letter of resignation and recommend to the Board
of Directors whether to accept the tendered resignation or reject it. The Board of Directors must then act on the
Corporate Governance Committee’s recommendation within 90 days following the certification of the
shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept
the nominee’s resignation letter in a Form 8 - K furnished to the SEC or other broadly disseminated means of
communication. Full details of this policy are set out in our Corporate Governance Guidelines, which are
available on our website at: www.deepwater.com by selecting the Governance page in the Investors section
dropdown.
The Board of Directors has received from each nominee for election as a director at the 2020 Annual General
Meeting listed below an executed irrevocable letter of resignation consistent with these guidelines described
above.
The information regarding the nominees presented below is as of March 10, 2020.
Transocean 2020 P-20 Proxy Statement
NOMINEES FOR DIRECTOR
GLYN A. BARKER | Director since 2012
AGENDA ITEM 5
CAREER HIGHLIGHTS
Glyn A. Barker served as Vice Chair-U.K. of PricewaterhouseCoopers LLP (PwC) from 2008 to
2011. He was also responsible for PwC's strategy and business development for the geographic
areas of Europe, the Middle East, Africa and India. Mr. Barker joined PwC in 1975 and became
an audit partner in 1987. He then established PwC's private equity-focused Transactions Services
business and led it globally. He joined the Management Board of PwC in the UK as Head of the
Assurance Practice in 2002. In 2006, he became U.K. Managing Partner and served in that role
until 2008. Mr. Barker is a director of Berkeley Group Holdings plc (LON: BKG) (since 2012), and
Interserve plc (LON: IRV) (since 2016), and the Chair of Irwin Mitchell Holdings Ltd (since 2012).
He served as director (from 2014 to 2016) and the Chair (from 2015 to 2016) of Transocean
Partners LLC and as a director of Aviva plc (LON: AV) (from 2012 to 2019). Mr. Barker was
Deputy Chair of the English National Opera Company from 2009 to 2016.
EDUCATION
Chartered Accountant
Bachelor of Science, Economics and Accounting, University of Bristol (1975)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Barker should remain on the Board of Directors due to
his experience and expertise in:
Accounting & auditing
Finance debt & capital markets
Global international
Mergers & acquisitions
Public company governance
Strategy
FORMER VICE
CHAIR ― U.K.,
PWC LLP
U.K. CITIZEN
Independent
Age: 66
COMMITTEES
Audit
Finance
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Berkeley Group
Holdings plc (LON:
BKG) (since 2012)
Interserve plc (LON:
IRV) (since 2016)
Transocean 2020 P-21 Proxy Statement
AGENDA ITEM 5
VANESSA C.L. CHANG | Director since 2012
CAREER HIGHLIGHTS
Vanessa C.L. Chang previously served as a Director and shareholder of EL & EL Investments, a
privately held real estate investment business, from 1998 to 2018, as the President and Chief
Executive Officer of ResolveItNow.com from 2000 until 2002 and was the Senior Vice President of
Secured Capital Corp in 1998. From 1986 until 1997, Ms. Chang was the West Coast partner in
charge of Corporate Finance for KPMG Peat Marwick LLP. Ms. Chang is a director or trustee of
17 funds advised by the Capital Group and its subsidiaries, nine of which are members of the
American Funds family and eight of which are members of Capital Group's Private Client Services
(since 2000). Ms. Chang is also a director of Edison International (NYSE: EIX) and its wholly owned
subsidiary, Southern California Edison Company (each since 2007), and of Sykes Enterprises,
Incorporated (NASDAQ: SYKES) (since 2016). She is also a director of Forest Lawn Memorial
Parks Association, a non-profit organization (since 2005) and SCO, America, Inc. a non-profit
organization (since 2013). Ms. Chang is a member of the American Institute of Certified Public
Accountants, the California State Board of Accountancy, Women Corporate Directors and the
National Association of Corporate Directors.
EDUCATION
Certified Public Accountant (inactive)
Bachelor of Arts, University of British Columbia (1973)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Ms. Chang should remain on the Board of Directors due to
her experience and expertise in:
Accounting & auditing
Finance, debt & capital markets
Global international
Human capital management
Mergers & acquisitions
Public company governance
Strategy
Sustainability
FORMER
DIRECTOR AND
SHAREHOLDER OF
EL & EL
INVESTMENTS
CANADIAN AND
U.S. CITIZEN
Independent
Age: 67
COMMITTEES
Audit
Corporate
Governance
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Edison
International
(NYSE: EIX since
2007)
Sykes Enterprises,
Incorporated
(NASDAQ: SYKES)
(since 2016)
Transocean 2020 P-22 Proxy Statement
FREDERICO F. CURADO | Director since 2013
AGENDA ITEM 5
CAREER HIGHLIGHTS
Frederico F. Curado is the Chief Executive Officer of Ultrapar S.A. (NYSE: UGP) since 2017, and
previously served as President and Chief Executive Officer of Embraer S.A. (NYSE: ERJ) from
2007 to 2016. He joined Embraer in 1984 and served in a variety of management positions during
his career, including Executive Vice President, Airline Market from 1998 to 2007 and Executive
Vice President, Planning and Organizational Development from 1995 to 1998. Mr. Curado has
been a director of ABB Ltd. since 2016. Mr. Curado was a member of the Executive Board of the
ICC―International Chamber of Commerce from 2013 to 2018, a director of Iochpe-Maxion S.A.
from 2015 to 2017, the President of the Brazilian Chapter of the Brazil-United States Business
Council from 2011 to 2016, a member of Brazil's National Council for Industrial Development from
2011 to 2016, and was a director of the Smithsonian National Air and Space Museum from 2014
to 2017.
EDUCATION
Executive Master’s in Business Administration, University of São Paulo, Brazil (in 1997)
Bachelor of Science degree, Mechanical-Aeronautical Engineering, Instituto Tecnológico de
Aeronáutica in Brazil (1983)
KEY QUALIFICATIONS AND EXPERTISE
As noted above, in late 2019, we engaged with shareholders regarding among other things, the
robust qualifications and capabilities of Mr. Curado. The Board of Directors recommends that
Mr. Curado remain on the Board due to the following:
His leadership as the chair of our Health, Safety, Environment and Sustainability
(HSES) Committee, informed by more than 30 years in the highly regulated aerospace
industry, providing critical cross-industry perspectives on ways to continue to improve
our HSES practices;
His expertise in the oil and gas industry in Brazil, which is one of our key markets;
His exemplary preparation for, attendance at, and engagement in, Board of Directors
and committee meetings;
CEO, ULTRAPAR
S.A.
BRAZILIAN CITIZEN
Independent
Age: 58
COMMITTEES
Corporate
Governance
Health, Safety,
Environment and
Sustainability
OTHER CURRENT
PUBLIC COMPANY
BOARDS
ABB Ltd (NYSE:
ABB) (since 2016)
His commitment
in governance, executive compensation,
shareholder engagement, and sustainability, as evidenced by our numerous
improvements in those areas since he joined the Board of Directors; and
to best practices
His experience and expertise in:
Accounting & auditing
Finance, debt & capital markets
Global international, especially Brazilian business and governance sectors
Human capital management
Legal & compliance
Mergers & acquisitions
Oil & gas (including oilfield services)
Operations & engineering
Public company CEO
Public company governance
Safety & environment
Strategy
Sustainability
Technology, research & development
Lastly, we note that, although Mr. Curado is the Chief Executive Officer of Ultrapar S.A., he is
not on the board of directors of that company; accordingly, he serves on only one Board of
Directors other than our own.
Transocean 2020 P-23 Proxy Statement
AGENDA ITEM 5
CHADWICK C. DEATON | Director since 2012
CAREER HIGHLIGHTS
Mr. Deaton served as Executive Chair of Baker Hughes Incorporated from 2012 to 2013, prior to
which he served as Chair and Chief Executive Officer since 2004. He began his career with
Schlumberger in 1976 and served in a variety of international capacities, including as Executive
Vice President, Oilfield Services from 1998 to 1999 and as a Senior Advisor from 1999 until 2001.
From 2002 until 2004, Mr. Deaton was the President, Chief Executive Officer and Director of
Hanover Compressor Company. Mr. Deaton is a director of Air Products and Chemicals, Inc.
(NYSE: APD) (since 2010), Carbo Ceramics Inc. (NYSE: CRR) (since 2013; and previously from
2004 to 2009), and Marathon Oil Corporation (NYSE: MRO) (since 2014). Mr. Deaton is a member
of the Society of Petroleum Engineers (since 1980) and has served on its Industrial Advisory
Council. He is also a director of the University of Wyoming Foundation and of the Houston
Achievement Place. Mr. Deaton served as co-chair of the Wyoming Governor’s Task Force for the
build out of the University of Wyoming’s new Engineering and Applied Sciences Center. He was a
member of the National Petroleum Council (from 2007 to 2013).
EDUCATION
Bachelor of Science degree, Geology, University of Wyoming (1976)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Deaton should remain on the Board of Directors due to
his significant experience and expertise in:
Finance, debt & capital markets
Global international
Human capital management
Legal & compliance
Mergers & acquisitions
Oil & gas (including oilfield services)
Operations & engineering
Public company CEO
Public company governance
Safety & environment
Strategy
Technology, research & development
FORMER
EXECUTIVE CHAIR
AND CEO, BAKER
HUGHES
INCORPORATED
U.S. CITIZEN
Independent
Age 67
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Air Products and
Chemicals, Inc.
(NYSE: APD) (since
2010)
CARBO
Ceramics Inc.
(NYSE: CRR) (since
2013; and previously
from 2004 to 2009)
Marathon Oil
Corporation (NYSE:
MRO) (since 2014)
Transocean 2020 P-24 Proxy Statement
VINCENT J. INTRIERI | Director since 2014
AGENDA ITEM 5
CAREER HIGHLIGHTS
Mr. Intrieri is the Founder and CEO of VDA Capital Management LLC, a private investment fund
founded in January 2017. Mr. Intrieri was previously employed by Carl C. Icahn-related entities in
various investment-related capacities from 1998 to 2016. From 2008 to 2016, Mr. Intrieri served
as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages
private investment funds. In addition, from 2004 to 2016, Mr. Intrieri was a Senior Managing
Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP,
the general partner of Icahn Partners Master Fund LP, entities through which Mr. Icahn invests in
securities. Mr. Intrieri is a director of Hertz Global Holdings, Inc. (NYSE: HTZ) (since 2014) and
Navistar International Corporation (NYSE: NAV) (since 2012). Mr. Intrieri previously served as a
director of Energen Corporation (NYSE: EGN) (from March 2018 until November 2018), Conduent
Incorporated from 2017 to 2018, Chesapeake Energy Corporation from 2012 to 2016, CVR
Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, Ferrous Resources
Limited from 2015 to 2016, Forest Laboratories Inc. from 2013 to 2014, CVR Energy, Inc. from
2012 to 2014, Federal-Mogul Holdings Corporation from 2007 to 2013, Icahn Enterprises L.P. from
2006 to 2012, and was Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012.
Mr. Intrieri was also a director of Dynegy Inc. from 2011 to 2012, and Chair and a director of PSC
Metals Inc. from 2007 to 2012. He served as a director of Motorola Solutions, Inc. from 2011 to
2012, XO Holdings from 2006 to 2011, National Energy Group, Inc. from 2006 to 2011, American
Railcar Industries, Inc. from 2005 to 2011, WestPoint Home LLC from 2005 to 2011, and as Chair
and a director of Viskase Companies, Inc. from 2003 to 2011. Ferrous Resources Limited, CVR
Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Icahn Enterprises, XO
Holdings, National Energy Group, WestPoint Home, Viskase Companies and PSC Metals each
are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had
a noncontrolling interest in Dynegy, Hertz, Forest Laboratories, Navistar, Chesapeake Energy,
Motorola Solutions and Transocean through the ownership of securities.
EDUCATION
Certified Public Accountant (inactive)
Bachelor of Science degree, with Distinction, Accounting, The Pennsylvania State University
(Erie Campus) (1984)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Intrieri should remain on the Board of Directors due to his
significant experience and expertise in:
FOUNDER AND
CEO, VDA CAPITAL
MANAGEMENT LLC
U.S. CITIZEN
Independent
Age 63
COMMITTEES
Compensation
Corporate
Governance
Finance
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Hertz Global
Holdings, Inc.
(NYSE: HTZ) (since
2014)
Navistar International
Corporation (NYSE:
NAV) (since 2012)
Accounting & auditing
Finance, debt & capital markets
Global international
Human capital management
Mergers & acquisitions
Oil & gas (including oilfield services)
Public company governance
Safety & environmental
Strategy
Technology, research & development
Transocean 2020 P-25 Proxy Statement
AGENDA ITEM 5
SAMUEL J. MERKSAMER | Director since 2013
CAREER HIGHLIGHTS
Mr. Merksamer is a Partner at Caligan Partners, L.P., an investment firm. He was a Managing
Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., from 2008 to 2016. From 2003
until 2008, Mr. Merksamer was an analyst at Airlie Opportunity Capital Management.
Mr. Merksamer previously served as a director of American International Group, Inc. (NYSE: AIG)
(from 2016 to 2018), Hertz Global Holdings, Inc. (NYSE: HTZ) from 2014 to 2017, Navistar
International Corporation (NYSE: NAV) from 2012 to 2017, Cheniere Energy Inc. (NYSE: LNG)
from 2015 to 2017, Transocean Partners from 2014 to 2016, Hologic Inc. from 2013 to 2016,
Talisman Energy Inc. from 2013 to 2015, Ferrous Resources Limited from 2012 to 2016, CVR
Refining, GP, LLC, the general partner of CVR Refining, LP, from 2012 to 2014, CVR Energy, Inc.
from 2012 to 2014, American Railcar Industries, Inc. from 2011 to 2013, Dynegy Inc. from 2011 to
2012, Viskase Companies, Inc. from 2010 to 2013, Federal-Mogul Holdings Corporation from 2010
to 2014, and PSC Metals Inc. from 2009 to 2012. Ferrous Resources Limited, CVR Refining, CVR
Energy, American Railcar Industries, Federal-Mogul, Viskase Companies and PSC Metals are
each indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had a noncontrolling
interest in Dynegy, Hologic, Talisman Energy, Navistar, Hertz, Cheniere Energy, Transocean,
Transocean Partners and American International Group, Inc. through the ownership of securities.
EDUCATION
A.B. degree, Economics, Cornell University (2002)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Merksamer should remain on the Board of Directors due
to his experience and expertise in:
PARTNER,
CALIGAN
PARTNERS, L.P.
U.S. CITIZEN
Independent
Age 39
COMMITTEES
Compensation
Finance
Accounting & auditing
Finance, debt & capital markets
Mergers & acquisitions
Public company governance
Strategy
Transocean 2020 P-26 Proxy Statement
AGENDA ITEM 5
FREDERIK W. MOHN | Director since 2018
CAREER HIGHLIGHTS
Mr. Mohn has served as a director of the Company since January 30, 2018, when Transocean
acquired Songa Offshore SE. Previously, Mr. Mohn served as a director of Songa Offshore SE
from 2013 to 2014, and as Chair of the Songa Board from 2014 to 2018. Mr. Mohn is the sole
owner and managing director of Perestroika, a Norwegian investment company with investments
in oil and gas, shipping, infrastructure, real estate development and financial services. Mr. Mohn
previously served as a director of Dof ASA, a Norwegian shipping company, from August 2017 to
October 2019 and as a director of Fjord 1, a Norwegian transport company from August 2017 to
December 2019. From 2011 to 2013, Mr. Mohn served as managing director of the worldwide
family business Frank Mohn AS, a supplier of pumping systems to the oil and gas industry.
Mr. Mohn also currently serves on the board of directors of the following private companies: Viken
Crude AS, Gjettumgrenda AS, Fornebu Sentrum AS, Fornebu Sentrum Utvikling AS and Høvik
Stasjonsby AS og KS.
EDUCATION
Bachelor of Science degree, Royal Holloway, University of London (2001)
KEY QUALIFICATIONS AND EXPERTISE
Mr. Mohn was proposed as a nominee to serve on the Board of Directors by Perestroika pursuant
to the terms of the Transaction Agreement entered into between the Company and Songa Offshore
SE on August 13, 2017, pursuant to which the Company also acquired Songa. The Board of
Directors recommends Mr. Mohn should remain on the Board of Directors due to his previous
position as Chair of the Board of Songa Offshore SE and his expertise in:
Accounting & auditing
Finance, debt & capital markets
Global international
Mergers & acquisitions
Oil & gas (including oilfield services)
Public company governance
Safety & environment
Strategy
OWNER AND
MANAGING
DIRECTOR,
PERESTROIKA;
FORMER
DIRECTOR AND
CHAIR, SONGA
OFFSHORE SE
NORWEGIAN
CITIZEN
Independent
Age 43
COMMITTEES
Audit
Health, Safety,
Environment and
Sustainability
Transocean 2020 P-27 Proxy Statement
AGENDA ITEM 5
FORMER CHAIR
AND CEO, GENON
ENERGY, INC.;
AND FORMER VICE
CHAIR, NRG
ENERGY, INC.
U.S. CITIZEN
Independent
Age 68
COMMITTEES
Audit
Finance
OTHER CURRENT
PUBLIC COMPANY
BOARDS
AeroVironment, Inc.
(NASDAQ: AVAV)
(since 2013)
EDWARD R. MULLER | Director since 2008
CAREER HIGHLIGHTS
Mr. Muller served as a director of GlobalSantaFe Corporation from 2001 to 2007 and of Global
Marine, Inc. from 1997 to 2001. Mr. Muller served as Vice Chair of NRG Energy, Inc. (NYSE: NRG)
after the merger of NRG Energy, Inc. with GenOn Energy, Inc. from 2012 until 2017. Prior to the
merger, he served as GenOn Energy, Inc.’s Chair and Chief Executive Officer (since 2010) and
President (since 2011). Mr. Muller previously served as Chair, President and Chief Executive
Officer of Mirant Corporation from 2005 to 2010 when Mirant Corporation merged with RRI
Energy, Inc. to form GenOn Energy, Inc. Mr. Muller was a private investor from 2000 until 2005.
Mr. Muller served as President and Chief Executive Officer of Edison Mission Energy, a wholly
owned subsidiary of Edison International, from 1993 until 2000. During his tenure, Edison Mission
Energy was engaged in developing, owning and operating independent power production facilities
worldwide. Since 2004, Mr. Muller has been a trustee of the Riverview School and was its Chair
from 2008 to 2012 and from 2015 to 2018.
EDUCATION
Law degree, Yale Law School (1976)
Bachelor of Arts degree, Dartmouth College (1973)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Muller, an attorney by education, should remain on the
Board of Directors due to his extensive experience and expertise in:
Accounting & auditing
Finance, debt & capital markets
Global international
Legal & compliance
Mergers & acquisitions
Public company CEO
Public company governance
Safety & environmental
Strategy
Transocean 2020 P-28 Proxy Statement
DIANE DE SAINT VICTOR | Director nominee
AGENDA ITEM 5
FORMER GENERAL
COUNSEL, ABB
LTD.
FRENCH CITIZEN
Independent
Age: 65
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Natixis S.A.,
France (ENX: KN
Paris)
Altran
Technologies S.A.,
France (ENX: ALT
Paris)
CAREER HIGHLIGHTS
Ms. de Saint Victor is ABB Ltd.’s Company Secretary, a position she plans to vacate in
March 2020. Ms. de Saint Victor previously served as ABB Ltd.’s General Counsel and Company
Secretary from 2007 to 2019. During this time, Ms. de Saint Victor also served as the vice Chair of
the Board of Directors of ABB Asea Brown Boveri Ltd. Prior to joining ABB, she served as a Senior
Vice President and General Counsel of Airbus Group from 2004 to 2006 and from 2003 to 2004
as a Vice President and General Counsel at SCA Hygiene Products. She spent a decade working
at Honeywell, beginning in 1993 as the General Counsel Europe for the company. Her final two
years with Honeywell were spent working as the company’s Vice President and General Counsel
International. Earlier in her career, Ms. de Saint Victor worked for General Electric and as counsel
for two law firms. She currently serves on the boards of ABB India Limited, a role she plans to
leave in May 2020; and Natixis, Altran. She previously was a director at Barclays PLC, where she
was a member of the audit and reputation committees from 2013 to 2017 and the American
Chamber of Commerce in France from 2017 to 2019. Ms. de Saint Victor is a member of Women
Corporate Directors, the American Bar Association, the American Corporate Counsel Association
and the International Bar Association.
EDUCATION
D.E.A. (L.L.M. equivalent) in Business Law from Paris Law School (1977)
D.E.A. (L.L.M. equivalent) in International Law from Paris Law School (1976)
Admitted to the Paris Bar in 1975
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Ms. De Saint Victor should be elected to the Board of
Directors due to her experience and expertise in:
Global international
Legal & compliance
Mergers & acquisitions
Public company governance
Strategy
Sustainability
Transocean 2020 P-29 Proxy Statement
AGENDA ITEM 5
FORMER CHAIR
SHELL
NORTHEAST ASIA
MALAYSIAN
CITIZEN
Independent
Age 71
COMMITTEES
Compensation
Health, Safety,
Environment and
Sustainability
OTHER CURRENT
PUBLIC COMPANY
BOARDS
Keppel Corporation
Ltd (SGX: KPELY)
(since 2010)
PT Chandra Asri
Petrochemical Tbk
(IDX: TPIA) (since
2011)
KrisEnergy Ltd
(SGX: SK3) (since
2013 and Chair since
2017)
TAN EK KIA | Director since 2011
CAREER HIGHLIGHTS
Mr. Tan is the former Vice President, Ventures and Developments, Asia Pacific and Middle East
Region of Shell Chemicals, a position in which he served from 2003 to 2006. Mr. Tan joined the
Shell group of companies in 1973 as an engineer and served in a variety of positions in Asia, the
United States and Europe during his career, including as Chair, Shell Companies, Northeast Asia
from 2000 to 2003, Managing Director of Shell Nanhai from 1997 to 2000 and Managing Director
of Shell Malaysia Exploration and Production from 1994 to 1997. Mr. Tan also served as the Interim
Chief Executive Officer of SMRT Corporation Ltd from January to October 2012. Mr. Tan is a
director of Dialog Systems Asia Pte Ltd (since 2008), Keppel Offshore & Marine Ltd (since 2009),
SMRT Corporation Ltd (since 2009), Keppel Corporation Ltd (SGX: KPELY) (since 2010), and
Singapore LNG Corporation Pte Ltd. (since 2013). He is also a director (since 2013) and the
Chairman of KrisEnergy Ltd (SGX: SK3) (since 2017), the Chair of Star Energy Group Holdings
Pte Ltd (since 2012) and a director of two of Star Energy Group Holdings’ subsidiaries, Star Energy
Oil and Gas Pte Ltd and Star Energy Geothermal Pte Ltd. Mr. Tan served as Chair of City Gas Pte
Ltd from 2009 to 2015 and as a director of City Spring Infrastructure Trust Pte Ltd. from 2010 to
2014, InterGlobal Offshore Pte Ltd from 2007 to 2012 and PowerSeraya Ltd and Orchard Energy
Pte Ltd from 2007 to 2009. He is a Chartered Engineer with the UK Engineering Council and a
Fellow of the Institution of Engineers Malaysia.
EDUCATION
Bachelor of Science degree, Mechanical Engineering, University of Nottingham (1973)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Tan should remain on the Board of Directors due to his
significant experience and expertise in:
Global international
Oil & gas (including oilfield services)
Operations & engineering
Public company CEO
Public company governance
Safety & environment
Strategy
Transocean 2020 P-30 Proxy Statement
PRESIDENT AND
CHIEF EXECUTIVE
OFFICER,
TRANSOCEAN LTD.
U.S. CITIZEN
Age 45
AGENDA ITEM 5
JEREMY D. THIGPEN | Director since 2015
CAREER HIGHLIGHTS
Mr. Thigpen is President and Chief Executive Officer and a director of the Company since 2015.
Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco,
Inc. (NYSE: NOV) from 2012 to 2015. During his tenure at National Oilwell Varco, Mr. Thigpen
spent five years from 2007 to 2012 as the company’s President of Downhole and Pumping
Solutions business, and four years from 2003 to 2007 as President of its Downhole Tools group.
He also served in various management and business development capacities, including Director
of Business Development and Special Assistant to the Chair for National Oilwell Varco.
EDUCATION
Program for Management Development, Harvard Business School (2001)
Bachelor of Arts degree, Economics and Managerial Studies, Rice University (1997)
KEY QUALIFICATIONS AND EXPERTISE
The Board of Directors recommends Mr. Thigpen should serve an additional term. The Board of
Directors believes that it is important for the Chief Executive Officer of the Company to serve on
the Board of Directors, as it ensures an efficient flow of information between the Board of Directors
and executive management. In addition, Mr. Thigpen has substantial industry experience and a
competitive perspective, which assists the Board of Directors in considering strategic decisions for
the Company.
RECOMMENDATION
The Board of Directors recommends you vote FOR
the election of these candidates as directors.
Transocean 2020 P-31 Proxy Statement
SKILLS AND EXPERIENCE MATRIX FOR
INDEPENDENT DIRECTORS
BUSINESS OR
PROFESSIONAL
EXPERIENCE, SKILLS
AND ATTRIBUTES
Glyn A.
Barker
Vanessa
C.L.
Chang
Frederico
F. Curado
Chadwick
C. Deaton
Vincent
J. Intrieri
Samuel
Merksamer
Frederik
W. Mohn
Edward
R. Muller
Diane
de Saint
Victor
Tan Ek
Kia
# OUT
OF 10
Accounting
& auditing
Finance,
debt & capital
markets
Global
international
Human capital
management
Legal &
Compliance
Mergers &
acquisitions
Oil & gas
(including
oilfield services)
Operations &
engineering
Public company
CEO
Public company
governance
Safety &
environment
Strategy
Sustainability
Technology,
research &
development
✓ ✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
7
8
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓ 9
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
4
4
9
✓ 5
✓ 3
✓ 4
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓ 10
✓
✓
✓
✓
✓
✓ 6
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓ 10
✓
✓
✓
✓
✓
✓
3
3
Transocean 2020 P-32 Proxy Statement
SKILLS AND EXPERIENCE MATRIX FOR INDEPENDENT DIRECTORS
Other Attributes of Our Independent Directors and Nominees
Transocean 2020 P-33 Proxy Statement
AGENDA ITEM 6
Election of the Chair of the Board of Directors for a Term Extending
Until Completion of the Next Annual General Meeting
NOMINATION OF THE BOARD OF DIRECTORS
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the Chair of the Board
of Directors is vested with the general meeting of shareholders. The term of office of the Chair of the Board
of Directors is the same as the other directors’ terms and extends until completion of the next annual general
meeting. The Chair elected at the 2020 Annual General Meeting will have the powers and duties as provided
for in our Articles of Association and organizational regulations.
Upon the recommendation of the Corporate Governance Committee, the Board of Directors nominates
Chadwick C. Deaton for reelection by the shareholders as the Chair of the Board of Directors. Mr. Deaton
has served on the Board since May 2012 and as Board Chair since 2019. Prior to his election as Chair of
the Board of Directors by our shareholders at the 2019 Annual General Meeting, Mr. Deaton served as Chair
of the Board’s Health Safety and Environment Committee and as a member of the Corporate Governance
Committee. Mr. Deaton’s biographical information may be found above under Agenda Item 5.
RECOMMENDATION
The Board of Directors recommends a vote FOR the
election of the nominee for the Chair of the Board of
Directors.
Transocean 2020 P-34 Proxy Statement
AGENDA ITEM 7
Election of the Members of the Compensation Committee, Each for a
Term Extending Until Completion of the Next Annual General Meeting
NOMINATIONS OF THE BOARD OF DIRECTORS
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the members of the
Compensation Committee of the Board of Directors is vested with the general meeting of shareholders. The
term of office of the members of the Compensation Committee is the same as the other directors’ term and
extends until completion of the next annual general meeting.
Upon the recommendation of the Corporate Governance Committee, the Board of Directors has nominated
for election by the shareholders at the 2020 Annual General Meeting
Glyn A. Barker
Samuel J. Merksamer
Tan Ek Kia
as members of the Compensation Committee of the Board of Directors. Biographical information regarding
the nominees may be found above under Agenda Item 5.
RECOMMENDATION
The Board of Directors recommends a vote FOR the
election of the nominees of the Compensation
Committee of the Board of Directors.
Transocean 2020 P-35 Proxy Statement
AGENDA ITEM 8
Reelection of the Independent Proxy for a Term Extending Until
Completion of the Next Annual General Meeting
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the independent
proxy is vested with the general meeting of shareholders. The independent proxy elected at the 2020 Annual
General Meeting will serve as independent proxy at the 2021 Annual General Meeting and at any
extraordinary general meeting of shareholders of the Company that may be held prior to the 2021 Annual
General Meeting.
The Board of Directors has nominated for reelection as independent proxy Schweiger Advokatur / Notariat,
Dammstrasse 19, 6300 Zug, Switzerland. Schweiger Advokatur / Notariat was elected at the 2019 Annual
General Meeting to serve as independent proxy at the 2020 Annual General Meeting and any extraordinary
general meeting of shareholders of the Company held prior to the 2020 Annual General Meeting. Schweiger
Advokatur/Notariat confirmed to the Company that it possesses the required independence to fulfill its
mandate.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 8.
Transocean 2020 P-36 Proxy Statement
AGENDA ITEM 9
Appointment of Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm for Fiscal Year 2020 and
Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor
for a Further One - Year Term
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that Ernst & Young LLP be appointed as Transocean Ltd.’s independent
registered public accounting firm for the fiscal year 2020 and that Ernst & Young Ltd, Zurich, be reelected as
Transocean Ltd.’s auditor pursuant to the Swiss Code of Obligations for a further one - year term, commencing
on the day of election at the 2020 Annual General Meeting and terminating on the day of the 2021 Annual
General Meeting.
Representatives of Ernst & Young Ltd will be present at the 2020 Annual General Meeting, will have the
opportunity to make a statement and will be available to respond to questions you may ask. Information
regarding the fees paid by the Company to Ernst & Young appears below.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 9.
FEES PAID TO ERNST & YOUNG
Audit fees for Ernst & Young LLP and its affiliates for each of the fiscal years 2019 and 2018 and audit - related
fees, tax fees and total of all other fees for services rendered in 2019 and 2018 are as follows:
Fiscal year 2019
Fiscal year 2018
AUDIT
FEES(1)
U.S. $
5,023,982
5,062,709
AUDIT - RELATED
FEES(2)
U.S. $
462,876
526,289
TAX
FEES
U.S. $
-
25,132
TOTAL OF ALL
OTHER FEES(3)
U.S. $
2,154
4,931
(1) The audit fees include those associated with our annual audit, reviews of our quarterly reports on Form 10 - Q, statutory audits of our
subsidiaries, services associated with documents filed with the SEC and audit consultations.
(2) The audit - related fees include services in connection with accounting consultations, employee benefit plan audits and attest services
related to financial reporting.
(3) All other fees were for other publications and subscription services.
AUDIT COMMITTEE PRE - APPROVAL OF AUDIT AND NON - AUDIT
SERVICES
The Audit Committee pre - approves all auditing services, review or attest engagements and permitted non - audit
services to be performed by our independent registered public accounting firm. The Audit Committee has
considered whether the provision of services rendered in 2019 other than the audit of our financial statements
and reviews of quarterly financial statements was compatible with maintaining the independence of Ernst &
Young LLP and determined that the provision of such services was compatible with maintaining such
independence.
Transocean 2020 P-37 Proxy Statement
AGENDA ITEM 9
The Audit Committee has adopted policies and procedures for pre - approving all audit and non - audit services
performed by the independent registered public accounting firm. The policy requires advance approval by the
Audit Committee of all audit and non - audit work; provided, that the Chair of the Audit Committee may grant
pre - approvals of audit or non - audit work, so long as such pre - approvals are presented to the full Audit
Committee at its next scheduled meeting. Unless the specific service has been previously pre - approved with
respect to the 12 - month period following the advance approval, the Audit Committee must approve a service
before the independent registered public accounting firm is engaged to perform the service. The Audit
Committee has given advance approval for specified audit, audit - related and other services for 2020. Requests
for services that have received this pre - approval are subject to specified fee or budget restrictions, as well as
internal management controls.
Transocean 2020 P-38 Proxy Statement
AGENDA ITEM 10
Advisory Vote to Approve Named Executive Officer Compensation
PROPOSAL OF THE BOARD OF DIRECTORS
At the Company’s 2017 Annual General Meeting, the Company’s shareholders supported the Board of
Directors’ recommendation to hold an advisory vote on executive compensation every year for the Company’s
Named Executive Officers. As a result, the Board of Directors determined that the Company will hold an
advisory vote on executive compensation once every year until the next required vote on the frequency of
shareholder votes on compensation of Named Executive Officers of the Company, which in accordance with
applicable law, will occur no later than the Company’s annual general meeting of shareholders in 2023.
Accordingly, and as required by Section 14A of the Exchange Act, the Company is providing its shareholders
the opportunity to vote on an advisory basis to approve the compensation of the Company’s Named Executive
Officers.
The Board of Directors recommends that you vote for the approval of the compensation of the Named
Executive Officers as described in this proxy statement.
Accordingly, you may vote on the following resolution:
RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed
pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion
and Analysis, the compensation tables, and the narrative disclosure in the proxy statement for the
Company’s 2020 Annual General Meeting is hereby APPROVED.
Our compensation program for our Named Executive Officers is designed to reward performance that creates
long - term value for the Company’s shareholders through the following features, which are discussed in more
detail in our Compensation Discussion and Analysis:
Annual cash bonuses based on
A share ownership policy that requires our executive
performance as measured against
pre - determined performance goals;
officers to build and maintain an appropriate equity stake
in the Company to further align our executive officers’
interests with the long - term interests of our shareholders;
A compensation mix weighted toward
Hedging and pledging policies that prohibit any of our
long - term incentives to allow our Named
Executive Officers to participate in the
long - term growth and profitability of the
Company;
executive officers from hedging or pledging our shares or
holding derivative instruments tied to our shares, other
than derivative instruments issued by us; and
Long - term incentives include
The Incentive Compensation Recoupment Policy, a
performance share units that vest based
upon the Company’s total shareholder
return compared to the companies in our
performance peer group;
Median pay positioning for target
performance, above median pay for
above target performance, and below
median pay for below target
performance;
clawback policy that allows the Company to recover or
adjust incentive compensation to the extent the
Compensation Committee determines that payments or
awards have exceeded the amount that would otherwise
have been received due to a restatement of our financial
results or if the Compensation Committee determines that
an executive has engaged in, or has knowledge of and
fails to prevent or disclose, fraud or intentional misconduct
pertaining to any financial reporting requirements.
The vote on this proposal is advisory and therefore not binding on the Company, the Compensation Committee
or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our
shareholders. Following the 2020 Annual General Meeting, we will consider our shareholders’ feedback and
the Compensation Committee will evaluate whether any actions are necessary to address this feedback.
Transocean 2020 P-39 Proxy Statement
AGENDA ITEM 10
RECOMMENDATION
The Board of Directors recommends that you vote
FOR approval of the compensation of the Company’s
Named Executive Officers, as disclosed pursuant to
the compensation disclosure rules of the SEC,
the Compensation Discussion and
including
Analysis, the compensation tables, and the narrative
disclosure in this proxy statement.
Transocean 2020 P-40 Proxy Statement
AGENDA ITEM 11
Prospective Vote on the Maximum Compensation of the Board of
Directors and the Executive Management Team
11A Ratification of the Maximum Aggregate Amount of Compensation of the
Board of Directors for the Period Between the 2020 Annual General
Meeting and the 2021 Annual General Meeting.
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the shareholders ratify an amount of U.S. $4,121,000 as the maximum
aggregate amount of compensation of the Board of Directors for the period between the 2020 Annual General
Meeting and the 2021 Annual General Meeting.
EXPLANATION
As required by our Articles of Association and the Minder Ordinance, the shareholders are provided the
opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the
members of the Board of Directors for the period between the 2020 Annual General Meeting and the 2021
Annual General Meeting (the “2020/2021 Term”). The shareholder vote is of binding nature.
DIRECTORS’ COMPENSATION PRINCIPLES
The general principles of the compensation for our Board of Directors are described in article 29b of our Articles
of Association.
We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on
our Board of Directors. Our directors’ compensation consists of:
cash retainers and
grants of restricted share units
Set forth below is an overview of the non - employee director compensation elements for the term of office
between the 2018 Annual General Meeting and the 2019 Annual General Meeting (the “2018/2019 Term”), and
the term of office between the 2019 Annual General Meeting and the 2020 Annual General Meeting (the
Transocean 2020 P-41 Proxy Statement
AGENDA ITEM 11
“2019/2020 Term”). Additionally, the compensation elements currently contemplated for the 2020/2021 Term
are also provided:
CASH RETAINERS
Non-employee chair
Non - employee vice chair
Non - employee directors
(other than the chair and
the vice chair)
Additional retainer for
committee chair:
Audit Committee
Compensation Committee
Corporate Governance
Committee, Finance
Committee, and Health,
Safety, Environment and
Sustainability Committee
GRANT OF RESTRICTED
SHARE UNITS
Non - employee chair
Non - employee vice chair
Non - employee directors
(other than the chair and
the vice chair)
2018 AGM – 2019 AGM
(U.S.$)
TERM OF OFFICE
2019 AGM – 2020 AGM
(U.S.$)
2020 AGM – 2021 AGM
(U.S.$)
325,000
250,000
325,000
250,000
275,000
250,000
100,000
100,000
100,000
35,000
20,000
35,000
20,000
35,000
20,000
10,000
10,000
10,000
325,000
210,000
325,000
210,000
275,000
210,000
210,000
210,000
210,000
A more detailed description of the compensation principles currently in effect for our Board of Directors can be
found under “Board Meetings and Committees—Director Compensation Strategy.” The actual amounts paid to
each member of the Board of Directors for fiscal year 2019 are disclosed under “2019 Director Compensation”
and in our Swiss Compensation Report under the caption “Board of Directors’ Compensation.”
PROPOSAL FOR RATIFICATION OF MAXIMUM AGGREGATE AMOUNT
The Board of Directors proposes that the shareholders ratify an amount of U.S. $4,121,000 as the maximum
aggregate amount of compensation of the Board of Directors for the 2020/2021 Term. This amount is the
maximum amount that the Company can pay or grant to the members of the Board of Directors for the
2020/2021 Term. The proposed aggregate maximum amount has been calculated based on the directors’
compensation elements as outlined above.
The table below shows the aggregate compensation paid to our Board of Directors for the 2018/2019 Term,
and the shareholder-approved, maximum aggregate compensation payable to our Board of Directors for the
2019/2020 Term. The 2018/2019 and 2019/2020 Terms include ten non-employee directorships, one of whom
Transocean 2020 P-42 Proxy Statement
AGENDA ITEM 11
was Chair of the Board of Directors. Further, the table explains our proposal for the maximum aggregate amount
of compensation for our Board of Directors for the 2020/2021 Term.
The proposal includes consideration for 10 non-employee directors, one of whom will be chair.
TERM OF OFFICE
2018 AGM - 2019 AGM(5)
(U.S.$)
2019 AGM - 2020 AGM(5)
(U.S.$)
Cash Retainers
Grant of Restricted Share Units(1)
Total(4)
1,510,000
2,575,000(2)(3)
4,121,000
1,510,000
2,575,000(2)(3)
4,121,000
2020 AGM - 2021 AGM
PROPOSED MAXIMUM
AGGREGATE AMOUNT
(U.S.$)
1,510,000
2,575,000 (2)(3)
4,121,000
(1) Restricted share units are granted to each non-employee director annually immediately following the Board of Directors meeting held
in connection with our Annual General Meeting. On the date of grant, the restricted share units have an aggregate value equal to the
U.S. dollar figure indicated in “2019 Director Compensation” table, and the restricted share units vest on the date first to occur of
(i) the first anniversary of the date of grant or (ii) the annual general meeting next following the date of grant, subject to continued
service through the vesting date. Vesting of the restricted share units is not subject to any performance measures.
(2) Aggregate grant date fair value under accounting standards for recognition of share-based compensation expense for restricted share
units granted to our non-employee directors, computed in accordance with FASB ASC Topic 718.
(3) Aggregate target amount.
(4) Mandatory employer-paid social taxes pursuant to applicable law are not included in the total amount. In 2019, employer-paid social
taxes totaled U.S. $42,350.
(5) Based on 10 non-employee directors and the assumptions described above.
The aggregate compensation paid to date and expected to be paid to the members of the Board of Directors
during the 2019/2020 Term is within the maximum aggregate amount approved by shareholders at the 2019
Annual General Meeting. The actual payout and grants will be disclosed in the 2021 and 2022 Proxy
Statements, respectively, and the Swiss Compensation Report for fiscal years 2020 and 2021, respectively.
RECOMMENDATION
The Board of Directors recommends that you vote
FOR this Agenda Item 11A.
Transocean 2020 P-43 Proxy Statement
AGENDA ITEM 11
11B Ratification of the Maximum Aggregate Amount of Compensation of the
Executive Management Team for Fiscal Year 2021.
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the shareholders ratify an amount of U.S. $24,000,000 as the maximum
aggregate amount of compensation of the Executive Management Team for fiscal year 2021.
EXPLANATION
As required by our Articles of Association and the Minder Ordinance, our shareholders are provided the
opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the
members of the Executive Management Team for fiscal year 2021. The shareholder vote is of binding nature.
EXECUTIVE MANAGEMENT TEAM COMPENSATION PRINCIPLES
The general principles of the compensation for the Executive Management Team are described in article 29b
of our Articles of Association.
We use a combination of cash and equity compensation to attract, motivate and retain leaders from the global
executive talent market within and outside our highly competitive industry and to achieve our objective of pay
and performance alignment by delivering the vast majority of our Executive Management Team’s compensation
opportunity as performance - based, ‘at - risk’ compensation. Our Executive Management Team’s compensation
consists of:
base salary,
annual performance bonus,
long - term incentives, which may comprise grants of restricted share units, performance share units
and stock options and
other compensation, including Company contributions to savings and pension plans, life insurance
premiums
Our Executive Management Team comprises our President and Chief Executive Officer, our Executive Vice
President and Chief Financial Officer, and our Executive Vice President and Chief Operations Officer.
For a detailed description of our compensation principles currently in effect for the Executive Management
Team (and our other Named Executive Officers who are not members of the Executive Management Team),
please refer to the section of this proxy statement under the caption: “Compensation Discussion and Analysis.”
We recommend that our shareholders read our Articles of Association and the Compensation Discussion and
Analysis to understand our Executive Management Team compensation principles and process when
considering this proposal. The actual amounts paid to each member of the Executive Management Team for
fiscal years 2017 - 2019 are disclosed in this proxy statement under the caption: “Executive Compensation—
Summary Compensation Table,” and in our Swiss Compensation Report under the caption: “Executive
Management Team Compensation.”
In addition to this binding prospective vote on maximum Executive Management Team compensation,
shareholders have had the opportunity since 2011 under U.S. law, subject to an advisory vote by shareholders
and a determination by the Board of Directors as to the frequency of such opportunity, to cast a retrospective
advisory vote to approve the compensation paid to our Named Executive Officers (including our Executive
Management Team members) for the fiscal year preceding the annual general meeting. Since 2011, our
shareholders have consistently expressed their support for the Company’s executive compensation principles.
Transocean 2020 P-44 Proxy Statement
AGENDA ITEM 11
For fiscal years 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, the shareholder approval levels have
been 86%, 81%, 92%, 80%, 87%, 96%, 97% and 97%, respectively. Our shareholders are again provided the
opportunity to cast a retrospective advisory vote to approve the compensation paid to our Named Executive
Officers (including our Executive Management Team members) for fiscal year 2019, as is explained in detail in
Agenda Item No.10.
The proposed maximum aggregate amount of compensation for the Executive Management Team for fiscal
year 2021 is derived substantially from the Company’s executive compensation principles receiving strong
historical shareholder support as noted above. Consistent with the Company’s historical practice in setting
executive compensation, as reflected in the Compensation Discussion and Analysis, we do not anticipate that
the aggregate amount actually paid to our Executive Management Team members for fiscal year 2021 will be
at the proposed maximum aggregate amount.
PROPOSAL FOR RATIFICATION OF MAXIMUM AGGREGATE AMOUNT
The Board of Directors proposes that the shareholders ratify an amount of U.S. $24,000,000, excluding
employer-paid social taxes, as the maximum aggregate amount of compensation of the Executive Management
Team for fiscal year 2021. This amount is unchanged from the approved maximum aggregate amount of
compensation for fiscal year 2020, and is the maximum amount that the Company can pay or grant to its
members of the Executive Management Team for fiscal year 2021, subject to the authority of the Board of
Directors to grant or pay a “supplementary amount” pursuant to article 29c of our Articles of Association without
additional shareholder ratification to persons who newly assume an Executive Management Team function
after the prospective vote at the 2020 Annual General Meeting.
The table below shows the maximum aggregate amount of compensation that could have been paid or granted
in the fiscal year 2019 under our compensation principles and plans, the maximum aggregate amount of
compensation available to be paid or granted for fiscal year 2020 under our compensation principles and plans
currently in effect, and our proposed maximum aggregate amount of compensation for fiscal year 2021.
The proposed maximum aggregate amount of compensation for fiscal year 2021 is based on our estimated
compensation levels and represents no change from the maximum aggregate amount of compensation for
fiscal year 2020, which was approved by shareholders at last year’s annual general meeting.
FISCAL YEAR 2019
MAXIMUM PAYABLE(1)
(U.S.$)
FISCAL YEAR 2020
MAXIMUM PAYABLE(1)
(U.S.$)
FISCAL YEAR 2021
PROPOSED MAXIMUM
AMOUNT(1)(2)
(U.S.$)
Base Salary
Annual Performance Bonus(5)
Long - Term Incentives(6)
All Other Compensation(7)
Total
2,695,000(3)
6,250,000
12,500,000
2,500,000
23,945,000
2,360,000(4)
6,250,000
12,500,000
2,500,000
23,610,000
2,455,000
6,250,000
12,795,000
2,500,000
24,000,000
(1) Assumes that the base salary, the annual performance bonus and all other compensation have been, or will be, paid or
granted at the maximum level as provided under our compensation principles and plans (e.g., in relation to the annual
performance bonus, assuming a payout of annual incentive bonuses at the maximum payout level of 200%). In relation
to the long - term incentive plans, the fair value calculations are based on an assumed achievement of performance
targets at 100%; see note 5 below for further information.
(2) The proposal of the Board of Directors for ratification by our shareholders only relates to the maximum aggregate
amount of total compensation as shown in the “Total” row. The subtotals shown for each compensation category are
included for illustration purposes only.
(3) Reflects actual base salaries paid to our Executive Management Team members.
(4) Reflects actual base salaries paid to, and base salaries for the remaining fiscal year to be paid to, our Executive
Management Team members, based on base salary levels effective for fiscal year 2019.
Transocean 2020 P-45 Proxy Statement
AGENDA ITEM 11
(5) Based on individual target award opportunities and maximum payout at 200%. As further described under
“Compensation Discussion and Analysis—Annual Performance Bonus,” the potential payout ranges from 0% to 200%
of the individual target award opportunity. Maximum payout is only available upon achievement of superior performance.
Individual target award opportunities ranged, and will range, between 75% and 125% of the base salary, depending on
the level of responsibility.
(6) Based on target amounts and fair value calculations. With regard to performance - based long - term incentives such as
performance share units, the fair value calculations are based on an assumed achievement of performance targets at
100%. For the 2021 grant cycle, the actual number of shares to be allocated under such long - term incentive plans will
be determined in 2024 depending on performance achievement over a three - year performance cycle and may range
between 0% to 200%.
(7) Assumes that all compensation has been paid or granted at the maximum level as provided under our compensation
principles and plans. Mandatory employer-paid social taxes pursuant to applicable law are excluded from the proposed
maximum amount. In 2019, employer-paid social taxes totaled U.S. $227,273.
Shareholder approval is based on the maximum aggregate amounts that could be payable in accordance with
our compensation principles as set out in the 2020 Proxy Statement’s “Compensation Discussion and Analysis.”
Therefore, actual aggregate amounts paid to our Executive Management Team members for fiscal year 2021
will fall within the range that may be payable. And although historical compensation paid to our Executive
Management Team, as disclosed in the Swiss Compensation Report, has been substantially less (2019: U.S.
$19,209,695) than the maximum amount payable (2019: U.S. $24,000,000) we request our shareholders
approve the proposed maximum aggregate amount in order to comply with our Articles of Association and to
ensure that the authorized compensation is set at a level that allows us to honor our compensation obligations
and promises under our compensation principles and plans if the Executive Management Team or its individual
members deliver superior performance and achieve all of the performance objectives at maximum performance
level.
The 2021 Executive Management Team compensation will be disclosed in the proxy statement for our 2022
Annual General Meeting and the Swiss Compensation Report for fiscal year 2021.
RECOMMENDATION
The Board of Directors recommends that you vote
FOR this Agenda Item 11B.
Transocean 2020 P-46 Proxy Statement
AGENDA ITEM 12
Approval of Amendment and Restatement of the Transocean Ltd.
2015 Long-Term Incentive Plan
PROPOSAL OF THE BOARD OF DIRECTORS
The Board of Directors proposes that the shareholders approve the amendment and restatement of the
Transocean 2015 Long-Term Incentive Plan, as amended (“2015 LTIP”), which was originally approved by
shareholders on May 15, 2015. The amendment and restatement of the 2015 Plan would change the 2015
LTIP by (1) reserving an additional 30,000,000 shares issuable pursuant to awards, (2) expanding the
minimum 1-year vesting requirement to apply to all awards, while excluding 5% of shares reserved under the
2015 Plan from the restriction, and (3) updating the 2015 Plan to remove outdated provisions.
EXPLANATION
In order to effectively execute our business strategy, it is essential for us to manage our talent in an industry
where there is intense competition for qualified individuals. We need to (i) attract highly qualified new industry
professionals and (ii) reward and retain our experienced professionals. We believe that the issuance of equity-
based incentive compensation is a key component of our comprehensive human resource strategy, and that
equity-based incentives promote and sustain the progress, growth and profitability of the Company by:
attracting, motivating and retaining individuals of high ability;
reinforcing a pay-for-performance culture;
aligning the interests of our employees with that of the Company, and
providing incentives and rewards to employees who are in a position to contribute to the success
and long-term objectives of the Company.
The competition for highly-qualified talent has increased the importance of equity-based compensation as a
key component for employee recruitment and retention and the need for available shares under an equity
compensation plan. In 2019, the Company granted awards under the 2015 LTIP to 472 individuals, six of whom
were Executives Officers and nine of whom were non-employee directors.
We believe we have demonstrated our commitment to sound equity compensation practices. Management and
our Board are cognizant of the expense attributable to compensatory share awards, as well as dilution, and
strive to maintain both at appropriate levels in order to realize the significant motivational and performance
benefits that may be achieved from making such awards.
As of January 31, 2020, dilution attributed to the 2015 LTIP was approximately 3.25% and would increase by
approximately 5% upon approval of 30,000,000 additional reserves. The three-year average annual percentage
of the Company’s outstanding shares issued under equity incentive plans or the Company’s “burn rate” was
1.60%, well below the Institutional Shareholder Services benchmark for our industry of 4.03%. However, when
annual grants are made in periods of depressed share prices such as those that resulted from the economic
impact of the COVID-19 outbreak, coupled with the decisions by Russia and the Kingdom of Saudi Arabia to
meaningfully increase oil production, dilution may increase significantly from the rate implied by our average
“burn rate.” Nonetheless, we believe that it is important that meaningful equity-based long-term incentives
remain a significant element of our compensation program throughout the business cycle of our industry. We
may also increase cash compensation during such periods relative to our historical practices to limit the amount
of dilution from equity awards.
Transocean 2020 P-47 Proxy Statement
AGENDA ITEM 12
The table below shows information as of January 31, 2020, with regard to all of our share-settled equity plans:
Total Stock Options Outstanding
Total Restricted Share Awards/Units Outstanding
Total Performance Share Awards/Units Outstanding
Total Common Shares Outstanding
Weighted-Average Exercise Price of Stock Options Outstanding
Weighted-Average Remaining Duration of Stock Options Outstanding
Total Shares Available for Grant Under the 2015 LTIP
4,864,425
5,382,990
2,757,717
611,897,060
$ 9.55
7.89 years
7,430,769
DESCRIPTION OF THE 2015 LTIP
The Company believes that the 2015 LTIP incorporates state-of-the-art governance best practices, and a
summary description of the material features of the 2015 LTIP is set forth below.
The 2015 LTIP plan document is attached to this proxy statement as Appendix B and is incorporated by
reference into this proposal. As further described below, the 2015 LTIP will be amended to provide for an
increase of 30,000,000 ordinary shares available for issuance as long-term incentive awards.
Highlights of the 2015 LTIP include:
Fungible share pool. The 2015 LTIP uses a fungible share pool under which each share issued
pursuant to a restricted share award or restricted share unit (including performance awards) will reduce
the number of shares available under the 2015 LTIP by 1.68 shares, and each share issued pursuant
to awards other than restricted share awards and restricted share units will reduce the number of shares
available by 1.0 share.
No liberal share counting. The 2015 LTIP prohibits the reuse of shares withheld or delivered to satisfy
the exercise price of, or to satisfy tax withholding requirements for any awards under the 2015 LTIP.
The 2015 LTIP also prohibits “net share counting” upon the exercise of options or stock appreciation
rights (or SARs) and the use of shares reacquired in the open market or otherwise using cash proceeds
from the exercise of stock options.
No repricing or reloading of stock options or SARs; no cash outs. The 2015 LTIP prohibits the direct or
indirect repricing of stock options or SARs without shareholder approval and also prohibits the
repurchase by the Company of outstanding stock options or SARs with an exercise price higher than
the current fair market value.
Clawback. All equity awards allow for the cancellation of outstanding awards for actions that are
inconsistent with our Code of Integrity.
No discounted stock options or SARs. All stock options and SARs must have an exercise price or base
price equal to or greater than the fair market value of the underlying shares on the date of grant.
Definition of change of control. The 2015 LTIP defines “change of control” in a manner such that a
change of control would not be deemed to occur until the actual consummation of the event that results
in the change of control.
No automatic vesting on a change of control. The terms of the 2015 LTIP do not provide for automatic
single-trigger vesting upon the occurrence of a change of control.
Minimum vesting. Awards under the 2015 LTIP may not vest earlier than the first anniversary of the
grant date, except that up to 5% of shares reserved for awards under the 2015 Plan may be granted
without regard to the minimum 1-year vesting restriction.
Transocean 2020 P-48 Proxy Statement
AGENDA ITEM 12
No dividend equivalents on options, SARs or unvested awards. The terms of the 2015 LTIP do not
permit dividend equivalents to be made a part of an award of stock options or SARs and do not permit
payment of dividend equivalents with respect to awards that are unvested.
Administered by an independent committee. The Compensation Committee, which is made up entirely
of independent directors, has ultimate administration authority for the 2015 LTIP.
Shares Available for Award and Share Counting
When originally adopted, the 2015 LTIP reserved a total of 19,500,000 shares for awards, plus the remaining
shares from a prior long-term incentive plan that had not been granted. In 2018, shareholders approved an
additional 12,000,000 shares under the 2015 LTIP. Subject to shareholders’ approval of the proposed
amendment and restatement of the 2015 LTIP, an additional 30,000,000 shares will be reserved for awards
under the 2015 LTIP.
Awards under the 2015 LTIP will reduce the shares available for grant under the 2015 LTIP as follows: each
share issued pursuant to a restricted share award or restricted share unit will reduce the number of shares
available under the 2015 LTIP by 1.68 shares, and each share issued pursuant to awards other than restricted
share awards and restricted share units will reduce the number of shares available by 1.0 share.
Any of the authorized shares may be used for any of the types of awards described in the 2015 LTIP. Shares
related to performance awards that are payable solely in cash, which include performance share units to be
awarded under the 2015 LTIP, will not be counted against the aggregate number of shares available under the
2015 LTIP. The aggregate number of shares underlying options and SARs and the aggregate number of shares
pursuant to restricted share, restricted share units or other share-based awards that may be granted to any
participant in any calendar year each may not exceed 600,000 shares. In addition, the maximum amount
granted to an employee participant pursuant to awards that may be settled in cash in any calendar year may
not exceed a grant date value of U.S. $5,000,000. The maximum award value granted to a non-employee
director in any calendar year may not exceed U.S. $1,000,000.
If any shares subject to an award under the 2015 LTIP are forfeited, expire, are settled for cash or otherwise
cancelled, then, in each case, the shares subject to the award may be used again for awards under the 2015
LTIP to the extent of the forfeiture, expiration, cash settlement or cancellation. The shares will be added back
as (a) 1.68 shares for every share if the shares were subject to restricted share awards, restricted share units
or performance units granted and (b) as 1.0 share for every share if the shares were subject to awards other
than restricted share awards, restricted share units or performance unit.
The following shares will not be added to the shares authorized for grant as described above:
(i)
(ii)
(iii)
(iv)
shares tendered by the participant or withheld by us in payment of the purchase price of an option;
shares tendered by the participant or withheld by us to satisfy any tax withholding obligation with
respect to an award;
shares that are not issued due to net settlement of an award; and
shares reacquired by the Company on the open market or otherwise using cash proceeds from the
exercise of options.
The 2015 LTIP provides for appropriate adjustments in the event of a merger, demerger, consolidation,
recapitalization, stock split, combination of shares, plan of exchange, share dividend or similar transaction
involving the Company.
Transocean 2020 P-49 Proxy Statement
AGENDA ITEM 12
Administration
The Compensation Committee of the Board has overall authority to administer the 2015 LTIP. The Board may
designate another committee or committees to administer the 2015 LTIP.
Eligible Participants
As of January 31, 2020, the Company had approximately 6,000 eligible participants in the 2015 LTIP and, in
2019, awards under the plan were granted to 457 employees, six executive officers and nine non-employee
directors.
Types of Awards
The 2015 LTIP authorizes the issuance of the following types of awards:
Nonqualified and Incentive Stock Options. Nonqualified stock options and incentive stock options may
be granted under the 2015 LTIP. The exercise price of options may not be less than the fair market
value of our shares on the date of grant and no option may be exercised after the expiration of ten
years from the date of grant. The fair market value of our shares is determined by reference to the
reported closing price on the NYSE. An option may be exercised only to the extent that the option is
vested in accordance with a schedule determined by the Compensation Committee in its sole
discretion.
Stock appreciation rights or SARs. SARs may be granted to participants under the 2015 LTIP. The
exercise price of a SAR may not be less than the fair market value of our shares on the date of grant
and no SAR may be exercised after the expiration of ten years from the date of grant. The payment of
the appreciation associated with the exercise of a SAR will be made by the Company in shares of our
common stock or in cash as determined by the Compensation Committee. A SAR may be exercised
only to the extent that the SAR is vested in accordance with a schedule determined by the
Compensation Committee in its sole discretion.
Restricted share awards and restricted share units. Restricted share awards and restricted share units,
or RSUs, may be granted under the 2015 LTIP. Restricted share awards and RSUs granted under the
2015 LTIP will vest in accordance with a schedule or achievement of certain performance or other
criteria as determined by the Compensation Committee. Upon termination of service or employment
prior to vesting, the restricted shares or RSUs will be forfeited, unless otherwise determined by the
Compensation Committee. The Compensation Committee has the discretion to grant a holder of
restricted shares the right to vote such shares and to receive dividends. RSUs do not entitle a holder
to any of the rights of a shareholder with respect to the shares; however, the Compensation Committee
has the discretion to grant dividend equivalents with respect to the RSUs provided that no dividend
equivalents may be paid with respect to an award that has not vested.
Performance awards. Performance awards may be granted under the 2015 LTIP. Performance awards
issued under the 2015 LTIP will become payable in accordance with the achievement of certain
performance or other criteria as determined by the Compensation Committee, provided that a
performance period may be no less than one year in duration. Performance measures may be based
on the achievement of one or more of the following: (1) increased revenue; (2) net income measures
(including but not limited to income after capital costs and income before or after taxes); (3) share price
measures (including but not limited to growth measures and total shareholder return); price per share;
market share; earnings per share (actual or targeted growth); (4) earnings before interest, taxes,
depreciation, and amortization (“EBITDA”); (5) economic value added (or an equivalent metric);
(6) market value added; (7) debt to equity ratio; (8) cash flow measures (including but not limited to
cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before
financing activities, cash flow value added, cash flow return on market capitalization); (9) return
measures (including but not limited to return on equity, return on average assets, return on capital, risk-
adjusted return on capital, return on investors’ capital and return on average equity); (10) operating
measures (including operating income, funds from operations, cash from operations, after-tax operating
Transocean 2020 P-50 Proxy Statement
AGENDA ITEM 12
income; sales volumes, production volumes and production efficiency); (11) expense measures
(including but not limited to overhead cost and general and administrative expense cost control and
return;
project management);
(15) proceeds from dispositions; (16) total market value and corporate values measures (including
ethics compliance, environmental, human resources development and safety); and (17) any other
measure as determined by the Compensation Committee.
(13) shareholder value;
(14) total shareholder
(12) margins;
Cash awards. Cash awards may be granted under the 2015 LTIP and may be made subject to a vesting
schedule or other performance measures as determined by Compensation Committee.
Non-Employee Director Awards
The Compensation Committee may grant awards of restricted share awards or restricted share units to non-
employee directors under the 2015 LTIP.
Minimum Vesting Requirements
The 2015 LTIP does not permit awards to vest earlier than the first anniversary of the grant date; provided that
up to 5% of shares reserved for awards under the 2015 Plan may be granted without regard to the minimum 1-
year vesting restriction.
Prohibitions Related to Stock Options and SARs
Unless the approval of shareholders is obtained first, the 2015 LTIP does not permit (a) repricing of stock
options or SARs after the grant date, (b) accepting outstanding stock options or SARs for surrender as
consideration for the grant of a new option or SAR with a lower exercise price or for the grant of another award,
(c) repurchasing from award recipients any outstanding stock options or SARs that have an exercise price
higher than the current fair market value of a share, or (d) granting any stock option or SAR that contains a
"reload" feature under which additional stock options, SARs or other awards are granted automatically upon
exercise of the original stock option or SAR. The 2015 LTIP also prohibits dividend equivalents with respect to
stock options and SARs.
Treatment of Awards Upon Certain Events
Retirement, Death, Disability or Change of Control. The Committee may, in its sole discretion, accelerate the
vesting of unvested awards or waive, eliminate or make less restrictive the restrictions or provisions governing
awards or otherwise amend or modify awards in the case of retirement from employment or service on the
Board, death, disability, change of control, or any other reason, except that any modification may not be
materially adverse to the award recipient unless the recipient has consented to the modification or the
modification relates to a merger, reorganization or similar transaction.
Termination and Agreement
The 2015 LTIP may be terminated or amended by the Board. Shareholder approval is required for any
amendment to the 2015 LTIP if (i) such approval is necessary or desirable to qualify or comply with any tax or
regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply;
or (ii) in the opinion of counsel to the Company, shareholder approval is required by any federal or state laws
or regulations or the rules of any stock exchange on which the shares may be listed.
Transferability
Awards are not transferable except by will or by the laws of descent and distribution.
U.S. Federal Income Tax Consequences
Under current federal tax law, the following are the U.S. federal income tax consequences generally arising
with respect to restricted shares, performance shares, options and other awards granted under the 2015 LTIP.
Transocean 2020 P-51 Proxy Statement
AGENDA ITEM 12
The discussion is not a complete analysis of all federal income tax consequences and does not cover all specific
transactions which may occur.
Absent the filing of a Section 83(b) election with the IRS, no income will be recognized by a participant for U.S.
federal income tax purposes upon the grant of restricted shares, performance shares or other stock awards.
Upon the vesting of an award for which no payment was made by the participant, the participant will recognize
ordinary income in an amount equal to the fair market value of the shares on the vesting date. Income
recognized upon vesting by a participant who is an employee will be considered compensation subject to
withholding at the time the income is recognized and, therefore, the Company must make the necessary
arrangements with the participant to ensure that the amount of tax required to be withheld is available for
payment. Stock awards provide the Company with a deduction equal to the amount of income recognized by
the participant, subject to certain deduction limitations. A participant's adjusted basis in the shares received
through stock awards is equal to any ordinary income related to the award recognized by the participant. If a
participant thereafter sells the shares, any amount realized over (under) the adjusted basis of the shares will
constitute capital gain (loss) to the participant for U.S. federal income tax purposes. If a participant forfeits an
award prior to its vesting, the participant will not recognize any ordinary income as a result of such forfeiture,
and no deduction will be provided to the Company.
Upon the grant of restricted shares, the participant may file an election under Section 83(b) of the Code to
accelerate the recognition of ordinary income to the grant date of the award. Such ordinary income is equal to
the fair market value of the shares on the grant date (assuming no payment by the participant for the shares)
and is considered compensation subject to withholding for employees.
There are no tax consequences associated with the grant or timely exercise of an incentive stock option. If a
participant holds the shares acquired upon the exercise of an incentive stock option for at least one year after
exercise and two years after the grant of the option, the participant will recognize capital gain or loss upon sale
of the shares equal to the difference between the amount realized on the sale and the exercise price. If the
shares are not held for the required period, the participant will recognize ordinary income upon disposition in
an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise
price, up to the amount of the gain on disposition. Any additional gain realized by the participant upon disposition
will be capital gain. The excess of the fair market value of shares received upon the exercise of an incentive
stock option over the option price for the shares is a preference item for purposes of the alternative minimum
tax. An expense deduction by the Company in connection with the exercise of an incentive stock option is not
allowed unless the participant recognizes ordinary income.
Generally, no income will be recognized by a participant for U.S. federal income tax purposes upon the grant
of a nonqualified stock option. Upon exercise of a nonqualified stock option, the participant will recognize
ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise
over the amount of the exercise price. Income recognized by a participant who is an employee, upon the
exercise of a nonqualified stock option, will be considered compensation subject to withholding at the time the
income is recognized and, therefore, the Company must make the necessary arrangements with the participant
to ensure that the amount of tax required to be withheld is available for payment. Nonqualified stock options
provide the Company with a deduction equal to the amount of income recognized by the participant, subject to
certain deduction limitations. The adjusted basis of shares transferred to a participant pursuant to the exercise
of a nonqualified stock option is the price paid for the shares plus an amount equal to any income recognized
by the participant as a result of the exercise of the option. If a participant thereafter sells shares acquired upon
exercise of a nonqualified stock option, any amount realized over (under) the adjusted basis of the shares will
constitute capital gain (loss) to the participant for U.S. federal income tax purposes.
If a participant surrenders shares which the participant already owns as payment for the exercise price of a
stock option, the participant will not recognize gain or loss as a result of such surrender. The number of shares
received upon exercise of the option equal to the number of shares surrendered will have a tax basis equal to
the tax basis of the surrendered shares. The holding period for such shares will include the holding period for
the shares surrendered. The remaining shares received will have a basis equal to the amount of income the
participant recognizes upon receipt of such shares. The participant's holding period for such shares will
commence on the day after such exercise.
Transocean 2020 P-52 Proxy Statement
AGENDA ITEM 12
Generally, no income will be recognized by a participant for U.S. federal income tax purposes upon the grant
of a SAR. Upon exercise of a SAR, the participant will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the amount of the exercise price.
Income recognized by a participant who is an employee, upon the exercise of a SAR, will be considered
compensation subject to withholding at the time the income is recognized and, therefore, the Company must
make the necessary arrangements with the participant to ensure that the amount of tax required to be withheld
is available for payment. SARs provide the Company with a deduction equal to the amount of income
recognized by the participant, subject to certain deduction limitations. The adjusted basis of shares transferred
to a participant pursuant to the exercise of a SAR is the price paid for the shares plus an amount equal to any
income recognized by the participant as a result of the exercise of the SAR. If a participant thereafter sells
shares acquired upon exercise of a SAR, any amount realized over (under) the adjusted basis of the shares
will constitute capital gain (loss) to the participant for U.S. federal income tax purposes.
Upon the receipt of a cash award, the participant will recognize ordinary income in an amount equal to the cash
received. Income recognized upon the receipt of a cash award by a participant who is an employee will be
considered compensation subject to withholding at the time the cash is received and, therefore, the Company
must properly withhold the required tax.
Section 162(m) limits the annual tax deduction to U.S. $1 million for compensation paid by a publicly held
company to its chief executive officer and each of the company's three other most highly compensated named
executive officers, unless certain performance-based requirements are met. Under the Tax Cuts and Jobs Act
of 2017 (the “2017 Tax Act”), effective for our taxable year beginning January 1, 2018, the exception under
Section 162(m) for performance-based compensation will no longer be available, subject to transition relief for
certain grandfathered arrangements in effect as of November 2, 2017. In addition, the covered employees will
be expanded to include our chief financial officer, and once one of our named executive officers is considered
a covered employee, the named executive officer will remain a covered employee so long as he or she receives
compensation from us. Although the deductibility of compensation is a consideration evaluated by the
Compensation Committee, the Compensation Committee believes that the lost deduction on compensation
payable in excess of the U.S. $1 million limitation is not material relative to the benefit of being able to attract
and retain talented management. We have also awarded compensation that might not be fully tax deductible
when such grants were nonetheless in the best interest of us and our stockholders. Accordingly, the
Compensation Committee will continue to retain the discretion to pay compensation that is subject to the U.S.
$1 million deductibility limit.
Code Section 409A generally provides that any deferred compensation arrangement must satisfy specific
requirements, both in operation and in form, regarding (1) the timing of payment, (2) the election of deferrals,
and (3) restrictions on the acceleration of payment. Failure to comply with Code Section 409A may result in the
early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% penalty
on the participant on such deferred amounts included in the participant's income. The Company intends to
structure awards under the 2015 LTIP in a manner that is designed to be exempt from or comply with Code
Section 409A.
Transocean 2020 P-53 Proxy Statement
AGENDA ITEM 12
WHY SHOULD YOU VOTE TO APPROVE THE AMENDED AND RESTATED
2015 LTIP?
We must attract, motivate and retain individuals of high ability. The ability to issue equity is
fundamental to our compensation strategy. Our success is dependent, in large part, on our ability
to use equity compensation to attract, motivate and retain experienced and highly capable
people.
We have a disciplined annual share granting practice. Our burn rate has averaged 1.6% over the
past three years. For comparison purposes, our average burn rate over the past three and five
years are both well below the Institutional Shareholders Services Inc. (“ISS”) cap of 4.03% for
Russell 3000 constituents in the energy industry.
Without equity compensation, we could lose employees or be forced to pay more compensation
in cash. If equity compensation is not available, we could face the choice of losing our most
valuable employees or using cash-based long- term incentives to compensate employees, which
would not be the best use of our liquidity during the market recovery and could result in a
misalignment of the interests of our employees and shareholders.
We use equity compensation to align employee and shareholder interests. Equity compensation
is a critical means of aligning the interests of our employees with those of our shareholders and
provides a strong pay-for-performance link between the compensation provided to executives
and the Company’s performance.
We grant shares that must be earned by our executives. Half of the shares we awarded in 2018
to our Named Executive Officers are subject to achieving a pre-determined level of shareholder
returns compared to our industry peer group.
We have equity ownership requirements. We apply meaningful ownership requirements to our
executives to ensure a significant ownership stake in our Company. This further aligns the
interests of our executives with those of our shareholders.
The 2015 LTIP incorporates state-of-the-art governance best practices. The 2015 LTIP meets
governance best practices standards for employee incentive plans.
RECOMMENDATION
The Board of Directors recommends a vote FOR this
Agenda Item 12.
Transocean 2020 P-54 Proxy Statement
CORPORATE GOVERNANCE
WE ARE COMMITTED TO UPHOLDING HIGH STANDARDS OF CORPORATE GOVERNANCE AND
BUSINESS CONDUCT AND BELIEVE THAT WE HAVE MAINTAINED GOOD CORPORATE
GOVERNANCE PRACTICES FOR MANY YEARS.
We annually review and, as necessary, update our Corporate Governance Guidelines and our Code
of Integrity.
We conduct online mandatory training for our employees and officers on our Code of Integrity and other
relevant compliance topics.
We also require all of our officers and managerial and supervisory employees to certify compliance
with our Code of Integrity each year and to proactively report any non-compliance they may discover.
Management and the Board of Directors solicit and are responsive to shareholder feedback that informs
our governance practices.
The Corporate Governance Committee of the Board of Directors evaluates the Company’s and the Board of
Directors’ governance practices and formally reviews all committee charters along with recommendations from
the various committees of the Board of Directors and the Board of Directors’ governance principles at least
annually. The Corporate Governance Committee receives updates at each meeting regarding new
developments in the corporate governance arena. Our Corporate Governance Guidelines and committee
charters also require, among other things, that each committee and the Board of Directors annually conduct a
self-evaluation of their own performance. The evaluation provides an opportunity for an assessment of each
member of the Board of Directors.
Director Share Holding Requirement
Non-Management Director
5x Annual Cash Retainer
President and Chief Executive Officer
6x Base Pay
We have equity ownership guidelines for directors that require each current non - management director to
acquire and retain a number of our shares, restricted share units and/or deferred units at least equal in value
to an amount five times the director’s annual cash retainer. Each new director is required to acquire and retain
such number of shares, restricted share units and/or deferred units over his or her initial five years as a director.
Jeremy D. Thigpen, our President and Chief Executive Officer, is subject to separate officer share ownership
guidelines providing for a more stringent requirement of six times his base pay. In connection with such
ownership requirement, the Board of Directors currently grants restricted share units to each of our
non - management directors. See “Compensation Discussion and Analysis” for more information about these
guidelines.
Restrictions on Pledging, Hedging and Margin Accounts
Pursuant to our Insider Trading Policy, employees, officers and directors are restricted from pledging, hedging
or holding shares in a margin account.
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CORPORATE GOVERNANCE
Governance Documents
Our current governance documents may be found on our website at: www.deepwater.com by selecting the
Governance page in the Investors section dropdown. Among the information you can find there is the following:
Articles of Association
Organizational Regulations
Audit Committee Charter
Finance Committee Charter
Corporate Governance
Committee Charter
Health, Safety, Environment
and Sustainability Committee
Charter
Corporate Governance
Guidelines
Compensation Committee
Charter
Our Mission Statement
Our FIRST Shared Values
Code of Integrity
Gender Pay Gap Regulations
Our Modern Slavery and
Human Trafficking Statement
Our Tax Principles Statement
Information contained on our website is not part of this proxy statement.
Environmental Stewardship
Transocean is committed to safely performing our operations while reducing our environmental footprint. Our
commitment to protecting the environment in all of our worldwide operations includes conducting our business
in a manner that respects the environment, prevents incidents, identifies areas for improvement and strives to
reduce emissions on all of our installations. Our industry is reliant on natural resources, and, at Transocean we
are keenly aware of our responsibility to identify, control, record and reduce our environmental impact.
Through continuous engagement with stakeholders, we incorporate feedback and address the material issues
that are important to our dynamic industry and global community. Among other initiatives designed to reduce
our environmental footprint, we continue to identify, develop and implement more efficient and sustainable
technologies. For example, in 2019, we successfully deployed the world’s first hybrid energy propulsion system
aboard a floating drilling unit, which targets a 14% reduction in fuel use during normal operations and reduces
NOx and CO2 emissions.
To further underscore our commitment to responsible oversight of our environmental impact, in 2018, we
formalized many of our sustainability initiatives, including the leadership of those initiatives under our Vice
President – Human Resources, Community Relations and Sustainability. Our investments as part of this formal
program include:
Technologies that improve the safety, reliability and efficiency of our assets and to reduce the impact
our rigs have on the environment;
The responsible divestiture and disposal of older and less capable assets;
Programs to support the global communities in which we operate;
Recruiting, developing, retaining and motivating the industry’s most talented and diverse workforce;
Training and safety programs and tools to protect our people, assets and the environments in which
we operate.
Inclusive and Diverse Leadership and Workforce
As an international company, we respect the diversity and cultures of our workforce and the countries in which
we operate. Our diverse workforce is the foundation for Transocean’s position as the industry leader in offshore
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CORPORATE GOVERNANCE
drilling and our most valued asset. Our workforce serves as the steward of our reputation, essential to our
growth and long-term success, and we are committed, in turn, to providing those who work at Transocean with
an inclusive, supportive, safe and respectful environment in which our workforce can flourish personally and
professionally.
In 2019, our workforce consisted of approximately 6,600 employees and contractors, representing 58
nationalities; women comprised 7% of our global workforce and 15% of our leadership positions. We recognize
that our industry lags behind other industries in overall gender diversity, which is one of the reasons that
Transocean continues to seek ways to enhance our gender representation and inclusion across all levels of
our organization through recruitment, development, education and advancement.
Community Service and Industry Leadership
Transocean is committed to serving our communities, supporting and participating in industry associations, and
engaging with our investors. We are proud to help our communities around the world address the challenges
they confront. Our community investments continue to focus around STEM education and literacy, health and
safety to promote healthy living and disease eradication, environmental conservation and restoration, social
services and employee engagement to provide the basics of food, shelter, education, water and well-being.
As an industry leader, we are mindful of our responsibility in influencing and setting the standards that guide
best practices. We continue to actively participate on committees and in events sponsored by:
American Petroleum Institute
Center for Offshore Safety
International Association of Drilling Contractors
National Ocean Industries Association
Oilfield Energy Center
Society of Petroleum Engineers
Women Offshore
For more information on our sustainability efforts, please see our most recent sustainability report on our
website by selecting the Sustainability, Health, Safety and Environment page from the “About” tab on the
homepage and scrolling down to the sustainability report.
We will continue to monitor our governance and sustainability practices and update policies and procedures,
as appropriate, in order to maintain our high standards.
Risk Management
Executive management is responsible for the day - to - day management of the risks we face, while the Board of
Directors, as a whole and through its various committees, has responsibility for the oversight of risk
management for the Company. Through the Board of Directors’ oversight role and review of management’s
active role, the directors satisfy themselves that the risk management processes designed and implemented
by management (as more particularly described below) are adapted to and integrated with the Company’s
corporate strategy, that those processes are functioning as designed, and that steps are taken to foster a culture
in which each employee understands his or her impact on the assessment and management of risk, his or her
responsibility for acting within appropriate limits, and his or her ultimate accountability.
The Company has an enterprise risk management process and framework, which includes an Executive Risk
Management Committee and a risk committee working group. The Executive Risk Management Committee is
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CORPORATE GOVERNANCE
composed of members of senior management, including our Chief Executive Officer and other members of
management in key functions and selected divisions of the Company. The duties of the Executive Risk
Management Committee include the following:
reviewing and approving appropriate changes to the Company’s policies and procedures regarding risk
management;
identifying and assessing operational, commercial, strategic, financial, cybersecurity, macroeconomic
and geopolitical risks facing the Company;
identifying risks and taking corrective actions, if appropriate; monitoring key indicators to assess the
effectiveness and adequacy of the Company’s risk management activities; and
communicating with the Board of Directors at least once a year with respect to risk management.
The Executive Risk Management Committee and/or members of management present a report on risk
management activities to the Board of Directors at least annually. The risk committee working group identifies
risks facing the Company, makes an assessment of each risk, identifies preventive and mitigating controls and
then makes recommendations for improvement opportunities to the Board of Directors or our Chief Executive
Officer, as appropriate. Our management and Board of Directors continue to assess and respond to various
risks that affect our industry, our company and our employees, including public health issues such as COVID-
19 and market fluctuations among commodities.
Compensation and Risk
We regularly assess risks related to our compensation programs, including our executive compensation
programs. The Compensation Committee reviews information and solicits input from an independent
compensation consultant regarding compensation factors, which could mitigate or encourage excessive
risk - taking. In its review in 2019, the Compensation Committee considered the attributes of our programs,
including the metrics used to determine incentive awards, the weight of each metric, the timing and processes
for setting performance targets and validating results, the performance measurement periods and time
horizons, the total mix of pay and the maximum compensation and incentive award payout opportunities. We
believe that the risks arising from our compensation policies and practices are not reasonably likely to have a
material adverse change on the Company.
Independence of Board Members
Our Corporate Governance Guidelines require that at least a majority of the members of the Board of Directors
meet the independence standards set by the NYSE. In order to meet the NYSE’s independence standards, a
member of the Board of Directors must not have a relationship with the Company that falls within certain
objective categories established by the NYSE. In addition, the Board of Directors must then affirmatively
determine, with respect to each director and nominee, that he or she did not otherwise have a material
relationship with the Company. There is no family relationship between any of our directors.
The Board of Directors has determined that its current members and nominees, with the exception of Jeremy
D. Thigpen (the Company’s President and Chief Executive Officer), are independent and meet the applicable
independence standards set by the NYSE, the SEC and our guidelines. Additionally, our Compensation, Audit
and Corporate Governance Committees are composed solely of directors who meet the applicable NYSE and
SEC independence standards for membership on these committees.
In making its independence determinations, the Board of Directors considered the fact that certain directors, as
described below, are or within the past three years have been directors or officers of, or have had relationships
with, companies with which we conduct business in the ordinary course.
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CORPORATE GOVERNANCE
The Board of Directors also considered the transactions with these companies and believes they were on
arm’s - length terms that were reasonable and competitive.
From 2012 to 2019, Mr. Barker served as a non-executive director and as a member of the audit
committee of Aviva plc, a company that provides insurance-related services to the Company.
Mr. Barker’s son was a Transaction Services strategy consultant at PwC UK, an assurance, advisory
and tax services firm that provides services to the Company, but is not the Company’s independent
registered public accounting firm. Mr. Barker’s son left PwC in January 2019, and at no time did his son
directly or indirectly, provide any services to the Company or any of its affiliates. His son never worked
within a division of PwC that provided any services to the Company or any of its affiliates. Moreover,
Mr. Barker’s son was not a partner or principal of PwC, but was instead one of more than 250,000
persons employed by PwC worldwide. Further, the Company’s relationship with PwC predates both
the Company’s relationship with Mr. Barker and PwC’s relationship with Mr. Barker’s son.
Since 2016, Mr. Curado has been a non-executive director of ABB Ltd, from which the Company has
purchased rig-related services and equipment.
Mr. Curado’s son began working in GE’s corporate audit department in 2017. GE sold its interest in
Baker Hughes in 2019 and his son continues to work as a finance manager for Baker Hughes. His son-
in-law works as an engineer for Mitsubishi Industries. GE, Baker Hughes and Mitsubishi Industries
provide services or products to the Company.
Since 2010, Mr. Deaton has served as a non-executive director of Air Products and Chemicals, Inc.,
from which the Company rented and purchased rig-related products and equipment.
Ms. de Saint Victor was General Counsel and Company Secretary of ABB Ltd. from 2007 to 2019,
when she retired from her position as General Counsel. She will retire from her remaining position as
Company Secretary on March 31, 2020. Since 2019, Ms. de Saint Victor has been a director and
member of the audit committee of ABB India Limited. Her service on the board and audit committee of
ABB India Limited will terminate on April 29, 2020.
Until January 10, 2020, Ms. de Saint Victor’s brother-in-law was managing director and controlled a
majority of the voting interests in Groupe Bourbon, from whom the Company purchases offshore supply
services.
From 2016 to 2018, Mr. Merksamer served as non-executive director of American International Group,
Inc., a company that provides insurance-related services to the Company.
Since 2010, Mr. Tan has served as a non-executive director of Keppel Corporation, which provides the
Company with services related to rig construction and shipyard work.
Upon and following the closing of the Company’s acquisition of Songa Offshore in January 2018,
Mr. Mohn became the beneficial owner of 67,740,289 Company shares, consisting of 31,120,553
Company shares issued in connection with the acquisition, an additional 2,000,000 shares purchased
on the open market on or before March 12, 2018, and 34,619,736 Company shares that may be issued
in the future upon exchange of the 0.5% Exchangeable Senior Bonds due 2023 issued in connection
with the acquisition. As a result, assuming the conversion of the Exchangeable Bonds beneficially
owned by Mr. Mohn and his right to receive 42,326 shares based on his service as a director of
Transocean Ltd., he will possess voting rights with respect to approximately 11.03% of the Company’s
outstanding shares as of March 10, 2020. The Board of Directors evaluated Mr. Mohn’s overall
beneficial ownership of Company shares and concluded that his ownership of Company shares is not
a material relationship that would affect his independence or service as a director of the Company, and
that he meets the standards for independence adopted by the SEC and the NYSE.
Accordingly, the Board of Directors concluded that the relationships described above have no effect on the
independence of these directors. Because of our extensive operations, transactions and director relationships,
transactions of this nature are expected to take place in the ordinary course of business in the future.
Transocean 2020 P-59 Proxy Statement
CORPORATE GOVERNANCE
Board Retirement
Pursuant to amendments to our Corporate Governance Guidelines adopted in 2019, each member of our Board
of Directors must retire from the Board at the Annual General Meeting following his or her 75th birthday or after
he or she has served on the Board of Directors for 15 years, whichever occurs first.
Executive and Director Compensation Process
Our Compensation Committee has established an annual process for reviewing and establishing executive
compensation levels. An outside consultant, Pay Governance LLC, retained by the Compensation Committee
has provided the Compensation Committee with relevant market data and alternatives to consider in
determining appropriate compensation levels for each of our executive officers. Pay Governance has served
as the Compensation Committee’s outside consultant since February 2011. Our Chief Executive Officer also
assists the Compensation Committee in the executive compensation setting process. For a more thorough
discussion of the roles, responsibilities and process we use for setting executive compensation, see
“Compensation Discussion and Analysis.”
Director compensation is set by the Board of Directors upon a recommendation from the Compensation
Committee. Since 2015, director compensation is also subject to shareholder approval at the Company’s annual
general meetings. Each calendar year, the Compensation Committee reviews the compensation paid to our
directors to be certain that it is competitive in attracting and retaining qualified directors. The Compensation
Committee has used its outside consultant, Pay Governance LLC, to gather data regarding director
compensation at (1) certain similar size companies in the general industry, as well as (2) the same peer group
of companies generally utilized in the consideration of executive compensation, as set forth in the
“Compensation Discussion and Analysis.” Based upon its review of the data and its own judgment, the
Compensation Committee recommended for consideration by the Board of Directors that the compensation of
the Chair of the Board would be better aligned to market with a reduction in total compensation of $100,000. In
February 2020, the Board of Directors approved this recommendation by the Compensation Committee.
Process for Communication by Shareholders and Interested Parties
with the Board of Directors
The Board of Directors has established a process whereby interested parties may communicate with the Board
of Directors and/or with any individual director. Interested parties, including shareholders, may send
communications in writing, addressed to the Board of Directors or an individual director, to:
Transocean Ltd.
Attention: Corporate Secretary
Turmstrasse 30
6312 Steinhausen, Switzerland
The Corporate Secretary will forward these communications, as appropriate, to the addressee depending on
the facts and circumstances outlined in the communication. The Board of Directors has directed the Corporate
Secretary not to forward certain items, such as: spam, junk mailings, product inquiries, resumes and other
forms of job inquiries, surveys and business solicitations. Additionally, the Board of Directors has advised the
Corporate Secretary not to forward material that is illegal or threatening, but to make the Board of Directors
aware of such material, and may request it be forwarded, retained or destroyed at the Board of Directors’
discretion.
Transocean 2020 P-60 Proxy Statement
CORPORATE GOVERNANCE
Policies and Procedures for Approval of Transactions with Related
Persons
The Board of Directors has a written policy with respect to related person transactions pursuant to which such
transactions are reviewed, approved or ratified. The policy applies to any transaction in which:
(1)
(2)
(3)
the Company is a participant,
any related person has a direct or indirect material interest and
the amount involved exceeds U.S. $120,000, but excludes any transaction that does not require
disclosure under Item 404(a) of Regulation S - K. The Audit Committee, with assistance from the
Company’s General Counsel, is responsible for reviewing, approving and/or ratifying any related
person transaction.
To identify related person transactions, each year we distribute and require our directors and executive officers
to complete questionnaires identifying transactions with us in which the executive officer or director or their
immediate family members have an interest. Quarterly, our directors and executive officers must re-affirm in
writing that the information previously provided in their questionnaires remains accurate and complete, and
provide updates regarding any related person relationships that may have arisen. Our Code of Integrity further
requires that an executive officer inform the Company when the executive officer’s private interest interferes or
appears to interfere in any way with our interests. In addition, the Board of Directors’ Corporate Governance
Guidelines require that a director must immediately inform the Board of Directors or the Chair of the Board of
Directors in the event that a director believes he or she has an actual or potential conflict with our interests.
Furthermore, under our Organizational Regulations, a director must disclose and abstain from voting with
respect to matters that feature unresolved conflicts of interest.
Under our related persons transaction policy, the Audit Committee considers all relevant facts and
circumstances available, including the related persons involved, their relationship to the Company, their interest
and role in the transaction, the proposed terms of the transaction (including expected aggregate value and
value to be derived by the related person), the benefits to the Company, the availability to the Company of
alternative means or transactions to obtain like benefits and the terms that would prevail in a similar transaction
with an unaffiliated third party. For related person transactions that do not receive prior approval from the Audit
Committee, the transactions are submitted to the Audit Committee to consider all relevant facts and
circumstances and, based on its conclusions, evaluate all options, including, but not limited to, ratification,
amendment or termination of the transaction. Since the beginning of 2019, there were no related person
transactions where such policies and procedures were not followed.
Certain Relationships and Related Party Transactions
In connection with our acquisition of Songa Offshore, Mr. Mohn acquired beneficial ownership of U.S.
$355,813,000 aggregate principal amount of Transocean Inc.’s 0.5% Exchangeable Senior Bonds due 2023,
including exchangeable bonds acquired by Perestroika AS (an entity affiliated with Mr. Mohn) as part of our
private exchange offers undertaken to refinance certain of Songa Offshore’s previously outstanding
indebtedness. These exchangeable bonds bear interest at an annual rate of 0.5%, payable semiannually, and
are exchangeable into shares of Transocean Ltd. at any time at the option of the holder. In connection with our
acquisition of Songa Offshore, we also entered into a registration rights agreement with certain affiliates of Asia
Research & Capital Management and Perestroika AS, each of whom is one of our significant shareholders.
This registration rights agreement provides them with certain customary registration rights over the
exchangeable bonds they received as part of our private exchange offers undertaken to refinance certain of
Songa Offshore’s previously outstanding indebtedness and, in the case of Perestroika AS, any shares and
exchangeable bonds that Perestroika AS received in the acquisition as a former shareholder of Songa Offshore
or that it may acquire in the future.
Transocean 2020 P-61 Proxy Statement
BOARD MEETINGS AND COMMITTEES
During 2019, the Board of Directors of Transocean Ltd. held four meetings. The Board of Directors and the
committees of the Board of Directors met at least once a quarter and the quarterly meetings generally occurred
over a period of two days. Each of our directors attended 100% of the meetings following their election, including
meetings of committees on which the director served.
The Board of Directors has the following standing committees: Audit, Compensation, Finance, Corporate
Governance, and Health, Safety, Environment and Sustainability. As noted above, the charters for these
committees may be found on our website at: www.deepwater.com by selecting the Governance page in the
Investors section dropdown. In addition, the Board of Directors may from time to time form special committees
to consider particular matters that arise. Following the 2020 Annual General Meeting, the Board expects to
complete its annual review of committee assignments.
COMMITTEES FOR 2019
DIRECTOR
INDEPENDENT AUDIT COMPENSATION FINANCE
HEALTH,
SAFETY,
ENVIRONMENT
AND
SUSTAINABILITY
CORPORATE
GOVERNANCE
Glyn A. Barker
Vanessa C.L.
Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Samuel J.
Merksamer
Frederik W. Mohn
Edward R. Muller
Tan Ek Kia
Jeremy D. Thigpen
✓
✓
✓
✓
✓
✓
✓
✓
✓
MEETINGS IN 2019
8
4
4
4
4
Committee
Chair
Committee
Member
Audit
Committee
financial expert (SEC
and NYSE)
✓
Independent, as determined by the
Board of Directors in accordance with
applicable rules and regulations
Transocean 2020 P-62 Proxy Statement
CORPORATE GOVERNANCE
AUDIT COMMITTEE | Meetings in 2019: 8
MEMBERS
Glyn A. Barker
Vanessa C.L. Chang
Frederik W. Mohn
Edward R. Muller
Mr. Curado served on the Audit Committee and attended all meetings during the first two quarters of 2019.
New Board committee assignments were made following Mr. Deaton’s election at the 2019 Annual General
Meeting as Chair of the Board of Directors. Mr. Muller joined the audit committee at this time and attended
all meetings during the third and fourth quarter of 2019.
The Board of Directors requires that all members of the Audit Committee meet the financial literacy standard
required under the NYSE rules and that at least one member qualifies as having accounting or related financial
management expertise under the NYSE rules. In addition, the SEC has adopted rules requiring that we disclose
whether or not the Audit Committee has an “audit committee financial expert” as a member. An “audit committee
financial expert” is defined as a person who, based on his or her experience, possesses all of the following
attributes:
An understanding of generally accepted accounting principles and financial statements;
The ability to assess the general application of such principles in connection with the accounting for
estimates, accruals, and reserves;
Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth of
complexity of accounting issues that are generally comparable to the breadth and level of complexity
of issues that can reasonably be expected to be raised by our financial statements, or experience
actively supervising one or more persons engaged in such activities;
An understanding of internal control over financial reporting; and
An understanding of audit committee functions.
The person must have acquired such attributes through one or more of the following:
Education and experience as a principal financial officer, principal accounting officer, controller, public
accountant or auditor or experience in one or more positions that involve the performance of similar
functions;
Experience actively supervising a principal financial officer, principal accounting officer, controller,
public accountant, auditor or person performing similar functions;
Experience overseeing or assessing the performance of companies or public accountants with respect
to the preparation, auditing or evaluation of financial statements; or
Other relevant experience.
The Board of Directors has reviewed the criteria set by the NYSE and SEC and determined that each of the
current members of the Audit Committee is “financially literate” and qualifies as an “audit committee financial
expert.” In addition, the Board of Directors has determined that all of the current members of the Audit
Committee qualify under NYSE rules as having accounting or related financial management expertise.
Mr. Barker is a chartered accountant, served as an audit partner in an accounting firm and served as the
Vice Chair - U.K. of PricewaterhouseCoopers LLP from 2008 to 2011.
Ms. Chang was previously partner in charge of Corporate Finance for KPMG Peat Marwick LLP.
Transocean 2020 P-63 Proxy Statement
CORPORATE GOVERNANCE
Mr. Mohn is the sole owner and managing director of Perestroika, a Norwegian investment company, and
served previously as a director of Songa Offshore SE, Chair of the Songa Board and as managing director
of Frank Mohn AS.
Mr. Muller was previously the Vice Chair of NRG Energy, Inc. and GenOn Energy Inc.’s Chair and Chief
Executive Officer.
In addition to Ms. Chang’s membership on the Audit Committee, she also serves on the audit committees of
Sykes Enterprises, Incorporated, and certain funds advised by the Capital Group of Companies, Inc. and its
subsidiaries. In accordance with applicable NYSE rules, the Board of Directors has determined that
Ms. Chang’s service on the audit committees of those companies does not impair her ability to effectively serve
on the Company’s Audit Committee.
Finally, NYSE rules restrict directors who have relationships with the Company that may interfere with the
exercise of their independence from management and the Company from serving on the Audit Committee. We
believe that the members of the Audit Committee have no such relationships and are therefore independent for
purposes of NYSE rules.
PRIMARY RESPONSIBILITIES
The responsibilities of the Audit Committee include, among others, the following:
Recommend the selection, retention and termination of our independent registered public accountants
and our auditor pursuant to the Swiss Code of Obligations to the Board of Directors and to our
shareholders for their approval at a general meeting of shareholders;
Directly responsible for the compensation and oversight of our independent registered public
accountants and our auditor pursuant to the Swiss Code of Obligations;
Advise as necessary in the selection of the lead audit partner;
Monitor the integrity of our financial statements and the independence and performance of our auditors
and their lead audit partner and reviews our financial reporting processes;
Review and report to the Board of Directors the scope and results of audits by our independent
registered public accounting firm, our auditor pursuant to the Swiss Code of Obligations and our internal
auditing staff and reviews the audit and other professional services rendered by the accounting firm;
Review with the accounting firm the adequacy of our system of internal controls; and
Review transactions between us and our directors and executive officers for disclosure in the proxy
statement, our policies regarding those transactions and compliance with our business ethics and
conflict of interest policies.
The Audit Committee Report is on page P-70 of this proxy statement.
COMPENSATION COMMITTEE | Meetings in 2019: 4
MEMBERS
Tan Ek Kia
Vincent J. Intrieri
Samuel J. Merksamer
Mr. Curado served on the Compensation Committee and attended all meetings through November 2019. At
that time, he left the Committee and Mr. Merksamer was elected as a replacement member for a term
extending until the 2020 Annual General Meeting.
Transocean 2020 P-64 Proxy Statement
CORPORATE GOVERNANCE
The purpose of the Compensation Committee is to assist the Board of Directors in
(1) developing an appropriate compensation program and benefit package for
(a) members of the Executive Management Team (as defined below),
(b) persons defined as “officers” pursuant to section 16(a) of the Exchange Act, and (c) any other
person whose compensation is required to be disclosed by applicable securities laws and
regulations (collectively, the “Specified Executives”) and members of the Board of Directors;
and
(2) complying with the Board of Directors’ legal and regulatory requirements as to Board member and
Specified Executives compensation in order to facilitate the Company’s ability to attract, retain and
motivate qualified individuals in a system that aligns compensation with the Company’s business
performance.
PRIMARY RESPONSIBILITIES
The authority and responsibilities of the Compensation Committee include, among others, the following:
Annually review and recommend to the Board of Directors for submission to and ratification by the
shareholders pursuant to Swiss law and our Articles of Association the maximum aggregate amount of
compensation of the Board of Directors and the Executive Management Team for the period between
the Annual General Meeting at which ratification is sought and the next Annual General Meeting;
Annually review and recommend to the Board for submission to and ratification by the shareholders
the maximum aggregate amount of compensation of the Specified Executives and each member of the
Board for the fiscal year commencing after the Annual General Meeting at which ratification is sought;
Select appropriate peer groups and market reference points against which the Company’s Board of
Directors and executive compensation is compared;
Annually recommend focus areas for our Chief Executive Officer for approval by members of our Board
of Directors who meet our independence and experience requirements;
Annually review, with participation of our full Board of Directors, our Chief Executive Officer’s
performance in light of our established focus areas;
Annually set our Chief Executive Officer’s compensation based, as appropriate, upon his performance
evaluation together with competitive data and subject to shareholder ratification requirements pursuant
to our Articles of Association and applicable law;
Administer our long - term incentive plans, Performance Award and Cash Bonus Plan, Deferred
Compensation Plan, and any other compensation plans or arrangements providing for benefits
primarily to members of the Board of Directors and executive officers in accordance with goals and
objectives established by the Board of Directors, the terms of the plans, and any applicable rules and
regulations;
Consider and make recommendations to the Board of Directors, with guidance from an outside
compensation consultant, concerning the existing Board of Directors and executive compensation
programs and changes to such programs;
Consider, with guidance from an outside compensation consultant, and approve the material terms of
any employment, severance, termination or other similar arrangements (to the extent permitted by
applicable law and our Articles of Association) that may be entered into with members of the Board of
Directors and Specified Executives; provided, however, that the Compensation Committee shall not
recommend and the Board of Directors shall not authorize “single - trigger” change of control
agreements for any of our officers or directors;
Assess the risks, with the assistance of external resources as the Compensation Committee deems
appropriate, of the Company’s compensation arrangements applicable to members of the Board of
Directors and the Specified Executives; and
Transocean 2020 P-65 Proxy Statement
CORPORATE GOVERNANCE
Retain and approve the fees of legal, accounting or other advisors, including any compensation
consultant, employed by the Committee to assist it in the evaluation of executive and director
compensation.
See “Compensation Discussion and Analysis” for a discussion of additional responsibilities of the
Compensation Committee.
The Compensation Committee may delegate specific responsibilities to one or more individual committee
members to the extent permitted by law, NYSE listing standards and the Compensation Committee’s governing
documents. The Compensation Committee may delegate all or a portion of its powers and responsibilities with
respect to the compensation plans and programs described above and in our “Compensation Discussion and
Analysis” to one or more of our management committees; provided, that the Compensation Committee retains
all power and responsibility with respect to awards granted to our Board members and executive officers. The
Chief Executive Officer has been delegated authority to grant equity awards under the Company’s long - term
incentive plans to new and existing employees of the Company, excluding executive officers and other officers
at or above the Senior Vice President level, provided that such awards shall not exceed U.S. $5,000,000 in
grant value per calendar year in aggregate and no such individual award shall exceed U.S. $350,000 in grant
value.
The Compensation Committee has delegated to a subcommittee composed of its chair and at least one
additional committee member the authority to approve interim compensation actions resulting from promotions,
competitive realignment, or the hiring of new executive officers (excluding the Chief Executive Officer), including
but not limited to establishing annual base salary, annual bonus targets, long - term bonus targets and the grant
of equity awards, subject to any required vote of the shareholders. The Compensation Committee has also
delegated authority to the Chief Executive Officer to, upon termination of service of an employee of the
Company (excluding executive officers and other officers at or above the Senior Vice President level),
accelerate vesting of awards granted under the Company’s long - term incentive plans and to extend
exercisability of options for a period of up to one year, but not beyond the original exercise period. The
Compensation Committee has further delegated authority to the Chief Executive Officer to determine whether
an individual is disabled and/or to set applicable criteria for making such determination for purposes of the
Company’s long - term incentives plans. The Compensation Committee is notified of compensation actions
made by the Chief Executive Officer or the subcommittee at the meeting following the end of each calendar
quarter in which such actions are taken.
FINANCE COMMITTEE | Meetings in 2019: 4
MEMBERS
Edward R. Muller
Glyn A. Barker
Vincent J. Intrieri
Samuel J. Merksamer
PRIMARY RESPONSIBILITIES
The responsibilities of the Finance Committee include, among others, the following:
Approve our long-term financial policies, insurance programs and investment policies;
Make recommendations to the Board of Directors concerning the Company’s dividend policy, securities
repurchase actions, the issuance and terms of debt and equity securities and the establishment of bank
lines of credit; and
Approve the creation, termination and amendment of certain of our employee benefit programs and
periodically review the status of these programs and the performance of the managers of the funded
programs.
Transocean 2020 P-66 Proxy Statement
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE COMMITTEE | Meetings in 2019: 4
MEMBERS
Vincent J. Intrieri
Vanessa C.L. Chang
Frederico F. Curado
Mr. Deaton served as a member of the Corporate Governance Committee and attended all meetings during
the first two quarters of 2019. Mr. Deaton stepped down as a committee member due to his election at the
2019 Annual General Meeting as Chair of the Board.
PRIMARY RESPONSIBILITIES
The responsibilities of the Corporate Governance Committee include, among others, the following:
Make recommendations to the Board of Directors with respect to the nomination of candidates for
election to the Board of Directors, how the Board of Directors should function and how the Board of
Directors should interact with shareholders and management;
Develop and recommend to the Board a set of corporate governance principles applicable to the
Company;
Coordinate the self-evaluation of the Board of Directors and its committees;
Provide oversight of the company’s ESG program, as it pertains to the policies and compensation of
the Board of Directors and its committees; and
Review the qualifications of and proposes to the Board of Directors candidates to stand for election at
the next general meeting of shareholders.
HEALTH, SAFETY, ENVIRONMENT AND SUSTAINABILITY COMMITTEE |
Meetings in 2019: 4
MEMBERS
Frederico F. Curado
Tan Ek Kia
Frederik W. Mohn
Mr. Deaton served as the chair of the Health, Safety, Environment and Sustainability Committee and attended
all meetings during the first two quarters of 2019. Mr. Deaton stepped down as a committee member due to
his election at the 2019 Annual General Meeting as Chair of the Board. Mr. Merksamer also served on the
Committee during this time, as did Mr. Muller. Both left the Committee after the 2019 Annual General Meeting
with Mr. Muller moving to the Audit Committee
The Health, Safety, Environment and Sustainability Committee assists the Board of Directors in fulfilling its
responsibilities to oversee the Company’s management of risk in the areas of health, safety and the
environment.
Transocean 2020 P-67 Proxy Statement
CORPORATE GOVERNANCE
PRIMARY RESPONSIBILITIES
The responsibilities of the Health, Safety Environment and Sustainability Committee include, among others, the
following:
Review and discuss with management the status of key environmental, health and safety issues;
Regularly evaluate Company policies, practices and performance related to health, safety and
environmental issues;
Provide oversight to the aspects of the Company’s ESG program that pertain to health, safety and the
environment; and
Guide strategy decisions to promote company goals and compliance with applicable rules and
regulations.
Director Compensation Strategy
Directors who are employees of the Company do not receive compensation for Board of Directors’ service. At
present, all of the directors except Mr. Thigpen, our President and Chief Executive Officer, are non - employees
and receive compensation for their service on the Board of Directors.
We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on
the Board of Directors. The Board of Directors believes that any compensation method should be weighted
more toward compensation in the form of equity in order to more closely align director compensation with
shareholders’ interests.
In 2019, non - employee director compensation in U.S. dollars included the following fixed components:
COMPENSATION COMPONENT
Annual Retainer—non - employee Chair
Annual Retainer—non - employee Directors
Additional Annual Retainer for Committee Chair
Audit Committee
Compensation Committee
Corporate Governance Committee, Finance Committee and Health,
COMPENSATION
(U.S.$)
325,000
100,000
35,000
20,000
Safety, Environment and Sustainability Committee
Grant of Restricted Share Units—non - employee Chair(1)
Grant of Restricted Share Units—non - employee Directors and Vice Chair(1)
(1) Restricted share units are granted to each non-employee director and chair annually and have an aggregate value equal to U.S.
$210,000 and U.S. $325,000 respectively, based upon the average of the high and low sales prices of our shares for each of the 10
trading days immediately prior to the date of grant. The restricted share units vest on the date first to occur of (i) the first anniversary
of the date of grant or (ii) the annual general meeting next following the date of grant, subject to continued service through the vesting
date. Vesting of the restricted share units is not subject to any performance measures.
10,000
325,000
210,000
In addition, we pay or reimburse our directors’ travel and incidental expenses incurred for attending Board of
Directors, committee and shareholder meetings and for other Company business - related purposes.
In February 2020, the Compensation Committee proposed, and the Board of Directors resolved to reduce the
compensation of the non-employee chair by U.S. $100,000, which would result in total compensation of U.S.
$550,000.
Transocean 2020 P-68 Proxy Statement
CORPORATE GOVERNANCE
2019 DIRECTOR COMPENSATION
In 2019, each non - employee member of the Board of Directors received the compensation described above.
At the Board of Directors meeting held immediately after the 2019 Annual General Meeting of our shareholders,
26,185 restricted share units were granted to each non - employee director (other than the Chair) and 40,524
restricted share units were granted to the non - employee Chair, in aggregate value equal to U.S. $210,000 and
U.S. $325,000, respectively, based upon the average of the high and low sales prices of our shares for the 10
trading days immediately prior to the date of grant (calculated at U.S. $8.02 per share). Each non - employee
director is required to acquire and retain a number of our shares and/or restricted share units at least equal in
value to an amount five times the annual director retainer. Each non - employee director’s vested restricted share
units generally are not settled until the non - employee director’s service with the Company ends.
The following summarizes the compensation of our non - employee directors for 2019.
NAME
Glyn A. Barker
Vanessa C. L. Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Samuel J. Merksamer
Merrill A. “Pete” Miller, Jr.(2)
Frederik Mohn
Edward R. Muller
Tan Ek Kia
FEES EARNED
OR PAID IN CASH
(U.S.$)
STOCK
AWARDS(1)
(U.S.$)
135,000
100,000
106,139
247,653
110,000
100,000
116,458
100,000
110,000
120,000
199,792
199,792
199,792
309,198
199,792
199,792
—
199,792
199,792
199,792
ALL OTHER
COMPENSATION
(U.S.$)
—
—
—
—
—
—
—
—
—
—
TOTAL
(U.S.$)
334,792
299,792
305,931
556,851
309,792
299,792
116,458
299,792
309,792
319,792
(1) This represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense
for restricted share units granted to our directors in 2019, computed in accordance with FASB ASC Topic 718. For a discussion of
the valuation assumptions with respect to these awards, please see Note 17 to our consolidated financial statements included in our
Annual Report on Form 10 - K for the year ended December 31, 2019.
(2) Mr. Miller’s service as a director ended at the 2019 Annual General Meeting.
Transocean 2020 P-69 Proxy Statement
AUDIT COMMITTEE REPORT
The Audit Committee, consisting of four independent directors, operates under the Audit Committee Charter as
adopted by the Board, in overseeing:
The integrity of the financial reporting process resulting in the Company’s financial statements;
Compliance with legal and regulatory requirements;
The independence, qualifications and performance of the Company’s independent registered
accountants, Ernst & Young LLP (“EY”); and
The performance of the internal audit function.
The Committee complied in 2019 with all of the requirements described in its Charter, which is available on the
Governance page of the Company’s website: www.deepwater.com.
The Board has determined that all the members of the Committee are independent, in accordance with the
SEC definition, are financially literate and qualify as Audit Committee Financial Experts, as defined by SEC
rules.
Management is responsible for the Company’s disclosure controls and procedures, internal controls and the
financial reporting process, including the integrity and objectivity of the financial statements. The Committee:
Reviewed the Company’s financial statements and financial reporting processes, including internal
controls over financial reporting;
Reviewed and discussed with EY and management the Company’s audited financial statements
included in the Annual Report;
Discussed various matters with EY, including matters required by the Public Company Accounting
Oversight Board’s (“PCAOB”) “Communications with Audit Committees”;
Reviewed and discussed with EY its report on internal control over financial reporting;
Oversaw the Company’s internal audit function, including the performance of the Chief Audit Executive,
internal audit plan, budget, resources and staffing;
Oversaw the Company’s Legal, Compliance and Ethics program, including helpline calls and
investigations, and employee code of integrity; and
Recommended to the Company’s Board of Directors that the Company’s audited financial statements
for the year ended December 31, 2019, be included in the annual report on Form 10-K filing with the
SEC.
The Committee is responsible for the appointment, compensation and oversight of the independent registered
accountant in accordance with SEC, PCAOB and the Swiss Code of Obligations. The Committee considered
several factors in determining whether to reappoint EY as the Company’s independent registered accountant,
such as:
Qualifications including industry expertise, knowledge of the Company’s processes, and experience of
the audit team;
Performance including quality of communication, professional skepticism;
Independence;
Length of service, which began in 1999;
Results from PCAOB inspections; and
EY’s internal quality control and tone at the top.
Transocean 2020 P-70 Proxy Statement
AUDIT COMMITTEE REPORT
The Committee approves annually the scope, plans and fees for the annual audit, taking into consideration
several factors including a breakdown of the services to be provided, proposed staffing, changes in the
Company and industry from the prior year. The fee approval process balances the audit scope and hours
required for a high-quality audit and driving efficiencies from both the Company and EY while compensating
EY fairly. The Audit Committee pre-approved all audit related and non-audit related services.
Agendas for Audit Committee meetings are developed with input from the Committee, management, the Chief
Audit Executive and EY. The Committee met eight times in 2019 with regular executive sessions with EY and
management, including the Chief Audit Executive.
MEMBERS OF THE AUDIT COMMITTEE
Glyn A. Barker, Chair
Vanessa C.L. Chang
Frederik W. Mohn
Edward R. Muller
Transocean 2020 P-71 Proxy Statement
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
Listed below are the only persons who, to the knowledge of the Company, may be deemed to be beneficial
owners, as of March 10, 2020, of more than 5% of the Company’s shares.
NAME AND ADDRESS OF BENEFICIAL OWNER
Perestroika AS, Perestroika (Cyprus) Ltd.(2)
Statminister Michelsensvei 38
5320 Paradis, Norway
Frederik W. Mohn(2)
Statminister Michelsensvei 38
5320 Paradis, Norway
BlackRock, Inc.(3)
55 East 52nd Street
New York, NY 10055
The Vanguard Group(4)
100 Vanguard Blvd.
Malvern, PA 19355
PRIMECAP Management Co.(5)
177 E. Colorado Blvd.
11th Floor
Pasadena, CA 91105
SHARES
BENEFICIALLY OWNED
PERCENT OF CLASS(1)
67,740,289
11.02%
55,848,379
53,335,293
9.09%
8.68%
50,622,010
8.24%
(1) The percentage indicated is based on 614,531,889 Company shares deemed to be outstanding as of March 10, 2020.
(2) The number of shares and associated percent of class is based on the Schedule 13D filed with the SEC on February 5, 2018, as
amended on September 4, 2018, by Mr. Frederik W. Mohn, Perestroika (Cyprus) Ltd. and Perestroika AS. According to the filings,
Mr. Mohn has sole voting power and sole dispositive power with regard to 43,856 shares (which consists of (a) 22,148 shares and
18,000 shares issuable upon the exchange of U.S. $185,000 aggregate principal amount of Exchangeable Bonds, in each case
individually owned by Mr. Mohn, and (b) 2,054 shares and 1,654 shares issuable upon the exchange of U.S. $17,000 aggregate
principal amount of Exchangeable Bonds, in each case owned by Mr. Mohn’s spouse) and shared voting power and shared dispositive
power with the Perestroika entities with regard to 67,696,433 shares (which consists of 33,096,351 shares and 34,600,082 shares
issuable upon the exchange of U.S. $355,611,000 aggregate principal amount of Exchangeable Bonds, in each case held directly by
Perestroika (Cyprus) Ltd., a wholly owned subsidiary of Perestroika AS.
(3) The number of shares is based on the Schedule 13G/A filed with the SEC on February 10, 2020, by BlackRock, Inc. According to the
filing, BlackRock, Inc. has sole voting power with regard to 53,117,645 shares, and sole dispositive power with regard to 55,848,379
shares.
(4) The number of shares is based on the Schedule 13G/A filed with the SEC on February 12, 2020, by The Vanguard Group. According
to the filing, The Vanguard Group has sole voting power with regard to 292,121 shares, shared voting power with regard to 83,789
shares, sole dispositive power with regard to 53,028,395 shares and shared dispositive power with regard to 306,898 shares.
(5) The number of shares is based on the Schedule 13G/A filed with the SEC on February 12, 2020, by PRIMECAP Management
Company. According to the filing, PRIMECAP has sole voting power with regard to 53,235,506 shares, and sole dispositive power
with regard to 50,622,010 shares.
Transocean 2020 P-72 Proxy Statement
SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
The table below shows how many shares each of our directors and nominees, each of the Named Executive
Officers included in the summary compensation section below and all directors and executive officers as a
group beneficially owned as of March 10, 2020.
NAME
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
Howard E. Davis
Brady K. Long
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Samuel J. Merksamer
Frederik W. Mohn(4)
Edward R. Muller
Diane de Saint Victor
Tan Ek Kia
All of directors and executive officers as a group
(16 persons)
* Less than 1%.
SHARES
OWNED(1)
SHARES
SUBJECT TO
RIGHT TO
ACQUIRE
BENEFICIAL
OWNERSHIP(2)
814,906
332,191
197,506
259,984
231,935
102,339
108,081
102,339
122,420
97,579
108,315
33,120,553 34,662,062
120,818
0
111,849
888,926
412,746
177,411
202,850
207,018
7,272
31,900
0
61,000
10,000
0
12,687
0
0
TOTAL
SHARES
BENEFICIALLY
OWNED(3)
1,703,832
744,937
374,917
462,834
438,953
109,611
139,981
102,339
183,420
107,579
108,315
PERCENT
OF
CLASS(3)
*
*
*
*
*
*
*
*
*
*
*
67,782,615 11.03%
*
*
*
127,505
0
111,849
35,323,031 37,372,324
72,506,687 11.80%
(1) The business address of each director and executive officer is c/o Transocean Management Ltd., Turmstrasse 30, 6312
Steinhausen, Switzerland. None of the shares beneficially owned by our directors or executive officers are pledged as security.
(2) Includes shares that may be acquired within 60 days from March 10, 2020, through the exercise of options held by Messrs. Thigpen
(814,906), Mey (332,191), Adamson (197,506), Davis (259,984), Long (231,935), and all executive officers as a group (2,029,597).
Also includes vested share units held and unvested share units that will vest within 60 days from March 10, 2020, by Messrs. Barker
(102,339), Curado (102,339), Deaton (122.420), Intrieri (97,579), Merksamer (108,315), Mohn (42,326) Muller (120,818) and Tan
(111,849), and Ms. Chang (108,081) and all directors and executive officers as a group (2,945,663).
(3) As of March 10, 2020, each listed individual (with the exception of Mr. Mohn) and our directors and executive officers as a group
(excluding Mr. Mohn) beneficially owned less than 1% of the Company’s outstanding shares.
(4) The number of shares and associated percent of class is based on the Schedule 13D filed with the SEC on February 5, 2018, as
amended on September 4, 2018, by Mr. Frederik W. Mohn, Perestroika (Cyprus) Ltd. and Perestroika AS. According to the filings,
Mr. Mohn has sole voting power and sole dispositive power with regard to 43,856 shares (which consists of (a) 22,148 shares and
18,000 shares issuable upon the exchange of U.S. $185,000 aggregate principal amount of Exchangeable Bonds, in each case
individually owned by Mr. Mohn, and (b) 2,054 shares and 1,654 shares issuable upon the exchange of U.S. $17,000 aggregate
principal amount of Exchangeable Bonds, in each case owned by Mr. Mohn’s spouse) and shared voting power and shared
dispositive power with the Perestroika entities with regard to 67,696,433 shares (which consists of 33,096,351 shares and
34,600,082 shares issuable upon the exchange of U.S. $355,611,000 aggregate principal amount of Exchangeable Bonds, in each
case held directly by Perestroika (Cyprus) Ltd., a wholly owned subsidiary of Perestroika AS. The total shares beneficially owned
by Mr. Mohn includes 42,326 restricted share units he has the right to receive based upon his service as a director of Transocean
Ltd.
Transocean 2020 P-73 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
CONTENTS
P-74 EXECUTIVE SUMMARY
P-75
2019 BUSINESS OVERVIEW
P-78 EXECUTIVE COMPENSATION PHILOSOPHY, STRATEGY AND DESIGN
P-80
2019 COMPENSATION PROGRAM OVERVIEW
P-80 EXECUTIVE COMPENSATION SETTING
P-82 EXECUTIVE COMPENSATION COMPONENTS
P-94 EXECUTIVE COMPENSATION GOVERNANCE, POLICY AND PRACTICE
P-97
TAX IMPACT ON COMPENSATION
This Compensation Discussion and Analysis provides an overview and analysis of Transocean’s executive
compensation programs and policies, material compensation decisions for 2019, and the key factors we
considered in making those decisions. It includes specific information about the compensation paid, earned or
granted to the following persons who constitute our Named Executive Officers for 2019:
JEREMY D. THIGPEN
President and Chief Executive
Officer
MARK L. MEY
Executive Vice President and
Chief Financial Officer
KEELAN I. ADAMSON
Executive Vice President and
Chief Operations Officer
HOWARD E. DAVIS
Executive Vice President and
Chief Administrative and
Information Officer
BRADY K. LONG
Executive Vice President and
General Counsel
For purposes of this Compensation Discussion and Analysis, the term “Executive Officer” is as defined by
Rule 3b - 7 of the Exchange Act, and the term “Executive Management Team” refers to designations made by
the Board of Directors under Swiss law and the Company’s organizational documents with respect to
Messrs. Thigpen, Mey and Adamson.
Executive Summary
Our executive compensation program reflects our commitment to best practices in compensation governance.
Among other attributes, our program is designed to:
strongly align pay with Company performance,
attract, retain, and motivate our executives to achieve important business objectives, and
reward our management team for delivering superior financial, safety and operational performance.
We feel strongly that our executive compensation program includes features that align the interests of our
senior management with those of our shareholders, and excludes features that may result in misalignment.
Transocean 2020 P-74 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Important features of our executive compensation programs and practices are provided in the following table:
WHAT WE DO
WHAT WE DON’T DO
✓ Conduct an annual review of our compensation
Allow our executives to hedge, sell short or
strategy, including a review of our
compensation-related risk profile
✓ Mandate meaningful share ownership
requirements for our executives
✓ Maintain a clawback policy that allows for the
forfeiture, recovery or adjustment of incentive
compensation (cash and equity)
✓ Base annual and long-term incentive payments
on quantitative, formulaic metrics
✓ Maintain compensation plans that are weighted
significantly toward variable pay to align our
executive compensation with long-term
shareholder interests
✓ Link long-term incentive compensation to
relative performance metrics to motivate strong
performance
✓ Deliver at least 50% of long-term incentives in
performance-based awards
✓ Retain an independent consultant who is,
retained by and reports only to, our
Compensation Committee (not management)
✓ Maintain double trigger change-in-control
provisions
2019 Business Overview
hold derivative instruments tied to our shares
(other than derivative instruments issued by
us)
Allow our executives or directors to pledge
Company shares
Have pre-arranged individual severance
agreements or special change-in-control
compensation agreements with any Executive
Officers; however, to the extent permitted
under Swiss law, our executives are eligible for
severance and change-in-control provisions
pursuant to our policies, in exchange for
covenants that protect the Company
Provide gross-ups for severance payments
Guarantee salary increases, non-performance
based bonuses or unrestricted equity
compensation
Provide any payments or reimbursements for
tax equalization
Pay dividend equivalents on performance-
based equity that has not vested
Offer executive perquisites
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The
Company specializes in technically demanding sectors of the global offshore drilling business with a particular
focus on ultra-deepwater and harsh environment drilling services, and operates one of the highest-specification
offshore drilling fleets in the world. Transocean’s fleet of 43 mobile offshore drilling units consists of 28 ultra-
deepwater floaters, 12 harsh environment floaters, one midwater floater, and two ultra-deepwater drillships
under construction.
WE WERE ENCOURAGED TO REPORT THAT WE COMPLETED THE YEAR IN AN ENVIRONMENT THAT
WAS MUCH BETTER THAN THE ONE WE FACED AT THE BEGINNING OF THE YEAR.
As we turned the page on 2019, we were encouraged by the direction of the offshore market. Marketed floater
utilization exited the year above 80 percent, a 500-basis point improvement from 2018, as demand has
increased, and lower specification floaters have been retired. Dayrates for harsh environment assets increased
for the third consecutive year, with high specification base dayrates approaching U.S. $400,000. Furthermore,
ultra-deepwater rates were 75 percent above prior year levels, and it appeared they were continuing to trend
higher for drilling campaigns commencing in mid-2020 and into 2021. As of February 14, 2020, our contract
backlog totaled U.S. $10.2 billion, approximately three times our nearest competitor.
Transocean 2020 P-75 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
WE DELIVERED STRONG RESULTS DURING A YEAR WHEN THE OFFSHORE DRILLING SECTOR
REMAINED IN TRANSITION.
Our strong results were accomplished by maintaining our financial discipline and efficient operations with a
constant focus on the safety of our workforce and the protection of the environments in which we operate. As
a result of this, we were able to generate adjusted revenue of approximately U.S. $3.3 billion and adjusted
EBITDA of approximately U.S. $1.0 billion and an adjusted EBITDA margin of approximately 32%. The
competitiveness of our fleet continues to be strengthened by the retirement of six older, less competitive rigs
that were unlikely to be marketable going forward.
The business highlights below demonstrate recent initiatives that strengthen the fleet and position our Company
for long-term success while demonstrating our commitment to furthering our sustainability efforts.
FEB
AUG
In February we commenced the installation of Automated
Drilling Control (“ADC”) on six harsh environment floaters
currently on contract with Equinor, materially improving
the safety and efficiency with which we deliver our
customers’ wells.
In August we took delivery of the high-specification
harsh-environment semi-submersible, the Transocean
Norge, and immediately placed it into operation in
Norway.
OCT
NOV
In October we successfully deployed the world’s first
hybrid energy storage system aboard a floating drilling
unit (“Hybrid on-board power”), the Transocean
Spitsbergen; this technology provides an alternative
means of power for the rig’s thrusters and represents
another first in Transocean’s storied history of introducing
revolutionary technologies to the offshore drilling
industry.
In November we successfully reactivated two of our ultra-
deepwater drillships, Deepwater Corcovado and
Deepwater Mykonos, that are now on multi-year
contracts with Petrobras in Brazil.
DURING 2019, WE CONTINUED THE ADVANCEMENT OF OFFSHORE DRILLING THROUGH THE
DEVELOPMENT OF INNOVATIVE TECHNOLOGY AND SUSTAINABILITY.
During 2019, we introduced several new technologies including ADC, Haloguard, aShear, and Hybrid on-board
power. These technologies focus on the important aspects of drilling more efficient wells with high rates of
penetration, ensuring the safety of our crews and the environment and reducing fuel consumption and
emissions.
ADC modernizes the offshore well construction process by capturing real-time downhole data that is processed
via algorithms to make more efficient drilling decisions. This technology gives us a deeper understanding of
what is happening inside and around the well bore during penetration. This information enables more
instantaneous reactions during the drilling operation. Ultimately this technology takes us one step further in
automating the well construction process, making it safer, faster and more reliable.
Hybrid on-board power is the first of its kind solution to both reduce fuel consumption and emissions while
providing the safety of a secondary source of power in the event of a complete loss of functionality of the rig’s
engines, its primary power source. This patented technology places battery reserves onboard to directly support
each thruster rather than relying on the traditional power distribution system. The system also eliminates peak
power demands on the diesel generators, allowing the engines to run more efficiently, significantly reducing
fuel consumption and emissions, thus decreasing our carbon footprint. The first system was installed on the
Transocean Spitsbergen, a harsh environment semisubmersible operating offshore Norway. We believe this
technology is applicable across many assets within our fleet as several of our customers are also looking for
ways to reduce carbon emissions.
Transocean 2020 P-76 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Haloguard will focus on protecting the most important assets on the rig, our people. Even with well-trained
employees, robust policies, and procedural discipline, the possibility always exists for people to unintentionally
place themselves in an unsafe area. Through position sensing and integrated camera technology, the
Haloguard system is designed to detect a person in position on the drill floor, thereby ensuring their safety by
proactively providing warnings and, if necessary, halting operations in the event a person moves into a
hazardous zone.
aShear will provide a new level of blow out preventer (“BOP”) safety never before available in our industry.
Consisting of a pyrotechnic shear ram, aShear is designed to cut across casing, joints, and/or tools in the
wellbore in milliseconds following a detection of an uncontrolled wellbore release. aShear enables an operator
to seal a well instantaneously, thus controlling unexpected releases from the wellbore. aShear is depth
agnostic, retrofittable to existing BOP stacks, and through the use of military grade initiation technology, results
in unparalleled reliability.
WE LOOK FORWARD TO 2020 AND BEYOND.
The global outbreak of COVID-19, coupled with decisions by Russia and the Kingdom of Saudi Arabia to
meaningfully increase oil production, have resulted in a steep decline in oil prices to start 2020, which will likely
delay offshore projects that were being contemplated when oil prices were closer to $60/bbl. Still, we are hopeful
that oil prices will ultimately return to more constructive and stable levels, and we remain encouraged that
reductions in the cost per barrel of offshore projects have resulted in superior economics offshore as compared
to other opportunities in our customers’ portfolios, including shale, which drove utilization rates and dayrates
higher as we exited 2019. As illustrated in the chart below, the equity market valuations of offshore drillers
during 2019 reflected these improving market conditions.
RELATIVE PERFORMANCE OF CRUDE OIL; OFFSHORE DRILLERS; OSX INDEX
60%
50%
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
-60%
-70%
-80%
12/31/2018
1/31/2019
2/28/2019
3/31/2019
4/30/2019
5/31/2019
6/30/2019
7/31/2019
8/31/2019
9/30/2019
10/31/2019
11/30/2019
Brent (19.5%)
OSX Index (46.1%)
RIG (35.0%)
Average Offshore Drillers (44.3%)
Transocean 2020 P-77 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Philosophy, Strategy and Design
THE PRIMARY GOAL OF OUR COMPENSATION PROGRAM IS TO ALIGN PAY WITH PERFORMANCE.
We accomplish this goal by providing our executives with a competitive compensation package that rewards
performance against specific, identified, financial, strategic and operational goals that the Compensation
Committee of the Board (the “Committee”) believes are critical to the Company’s long-term success and the
achievement of sustainable long-term shareholder returns. We believe attracting, retaining and motiving
talented personnel is essential to creating shareholder value throughout the business cycles of our industry.
In administering our executive compensation program, we are guided by the following principal objectives:
Aligning annual incentive compensation with financial, operational and strategic objectives; and
Rewarding absolute share price appreciation and relative performance in total shareholder return
(“TSR”) through long-term equity incentive awards.
We deliver the vast majority of executive pay as performance-based, “at-risk” incentive compensation, with a
portion allocated to the delivery of shorter-term periodic results, and the bulk weighted toward the delivery of
longer-term shareholder value. We believe this approach achieves our objective of aligning pay and
performance, without excessive risk-taking.
2019 TARGET COMPENSATION
CHIEF EXECUTIVE OFFICER
ALL OTHER NEOS
89%
Variable,
At-Risk
76%
Long-Term
Incentive
11%
Base
Salary
(FIXED)
81%
Variable,
At-Risk
13%
Non-
Equity
Incentive
66%
Long-Term
Incentive
19%
Base
Salary
(FIXED)
15%
Non-
Equity
Incentive
RELATIONSHIP BETWEEN TARGET AND REALIZABLE PAY
The Summary Compensation Table reflects the grant-date fair value for share awards, as required. However,
we believe that a better assessment of amounts earned through share awards can be made by considering our
executives’ realizable pay, which was significantly lower than the grant-date fair value. While our performance-
based equity program resulted in payouts in only four of the last ten performance cycles, and all outstanding
stock options are currently underwater, the more recent, in-process long-term performance cycles, reflect our
superior performance relative to our offshore drilling peers.
Transocean 2020 P-78 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
The graph below illustrates the effect of our performance-based compensation programs on the total
compensation of our Chief Executive Officer and compares his targeted compensation to realizable pay as of
December 31, 2019.
n
o
i
t
a
s
n
e
p
m
o
C
$10,000,000
$9,000,000
$8,000,000
$7,000,000
$6,000,000
$5,000,000
$4,000,000
$3,000,000
$2,000,000
$1,000,000
$0
CEO REALIZABLE AND REALIZED PAY
$8,151,252
$8,552,094
$9,196,435
$4,720,929
$4,842,959
$6,017,846
2017
Target
Comp
Value at
12/31/2019
2018
Target
Comp
Value at
12/31/2019
2019
Target
Comp
Value at
12/31/2019
2017 (Thigpen)
2018 (Thigpen)
2019 (Thigpen)
Base
Annual Bonus
Long-Term Incentives
At Risk PSU’s
Realized/realizable pay is defined as the compensation delivered or deliverable for each year calculated
as of the end of the fiscal year, including: base salary paid; annual incentive amount paid; value of
performance share unit plan (“PSUs”) payout and, for performance periods still in progress, amounts that
would be received if the PSU performance period ended 12/31/2019; the intrinsic (“in-the-money”) value
of the stock options granted in the applicable year; and the value of time-based restricted share units
(“RSUs”) granted.
The value of stock options, PSUs and RSUs was calculated as of 12/31/2019 (the last trading day of the
year).
Transocean 2020 P-79 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation Program Overview
In 2019, the Company continued to reinforce the alignment between pay and performance through our
executive compensation programs and compensation award levels.
In recognition of the industry downturn, the Committee carefully considered appropriate 2019 target
compensation opportunities for our Named Executive Officers. In close consultation with their independent
compensation consultant, the Committee implemented the following executive compensation actions for our
Named Executive Officers:
Continuation of the freeze on base salaries for all Named Executive Officers who had no change in
their role or position, marking the fourth consecutive year of the salary freeze;
Limitation on performance share awards such that payouts can never exceed target in the event
absolute TSR performance is less than -15%, regardless of our performance relative to our peers;
Expansion of the Company’s clawback policy to apply to both cash and equity incentive
compensation;
Broadening executive accountability by allowing for the cancellation of outstanding incentive
compensation awards for actions that are inconsistent with our Code of Integrity; and
Elimination of all executive perquisites, including financial planning, annual physicals and club
memberships, effective January 1, 2017.
THESE COMPENSATION ACTIONS REFLECT OUR FOCUS ON GOOD GOVERNANCE, WHILE
MAINTAINING PRUDENTLY DESIGNED, COMPETITIVE COMPENSATION PACKAGES.
Executive Compensation Setting
We regularly review our executive compensation program to ensure that we provide the opportunity for each of
our Named Executive Officers to receive competitive compensation without providing an incentive for excessive
risk-taking. With support of its independent compensation consultant, the Committee annually reviews each
individual component of compensation as well as the aggregate compensation that may be paid or awarded to
each of our Named Executive Officers and compares them:
Externally against compensation awarded and paid to executive officers holding comparable
positions at companies with which we compete for executive talent; and
Internally against other members of the executive team to ensure internal equity, taking into account
individual performance, skills, and experience.
We assess our compensation programs with the aim of positioning elements of compensation at approximately
the median as compared with the compensation of executives in our industry sector and among companies in
other industries of comparable size, international scope and organizational complexity. We also seek to provide
a direct link between pay and the enhancement of shareholder value.
The Committee employs two peer groups for the purpose of setting executive compensation. The
“Compensation Peer Group” is used to assess the competitiveness of the compensation of our Named
Executive Officers, and the “Performance Peer Group” is used to evaluate the relative TSR performance of the
Company.
COMPENSATION PEER GROUP
We compete for executive talent across many different sectors around the world. However, our primary
competitive market generally includes other companies in the energy industry (oil and gas companies, offshore
Transocean 2020 P-80 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
drilling companies and other energy services companies). In making compensation decisions for the Named
Executive Officers, the total direct compensation and each underlying element of such total direct compensation
are compared against published and publicly available compensation data.
The Compensation Peer Group for 2019 was composed of the following companies:
Anadarko Petroleum Corporation Marathon Oil Corporation
Petrofac Limited
Apache Corporation
McDermott International
Seadrill Limited
Chesapeake Energy Corporation Murphy Oil Corporation
TechnipFMC plc
Devon Energy Corporation
Nabors Industries Ltd.
Valaris plc
Diamond Offshore Drilling, Inc. National Oilwell Varco, Inc. Weatherford International plc
Encana Corporation
Noble Corporation plc
Hess Corporation
Noble Energy, Inc.
In addition, we consider the compensation practices of general non-energy industry peers of comparable size
and international scope in setting executive compensation levels and use general industry data as a secondary
market reference to ensure that a comprehensive view of the market is considered. These non-energy general
industry peers are expected to vary from year-to-year based on changes in the marketplace and the availability
of published survey data for companies that meet the defined size, international scope and organizational
structure criteria.
Our target market position is determined based on the data believed to be most relevant for a given position.
For example, the Compensation Peer Group data are weighted more heavily for positions in Operations and
Marketing, whereas general industry data are also considered for executives overseeing corporate functions.
However, in accordance with our pay-for-performance philosophy, the Compensation Peer Group data is the
primary reference for assessing base salary, short-term incentive and long-term incentive compensation levels.
PERFORMANCE PEER GROUP
The Committee establishes a Performance Peer Group to evaluate the Company’s TSR relative to that of
companies considered to be direct business competitors and competitors for investment capital. For 2017, the
Committee approved a Performance Peer Group focused on offshore drillers to best align with our strategic
business objectives. Beginning in 2018, and maintained in 2019, the Committee expanded the Performance
Peer Group by adding certain oilfield services companies to the existing offshore drillers, acknowledging
consolidation within the offshore drilling sector and ensuring the Company’s performance peer group remained
meaningfully large in order to effectively assess relative TSR.
While the competition for executive talent spans a broader market as defined above in the Compensation Peer
Group section, our Performance Peer Group is specific to those companies with expertise in technically
demanding oilfield service operations. The Performance Peer Group for 2019 consisted of:
Aker Solutions
Oceaneering International, Inc.
Diamond Offshore Drilling, Inc.
Oil States International, Inc.
Dril-Quip, Inc.
Saipem S.p.A
Forum Energy Technologies, Inc.
Subsea 7 S.A.
National Oilwell Varco, Inc.
TechnipFMC plc
Noble Corporation plc
Valaris plc
The Committee will continue to assess the composition of the Performance Peer Group for 2020 and beyond,
with a sharp focus on the impact of the industry downturn and resulting consolidation.
Transocean 2020 P-81 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Components
OUR EXECUTIVE COMPENSATION PROGRAM IS DESIGNED TO MEET THE OBJECTIVES OF OUR
“PAY FOR PERFORMANCE” PHILOSOPHY BY LINKING A SIGNIFICANT PORTION OF EACH
EXECUTIVE’S COMPENSATION TO COMPANY PERFORMANCE.
The following table summarizes the purpose and key characteristics of each of the primary components of our
executive compensation program.
COMPENSATION ELEMENT PURPOSE
KEY CHARACTERISTICS
BASE SALARY
Provide a base level of income, targeting
the market median for executive talent.
Fixed compensation.
Reviewed annually and adjusted as
appropriate.
ANNUAL CASH BONUS
Motivate executives to achieve our short-
term business objectives and employee
safety and reward contributions toward the
achievement of pre-established
performance goals.
Variable compensation.
Award potential ranges from 0% to
200% of target based on corporate
performance measured against pre-
established performance goals.
I. LONG-TERM INCENTIVE
– PERFORMANCE
UNITS
Align the interests of our executives with
those of our shareholders by creating a
direct correlation between realized pay and
shareholder return performance both
relative to peers and on an absolute basis,
over a three-year performance period.
Variable compensation.
The number of earned units can range
from 0%-200% based on total
shareholder return relative to
performance of drilling industry peers
during three-year performance periods,
provided our absolute TSR meets a pre-
determined threshold. “Cliff” vesting at
the end of each three-year performance
period.
II. LONG-TERM INCENTIVE
– RESTRICTED SHARE
UNITS
Motivate executives to contribute to long-
term increases in shareholder value, build
executive ownership and retain executives
through ratable vesting.
Variable compensation.
Long-term award with ratable vesting
over three years that provides a direct
correlation of realized pay to shareholder
value.
III. LONG-TERM INCENTIVE
– NON-QUALIFIED
STOCK OPTIONS
Motivate executives to contribute to long-
Variable compensation.
term increases in shareholder value, build
executive ownership and retain executives
through ratable vesting.
Long-term award with ratable vesting
over three years that provides a direct
link between realizable pay and stock
price appreciation.
OTHER COMPENSATION
Provide benefits that promote employee
health and welfare and assist executives in
carrying out their duties and increasing
productivity.
Indirect compensation elements
consisting of health and welfare plans
and other broad-based employee benefit
plans.
POST-EMPLOYMENT
Retain executives by providing a baseline
Fixed compensation.
of short-term compensation in the event an
executive’s employment is terminated
without cause.
Severance benefits, to the extent
permissible under Swiss law, are
provided pursuant to the Executive
Severance Benefit Policy and are not
payable in the event of a termination for
cause or a voluntary resignation.
Transocean 2020 P-82 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
The Committee takes several objectives into consideration when assessing the reasonableness of the total
direct compensation of the Named Executive Officers, particularly the compensation of our Chief Executive
Officer. These objectives include ensuring alignment with our vision and business strategy, creating sustainable
long-term shareholder value through the amount and mix of compensation provided, and advancing the core
principles of our compensation philosophy and objectives while remaining within our risk tolerance.
BASE SALARY
Our Named Executive Officers receive base salaries constituting a basic level of compensation for services
rendered during the year. The base salaries of our Named Executive Officers are determined by the Committee
upon each officer’s initial hire and reviewed annually, including in the context of promotions or other changes
in job responsibilities. As part of its annual review, the Committee reviews each base salary, (i) for purposes of
maintaining competitive compensation, relative to executive officers at applicable companies, and (ii) for
internal pay equity purposes, relative to other executive officers at the Company.
As part of its base salary review, the Committee considers input from our Chief Executive Officer (except with
respect to his own compensation), competitive compensation data from our Compensation Peer Group and
other survey data, job responsibilities, individual skills, experience and expected future contributions of each
Named Executive Officer. The Committee also considers input from its independent compensation consultant
within the framework of the Company’s compensation philosophy and objectives.
In February 2019, the Committee, in consideration of the industry downturn, and with consultation from its
independent compensation consultant, elected to freeze base salaries for our Named Executive Officers. With
the exception of Mr. Long, who was promoted to Executive Vice President and General Counsel in 2018, no
individuals have received a base salary increase while an Executive Officer since 2015.
The following base salaries in U.S. dollars were approved by the Committee for the individuals listed below.
EXECUTIVE
Mr. Thigpen
Mr. Mey
Mr. Adamson
Mr. Davis
Mr. Long
2019 BASE SALARY
($U.S.)
1,000,000
760,000
600,000
550,000
550,000
INCREASE OVER 2018
(%)
0%
0%
0%
0%
0%
ANNUAL PERFORMANCE BONUS
Our Performance Award and Cash Bonus Plan (the “Bonus Plan”) is a formulaic, goal-driven plan that provides
participants, including the Named Executive Officers, with the opportunity to earn annual cash bonuses based
on performance as measured against predetermined performance objectives. Individual target award levels,
expressed as percentages of the participants’ base salaries, are established by the Committee at the beginning
of the year. The target award opportunities under the Bonus Plan, when combined with base salaries, are
intended to position the participants to earn total cash compensation approximating competitive market median
levels. Individual awards correlate to Company performance, so the executives achieve above-target awards
only when the Company achieves above-target performance. Further, the bonus opportunity is capped at a
maximum payout level as noted below.
Transocean 2020 P-83 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Under the Bonus Plan for 2019, the Named Executive Officers had a potential payout range of 0% to 200% of
their individual target award opportunities. The 2019 target bonus opportunity for each Named Executive
Officer, expressed as a percentage of base salary, was as follows:
EXECUTIVE
Mr. Thigpen
Mr. Mey
Mr. Adamson
Mr. Davis
Mr. Long
BONUS TARGET
(%)
125%
85%
75%
75%
75%
2019 ANNUAL BONUS STRUCTURE AND ACHIEVEMENT
The annual cash bonus structure is designed to recognize and motivate strong financial, operational and safety
performance. Achievement in these three focus areas provides the Committee with a direct line of sight to
annual Company operational and financial results while maintaining a strong focus on personnel, industrial and
environmental safety. This structure is designed to focus our executives on those areas where we can
differentiate ourselves from our competitors during the industry downturn and be well-positioned to outperform
the competition as the market recovers.
Each measure, relative weighting, and the threshold-target-maximum payout range was designed with
reference to our 2018 actual performance results, and our 2019 business plan, as presented to the Committee
in early February 2019.
The following chart outlines the 2019 bonus performance measures and relative weightings. Each of the
measures is defined and discussed in more detail below.
PERFORMANCE MEASURE
I. Safety
II. EBITDA
III. Uptime
2019 Bonus Plan Structure
2019 WEIGHTING
(%)
20%
60%
20%
100%
Based on the performance measures described further below and using the pre-determined weightings
assigned to each measure by the Committee, the formulaic bonus outcome for each of our Named Executive
Officers was 142% of the targeted bonus opportunity under the Bonus Plan for 2019. The components of this
total bonus payout under the Bonus Plan for 2019 are as follows:
PERFORMANCE MEASURE
I. Safety
II. EBITDA
III. Uptime
2019 Bonus Plan Achievement
2019 WEIGHTED
ACHIEVEMENT
(%)
40%
71%
31%
142%
For specific award amounts, see “Executive Compensation—Summary Compensation Table” below.
I. SAFETY PERFORMANCE
OUR BUSINESS
COMMITTED TO PROTECTING OUR PERSONNEL, OUR PROPERTY AND OUR ENVIRONMENT.
INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE STRONGLY
Our goal is expressed in our safety vision of “an incident-free workplace all the time, everywhere.” Beginning
in 2017, the safety component of the bonus structure has focused on Total Recordable Incident Rate (“TRIR”).
Transocean 2020 P-84 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
We establish threshold, target, and maximum levels of TRIR performance for the purposes of assessing any
incentive payout from this metric. In addition, the bonus structure provides for a 25% reduction to the TRIR
calculated payout for any Tier 1 Operational Integrity event (see definition below). The Committee elected to
carry forward this methodology and weighting for 2019.
Developing Our Total Recordable Incident Rate (TRIR) Target
TRIR is a safety performance metric recognized by the U.S. Occupational Safety & Health Administration and
is used by companies across an array of industries. We calculate TRIR based upon the guidelines set forth by
the industry’s International Association of Drilling Contractors (the “IADC”). The IADC methodology calculates
TRIR by taking the aggregate number of occurrences of work-related injuries or illnesses that result in any of
the following: death; a physician or licensed health care professional recommending days away from work due
to an injury or illness; an employee not being able to perform all routine job functions (but not resulting in days
away from work); or any other medical care or treatment beyond minor first aid. The TRIR is the number of
such occurrences for every 200,000 hours worked.
The Committee approved a TRIR target for 2019 of 0.34. In setting this target, the Committee received input
from the Board’s Health, Safety and Environment (HSE) Committee, composed of independent directors.
Values above and below this target were calculated in accordance with the chart below, with outcomes falling
between two boundaries interpolated on a straight-line basis:
TRIR TARGET AND PERFORMANCE RANGE
Threshold = 0.39
Target = 0.34
Maximum = 0.29
BONUS PAYOUT
(%)
0%
100%
200%
As noted above, the year-end TRIR payout is reduced by 25% for any Tier 1 Operational Integrity event during
the year, regardless of formulaic performance achievement. Furthermore, the Committee evaluates whether to
apply discretion in response to unforeseen, extraordinary circumstances in considering overall bonus results.
In setting the 2019 TRIR threshold-target-maximum values, the Committee considered the following:
Integration of the Ocean Rig fleet following the December 2018 acquisition;
Planned increases in rig startups and reactivations; and
An increase in rig crew hiring and the need to train these new employees in the Company’s safety
programs and processes.
With consideration given to these factors and the recognition of the operational challenges facing the Company
in a year of increased activity and fleet integration, the Committee approved the 2019 TRIR target at 0.34.
Although the 2019 TRIR target was set below the TRIR target for 2018, the 0.34 target reflects an improvement
over 2018 actual performance of approximately 10%. Further, it incorporates the lessons learned in 2018 with
regard to the challenges of integrating a new fleet and instilling and developing our safety culture and standards
into our new workforce.
In setting the threshold and maximum values, the Committee applied a 15% range above and below target.
This range created a threshold, or entry point, of 0.39 and a maximum of 0.29.
Transocean 2020 P-85 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Further, the Committee recognized the impact of Operational Integrity on process safety performance.
Operational Integrity is an internally developed safety measure designed to prevent, or mitigate the impact of,
a significant event. We use industry standard definitions of significant events, which include:
Fire, explosion, release of a hazardous substance with serious injury or fatality;
Other circumstances resulting in serious injuries/fatalities and/or damage to the environment;
Major structural damage to Company property; and
Uncontrolled release of hazardous fluids.
Consistent with our 2017 and 2018 Bonus Plan design, a Tier 1 Operational Integrity event, as defined in the
Company’s Health and Safety Policies and Requirements, is the most serious Operational Integrity event,
requiring immediate and potentially significant Company time and resources to rectify.
Measuring Total Recordable Incident Rate (TRIR) Results
The 2019 formulaic result for TRIR was 0.26, which exceeded maximum performance and resulted in 200%
payout for the safety component of the 2019 Bonus Plan, as illustrated:
Transocean 2020 P-86 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
II. FINANCIAL PERFORMANCE
Developing Our EBITDA Target
FOR THE 2019 BONUS PLAN, THE COMMITTEE EVALUATED FINANCIAL MEASURES THAT WOULD
MOST CLOSELY ALIGN MANAGEMENT WITH THE COMPANY’S FINANCIAL OBJECTIVES.
The Committee concluded that Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
would be the most appropriate measure, consistent with our metric selection for the performance year ending
2018, based on the following reasons:
It is commonly used by our shareholders to evaluate financial performance, in light of current market
conditions;
It is commonly used by our peers to evaluate their own financial performance; and
While it is a non-GAAP financial measure, it is objective and reconcilable to the GAAP measures
reported in our financial statements.
The Committee weighted EBITDA at 60% of the total 2019 Bonus Plan opportunity.
In establishing the EBITDA target and range, the Committee considered the Company’s 2019 financial plan, as
presented by management in early February 2019. Threshold and maximum performance outcomes were then
set based on the potential for decreases or increases to financial outcomes tied to dynamic market conditions.
Although the 2019 EBITDA target was set below the 2018 actual financial result, the target objectively reflected
the continuing industry downturn and uncertainties with respect to the recontracting of rigs whose contracts
were set to expire in 2019.
EBITDA TARGET AND PERFORMANCE RANGE
Threshold = $672M
Target = $768M
Maximum = $864M
Measuring EBITDA Results
BONUS PAYOUT
(%)
0%
100%
200%
The Company delivered strong EBITDA results for 2019. Outstanding operating performance and revenue
efficiency for deployed rigs, combined with a strong focus on cost management, resulted in strong EBITDA
results, relative to target performance and to peers.
Included in this proxy statement, attached as Appendix A, is a reconciliation of EBITDA to net income, the most
directly comparable GAAP financial measure. The differential between actual EBITDA and EBITDA
performance achievement for the 2019 Bonus Plan is the result of a Committee-approved calculation of EBITDA
for an adjustment due to a change in accounting standards.
DOWNWARD
ADJUSTMENT TO
BONUS
PERFORMANCE
AND PAYOUT
In connection with taking occupancy of our new facility in Houston, Texas, management budgeted
U.S. $5.9 million as a non-adjusted cost acceleration. However, due to the new accounting lease
standard, this amount has been accounted for as an impairment. So as not to benefit from a change
in accounting standards, the EBITDA performance achievement was reduced by U.S. $5.9 million.
The impact of this downward adjustment to EBITDA performance resulted in a reduction to the weighted payout
on EBITDA performance and a reduction to overall bonus performance from 146% to 142% achievement.
Transocean 2020 P-87 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
As illustrated, the EBITDA result slightly outperformed our goal, achieving 118% of target performance, with an
associated weighted payout of 71% of the total target bonus opportunity for each Named Executive Officer.
EBITDA (in millions)
Payout percentage of 2019 total target
bonus opportunity
60%
71%
200%
150%
100%
50%
0%
T
U
O
Y
A
P
L
A
T
N
E
T
O
P
I
$768
$786
2019 Target EBITDA
2019 Actual EBITDA
III. OPERATIONAL PERFORMANCE
Developing Our Uptime Target
UPTIME WAS IDENTIFIED AS THE OPERATIONAL PERFORMANCE MEASURE THAT WOULD BEST
ALIGN WITH THE INTERESTS OF OUR CUSTOMERS AND, ULTIMATELY, OUR SHAREHOLDERS. AS A
RESULT, WE MAINTAINED THE UPTIME MEASURE FOR 2019.
This measure represented 20% of the 2019 total target annual bonus opportunity, reinforcing the importance
of maintaining excellence in our rig operations. We believe that Uptime is the best measure of operational
efficiency, which is imperative to our customers.
Although Uptime is a common operational metric in our industry, it has no standard industry definition or
reporting structure. As a result, the Company has developed its own definition, in consultation with the
Committee, and that definition recognizes the key impediments to Uptime: equipment failures and human
performance errors.
Uptime is measured as total operating hours, minus downtime hours, expressed as a percentage of the
maximum total operating hours. Operating hours are defined as the number of hours a rig is operating under a
contract. Downtime is defined as the number of hours the rig is not engaged in drilling activities, resulting from
mechanical failure or human performance error. Using this formula, zero mechanical failures and human
performance errors would result in a rig operating at 100% Uptime. Downtime events detract from optimal
performance and have a direct negative impact on the customer’s operational plan.
In setting the threshold-target-maximum range for this measure, the mathematical differential of 3% from
threshold to maximum is significant considering the total number of operating hours during a calendar year
(e.g., approximately 250,000 hours of operation in 2019).
Transocean 2020 P-88 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
The Committee approved the following Uptime target for 2019:
UPTIME TARGET AND PERFORMANCE RANGE
Threshold = 94.5%
Target = 96.0%
Maximum = 97.5%
BONUS PAYOUT
(%)
0%
100%
200%
In setting the 2019 Uptime target, the Committee considered the Company’s outlook for 2019, which featured:
The harmonization of the Ocean Rig fleet; and
The reactivation of cold-stacked rigs.
These factors led the Committee to conclude that the risk of equipment failure and human performance errors
was elevated for 2019. Despite this incremental risk, the Committee decided to maintain the target from 2018,
and approved the 2019 Uptime target at 96.0%.
Measuring Uptime Results
THE COMPANY ACHIEVED 96.8% UPTIME PERFORMANCE IN 2019.
This increase over target performance equates to approximately 2,070 hours, or 86 days, of additional
operational productivity across the fleet, resulting in greater customer satisfaction and higher earnings.
As illustrated, the formulaic performance of Uptime achieved 155% performance to target and an associated
weighted payout of 31% of the total target bonus opportunity for each of the Named Executive Officers.
UPTIME
Payout percentage of 2019 total target
bonus opportunity
20%
31%
96.8%
96.0%
2019 Target Uptime
2019 Actual Uptime
200%
150%
100%
50%
0%
T
U
O
Y
A
P
L
A
T
N
E
T
O
P
I
Transocean 2020 P-89 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
PERFORMANCE MEASURES FOR ANNUAL INCENTIVE PLAN–
TARGET VS. ACTUAL
% BONUS PAYOUT
I. Safety
II. Financial
III. Operational
Actual EBITDA
(71%)
200%
150%
Actual Uptime
(31%)
96.8%
142%
Actual
Bonus Plan
Achievement
T
U
O
Y
A
P
L
A
T
N
E
T
O
P
I
200%
150%
100%
50%
0%
0.34
Actual TRIR
(40%)
0.26
200%
150%
100%
50%
0%
$786
100%
$768
96.0%
50%
0%
Target TRIR
(20% Weighting)
+
Target EBITDA
(60% Weighting)
+
Target Uptime
(20% Weighting)
100%
Target Bonus
Structure
Total
IV. NEW ESG METRIC FOR ANNUAL PERFORMANCE BONUS
We recognize the importance of sustainability to our business and industry and are committed to identifying
and introducing relevant and measurable objectives that reflect our corporate sustainability performance and
influence executives’ performance objectives. We expect to include a sustainability metric in our bonus plan for
2021, which we plan to summarize in our proxy statement for the 2021 Annual General Meeting.
LONG-TERM INCENTIVES
THE COMMITTEE ESTABLISHES COMPETITIVE LONG-TERM INCENTIVE (“LTI”) OPPORTUNITIES FOR
OUR NAMED EXECUTIVE OFFICERS THAT MOTIVATE THEM TO INCREASE TOTAL SHAREHOLDER
RETURN, DRIVE LONG-TERM SUSTAINABLE VALUE AND ALIGN THE INTERESTS OF PARTICIPANTS
WITH THOSE OF SHAREHOLDERS.
LTI opportunities for 2019 varied in the actual value delivered, based on the Company’s actual total shareholder
return.
Transocean 2020 P-90 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
To provide an appropriate balance of incentives tied to performance, three types of long-term equity instruments
were used in 2019: Performance Units (“PSUs”), Restricted Share Units (“RSUs”) and Non-Qualified Stock
Options (“NQSOs”). The weighting of each instrument in our LTI program was as follows:
LONG-TERM INCENTIVE PAY MIX
25%
RSUs
25%
NQSOs
50%
PSUs
This LTI mix was designed to ensure that a minimum of 50% of total LTI is conveyed through PSUs. RSUs
were included in the incentive mix to reinforce a direct relationship to the shareholder experience and to promote
ownership of Company equity. Stock Options only deliver value to the executive when the Company’s share
price appreciates following the grant date. All three equity instruments were also designed to be retentive in
nature through multi-year performance and vesting periods.
The following LTI award values were delivered to our Named Executive Officers in 2019.
NAMED EXECUTIVE OFFICER
Mr. Thigpen
Mr. Mey
Mr. Adamson
Mr. Davis
Mr. Long
2019 LTI FAIR VALUE
(U.S.$)
6,946,435
2,679,337
1,786,217
2,133,543
1,984,703
In February 2020, the Compensation Committee approved a change to the LTI mix whereby the weighting of
PSUs will increase from 50% to 60% with the remaining 40% delivered as RSUs.
PERFORMANCE UNITS (PSU)
The target value of the 2019 PSU grants to each of the Named Executive Officers was approximately 50% of
each officer’s total 2019 LTI award target value.
Each PSU represents one share and is earned based on performance over a three-year cycle from January 1,
2019 through December 31, 2021. Performance is determined by comparing the Company’s TSR performance
relative to the Company’s Performance Peer Group over the three-year performance cycle.
In further recognition of the importance of shareholder alignment, the Committee capped the earning of PSUs
at target if the Company’s absolute TSR during the performance period is less than negative 15%. The
Committee set the cap at this level to ensure that management does not benefit disproportionately from
shareholder returns that are more than marginally negative.
Transocean 2020 P-91 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Actual results at the completion of the three-year performance cycle will be determined by the following
ranking of TSR performance:
COMPANY RANKING
% OF TARGET PERFORMANCE UNITS
90th Percentile or higher
200%
50th Percentile
25th Percentile
Less than 25th Percentile
100%
50%
0%
Upon completion of the 2019 - 2021 PSU performance cycle, the Committee will determine final payout levels,
if any, and PSUs will be distributed to the Named Executive Officers, along with a cash payment equal to any
dividends or equivalents for earned shares that may have accrued during the performance cycle.
In 2020, the Committee evaluated the Company’s performance based on the Company’s TSR relative to the
Performance Peer Group for the three-year performance period from January 1, 2017 through December 31,
2019 and determined the PSU performance achievement to be 167% of target. However, in recognition of the
importance of shareholder alignment, the Committee capped the earning of PSUs at target because the
Company’s absolute TSR was less than negative 15% during the performance period. Thus, the actual payout
was reduced to 100%, or target.
RESTRICTED SHARE UNITS (RSU)
The target value of the 2019 RSU grants to each of the Named Executive Officers was approximately 25% of
each officer’s total 2019 LTI award target value.
Time-vested RSUs were granted to all Named Executive Officers as part of the 2019 annual long-term incentive
grants. Each RSU represents one share and vests over a three-year schedule (ratably one-third each year),
contingent upon continued service.
NON-QUALIFIED STOCK OPTIONS (NQSO)
The target value of the 2019 NQSO grants to each of the Named Executive Officers was approximately 25% of
each officer’s total 2019 LTI award target value.
Time-vested NQSOs were granted to each Named Executive Officer as part of the 2019 LTI grants. Each
NQSO represents the option to purchase one share and vests over a three-year schedule (ratably one-third
each year), contingent upon continued service.
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
Employment agreements with our Executive Management Team comply with the Minder Ordinance, which
prohibits the payment of severance benefits to members of the Executive Management Team. Other than the
individual compensation terms applicable for each executive, the same basic form of employment agreement
was used for Named Executive Officers with agreements.
Transocean 2020 P-92 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
INDIRECT COMPENSATION
In addition to base salary, annual and long-term incentive compensation, we offer limited indirect compensatory
arrangements to our executives. These indirect elements of executive compensation are not performance-
based and are offered as part of the overall compensation package to ensure that the package is competitive
with other companies with which we compete for talent. Below is a summary of the indirect elements of
compensation for our Named Executive Officers.
HEALTH, WELFARE AND RETIREMENT
Our Named Executive Officers are eligible for Company-wide benefits on substantially the same basis as other
full-time employees, including savings, frozen pension, medical and life insurance benefits. Our Named
Executive Officers also receive a supplemental life insurance benefit equal to four times base salary capped at
a maximum of U.S. $1 million. In addition, we make a supplemental non-qualified defined contribution
restoration plan available to employees (including the Named Executive Officers) to compensate for benefits
that are capped due to U.S. Internal Revenue Service limits on qualified retirement plans.
PERQUISITES
The Committee elected to eliminate all executive perquisites for our Named Executive Officers, effective
January 1, 2017. As a result, none received perquisites in 2019.
POST-EMPLOYMENT COMPENSATION
We believe that the competitive marketplace for executive talent and our desire to retain our Executive Officers
require us, subject to compliance with applicable law, to provide our Executive Officers with a severance
package. Each of our Executive Officers who are not members of our Executive Management Team is eligible
to receive severance benefits in the event we choose to terminate the Executive Officer at our convenience.
Subject to the Committee’s approval, the benefits provided in the event of an involuntary termination under the
terms of our Executive Severance Benefit Policy include a cash severance benefit limited to 52 weeks of base
salary; a pro rata share of the termination year’s award under the Bonus Plan for such executive; treatment of
outstanding long-term incentive awards as provided for in the terms and conditions of each award (as more
fully described under “Executive Compensation—Potential Payments Upon Termination or Change of Control”);
and outplacement services not to exceed 5% of the base salary of the executive.
We also believe that the interests of our shareholders are served by including a double-trigger change-in-control
provision in the Bonus Plan and the Long-Term Incentive Plan for Named Executive Officers who would be
integral to the success of, and are most likely to be impacted by, a change of control. By requiring two triggering
events to occur, we believe that those Executive Officers who remain with us through a change of control will
be appropriately focused on the success of the combined enterprise while those who depart because of a
change of control will be appropriately compensated. The types of payments that will be made to our executives,
along with estimated values as of December 31, 2019, are described under “Executive Compensation-Potential
Payments Upon Termination or Change of Control.”
The Committee periodically reviews severance packages offered to the Executive Officers to ensure the
benefits are aligned with prevailing market practices. For a Named Executive Officer to receive the benefits
described above, the Named Executive Officer must first sign a release of all claims against the Company and
enter into a non-competition, non-solicitation, and confidentiality agreement covering our trade secrets and
proprietary information.
The Minder Ordinance prohibits certain types of compensation payments to members of the Executive
Management Team, including severance payments in any form. Therefore, members of the Executive
Management Team are not eligible to participate in the Executive Severance Benefit Policy.
Transocean 2020 P-93 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Governance, Policy and Practice
The Committee is responsible for the executive compensation program design and decision-making process.
The Committee solicits input from independent members of the Board of Directors, the Chief Executive Officer,
other members of management, and the independent compensation consultant to assist with its responsibilities.
The following summarizes the roles of each of the key participants in the executive compensation decision-
making process.
COMPENSATION COMMITTEE
The Committee is composed solely of members of the Board of Directors who
(i) are not employees of the Company, and
(ii) meet the independence requirements of the NYSE.
The Committee is responsible for overseeing our executive compensation and long-term incentive programs.
Specifically, the Committee is responsible for:
Reviewing and approving the target and actual compensation paid and the benefit levels received by
our Executive Officers;
Annually recommending focus areas for our Chief Executive Officer for approval by the members of
our Board of Directors who meet the independence and experience requirements set forth in the
Committee charter;
Annually evaluating all aspects of our Chief Executive Officer’s performance in light of these focus
areas (with the participation of all non-executive members of the Board of Directors) and setting our
Chief Executive Officer’s compensation based on this evaluation and after reviewing data concerning
compensation practices in the competitive market;
Establishing and approving our executive compensation plans and arrangements to provide benefits
to our Executive Officers in accordance with the goals and objectives of the Company, as established
by the Board of Directors;
Administering the Company’s LTI plans, including determining plan eligibility and approving individual
awards for all plan participants;
Administering the Company’s Performance Award and Cash Bonus Plan and approving individual
awards for all Executive Officers;
Considering and approving executive employment and, to the extent permissible under Swiss law,
severance agreements or other contractual agreements that may be entered into with our Executive
Officers (that shall not include “single-trigger” change-in-control agreements);
Reviewing and discussing this Compensation Discussion and Analysis, the Company’s Swiss
statutory compensation report and maximum aggregate compensation limits for the Board of
Directors and members of the Executive Management Team with our management and, based upon
such review and discussion, recommending to the Board of Directors that the Compensation
Discussion and Analysis be included in the proxy statement for our Annual General Meeting or our
annual report, as applicable; and
Assessing the risks associated with the Company’s compensation arrangements.
The Committee makes all compensation decisions and approves all share-based awards for the Named
Executive Officers and other Executive Officers. The Committee may exercise its discretion in modifying any
compensation element to any Executive Officer, including reducing or increasing the payment amount for one
or more components of such awards.
Transocean 2020 P-94 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
During 2019, the Compensation Committee consisted of the following directors: Tan Ek Kia (Chair),
Frederico F. Curado (through November 2019), Vincent J. Intrieri, and Samuel J. Merksamer (starting in
November 2019).
INDEPENDENT COMPENSATION CONSULTANT
To assist in discharging its responsibilities, the Committee engaged an independent executive compensation
consulting firm, Pay Governance LLC, which advised the Committee on executive compensation matters for
2019.
In order to preserve the independence of the Committee’s compensation consultant and avoid the appearance
of an impairment of such independence, the Committee adopted a policy that any compensation consultant to
the Committee may not provide other services to the Company in excess of U.S. $100,000. Neither Pay
Governance nor any of its affiliates provided the Company with any other services in 2019. In May 2019, the
Committee assessed whether the work of Pay Governance for the Committee during 2019 raised any conflict
of interest by conducting a review of several independence factors, which included the factors set forth under
Rule 10C - 1 of the Exchange Act. The Committee concluded that no conflict of interest was raised that would
prevent Pay Governance from independently advising the Committee.
In advising the Committee, the compensation consultant reports to and acts at the direction of the Committee.
The Committee directs the compensation consultant in the performance of its duties under its engagement to
provide certain guidance on an ongoing basis, including:
Expertise on compensation strategy and program design;
Information relating to the selection of the Company’s peer groups;
Relevant market data and alternatives to consider when making compensation decisions;
Assistance in establishing and updating annual and long-term incentive guidelines;
Periodic reviews of the total executive compensation program; and
Support and advice as the Committee conducts its analysis of and makes its decisions regarding
executive compensation.
The Committee does not necessarily adopt all recommendations made by the compensation consultant but
uses the consultant’s work as a reference in exercising its own judgment with respect to its own executive
compensation actions and decisions.
The compensation consultant participates in every meeting of the Committee and meets privately with the
Committee at the Committee’s request. Our management provides information to the consultant but does not
direct or oversee its activities with respect to our executive compensation program.
OTHER ADVISORS
From time-to-time, management engages other advisors to assist in providing advice to the Committee. Such
advisors have included, among others, an outside law firm to provide advice regarding various legal issues,
financial analysts to examine relevant performance metrics and an outside actuarial firm to evaluate benefit
programs. The Committee evaluates these advisors for independence, when retained. No advisors other than
Pay Governance were hired in 2019.
MANAGEMENT
Our Chief Executive Officer annually reviews the competitive pay position and the performance of each member
of senior management other than himself. Our Chief Executive Officer’s conclusions and recommendations,
including base salary adjustments and award amounts for the current year and target annual award amounts
for the next year under our Bonus Plan (other than for himself) are presented to the Committee. The Committee
Transocean 2020 P-95 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
makes all compensation decisions and approves all share-based awards for the Named Executive Officers and
other Executive Officers. The Committee may exercise its discretion in modifying any compensation element
to any Executive Officer, including reducing or increasing the payment amount for one or more components of
such awards.
Officers and other employees in our Human Resources Department assist our Chief Executive Officer with his
recommendations and develop and present other recommendations regarding compensation to the Committee
as needed. Our officers and other employees participate in Committee discussions in an informational and
advisory capacity and have no authority in the Committee’s decision-making process.
SHARE OWNERSHIP GUIDELINES FOR EXECUTIVES
WE BELIEVE IT IS IMPORTANT FOR OUR NAMED EXECUTIVE OFFICERS TO BUILD AND MAINTAIN
AN APPROPRIATE EQUITY STAKE IN THE COMPANY.
The Company’s share ownership guidelines for Named Executive Officers are intended to further align
executives’ interests with the interests of our shareholders. Under these guidelines, Named Executive Officers
must retain 50% of any shares that vest (net of tax shares) until the ownership guidelines are met. Each of our
Named Executive Officers must own an amount of shares equivalent to the following:
6x Base Pay
CEO
Executive Vice President 3x Base Pay
2x Base Pay
1x Base Pay
Senior Vice President
Vice President
Compliance with this policy is reviewed by the Committee, and executives must certify their compliance on an
annual basis. The Committee may exercise its discretion in response to any non-compliance of this policy. The
Committee has determined that all executives are in compliance with these requirements.
EXECUTIVE COMPENSATION RECOUPMENT/CLAWBACK POLICY
Under the Incentive Compensation Recoupment Policy, the Company is authorized to recover or adjust both
cash and equity incentive compensation to the extent the Committee determines that payments or awards have
exceeded the amount that would otherwise have been received, due to a restatement of financial results or if
the Committee determines that an executive has engaged in, or has knowledge of, and fails to prevent or
disclose, fraud or intentional misconduct pertaining to any financial reporting requirement.
NO HEDGING OR PLEDGING OF COMPANY SHARES
We have a policy that prohibits any employee, officer or director of the Company from engaging in short-term
or speculative transactions in the Company’s securities. It, therefore, is the Company’s policy that employees,
officers and directors and their family members or wholly-owned businesses not engage in any of the following
transactions:
Short sales;
Publicly traded options;
Hedging transactions; and
Margin accounts and pledging.
Our Executive Officers and directors must certify compliance with the hedging and pledging provisions of our
Insider Trading Policy on an annual basis, and all have done so.
Transocean 2020 P-96 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
USE OF TALLY SHEETS
The Committee reviews compensation tally sheets, prepared by management, that present comprehensive
data on the total compensation and benefits package for each of our Named Executive Officers. Tally sheets
include all current compensation obligations, as well as additional analyses with respect to payments at
hypothetical terminations to consider the Company’s obligations under such circumstances. The Committee
does not use the tally sheets to determine the various elements of compensation or the actual amounts of
compensation to be approved but, rather, to evaluate the Company’s obligations under the various programs.
Tax Impact on Compensation
Prior to 2018, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) limited the annual tax deduction
to U.S. $1,000,000 for compensation paid by a publicly held company to its Chief Executive Officer and each
of its three other most highly compensated Named Executive Officers other than the Chief Financial Officer,
unless the compensation was designed to meet certain performance-based requirements. Under the Tax Cuts
and Jobs Act of 2017 (the “2017 Tax Act”), effective for our taxable year beginning January 1, 2018, the
exception under Section 162(m) for performance-based compensation is no longer available, subject to
transition relief for certain grandfathered arrangements in effect as of November 2, 2017. In addition, the
“covered employees” subject to Section 162(m) limitations will be expanded to include our Chief Financial
Officer, and once one of our Named Executive Officers is considered a covered employee for 2017 or later, the
Named Executive Officer will remain a covered employee so long as he or she receives compensation from the
Company. To the extent practicable, we intend to preserve future deductions related to existing compensation
arrangements that are eligible for transition relief under the 2017 Tax Act, but we reserve the right to use our
judgment to authorize compensation payments that are not deductible under Section 162(m) when we believe
that such payments are appropriate and in the best interest of shareholders, after taking into consideration
changing business conditions or the executive’s individual performance and/or changes in specific job duties
and responsibilities.
Transocean 2020 P-97 Proxy Statement
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation
Discussion and Analysis with management. Based on such review and discussions, the Compensation
Committee recommended to the Company’s Board of Directors that the above Compensation Discussion and
Analysis be included in this proxy statement.
MEMBERS OF THE COMPENSATION COMMITTEE
Tan Ek Kia, Chair
Vincent J. Intrieri
Samuel J. Merksamer
Transocean 2020 P-98 Proxy Statement
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation paid by the Company for the fiscal year ended December 31,
2019, to each of our Chief Executive Officer, Chief Financial Officer and the next three most highly compensated
Executive Officers as of December 31, 2019, who are collectively referred to herein as our Named Executive
Officers.
CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
NON-EQUITY
INCENTIVE
PLAN
($)
COMPENSATION(2) EARNINGS(3)
SALARY
Executive Officer
President and Chief
Jeremy D. Thigpen
NAME AND
PRINCIPAL POSITION
BONUS
YEAR
($)
($)
2019 1,000,000 ―
2018 1,000,000 ―
2017 1,000,000 ―
2019 760,000 ―
Mark L. Mey
Executive Vice President 2018 760,000 ―
and Chief Financial Officer 2017 760,000 ―
2019 600,000 ―
Keelan I. Adamson
Executive Vice President 2018 523,769 ―
and Chief Operations
STOCK
AWARDS(1)
($)
OPTION
AWARDS(1)
($)
5,183,471 1,762,964
1,775,000
4,818,543 1,483,551
962,500
4,549,792 1,401,460
1,656,000
1,999,336 680,001
917,320
1,858,576 572,229
497,420
1,965,520 605,432
891,480
922,402 283,346
269,572
Officer
2019 550,000 ―
Howard E. Davis
Executive Vice President 2018 550,000 ―
and Chief Administrative 2017 550,000 ―
and Information Officer
2019 550,000 ―
Brady K. Long
Executive Vice President 2018 545,833 ―
2017 525,000 ―
and General Counsel
1,592,062 541,481
585,750
1,479,983 455,663
317,625
1,565,136 482,105
569,250
1,480,998 503,705
585,750
1,376,718 423,872
315,291
1,455,930 448,469
507,150
ALL OTHER
COMPENSATION(4)
($)
TOTAL
($)
215,517
9,936,952
286,201
8,550,795
361,637
8,968,889
143,246
4,499,902
183,350
3,871,575
324,235
4,546,667
($)
―
―
―
―
―
―
―
―
―
―
―
―
―
147,843
2,146,932
101,687
3,370,980
127,803
2,931,074
140,804
3,307,295
104,033
3,224,486
123,500
2,785,214
130,817
3,067,366
1,332,884 453,333
639,000
234,061
104,461
3,363,739
(1) The Stock Awards column represents the aggregate grant date fair value of performance share units and restricted share units granted
in each year as shown in the “Grants of Plan-Based Awards for 2019” table and computed in accordance with the provisions of FASB
ASC Topic 718. The Option Awards column represents the aggregate dollar amount recognized for financial statement reporting
purposes. Regarding assumptions underlying the valuation of these equity awards, please see Note 15 to our consolidated financial
statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.
(2) Non-Equity Incentive Plan Compensation includes annual cash bonuses payable to the Named Executive Officers based on service
during the year and awarded in the following year pursuant to the Performance Award and Cash Bonus Plan. The Performance Award
and Cash Bonus Plan, including the performance targets used for 2019, is described under “Compensation Discussion and Analysis—
Annual Performance Bonus.”
(3) Change in Pension Value represents the change in value during the twelve-month period ending on December 31 of each year. There
are no nonqualified deferred compensation earnings included in this column because no Named Executive Officers received above-
market or preferential earnings on such compensation during 2019, 2018 or 2017.
(4) All Other Compensation for 2019 includes company matching contributions of $28,000 to the account of each NEO under the U.S.
401(k) Savings Plan; company matching contributions under the Savings Restoration Plan in the following amounts: Mr. Thigpen,
$168,250; Mr. Mey $97,742; Mr. Adamson $58,957; Mr. Davis, $58,763; and Mr. Long $58,529; and company-paid benefits in the
following amounts: Mr. Thigpen, $19,267; Mr. Mey $17,504; Mr. Adamson $17,504; Mr. Davis, $14,924; and Mr. Long $17,504.
Transocean 2020 P-99 Proxy Statement
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards for 2019
The following table provides information concerning the annual performance bonus and long-term incentive
awards made to each of the Named Executive Officers in the fiscal year ended December 31, 2019.
ALL OTHER
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY
INCENTIVEPLAN AWARDS(1)
ALL OTHER OPTION
AWARDS:
STOCK
AWARDS:
NUMBER OF
NUMBER SHARES OF EXERCISE VALUE OF
ESTIMATED FUTURE PAYOUTS UNDER OF SHARES SECURITIES PRICE OF STOCK AND
EQUITY INCENTIVE PLAN AWARDS(2)
OF STOCK UNDERLYING OPTION OPTION
GRANT
DATE
FAIR
GRANT THRESHOLD TARGET MAXIMUM THRESHOLD TARGET MAXIMUM OR UNITS(3) OPTIONS(3) AWARDS(4) AWARDS(5)
DATE
($)
($)
($)
(#)
(#)
(#)
(#)
(#)
($)
($)
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
Howard E. Davis
Brady K. Long
—
2/7/2019
2/7/2019
2/7/2019
—
2/7/2019
2/7/2019
2/7/2019
—
2/7/2019
2/7/2019
2/7/2019
—
2/7/2019
2/7/2019
2/7/2019
—
2/7/2019
2/7/2019
2/7/2019
—
1,250,000 2,500,000
—
324,977
649,954
—
646,000 1,292,000
—
125,348
250,696
—
450,000 900,000
—
83,565
167,130
—
412,500 825,000
—
99,814
199,628
—
412,500 825,000
—
92,851
185,702
201,613
77,765
51,843
61,924
57,604
3,500,002
1,683,469
432,099
8.35
1,762,964
1,349,998
649,338
166,667
8.35
680,001
899,995
432,889
111,111
8.35
453,333
1,074,997
517,065
132,716
8.35
541,481
1,000,005
480,993
123,457
8.35
503,705
(1) This column shows the potential payout opportunities to the Named Executive Officers for the 2019 performance period under our
Performance Award and Cash Bonus Plan. There is no payout at or below threshold under this plan for 2019. Actual amounts earned
by the Named Executive Officers under the plan appear in the Non-Equity Incentive Plan Compensation column of the “Summary
Compensation Table.” For more information regarding our Performance Award and Cash Bonus Plan, including the performance
targets used for 2019, see “Compensation Discussion Analysis—Annual Performance Bonus.”
(2) The February 7, 2019, performance share unit award is subject to a three-year performance period ending December 31, 2021. The
actual number of performance units received will be determined in the first 60 days of 2022 and is contingent on our performance in
total shareholder return relative to the Performance Peer Group. Any earned shares will vest on December 31, 2021. The amounts
shown under the Maximum column represent the payout level of 200%. There is no payout at or below threshold level under this plan
for 2019. For more information regarding long-term incentive plans, including the performance targets used for 2019 and the
contingent nature of the long-term incentives granted, please see “Compensation Discussion and Analysis—Long-Term Incentives.”
(3) These columns show the number of time-vested restricted share units and non-qualified stock options granted to the Named Executive
Officers under the long-term incentive plans. The units and options vest in one-third increments over a three-year period commencing
on March 1, 2020, and the anniversary of the date of grant, respectively.
(4) This column shows the exercise or base price of option awards granted to the Named Executive Officers. This is equal to the closing
market price of our common stock on the date of grant.
(5) This column represents the grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The 2019
performance share unit fair value is calculated using the Monte Carlo simulation to value total shareholder return at the share price
on the date of grant. The grant date fair value of stock option awards is measured using the Black-Scholes option-pricing model.
Transocean 2020 P-100 Proxy Statement
Outstanding Equity Awards at Year-End 2019
The following table sets forth certain information with respect to outstanding equity awards at December 31,
2019, for the Named Executive Officers.
EXECUTIVE COMPENSATION
EQUITY
INCENTIVE
EQUITY
INCENTIVE PLAN
AWARDS:
PLAN AWARDS: MARKET OR
NAME
Jeremy D. Thigpen
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
EXERCISABLE(1) UNEXERCISABLE(1)
233,957
145,078
109,649
—
—
72,540
219,298
432,099
OPTION
EXERCISE
OPTION
PRICE
($/SHARE)
8.61
13.35
9.18
8.35
EXPIRATION
DATE
2/10/2026
2/9/2027
2/7/2028
2/6/2029
NUMBER OF MARKET VALUE
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED(2)
(#)
HAVE NOT
VESTED(3)
($)
NUMBER OF
UNEARNED
PAYOUT VALUE
OF SHARES
OF UNEARNED
OR UNITS OF SHARES, UNITS, SHARES, UNITS,
STOCK THAT OTHER RIGHTS OTHER RIGHTS
THAT HAVE NOT THAT HAVE NOT
VESTED(4)(5)
(#)
VESTED
($)
Mark L. Mey
98,039
62,674
42,293
—
—
31,337
84,587
166,667
8.61
13.35
9.18
8.35
2/10/2026
2/9/2027
2/7/2028
2/6/2029
Keelan I. Adamson
3,492
8,455
15,767
44,118
31,104
20,990
—
—
—
—
—
15,553
41,980
111,111
78.76
50.79
59.3
8.61
13.35
9.18
8.35
2/9/2021
2/16/2022
2/13/2023
2/10/2026
2/9/2027
2/7/2028
2/6/2029
Howard E. Davis
73,529
49,907
33,678
—
—
24,954
67,356
132,716
8.61
13.35
9.18
8.35
2/10/2026
2/9/2027
2/7/2028
2/6/2029
Brady K. Long
58,489
46,425
31,328
—
—
23,213
62,657
123,457
8.61
13.35
9.18
8.35
2/10/2026
2/9/2027
2/7/2028
2/6/2029
37,633
108,933
201,613
258,915
749,459
1,387,097
16,258
42,017
77,765
111,855
289,077
535,023
187,238
307,557
324,977
1,288,197
2,115,992
2,235,842
80,887
118,629
125,348
556,503
816,168
862,394
8,069
20,853
51,843
55,515
143,469
356,680
40,144
58,875
83,565
276,191
405,060
574,927
12,946
33,458
61,924
89,068
230,191
426,037
64,410
94,464
99,814
443,141
649,912
686,720
12,043
31,124
57,604
82,856
214,133
396,316
59,916
87,873
92,851
412,222
604,566
638,815
(1) Each option award has a 10-year term and vests in one-third increments over a three-year period.
(2) Represents time-vested restricted share units granted on February 10, 2017, February 8, 2018, and February 7, 2019. Restricted
share units vest in one-third increments over a three-year period.
Transocean 2020 P-101 Proxy Statement
EXECUTIVE COMPENSATION
(3) For purposes of calculating the amounts in these columns, the closing price of our shares on the NYSE on December 31, 2019, of
$6.88 was used.
(4) Represents performance share units, which are subject to a three-year performance period ending on December 31, 2019,
December 31, 2020, and December 31, 2021. The actual number of performance share units received will be determined in the first
60 days following the end of the performance period and is contingent on our performance as determined by comparing our total
shareholder return relative to the Performance Peer Group. Any shares earned will vest the day following the last day of the
performance period. For more information regarding long-term incentive plans, please see “Compensation Discussion and Analysis—
Long-Term Incentives.”
(5) Performance share units are listed at the targeted number of units.
Option Exercises and Shares Vested for 2019
The following table sets forth certain information with respect to the exercise of options and the vesting of RSUs
and PSUs, as applicable, during 2019 for the Named Executive Officers.
NAME
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
Howard E. Davis
Brady K. Long
NUMBER OF SHARES
ACQUIRED ON
EXERCISE
(#)
VALUE
REALIZED ON
EXERCISE
($)
NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)
VALUE
REALIZED ON
VESTING(1)
($)
—
—
—
—
—
—
—
—
—
—
412,109
171,365
78,839
130,250
107,606
3,442,488
1,431,462
658,577
1,088,028
898,900
(1) Value realized on vesting is calculated by multiplying the closing price of our shares on the NYSE on the date of release by the
number of gross shares that were released on such date, including any shares subsequently withheld in satisfaction of requisite tax
withholding.
Transocean 2020 P-102 Proxy Statement
Pension Benefits for 2019
We maintain the following pension plans for executive officers and other employees that provide for post-
retirement income based on age and years of service:
EXECUTIVE COMPENSATION
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Pension Equalization Plan
The following table and narrative disclosure set forth certain information with respect to pension benefits
payable to the Named Executive Officers pursuant to these plans:
NUMBER OF
YEARS
PRESENT
VALUE OF
ACCUMULATED
BENEFIT
($)
NAME
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
Howard E. Davis
Brady K. Long
PLAN NAME
Transocean Savings Restoration Plan
Transocean Savings Restoration Plan
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Pension Equalization Plan
Transocean Savings Restoration Plan
Transocean Savings Restoration Plan
CREDITED
SERVICE
(#)
5
5
5
10
10
4
4
806,123
450,331
238,861
503,517
484,083
248,602
203,700
PAYMENTS
DURING
2019
($)
—
—
—
—
—
—
Transocean Savings Restoration Plan
The Company maintains the Transocean Savings Restoration Plan, a nonqualified, unfunded, defined
contribution plan for key management employees who earn compensation in excess of certain limits in the
Internal Revenue Code. All Named Executive Officers participate in this plan. Effective January 1, 2017, all
participants in this plan are fully vested. The plan provides that eligible participants receive an annual
contribution equal to 10% (or such other percentage as determined by the administrative committee) of the
compensation earned in a particular calendar year that is in excess of the Internal Revenue Code limits.
Compensation considered under this plan includes basic salary and annual performance bonus. A participant
must be employed on the last day of the calendar year in order to receive a contribution for a particular year.
Benefits are payable upon a participant’s termination of employment, or six months after termination in the case
of certain officers.
Transocean U.S. Retirement Plan
The Transocean U.S. Retirement Plan is a tax-qualified pension plan. Benefit accruals under this plan were
frozen effective as of December 31, 2014. Mr. Adamson is the only Named Executive Officer who participates
in this plan.
The purpose of the plan is to provide post-retirement income benefits to employees in recognition of their long-
term service to the Company. Benefits available to executives are no greater than those offered to non-
executive participants. The plan is funded through cash contributions made by the Company based on actuarial
valuations and regulatory requirements. Employees working for the Company in the U.S. are fully vested after
completing five years of eligible employment. Employees earn the right to receive a benefit upon retirement at
the normal retirement age of 65 or upon early retirement (age 55 or older with five years of service).
Transocean 2020 P-103 Proxy Statement
EXECUTIVE COMPENSATION
Furthermore, employees earn the right to receive a benefit if they are active employees and age 65 or older
(with five years of service).
The elements of compensation included in computing the retirement benefit are basic salary and annual
performance bonuses earned prior to January 1, 2015. Retirement benefits are calculated as (i) the sum of 1%
of the employee’s compensation for each calendar year (or partial year) of employment, divided by (ii) twelve.
Certain assumptions and calculation methods were used to determine the values of the pension benefits
disclosed in the “Pension Benefits for 2019” table above. In particular, monthly accrued pension benefits,
payable at age 65, were determined as of December 31, 2019. The present value of these benefits was
calculated based on assumptions used in the Company’s financial statements for 2019.
Transocean Pension Equalization Plan
The Pension Equalization Plan (“PEP”) is a nonqualified, unfunded, noncontributory pension plan that was
frozen effective December 31, 2014. Mr. Adamson is the only Named Executive Officer with a frozen benefit in
the PEP.
Certain employees are eligible to receive a benefit under the PEP if the level of their compensation prior to
January 1, 2015, would otherwise cause them to exceed the Internal Revenue Code compensation limitations
imposed on the Transocean U.S. Retirement Plan. The purpose of the PEP is to provide supplemental post-
retirement income in recognition of service to the Company. Benefits are payable upon a participant’s
termination of employment, or six months after termination in the case of certain officers.
The plan recognizes the same forms of compensation and the same formula used to calculate the plan benefit
as the Transocean U.S. Retirement Plan however, earnings are not limited to the pay cap under the Internal
Revenue Code Section 401(a)(17) (U.S. $260,000 in 2014 when the PEP was frozen). Benefits are not earned
until the individual has five years of credited service with the Company.
Certain assumptions and calculation methods were used to determine the values of the pension benefits
disclosed in the “Pension Benefits for 2019” table above. In particular, monthly accrued pension benefits,
payable at age 65, were determined as of December 31, 2019. The present value of these benefits was
calculated based on assumptions used in the Company’s financial statements for 2019.
Transocean 2020 P-104 Proxy Statement
EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change of Control
The following table summarizes the treatment of outstanding awards as provided in the terms and conditions
of each award.
EVENT
CONSEQUENCES
Voluntary not-for-cause termination
Involuntary not-for-cause termination or
Retirement
Restricted Share Units, Performance Share Units and Stock
Options – executive’s right to unvested portion of award
terminates immediately; vested and outstanding stock
options will remain exercisable for 60 days following
termination (or until option expiration, if sooner)
Restricted Share Units – prorated portion of award vests
Performance Share Units – prorated portion of award vests
based on actual performance after the performance period
ends
Stock Options – unvested portion of award terminates
immediately; vested and outstanding will remain exercisable
for one year following termination (or until option expiration,
if sooner)
Termination due to Death or Disability
Restricted Share Units – award vests
Involuntary termination not-for-cause after a
Change of Control
Performance Share Units – prorated portion of award vests
based on actual performance after the performance period
ends
Stock Options – award vests and all vested and outstanding
will remain exercisable for one year following termination (or
until option expiration, if sooner)
Restricted Share Units – award vests
Performance Share Units – award vests based on target
performance
Stock Options – awards vests and all vested and
outstanding will remain exercisable for one year following
termination (or until option expiration, if sooner)
The following table sets forth certain information with respect to compensation that would be payable to the
Named Executive Officers, as of December 31, 2019, upon a variety of termination scenarios.
Transocean 2020 P-105 Proxy Statement
EXECUTIVE COMPENSATION
As of December 31, 2019, the Named Executive Officers of the Company were eligible for the Executive
Severance Benefit Policy. However, members of the Executive Management Team are further subject to the
full limitations of the Minder Ordinance regarding severance.
NAME
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
Howard E. Davis
Brady K. Long
CASH
NON-EQUITY
INCENTIVE
SEVERANCE
PAYMENT(2) COMPENSATION(3)
OPTION
STOCK AWARDS(4) AWARDS(5)
RETIREMENT
PLAN
BENEFIT(6)
($)
TOTAL
($)
TRIGGERING EVENT(1)
Voluntary Not-for-Cause
Involuntary Not-for-Cause
Retirement
Death (7)
Disability(7)
Change of Control
Voluntary Not-for-Cause
Involuntary Not-for-Cause
Retirement
Death (7)
Disability(7)
Change of Control
Voluntary Not-for-Cause
Involuntary Not-for-Cause
Retirement
Death (7)
Disability(7)
Change of Control
Voluntary Not-for-Cause
Involuntary Not-for-Cause
Retirement
Death (7)
Disability(7)
Change of Control
Voluntary Not-for-Cause
Involuntary Not-for-Cause
Retirement
Death (7)
Disability(7)
Change of Control
($)
―
―
―
―
―
―
―
―
―
―
―
―
―
―
―
―
―
―
―
577,500
―
―
―
577,500
―
577,500
―
―
―
577,500
($)
―
($)
―
1,775,000
2,672,607
1,775,000
2,672,607
1,775,000
3,953,990
1,775,000
3,953,990
1,775,000
4,547,439
―
917,320
917,320
917,320
917,320
917,320
―
639,000
639,000
639,000
639,000
639,000
―
585,750
585,750
585,750
585,750
585,750
―
585,750
585,750
585,750
585,750
585,750
―
1,042,194
1,042,194
1,537,097
1,537,097
1,765,999
―
584,599
584,599
894,708
894,708
1,016,451
―
829,894
829,894
1,223,984
1,223,984
1,406,258
―
771,998
771,998
1,138,595
1,138,595
1,308,151
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
806,123
806,123
806,123
5,253,730
806,123
5,253,730
806,123
6,535,113
806,123
6,535,113
806,123
7,128,562
450,331
450,331
450,331
2,409,845
450,331
2,409,845
450,331
2,904,748
450,331
2,904,748
450,331
3,133,650
722,944
722,944
722,944
1,946,543
722,944
1,946,543
538,015
2,071,723
722,944
2,256,652
722,944
2,378,395
248,602
248,602
248,602
2,241,746
248,602
1,664,246
248,602
2,058,336
248,602
2,058,336
248,602
2,818,110
203,700
203,700
203,700
2,138,948
203,700
1,561,448
203,700
1,928,045
203,700
1,928,045
203,700
2,675,101
(1) Amounts in the table represent obligations of the Company under agreements currently in place and valued as of December 31, 2019.
Agreements do not provide for any single-trigger payments upon a change of control.
(2) Amounts payable under the terms of the Executive Severance Benefit Policy. This includes a lump sum payment equal to 52 weeks
of base salary as well as outplacement services (not to exceed 5% of the base salary) for Messrs. Davis and Long.
(3) Amounts payable for the 2019 annual cash bonus earned (these amounts are also reflected in the “Summary Compensation Table”).
(4) Represents the value of restricted share units and performance share units that would vest upon the triggering event, based on U.S.
$6.88, the closing stock price on the last trading day of 2019.
(5) Represents the (“in-the-money”) value of vested and unvested stock options.
(6) Represents the present value of PEP and Savings Restoration Plan benefits which would have been payable as of December 31,
2019.
(7) In addition to the benefits listed in the preceding table, payments will also be made under the Company’s life and disability insurance
plans, a benefit that is generally available to all employees.
Transocean 2020 P-106 Proxy Statement
EXECUTIVE COMPENSATION
CEO Pay Ratio
Pursuant to the Securities Exchange Act of 1934, as amended, the Company is required to disclose in this
proxy statement the ratio of the total annual compensation of our CEO to the total annual compensation of our
median employee.
Based on SEC rules for this disclosure and applying the methodology described below, the Company
determined that our CEO’s total compensation in U.S. dollars for 2019 was $9,936,952, and the 2019 total
compensation of the median employee in U.S. dollars was $129,485. Accordingly, for 2019, the Company
estimates the ratio of our CEO’s total compensation to the median total compensation of all employees to be
77 to 1.
Due to changes in our employee population and compensation arrangements, we are not using the same
median employee as prior year. In determining the applicable median salary, we first excluded 243 of our non-
U.S. employees located in Angola, Greece, Hungary, Nigeria, the Kingdom of Saudi Arabia, Spain, and
Thailand representing 4.1% of our workforce, a de minimis number of non-US employees as allowed under the
SEC rules. Next, for all other non-U.S. employees paid in local non-U.S. currency, salaries were denominated
in U.S. dollars by applying applicable currency exchange rates in place on December 31, 2019. This currency
exchange was necessary for comparison to our CEO pay which is denominated in U.S. dollars. We then
identified the median employee based on a tabulation of annualized base salary for all included employees on
December 31, 2019, the last day of our fiscal year.
Once the median employee was identified as described above, the total annual compensation for 2019 for that
employee was determined using the same rules that apply to reporting NEO compensation in the Total column
of the “Summary Compensation Table”.
Transocean 2020 P-107 Proxy Statement
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information concerning securities authorized for issuance under our equity
compensation plans as of December 31, 2019.
NUMBER OF
SECURITIES TO BE
ISSUED UPON
EXERCISE OF
OUTSTANDING
OPTIONS,
WARRANTS AND
RIGHTS
(A)
4,864,425
—
4,864,425
WEIGHTED - AVERAGE
EXERCISE PRICE
OF OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
(B) (U.S.$)
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR
FUTURE ISSUANCE
UNDER
EQUITY COMPENSATION
PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN
(A)) (C)
14.48
—
14.48
14,893,577
—
14,893,577
PLAN CATEGORY
Equity compensation plans approved
by security holders(1)
Equity compensation plans not
approved by security holders
Total
(1) We may also grant restricted share units and other forms of share-based awards under our long-term incentive plans previously
approved by our shareholders. At December 31, 2019, we had 7,467,259 shares available for future issuance pursuant to grants
of restricted share units.
Transocean 2020 P-108 Proxy Statement
OTHER MATTERS
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board of Directors during 2019 were Tan Ek Kia, Chair,
Vincent J. Intrieri, Samuel J. Merksamer (as of November 2019) and Frederico F. Curado (until
November 2019). There are no matters relating to interlocks or insider participation that we are required to
report.
Householding
The SEC permits us, under certain circumstances, to send a single set of the Notice, proxy materials, and
annual reports to any household at which two or more shareholders reside if they appear to be members of the
same family. This procedure, referred to as householding, reduces the volume of duplicate information
shareholders receive and reduces mailing and printing expenses.
In order to take advantage of this opportunity, we have delivered only one copy of the Notice or, if you previously
requested to receive paper proxy materials by mail, one proxy statement and annual report to shareholders
who share an address (unless we received contrary instructions from one or more of the affected shareholders
prior to the mailing date). However, if any such shareholder residing at such an address wishes to receive a
separate copy of any of these documents either now or in the future, or if any such shareholder who elected to
continue to receive separate copies wishes to receive a single copy in the future, that shareholder should send
a request in writing to Investor Relations at our offices in the United States, at 1414 Enclave Parkway, Houston,
Texas 77077 or by calling +1 (713) 232 - 7500. We will deliver, promptly upon written or oral request to Investor
Relations, a separate copy of the Notice, proxy materials or annual report, as applicable, to a shareholder at a
shared address to which a single copy of the documents was delivered.
A number of brokerage firms have instituted householding. If your family or others with a shared address have
one or more “street name” accounts under which you beneficially own shares, you may have received
householding information from your broker/dealer, financial institution or other nominee in the past. Please
contact the holder of record directly if you have questions, require additional copies of the proxy materials or
wish to revoke your decision to household and thereby receive multiple copies.
Proposals of Shareholders
Shareholder Proposals in the Proxy Statement. Rule 14a - 8 under the Exchange Act addresses when a
company must include a shareholder’s proposal in its proxy statement and identify the proposal in its form of
proxy when the company holds an annual or special meeting of shareholders. Under Rule 14a - 8, in order for
your proposals to be considered for inclusion in the proxy statement and proxy card relating to our 2021 Annual
General Meeting, your proposals must be received at our principal executive offices c/o Transocean Ltd.,
Turmstrasse 30, 6312 Steinhausen, Switzerland by no later than 5:00 p.m. Swiss time on November 30, 2020.
However, if the date of the 2021 Annual General Meeting changes by more than 30 days from the anniversary
of the 2020 Annual General Meeting, the deadline is a reasonable time before we begin to print and mail our
proxy materials. We will notify you of this deadline in a Quarterly Report on Form 10 - Q, in a Current Report on
Form 8 - K or in another communication to you. Shareholder proposals must also be otherwise eligible for
inclusion.
Transocean 2020 P-109 Proxy Statement
OTHER MATTERS
Shareholder Proposals and Nominations for Directors to be Presented at Meetings. If you desire to bring a
matter before an annual general meeting and the proposal is submitted outside the process of Rule 14a - 8, you
must follow the procedures set forth in our Articles of Association. Our Articles of Association provide generally
that, if you desire to propose any business at an annual general meeting (including the nomination of any
director), you must give us written notice at least 30 calendar days prior to the anniversary date of the proxy
statement in connection with Transocean’s last annual general meeting; provided, however, that if the date of
the annual general meeting is 30 calendar days before or after the anniversary date of the last annual general
meeting, such request must instead be made by the tenth day following the date on which we have made public
disclosure of the date of the annual general meeting. The deadline under our Articles of Association for
submitting proposals will be 5:00 p.m. Swiss time on February 28, 2021, for the 2021 annual meeting unless it
is more than 30 calendar days before or after May 7, 2021.
In order for the notice to be considered timely under Rule 14a - 4(c) of the Exchange Act, proposals must be
received no later than 5:00 p.m. Swiss time on February 13, 2021. The request must specify the relevant
agenda items and motions, together with evidence of the required shareholdings recorded in the share register,
as well as any other information required to be included in a proxy statement pursuant to the rules of the SEC.
If you desire to nominate directors to be presented at an annual general meeting, you must give us written
notice within the time period described in the preceding paragraph. If you desire to nominate directors to be
presented at an extraordinary general meeting at which the Board of Directors has determined that directors
will be elected, you must give us written notice by the close of business on the tenth day following our public
disclosure of the meeting date. Notice for the nomination of directors at any general meeting must set forth:
Your name and address and the name and address of the person or persons to be nominated;
A representation that you are a holder of record of our shares entitled to vote at the meeting or, if the
record date for the meeting is subsequent to the date required for that shareholder notice, a
representation that you are a holder of record at the time of the notice and intend to be a holder of
record on the date of the meeting and; in either case, setting forth the class and number of shares so
held, including shares held beneficially;
A representation that you intend to appear in person (if permitted) or by proxy as a holder of record at
the meeting to nominate the person or persons specified in the notice;
A description of all arrangements or understandings between you and each nominee you propose and
any other person or persons under which the nomination or nominations are to be made by you;
Any other information regarding each nominee you propose that would be required to be included in a
proxy statement filed pursuant to the proxy rules of the SEC; and
The consent of each nominee to serve as a director if so elected.
The Board of Directors may refuse to transact any business you propose or to acknowledge your nomination
of any person if you fail to comply with the foregoing procedures. You may obtain a copy of our Articles of
Association and Organizational Regulations, in which these procedures are set forth, upon written request to
our Corporate Secretary, Transocean Ltd., Turmstrasse 30, 6312 Steinhausen, Switzerland.
Cost of Solicitation
The accompanying proxy is being solicited on behalf of the Board of Directors. The expenses of preparing,
printing and mailing the proxy and the materials used in the solicitation will be borne by us. We have retained
Georgeson LLC for a fee of U.S. $20,000, plus expenses, to aid in the solicitation of proxies. Proxies may be
solicited by personal interview, mail, telephone, facsimile, internet or other means of electronic distribution by
our directors, officers and employees, who will not receive additional compensation for those services.
Arrangements also may be made with brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation materials to the beneficial owners of shares held by those persons, and we will
Transocean 2020 P-110 Proxy Statement
OTHER MATTERS
reimburse them for reasonable expenses incurred by them in connection with the forwarding of solicitation
materials.
Delinquent Section 16(a) Reports
Federal securities laws require the Company’s Executive Officers and directors, and persons who own more
than ten percent of the Company’s shares, to file initial reports of ownership and reports of changes in
ownership of the Company’s equity securities with the SEC. Based solely on a review of such reports furnished
to the Company and written representations that no report on Form 5 was required for 2019, the Company
believes that no director, officer or beneficial owner of more than ten percent of the Company’s shares failed to
file a report on a timely basis other than a Form 4 that was filed on behalf of Mr. Edward R. Muller, a member
of the Company’s Board of Directors, on March 11, 2020.
Forward - Looking Statements
The statements included in this proxy statement, including in the letter to shareholders and in the section entitled
“Compensation Discussion and Analysis—Executive Summary—2019 Business Overview,” regarding future
financial performance, results of operations, liquidity, stacking of assets and the market and other statements
that are not historical facts are forward - looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Exchange Act. Forward - looking statements are subject to numerous risks,
uncertainties and assumptions, including, but not limited to, the future prices of oil and gas, operating hazards
and delays, actions by customers and other third parties, conditions in the drilling industry and in the capital
markets and those described under “Item 1A. Risk Factors” in the 2019 Annual Report and in our other filings
with the SEC. Should one or more of these risks or uncertainties materialize (or the other consequences of
such a development worsen), or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated or expressed or implied by such forward - looking statements. All subsequent
written and oral forward - looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on
forward - looking statements. Each forward - looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any forward - looking statements, except
as required by law.
Transocean 2020 P-111 Proxy Statement
APPENDIX A
TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED
MARGINS
(in millions, except percentages)
Contract Drilling Revenues
Contract intangible amortization
Adjusted Contract Drilling Revenues
Net loss
Interest expense, net of interest income
Income tax expense
Depreciation and amortization
Contract intangible amortization
EBITDA
Acquisition and restructuring costs
Loss on impairment of assets
Loss on disposal of assets, net
Gain on bargain purchase
Loss on retirement of debt
Gain on termination of construction contracts
Adjusted EBITDA
EBITDA margin
Adjusted EBITDA margin
$
$
$
$
YEAR ENDED
12/31/19
3,088
187
3,275
(1,257)
617
59
855
187
461
6
609
5
(11)
41
(132)
979
14 %
30 %
Transocean 2020 Appendix A-1 Proxy Statement
APPENDIX B
TRANSOCEAN LTD.
2015 LONG-TERM INCENTIVE PLAN
(as amended and restated effective _________, 2020)
Plan. Transocean Ltd., a Swiss corporation (the “Company”), established this
Transocean Ltd. 2015 Long-Term Incentive Plan (this “Plan”), effective as of May 15, 2015 (the “Effective
Date”) and as amended and restated effective _______, 2020.
1.
2.
Objectives. This Plan is designed to attract and retain employees of the Company
and its Subsidiaries, to attract and retain qualified non-employee directors of the Company, to encourage the
sense of proprietorship of such employees and directors and to stimulate the active interest of such persons
in the development and financial success of the Company and its Subsidiaries. These objectives are to be
accomplished by making Awards under this Plan and thereby providing Participants with a proprietary interest
in the growth and performance of the Company and its Subsidiaries.
respective meanings:
3.
Definitions. As used herein, the terms set forth below shall have the following
“Award” means the grant of any Option, Share Appreciation Right, Share-Based Award or Cash
Award, any of which may be structured as a Performance Award, whether granted singly, in
combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations
as the Committee may establish in accordance with the objectives of this Plan.
“Award Agreement” means the document (in written or electronic form) communicating the terms,
conditions and limitations applicable to an Award. The Committee may, in its discretion, require that
the Participant execute such Award Agreement or may provide for procedures through which Award
Agreements are made effective without execution.
“Board” means the Board of Directors of the Company.
“Cash Award” means an Award denominated in cash.
“Change of Control” means:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x) the then
outstanding shares of the Company (the “Outstanding Company Shares”) or (y) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this subsection (i), the following acquisitions shall not constitute a Change
of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation or other entity controlled by the Company or (4) any
acquisition by any corporation or other entity pursuant to a transaction which complies with
clauses (x) and (y) of subsection (iii) of this definition; or
(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that for
purposes of this definition any individual becoming a director subsequent to the Effective Date
whose election, or nomination for election by the Company’s shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but excluding,
Transocean 2020 Appendix B-1 Proxy Statement
APPENDIX B
for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than
the Board; or
(iii) Consummation of a scheme of arrangement, reorganization, merger, demerger,
conversion or consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a “Business Combination”), in each case, unless, following such Business
Combination, (x) all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares or shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation or other entity
resulting from such Business Combination (including, without limitation, a corporation or other
entity which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business Combination of the
Outstanding Company Shares and Outstanding Company Voting Securities, as the case may
be, and (y) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time
of the action of the Board providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation Committee of the Board, and any successor committee
thereto or such other committee of the Board as may be designated by the Board to administer this
Plan in whole or in part including any subcommittee of the Board as designated by the Board.
“Company” means Transocean Ltd., a Swiss corporation, or any successor thereto.
“Director” means an individual serving as a member of the Board who is not an Employee.
“Director Award” means the grant of any Award (other than an Option, SAR or Cash Award) to a
Participant who is a Director pursuant to such applicable terms, conditions, and limitations established
by the Board.
“Dividend Equivalents” means, in the case of Restricted Share Units or Performance Units settled
in Shares, an amount equal to all dividends and other distributions (or the economic equivalent thereof)
that are payable to shareholders of record during the Restriction Period or performance period, as
applicable, on a like number of Shares that are subject to the Award. Dividend Equivalents may be
payable in cash or in any form determined by the Committee in its absolute discretion.
“Employee” means an employee of the Company or any of its Subsidiaries.
“Employee Award” means the grant of any Award, whether granted singly, in combination, or in
tandem, to an Employee pursuant to such applicable terms, conditions, and limitations established by
the Committee.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Exercise Price” means the price at which a Participant may exercise an Option or SAR.
“Fair Market Value” means, as of any day, the closing price of the Shares on such day (or on the
next preceding business day, if such day is not a business day or if no trading occurred on such day)
as reported on the New York Stock Exchange or on such other securities exchange or reporting system
as may be designated by the Committee. In the event that the price of a Share shall not be so reported,
the Fair Market Value of a Share shall be determined by the Committee in its absolute discretion.
Transocean 2020 Appendix B-2 Proxy Statement
APPENDIX B
“Grant Date” means the date an Award is granted to a Participant pursuant to this Plan.
“Incentive Stock Option” means an Option that is intended to comply with the requirements set forth
in Code Section 422.
“Nonqualified Stock Option” means an Option that is not intended to comply with the requirements
set forth in Code Section 422.
“Option” means a right to purchase a specified number of Shares at a specified Exercise Price,
which is either an Incentive Stock Option or a Nonqualified Stock Option.
“Participant” means an Employee or Director to whom an Award has been made under this Plan.
“Performance Award” means an Award made pursuant to this Plan to a Participant which is subject
to the attainment of one or more Performance Objectives.
“Performance Objective” means one or more standards established by the Committee to determine
in whole or in part whether a Performance Award shall be earned.
“Performance Unit” means a unit evidencing the right to receive in specified circumstances one
Share or equivalent value in cash, determined as a function of the extent to which established
performance criteria have been satisfied.
“Performance Unit Award” means an Award in the form of Performance Units.
“Prior Plan” means the Long-Term Incentive Plan of Transocean Ltd., as amended and restated as
of February 12, 2009.
“Restricted Share Award” means an Award in the form of Restricted Shares.
“Restricted Shares” means a Share that is restricted or subject to forfeiture provisions.
“Restricted Share Unit” means a unit evidencing the right to receive in specified circumstances one
Share or equivalent value in cash that is restricted or subject to forfeiture provisions.
“Restricted Share Unit Award” means an Award in the form of Restricted Share Units.
“Restriction Period” means a period of time beginning as of the date upon which a Restricted Share
Award or Restricted Share Unit Award is made pursuant to this Plan and ending as of the date upon
which such Award is no longer restricted or subject to forfeiture provisions.
“Share Appreciation Right” or “SAR” means a right to receive a payment, in cash or Shares, equal
to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised
over a specified Exercise Price.
“Share-Based Award” means an Award in the form of Shares, including a Restricted Share Award,
a Restricted Share Unit Award or Performance Unit Award that may be settled in Shares, and excluding
Options and SARs.
“Share-Based Award Limitations” has the meaning set forth in Paragraph 5(f)(ii).
“Shares” means the registered shares, par value 0.10 Swiss francs per share, of the Company.
“Subsidiary” means any entity, including partnerships and joint ventures, in which the Company
has a significant ownership interest, as determined by the Committee.
4.
Eligibility. All Employees are eligible for Employee Awards under this Plan. All
Directors are eligible for Director Awards under this Plan. The Committee (or the Board, in the case of Director
Awards) shall determine the type or types of Awards to be made under this Plan and shall designate from
time to time the Employees or Directors who are to be granted Awards under this Plan.
5.
Shares Available for Awards; Award Limitations.
Shares Initially Available for Awards. Subject to the provisions of Paragraph 15
hereof, there shall be available for Awards under this Plan granted wholly or partly in Shares
(a)
Transocean 2020 Appendix B-3 Proxy Statement
APPENDIX B
(including rights or Options that may be exercised for or settled in Shares) an aggregate of
61,500,000 Shares plus the 1,212,966 Shares remaining available for awards under the Prior Plan
as of the Effective Date, all of which shall be available for Incentive Stock Options. Each Share issued
pursuant to an award of Restricted Shares or Restricted Share Units (including those designated as
Performance Awards) granted on or after the Effective Date shall reduce the Available Shares by
1.68.
(b)
Shares Again Available for Awards. If an Award expires or is terminated, cancelled
or forfeited, the Shares associated with the expired, terminated, cancelled or forfeited Award shall
again be available for Awards under this Plan. Notwithstanding the foregoing, the following Shares
shall not become available for Awards under this Plan: (i) Shares tendered by an Participant or
withheld by the Company for payment of an Exercise Price, (ii) Shares tendered by a Participant or
withheld by the Company to satisfy the Company’s tax withholding obligation in connection with an
Award, (iii) Shares reacquired in the open market or otherwise using cash proceeds from the exercise
of Options, and (iv) Shares that are not issued to a Participant due to a net settlement of an Award.
For purposes of clarity, SARs and Options shall be counted in full against the Shares available for
issuance under this Plan, regardless of the number of Shares issued upon settlement of the SARs
and Options.
(c)
Prior Plan. Shares represented by awards granted under the Prior Plan that are
forfeited, expired or canceled without delivery of Shares shall again become available for Awards
under this Plan, with each such Share that relates to (i) awards of Options or SARs granted at any
time or awards of Restricted Shares, Restricted Share Units, or Performance Units granted prior to
May 15, 2009, increasing the Shares available for Awards under this Plan by 1.00 Share and (ii)
awards of Restricted Shares, Restricted Share Units, or Performance Units granted between May 15,
2009 and the Effective Date, increasing the Shares available for Awards under this Plan by 1.68
Shares.
(d)
Substitute Awards. The foregoing notwithstanding, subject to applicable securities
exchange listing requirements, the number Shares available for Awards shall not be reduced by (x)
Shares issued under Awards granted in assumption, substitution or exchange for previously granted
awards of a company acquired by the Company and (y) available shares under a shareholder
approved plan of an acquired company (as appropriately adjusted to reflect the transaction) and such
shares shall be available for Awards under this Plan.
(e)
Authority. The Board and the appropriate officers of the Company shall from time to
time take whatever actions are necessary to file any required documents with governmental
authorities, stock exchanges and transaction reporting systems to ensure that Shares are available
for issuance pursuant to Awards.
(f)
Award Limitations. Notwithstanding anything to the contrary contained in this Plan,
the following limitations shall apply to any Awards made hereunder:
(i)
No Employee may be granted during any calendar year Awards consisting
of Options or SARs that are exercisable for more than 600,000 Shares;
(ii)
No Employee may be granted during any calendar year Awards that are
Share-Based Awards covering or relating to more than 600,000 Shares (the limitation set
forth in this clause (ii), together with the limitation set forth in clause (i) above, being
hereinafter collectively referred to as the “Share-Based Award Limitations”);
(iii)
No Employee may be granted during any calendar year Awards that may be
settled solely in cash having a value determined on the Grant Date in excess of $5,000,000;
and
Transocean 2020 Appendix B-4 Proxy Statement
APPENDIX B
(iv)
No Director may be granted during any calendar year Director Awards
having a value determined on the Grant Date in excess of $1,000,000.
Shares delivered by the Company in settlement of Awards may be authorized and unissued
Shares (Shares issued out of the Company’s authorized or conditional share capital), Shares held in
the treasury of the Company, Shares purchased on the open market or by private purchase or any
combination of the foregoing.
6.
Administration.
(a)
Authority of the Committee. Except as otherwise provided in this Plan with respect
to actions or determinations by the Board, this Plan shall be administered by the Committee;
provided, however, that (i) any and all members of the Committee shall satisfy any independence
requirements prescribed by any stock exchange on which the Company lists its Shares; and (ii)
Awards may be granted to individuals who are subject to Section 16(b) of the Exchange Act only if
the Committee is composed solely of two or more “Non-Employee Directors” as defined in Securities
and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule,
regulation or statute fulfilling the same or similar function). Subject to the provisions hereof, the
Committee shall have full and exclusive power and authority to administer this Plan and to take all
actions that are specifically contemplated hereby or are necessary or appropriate in connection with
the administration hereof. The Committee shall also have full and exclusive power to interpret this
Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem
necessary or proper, all of which powers shall be exercised in the best interests of the Company and
in keeping with the objectives of this Plan. Subject to Paragraph 6(c) hereof, the Committee may, in
its discretion, (x) provide for the extension of the exercisability of an Award, or (y) in the event of
death, disability, retirement, Change of Control or any other reason, accelerate the vesting or
exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award,
waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an
Award in any manner that is, in either case, (i) not materially adverse to the Participant to whom such
Award was granted, (ii) consented to by such Participant or (iii) authorized by Paragraph 15(c) hereof;
provided, however, that except as expressly provided in Paragraph 8(b) or 8(c) hereof, no such action
shall permit the term of any Option or SAR to be greater than 10 years from its Grant Date. The
Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan
or in any Award Agreement in the manner and to the extent the Committee deems necessary or
desirable to further this Plan’s purposes. Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive
and binding on all parties concerned. The Board shall have the same powers as the Committee with
respect to Director Awards.
(b)
Indemnity. No member of the Board or the Chief Executive Officer of the Company
to whom the Committee has delegated authority in accordance with the provisions of Paragraph 7 of
this Plan shall be liable for anything done or omitted to be done by such person, by any member of
the Board or the Committee or by any officer of the Company in connection with the performance of
any duties under this Plan, except for his own willful misconduct or as expressly provided by statute.
(c)
Prohibition on Repricing of Awards. Except for adjustments made pursuant to
Paragraph 15, in no event will the Committee, without first obtaining approval by the majority of the
shareholders of the Company, (i) decrease the Exercise Price of an Option or SAR after the Grant
Date; (ii) accept for surrender to the Company any outstanding Option or SAR granted under this
Plan as consideration for the grant of a new Option or SAR with a lower Exercise Price or for the
grant of any other Award; (iii) repurchase from Participants whether for cash or any other
consideration any outstanding Options or SARs that have an Exercise Price per share higher than
the then current Fair Market Value of a Share; or (iv) grant any Option or SAR that contains a so-
called “reload” feature under which additional Options, SARs or other Awards are granted
automatically to the Participant upon exercise of the original Option or SAR.
Transocean 2020 Appendix B-5 Proxy Statement
APPENDIX B
(d)
Minimum Vesting or Restriction Period. Subject to Paragraph 6(a) hereof, all
Awards shall have a minimum vesting period or Restriction Period, as applicable, of one year from
the Grant Date; provided, however, that Awards with respect to up to five percent (5%) of the Shares
available for Awards pursuant to this Plan (subject to adjustment as provided in Paragraph 15) may
be issued pursuant to Awards without regard to the limitations of this Paragraph 6(d).
7.
Delegation of Authority. The Committee may delegate any of its authority to grant
Awards to Employees who are not subject to Section 16(b) of the Exchange Act subject to Paragraph 6(a)
above, to the Board or the Chief Executive Officer of the Company, provided such delegation is made in
writing and specifically sets forth such delegated authority. The Committee and the Board, as applicable, may
engage or authorize the engagement of a third party administrator to carry out administrative functions under
this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable law.
8.
Employee Awards.
(a)
Award Provisions. The Committee shall determine the type or types of Employee
Awards to be made under this Plan and shall designate from time to time the Employees who are to
be the recipients of such Awards. Each Employee Award shall be embodied in an Award Agreement,
which shall contain such terms, conditions and limitations as shall be determined by the Committee,
in its sole discretion, and, if required by the Committee, shall be signed by the Participant to whom
the Award is granted and by the Company. Awards may consist of those listed in this Paragraph 8
and may be granted singly, in combination or in tandem. Awards may also be made in combination
or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other
plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. All or part
of an Award may be subject to conditions established by the Committee. Upon the termination of
employment by a Participant who is an Employee, any unexercised, unvested or unpaid Awards shall
be treated as set forth in the applicable Award Agreement or in any other written agreement the
Company has entered into with the Participant.
(b)
Options. An Employee Award may be in the form of an Option. An Option awarded
pursuant to this Plan may consist of either an Incentive Stock Option or a Nonqualified Stock Option.
The Exercise Price of an Option shall be not less than the Fair Market Value of the Shares on the
Grant Date, subject to adjustment as provided in Paragraph 15 hereof. The term of an Option shall
not exceed 10 years from the Grant Date. Subject to the foregoing provisions, the terms, conditions
and limitations applicable to any Option, including, but not limited to, the term of any Option and the
date or dates upon which the Option becomes vested and exercisable, shall be determined by the
Committee.
(c)
Share Appreciation Rights. An Employee Award may be in the form of an SAR.
The Exercise Price for an SAR shall not be less than the Fair Market Value of the Shares on the
Grant Date, subject to adjustment as provided in Paragraph 15 hereof. The holder of a tandem SAR
may elect to exercise either the Option or the SAR, but not both. The exercise period for an SAR
shall extend no more than 10 years after the Grant Date. Subject to the foregoing provisions, the
terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any
SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be
determined by the Committee.
(d)
Restricted Share Awards. An Employee Award may be in the form of a Restricted
Share Award. The terms, conditions and limitations applicable to any Restricted Share Award,
including, but not limited to, the Restriction Period, shall be determined by the Committee.
(e)
Restricted Share Unit Awards. An Employee Award may be in the form of a
Restricted Share Unit Award. The terms, conditions and limitations applicable to a Restricted Share
Unit Award, including, but not limited to, the Restriction Period, shall be determined by the
Transocean 2020 Appendix B-6 Proxy Statement
APPENDIX B
Committee. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle
Restricted Share Units in the form of cash or in Shares (or in a combination thereof) equal to the
value of the vested Restricted Share Units.
(f)
Performance Unit Awards. An Employee Award may be in the form of a
Performance Unit Award. Subject to the terms of this Plan, after the applicable performance period
has ended, the Participant shall be entitled to receive settlement of the value and number of
Performance Units earned by the Participant over the performance period, as determined based on
the extent to which the corresponding performance objectives have been achieved. Settlement of
earned Performance Units shall be as determined by the Committee and as evidenced in an Award
Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle earned
Performance Units in the form of cash or in Shares (or in a combination thereof) equal to the value
of the earned Performance Units as soon as practicable after the end of the performance period and
following the Committee’s determination of actual performance against the performance measures
and related goals established by the Committee.
(g)
Cash Awards. An Employee Award may be in the form of a Cash Award. The terms,
conditions and limitations applicable to a Cash Award, including, but not limited to, vesting or other
restrictions, shall be determined by the Committee.
(h)
Performance Awards. Without limiting the type or number of Awards that may be
made under the other provisions of this Plan, an Employee Award may be in the form of a
Performance Award. The terms, conditions and limitations applicable to an Award that is a
Performance Award shall be determined by the Committee. The Committee shall set Performance
Objectives in its discretion which, depending on the extent to which they are met, will determine the
value and/or amount of Performance Awards that will be paid out to the Participant and/or the portion
of an Award that may be exercised. One or more Performance Objectives may apply to the Employee,
one or more business units, divisions or sectors of the Company, or the Company as a whole, and if
so desired by the Committee, by comparison with a peer group of companies. A Performance
Objective shall include one or more of the following: (1) increased revenue; (2) net income measures
(including but not limited to income after capital costs and income before or after taxes); (3) Share
price measures (including but not limited to growth measures and total shareholder return); price per
Share; market share; earnings per Share (actual or targeted growth); (4) earnings before interest,
taxes, depreciation, and amortization (“EBITDA”); (5) economic value added (or an equivalent
metric); (6) market value added; (7) debt to equity ratio; (8) cash flow measures (including but not
limited to cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash
flow before financing activities cash flow value added, cash flow return on market capitalization); (9)
return measures (including but not limited to return on equity, return on average assets, return on
capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); (10)
operating measures (including operating income, funds from operations, cash from operations, after-
tax operating income; sales volumes, production volumes and production efficiency); (11) expense
measures (including but not limited to overhead cost and general and administrative expense cost
control and project management); (12) margins; (13) shareholder value; (14) total shareholder return;
(15) proceeds from dispositions; (16) total market value and corporate values measures (including
ethics compliance, environmental, human resources development and safety); and (17) any other
measure determined by the Committee. Unless otherwise stated, such a Performance Objective
need not be based upon an increase or positive result under a particular business criterion and could
include, for example, maintaining the status quo or limiting economic losses (measured, in each case,
by reference to specific business criteria).
9.
Director Awards. The Board has the sole authority to grant Director Awards from
time to time in accordance with this Paragraph 9. Director Awards may consist of the forms of Award
described in Paragraph 8, with the exception of Options, SARs, Performance Awards and Cash Awards,
and shall be granted subject to such terms and conditions as specified in Paragraph 8. Each Director Award
Transocean 2020 Appendix B-7 Proxy Statement
APPENDIX B
may, in the discretion of the Board, be embodied in an Award Agreement, which shall contain such terms,
conditions, and limitations as shall be determined by the Board, in its sole discretion.
10.
Award Payment; Dividends and Dividend Equivalents.
(a)
General. Payment of Awards may be made in the form of cash or Shares, or a
combination thereof, and may include such restrictions as the Committee (or the Board, in the case
of Director Awards) shall determine, including, but not limited to, in the case of Shares, restrictions
on transfer and forfeiture provisions. For a Restricted Share Award, the certificates evidencing the
shares of such Restricted Shares (to the extent that such shares are so evidenced) shall contain
appropriate legends and restrictions that describe the terms and conditions of the restrictions
applicable thereto. For a Restricted Share Unit Award that may be settled in Shares, the Shares that
may be issued at the end of the Restriction Period shall be evidenced by book entry registration or
in such other manner as the Committee may determine.
(b)
Dividends and Dividend Equivalents. Rights to (i) dividends will be extended to and
made part of any Restricted Share Award and (ii) Dividend Equivalents may be extended to and
made part of any Restricted Share Unit Award and Performance Unit Award, subject in each case to
such terms, conditions and restrictions as the Committee may establish; provided, however, that no
such Dividend Equivalents shall be paid with respect to unvested Restricted Share Unit Awards or
Performance Unit Awards. Dividend Equivalents with respect to unvested Restricted Share Unit
Awards or Performance Unit Awards may, in the discretion of the Committee, be accumulated and
paid to the Participant at the time that such Restricted Share Unit Award or Performance Unit Award
vests. Dividends and/or Dividend Equivalents shall not be made part of any Options or SARs.
11.
Option Exercise. The Exercise Price shall be paid in full at the time of exercise in
cash or, if permitted by the Committee and elected by the Participant, the Participant may purchase such
shares by means of the Company withholding Shares otherwise deliverable on exercise of the Award or
tendering Shares valued at Fair Market Value on the date of exercise, or any combination thereof. The
Committee, in its sole discretion, shall determine acceptable methods for Participants to tender Shares or
other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards
by use of the proceeds to be received from the sale of Shares issuable pursuant to an Award (including
cashless exercise procedures approved by the Committee involving a broker or dealer approved by the
Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options
from time to time, provided that such rules and procedures are not inconsistent with the provisions of this
Paragraph 11.
12.
Taxes. The Company shall have the right to deduct applicable taxes from any
Award payment and withhold, at the time of delivery or vesting of cash or Shares under this Plan, an
appropriate amount of cash or number of Shares or a combination thereof for payment of required withholding
taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations
for withholding of such taxes; provided, however, that the number of Shares withheld for payment of required
withholding taxes must equal no more than the required minimum withholding taxes. The Committee may
also permit withholding to be satisfied by the transfer to the Company of Shares theretofore owned by the
holder of the Award with respect to which withholding is required. If Shares are used to satisfy tax withholding,
such Shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.
13.
Amendment, Modification, Suspension or Termination. The Board may
amend, modify, suspend or terminate this Plan (and the Committee may amend an Award Agreement) for
the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted
by law, except that (i) no amendment or alteration that would materially adversely affect the rights of any
Participant under any Award previously granted to such Participant shall be made without the consent of such
Participant and (ii) no amendment or alteration shall be effective prior to its approval by the shareholders of
the Company to the extent shareholder approval is otherwise required by applicable legal requirements or
Transocean 2020 Appendix B-8 Proxy Statement
APPENDIX B
the requirements of the securities exchange on which the Company’s shares are listed, including any
amendment that expands the types of Awards available under this Plan, materially increases the number of
Shares available for Awards under this Plan, materially expands the classes of persons eligible for Awards
under this Plan, materially extends the term of this Plan, materially changes the method of determining the
Exercise Price of Options, or deletes or limits any provisions of this Plan that prohibit the repricing of Options
or SARs.
14.
Assignability. Unless otherwise determined by the Committee (or the Board in the
case of Director Awards) or expressly provided for in an Award Agreement, no Award or any other benefit
under this Plan shall be assignable or otherwise transferable except (i) by will or the laws of descent and
distribution or (ii) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not
contrary to the terms and conditions of this Plan or applicable Award and in a form acceptable to the
Committee. The Committee may prescribe and include in applicable Award Agreements other restrictions on
transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this
Paragraph 14 shall be null and void. Notwithstanding the foregoing, no Award may be transferred for value
or consideration.
15.
Adjustments.
(a)
The existence of outstanding Awards shall not affect in any manner the right or power
of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the capital stock of the Company or its business or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to Shares) or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts
or proceedings enumerated above.
(b)
In the event of any subdivision or consolidation of outstanding Shares, declaration
of a dividend payable in Shares, combination of shares, or other stock split, then (1) the number of
Shares reserved under this Plan, (2) the number of Shares covered by outstanding Awards in the
form of Shares or units denominated in Shares, (3) the Exercise Price or other price in respect of
such Awards, (4) the Share-Based Award Limitations, and (5) the appropriate Fair Market Value and
other price determinations for such Awards shall each be proportionately adjusted by the Committee
as appropriate to reflect such transaction. In the event of any other recapitalization or capital
reorganization of the Company, any consolidation or merger of the Company with another corporation
or entity, the adoption by the Company of any plan of exchange affecting the Shares, rights offer,
dissolution, demerger, conversion, spin-off, or any distribution to holders of Shares of securities or
property (other than normal cash dividends or dividends payable in Shares), the Committee shall
make appropriate adjustments to (i) the number of Shares reserved under this Plan, (ii) the number
and kind of Shares covered by Awards in the form of Shares or units denominated in Shares, (iii) the
Exercise Price or other price in respect of such Awards, (iv) the appropriate Fair Market Value and
other price determinations for such Awards, and (v) the Share-Based Award Limitations to reflect
such transaction; provided that such adjustments shall only be such as are necessary to maintain
the proportionate interest of the holders of the Awards and preserve, without increasing, the value of
such Awards.
(c)
In the event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee may make such adjustments to Awards or
other provisions for the disposition of Awards as it deems equitable, and shall be authorized, in its
discretion, (i) to provide for the substitution of a new Award or other arrangement (which, if applicable,
may be exercisable for such property or stock as the Committee determines) for an Award or the
assumption of the Award, regardless of whether in a transaction to which Code Section 424(a)
applies, (ii) to provide, prior to the transaction, for the acceleration of the vesting and exercisability
of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide
Transocean 2020 Appendix B-9 Proxy Statement
APPENDIX B
for the termination of any portion of the Award that remains unexercised at the time of such
transaction, or (iii) to cancel any such Awards and to deliver to the Participants cash in an amount
that the Committee shall determine in its sole discretion is equal to the Fair Market Value of such
Awards on the date of such event, which in the case of Options or Share Appreciation Rights shall
be the excess (if any) of the Fair Market Value of Shares on such date over the Exercise Price of
such Award.
(d)
No adjustment or substitution pursuant to this Paragraph 15 shall be made in a
manner that results in noncompliance with the requirements of Code Section 409A, to the extent
applicable.
16.
Restrictions. No Shares or other form of payment shall be issued with respect to
any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will
be in compliance with applicable federal and state securities and other laws. Certificates evidencing Shares
delivered under this Plan (to the extent that such Shares are so evidenced) may be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any securities exchange or transaction
reporting system upon which the Shares are then listed or to which it is admitted for quotation and any
applicable federal or state securities or other laws. The Committee may cause a legend or legends to be
placed upon such certificates (if any) to make appropriate reference to such restrictions.
17.
Unfunded Plan. This Plan is unfunded. Although bookkeeping accounts may be
established with respect to Participants who are entitled to cash, Shares or rights thereto under this Plan, any
such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to
segregate any assets that may at any time be represented by cash, Shares or rights thereto, nor shall this
Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be
deemed to be a trustee of any cash, Shares or rights thereto to be granted under this Plan. Any liability or
obligation of the Company to any Participant with respect to an Award of cash, Shares or rights thereto under
this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any
Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any
pledge or other encumbrance on any property of the Company. None of the Company, the Board or the
Committee shall be required to give any security or bond for the performance of any obligation that may be
created by this Plan. With respect to this Plan and any Awards granted hereunder, Participants are general
and unsecured creditors of the Company and have no rights or claims except as otherwise provided in this
Plan or any applicable Award Agreement.
18.
Code Section 409A.
(a)
Awards made under this Plan are intended to comply with or be exempt from Code
Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a
manner consistent with such intent. No payment, benefit or consideration shall be substituted for an
Award if such action would result in the imposition of taxes under Code Section 409A.
Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan
would result in the imposition of an additional tax under Code Section 409A, that Plan provision or
Award shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of
the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to
an Award.
(b)
Unless the Committee provides otherwise in an Award Agreement, each Restricted
Share Unit Award, Performance Unit Award or Cash Award (or portion thereof if the Award is subject
to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of
the first calendar year in which the Award (or such portion thereof) is no longer subject to a
“substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee
determines that a Restricted Share Unit Award, Performance Unit Award or Cash Award is intended
Transocean 2020 Appendix B-10 Proxy Statement
APPENDIX B
to be subject to Code Section 409A, the applicable Award Agreement shall include terms that are
designed to satisfy the requirements of Code Section 409A.
(c)
If the Participant is identified by the Company as a “specified employee” within the
meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation
from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any
Award payable or settled on account of a separation from service that is deferred compensation
subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day
following the expiration of six months from the Participant’s separation from service, (ii) the date of
the Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section
409A.
19.
Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities
laws of the United States, shall be governed by and construed in accordance with the laws of the State of
Texas.
20.
No Right to Continued Service or Employment. Nothing in this Plan or an Award
Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to
terminate any Participant’s employment or other service relationship with the Company or its Subsidiaries at
any time, nor confer upon any Participant any right to continue in the capacity in which such Participant is
employed or otherwise serves the Company or its Subsidiaries.
21.
Non-Uniform Determinations. Determinations by the Committee or the Board
under this Plan (including, without limitation, determinations of the persons to receive Awards under this Plan;
the form, amount and timing of such Awards; the terms and provisions of such Award Agreements evidencing
same; and provisions with respect to termination of employment or service) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive, Awards under this Plan, whether
or not such persons are similarly situated.
22.
Clawback Right. Notwithstanding any other provisions in this Plan, any Award shall
be subject to recovery or clawback by the Company under the Company’s Incentive Compensation
Recoupment Policy or any other clawback policy adopted by the Company whether before or after the Grant
Date of the Award.
Usage. Words used in this Plan in the singular shall include the plural and in the
plural the singular, and the gender of words used shall be construed to include whichever may be appropriate
under any particular circumstances of the masculine, feminine or neuter genders.
23.
and shall not affect the meaning or interpretation of this Plan.
24.
Headings. The headings in this Plan are inserted for convenience of reference only
25.
Effectiveness. This Plan was approved by the holders of a majority of Shares
present, or represented, and entitled to vote at the 2015 annual general meeting of the Company’s
shareholders and became effective as of the Effective Date. This Plan shall continue until terminated by
action of the Board. Notwithstanding the foregoing, the Plan, as amended and restated herein effective
________, 2020, is expressly conditioned upon the approval by the holders of a majority of Shares present,
or represented, and entitled to vote at the 2020 annual general meeting of the Company’s shareholders. If
the shareholders of the Company should fail to so approve this Plan at the 2020 annual general meeting of
the Company’s shareholders, (i) the amendment and restatement of this Plan herein shall not be of any force
or effect and (ii) the Plan shall continue in effect in accordance with its terms and provisions as in effect
immediately prior to the amendment and restatement of the Plan.
Transocean 2020 Appendix B-11 Proxy Statement
Annex A
Amendment to Article 5 of the Articles of Association (Authorized Share Capital)
Artikel 5
Article 5
Genehmi
gtes
Aktienkap
ital
1 Der Verwaltungsrat ist ermächtigt,
das Aktienkapital jederzeit bis zum
7. Mai 2022 im Maximalbetrag von
CHF 18'497'450.30durch Ausgabe
von höchstens 184'974’503
vollständig zu liberierenden Aktien mit
einem Nennwert von je CHF 0.10 zu
erhöhen. Eine Erhöhung (i) auf dem
Weg einer Festübernahme durch eine
Bank, ein Bankenkonsortium oder
Dritte und eines anschliessenden
Angebots an die bisherigen Aktionäre
sowie (ii) in Teilbeträgen ist zulässig.
2 Der Verwaltungsrat legt den Zeitpunkt
der Ausgabe, den Ausgabebetrag, die
Art, wie die neuen Aktien zu liberieren
sind, den Beginn der
Dividendenberechtigung, die
Bedingungen für die Ausübung der
Bezugsrechte sowie die Zuteilung der
Bezugsrechte, welche nicht ausgeübt
wurden, fest. Nicht-ausgeübte
Bezugsrechte kann der
Verwaltungsrat verfallen lassen, oder
er kann diese bzw. Aktien, für welche
Bezugsrechte eingeräumt, aber nicht
ausgeübt werden, zu
Marktkonditionen platzieren oder
anderweitig im Interesse der
Gesellschaft verwenden.
3 Der Verwaltungsrat ist ermächtigt, die
Bezugsrechte der Aktionäre in Bezug
auf höchstens 61'658’167 Aktien zu
entziehen oder zu beschränken und
diese einzelnen Aktionären oder
Dritten zuzuweisen:
(a) wenn der Ausgabebetrag der
neuen Aktien unter
Berücksichtigung des
Marktpreises festgesetzt wird;
oder
Authori
1 The Board of Directors is authorized to
zed
Share
Capital
increase the share capital, at any time until
May 7, 2022, by a maximum amount of
CHF 18,497,450.30 by issuing a maximum
of 184,974,503 fully paid up Shares with a
par value of CHF 0.10 each. An increase of
the share capital (i) by means of an offering
underwritten by a financial institution, a
syndicate of financial institutions or another
third party or third parties, followed by an
offer to the then-existing shareholders of
the Company, and (ii) in partial amounts
shall be permissible.
2 The Board of Directors shall determine the
time of the issuance, the issue price, the
manner in which the new Shares have to
be paid up, the date from which the Shares
carry the right to dividends, the conditions
for the exercise of the preemptive rights
and the allotment of preemptive rights that
have not been exercised. The Board of
Directors may allow the preemptive rights
that have not been exercised to expire, or it
may place such rights or Shares, the
preemptive rights of which have not been
exercised, at market conditions or use
them otherwise in the interest of the
Company.
3 The Board of Directors is authorized to
withdraw or limit the preemptive rights of
the shareholders with respect to a
maximum of 61,658,167Shares and to allot
them to individual shareholders or third
parties:
(a) if the issue price of the new Shares is
determined by reference to the market
price; or
Transocean 2020 Annex A AN-1 Proxy Statement
ANNEX A
(b) für die Übernahme von
(b) for the acquisition of an enterprise,
Unternehmen,
Unternehmensteilen oder
Beteiligungen oder für die
Finanzierung oder
Refinanzierung solcher
Transaktionen oder die
Finanzierung von neuen
Investitionsvorhaben der
Gesellschaft; oder
(c) zum Zwecke der Erweiterung des
Aktionärskreises in bestimmten
Finanz- oder Investoren-Märkten,
zur Beteiligung von strategischen
Partnern, oder im
Zusammenhang mit der
Kotierung von neuen Aktien an
inländischen oder ausländischen
Börsen; oder
(d) für die Einräumung einer
Mehrzuteilungsoption
(Greenshoe) von bis zu 20% der
zu platzierenden oder zu
verkaufenden Aktien an die
betreffenden Erstkäufer oder
Festübernehmer im Rahmen
einer Aktienplatzierung oder
eines Aktienverkaufs; oder
(e) für die Beteiligung von
Mitgliedern des
Verwaltungsrates, Mitglieder der
Geschäftsleitung, Mitarbeitern,
Beauftragten, Beratern oder
anderen Personen, die für die
Gesellschaft oder eine ihrer
Tochtergesellschaften Leistungen
erbringen.
part(s) of an enterprise or
participations, or for the financing or
refinancing of any of such transactions,
or for the financing of new investment
plans of the Company; or
(c) for purposes of broadening the
shareholder constituency of the
Company in certain financial or investor
markets, for purposes of the
participation of strategic partners, or in
connection with the listing of new
Shares on domestic or foreign stock
exchanges; or
(d) for purposes of granting an over-
allotment option (Greenshoe) of up to
20% of the total number of Shares in a
placement or sale of Shares to the
respective initial purchaser(s) or
underwriter(s); or
(e) for the participation of members of the
Board of Directors, members of the
Executive Management Team,
employees, contractors, consultants or
other persons performing services for
the benefit of the Company or any of its
subsidiaries.
4 Die neuen Aktien unterliegen den
4 The new Shares shall be subject to the
Eintragungsbeschränkungen in das
Aktienbuch von Artikel 7 und 9 dieser
Statuten.
limitations for registration in the share
register pursuant to Articles 7 and 9 of
these Articles of Association."
Transocean 2020 Annex A AN-2 Proxy Statement
TRANSOCEAN LTD.
COMPENSATION REPORT
For the years ended December 31, 2019 and 2018
Ernst & Young Ltd
Maagplatz 1
P.O. Box
CH-8010 Zurich
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, March 6, 2020
Report of the statutory auditor on the compensation report
We have audited the compensation report (pages CR-2 to CR-6) of Transocean Ltd. for the year ended December 31, 2019.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation and overall fair presentation of the compensation report in accordance with Swiss
law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also
responsible for designing the compensation system and defining individual compensation packages.
Auditor's responsibility
Our responsibility is to express an opinion on the compensation report. We conducted our audit in accordance with Swiss Auditing Standards.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the compensation report complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the compensation report with regard to
compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatements in the compensation report, whether due to fraud or error. This
audit also includes evaluating the reasonableness of the methods applied to value components of compensation, as well as assessing the
overall presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the compensation report for the year ended December 31, 2019 of Transocean Ltd. complies with Swiss law and
articles 14 – 16 of the Ordinance.
Ernst & Young Ltd
/s/ Reto Hofer
Licensed audit expert
(Auditor in charge)
/s/ Ralph Petermann
Certified public accountant
CR-1
TRANSOCEAN LTD.
COMPENSATION REPORT
GENERAL
Transocean Ltd. (“Transocean”, “we”, “us”, or “our”) is the parent company of Transocean Inc. and Transocean Management
Services GmbH, our direct wholly-owned subsidiaries. Transocean is registered with the commercial register in the canton of Zug, and its
shares are listed on the New York Stock Exchange (“NYSE”). We are thus bound by the legal and regulatory requirements of both the United
States of America (“U.S.”) and Switzerland.
This Compensation Report reflects the requirements of Articles 13–16 of the Swiss Federal Ordinance Against Excessive
Compensation in Public Corporations, and discloses any compensation paid to our members of the Board of Directors and the Executive
Management Team for the years ended December 31, 2019 and 2018. For a description of our governance framework relating to executive
and director compensation, please refer to page P-62 et seq. of our 2020 Proxy Statement under the caption "Executive and Director
Compensation Process.” For a description of our directors' compensation principles, please refer to page P-70 et seq. of our 2020 Proxy
Statement under the captions "Director Compensation Strategy" and "2019 Director Compensation.” For a description of our Executive
Management Team compensation principles, please refer to page P-76 et seq. of our 2020 Proxy Statement under the caption
"Compensation Discussion and Analysis.”
For the years ended December 31, 2019 and 2018, we have presented all compensation amounts in U.S. dollars and Swiss francs
using the average annual currency exchange rate of USD 1.00 to CHF 0.99 and CHF 0.98, respectively.
BOARD OF DIRECTORS’ COMPENSATION
Our Board of Directors is paid in U.S. dollars and our non-employee directors were eligible to receive compensation as follows:
Annual retainer - non-employee chair
Annual retainer - non-employee vice chair
Annual retainer - non-employee directors
Grant of restricted share units - non-employee chair
Grant of restricted share units - non-employee vice chair
Grant of restricted share units - non-employee directors
Additional annual retainer for committee chairs:
Audit Committee
Compensation Committee
Corporate Governance Committee, Finance Committee,
and Health, Safety and Environment Committee
Year ended December 31, 2019
Payment
currency
Swiss franc
equivalent
Year ended December 31, 2018
Payment
currency
Swiss franc
equivalent
USD
USD
325,000
—
100,000
325,000
—
210,000
35,000
20,000
10,000
CHF
323,245
—
99,460
323,245
—
208,866
34,811
19,892
9,946
325,000
—
100,000
325,000
—
210,000
35,000
20,000
10,000
CHF
317,753
—
97,770
317,753
—
205,317
34,220
19,554
9,777
In addition to the directors’ compensation, we pay or reimburse our directors for travel and incidental expenses incurred for
attending board, committee, and shareholder meetings and for other company-related business purposes. Our directors who are our
employees do not receive compensation for board service. With the exception of Jeremy D. Thigpen, all of the directors on our Board of
Directors receive compensation as non-employees. No director served in the position of non-employee vice chair for the years ended
December 31, 2019 and December 31, 2018.
We grant restricted share units to the non-employee chair and each non-employee director annually with an aggregate value of
USD 325,000 and USD 210,000, respectively, based upon the average of the high and low market prices of our shares for each of the
10 trading days preceding the date of grant. The restricted share units vest on the date first to occur of (i) the first anniversary of the date of
grant or (ii) the annual general meeting next following the date of grant, subject to continued service through the vesting date. Vesting of the
restricted share units is not subject to any performance measures. Each director may elect to receive the shares upon vesting or to defer
shares until the director no longer serves on the board.
CR-2
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
We paid to our non-employee directors total compensation as follows:
Name and function
Chadwick C. Deaton (c)
Chair of the board since May 9,2019; chair of the health,
safety and environment committee and member of the
corporate governance committee until May 9, 2019
Glyn A. Barker (d)
Member of the board; chair of the audit committee;
member of the finance committee
Vanessa C.L. Chang (c)
Member of the board; member of the audit committee;
member of the corporate governance committee
Frederico F. Curado (e)
Member of the board; chair of the health, safety and
environment committee and member of the corporate
governance committee since May 9, 2019; member of
the audit committee until May 9, 2019, member of the
compensation committee and until November 14,
2019.
Vincent J. Intrieri (c)
Member of the board, chair of the corporate governance
committee; member of the compensation committee;
member of the finance committee
Samuel Merksamer (c)
Member of the board; member of the finance committee;
member of the compensation committee since
November 14, 2019; member of the health, safety and
environment committee until May 9, 2019
Frederik W. Mohn (f)
Member of the board; member of the audit committee;
member of the health, safety and environment
committee
Edward R. Muller (c)
Member of the board; chair of the finance committee;
member of the audit committee since May 9, 2019;
member of the health, safety and environment
committee until May 9, 2019
Tan Ek Kia (g)
Member of the board; chair of the compensation
committee; member of the health, safety and
environment committee
Merrill A. “Pete” Miller, Jr (c)(h)
Chair of the board until May 9, 2019
Martin B. McNamara (c)(i)
Member of the board; chair of the corporate governance
committee and member of the compensation
committee until January 30, 2018
Total (CHF)
Total (USD)
Total
compensation
for board
membership
Year ended December 31, 2019
Restricted
share units
(value)
(b)
Fees
earned
(a)
Restricted
share units
(quantity)
Total
compensation for
board
membership
Year ended December 31, 2018
Restricted
share units
(value)
(b)
Fees
earned
(a)
CHF
USD
553,843
556,851
CHF
USD
246,315
247,653
CHF
USD
307,528
309,198
40,524 CHF
USD
322,643
330,002
CHF
USD
107,547
110,000
CHF
USD
215,096
220,002
Restricted
share units
(quantity)
16,141
332,984
334,792
298,173
299,792
304,279
305,931
308,119
309,792
298,173
299,792
298,173
299,792
308,119
309,792
318,065
319,792
115,829
116,458
—
—
134,271
135,000
99,460
100,000
105,566
106,139
109,406
110,000
99,460
100,000
99,460
100,000
109,406
110,000
119,352
120,000
115,829
116,458
—
—
198,713
199,792
198,713
199,792
198,713
199,792
198,713
199,792
198,713
199,792
198,713
199,792
198,713
199,792
198,713
199,792
—
—
—
—
26,185
26,185
26,185
26,185
26,185
26,185
26,185
26,185
—
—
347,085
355,002
312,866
320,002
312,866
320,002
321,828
329,169
312,866
320,002
304,718
311,669
322,643
330,002
332,420
340,002
650,651
665,491
8,962
9,167
131,990
135,000
97,770
100,000
97,770
100,000
106,732
109,167
97,770
100,000
89,623
91,667
107,547
110,000
117,324
120,000
317,753
325,000
8,962
9,167
215,096
220,002
215,096
220,002
215,096
220,002
215,096
220,002
215,096
220,002
215,096
220,002
215,096
220,002
215,096
220,002
332,898
340,491
—
—
16,141
16,141
16,141
16,141
16,141
16,141
16,141
16,141
24,981
—
CHF
USD
3,135,757
3,152,784
CHF
USD
1,238,525
1,245,250
CHF
USD
1,897,232
1,907,534
250,004
CHF
USD
3,549,548
3,630,510
CHF
USD
1,280,788
1,310,001
CHF
USD
2,268,762
2,320,508
170,250
Fees earned include cash retainer fees.
For the years ended December 31, 2019 and 2018, we estimated the fair value of restricted share units to be USD 7.63 and USD 13.63, respectively, equivalent to
CHF 7.59 and CHF 13.33, respectively, based on the market price of our shares as reported on the NYSE on the grant date.
Total compensation is not subject to employer-paid social taxes.
In addition to the total compensation presented above, Mr. Barker received compensation representing employer-paid U.K. social taxes. In the years ended December 31,
2019 and 2018, such employer-paid social taxes on Transocean compensation were USD 18,630 and USD 18,630, respectively, equivalent to CHF 18,529 and
CHF 18,215, respectively.
In addition to the total compensation presented above, Mr. Curado received compensation representing employer-paid Swiss social taxes. In the years ended
December 31, 2019 and 2018, such employer-paid social taxes were USD 8,433 and USD 7,945, respectively, equivalent to CHF 8,387 and CHF 7,768, respectively.
In addition to the total compensation presented above, Mr. Mohn received compensation representing employer-paid Swiss social taxes. In the years ended December 31,
2019 and 2018, such employer-paid social taxes were USD 7,945 and USD 7,283, respectively, equivalent to CHF 7,902 and CHF 7,121, respectively.
In addition to the total compensation presented above, Mr. Tan received compensation representing employer-paid Swiss social taxes. In the years ended December 31,
2019 and 2018, such employer-paid social taxes were USD 7,343 and USD 7,327, respectively, equivalent to CHF 7,303 and CHF 7,163, respectively.
Effective May 9, 2019, Mr. Miller retired from the Board of Directors.
Effective January 30, 2018, Mr. McNamara retired from the Board of Directors.
CR-3
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
EXECUTIVE MANAGEMENT TEAM COMPENSATION
Overview
We paid the members of our Executive Management Team total compensation as follows:
Year ended December 31, 2019
Year ended December 31, 2018
Name and function
Jeremy D. Thigpen
Chief Executive Officer since April 22, 2015
Mark L. Mey
Executive Vice President and Chief Financial Officer since May 28, 2015
Keelan I. Adamson
Executive Vice President and Chief Operations Officer since August 10, 2018
John B. Stobart
Executive Vice President and Chief Operating and Performance Officer until June 1, 2018
Total (CHF)
Total (USD)
Salary and other non-share-based compensation
Total salary and
other non
share-based
compensation
Total
share-based
compensation
Total
compensation
CHF
USD
CHF
USD
3,063,515 CHF
3,080,148
USD
1,859,868
1,869,965
1,367,813
1,375,239
1,464,404
1,472,354
7,755,600
6,908,924 CHF
6,946,435
USD
2,664,868
2,679,337
1,776,571
1,786,217
—
—
11,350,363
9,972,439
10,026,583
4,524,736
4,549,302
3,144,384
3,161,456
1,464,404
1,472,354
19,105,963
CHF
USD
CHF
USD
7,797,706
11,411,989
19,209,695
Total salary and
other non
share-based
compensation
CHF
USD
2,320,443 CHF
2,373,369
USD
1,475,839
1,509,501
452,127
462,439
1,498,075
1,532,244
5,746,484
5,877,553
CHF
USD
CHF
USD
Total
share-based
compensation
Total
compensation
8,482,001
8,675,463
3,852,437
3,940,307
452,127
462,439
3,883,488
3,972,066
16,670,053
6,161,558 CHF
6,302,094
USD
2,376,598
2,430,806
—
—
2,385,413
2,439,822
10,923,569
11,172,722
17,050,275
CHF
USD
We paid members of our Executive Management Team total salary and other non-share-based compensation, before deductions
for employee social insurance and pension contributions, as follows:
Name
Year ended December 31, 2019
Base
salary
Bonus
(a)
Additional
compensation
(b)
Employer’s
pension
contributions
Retirement and
social security
benefits
(c)
Total salary and
other non
share-based
compensation
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
John B. Stobart
Total (CHF)
Total (USD)
CHF
USD
994,600 CHF 1,765,415 CHF
1,000,000 USD 1,775,000 USD
755,896
760,000
596,760
600,000
333,191
335,000
CHF 2,680,447
912,367
917,320
635,549
639,000
—
—
1,038,018
1,043,654
CHF 1,038,018
CHF
USD
—
—
—
—
—
—
CHF
USD 2,695,000 USD 3,331,320 USD 1,043,654 USD
CHF 3,313,331
195,190 CHF
196,250 USD
125,063
125,742
86,488
86,957
27,849
28,000
434,590
CHF
436,949 USD
108,310 CHF 3,063,515
108,898 USD 3,080,148
1,859,868
66,542
1,869,965
66,903
49,016
1,367,813
49,282
1,375,239
1,464,404
65,346
1,472,354
65,700
289,214
CHF 7,755,600
290,783 USD 7,797,706
Bonus represents the amount earned in the year ended December 31, 2019, but not paid as of December 31, 2019.
Additional compensation for Mr. Stobart includes payment in accordance with the terms of his non-compete agreement.
Includes employer-paid social taxes and costs of health benefits, such as medical and dental insurance. Through December 31, 2019, Mr. Adamson has accrued benefits
of USD 484,083, equivalent to CHF 481,469 under the Transocean Ltd. Pension Equalization Plan and USD 503,517, equivalent to CHF 500,798 under the Transocean
U.S. Retirement Plan. Mr. Stobart has accrued benefits of USD 205,373, equivalent to CHF 204,264 under the Transocean Ltd. Pension Equalization Plan and
USD 96,694, equivalent to CHF 96,172 under the Transocean U.S. Retirement Plan. Mr. Stobart will be receiving payment for his accrued benefits under the Pension
Equalization Plan in January 2020.
Name
CHF
USD
977,700 CHF
1,000,000 USD
Year ended December 31, 2018
Base
salary
Bonus
(a)
Additional
compensation
(b)
Employer’s
pension
contributions
Retirement and
social security
benefits
(c)
Total salary and
other non
share-based
compensation
941,036 CHF
962,500 USD
486,328
497,420
132,173
135,188
252,198
257,950
CHF 1,811,735
743,052
760,000
228,870
234,090
655,059
670,000
CHF 2,604,681
CHF
USD 2,664,090 USD 1,853,058 USD
CHF
USD
—
—
—
—
—
—
357,763
365,923
357,763
CHF
365,923 USD
259,677 CHF
265,600 USD
161,465
165,148
71,380
73,008
155,904
159,460
648,426
CHF
663,216 USD
142,030 CHF 2,320,443
145,269 USD 2,373,369
1,475,839
84,994
1,509,501
86,933
19,704
452,127
20,154
462,439
1,498,075
77,151
1,532,244
78,911
323,879
CHF 5,746,484
331,267 USD 5,877,553
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson (d)
John B. Stobart
Total (CHF)
Total (USD)
Bonus represents the amount earned in the year ended December 31, 2018, but not paid as of December 31, 2018.
Additional compensation for Mr. Stobart includes relocation expenses and payment for his notice period in accordance with the terms of his employment agreement.
Includes employer-paid social taxes and costs of health benefits, such as medical and dental insurance. Through December 31, 2018, Mr. Adamson has accrued benefits
of USD 369,847, equivalent to CHF 361,599 under the Transocean Ltd. Pension Equalization Plan and USD 383,692, equivalent to CHF 375,136 under the Transocean
U.S. Retirement Plan. Mr. Stobart has accrued benefits of USD 217,968, equivalent to CHF 213,107 under the Transocean Ltd. Pension Equalization Plan and
USD 89,306, equivalent to CHF 87,314 under the Transocean U.S. Retirement Plan.
Mr. Adamson’s compensation is prorated for 2018 based on his August 10, 2018 appointment to the Executive Management Team.
CR-4
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
Share-based compensation
We granted to the members of our Executive Management Team share-based compensation awards under our long-term incentive
plans. As presented below, total share-based compensation represents the fair value of grants made to the members of our Executive
Management Team and does not represent actual income earned. Any income earned from subsequent vesting of the awards will be subject
to employer-paid social taxes at the statutory rate prevailing at the time income is earned.
To measure the fair values of stock options granted or modified, we use the Black-Scholes-Merton option-pricing model and apply
assumptions for the expected life, risk-free interest rate, dividend yield and expected volatility. To measure the fair values of granted or
modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To measure the
fair values of granted or modified performance share units that are subject to market factors, such as total shareholder return, we use a
Monte Carlo simulation model and, in addition to the assumptions applied for the Black-Scholes-Merton option-pricing model, we apply
assumptions using a risk neutral approach and the average price at the performance start date.
In the years ended December 31, 2019 and 2018, we granted performance share units to members of our Executive Management
Team. Such performance share units are subject to a three-year performance period during which the actual number of units remain
uncertain. The number of performance share units presented below represents the targeted number of shares awarded. The actual number
of share units earned will be determined in the first 60 days following the performance period based on performance thresholds and may
range between zero and two shares per performance share unit.
Share-based compensation awards were granted as follows:
Name
Options (a)
Fair value
Units (a)
Fair value
Units (a)(b)
Fair value
Stock options
Restricted share units
Performance share units
Year ended December 31, 2019
Total share-based
compensation
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
John B. Stobart
Total (CHF)
Total (USD)
432,099
CHF
1,753,444
USD
1,762,964
201,613
CHF
1,674,378
USD
1,683,469
324,977
CHF
3,481,102 CHF
6,908,924
USD
3,500,002 USD
6,946,435
166,667
111,111
—
676,329
680,001
450,885
453,333
77,765
51,843
—
—
—
645,831
649,338
430,551
432,889
125,348
83,565
—
—
—
1,342,708
1,349,998
895,135
899,995
—
—
2,664,868
2,679,337
1,776,571
1,786,217
—
—
598,767
CHF
2,880,658
USD
2,896,298
331,221
CHF
2,750,760
USD
2,765,696
533,890
CHF
5,718,945 CHF 11,350,363
USD
5,749,995 USD 11,411,989
We granted stock options, restricted share units and performance share units to the members of our Executive Management Team on February 7, 2019.
The three-year performance period is January 1, 2019 to December 31, 2021 and is based on our total shareholder return relative to our performance peer group.
Name
Options (a)
Fair value
Units (a)
Fair value
Units (a)(b)
Fair value
Stock options
Restricted share units
Performance share units
Year ended December 31, 2018
Total share-based
compensation
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson (c)
John B. Stobart
Total (CHF)
Total (USD)
328,947
CHF
1,450,468
USD
1,483,551
163,399
CHF
1,466,553
USD
1,500,003
307,557
CHF
3,244,537 CHF
6,161,558
USD
3,318,540 USD
6,302,094
126,880
—
127,350
559,468
572,229
63,025
565,667
578,570
118,629
1,251,463
1,280,007
2,376,598
2,430,806
—
—
—
—
—
—
—
—
—
—
561,541
574,349
63,259
567,768
580,718
119,069
1,256,104
1,284,755
2,385,413
2,439,822
583,177
CHF
2,571,477
USD
2,630,129
289,683
CHF
2,599,988
USD
2,659,291
545,255
CHF
5,752,104 CHF 10,923,569
USD
5,883,302 USD 11,172,722
We granted stock options, restricted share units and performance share units to the members of our Executive Management Team on February 8, 2018.
The three-year performance period is January 1, 2018 to December 31, 2020 and is based on our total shareholder return relative to our performance peer group.
Mr. Adamson did not receive any awards of share-based compensation at the time of his appointment to the Executive Management Team.
CR-5
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
CREDITS AND LOANS GRANTED TO GOVERNING BODIES
In compliance with Article 29f paragraph 1 of our Articles of Association, which our shareholders adopted at the annual general
meeting held in May 2014, we did not grant credits or loans to active or former members of our Board of Directors, members of our
Executive Management Team or to any other related persons during the two-year period ended December 31, 2019. At December 31,
2019 and 2018, we had no outstanding credits or loans to active or former members of our Board of Directors, members of our
Executive Management Team or to any other related persons.
COMPENSATION TO FORMER MEMBERS OF OUR BOARD OF DIRECTORS OR OUR EXECUTIVE
MANAGEMENT TEAM OR TO RELATED PERSONS
During the year ended December 31, 2019 we paid former non-employee Chairman of the Board, Pete Miller, USD 116,458,
equivalent to CHF 115,829, representing 2019 prorated fees prior to retirement. Additionally, we paid former Executive Management Team
member, John Stobart, USD 1,472,354, equivalent to CHF 1,464,404, which included compensation for his notice period through June 2019
as well as compensation for his non-compete period. These amounts for Mr. Miller and Mr. Stobart are included in the total compensation
tables above.
During the year ended December 31, 2018 we paid former non-employee board member, Martin McNamara, USD 9,167,
equivalent to CHF 8,962, representing 2018 prorated fees prior to retirement. Additionally, we paid former Executive Management Team
member, John Stobart, USD 3,972,065, equivalent to CHF 3,883,488, which included compensation for his service as COO through June
2018 as well as compensation for his notice period. These amounts for Mr. McNamara and Mr. Stobart are included in the total compensation
tables above.
CR-6
TRANSOCEAN LTD.
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2019, 2018 and 2017
TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2019
Item
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 5.
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
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 and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART III
Item 15. Exhibits and Financial Statement Schedules
PART IV
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FORWARD-LOOKING INFORMATION
The statements included in this annual report regarding future financial performance and results of operations and other statements
that are not historical facts are forward-looking statements within the meaning of Section 27A of the United States (“U.S.”) Securities Act of
1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements in this annual report include, but are not
limited to, statements about the following subjects:
our results of operations, our revenue efficiency and other performance indicators and our cash flow from operations;
the offshore drilling market, including the effects of declines in commodity prices, supply and demand, utilization rates, dayrates, customer
drilling programs, stacking and reactivation of rigs, effects of new rigs on the market, the impact of changes to regulations in jurisdictions in
which we operate and changes in the global economy or market outlook for the various geographies in which we operate or our classes of
rigs;
customer drilling contracts, including contract backlog, force majeure provisions, contract awards, commencements, extensions,
terminations, renegotiations, contract option exercises, contract revenues, early termination payments, indemnity provisions and rig
mobilizations;
liquidity, including availability under our bank credit agreement, and adequacy of cash flows for our obligations;
debt levels, including impacts of a financial and economic downturn, and interest rates;
newbuild, upgrade, shipyard and other capital projects, including completion, relinquishment or abandonment, delivery and commencement
of operation dates, expected downtime and lost revenue, the level of expected capital expenditures and the timing and cost of completion
of capital projects;
the cost and timing of acquisitions and the proceeds and timing of dispositions;
the optimization of rig-based spending;
tax matters, including our effective tax rate, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues,
including those associated with our activities in Brazil, Norway, the United Kingdom (“U.K.”) and the U.S.;
legal and regulatory matters, including results and effects of current or potential legal proceedings and governmental audits and
assessments, outcomes and effects of internal and governmental investigations, customs and environmental matters;
insurance matters, including adequacy of insurance, renewal of insurance, insurance proceeds and cash investments of our wholly owned
captive insurance company;
effects of accounting changes and adoption of accounting policies; and
investment in recruitment, retention and personnel development initiatives, defined benefit pension plan contributions, the timing of
severance payments and benefit payments.
Forward-looking statements in this annual report are identifiable by use of the following words and other similar expressions:
anticipates
believes
projects
scheduled
estimates
expects
forecasts
intends
plans
predicts
budgets
could
may
might
should
Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to:
those described under “Item 1A. Risk Factors” in this annual report;
the adequacy of and access to our sources of liquidity;
our inability to obtain drilling contracts for our rigs that do not have contracts;
our inability to renew drilling contracts at comparable dayrates;
operational performance;
the cancellation of drilling contracts currently included in our reported contract backlog;
losses on impairment of long-lived assets;
shipyard, construction and other delays;
the results of meetings of our shareholders;
changes in political, social and economic conditions;
the effect and results of litigation, regulatory matters, settlements, audits, assessments and contingencies; and
other factors discussed in this annual report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are
available free of charge on the SEC website at www.sec.gov.
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and
uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard
to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required
by law.
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ITEM 1. BUSINESS
OVERVIEW
PART I
Transocean Ltd. (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 12,
2020, we owned or had partial ownership interests in and operated a fleet of 45 mobile offshore drilling units, consisting of 28 ultra-deepwater
floaters, 14 harsh environment floaters and three midwater floaters. As of February 12, 2020, we were constructing two ultra-deepwater
drillships.
Our primary business is to contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil
and gas wells. We specialize in technically demanding regions of the global offshore drilling business with a particular focus on
ultra-deepwater and harsh environment drilling services. Our mobile offshore drilling fleet is one of the most versatile fleets in the world,
consisting of drillship and semisubmersible floaters used in support of offshore drilling activities and offshore support services on a worldwide
basis.
Transocean Ltd. is a Swiss corporation with its registered office in Steinhausen, Canton of Zug and with principal executive offices
located at Turmstrasse 30, 6312 Zug, Switzerland. Our telephone number at that address is +41 41 749-0500. Our shares are listed on the
New York Stock Exchange under the symbol “RIG.” For information about the revenues, operating income, assets and other information
related to our business, our segments and the geographic areas in which we operate, see “Part II. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Part II. Item 8. Financial Statements and Supplementary Data—Notes to
Consolidated Financial Statements—Note 22—Operating Segments, Geographic Analysis and Major Customers.”
DRILLING FLEET
Overview—Our drilling fleet of floaters consists of drillships and semisubmersibles, which are mobile and can be moved to new
locations in response to customer demand. Our drilling equipment is suitable for both exploration and development, and we engage in both
types of drilling activity. Our mobile offshore drilling units are designed to operate in locations away from port for extended periods of time
and have living quarters for the crews, a helicopter landing deck and storage space for drill pipe, riser and drilling supplies.
Drillships are generally self-propelled vessels, shaped like conventional ships, and are the most mobile of the major rig types. Our
high-specification drillships are equipped with dynamic positioning thruster systems, which allows them to maintain position without anchors
through the use of onboard propulsion and station-keeping systems. Ultra-deepwater drillships typically have greater deck load and storage
capacity than early generation semisubmersible rigs, which provides logistical and resupply efficiency benefits for customers. Drillships are
generally better suited to operations in calmer sea conditions and typically do not operate in areas considered to be harsh environments.
We have 22 ultra-deepwater drillships that are, and two ultra-deepwater drillships under construction that will be, 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. In addition to dynamic positioning thruster systems,
dual-activity technology and industry-leading hoisting capacity, our contracted newbuild drillship under construction will be equipped with
and our uncontracted newbuild drillship will be equipped to accommodate two 20,000 pounds per square inch (“psi”) blowout preventers.
Semisubmersibles are floating vessels that can be partially submerged by means of a water ballast system such that the lower
column sections and pontoons are below the water surface during drilling operations. Semisubmersibles are known for stability, making
them well suited for operating in rough sea conditions. Semisubmersible floaters are capable of maintaining their position over a well either
through dynamic positioning or the use of mooring systems. 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. Five of our 21 semisubmersibles
are equipped with dual-activity technology and also have mooring capability. Two of these five dual-activity units are custom-designed, high
capacity semisubmersible drilling rigs, equipped for year-round operations in harsh environments, including those of the Norwegian
continental shelf and sub-Arctic waters.
Fleet categories—We further categorize the drilling units of our fleet as follows: (1) “ultra-deepwater floaters,” (2) “harsh
environment floaters” and (3) “midwater floaters”. Ultra-deepwater floaters are equipped with high-pressure mud pumps and are capable of
drilling in water depths of 4,500 feet or greater. Harsh environment floaters are capable of drilling in harsh environments in water depths
between 1,500 and 10,000 feet and have greater displacement, which offers larger variable load capacity, more useable deck space and
better motion characteristics. Midwater floaters are generally comprised of those non-high-specification semisubmersibles that have a water
depth capacity of less than 4,500 feet.
Fleet status—Depending on market conditions, we may idle or stack non-contracted rigs. An idle rig is between drilling contracts,
readily available for operations, and operating costs are typically at or near normal operating levels. A stacked rig typically has reduced
operating costs, is staffed by a reduced crew or has no crew and is (a) preparing for an extended period of inactivity, (b) expected to continue
to be inactive for an extended period, or (c) completing a period of extended inactivity. Stacked rigs will continue to incur operating costs at
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or above normal operating levels for approximately 30 days following initiation of stacking. Some idle rigs and all stacked rigs require
additional costs to return to service. The actual cost to return to service, which in many instances could be significant and could fluctuate
over time, depends upon various factors, including the availability and cost of shipyard facilities, the cost of equipment and materials and the
extent of repairs and maintenance that may ultimately be required. We consider these factors, together with market conditions, length of
contract, dayrate and other contract terms, when deciding whether to return a stacked rig to service. We may not return some stacked rigs
to work for drilling services.
Drilling units—The following tables, presented as of February 14, 2020, provide certain specifications for our rigs. 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, 2020, we owned all of the drilling rigs in our fleet
noted in the tables below, except for the following: (1) the harsh environment floater Transocean Norge, which is owned through our
33.0 percent ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), , and (2) the ultra-deepwater
floater Petrobras 10000, which is subject to a finance lease through August 2029.
Rig category and name
Rigs under construction (2)
Ultra-deepwater floaters
Deepwater Atlas
Deepwater Titan
Specifications
Type
Water
depth
capacity
(in feet)
Expected
completion
Drilling
depth
capacity
(in feet)
Contracted
location or
contracted
status
(a) (b) (c) (d)
(a) (b) (c) (e)
Drillship
Drillship
—
4Q 2021
12,000
12,000
40,000
40,000
Uncontracted
U.S. Gulf
To be dynamically positioned.
To be equipped with our patented dual activity.
To be equipped with two blowout preventers.
(a)
(b)
(c)
(d) Designed to accommodate a future upgrade to 20,000 pounds psi blowout preventers.
(e)
To be equipped with two 20,000 pounds psi blowout preventers.
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Rig category and name
Ultra-deepwater floaters (28)
Deepwater Poseidon
Deepwater Pontus
Deepwater Conqueror
Deepwater Proteus
Deepwater Thalassa
Ocean Rig Apollo
Deepwater Athena
Deepwater Asgard
Deepwater Invictus
Deepwater Skyros
Deepwater Mylos
Deepwater Champion
Deepwater Corcovado
Deepwater Mykonos
Deepwater Orion
Deepwater Olympia
Discoverer India
Discoverer Luanda
Dhirubhai Deepwater KG2
Discoverer Inspiration
Discoverer Americas
Development Driller III
Petrobras 10000
Discoverer Clear Leader
Dhirubhai Deepwater KG1
GSF Development Driller II
GSF Development Driller I
Deepwater Nautilus
Harsh environment floaters (14)
Transocean Norge
Transocean Enabler
Transocean Encourage
Transocean Endurance
Transocean Equinox
Polar Pioneer
Songa Dee
Transocean Spitsbergen
Transocean Barents
Henry Goodrich
Leiv Eiriksson
Transocean Leader
Paul B. Loyd, Jr.
Transocean Arctic
Midwater floaters (3)
Sedco 714
Transocean 712
Sedco 711
Specifications
Type
Year
entered
service
Water
depth
capacity
Drilling
depth
capacity
(in feet)
(in feet)
Contracted
location or
standby
status
(a) (b) (c) (d)
(a) (b) (c) (d)
(a) (b) (c) (d)
(a) (b) (c) (d)
(a) (b) (c) (d)
(a) (b)
(a) (b)
(a) (b) (c)
(a) (b) (c)
(a) (b)
(a) (b)
(a) (b)
(a) (b)
(a) (b)
(a) (b)
(a) (b)
(a) (b) (e)
(a) (b) (e)
(a)
(a) (b) (c) (e)
(a) (b) (e)
(a) (b) (f)
(a) (b)
(a) (b) (c) (e)
(a)
(a) (b) (f)
(a) (b) (f)
(f)
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Drillship
Semisubmersible
Drillship
Drillship
Drillship
Semisubmersible
Semisubmersible
Semisubmersible
2018
2017
2016
2016
2016
2015
2014
2014
2014
2013
2013
2011
2011
2011
2011
2011
2010
2010
2010
2010
2009
2009
2009
2009
2009
2005
2005
2000
(a) (f)
(a) (f)
(a) (f)
(a) (f)
(a) (f)
(f)
(f)
(a) (f) (g)
(a) (f) (g)
(f)
(a) (f)
(f)
(f)
(f)
2019
2016
2016
2015
2015
Semisubmersible
Semisubmersible
Semisubmersible
Semisubmersible
Semisubmersible
Semisubmersible 1985/2014
Semisubmersible 1984/2014
Semisubmersible
Semisubmersible
Semisubmersible 1985/2007
Semisubmersible
Semisubmersible 1987/1997
Semisubmersible
Semisubmersible
2010
2009
1990
1986
2001
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
10,000
10,000
10,000
10,000
12,000
7,500
12,000
12,000
12,000
7,500
12,000
12,000
12,000
7,500
7,500
8,000
10,000
1,640
1,640
1,640
1,640
1,500
1,500
10,000
10,000
5,000
7,500
4,500
2,000
1,650
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
35,000
35,000
35,000
35,000
40,000
40,000
35,000
40,000
40,000
37,500
37,500
40,000
35,000
37,500
37,500
30,000
U.S. Gulf
U.S. Gulf
U.S. Gulf
U.S. Gulf
U.S. Gulf
Stacked
Stacked
U.S. Gulf
U.S. Gulf
Angola
Stacked
Stacked
Brazil
Brazil
Idle
Stacked
Egypt
Stacked
Australia
U.S. Gulf
Stacked
Equatorial Guinea
Brazil
Stacked
India
Stacked
Australia
Brunei
Stacked
Stacked
40,000 Norwegian N. Sea
28,000 Norwegian N. Sea
28,000 Norwegian N. Sea
28,000 Norwegian N. Sea
28,000 Norwegian N. Sea
25,000
30,000
30,000 Norwegian N. Sea
30,000
30,000
25,000 Norwegian N. Sea
25,000
25,000
25,000 Norwegian N. Sea
U.K. N. Sea
U.K. N. Sea
Canada
Idle
(f)
(f)
(f)
Semisubmersible 1983/1997
Semisubmersible
Semisubmersible
1983
1982
1,600
1,600
1,800
25,000
25,000
25,000
Stacked
U.K. N. Sea
Stacked
Two blowout preventers.
(a) Dynamically positioned.
(b) Patented dual activity.
(c)
(d) Designed to accommodate a future upgrade to 20,000 pounds psi blowout preventers.
(e) Enhanced Enterprise-class rig.
(f) Moored.
(g) Dual activity.
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MARKETS
Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world. We operate
in a single, global offshore drilling market, as our drilling rigs are mobile assets and can be moved according to prevailing market conditions.
We may mobilize our drilling rigs between regions for a variety of reasons, including to respond to customer contracting requirements or to
capture observed market demand. Consequently, we cannot predict the future percentage of our revenues that will be derived from particular
geographic areas. As of February 14, 2020, our drilling fleet, including stacked and idle rigs, but excluding rigs under construction, was
located in the Norwegian North Sea (ten units), the U.S. Gulf of Mexico (eight units), Greece (seven units), the U.K. North Sea (five units),
Brazil (three units), Canada (two units), Australia (two units), Malaysia (one unit), Angola (one unit), India (one unit), Egypt (one unit),
Brunei (one unit), Equatorial Guinea (one unit), Namibia (one unit), and Romania (one unit).
We categorize the market sectors in which we operate as follows: (1) ultra-deepwater and deepwater, (2) harsh environment and
(3) midwater. These market sectors, collectively known as the floater market, are serviced by our drillships and semisubmersibles, 14 of
which are suited to work in harsh environments. We generally view the ultra-deepwater and deepwater market sector as water depths
beginning at 4,500 feet and extending to the maximum water depths in which rigs are capable of drilling, which is currently up to 12,000 feet.
The midwater market sector services water depths from approximately 300 feet to approximately 4,500 feet. The harsh environment market
sector services regions that are more challenged by lower temperatures, harsher weather conditions and water currents.
The market for offshore drilling rigs and related services reflects oil companies’ demand for equipment for drilling exploration,
appraisal and development wells and for performing maintenance on existing production wells. Activity levels of energy companies, including
integrated oil companies, independent oil companies and, to a lesser extent, national oil companies are largely driven by the worldwide
demand for energy, including crude oil and natural gas. Worldwide energy supply and demand drives oil and natural gas prices, which, in
turn, impact energy companies’ ability to fund investments in exploration, development and production activities.
Since 2014, the industry has experienced a severe, prolonged cyclical downturn. Multiple years of volatile and generally weak
commodity prices have resulted in our customers delaying offshore investment decisions and postponing exploration and development
programs. Structural efficiency gains achieved by industry participants in reaction to the downturn have provided customers more incentive
to progress exploration and development plans in a lower commodity pricing environment, which resulted in increased customer project
sanctioning in 2019. We anticipate this trend of increased project sanctioning to continue in 2020 as our customers continue to realize
favorable offshore economics, reducing their sensitivity to market volatility, and increasing their focus on exploration and reserve
replacement. Ultimately, as the hydrocarbon supply-demand balance improves, we expect a longer term sustained improvement of oil prices,
that is expected to translate into greater demand for our fleet, resulting in further improvement of dayrates.
In markets requiring harsh environment floating drilling rigs, the limited supply of these specialized, high-specification rigs has
continued to result in strong utilization and dayrate. In the ultra-deepwater markets, persistently improving supply-demand dynamics is now
positively impacting both utilization and dayrates. With an increasing number of projects coming from deepwater and ultra-deepwater basins
worldwide, we expect this trend to continue.
We have made concerted efforts since the beginning of the downturn to high-grade our fleet profile by acquiring additional
high-specification assets and disposing of lower-specification assets. In the year ended December 31, 2018, we significantly enhanced our
high-specification asset portfolio with our acquisitions of Songa Offshore SE(“Songa”), a European public company limited by shares, or
societas Europaea, existing under the laws of Cyprus, and Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman Islands exempted company with
limited liability, and our investment in a partial ownership interest in an unconsolidated affiliate that owns the harsh environment floater
Transocean Norge. During the years ended December 31, 2019, 2018 and 2017, we sold for scrap value eleven, eight and
three lower-specification drilling units, respectively.
Our outlook for the offshore drilling sector remains positive, particularly for high-specification assets. Brazil, the
U.S. Gulf of Mexico, and West Africa remain key ultra-deepwater market sectors, while Norway represents the largest harsh environment
market. Licensing activity demonstrated an increased interest in these areas as energy companies looked to explore and develop new
prospects. We expect deepwater oil and gas production will continue to be the primary part of the long-term strategy for energy companies
as they strive to replace reserves to meet global demand for energy sources and hydrocarbons. As our customers continue to achieve
structural efficiency gains, we anticipate additional offshore projects will be sanctioned. Often, these projects are technically demanding due
to factors such as water depth, complex well designs, deeper drilling depth, high pressure and temperature, sub-salt, harsh environments,
and heightened regulatory standards; therefore, they require high-specification drilling units. Generally, high-specification rigs are the most
modern, technologically advanced class of the offshore fleet and have capabilities that are attractive to energy companies operating in deeper
water depths, other challenging environments or with complex well designs. See “Item 1A. Risk Factors—Risks related to our business.”
CONTRACT DRILLING SERVICES
Our contracts to provide offshore drilling services are individually negotiated and vary in their terms and conditions. We obtain
most of our drilling contracts through competitive bidding against other contractors and direct negotiations with operators. Drilling contracts
generally provide for payment on a dayrate basis, with higher rates for periods while the drilling unit is operating and lower rates or zero rate
for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental
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conditions or other conditions beyond our control. A dayrate drilling contract generally extends over a period of time covering either the
drilling of a single well or group of wells or covering a stated term. At December 31, 2019, our contract backlog was approximately
$10.4 billion, representing a decrease of 17 percent and an increase of 9 percent, respectively, compared to the contract backlog at
December 31, 2018 and 2017, which was $12.5 billion and $9.5 billion, respectively. See “Part II. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Performance and Other Key Indicators.”
Certain of our drilling contracts may be cancelable for the convenience of the customer upon payment of an early termination
payment. Such payments, however, may not fully compensate us for the loss of the contract. Contracts also customarily provide for either
automatic termination or termination at the option of the customer, typically without the payment of any termination fee, under various
circumstances such as non-performance, in the event of extended downtime or impaired performance caused by equipment or operational
issues, or periods of extended downtime due to force majeure events. Many of these events are beyond our control. The contract term in
some instances may be extended by the customer exercising options for the drilling of additional wells or for an additional term. Our contracts
also typically include a provision that allows the customer to extend the contract to finish drilling a well-in-progress. During periods of
depressed market conditions, our customers may seek to renegotiate firm drilling contracts to reduce the term of their obligations or the
average dayrate through term extensions, or may seek to repudiate their contracts. Suspension of drilling contracts will result in the reduction
in or loss of dayrate for the period of the suspension. If our customers cancel some of our contracts and we are unable to secure new
contracts on a timely basis and on substantially similar terms, if contracts are suspended for an extended period of time or if a number of our
contracts are renegotiated, it could adversely affect our consolidated financial position, results of operations or cash flows. See “Item 1A.
Risk Factors—Risks related to our business—Our drilling contracts may be terminated due to a number of events, and, during depressed
market conditions, our customers may seek to repudiate or renegotiate their contracts.”
Under dayrate drilling contracts, consistent with standard industry practice, our customers, as the operators, generally assume,
and grant indemnity for, subsurface and well control risks, and their consequential damages. Under all of our current drilling contracts, our
customers, indemnify us for pollution damages in connection with reservoir fluids stemming from operations under the contract, and we
indemnify our customers for pollution that originates above the surface of the water from the rig from substances in our control, such as
diesel used onboard the rig or other fluids stored onboard the rig. Also, our customers indemnify us for consequential damages they incur,
damage to the well or reservoir, loss of subsurface oil and gas and the cost of bringing the well under control. However, our drilling contracts
are individually negotiated, and the degree of indemnification we receive from our customers for the risks discussed above may vary from
contract to contract, based on market conditions and customer requirements existing when the contract was negotiated. In some instances,
we have contractually agreed upon certain limits to our indemnification rights and can be responsible for damages up to a specified maximum
dollar amount. The nature of our liability and the prevailing market conditions, among other factors, can influence such contractual terms.
In most instances in which we are indemnified for damages to the well, we have the responsibility to redrill the well at a reduced dayrate.
Notwithstanding a contractual indemnity from a customer, there can be no assurance that our customers will be financially able to indemnify
us or will otherwise honor their contractual indemnity obligations. See “Item 1A. Risk Factors—Risks related to our business—Our business
involves numerous operating hazards, and our insurance and indemnities from our customers may not be adequate to cover potential losses
from our operations.”
The interpretation and enforceability of a contractual indemnity depends upon the specific facts and circumstances involved, as
governed by applicable laws, and may ultimately need to be decided by a court or other proceeding, which will need to consider the specific
contract language, the facts and applicable laws. The law generally considers contractual indemnity for criminal fines and penalties to be
against public policy. Courts also restrict indemnification for criminal fines and penalties. The inability or other failure of our customers to
fulfill their indemnification obligations, or unenforceability of our contractual protections could have a material adverse effect on our
consolidated financial position, results of operations or cash flows.
SIGNIFICANT CUSTOMERS
We engage in offshore drilling services for most of the leading integrated oil companies or their affiliates, as well as for many
government-owned or government-controlled oil companies and other independent oil companies. For the year ended December 31, 2019,
our most significant customers were Royal Dutch Shell plc (together with its affiliates, “Shell”), Equinor ASA (together with its affiliates,
“Equinor”) and Chevron Corporation (together with its affiliates, “Chevron”), representing approximately 26 percent, 21 percent and
17 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, 2019. Additionally, as of February 14, 2020, the customers with the most significant
aggregate amount of contract backlog associated with our drilling contracts were Shell, Equinor and Chevron, representing approximately
49 percent, 26 percent and 13 percent, respectively, of our total contract backlog. See “Item 1A. Risk Factors—Risks related to our
business—We rely heavily on a relatively small number of customers and the loss of a significant customer or a dispute that leads to the loss
of a customer could have an adverse effect on our consolidated financial position, results of operations or cash flows.”
EMPLOYEES
We require highly skilled personnel to operate our drilling units. Consequently, we conduct extensive personnel recruiting, training
and safety programs. At December 31, 2019, we had approximately 6,600 employees, including approximately 700 persons engaged
through contract labor providers. Approximately 47 percent of our total workforce, working primarily in Norway, Brazil, the U.K., Angola and
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Australia 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. These negotiations sometimes result in strikes and could result in higher personnel expenses, other
increased costs or increased operational restrictions as the outcome of such negotiations affect the market for all offshore employees, not
just the union members. Additionally, failure to reach agreement on certain key issues may result in strikes, lockouts or other work stoppages
that may materially impact our operations.
JOINT VENTURE, AGENCY AND SPONSORSHIP RELATIONSHIPS AND OTHER INVESTMENTS
In some areas of the world, local customs and practice or governmental requirements necessitate the formation of joint ventures
with local participation since local laws or customs in those areas effectively mandate the establishment of a relationship with a local agent
or sponsor. When appropriate in these areas, we enter into agency or sponsorship agreements. We may also enter into joint ventures for
operational or investment purposes. We may or may not control these joint ventures. At December 31, 2019, we held interests in certain
joint venture companies in the Cayman Islands, Nigeria, Angola, Indonesia and other countries, the most significant of which was our
33.0 percent ownership interest in Orion, an unconsolidated Cayman Islands exempted company formed to construct and own the harsh
environment semisubmersible Transocean Norge. Certain affiliates of Hayfin Capital Management LLP, own the remaining 67.0 percent
ownership interest in Orion not owned by us.
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-two drillships and three semisubmersibles in our
existing fleet are, and our two drillships that are 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 continue to develop and deploy industry-leading technology in the pursuit of delivering safer, more efficient and environmentally
responsible drilling services. In addition to our patented dual-activity drilling technology, two of our drillships under construction will include
industry-leading 3 million-pound hook load capability, hybrid power systems for enhanced drill floor equipment reliability, fuel and emissions
savings as well as advanced generator protection for power plant reliability. Nine drillships in our existing fleet are, and our two drillships
that are under construction will be, outfitted with dual blowout preventers and triple liquid mud systems. In late 2018, we contracted and are
outfitting one drillship that is under construction with a dual 20,000 psi blowout preventer and related equipment. Five drillships in our existing
fleet are, and our uncontracted drillship that is under construction will be, designed to accept 20,000 psi blowout preventers in the future.
Seven of our harsh environment semisubmersibles are designed and constructed specifically to provide highly efficient
performance in the Norwegian North Sea and in the Barents Sea. In 2019, we deployed the world’s first hybrid energy storage system
aboard a floating drilling unit, the harsh environment floater Transocean Spitsbergen, which is the first solution to reduce fuel consumption
and emissions while providing enhanced power management reliability. We also continue to develop and invest in technologies designed
to optimize our performance and deliver ever better operational integrity through innovations, such as our proprietary fault-resistant and
fault-tolerant blowout preventer control system. We have installed automated drilling control systems on one harsh environment floater and
are proceeding with five additional harsh environment floaters, which materially improve our ability to safely and efficiently deliver wells to
our customers.
We have also deployed our smart equipment analytics tool, which delivers real-time data feeds from equipment and is used to
monitor equipment health and inferred emissions and energy consumption. This technology can also identify trends in performance that
allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and sustainability.
This data-driven approach, augmented by the size of our fleet, is helping us build a knowledge framework for sustainable process
optimization. Additionally, our continued, acute focus on personnel safety has driven development of our HaloGuard system, which will
alarm, notify and, if required, halt equipment to avoid injury to personnel who move into danger zones.
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 drilling more efficient wells,
building greater resilience into our critical operating systems, ensuring the safety of our crews, and reducing fuel consumption and emissions.
ENVIRONMENTAL RESPONSIBILITY
We constantly look for new ways to advance our commitment to safely performing our operations while simultaneously
safeguarding the environment in which we operate. We assess the environmental impacts of our operations, focusing on the reduction of
greenhouse gas emissions, operational discharges and water use, through increasing energy efficiency and waste minimization. Our actions
are designed to reduce risk in our current and future operations, to promote sound environmental management practices and to continue to
be proactive in managing and reducing our environmental footprint. Our investments and deployment of capital and technology reflect our
commitment to improve the energy and emission efficiency of our operations.
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When we have decommissioned older and less capable assets, we have demonstrated our commitment to recycle them according
to established environmental regulations and guidelines. All the rigs that we have sold for scrap value have been safely and responsibly
recycled following protocols established under the Basel Convention and by the International Maritime Organization at the Hong Kong
International Convention. Although this greater degree of scrutiny requires more of our resources, we are committed to identifying and
deploying sustainable solutions throughout the life cycle of our assets.
Our operations are subject to a variety of international, regional, national, state and local environmental regulations. We monitor
our compliance with environmental regulation in each country of operation and, while we see an increase in general environmental regulation,
we have made and will continue to make the required expenditures to comply with current and future environmental requirements. To date,
we have not incurred material costs in order to comply with recent environmental regulation, and we do not believe that our compliance with
such requirements will have a material adverse effect on our competitive position, consolidated results of operations or cash flows. For a
discussion of the effects of environmental regulation, see “Item 1A. Risk Factors—Risks related to our business—Impact of our compliance
with or breach of environmental laws can be costly, expose us to liability and could limit our operations.”
AVAILABLE INFORMATION
Our website address is www.deepwater.com. Information contained on or accessible from our website is not incorporated by
reference into this annual report and should not be considered a part of this report or any filing that we make with the SEC. We make
available on this website free of charge, our annual reports, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC.
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. 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.
ITEM 1A. RISK FACTORS
RISKS RELATED TO OUR BUSINESS
OUR BUSINESS DEPENDS ON THE LEVEL OF ACTIVITY IN THE OFFSHORE OIL AND GAS INDUSTRY, WHICH IS SIGNIFICANTLY
AFFECTED BY VOLATILE OIL AND GAS PRICES AND OTHER FACTORS.
Our business depends on the level of activity in oil and gas exploration, development and production in offshore areas worldwide.
Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and,
to a lesser extent, natural gas prices. Oil and gas prices are extremely volatile and are affected by numerous factors, including the following:
worldwide demand for oil and gas, including economic activity in the U.S. and other large energy-consuming markets;
the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain production levels, productive spare
capacity and pricing;
the level of production in non-OPEC countries;
the policies of various governments regarding exploration and development of their oil and gas reserves;
international sanctions on oil-producing countries, or the lifting of such sanctions;
advances in exploration, development and production technology;
the further development of shale technology to exploit oil and gas reserves;
the discovery rate of new oil and gas reserves;
the rate of decline of existing oil and gas reserves;
laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate
change;
the development and exploitation of alternative energy sources;
accidents, adverse weather conditions, natural disasters and other similar incidents relating to the oil and gas industry; and
the worldwide security and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed
hostilities, civil unrest, acts of terrorism, public health threats or other crises.
Demand for our services is particularly sensitive to the level of exploration, development and production activity of, and the
corresponding capital spending by, oil and natural gas companies, including national oil companies. Prolonged reductions in oil and natural
gas prices could depress the immediate levels of exploration, development and production activity. Perceptions of longer-term lower oil and
natural gas prices by oil and gas companies could similarly reduce or defer major expenditures given the long-term nature of many large-scale
development projects. Lower levels of activity result in a corresponding decline in the demand for our services, which could have a material
adverse effect on our revenue and profitability. Oil and gas prices and market expectations of potential changes in these prices significantly
affect this level of activity. However, increases in near-term commodity prices do not necessarily translate into increased offshore drilling
activity since customers’ expectations of longer-term future commodity prices typically have a greater impact on demand for our rigs.
Consistent with this dynamic, customers may delay or cancel many exploration and development programs, resulting in reduced demand for
our services. Also, increased competition for customers’ drilling budgets could come from, among other areas, land-based energy markets
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worldwide. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development
and political and regulatory environments also affect customers’ drilling campaigns. Worldwide military, political and economic events have
often contributed to oil and gas price volatility and are likely to do so in the future.
THE OFFSHORE DRILLING INDUSTRY IS HIGHLY COMPETITIVE AND CYCLICAL, WITH INTENSE PRICE COMPETITION.
The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant
market share. Drilling contracts are traditionally awarded on a competitive bid basis. Although rig availability, service quality and technical
capability are drivers of customer contract awards, bid pricing and intense price competition are often key determinants for which a qualified
contractor is awarded a job.
The offshore drilling industry is highly cyclical and is impacted by oil and natural gas price levels and volatility. Periods of high
customer demand, limited rig supply and high dayrates have been followed by periods of low customer demand, excess rig supply and low
dayrates. Changes in commodity prices can have a dramatic effect on rig demand, and periods of excess rig supply may intensify competition
in the industry and result in the idling of older and less technologically advanced equipment. We have idled and stacked rigs, and may in
the future idle or stack additional rigs or enter into lower dayrate drilling contracts in response to market conditions. Idled or stacked rigs
may remain out of service for extended periods of time. During prior periods of high dayrates and rig utilization rates, we and other industry
participants have responded to increased customer demand by increasing the supply of rigs through ordering the construction of new units.
The number of new units expected to be delivered without contracts, combined with the expected increase in the number of rigs in the global
market completing contracts and becoming idle, has increased and may further intensify price competition. In periods of low oil and natural
gas price levels, new construction has historically resulted in an oversupply of rigs and has caused a subsequent decline in dayrates and rig
utilization rates, sometimes for extended periods of time. Any further near-term increase in the construction of new units would likely
exacerbate the negative impact of increased supply on dayrates and rig utilization rates. Additional rigs that remain under construction, and
the entry into service of these new units will increase overall supply. In an oversupplied market, we may have limited bargaining power to
negotiate on more favorable terms. Additionally, lower market dayrates and intense price competition may drive customers to seek to
renegotiate existing contracts to lower dayrates in exchange for longer contract terms. Lower dayrates and rig utilization rates could
adversely affect our revenues and profitability.
As of February 14, 2020, we have 15 uncontracted rigs, and these rigs may remain out of service for extended periods of time.
We also have one rig under construction that has not been contracted for work. If we are unable to obtain drilling contracts for our
uncontracted rigs, whether due to a prolonged offshore drilling market recovery or otherwise, it may have an adverse effect on our results of
operations and cash flows.
OUR CURRENT BACKLOG OF CONTRACT DRILLING REVENUE MAY NOT BE FULLY REALIZED.
At February 14, 2020, our contract backlog was approximately $10.2 billion. This amount represents the number of days remaining
in the firm term of the drilling contract multiplied by the maximum contractual operating dayrate, excluding revenues for mobilization,
demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are generally insignificant to our contract
drilling revenues. Our contract backlog includes amounts associated with our contracted newbuild unit that is currently under construction.
The contractual operating dayrate may be higher than the actual dayrate we ultimately receive or an alternative contractual dayrate, such as
waiting on weather rate, repair rate, standby rate or force majeure rate, may apply under certain circumstances. The contractual operating
dayrate may also be higher than the actual dayrate we ultimately receive due to a number of factors, including rig downtime or suspension
of operations. Several factors could cause rig downtime or a suspension of operations, including: equipment breakdowns and other
unforeseen engineering problems, labor strikes and other work stoppages, shortages of material and skilled labor, surveys by government
and maritime authorities, periodic classification surveys, severe weather or harsh operating conditions, and force majeure events.
In certain drilling contracts, the dayrate may be reduced to zero if, for example, repairs extend beyond a stated period of time. Our
contract backlog includes only firm commitments, which are represented by signed drilling contracts or, in some cases, other definitive
agreements awaiting contract execution. We may not be able to realize the full amount of our contract backlog due to events beyond our
control. In addition, some of our customers have experienced liquidity issues in the past and these liquidity issues could be experienced
again if commodity prices decline for an extended period of time. Liquidity issues and other market pressures could lead our customers to
seek bankruptcy protection or to seek to repudiate, cancel or renegotiate these agreements for various reasons (see “—Our drilling contracts
may be terminated due to a number of events, and, during depressed market conditions, our customers may seek to repudiate or renegotiate
their contracts”). Our inability to realize the full amount of our contract backlog may have a material adverse effect on our consolidated
financial position, results of operations or cash flows.
WE MAY NOT BE ABLE TO RENEW OR OBTAIN NEW DRILLING CONTRACTS FOR RIGS WHOSE CONTRACTS ARE EXPIRING OR
OBTAIN DRILLING CONTRACTS FOR OUR STACKED AND IDLE RIGS OR OUR UNCONTRACTED NEWBUILD UNIT.
The offshore drilling markets in which we compete experience fluctuations in the demand for drilling services. Our ability to renew
expiring drilling contracts or obtain new drilling contracts depends on the prevailing or expected market conditions at the time of expiration.
As of February 14, 2020, we have 15 stacked or idle rigs and one rig under construction that does not have a customer drilling contract. We
also have 11 existing drilling contracts for our rigs that are currently operating, which are scheduled to expire before December 31, 2020.
We may be unable to obtain drilling contracts for our rigs that are currently operating upon the expiration or termination of such contracts or
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obtain a drilling contract for our uncontracted newbuild unit, and there may be a gap in the operation of the rigs between the current contracts
and subsequent contracts. When oil and natural gas prices are low or it is expected that such prices will decrease in the future, we may be
unable to obtain drilling contracts at attractive dayrates or at all. We may not be able to obtain new drilling contracts in direct continuation
with existing contracts or for our uncontracted newbuild unit, or depending on prevailing market conditions, we may enter into drilling contracts
at dayrates substantially below the existing dayrates or on terms otherwise less favorable compared to existing contract terms, which may
have an adverse effect on our consolidated financial position, results of operations or cash flows.
OUR DRILLING CONTRACTS MAY BE TERMINATED DUE TO A NUMBER OF EVENTS, AND, DURING DEPRESSED MARKET
CONDITIONS, OUR CUSTOMERS MAY SEEK TO REPUDIATE OR RENEGOTIATE THEIR CONTRACTS.
Certain of our drilling contracts with customers may be cancelable at the option of the customer upon payment of an early
termination payment. Such payments may not, however, fully compensate us for the loss of the contract. Drilling contracts also customarily
provide for either automatic termination or termination at the option of the customer, typically without the payment of any termination fee,
under various circumstances such as non-performance, as a result of significant downtime or impaired performance caused by equipment
or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are beyond our control. During
periods of depressed market conditions, we are subject to an increased risk of our customers seeking to repudiate their contracts, including
through claims of non-performance. We have experienced, and are at continued risk of experiencing, early contract terminations in a weak
commodity price environment as operators look to reduce their capital expenditures. Our customers’ ability to perform their obligations under
their drilling contracts, including their ability to fulfill their indemnity obligations to us, may also be negatively impacted by an economic
downturn. Our customers, which include national oil companies, often have significant bargaining leverage over us. If our customers cancel
some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are
suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated financial
position, results of operations or cash flows. See “Item 1. Business—Contract Drilling Services.”
WE MUST MAKE SUBSTANTIAL CAPITAL AND OPERATING EXPENDITURES TO MAINTAIN OUR ACTIVE FLEET OR TO
REACTIVATE OUR STACKED OR IDLE FLEET, AND WE MAY BE REQUIRED TO MAKE SIGNIFICANT CAPITAL EXPENDITURES TO
MAINTAIN OUR COMPETITIVENESS, TO EXECUTE OUR GROWTH PLAN AND TO COMPLY WITH LAWS AND APPLICABLE
REGULATIONS AND STANDARDS OF GOVERNMENTAL AUTHORITIES AND ORGANIZATIONS.
We must make substantial capital and operating expenditures to maintain our active fleet or to reactivate our stacked or idle fleet.
These expenditures could increase as a result of changes in the cost of labor and materials, requirements of customers, the size of our fleet,
the cost of replacement parts for existing rigs, the geographic location of the rigs and the length of drilling contracts. Changes in offshore
drilling technology, customer requirements for new or upgraded equipment and competition within our industry may require us to make
significant capital expenditures in order to maintain our competitiveness and to execute our growth plan. Changes in governmental
regulations, including environmental requirements, and changes in safety or other equipment standards, as well as compliance with
standards imposed by maritime self-regulatory organizations, may cause our capital expenditures to increase or require us to make additional
unforeseen capital expenditures. As a result of these factors, we may be required to take our rigs out of service for extended periods of time,
with corresponding losses of revenues, in order to make such alterations or to add such equipment. In the future, market conditions may
not justify these expenditures or enable us to operate our older rigs profitably during the remainder of their economic lives.
If we are unable to fund capital expenditures with our cash flows from operations or proceeds from sales of non-strategic assets,
we may be required to either incur additional borrowings or raise capital through the sale of debt or equity securities. Our ability to access
the capital markets may be limited by our financial condition at the time, perceptions of us or our industry, by changes in laws and regulations
or interpretation thereof and by adverse market conditions resulting from, among other things, general economic conditions and
contingencies and uncertainties that are beyond our control. If we raise funds by issuing equity securities, existing shareholders may
experience dilution. Our failure to obtain the funds for necessary future capital expenditures could have a material adverse effect on our
business and on our consolidated financial position, results of operations and cash flows.
WE HAVE A SUBSTANTIAL AMOUNT OF DEBT, INCLUDING SECURED DEBT, AND WE MAY LOSE THE ABILITY TO OBTAIN
FUTURE FINANCING AND SUFFER COMPETITIVE DISADVANTAGES.
At December 31, 2019 and 2018, our total debt was $9.3 billion and $10.0 billion, respectively, of which $3.3 billion and $2.6 billion,
respectively, was secured. We have a bank credit agreement, as amended, that established a $1.3 billion secured revolving credit facility
(the “Secured Credit Facility”), which is currently undrawn, the borrowings under which would also be secured. This substantial level of debt
and other obligations could have significant adverse consequences on our business and future prospects, including the following:
we may be unable to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements,
distributions, share repurchases, or other purposes;
we may be unable to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds
to service the debt;
we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly
given our substantial indebtedness, some of which bears interest at variable rates;
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we may be unable to meet financial ratios in the agreements governing certain of our debt and finance lease or satisfy certain other
conditions included in our debt agreements, which could result in our inability to meet requirements for borrowings under our credit
agreement or a default under these agreements, impose restrictions with respect to our access to certain of our capital, and trigger cross
default provisions in our other debt instruments;
if we default under the terms of our secured financing arrangements, the secured debtholders may, among other things, foreclose on the
collateral securing the debt, including the applicable drilling units; and
we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than
our less levered competitors.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Sources and uses of liquidity.”
CREDIT RATING AGENCIES HAVE RATED OUR DEBT BELOW INVESTMENT GRADE, WHICH COULD LIMIT OUR ACCESS TO
CAPITAL AND HAVE AN ADVERSE EFFECT ON OUR BUSINESS AND FINANCIAL CONDITION.
Our non-credit enhanced senior unsecured long-term debt (our “Debt Rating”) has been rated below investment grade. Our Debt
Ratings could have adverse consequences for our business and future prospects and could cause the following:
limitations on our ability to access debt markets, including for the purpose of refinancing our existing debt or replacing our Secured Credit
Facility;
less favorable terms and conditions on any refinancing arrangements, debt issuances or bank credit agreements, some of which could
require collateral and restrict, among other things, our ability to pay distributions or repurchase shares;
increases to certain fees under our Secured Credit Facility and interest rates under indentures governing certain of our senior notes;
reduced willingness of current and prospective customers to transact business with us;
requirements from creditors or customers for additional insurance, guarantees and collateral;
limitations on our access to bank and third-party guarantees, surety bonds and letters of credit; and
reductions to or eliminations of the level of credit suppliers and financial institutions may provide through payment terms or intraday funding
when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt balances.
Our Debt Ratings have caused some of the effects listed above, and any further downgrades may cause or exacerbate, any of the
effects listed above and could have an adverse effect on our business and financial condition.
WE RELY HEAVILY ON A RELATIVELY SMALL NUMBER OF CUSTOMERS AND THE LOSS OF A SIGNIFICANT CUSTOMER OR A
DISPUTE THAT LEADS TO THE LOSS OF A CUSTOMER COULD HAVE AN ADVERSE EFFECT ON OUR CONSOLIDATED
FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS.
We engage in offshore drilling services for most of the leading integrated oil companies or their affiliates, as well as for many
government-owned or government-controlled oil companies and other independent oil companies. For the year ended December 31, 2019,
our most significant customers were Shell, Equinor and Chevron, accounting for approximately 26 percent, 21 percent and 17 percent,
respectively, of our total contract drilling revenues. As of February 14, 2020, the customers with the most significant aggregate amount of
contract backlog were Shell, Equinor and Chevron, representing approximately 49 percent, 26 percent and 13 percent, respectively, of our
total contract backlog. The loss of any of these customers or another significant customer, or a decline in payments under any of our drilling
contracts, could, at least in the short term, have an adverse effect on our business and on our consolidated financial position, results of
operations or cash flows.
In addition, our drilling contracts subject us to counterparty risks. The ability of each of our counterparties to perform its obligations
under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general
economic conditions, the condition of the offshore drilling industry, prevailing prices for oil and natural gas, the overall financial condition of
the counterparty, the dayrates received and the level of expenditures necessary to maintain drilling activities. In addition, in depressed
market conditions, such as we are currently experiencing, our customers may no longer need a drilling rig that is currently under contract or
may be able to obtain a comparable drilling rig at a lower dayrate. Should a counterparty fail to honor its obligations under an agreement
with us, we could sustain losses, which could have an adverse effect on our business and on our consolidated financial position, results of
operations or cash flows.
WORLDWIDE FINANCIAL, ECONOMIC AND POLITICAL CONDITIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
CONSOLIDATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS.
Worldwide financial and economic conditions could restrict our ability to access the capital markets at a time when we would like,
or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions.
Worldwide economic conditions have in the past impacted, and could in the future impact, the lenders participating in our credit facilities and
our customers, causing them to fail to meet their obligations to us. If economic conditions preclude or limit financing from banking institutions
participating in our credit facilities, we may not be able to obtain similar financing from other institutions. A slowdown in economic activity
could further reduce worldwide demand for energy and extend or worsen the current period of low oil and natural gas prices. These potential
developments, or market perceptions concerning these and related issues, could affect our consolidated financial position, results of
operations or cash flows. In addition, turmoil and hostilities in the Middle East, North Africa and other geographic areas and countries are
adding to overall risk. An extended period of negative outlook for the world economy could further reduce the overall demand for oil and
natural gas and for our services. A further decline in oil and natural gas prices or an extension of the current low oil and natural gas prices
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could reduce demand for our drilling services and have a material adverse effect on our consolidated financial position, results of operations
or cash flows.
PUBLIC HEALTH THREATS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.
Public health threats, such as severe influenza, coronaviruses and other highly communicable viruses or diseases, outbreaks of
which have already occurred in various parts of the world in which we operate, could adversely impact our operations, the operations of our
customers and the global economy, including the worldwide demand for hydrocarbons and the level of demand for our services. The
quarantine of personnel or inability to access our offices or rigs could adversely affect our operations. Travel restrictions or operational
problems in any part of the world in which we operate, or any reduction in the demand for drilling services caused by public health threats in
the future, may materially impact our operations and have an adverse effect on our results of operations.
OUR OPERATING AND MAINTENANCE COSTS WILL NOT NECESSARILY FLUCTUATE IN PROPORTION TO CHANGES IN OUR
OPERATING REVENUES.
Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in our operating revenues. Costs for
operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should our rigs incur unplanned
downtime while on contract or idle time between drilling contracts, we will not always reduce the staff on those rigs because we could use
the crew to prepare the rig for its next contract. During times of reduced activity, reductions in costs may not be immediate because portions
of the crew may be required to prepare rigs for stacking, after which time the crew members may be reassigned to active rigs or released.
As our rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly.
In general, labor costs increase primarily due to higher salary levels and inflation. Equipment maintenance costs fluctuate depending upon
the type of activity the unit is performing and the age and condition of the equipment, and these costs could increase for short or extended
periods as a result of regulatory or customer requirements that raise maintenance standards above historical levels. The amount of contract
preparation and reactivation costs vary based on the scope and length of the contract preparation or reactivation project, and the recognition
of such costs varies depending on the duration of the firm contractual period and other contract terms.
OUR SHIPYARD PROJECTS AND OPERATIONS ARE SUBJECT TO DELAYS AND COST OVERRUNS.
As of February 14, 2020, we had under construction two ultra-deepwater drillships. We also have a variety of other more limited
shipyard projects at any given time. These shipyard projects are subject to the risks of delay or cost overruns inherent in any such
construction project resulting from numerous factors, including the following:
shipyard availability, failures and difficulties;
shortages of equipment, materials or skilled labor;
unscheduled delays in the delivery of ordered materials and equipment;
design and engineering problems, including those relating to the commissioning of newly designed equipment;
latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
unanticipated actual or purported change orders;
disputes with shipyards and suppliers;
failure or delayed deliveries of significant parts or equipment due to supplier shortages, constraints, disruption or quality issues;
availability of suppliers to recertify equipment for enhanced regulations;
strikes, labor disputes and work stoppages;
customer acceptance delays;
adverse weather conditions, including damage caused by such conditions;
terrorist acts, war, piracy and civil unrest;
unanticipated cost increases; and
difficulty in obtaining necessary permits or approvals.
These factors may contribute to cost variations and delays in the delivery of our newbuild units and other rigs undergoing shipyard
projects. Cost variations may result in, among other things, disputes with the shipyards that construct our drilling units. In addition, delayed
delivery of our newbuild units or other rigs undergoing shipyard projects would impact contract commencement, resulting in a loss of revenues
we could earn, and may also cause customers to terminate or shorten the term of the drilling contract for the rig pursuant to applicable late
delivery clauses. In the event of termination of any of these drilling contracts, we may not be able to secure a replacement contract on as
favorable terms, if at all.
Our operations also rely on a significant supply of capital and consumable spare parts and equipment to maintain and repair our
fleet. We also rely on the supply of ancillary services, including supply boats and helicopters. Our reliance on our suppliers, manufacturers
and service providers to secure equipment, parts, components and sub-systems used in our operations exposes us to volatility in the quality,
prices and availability of such items. Certain parts and equipment that we use in our operations may be available only from a small number
of suppliers, manufacturers or service providers, or in some cases must be sourced through a single supplier, manufacturer or service
provider. A disruption in the deliveries from our suppliers, manufacturers or service providers, capacity constraints, production disruptions,
price increases, quality control issues, recalls or other decreased availability of parts and equipment or ancillary services could adversely
affect our ability to meet our commitments to customers, adversely impact our operations, increase our operating costs and result in increases
in rig downtime and delays in the repair and maintenance of our fleet.
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IMPACT OF OUR COMPLIANCE WITH OR BREACH OF ENVIRONMENTAL LAWS CAN BE COSTLY, EXPOSE US TO LIABILITY AND
COULD LIMIT OUR OPERATIONS.
Our business in the offshore drilling industry is affected by laws and regulations relating to the energy industry and the environment,
including international conventions and treaties, and regional, national, state, and local laws and regulations. The offshore drilling industry
depends on demand for services from the oil and gas exploration and production industry, and, accordingly, we are directly affected by the
adoption of laws and regulations that, for economic, environmental or other policy reasons, curtail or delay exploration and development
drilling for oil and gas. Offshore drilling in certain areas has been curtailed and, in certain cases, prohibited because of concerns over
protection of the environment. A decrease in demand for offshore drilling services due to regulatory restrictions or environmental concerns
could have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, compliance with
environmental laws, regulations and standards, where applicable, may require us to make significant capital expenditures, such as the
installation of costly equipment or implementation of operational changes, and may affect the resale values or useful lives of our rigs. We
may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs
relating to air emissions, including greenhouse gases, the management of ballast waters, maintenance and inspection, development and
implementation of emergency procedures and maintenance of insurance coverage or other financial assurance of our ability to address
pollution incidents. These costs could have a material adverse effect on our consolidated financial position, results of operations or cash
flows. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the
suspension or termination of our operations.
To the extent new laws are enacted, existing laws are changed or other governmental actions are taken that prohibit or restrict
offshore drilling or impose additional environmental protection requirements that result in increased costs to the oil and gas industry, in
general, or the offshore drilling industry, in particular, our business or prospects could be materially adversely affected. The operation of our
drilling rigs will require certain governmental approvals, some of which may involve public hearings and costly undertakings on our part. We
may not obtain such approvals or such approvals may not be obtained in a timely manner. If we fail to timely secure the necessary
governmental approvals or permits, our customers may have the right to terminate or seek to renegotiate their drilling contracts to our
detriment. The amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further
regulating exploratory or development drilling or production of oil and gas and compliance with any such new or amended legislation or
regulations could have an adverse effect on our business or on our consolidated financial position, results of operations or cash flows.
As a contract driller with operations in certain offshore areas, we may be liable for damages and costs incurred in connection with
oil spills or disposal of wastes related to those operations, and we may also be subject to significant fines and other liabilities in connection
with spills. For example, an oil spill could result in significant liability, including fines, penalties and criminal liability and remediation,
restoration or compensation costs for environmental or natural resource damages, as well as third-party damages, to the extent that the
contractual indemnification provisions in our drilling contracts are not enforceable or otherwise sufficient, or if our customers are unwilling or
unable to contractually indemnify us against these risks. Additionally, we may not be able to obtain such indemnities in our future drilling
contracts, and our customers may not have the financial capability to fulfill their contractual obligations to us. Also, these indemnities may
be held to be unenforceable in certain jurisdictions, as a result of public policy or for other reasons. Laws and regulations protecting the
environment have become more stringent in recent years, and may in some cases impose strict liability on facility or vessel owners or
operators, rendering a person liable for environmental damage without regard to negligence. These laws and regulations may expose us to
liability for the conduct of, or conditions caused by, others or for acts that were in compliance with all applicable laws at the time they were
performed. The application of these requirements or the adoption of new requirements or measures could have an adverse effect on our
consolidated financial position, results of operations or cash flows.
THE GLOBAL NATURE OF OUR OPERATIONS INVOLVES ADDITIONAL RISKS.
We operate in various regions throughout the world, which may expose us to political and other uncertainties, including risks of:
terrorist acts, war, piracy and civil unrest;
seizure, expropriation or nationalization of our equipment;
expropriation or nationalization of our customers’ property;
repudiation or nationalization of contracts;
imposition of trade or immigration barriers;
import-export quotas;
wage and price controls;
changes in law and regulatory requirements, including changes in interpretation and enforcement;
involvement in judicial proceedings in unfavorable jurisdictions;
damage to our equipment or violence directed at our employees, including kidnappings;
complications associated with supplying, repairing and replacing equipment in remote locations;
the inability to move income or capital; and
currency exchange fluctuations and currency exchange restrictions, including exchange or similar controls that may limit our ability to convert
local currency into U.S. dollars and transfer funds out of a local jurisdiction.
Our non-U.S. contract drilling operations are subject to various laws and regulations in certain countries in which we operate,
including laws and regulations relating to the import and export, equipment and operation of drilling units, currency conversions and
repatriation, oil and gas exploration and development, taxation and social contributions of offshore earnings and earnings of expatriate
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personnel. We are also subject to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and other U.S. and non-U.S.
laws and regulations governing our international operations. In addition, various state and municipal governments, universities and other
investors have proposed or adopted divestment and other initiatives regarding investments including, with respect to state governments, by
state retirement systems in companies that do business with countries that have been designated as state sponsors of terrorism by the U.S.
State Department. Failure to comply with applicable laws and regulations, including those relating to sanctions and export restrictions, may
subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets. Investors
could view any potential violations of OFAC regulations negatively, which could adversely affect our reputation and the market for our shares.
Governments in some countries have become increasingly active in regulating and controlling the ownership of concessions and
companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries, including
local content requirements for participating in tenders for certain drilling contracts. Many governments favor or effectively require the
awarding of drilling contracts to local contractors or require nonlocal contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction or require use of a local agent. In addition, government action, including initiatives by OPEC, may continue to cause oil or gas
price volatility. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development
work by major oil companies and may continue to do so.
Certain of our drilling contracts are partially payable in local currency. The amounts, if any, of local currency received under these
drilling contracts may exceed our local currency needs, leading to an accumulation of excess local currency balances, which, in certain
instances, may be subject to either temporary blocking or other difficulties converting to U.S. dollars, our functional currency, or to other
currencies in which we operate. Excess amounts of local currency may be exposed to the risk of currency exchange losses.
The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations.
Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover,
many countries, including the U.S., control the import and export of certain goods, services and technology and impose related import and
export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and
other entities that may restrict or prohibit transactions involving such countries, persons and entities, and we are also subject to the U.S.
anti-boycott law.
The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and
economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted
in a manner materially impacting our operations. Ongoing economic challenges may increase some governments’ efforts to enact, enforce,
amend or interpret laws and regulations as a method to increase revenue. Shipments can be delayed and denied import or export for a
variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and
regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime.
Our ability to operate worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel
in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate
may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits.
If we are not able to obtain visas and work permits for the employees we need to conduct our operations on a timely basis, we might not be
able to perform our obligations under our drilling contracts, which could allow our customers to cancel the contracts. If our customers cancel
some of our drilling contracts, and we are unable to secure new drilling contracts on a timely basis and on substantially similar terms, it could
have a material adverse effect on our business and on our consolidated financial position, results of operations or cash flows.
OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND OUR INSURANCE AND INDEMNITIES FROM OUR
CUSTOMERS MAY NOT BE ADEQUATE TO COVER POTENTIAL LOSSES FROM OUR OPERATIONS.
Our operations are subject to the usual hazards inherent in the drilling of oil and gas wells, such as, blowouts, reservoir damage,
loss of production, loss of well control, lost or stuck drill strings, equipment defects, craterings, fires, explosions and pollution. Contract
drilling requires the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees,
customers and other parties. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and
equipment, pollution or environmental or natural resource damage, claims by third parties or customers and suspension of operations. Our
offshore fleet is also subject to hazards inherent in marine operations, either while on site or during mobilization, such as capsizing, sinking,
grounding, collision, piracy, damage from severe weather and marine life infestations.
The South China Sea, the Northwest Coast of Australia and the U.S. Gulf of Mexico are areas subject to typhoons, hurricanes or
other extreme weather conditions on a relatively frequent basis, and our drilling rigs in these regions may be exposed to damage or total loss
by these storms, some of which may not be covered by insurance. The occurrence of these events could result in the suspension of drilling
operations, damage to or destruction of the equipment involved and injury to or death of rig personnel. Some experts believe global climate
change could increase the frequency and severity of these extreme weather conditions. Operations may also be suspended because of
machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services, or personnel shortages.
We customarily provide contract indemnity to our customers for certain claims that could be asserted by us relating to damage to or loss of
our equipment, including rigs, and claims that could be asserted by us or our employees relating to personal injury or loss of life.
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Damage to the environment or natural resources could also result from our operations, particularly through spillage of
hydrocarbons, fuel, lubricants or other chemicals and substances used in drilling operations, or extensive uncontrolled fires. We may also
be subject to property damage, environmental indemnity and other claims by oil and natural gas companies or other third parties. Drilling
involves certain risks associated with the loss of control of a well, such as blowout, cratering, the cost to regain control of or redrill the well
and remediation of associated pollution. Our customers may be unable or unwilling to indemnify us against such risks. In addition, a court
may decide that certain indemnities in our current or future drilling contracts are not enforceable. The law generally considers contractual
indemnity for criminal fines and penalties to be against public policy, and the enforceability of an indemnity as to other matters may be limited.
Our insurance policies and drilling contracts contain rights to indemnity that may not adequately cover our losses, and we do not
have insurance coverage or rights to indemnity for all risks. We have two main types of insurance coverage: (1) hull and machinery coverage
for physical damage to our property and equipment and (2) excess liability coverage, which generally covers offshore risks, such as personal
injury, third-party property claims, and third-party non-crew claims, including wreck removal and pollution. We generally have no hull and
machinery insurance coverage for damages caused by named storms in the U.S. Gulf of Mexico. We maintain per occurrence deductibles
that generally range up to $10 million for various third-party liabilities, and we self-insure $50 million of the $750 million excess liability
coverage through our wholly owned captive insurance company. We also retain the risk for any liability that exceeds our excess liability
coverage. However, pollution and environmental risks generally are not completely insurable.
If a significant accident or other event occurs that is not fully covered by our insurance or by an enforceable or recoverable
indemnity, the occurrence could adversely affect our consolidated financial position, results of operations or cash flows. The amount of our
insurance may also be less than the related impact on enterprise value after a loss. Our insurance coverage will not in all situations provide
sufficient funds to protect us from all liabilities that could result from our drilling operations. Our coverage includes annual aggregate policy
limits. As a result, we generally retain the risk for any losses in excess of these limits. We generally do not carry insurance for loss of
revenue, and certain other claims may also not be reimbursed by insurance carriers. Any such lack of reimbursement may cause us to incur
substantial costs. In addition, we could decide to retain more risk in the future, resulting in higher risk of losses, which could be material.
Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable or be able to obtain
insurance against certain risks.
THE CONTINUING EFFECTS OF THE ENHANCED REGULATIONS ENACTED IN THE PAST DECADE COULD HAVE AN ADVERSE
EFFECT ON OUR BUSINESS AND WORLDWIDE OPERATIONS.
In the last decade, enhanced governmental safety and environmental requirements applicable to our operations were adopted by
U.S. federal agencies for drilling in the U.S. Gulf of Mexico. In order to obtain drilling permits, operators must submit applications that
demonstrate compliance with the enhanced regulations, which require independent third-party inspections, certification of well design and
well control equipment and emergency response plans in the event of a blowout, among other requirements. Operators have had, and may
in the future have, difficulties obtaining drilling permits in the U.S. Gulf of Mexico. In addition, the oil and gas industry has adopted new
equipment and operating standards, such as the American Petroleum Institute Standard 53, related to the installation and testing of well
control equipment. These safety and environmental guidelines and standards and any new guidelines or standards the U.S. government or
industry may issue or any other steps the U.S. government or industry may take, could disrupt or delay operations, increase the cost of
operations, increase out-of-service time or reduce the area of operations for drilling rigs in the U.S. and non-U.S. offshore areas.
Other governments could take actions similar to those implemented by the U.S. related to implementing new safety and
environmental regulations in the future. Additionally, some of our customers have elected to voluntarily comply with some or all of the
non-mandatory inspections, certification requirements and safety and environmental guidelines on rigs operating outside of the U.S. Gulf of
Mexico. Additional U.S. and other governmental regulations and requirements concerning licensing, taxation, equipment specifications and
training requirements or the voluntary adoption of such requirements or guidelines by our customers could increase the costs of our
operations, increase certification and permitting requirements, increase review periods and impose increased liability on offshore operations.
The continuing effects of the enhanced regulations may also decrease the demand for drilling services, negatively affect dayrates and
increase out-of-service time, which could ultimately have an adverse effect on our revenues and profitability.
CORPORATE RESTRUCTURING ACTIVITY, DIVESTITURES, ACQUISITIONS AND OTHER BUSINESS COMBINATIONS AND
REORGANIZATIONS COULD ADVERSELY AFFECT OUR ABILITY TO ACHIEVE OUR STRATEGIC GOALS.
We have undertaken and continue to seek appropriate opportunities for restructuring our organization and engaging in strategic
divestitures, acquisitions and other business combinations in order to optimize our fleet and strengthen our competitiveness. We face risks
arising from these activities, which could adversely affect our ability to achieve our strategic goals, such as the following:
we may be unable to realize the growth or investment opportunities, improvement of our financial position and other expected benefits by
these activities in the expected time period or at all;
transactions may not be completed as scheduled or at all due to legal or regulatory requirements, market conditions or contractual and
other conditions to which such transactions are subject;
unanticipated adverse consequences could arise in the integration or separation processes, including unanticipated restructuring or
separation costs and liabilities, as well as delays or other difficulties in transitioning, coordinating, consolidating, replacing and integrating
personnel, information and management systems, and customer products and services; and
the diversion of management and key employees' attention may detract from our ability to increase revenues and minimize costs.
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FAILURE TO RECRUIT AND RETAIN KEY PERSONNEL COULD HURT OUR OPERATIONS.
We depend on the continuing efforts of key members of our management, as well as other highly skilled personnel, to operate and
provide technical services and support for our business worldwide. Historically, competition for the personnel required for drilling operations
has intensified as the number of rigs activated, added to worldwide fleets or under construction increased, leading to shortages of qualified
personnel in the industry and creating upward pressure on wages and higher turnover. We may experience a reduction in the experience
level of our personnel as a result of any increased turnover and ongoing staff reduction initiatives, which could lead to higher downtime and
more operating incidents, which in turn could decrease revenues and increase costs. If increased competition for qualified personnel were
to intensify in the future we may experience increases in costs or limits on operations.
OUR LABOR COSTS AND THE OPERATING RESTRICTIONS UNDER WHICH WE OPERATE COULD INCREASE AS A RESULT OF
COLLECTIVE BARGAINING NEGOTIATIONS AND CHANGES IN LABOR LAWS AND REGULATIONS.
Approximately 47 percent of our total workforce, primarily employed in Norway, Brazil, the U.K., Angola and Australia 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. These negotiations sometimes result in strikes and could result in higher personnel expenses, other increased
costs or increased operational restrictions as the outcome of such negotiations affect the market for all offshore employees, not just the union
members. Legislation has been introduced in the U.S. Congress that could encourage additional unionization efforts in the U.S., as well as
increase the chances that such efforts succeed. Additional unionization efforts, if successful, new collective bargaining agreements or work
stoppages could materially increase our labor costs and operating restrictions.
FAILURE TO COMPLY WITH ANTI-BRIBERY STATUTES, SUCH AS THE U.S. FOREIGN CORRUPT PRACTICES ACT AND THE U.K.
BRIBERY ACT 2010, COULD RESULT IN FINES, CRIMINAL PENALTIES, DRILLING CONTRACT TERMINATIONS AND AN ADVERSE
EFFECT ON OUR BUSINESS.
The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar anti-bribery laws in other
jurisdictions, generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining
business. We operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances, strict
compliance with anti-bribery laws may conflict with local customs and practices. If we are found to be liable for violations under the FCPA,
the Bribery Act or other similar laws, either due to our acts or omissions or due to the acts or omissions of others, including our partners in
our various joint ventures and of the current or former officers or directors of any companies we have acquired, we could suffer from civil and
criminal penalties or other sanctions, which could have a material adverse effect on our business or our consolidated financial position and
results of operations. In addition, investors could negatively view potential violations, inquiries or allegations of misconduct under the FCPA,
the Bribery Act or similar laws, which could adversely affect our reputation and the market for our shares.
We could also face fines, sanctions and other penalties from authorities in relevant jurisdictions, including prohibition of our
participating in or curtailment of business operations in those jurisdictions and the seizure of rigs or other assets. Additionally, our business
and results of operations could be adversely affected as a result of claims by customers, agents, shareholders, debt holders, other interest
holders, current or former employees or other constituents of our company who, in connection with alleged or actual noncompliance with
antibribery and related laws, may seek to impose penalties, seek remedies, terminate drilling contracts or take other actions adverse to our
interests. Our business and results of operations may be adversely affected if we are required to dedicate significant time and resources to
investigate and resolve allegations of misconduct, regardless of the merit of such allegations. Further, disclosure of the subject matter of
any investigation could adversely affect our reputation and our ability to obtain new business with potential customers, to retain existing
business with our current customers, to attract and retain employees and to access the capital markets.
REGULATORY AND VARIOUS OTHER RISKS ASSOCIATED WITH GREENHOUSE GASES AND CLIMATE CHANGE COULD HAVE
A NEGATIVE IMPACT ON OUR BUSINESS.
Scientific studies have suggested that emissions of certain gases, including greenhouse gases, such as carbon dioxide and
methane, contribute to warming of the earth’s atmosphere and other climatic changes. In response to such studies, the issue of climate
change and the effect of greenhouse gas emissions, in particular emissions from fossil fuels, is attracting increasing attention worldwide.
For example, in December 2015, 195 nations adopted, by consensus, the Paris Agreement, which went into effect in November 2016. The
Paris Agreement aims to limit increases in global temperatures to well below two degrees Celsius. While the greenhouse gas emission
reductions called for by the Paris Agreement are not binding and the U.S. has initiated the process to withdraw from the agreement, we
expect continued and increased attention to climate change. This attention has led, and we expect it to continue to lead, to additional
regulations designed to reduce greenhouse gas emissions domestically and internationally. Such attention could also result in other adverse
impacts for the oil and gas industry, including further restrictions or bans imposed by lawmakers, lawsuits by governments or third-parties
seeking recoveries for damages resulting from the combustion of fuels that may contribute to climate change effects, or reduced interest
from investors if they elect in the future to shift some or all of their investments to non-energy related sectors. To the extent financial markets
view climate change and greenhouse emissions as a financial risk, this could negatively impact our cost of or access to capital. Because
our business depends on the level of activity in the oil and gas industry, existing or future laws, regulations, treaties or international
agreements related to greenhouse gases and climate change, or related political, litigation or financial risks, including incentives to conserve
energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international
agreements reduce the worldwide demand for oil and gas or limit drilling opportunities. In addition, such laws, regulations, treaties or
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international agreements or related risks could result in increased compliance costs or additional operating restrictions, which may have an
adverse effect on our business. Further, some experts believe global climate change could increase the frequency and severity of extreme
weather conditions, the impacts of which could interfere with our operations, cause damage to our equipment as well as cause other financial
and operational impacts, including those that could result from any impact of such conditions on our customers.
WE ARE SUBJECT TO INVESTIGATIONS AND LITIGATION THAT, IF NOT RESOLVED IN OUR FAVOR AND NOT SUFFICIENTLY
INSURED AGAINST, COULD HAVE A MATERIAL ADVERSE EFFECT ON US.
We are subject to a variety of disputes, investigations and litigation. Certain of our subsidiaries are subject to and have been
involved in litigation with certain of our customers and other constituents. Certain of our subsidiaries are named as defendants in numerous
lawsuits alleging personal grievances or injury, including as a result of exposure to asbestos or toxic fumes or resulting from other
occupational diseases, such as silicosis, and various other medical issues that can remain undiscovered for a considerable amount of time.
Some of these subsidiaries that have been put on notice of potential liabilities have no assets. Certain subsidiaries are subject to litigation
relating to environmental damage. Our patent for dual-activity technology has been successfully challenged in certain jurisdictions. We are
also subject to a number of significant tax disputes. We cannot predict the outcome of the investigations and cases involving the Company
or our subsidiaries or the potential costs to resolve them. Insurance may not be applicable or sufficient in all cases, insurers may not remain
solvent and policies may not be located. Suits against non-asset-owning subsidiaries have and may in the future give rise to alter ego or
successor-in-interest claims against us and our asset-owning subsidiaries to the extent a subsidiary is unable to pay a claim or insurance is
not available or sufficient to cover the claims. To the extent that one or more pending or future investigations or litigation matters is not
resolved in our favor and is not covered by insurance, which could have an adverse effect on our financial position, results of operations or
cash flows.
OUR INFORMATION TECHNOLOGY SYSTEMS ARE SUBJECT TO CYBERSECURITY RISKS AND THREATS.
We depend on digital technologies to conduct our offshore and onshore operations, to collect payments from customers and to
pay vendors and employees. Our data protection measures and measures taken by our customers and vendors may not prevent
unauthorized access of information technology systems. Threats to our information technology systems, and the systems of our customers
and vendors, associated with cybersecurity risks and cyber-incidents or attacks continue to grow. Threats to our systems and our customers’
and vendors’ systems may derive from human error, fraud or malice on the part of employees or third parties, or may result from accidental
technological failure. In addition, breaches to our systems and systems of our customers and vendors could go unnoticed for some period
of time. Risks associated with these threats include disruptions of certain systems on our rigs; other impairments of our ability to conduct
our operations; loss of intellectual property, proprietary information or customer and vendor data; disruption of our customers’ and vendors’
operations; misappropriation of assets; loss or damage to our customer and vendor data delivery systems; and increased costs to prevent,
respond to or mitigate cybersecurity events. If such a cyber-incident were to occur, it could have a material adverse effect on our business
or on our consolidated financial position, results of operations or cash flows.
In addition, new laws and regulations governing data privacy and the unauthorized disclosure of confidential information, including
the European Union General Data Protection Regulation and recent California legislation, pose increasingly complex compliance challenges
and potentially elevate our costs. Any failure by us to comply with these laws and regulations, including as a result of a security or privacy
breach, could result in significant penalties and liabilities for us. Additionally, if we acquire a company that has violated or is not in compliance
with applicable data protection laws, we may incur significant liabilities and penalties as a result.
ACTS OF TERRORISM, PIRACY AND POLITICAL AND SOCIAL UNREST COULD AFFECT THE MARKETS FOR DRILLING SERVICES,
WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS.
Acts of terrorism and social unrest, brought about by world political events or otherwise, have caused instability in the world’s
financial and insurance markets in the past and may occur in the future. Such acts could be directed against companies such as ours. In
addition, acts of terrorism, piracy and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect
the markets for drilling services. Insurance premiums could increase and coverage may be unavailable in the future. Government regulations
may effectively preclude us from engaging in business activities in certain countries. These regulations could be amended to cover countries
where we currently operate or where we may wish to operate in the future. Our drilling contracts do not generally provide indemnification
against loss of capital assets or loss of revenues resulting from acts of terrorism, piracy or political or social unrest. We have limited insurance
for our assets providing coverage for physical damage losses resulting from certain risks, such as terrorist acts, piracy, vandalism, sabotage,
civil unrest, expropriation and acts of war, and we do not carry insurance for loss of revenues resulting from such risks.
WE MAY NOT REALIZE THE ANTICIPATED BENEFITS OF OUR ACQUISITIONS.
There is a risk that some or all of the expected benefits of our acquisitions may fail to materialize, or may not occur within the time
periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including
the strength or weakness of the economy and competitive factors in the areas where we do business, the effects of competition in the markets
in which we operate, and the impact of changes in the laws and regulations regulating the offshore drilling industry or affecting domestic or
foreign operations. The continued success of the acquisitions, including anticipated benefits and cost savings, will depend, in part, on our
ability to successfully market the assets of each of these companies in a manner that results in various benefits, including, among other
things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in
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decreased revenues. Although we expect that the further elimination of duplicative costs, as well as the realization of additional efficiencies
related to the integration of the businesses, should allow us to further offset integration-related costs over time, this additional net benefit
may not be achieved in the near term, or at all. These costs, as well as other unanticipated costs and expenses, could have an adverse
effect on our consolidated financial position, operating results and cash flows. Failure to realize the anticipated further benefits of the
acquisitions may impact the financial performance of the combined company.
OTHER RISKS
WE HAVE SIGNIFICANT CARRYING AMOUNTS OF LONG-LIVED ASSETS THAT ARE SUBJECT TO IMPAIRMENT TESTING.
At December 31, 2019, the carrying amount of our property and equipment was $18.8 billion, representing 78 percent of our total
assets. In accordance with our accounting policies, we review our property and equipment for impairment when events or changes in
circumstances indicate that carrying amounts of our assets held and used may not be recoverable. We also review the carrying amounts of
assets at the time that we classify such assets as held for sale. In each of the years ended December 31, 2019, 2018 and 2017, we
recognized an aggregate loss of $578 million, $999 million and $1.4 billion, respectively, associated with the impairment of certain assets
that we determined were impaired at the time the assets were classified as held for sale. In the year ended December 31, 2017, we also
recognized an aggregate loss of $94 million associated with the impairment of our midwater floater asset group. Future expectations of
lower dayrates or rig utilization rates or a significant change to the composition of one or more of our asset groups could result in the
recognition of additional losses on impairment of our long-lived asset groups if future cash flow expectations, based on information available
to management at the time of measurement, indicate that the carrying amount of our asset groups may be impaired.
A CHANGE IN TAX LAWS, TREATIES OR REGULATIONS, OR THEIR INTERPRETATION, OF ANY COUNTRY IN WHICH WE HAVE
OPERATIONS, ARE INCORPORATED OR ARE RESIDENT COULD RESULT IN A HIGHER EFFECTIVE TAX RATE ON OUR
WORLDWIDE EARNINGS, WHICH COULD RESULT IN A SIGNIFICANT ADVERSE EFFECT ON OUR EARNINGS AND CASH FLOWS
FROM OPERATIONS.
We are subject to changes in applicable tax laws, treaties or regulations in the jurisdictions in which we operate and earn income,
and such changes could include laws or policies directed toward companies organized in jurisdictions with low tax rates. A material change
in the tax laws, treaties or regulations, or their interpretation or application, of or by any country in which we have significant operations, or
in which we are incorporated or resident, could result in a higher effective tax rate on our worldwide earnings and such change could be
significant to our financial results. Switzerland, for example, has been carefully considering various tax reform proposals in response to
certain guidance from and demands by the European Union (the “EU”) and the Organization for Economic Co-operation and Development
(the “OECD”) and has enacted a substantial tax reform effective January 2020. Similarly, the OECD issued its action plan of tax reform
measures that called for member states to take action to prevent base erosion and profit shifting. Some of these measures impact transfer
pricing, requirements to qualify for tax treaty benefits, and the definition of permanent establishments depending on each jurisdiction’s
adoption and interpretation of such proposals. Respective countries have adopted various measures into their own tax laws. In addition,
the EU issued its Anti-Tax Avoidance Directives in 2016 and 2017 that required its member states to adopt specific tax reform measures
starting in 2019. Other tax jurisdictions in which we operate may consider implementing similar legislation. Any material change to tax laws
or policies, their interpretation or the adoption of new interpretations of existing laws and rulings in any of the jurisdictions in which we operate
could result in a higher effective tax rate on our worldwide earnings and such change could have a significant adverse effect on our
consolidated financial position, results of operations or cash flows.
A LOSS OF A MAJOR TAX DISPUTE OR A SUCCESSFUL TAX CHALLENGE TO OUR OPERATING STRUCTURE, INTERCOMPANY
PRICING POLICIES OR THE TAXABLE PRESENCE OF OUR KEY SUBSIDIARIES IN CERTAIN COUNTRIES COULD RESULT IN A
HIGHER EFFECTIVE TAX RATE ON OUR WORLDWIDE EARNINGS, WHICH COULD RESULT IN A SIGNIFICANT ADVERSE EFFECT
ON OUR EARNINGS AND CASH FLOWS FROM OPERATIONS.
We are subject to tax laws, treaties and regulations in the countries in which we operate and earn income. Our income taxes are
based on the applicable tax laws and tax rates in effect in the countries in which we operate and earn income as well as upon our operating
structures in these countries. Our income tax returns are subject to review and examination in these jurisdictions, and we do not recognize
the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority
successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain
countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material
tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows
from operations could be materially adversely affected. For example, we cannot be certain that the U.S. Internal Revenue Service (“IRS”)
will not successfully contend that we or any of our key subsidiaries were or are engaged in a trade or business in the U.S. or that we or any
of our key subsidiaries maintained or maintain a permanent establishment in the U.S. The determination of the aforementioned, among
other things, involves considerable uncertainty. If we or any of our key subsidiaries were determined to have been engaged in a trade or
business in the U.S. through a permanent establishment, then we could be subject to U.S. corporate income and additional branch profits
taxes on the portion of our earnings effectively connected to such U.S. business during the period in which this was considered to have
occurred. If this occurs, our effective tax rate on worldwide earnings for that period could increase substantially, and our earnings and cash
flows from operations for that period could be adversely affected.
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U.S. TAX AUTHORITIES COULD TREAT US AS A PASSIVE FOREIGN INVESTMENT COMPANY, WHICH WOULD HAVE ADVERSE
U.S. FEDERAL INCOME TAX CONSEQUENCES TO U.S. SHAREHOLDERS.
A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if
either (1) at least 75 percent of its gross income for any taxable year consists of certain types of passive income or (2) at least 50 percent of
the average value of the corporation's assets produce or are held for the production of those types of passive income. For purposes of these
tests, passive income includes dividends, interest and gains from the sale or exchange of investment property and certain rents and royalties,
but does not include income derived from performing services.
We believe that we have not been and will not be a PFIC with respect to any taxable year. Our income from offshore contract
drilling services should be treated as services income for purposes of determining whether we are a PFIC. Accordingly, we believe that our
income from our offshore contract drilling services should not constitute passive income, and the assets that we own and operate in
connection with the production of that income should not constitute passive assets. There is significant legal authority supporting this position,
including statutory provisions, legislative history, case law and IRS pronouncements concerning the characterization, for other tax purposes,
of income derived from services where a substantial component of such income is attributable to the value of the property or equipment used
in connection with providing such services. However, a prior case and an IRS pronouncement that relies on such case characterize income
from time chartering of vessels as rental income rather than services income for other tax purposes. The IRS has subsequently formally
announced that it does not agree with the decision in that case. Moreover, we believe that the terms of the time charters in the prior case
differ in material respects from the terms of our drilling contracts with customers. However, no assurance can be given that the IRS or a
court will accept our position, and there is a risk that the IRS or a court could determine that we are a PFIC.
If we were treated as a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences. Under the
PFIC rules, unless a shareholder makes certain elections available under the Internal Revenue Code of 1986, as amended, and such
elections could themselves have adverse consequences for the shareholder, the shareholder could be required to pay U.S. federal income
tax at the highest applicable income tax rates on ordinary income upon the receipt of excess distributions, as defined for U.S. tax purposes,
and upon any gain from the disposition of our shares, plus interest on such amounts, as if such excess distribution or gain had been
recognized ratably over the shareholder’s holding period of our shares. Additionally, under applicable statutory provisions, the preferential
tax rate on qualified dividend income, which applies to dividends paid to non-corporate shareholders, does not apply to dividends paid by a
foreign corporation if the foreign corporation is a PFIC for the taxable year in which the dividend is paid or the preceding taxable year.
AS A SWISS CORPORATION, OUR FLEXIBILITY MAY BE LIMITED WITH RESPECT TO CERTAIN ASPECTS OF CAPITAL
MANAGEMENT, AND WE MAY BE UNABLE TO MAKE DISTRIBUTIONS OR REPURCHASE SHARES WITHOUT SUBJECTING OUR
SHAREHOLDERS TO SWISS WITHHOLDING TAX.
Under Swiss law, our shareholders may approve an authorized share capital that allows the board of directors to issue new shares
without additional shareholder approval within a period of up to two years and for up to a maximum of 50 percent of a company’s issued
share capital. The authorized share capital approved by our shareholders at the May 2018 annual general meeting will expire on May 18,
2020. Our currently available authorized share capital is limited to approximately four percent of our issued share capital as of February 12,
2020. Accordingly, shareholders at our annual general meeting in May 2020 may be requested to approve a renewal and an increase in
authorized share capital. Additionally, subject to certain exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe
for new issuances of shares. Further, Swiss law does not provide as much flexibility in the various terms that can attach to different classes
of shares as the laws of some other jurisdictions. Swiss law also reserves for shareholder approval certain corporate actions over which a
board of directors would have authority in some other jurisdictions. For example, dividends must be approved by shareholders. These Swiss
law requirements relating to our capital management may limit our flexibility, and situations may arise where greater flexibility would have
provided substantial benefits to our shareholders.
Distributions to shareholders in the form of a par value reduction and dividend distributions out of qualifying additional paid-in
capital are not currently subject to the 35 percent Swiss federal withholding tax. However, the Swiss withholding tax rules could also be
changed in the future, and any such change may adversely affect us or our shareholders. In addition, over the long term, the amount of par
value available for us to use for par value reductions or the amount of qualifying additional paid-in capital available for us to pay out as
distributions is limited. If we are unable to make a distribution through a reduction in par value, or out of qualifying additional paid-in capital
as shown on Transocean Ltd.’s standalone Swiss statutory financial statements, we may not be able to make distributions without subjecting
our shareholders to Swiss withholding taxes.
Under Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to a
35 percent Swiss withholding tax based on the difference between the repurchase price and the related amount of par value and the related
amount of qualifying additional paid-in capital, if any. At our 2009 annual general meeting, our shareholders approved the repurchase of up
to CHF 3.5 billion of our shares for cancellation under the share repurchase program. If we repurchase shares, we expect to use an
alternative procedure pursuant to which we repurchase shares via a “virtual second trading line” from market players, such as banks and
institutional investors, who are generally entitled to receive a full refund of the Swiss withholding tax. The use of such “virtual second trading
line” with respect to share repurchase programs is subject to the approval of the competent Swiss tax and other authorities. We may not be
able to repurchase as many shares as we would like to repurchase for purposes of capital reduction on the “virtual second trading line”
without subjecting the selling shareholders to Swiss withholding taxes.
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SWISS CORPORATE GOVERNANCE MAY AFFECT OUR BUSINESS.
The Swiss Federal Council Ordinance Against Excessive Compensation at Public Companies (the “Ordinance”), among other
things, (a) requires a binding shareholder “say on pay” vote with respect to the compensation of members of our executive management and
board of directors, (b) generally prohibits the making of severance, advance, transaction premiums and similar payments to members of our
executive management team and board of directors, and (c) requires the declassification of our board of directors and the amendment of our
articles of association to specify various compensation-related matters. At our annual general meetings, our shareholders are required to
approve the maximum aggregate compensation of (1) our board of directors for the period through the successive annual general meeting
and (2) our executive management team for the following year. The Ordinance further provides for criminal penalties against directors and
members of executive management in case of noncompliance with certain of its requirements. The Ordinance may negatively affect our
ability to attract and retain executive management and members of our board of directors.
AS A SWISS CORPORATION, WE ARE SUBJECT TO SWISS LEGAL PROVISIONS THAT MAY LIMIT OUR FLEXIBILITY TO SWIFTLY
IMPLEMENT CERTAIN INITIATIVES OR STRATEGIES.
We are required, from time to time, to evaluate the carrying amount of our investments in affiliates, as presented on our Swiss
standalone balance sheet. If we determine that the carrying amount of any such investment exceeds its fair value, we may conclude that
such investment is impaired. The recognized loss associated with such a non-cash impairment could result in our net assets no longer
covering our statutory share capital and statutory capital reserves. Under Swiss law, if our net assets cover less than 50 percent of our
statutory share capital and statutory capital reserves, the board of directors must convene a general meeting of shareholders and propose
measures to remedy such a capital loss. The appropriate measures depend on the relevant circumstances and the magnitude of the
recognized loss and may include seeking shareholder approval for offsetting the aggregate loss, or a portion thereof, with our statutory capital
reserves, including qualifying additional paid-in capital otherwise available for distributions to shareholders, or raising new equity. Depending
on the circumstances, we may also need to use qualifying additional paid-in capital available for distributions in order to reduce our
accumulated net loss and such use might reduce our ability to make distributions without subjecting our shareholders to Swiss withholding
tax. These Swiss law requirements could limit our flexibility to swiftly implement certain initiatives or strategies.
WE ARE SUBJECT TO ANTI-TAKEOVER PROVISIONS.
Our articles of association and Swiss law contain provisions that could prevent or delay an acquisition of the company by means
of a tender offer, a proxy contest or otherwise. Actions taken under such provisions may adversely affect prevailing market prices for our
shares, and could, among other things:
provide that the board of directors is authorized, subject to obtaining shareholder approval every two years, at any time during a maximum
two-year period, which under our current authorized share capital will expire on May 18, 2020, to issue a specified number of shares, which
under our current authorized share capital is approximately four percent of the share capital registered in the commercial register as of
February 12, 2020, and to limit or withdraw the preemptive rights of existing shareholders in various circumstances;
provide for a conditional share capital that authorizes the issuance of additional shares up to a maximum amount of approximately
23 percent of the share capital registered in the commercial register as of February 12, 2020, without obtaining additional shareholder
approval through: (1) the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in
connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or
already existing contractual obligations by or of any of our subsidiaries; or (2) in connection with the issuance of shares, options or other
share-based awards;
provide that any shareholder who wishes to propose any business or to nominate a person or persons for election as director at any annual
meeting may only do so if we are given advance notice;
provide that directors can be removed from office only by the affirmative vote of the holders of at least 66 2/3 percent of the shares entitled
to vote;
provide that a merger or demerger transaction requires the affirmative vote of the holders of at least 66 2/3 percent of the shares represented
at the meeting and provide for the possibility of a so-called cash-out or squeeze-out merger if the acquirer controls 90 percent of the
outstanding shares entitled to vote at the meeting;
provide that any action required or permitted to be taken by the holders of shares must be taken at a duly called annual or extraordinary
general meeting of shareholders;
limit the ability of our shareholders to amend or repeal some provisions of our articles of association; and
limit transactions between us and an “interested shareholder,” which is generally defined as a shareholder that, together with its affiliates
and associates, beneficially, directly or indirectly, owns 15 percent or more of our shares entitled to vote at a general meeting.
THE U.K. WITHDRAWAL FROM THE EU MAY HAVE A NEGATIVE EFFECT ON OUR BUSINESS.
On January 31, 2020, the U.K. withdrew from the EU and commenced a transition period that is expected to expire on
December 31, 2020 during which the trading relationship between the U.K. and the EU will remain the same while the U.K. and the EU
negotiate an agreement regarding their future relationship. There is currently no agreement in place regarding the relationships between
the U.K. and the EU after the transition period, creating significant uncertainties. These uncertainties, including with respect to the laws and
regulations that will apply as the U.K. determines which EU-derived laws to replace or replicate following the withdrawal may affect our U.K.
operations, our customers, suppliers and employees and could have adverse effects on the movement of personnel, goods, information and
capital. The withdrawal has also given rise to calls for the governments of other EU member states to consider withdrawal. These
developments, or the perception that any of them could occur, have had and may continue to have an adverse effect on global economic
AR-20
conditions and the stability of global financial markets, and may reduce global market liquidity and restrict the ability of key market participants
to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could
have a material adverse effect on our business and on our consolidated financial position, results of operations or cash flows. See “—The
global nature of our operations involves additional risks.”
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The description of our property included under “Item 1. Business” is incorporated by reference herein. We maintain offices, land
bases and other facilities worldwide, including principal executive offices in Steinhausen, Switzerland, and corporate offices in Houston,
Texas, and the Cayman Islands. Our remaining offices and bases are located in various countries in North America, South America, Europe,
Africa and Asia. We lease most of these facilities.
ITEM 3. LEGAL PROCEEDINGS
We have certain actions, claims and other matters pending as discussed and reported in “Part II. Item 8. Financial Statements and
Supplementary Data—Notes to Consolidated Financial Statements—Note 15—Commitments and Contingencies” and “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Matters—Regulatory Matters” in this annual
report for the year ended December 31, 2019. We are also involved in various tax matters as described in “Part II. Item 8. Financial
Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 12—Income Taxes” and in “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Matters—Tax matters” in this annual report
for the year ended December 31, 2019. All such actions, claims, tax and other matters are incorporated herein by reference.
As of December 31, 2019, we were also involved in a number of other lawsuits, claims and disputes, which have arisen in the
ordinary course of our business and for which we do not expect the liability, if any, to have a material adverse effect on our consolidated
financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the matters referred
to above or of any such other pending or threatened litigation or legal proceedings. There can be no assurance that our beliefs or
expectations as to the outcome or effect of any lawsuit or claim or dispute will prove correct and the eventual outcome of these matters could
materially differ from management’s current estimates.
In addition to the legal proceedings described above, we may from time to time identify other matters that we monitor through our
compliance program or in response to events arising generally within our industry and in the markets where we do business. We evaluate
matters on a case by case basis, investigate allegations in accordance with our policies and cooperate with applicable governmental
authorities. Through the process of monitoring and proactive investigation, we strive to ensure no violation of our policies, Code of Integrity
or law has, or will, occur; however, there can be no assurance as to the outcome of these matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
We have included the following information, presented as of February 12, 2020, 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.
Officer
Jeremy D. Thigpen (a)
Keelan Adamson (a)
Howard E. Davis
Brady K. Long
Mark L. Mey (a)
David Tonnel
President and Chief Executive Officer
Office
Executive Vice President and Chief Operations Officer
Executive Vice President, Chief Administrative Officer and Chief Information Officer
Executive Vice President and General Counsel
Executive Vice President and Chief Financial Officer
Senior Vice President and Chief Accounting Officer
Age as of
February 12, 2020
45
50
61
47
56
50
(a) Member of our executive management team for purposes of Swiss law.
Jeremy D. Thigpen is President and 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 National Oilwell Varco, Inc. from
December 2012 to April 2015. At National Oilwell Varco, 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 National Oilwell Varco, Inc. Mr. 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 Executive Vice President and Chief Operations Officer of the Company. Before being named to his current position
in August 2018, Mr. Adamson served 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. Mr. 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 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. Mr. Adamson earned a Bachelor's degree in
Aeronautical Engineering from The Queens University of Belfast and completed the Advanced Management program at Harvard Business School
in 2016. Mr. Adamson also currently serves on the board of the National Ocean Industries Association.
Howard E. Davis is Executive Vice President, Chief Administrative Officer and Chief Information Officer of the Company. Before joining
the Company in this position in August 2015, Mr. Davis served as Senior Vice President, Chief Administrative Officer and Chief Information Officer
of National Oilwell Varco, Inc. from March 2005 to April 2015 and as Vice President, Chief Administrative Officer and Chief Information Officer from
August 2002 to March 2005. Mr. Davis earned a Bachelor’s degree from University of Kentucky in 1980, and he completed the Advanced
Management Program at Harvard Business School in 2005.
Brady K. Long is Executive Vice President and General Counsel 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. Mr. 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. Mr. Long previously practiced corporate and securities law with the
law firm of Bracewell LLP. Mr. 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.
Mark L. Mey is Executive Vice President and Chief Financial Officer of the Company. Before joining the Company in this position in
May 2015, Mr. Mey served as Executive Vice President and Chief Financial Officer of Atwood Oceanics, Inc. from January 2015 to May 2015, prior
to which he served as Senior Vice President and Chief Financial Officer from August 2010. Mr. Mey was director of Transocean Partners LLC from
June 2015 until December 2016. He served as Director, Senior Vice President and Chief Financial Officer of Scorpion Offshore Ltd. from
August 2005 to July 2010. Prior to 2005, Mr. Mey held various senior financial and other roles in the drilling and financial services industries,
including 12 years with Noble Corporation. He earned an Advanced Diploma in Accounting and a Bachelor of Commerce degree from the University
of Port Elizabeth in South Africa in 1985, and he is a chartered accountant. Additionally, Mr. Mey completed the Harvard Business School Executive
Advanced Management Program in 1998.
David Tonnel is Senior Vice President and Chief Accounting Officer. Before being named to his current position in April 2017, he served
as Senior Vice President, Supply Chain and Corporate Controller from October 2015 to April 2017, as Senior Vice President, Finance and Controller
from March 2012 to October 2015 and as Senior Vice President of the Europe and Africa Unit from June 2009 to March 2012. Mr. Tonnel served
as Vice President of Global Supply Chain from November 2008 to June 2009, as Vice President of Integration and Process Improvement from
November 2007 to November 2008, and as Vice President and Controller from February 2005 to November 2007. Prior to February 2005, he served
in various financial roles, including Assistant Controller; Finance Manager, Asia Australia Region; and Controller, Nigeria. Mr. Tonnel joined the
Company in 1996 after working for Ernst & Young in France as Senior Auditor. Mr. Tonnel earned a Master of Science degree in Management from
HEC in Paris, France in 1991.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER
PART II
PURCHASES OF EQUITY SECURITIES
MARKET FOR SHARES OF OUR COMMON EQUITY
Our shares are listed on the New York Stock Exchange under the ticker symbol “RIG.” On February 12, 2020, we had
612,573,158 shares outstanding and 5,415 holders of record of our shares.
SHAREHOLDER MATTERS
Swiss tax consequences to our shareholders
Overview—The tax consequences discussed below are not a complete analysis or listing of all the possible tax consequences
that may be relevant to our shareholders. Shareholders should consult their own tax advisors in respect of the tax consequences related to
receipt, ownership, purchase or sale or other disposition of our shares and the procedures for claiming a refund of withholding tax.
Swiss income tax on dividends and similar distributions—A non-Swiss holder is not subject to Swiss income taxes on dividend
income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of
business maintained in Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to Swiss withholding
tax, subject to certain exceptions. See “—Swiss withholding tax on dividends and similar distributions to shareholders.”
Swiss wealth tax—A non-Swiss holder is not subject to Swiss wealth taxes unless the holder’s shares are attributable to a
permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.
Swiss capital gains tax upon disposal of shares—A non-Swiss holder is not subject to Swiss income taxes for capital gains
unless the holder’s shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such
non-Swiss holder. In such case, the non-Swiss holder is required to recognize capital gains or losses on the sale of such shares, which are
subject to cantonal, communal and federal income tax.
Swiss withholding tax on dividends and similar distributions to shareholders—A Swiss withholding tax of 35 percent is due
on dividends and similar distributions to our shareholders from us, regardless of the place of residency of the shareholder, subject to the
exceptions discussed under “—Exemption” below. We will be required to withhold at such rate and remit on a net basis any payments made
to a holder of our shares and pay such withheld amounts to the Swiss federal tax authorities.
Exemption—Distributions to shareholders in the form of a par value reduction or out of qualifying additional paid-in capital for Swiss
statutory purposes are exempt from Swiss withholding tax. On December 31, 2019, the aggregate amount of par value of our outstanding
shares was CHF 61 million, equivalent to approximately $63 million, and the aggregate amount of qualifying additional paid-in capital of our
outstanding shares was CHF 13.4 billion, equivalent to approximately $13.7 billion. Consequently, we expect that a substantial amount of
any potential future distributions may be exempt from Swiss withholding tax.
Refund available to Swiss holders—A Swiss tax resident, corporate or individual, can recover the withholding tax in full if such
resident is the beneficial owner of our shares at the time the dividend or other distribution becomes due and provided that such resident
reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes the taxable income in such
resident’s income statement.
Refund available to non-Swiss holders—If the shareholder that receives a distribution from us is not a Swiss tax resident, does not
hold our shares in connection with a permanent establishment or a fixed place of business maintained in Switzerland, and resides in a
country that has concluded a treaty for the avoidance of double taxation with Switzerland for which the conditions for the application and
protection of and by the treaty are met, then the shareholder may be entitled to a full or partial refund of the withholding tax described above.
Switzerland has entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with numerous countries,
including the U.S., whereby under certain circumstances all or part of the withholding tax may be refunded. The procedures for claiming
treaty refunds, and the time frame required for obtaining a refund, may differ from country to country.
Refund available to U.S. residents—The Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty
can seek a refund of the Swiss withholding tax on dividends for the portion exceeding 15 percent, leading to a refund of 20 percent, or a
100 percent refund in the case of qualified pension funds. As a general rule, the refund will be granted under the treaty if the U.S. resident
can show evidence of the following: (a) beneficial ownership, (b) U.S. residency and (c) meeting the U.S.-Swiss tax treaty’s limitation on
benefits requirements.
The claim for refund must be filed with the Swiss federal tax authorities (Eigerstrasse 65, 3003 Bern, Switzerland), not later than
December 31 of the third year following the year in which the dividend payments became due. The relevant Swiss tax form is Form 82C for
companies, 82E for other entities and 82I for individuals. These forms can be obtained from any Swiss Consulate General in the U.S. or
from the Swiss federal tax authorities at the above address or can be downloaded from the webpage of the Swiss federal tax administration.
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Each form must be completed in triplicate, with each copy duly completed and signed before a notary public in the U.S. Evidence that the
withholding tax was withheld at the source must also be included.
Stamp duties in relation to the transfer of shares—The purchase or sale of our shares may be subject to Swiss federal stamp
taxes on the transfer of securities irrespective of the place of residency of the purchaser or seller if the transaction takes place through or
with a Swiss bank or other Swiss securities dealer, as those terms are defined in the Swiss Federal Stamp Tax Act and no exemption applies
in the specific case. If a purchase or sale is not entered into through or with a Swiss bank or other Swiss securities dealer, then no stamp
tax will be due. The applicable stamp tax rate is 0.075 percent for each of the two parties to a transaction and is calculated based on the
purchase price or sale proceeds. If the transaction does not involve cash consideration, the transfer stamp duty is computed on the basis of
the market value of the consideration.
Share repurchases
Repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to a 35 percent Swiss
withholding tax based on the difference between the repurchase price and the related amount of par value and the related amount of
qualifying additional paid-in capital, if any. We would be required to remit on a net basis the purchase price with the Swiss withholding tax
deducted to a holder of our shares and pay the withholding tax to the Swiss federal tax authorities. However, for such repurchased shares,
the portions of the repurchase price that are attributable to the par value and the qualifying additional paid-in capital for Swiss statutory
reporting purposes are not subject to the Swiss withholding tax.
If we repurchase shares, we expect to use an alternative procedure pursuant to which we repurchase our shares via a "virtual
second trading line" from market players, such as banks and institutional investors, who are generally entitled to receive a full refund of the
Swiss withholding tax. The use of such “virtual second trading line” with respect to share repurchase programs is subject to approval of the
competent Swiss tax and other authorities. We may not be able to repurchase as many shares as we would like to repurchase for purposes
of capital reduction on the “virtual second trading line” without subjecting the selling shareholders to Swiss withholding taxes. The repurchase
of shares for purposes other than for cancellation, such as to retain as treasury shares for use in connection with stock incentive plans,
convertible debt or other instruments within certain periods, are not generally subject to Swiss withholding tax.
Under Swiss corporate law, the right of a company and its subsidiaries to repurchase and hold its own shares is limited. A company
may repurchase its shares to the extent it has freely distributable reserves as shown on its Swiss statutory balance sheet in the amount of
the purchase price and if the aggregate par value of all shares held by the company as treasury shares does not exceed 10 percent of the
company’s share capital recorded in the Swiss Commercial Register, whereby for purposes of determining whether the 10 percent threshold
has been reached, shares repurchased under a share repurchase program for cancellation purposes authorized by the company’s
shareholders are disregarded. As of February 12, 2020, Transocean Inc., our wholly owned subsidiary, held as treasury shares less than
one percent of our issued and outstanding shares as of such date. Our board of directors could, to the extent freely distributable reserves
are available, authorize the repurchase of additional shares for purposes other than cancellation, such as to retain treasury shares for use
in satisfying our obligations in connection with incentive plans or other rights to acquire our shares. Based on the number of shares held as
treasury shares as of February 12, 2020, approximately nine percent of our issued and outstanding shares could be repurchased for
purposes of retention as additional treasury shares. Although our board of directors has not approved such a share repurchase program for
the purpose of retaining repurchased shares as treasury shares, if it did so, any such shares repurchased would be in addition to any shares
repurchased under the currently approved program.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
October 2019
November 2019
December 2019
Total
Total number
of shares
purchased
Average
price paid
per share
Total number of shares
purchased as part
of publicly announced
plans or programs (a)
Approximate dollar value
of shares that may yet
be purchased under the plans
or programs (in millions) (a)
— $
—
—
— $
—
—
—
—
— $
—
—
— $
3,352
3,352
3,352
3,352
(a)
In May 2009, at our annual general meeting, our shareholders approved and authorized our board of directors, at its discretion, to repurchase for
cancellation any amount of our issued and outstanding shares for an aggregate purchase price of up to CHF 3.5 billion. At December 31, 2019, the
authorization remaining under the share repurchase program was for the repurchase of our issued and outstanding shares for an aggregate cost of up
to CHF 3.2 billion, equivalent to $3.4 billion. The share repurchase program may be suspended or discontinued by our board of directors or company
management, as applicable, at any time. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources—Sources and uses of liquidity.”
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ITEM 6. SELECTED FINANCIAL DATA
The selected financial data as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31,
2019 have been derived from the audited consolidated financial statements included in “Item 8. Financial Statements and Supplementary
Data.” The selected financial data as of December 31, 2017, 2016 and 2015, and for each of the two years in the period ended December 31,
2016 have been derived from our accounting records. The following data should be read in conjunction with “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the notes
thereto included under “Item 8. Financial Statements and Supplementary Data.”
2019
2018 (a)
Years ended December 31,
2017
(In millions, except per share data)
2016 (b)
2015
Statement of operations data
Operating revenues
Operating income (loss)
Net income (loss)
Net income (loss) attributable to controlling interest
Per share earnings (loss)
Basic
Diluted
Balance sheet data (at end of period)
Total assets
Debt due within one year
Long-term debt
Finance lease liability (c)
Total equity
Other financial data
Cash provided by operating activities
Cash used in investing activities
Cash provided by (used in) financing activities
Capital expenditures
Distributions of qualifying additional paid-in capital
$
3,088 $
(721)
(1,257)
(1,255)
3,018 $
(1,251)
(2,003)
(1,996)
2,973 $
(2,505)
(3,097)
(3,127)
4,161 $
1,106
827
778
7,386
1,365
897
865
$
$
(2.05) $
(2.05) $
(4.27) $
(4.27) $
(8.00) $
(8.00) $
2.08 $
2.08 $
2.36
2.36
$
$
24,105 $
568
8,693
479
11,867
25,665 $
373
9,605
—
13,114
22,410 $
250
7,146
—
12,711
26,889 $
724
7,740
—
15,805
26,431
1,093
7,397
—
15,000
340 $
(268)
(312)
387
—
558 $
(797)
(147)
184
—
1,170 $
(587)
(1,041)
497
—
1,980 $
(1,313)
176
1,344
—
3,445
(1,932)
(1,809)
2,001
381
Per share distributions of qualifying additional paid-in capital
$
— $
— $
— $
— $
1.05
(a)
(b)
In January 2018, we acquired approximately 97.7 percent ownership interest in Songa. In March 2018, we acquired the remaining shares not owned
by us through a compulsory acquisition under Cyprus law and as a result Songa became our wholly owned subsidiary. To complete these transactions,
we issued 68.0 million shares and $863 million aggregate principal amount of the Exchangeable Bonds and made an aggregate cash payment of
$8 million. In December 2018, we acquired Ocean Rig in a merger transaction, and as a result, Ocean Rig became our wholly owned subsidiary. To
complete the acquisition, we issued 147.7 million shares and made an aggregate cash payment of $1.2 billion.
In December 2016, Transocean Partners LLC, which previously had a portion of its shares publicly traded on the New York Stock Exchange, completed
a merger with one of our subsidiaries and subsequently became our wholly owned subsidiary. To complete the merger, we issued 23.8 million shares
from conditional capital.
(c) Effective January 1, 2019, we reclassified our finance lease liability to no longer be presented in long-term debt (see Part II. Item 8. Financial
Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 3—Accounting Standards Updates.
AR-25
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,” “Part I. Item 1A.
Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and
Supplementary Data” elsewhere in this annual report. The following discussion of our results of operations and liquidity and capital resources
includes comparisons for the years ended December 31, 2019 and 2018. For a discussion of comparisons for our results of operations and
liquidity and capital resources for the years ended 2018 and 2017, see “Part II. Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2018, filed with the United States
(“U.S.”) Securities and Exchange Commission on February 19, 2019.
BUSINESS
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us”
or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of February 12, 2020, we owned or
had partial ownership interests in and operated 45 mobile offshore drilling units, including 28 ultra-deepwater floaters, 14 harsh environment
floaters and three midwater floaters. As of February 12, 2020, we were constructing two ultra-deepwater drillships.
We provide contract drilling services in a single, global operating segment, which involves contracting our mobile offshore drilling
fleet, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. We specialize in technically demanding regions
of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of
the most versatile fleets in the world, consisting of drillships and semisubmersible floaters used in support of offshore drilling activities and
offshore support services on a worldwide basis.
Our contract drilling services operations are geographically dispersed in oil and gas exploration and development areas throughout
the world. Although rigs can be moved from one region to another, the cost of moving rigs and the availability of rig-moving vessels may
cause the supply and demand balance to fluctuate somewhat between regions. Still, significant variations between regions do not tend to
persist long term because of rig mobility. Our fleet operates in a single, global market for the provision of contract drilling services. The
location of our rigs and the allocation of resources to operate, build or upgrade our rigs are determined by the activities and needs of our
customers.
SIGNIFICANT EVENTS
Debt issuances—On February 1, 2019, we issued $550 million aggregate principal amount of 6.875% senior secured notes due
February 2027 (the “6.875% Senior Secured Notes”), and we received $539 million aggregate cash proceeds, net of discount and issue
costs. On May 24, 2019, we issued $525 million aggregate principal amount of 5.375% senior secured notes due May 2023 (the
“5.375% Senior Secured Notes”), and we received $517 million aggregate cash proceeds, net of discount and issue costs. On January 17,
2020, we issued $750 million aggregate principal amount of 8.00% senior unsecured notes due February 2027 (the “8.00% Senior Notes”),
and we received $743 million aggregate cash proceeds, net of issue costs. See “—Liquidity and Capital Resources—Sources and uses of
liquidity.”
Early debt retirement—During the year ended December 31, 2019, we completed cash tender offers to purchase certain notes
(the “2019 Tendered Notes”). In the year ended December 31, 2019, we made an aggregate cash payment of $522 million to settle the
validly tendered 2019 Tendered Notes and recognized a loss of $18 million associated with the retirement of debt. See “—Liquidity and
Capital Resources—Sources and uses of liquidity.”
During the year ended December 31, 2019, we repurchased in the open market $434 million aggregate principal amount of certain
of our debt securities. We made an aggregate cash payment of $449 million and recognized an aggregate net loss of $23 million associated
with the retirement of such debt. See “—Operating Results” and “—Liquidity and Capital Resources—Sources and uses of liquidity.”
Debt redemption—On January 17, 2020, we provided a notice to redeem in full our outstanding 9.00% senior notes due July 2023
(the “9.00% Senior Notes”), and on February 18, 2020, we made a payment of $767 million, including the make-whole provision, to redeem
the notes and in the three months ending March 31, 2020, we expect to recognize a loss of approximately $66 million associated with the
retirement of debt. See “—Liquidity and Capital Resources—Sources and uses of liquidity.”
Impairments—In the year ended December 31, 2019, we recognized an aggregate loss of $583 million primarily associated with
the impairment of three ultra-deepwater floaters, along with related assets, which we determined were impaired at the time we classified the
assets as held for sale. See “—Operating Results.”
Fleet expansion—We hold a 33.0 percent interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), the
company that, through its wholly owned subsidiary, owns the harsh environment floater Transocean Norge. In August 2019, Orion completed
construction of the rig and placed it into service. One of our subsidiaries operates the rig under a short-term bareboat charter to complete a
six-well drilling contract for one of our customers. See “—Liquidity and Capital Resources—Drilling fleet.”
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In October 2019, we agreed with Samsung Heavy Industries Co., Ltd. (“SHI”) to cancel the construction contracts for two ultra-
deepwater drillships in exchange for the parties terminating their respective obligations and liabilities under the contracts and our subsidiaries
releasing to SHI their respective interests in the rigs. See “—Liquidity and Capital Resources—Drilling fleet.”
Dispositions—During the year ended December 31, 2019, we completed the sale of six ultra-deepwater floaters, one harsh
environment floater, two deepwater floaters and two midwater floaters, along with related assets, and we received $64 million in aggregate
net cash proceeds. See “—Operating Results” and “—Liquidity and Capital Resources—Drilling fleet.”
Secured Credit Facility—In June 2018, we entered into a bank credit agreement, which established a $1.0 billion secured
revolving credit facility (the “Secured Credit Facility”), and in the year ended December 31, 2019, we amended the terms of the agreement
to, among other changes, increase the borrowing capacity to $1.3 billion. See “—Liquidity and Capital Resources—Sources and uses of
liquidity.”
OUTLOOK
Drilling market—Our view of the offshore drilling floater market is positive and continues to improve, especially for the highest
specification vessels. Contracting activity has strengthened, as both fixture durations and dayrates are increasing. In the past five years,
the offshore oil and gas industry has achieved structural efficiency gains that have substantially improved the economics of offshore
development projects. These efficiency gains have resulted in project break-even oil prices in the range of $40 per barrel or below in many
operating basins, which compares increasingly favorably to onshore shale prospects, and positively impacts our customers’ investment
decisions.
Markets requiring high-specification harsh environment floating drilling rigs continue to see high utilization of the active fleet. Over
the past year, opportunities have steadily increased for our drilling services, and we have recently observed escalating dayrates in almost
all jurisdictions. In particular, we have seen a marked tightening in global demand for ultra-deepwater drilling rigs, especially in the Americas
and Australia where dayrates continue to climb. As utilization for ultra-deepwater floaters grows, active supply is approaching full utilization
in many regions, and tender activity has increased. As a result, we are seeing some of the highest dayrates since the beginning of the
downturn in 2014, particularly for the latest generation and highest capability units. We expect this trend to continue through 2020 and
beyond.
As of February 14, 2020, our contract backlog was $10.2 billion compared to $10.8 billion as of October 17, 2019. The risks of
drilling project delays, contract renegotiations and contract terminations and cancellations have diminished as oil prices have improved and
stabilized.
Fleet status—We refer to the availability of our rigs in terms of the uncommitted fleet rate. The uncommitted fleet rate is defined
as the number of uncommitted days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.
An uncommitted day is defined as a calendar day during which a rig is idle or stacked, is not contracted to a customer and is not committed
to a shipyard. The uncommitted fleet rates exclude the effect of priced options.
As of February 14, 2020, the uncommitted fleet rates for each of the five years in the period ending December 31, 2024 were as
follows:
Uncommitted fleet rate
Ultra-deepwater floaters
Harsh environment floaters
Midwater floaters
2020
2021
2022
2023
2024
50 %
45 %
71 %
71 %
64 %
98 %
83 %
68 %
100 %
83 %
83 %
100 %
83 %
98 %
100 %
PERFORMANCE AND OTHER KEY INDICATORS
Contract backlog—Contract backlog is defined as the maximum contractual operating dayrate multiplied by the number of days
remaining in the firm contract period, excluding revenues for mobilization, demobilization, contract preparation, other incentive provisions or
reimbursement revenues, which are not expected to be significant to our contract drilling revenues. The contract backlog represents the
maximum contract drilling revenues that can be earned considering the contractual operating dayrate in effect during the firm contract period.
The contract backlog for our fleet was as follows:
Contract backlog
Ultra-deepwater floaters
Harsh environment floaters
Midwater floaters
Total contract backlog
February 14,
2020
October 17,
2019
(In millions)
February 11,
2019
$
$
7,282 $
2,836
45
10,163 $
7,643 $
3,074
60
10,777 $
8,404
3,716
97
12,217
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Our contract backlog includes only firm commitments, which are represented by signed drilling contracts or, in some cases, by
other definitive agreements awaiting contract execution. Our contract backlog includes amounts associated with our contracted newbuild
unit that is currently under construction. The contractual operating dayrate may be higher than the actual dayrate we ultimately receive or
an alternative contractual dayrate, such as a waiting-on-weather rate, repair rate, standby rate or force majeure rate, may apply under certain
circumstances. The contractual operating dayrate may also be higher than the actual dayrate we ultimately receive because of a number of
factors, including rig downtime or suspension of operations. In certain contracts, the dayrate may be reduced to zero if, for example, repairs
extend beyond a stated period of time.
Average contractual dayrate relative to our contract backlog is defined as the average maximum contractual operating dayrate to
be earned per operating day in the measurement period. An operating day is defined as a day for which a rig is contracted to earn a dayrate
during the firm contract period after operations commence.
At February 14, 2020, the contract backlog and average contractual dayrates for our fleet were as follows:
Contract backlog
Ultra-deepwater floaters
Harsh environment floaters
Midwater floaters
Total contract backlog
Average contractual dayrates
Ultra-deepwater floaters
Harsh environment floaters
Midwater floaters
Total fleet average
For the years ending December 31,
Total
2020
2021
2022
2023
Thereafter
(In millions, except average dayrates)
$
7,282 $
2,836
45
$ 10,163 $
1,624 $
952
42
2,618 $
1,299 $
765
3
2,067 $
858 $
704
—
1,562 $
860 $
377
—
1,237 $
2,641
38
—
2,679
$ 420,000 $ 325,000 $ 420,000 $ 471,000 $ 471,000 $ 471,000
$ 396,000 $ 348,000 $ 419,000 $ 432,000 $ 428,000 $ 415,000
$ 130,000 $ 130,000 $ 130,000 $
—
$ 409,000 $ 325,000 $ 418,000 $ 453,000 $ 457,000 $ 471,000
— $
— $
The actual amounts of revenues earned and the actual periods during which revenues are earned will differ from the amounts and
periods shown in the tables above due to various factors, including shipyard and maintenance projects, unplanned downtime and other
factors that result in lower applicable dayrates than the full contractual operating dayrate. Additional factors that could affect the amount and
timing of actual revenue to be recognized include customer liquidity issues and contract terminations, which may be available to our
customers under certain circumstances.
Average daily revenue—Average daily revenue is defined as contract drilling revenues, excluding revenues for contract
terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a calendar day
during which a rig is contracted to earn a dayrate during the firm contract period after commencement of operations. The average daily
revenue for our fleet was as follows:
Average daily revenue
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average daily revenue
Years ended December 31,
2018
2019
2017
$
$
$
$
$
$
337,900 $
$
298,500
— $
118,400 $
—
313,400 $
356,700
296,400
186,700
99,900
152,900
296,200
$
$
$
$
$
472,400
235,900
195,200
95,600
143,900
321,300
Our average daily revenue fluctuates relative to market conditions and our revenue efficiency. The average daily revenue may be
affected by revenues for lump sum bonuses or demobilization fees received from our customers. Our total fleet average daily revenue is
also affected by the mix of rig classes being operated, as deepwater floaters, midwater floaters and high-specification jackups are typically
contracted at lower dayrates compared to ultra-deepwater floaters and harsh environment floaters. We no longer operate deepwater floaters
or high-specification jackups. We include newbuilds in the calculation when the rigs commence operations upon acceptance by the customer.
We remove rigs from the calculation upon disposal or classification as held for sale, unless we continue to operate rigs subsequent to sale,
in which case we remove the rigs at the time of completion or novation of the contract.
AR-28
Revenue efficiency—Revenue efficiency is defined as actual contract drilling revenues, excluding revenues for contract
terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period,
expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues, excluding revenues for
contract terminations and reimbursements, the drilling unit could earn for the measurement period, excluding amounts related to incentive
provisions. The revenue efficiency rates for our fleet were as follows:
Years ended December 31,
2018
2017
2019
Revenue efficiency
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average revenue efficiency
99 %
95 %
— %
99 %
— %
97 %
96 %
94 %
94 %
98 %
100 %
95 %
96 %
96 %
94 %
96 %
101 %
96 %
Our revenue efficiency rate varies due to revenues earned under alternative contractual dayrates, such as a waiting-on-weather
rate, repair rate, standby rate, force majeure rate or zero rate, that may apply under certain circumstances. Our revenue efficiency rate is
also affected by incentive performance bonuses or penalties. We include newbuilds in the calculation when the rigs commence operations
upon acceptance by the customer. We exclude rigs that are not operating under contract, such as those that are stacked.
Rig utilization—Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in
the measurement period, expressed as a percentage. The rig utilization rates for our fleet were as follows:
Years ended December 31,
2018
2017
2019
Rig utilization
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average rig utilization
51 %
78 %
— %
37 %
— %
58 %
48 %
82 %
93 %
41 %
97 %
59 %
39 %
73 %
73 %
38 %
61 %
48 %
Our rig utilization rate declines as a result of idle and stacked rigs and during shipyard and mobilization periods to the extent these
rigs are not earning revenues. We include newbuilds in the calculation when the rigs commence operations upon acceptance by the
customer. We remove rigs from the calculation upon disposal, classification as held for sale. Accordingly, our rig utilization can increase
when idle or stacked units are removed from our drilling fleet.
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OPERATING RESULTS
Year ended December 31, 2019 compared to the year ended December 31, 2018
The following is an analysis of our operating results. See “—Performance and Other Key Indicators” for definitions of operating
days, average daily revenue, revenue efficiency and rig utilization.
Operating days
Average daily revenue
Revenue efficiency
Rig utilization
Contract drilling revenues
Operating and maintenance expense
Depreciation and amortization expense
General and administrative expense
Loss on impairment
Loss on disposal of assets, net
Operating loss
Other income (expense), net
Interest income
Interest expense, net of amounts capitalized
Loss on retirement of debt
Other, net
Loss before income tax expense
Income tax expense
Net loss
“nm” means not meaningful.
December 31,
2019
2018
Change
% Change
(In millions, except day amounts and percentages)
9,872
$ 313,400
9,706
$ 296,200
166
$ 17,200
2 %
6 %
97 %
58 %
95 %
59 %
$
3,088
$
3,018
$
70
2 %
(2,140)
(855)
(193)
(609)
(12)
(721)
43
(660)
(41)
181
(1,198)
(59)
(1,257)
(1,799)
(818)
(188)
(1,464)
—
(1,251)
53
(620)
(3)
46
(1,775)
(228)
(2,003)
$
$
$
(341)
(37)
(5)
855
(12)
530
(10)
(40)
(38)
135
577
169
746
(19)%
(5)%
(3)%
58 %
nm
42 %
(19)%
(6)%
nm
nm
33 %
74 %
37 %
Contract drilling revenues—Contract drilling revenues increased for the year ended December 31, 2019 compared to the year
ended December 31, 2018 primarily due to the following: (a) approximately $265 million resulting from operations acquired in the
Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman Islands exempted company with limited liability and Songa Offshore SE (“Songa”), a
European public company limited by shares, or societas Europaea, existing under the laws of Cyprus acquisitions, (b) approximately
$95 million resulting from the reactivation of two rigs, (c) approximately $65 million resulting from higher revenue efficiency and
(d) approximately $65 million resulting from the operations of a newbuild ultra-deepwater drillship and a harsh environment semisubmersible
placed into service in 2018 and 2019, respectively. These increases were partially offset by the following: (a) approximately $190 million
resulting from rigs sold or classified as held for sale, (b) approximately $125 million resulting from contract early terminations and
cancellations recognized in the year ended December 31, 2018, (c) approximately $65 million resulting from reduced activity and
(d) approximately $45 million resulting from lower dayrates.
Costs and expenses—Operating and maintenance expense increased for the year ended December 31, 2019 compared to the
year ended December 31, 2018, primarily due to the following: (a) approximately $265 million resulting from operations acquired in the
Ocean Rig acquisition, including the reactivation of two rigs, (b) approximately $90 million resulting from shipyard activities, (c) approximately
$45 million resulting from operations of a newbuild ultra-deepwater drillship and a harsh environment semisubmersible placed into service
in 2018 and 2019, respectively and (d) approximately $40 million resulting from the reactivation of two rigs. These increases were partially
offset by a decrease of approximately $95 million resulting from rigs sold or classified as held for sale.
Depreciation and amortization expense increased for the year ended December 31, 2019, compared to the year ended
December 31, 2018, primarily due to approximately $80 million resulting from the rigs acquired in the Songa and Ocean Rig acquisitions,
partially offset by approximately $43 million resulting from rigs sold or classified as held for sale.
General and administrative expense increased for the year ended December 31, 2019, compared to the year ended December 31,
2018, primarily due to the following: (a) approximately $10 million resulting from personnel and other costs related to Ocean Rig recognized
in the year ended December 31, 2019, (b) approximately $9 million resulting from increased legal and professional fees (c) approximately
$7 million resulting from increased rent expense and (d) approximately $4 million resulting from recovery of legal fees recognized in the year
ended December 31, 2018. These increases were partially offset by the following decreases: (a) approximately $24 million resulting from
acquisition costs recognized in the year ended December 31, 2018 and (b) approximately $4 million resulting from reduced personnel costs,
primarily related to the early retirement of certain personnel in the year ended December 31, 2018.
Loss on impairment or disposal of assets—In the year ended December 31, 2019, we recognized an aggregate loss of
$583 million, primarily associated with certain assets that we determined were impaired at the time we classified them as held for sale, and
AR-30
an aggregate loss of $26 million associated with the impairment of right-of-use assets and leasehold improvements. In the year ended
December 31, 2018, we recognized an aggregate loss of $999 million associated with certain assets that we determined were impaired at
the time we classified them as held for sale and a loss of $462 million associated with the impairment of goodwill.
In the year ended December 31, 2019, we recognized an aggregate gain of $4 million associated with the sale of six ultra-
deepwater floaters, one harsh environment floater, two deepwater floaters and two midwater floaters, along with related assets. In the year
ended December 31, 2018, we recognized an aggregate gain of $7 million associated with the sale of six ultra-deepwater floaters,
one deepwater floater and one midwater floater, along with related assets. In the year ended December 31, 2019 and 2018, we recognized
an aggregate loss of $16 million and $7 million, respectively, associated with the disposal of assets unrelated to rig sales.
Other income and expense—Interest expense, net of amounts capitalized, increased in the year ended December 31, 2019,
compared to the year ended December 31, 2018, primarily due to an increase of approximately $147 million primarily resulting from debt
issued subsequent to January 1, 2018, partially offset by a decrease of approximately $104 million resulting from the retirement of debt as a
result of scheduled maturities, the purchase of the 2019 Tendered Notes and our open market repurchases.
In the year ended December 31, 2019, we recognized a net loss on retirement of debt as follows: (a) $18 million resulting from
retirement of the validly tendered 2019 Tendered Notes and (b) $23 million resulting from open market repurchases of $434 million aggregate
principal amount of our debt securities.
Other income, net, increased in the year ended December 31, 2019, compared to the year ended December 31, 2018, primarily
due to the following: (a) a gain of $132 million resulting from termination of construction contracts in the year ended December 31, 2019 and
(b) an net increase of $41 million resulting from currency exchange rate changes, $18 million of which resulted from reduced losses
recognized on undesignated currency derivative instruments. Partially offsetting these increases was (a) reduced income of $34 million from
our dual-activity patent and (b) reduced income of $6 million from non-service components of net periodic benefit costs.
Income tax expense—In the years ended December 31, 2019 and 2018, our effective tax rate was (4.9) percent and
(12.8) percent, respectively, based on loss before income tax expense. In the years ended December 31, 2019 and 2018, the effect of the
various discrete period tax items represented a net tax benefit of $150 million and a net tax expense of $143 million, respectively. In the
year ended December 31, 2019, such discrete items included a U.S. tax law change, settlements and expirations of various uncertain tax
positions and adjustments to our deferred taxes for operating structural changes made in the U.S. In the year ended December 31, 2018,
such discrete items were primarily related to the U.S. transition tax on non-U.S. earnings. In the years ended December 31, 2019 and 2018,
our effective tax rate, excluding discrete items, was (30.7) percent and (29.2) percent, respectively, based on loss before income tax expense.
Our effective tax rate decreased in the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to
the recognition of significant uncertain tax benefits, partially offset by increased tax expense related to the adoption of a new operating
structure, which will reduce our exposure to the U.S. base erosion and anti-abuse tax and other cash taxes in the U.S. To a lesser extent,
our effective tax rate decreased due to changes in the relative blend of income from operations in certain jurisdictions.
Due to factors related to our operating activities and organizational structure, our income tax expense does not change
proportionally with our income before income taxes. Significant decreases in our income before income taxes typically lead to higher effective
tax rates, while significant increases in income before income taxes can lead to lower effective tax rates, subject to the other factors impacting
income tax expense noted above. With respect to the effective tax rate calculation for the year ended December 31, 2019, a significant
portion of our income tax expense was generated in countries in which income taxes are imposed on gross revenues, with the most significant
of these countries being Angola and India. Conversely, the countries in which we incurred the most significant income taxes during this
period that were based on income before income tax include the U.S., Switzerland, the United Kingdom (“U.K.”) and Norway. Our rig
operating structures further complicate our tax calculations, especially in instances where we have more than one operating structure for the
taxing jurisdiction and, thus, more than one method of calculating taxes depending on the operating structure utilized by the rig under the
contract. For example, two rigs operating in the same country could generate significantly different provisions for income taxes if they are
owned by two different subsidiaries that are subject to differing tax laws and regulations in the respective country of incorporation. See Notes
to Consolidated Financial Statements—Note 12—Income Taxes.
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LIQUIDITY AND CAPITAL RESOURCES
Sources and uses of cash
At December 31, 2019, we had $1.8 billion in unrestricted cash and cash equivalents and $558 million in restricted cash and cash
equivalents. In the year ended December 31, 2019, our primary sources of cash were as follows: (1) net cash proceeds from the issuance
of debt, (2) net cash provided by operating activities and (3) proceeds from maturities of short-term investments. Our primary uses of cash
were as follows: (a) repayments of debt, (b) capital expenditures and (c) investments in unconsolidated affiliates.
Cash flows from operating activities
Net loss
Non-cash items, net
Changes in operating assets and liabilities, net
Years ended
December 31,
2019
2018
(In millions)
Change
$
$
(1,257) $
1,898
(301)
340 $
(2,003) $
2,432
129
558 $
746
(534)
(430)
(218)
Net cash provided by operating activities decreased primarily due to increased operating costs resulting from rig reactivations and
increased cash interest payments.
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Cash paid in business combinations, net of unrestricted and restricted cash acquired
Investments in unconsolidated affiliates
Proceeds from unrestricted and restricted short-term investments, net of deposits
Other, net
Years ended
December 31,
2019
2018
(In millions)
Change
$
$
(387) $
70
—
(77)
123
3
(268) $
(184) $
43
(883)
(107)
334
—
(797) $
(203)
27
883
30
(211)
3
529
Net cash used in investing activities decreased primarily due to (a) net cash paid to acquire Songa and Ocean Rig in the year
ended December 31, 2018 with no comparable activity in the current year, (b) reduced investments in unconsolidated affiliates, partially
offset by (c) reduced proceeds from maturities of unrestricted and restricted investments, net of deposits, and (d) increased capital
expenditures.
Cash flows from financing activities
Proceeds from issuance of debt, net of discounts and issue costs
Repayments of debt
Proceeds from investments restricted for financing activities
Payments to terminate derivative instruments
Other, net
Years ended
December 31,
2019
2018
(In millions)
Change
$
$
1,056 $
(1,325)
—
—
(43)
(312) $
$
2,054
(2,105)
26
(92)
(30)
(147) $
(998)
780
(26)
92
(13)
(165)
Net cash used in financing activities increased primarily due to (a) reduced cash proceeds from the issuance of the 6.875% Senior
Secured Notes and the 5.375% Senior Secured Notes in the year ended December 31, 2019 compared to net cash proceeds from the
issuance of the 5.875% senior secured notes due January 2024 (the “5.875% Senior Secured Notes”), the 6.125% senior secured notes due
August 2025 (the “6.125% Senior Secured Notes”) and the 7.25% senior notes due November 2025 (the “7.25% Senior Notes”) in the year
ended December 31, 2018, partially offset by (b) decreased cash used to repay debt and (c) cash paid to terminate certain derivative
instruments assumed in the Songa acquisition in the year ended December 31, 2018 with no comparable activity in the current year.
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Sources and uses of liquidity
Overview—We expect to use existing unrestricted cash balances, internally generated cash flows, borrowings under the Secured
Credit Facility, proceeds from the disposal of assets or proceeds from the issuance of additional debt to fulfill anticipated obligations, which
may include capital expenditures, working capital and other operational requirements, scheduled debt maturities or other payments. We
may also consider establishing additional financing arrangements with banks or other capital providers. Subject to market conditions and
other factors, we may also be required to provide collateral for future financing arrangements. In each case subject to then existing market
conditions and to our then expected liquidity needs, among other factors, we may continue to use a portion of our internally generated cash
flows and proceeds from asset sales to reduce debt prior to scheduled maturities through debt repurchases, either in the open market or in
privately negotiated transactions, or through debt redemptions or tender offers.
Our access to debt and equity markets may be limited due to a variety of events, including, among others, credit rating agency
downgrades of our debt ratings, industry conditions, general economic conditions, market conditions and market perceptions of us and our
industry. The rating of our non-credit enhanced senior unsecured long-term debt (“Debt Rating”) is below investment grade. Such Debt
Rating has caused us to experience increased fees and interest rates under agreements governing certain of our senior notes. Further
downgrades may affect or limit our ability to access debt markets in the future. Our ability to access such markets may be severely restricted
at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic
and business conditions. An economic downturn could have an impact on the lenders participating in our credit facilities or on our customers,
causing them to fail to meet their obligations to us.
Our internally generated cash flows are directly related to our business and the market sectors in which we operate. We have
generated positive cash flows from operating activities over recent years and, although we cannot provide assurances, we currently expect
that such cash flows will continue to be positive over the next year. However, among other factors, if the drilling market deteriorates, or if we
experience poor operating results, or if we incur expenses to, for example, reactivate, stack or otherwise assure the marketability of our fleet,
cash flows from operations may be reduced or negative.
Secured Credit Facility—In June 2018, we entered into a bank credit agreement, which established our $1.0 billion Secured
Credit Facility, and in the year ended December 31, 2019, we amended the terms of the agreement to, among other changes, increase the
borrowing capacity to $1.3 billion and add to and clarify the lender parties and their respective commitments under the facility. The Secured
Credit Facility is scheduled to expire on the earlier of (i) June 22, 2023 and (ii) if greater than $300 million aggregate principal amount of our
9.00% Senior Notes due July 2023 remain outstanding in April 2023, such date. The Secured Credit Facility is guaranteed by
Transocean Ltd. and certain subsidiaries. The Secured Credit Facility is secured by, among other things, a lien on the ultra-deepwater
floaters Deepwater Asgard, Deepwater Invictus, Deepwater Orion, Deepwater Skyros, Dhirubhai Deepwater KG2 and Discoverer Inspiration
and the harsh environment floaters Transocean Barents and Transocean Spitsbergen. The Secured Credit Facility contains covenants that,
among other things, include maintenance of certain guarantee and collateral coverage ratios, a maximum debt to capitalization ratio of
0.60 to 1.00 and minimum liquidity of $500 million. The Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our
subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional
indebtedness, enter into transactions with affiliates and pay dividends and other distributions. In order to borrow under the Secured Credit
Facility, we must, at the time of the borrowing request, not be in default under the Secured Credit Facility and make certain representations
and warranties, including with respect to compliance with laws and solvency, to the lenders. Repayment of borrowings under the Secured
Credit Facility are subject to acceleration upon the occurrence of an event of default. Under the agreements governing certain of our debt
and finance lease, we are also subject to various covenants, including restrictions on creating liens, engaging in sale/leaseback transactions
and engaging in certain merger, consolidation or reorganization transactions. A default under our public debt indentures, the agreements
governing our senior secured notes, our finance lease contract or any other debt owed to unaffiliated entities that exceeds $125 million could
trigger a default under the Secured Credit Facility and, if not waived by the lenders, could cause us to lose access to the Secured Credit
Facility. At February 12, 2020, we had no borrowings outstanding, $9 million of letters of credit issued, and we had $1.3 billion of available
borrowing capacity under the Secured Credit Facility.
Debt issuances—On January 17, 2020, we issued $750 million aggregate principal amount of our 8.00% Senior Notes, and we
received aggregate cash proceeds of $743 million, net of issue costs. We may redeem all or a portion of the 8.00% Senior Notes on or prior
to February 1, 2023 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at
specified redemption prices.
In February 2019, we issued $550 million aggregate principal amount of 6.875% Senior Secured Notes, and we received aggregate
cash proceeds of $539 million, net of discount and issue costs. The indenture that governs the 6.875% Senior Secured Notes contains
covenants that, among other things, limit the ability of our subsidiaries that own or operate the collateral rig Deepwater Poseidon to declare
or pay dividends to their affiliates. We may redeem all or a portion of the 6.875% Senior Secured Notes on or prior to February 1, 2022 at a
price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices.
In May 2019, we issued $525 million aggregate principal amount of 5.375% Senior Secured Notes, and we received aggregate
cash proceeds of $517 million, net of discount and issue costs. The indenture that governs the 5.375% Senior Secured Notes contains
covenants that, among other things, limit the ability of our subsidiaries that own or operate the collateral rigs Transocean Endurance and
Transocean Equinox to declare or pay dividends to their affiliates. We may redeem all or a portion of the 5.375% Senior Secured Notes on
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or prior to May 15, 2021 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently,
at specified redemption prices.
In July 2018, we issued $750 million aggregate principal amount of the 5.875% Senior Secured Notes and $600 million aggregate
principal amount of 6.125% Senior Secured Notes (together with the 5.875% Senior Secured Notes, the “2018 Senior Secured Notes”), and
we received aggregate cash proceeds of $733 million and $586 million, respectively, net of discount and issue costs. The indentures that
govern the 2018 Senior Secured Notes contain covenants that, among other things, limit the ability of our subsidiaries that own or operate
the collateral rigs Transocean Enabler, Transocean Encourage and Deepwater Pontus to declare or pay dividends to their affiliates. We
may redeem all or a portion of the 2018 Senior Secured Notes on or prior to July 15, 2021 and August 1, 2021, respectively, at a price equal
to 100 percent of the aggregate principal amount plus a make-whole provision and subsequently, at specified redemption prices.
In October 2018, we issued $750 million aggregate principal amount of 7.25% Senior Notes, and we received aggregate cash
proceeds of $735 million, net of issue costs. We may redeem all or a portion of the 7.25% Senior Notes on or prior to November 1, 2021 at
a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption
prices.
We will be required to redeem our senior secured notes at a price equal to 100 percent of the aggregate principal amount without
a make-whole provision, upon the occurrence of certain events related to the collateral rigs and the related drilling contracts.
Early debt retirement—On January 17, 2020, we provided a notice to redeem in full our outstanding 9.00% Senior Notes. On
February 18, 2020, we made a payment of $767 million, including the make-whole provision, to redeem the 9.00% Senior Notes, and in the
three months ending March 31, 2020, we expect to recognize a loss of approximately $66 million associated with the retirement of debt.
On February 5, 2019, we completed the 2019 Tender Offers to purchase for cash up to $700 million aggregate purchase price of
the 2019 Tendered Notes, subject to the terms and conditions specified in the related offer to purchase. In the year ended December 31,
2019, as a result of the 2019 Tender Offers, we made an aggregate cash payment of $522 million to settle the validly tendered
2019 Tendered Notes. In the years ended December 31, 2019 and 2018, we repurchased in the open market $434 million and $95 million
aggregate principal amount of our debt securities, respectively, for an aggregate cash payment of $449 million and $95 million, respectively.
In connection with the Songa acquisition, we assumed rights and obligations under certain credit agreements and a subscription
agreement establishing two term loan facilities and a bond facility. In the year ended December 31, 2018, we made an aggregate cash
payment of $1.59 billion to repay the borrowings under the facilities and terminated the underlying credit agreements and subscription
agreement. We also assumed the indebtedness related to two bond loans and we assumed the rights and obligations under a credit
agreement for a secured borrowing facility. In the year ended December 31, 2018, we made an aggregate cash payment equivalent to
$67 million to repay the two bond loans and the borrowings outstanding under the secured borrowing facility, and we terminated the
underlying credit agreement.
Business combinations—On December 5, 2018, we acquired Ocean Rig in a merger transaction, and as a result, Ocean Rig
became our wholly owned subsidiary. To complete the acquisition, we issued 147.7 million shares and made an aggregate cash payment
of $1.2 billion.
On January 30, 2018, we acquired an approximate 97.7 percent ownership interest in Songa. On March 28, 2018, we acquired
the remaining shares not owned by us through a compulsory acquisition under Cyprus law, and as a result, Songa became our wholly owned
subsidiary. To complete these transactions, we issued 68.0 million shares as partial consideration for the acquisition of Songa shares.
Additionally, we issued $863 million aggregate principal amount of 0.50% exchangeable senior bonds due January 30, 2023 (the
“Exchangeable Bonds”) as partial consideration for the acquisition of Songa shares and partial settlement of certain Songa indebtedness.
Holders of the Exchangeable Bonds may convert the notes into shares of Transocean Ltd. at any time prior to maturity at a rate of
97.29756 shares per $1,000 note, equivalent to a conversion price of $10.28 per share, subject to adjustment upon the occurrence of certain
events. Holders of Exchangeable Bonds may require us to repurchase all or a portion of such holder’s Exchangeable Bonds upon the
occurrence of certain events.
Investments in unconsolidated affiliates—We hold a 33.0 percent ownership interest in Orion, the company that owns the
harsh environment floater Transocean Norge. In the years ended December 2019 and 2018, we made an aggregate cash contribution of
$74 million and $91 million, respectively, to Orion. Additionally, in the years ended December 31, 2019 and 2018, we made an aggregate
cash contribution of $3 million and $16 million, respectively, in certain companies that are involved in researching and developing technology
to improve efficiency and reliability and to increase automation, sustainability and safety in drilling and other activities.
Derivative instruments—In connection with the Songa acquisition, we acquired certain currency swaps that were denominated
in Norwegian kroner. In February 2018, we made an aggregate cash payment of $92 million in connection with the settlement and
termination of the currency swaps.
Litigation settlements—On May 29, 2015, together with the Plaintiff Steering Committee, we filed a settlement agreement (the
“PSC Settlement Agreement”) in which we agreed to pay to two classes of plaintiffs a total of $212 million in exchange for a release from all
claims against us for damages related to the Macondo well incident. On February 15, 2017, the U.S. District Court for the Eastern District
of Louisiana (the “MDL Court”) entered a final order and judgment approving the PSC Settlement Agreement, which is no longer subject to
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appeal, and we subsequently made the required cash deposits into escrow accounts established for settlement. In the years ended
December 31, 2019 and 2018, the MDL Court released $33 million and $58 million, respectively, from the escrow account to make payments
to plaintiffs. At December 31, 2019, the aggregate balance of our escrow account was $125 million.
Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board
of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion.
On February 12, 2010, our board of directors authorized our management to implement the share repurchase program. At February 12,
2020, the authorization remaining under the share repurchase program was for the repurchase of up to CHF 3.2 billion, equivalent to
approximately $3.3 billion, of our outstanding shares. We intend to fund any repurchases using available cash balances and cash from
operating activities. The share repurchase program could be suspended or discontinued by our board of directors or company management,
as applicable, at any time. We may decide, based on our ongoing capital requirements, the price of our shares, regulatory and tax
considerations, cash flow generation, the amount and duration of our contract backlog, general market conditions, debt rating considerations
and other factors, that we should retain cash, reduce debt, make capital investments or acquisitions or otherwise use cash for general
corporate purposes. Decisions regarding the amount, if any, and timing of any share repurchases will be made from time to time based on
these factors. Any repurchased shares under the share repurchase program would be held by us for cancellation by the shareholders at a
future general meeting of shareholders. See “Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer
Purchases of Equity Securities—Shareholder Matters.”
Contractual obligations—At December 31, 2019, our contractual obligations stated at face value, were as follows:
Contractual obligations
Debt
Interest on debt
Finance lease liability
Operating lease liabilities
Purchase obligations
Service agreement obligations
Total (a)
Total
For the years ending December 31,
2020
2021 - 2022 2023 - 2024 Thereafter
(in millions)
$
9,361 $
4,307
682
201
1,116
1,035
$ 16,702 $
581 $
590
71
16
1,067
110
2,435 $
1,243 $
1,059
142
26
49
237
2,756 $
3,170 $
767
142
24
—
253
4,356 $
4,367
1,891
327
135
—
435
7,155
(a) As of December 31, 2019, our defined benefit pension and other postemployment plans represented an aggregate liability of $351 million, representing
the aggregate projected benefit obligation, net of the aggregate fair value of plan assets. The carrying amount of this liability is affected by net periodic
benefit costs, funding contributions, participant demographics, plan amendments, significant current and future assumptions, and returns on plan
assets. Due to the uncertainties resulting from these factors and since the carrying amount is not representative of future liquidity requirements, we
have excluded this amount from the contractual obligations presented in the table above. See Notes to Consolidated Financial Statements—Note 14—
Postemployment Benefit Plans.
As of December 31, 2019, our unrecognized tax benefits related to uncertain tax positions represented a liability of $175 million. Although a portion of
these might settle or reverse in the coming year, there is a high degree of uncertainty regarding the timing of future cash outflows associated with the
liabilities recognized in this balance, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing
authorities, and we excluded this amount from the contractual obligations presented in the table above. See Notes to Consolidated Financial
Statements—Note 12—Income Taxes.
Other commercial commitments—We have other commercial commitments that we are contractually obligated to fulfill with cash
under certain circumstances. These commercial commitments include standby letters of credit and surety bonds that guarantee our
performance as it relates to our drilling contracts, insurance, customs, tax and other obligations in various jurisdictions. Standby letters of
credit are issued under various committed and uncommitted credit lines, some of which require cash collateral. At December 31, 2019, the
aggregate cash collateral held by banks for letters of credit and surety bonds was $10 million. The obligations that are the subject of these
standby letters of credit and surety bonds are primarily geographically concentrated in Brazil, India and Spain. Obligations under these
standby letters of credit and surety bonds are not normally called, as we typically comply with the underlying performance requirement.
At December 31, 2019, these obligations stated in U.S. dollar equivalents and their time to expiration were as follows:
Other commercial commitments
Standby letters of credit
Surety bonds
Total
Total
For the years ended December 31,
2020
2021 - 2022 2023 - 2024 Thereafter
(in millions)
$
$
19 $
113
132 $
19 $
2
21 $
— $
12
12 $
— $
99
99 $
—
—
—
We have established a wholly owned captive insurance company to insure various risks of our operating subsidiaries. Access to
the cash and cash equivalents of the captive insurance company may be limited due to local regulatory restrictions. At December 31, 2019,
the captive insurance company held cash and cash equivalents of $116 million, and such balance is expected to range from $50 million to
$136 million through December 31, 2020. The balance of actual cash and cash equivalents held by the captive insurance company varies,
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depending on the premiums paid to the captive insurance company and the timing and number of claims or dividends paid by the captive
insurance company.
Drilling fleet
Expansion—From time to time, we review possible acquisitions of businesses and drilling rigs and may make significant future
capital commitments for such purposes. We may also consider investments related to major rig upgrades, new rig construction, or the
acquisition of a rig under construction. We may commit to such investment without first obtaining customer contracts. Any acquisition,
upgrade or new rig construction could involve the payment by us of a substantial amount of cash or the issuance of a substantial number of
additional shares or other securities. Our failure to secure drilling contracts for rigs under construction could have an adverse effect on our
results of operations or cash flows.
In the year ended December 31, 2018, we completed the Songa and Ocean Rig acquisitions to strengthen our position as a leader
in the ultra-deepwater and harsh environment drilling services by adding high-value assets. In the year ended December 31, 2018, we also
invested in a 33.0 percent ownership interest in Orion, the company that owns the harsh environment floater Transocean Norge. The Moss
Maritime CS60 design is considered among the most capable semisubmersibles in the world. In August 2019, Orion completed construction
of the rig and placed it into service. One of our subsidiaries operates the rig under a short-term bareboat charter to complete a multiple-well
drilling contract for one of our customers. See Notes to Consolidated Financial Statements—Note 4—Business Combinations and Note 5—
Unconsolidated Affiliates.
In the years ended December 31, 2019 and 2018, we made capital expenditures of $387 million and $184 million, respectively,
including $129 million and $75 million, respectively, for our major construction projects. The historical and projected capital expenditures,
capitalized interest and other cash or non-cash capital additions for our ongoing major construction projects were as follows:
Deepwater Atlas (a)
Deepwater Titan (b)
Total
Total costs
through
December 31,
2019
For the years ending December 31,
2020
2021
(In millions)
2022
Total
$
$
329 $
309
638 $
512 $
204
716 $
84 $
629
713 $
— $
8
8 $
925
1,150
2,075
(a) Deepwater Atlas, an ultra-deepwater drillship under construction at the Jurong Shipyard Pte Ltd. in Singapore does not yet have a drilling contract and
is contracted to be delivered in the fourth quarter of 2020. Following delivery of the ultra-deepwater drillship, we have included estimated costs of
$40 million to mobilize the rig to a location where it may be placed in service.
(b) Deepwater Titan, an ultra-deepwater drillship under construction at the Jurong Shipyard Pte Ltd. in Singapore, is expected to commence operations
in the fourth quarter of 2021. The projected capital additions include estimates for an upgrade for two 20,000 pounds per square inch blowout
preventers and other equipment required by our customer.
The ultimate amount of our capital expenditures is partly dependent upon financial market conditions, the actual level of operational
and contracting activity, the costs associated with the current regulatory environment and customer requested capital improvements and
equipment for which the customer agrees to reimburse us. As with any major shipyard project that takes place over an extended period of
time, the actual costs, the timing of expenditures and the project completion date may vary from estimates based on numerous factors,
including actual contract terms, weather, exchange rates, shipyard labor conditions, availability of suppliers to recertify equipment and the
market demand for components and resources required for drilling unit construction. We intend to fund the cash requirements relating to
our capital expenditures through available cash balances, cash generated from operations and asset sales and financing arrangements with
banks or other capital providers. We also have available credit under our Secured Credit Facility (see “—Sources and uses of liquidity”).
Economic conditions could impact the availability of these sources of funding.
Dispositions—From time to time, we may review the possible disposition of non-strategic drilling units. Considering recent market
conditions, we have committed to plans to sell certain lower-specification drilling units for scrap value. During the years ended December 31,
2019 and 2018, we identified six and eight such drilling units, respectively, that we have sold for scrap value. We continue to evaluate the
drilling units in our fleet and may identify additional lower-specification drilling units to be sold for scrap value.
During the year ended December 31, 2019, we completed the sale of six ultra-deepwater floaters, one harsh environment floater,
two deepwater floaters and two midwater floaters, along with related assets, and we received net cash proceeds of $64 million. During the
year ended December 31, 2018, we completed the sale of six ultra-deepwater floaters, one deepwater floater and one midwater floater,
along with related assets, and we received net cash proceeds of $36 million.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of December 31, 2019.
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RELATED PARTY TRANSACTIONS
We engage in certain related party transactions with Orion under a management services agreement for the operation and
maintenance of the harsh environment floater Transocean Norge and a shipyard care agreement for the construction of the rig. In the year
ended December 31, 2019, we received an aggregate cash payment of $96 million, primarily related to the commissioning, preparation and
mobilization of Transocean Norge under the shipyard care agreement. We also lease the rig under a short-term bareboat charter agreement,
which is now expected to expire in late 2020. In the year ended December 31, 2019, we recognized rent expense of $8 million, recorded in
operating and maintenance costs, and made an aggregate cash payment of $6 million under the bareboat charter agreement. In the year
ended December 31, 2019, with other unconsolidated affiliates, we made an aggregate cash payment of $7 million for capital expenditures,
primarily for equipment to improve reliability and reduce emissions, and $4 million for research and development, recorded in general and
administrative costs. See Notes to Consolidated Financial Statements—Note 5—Unconsolidated Affiliates.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Overview—We consider the following to be our critical accounting policies and estimates since they are very important to the
portrayal of our financial condition and results and require our most subjective and complex judgments. We have discussed the development,
selection and disclosure of such policies and estimates with the audit committee of our board of directors. For a discussion of our significant
accounting policies, refer to our Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies.
We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S., which
require us to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures of contingent
assets and liabilities. These estimates require significant judgments and assumptions. On an ongoing basis, we evaluate our estimates,
including those related to our income taxes, property and equipment, assets held for sale, goodwill, contingencies, postemployment benefit
plans, allowance for excess and obsolete materials and supplies, share-based compensation and allowance for doubtful accounts. We base
our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates.
Income taxes—We are a Swiss corporation, operating through our various subsidiaries in a number of countries throughout the
world. Our annual tax provision is based on expected taxable income, statutory rates, tax laws and tax planning opportunities available to
us in the various jurisdictions in which we operate. The relationship between the provision for or benefit from income taxes and our income
or loss before income taxes can vary significantly from period to period because the countries in which we operate have taxation regimes
that vary with respect to the nominal tax rate and the availability of deductions, credits and other benefits. Consequently, our income tax
expense does not change proportionally with our income before income taxes. Variations also arise when income earned and taxed in a
particular country or countries fluctuates from year to year.
The determination of our annual tax provision and evaluation of our tax positions involves interpretation of tax laws in the various
jurisdictions and requires significant judgment and the use of estimates and assumptions regarding significant future events, such as the
amount, timing and character of income, deductions and tax credits. Our tax liability in any given year could be affected by changes in tax
laws, regulations, agreements, and treaties, currency exchange restrictions or our level of operations or profitability in each jurisdiction.
Additionally, we operate in many jurisdictions where the tax laws relating to the offshore drilling industry are not well developed. Although
our annual tax provision is based on the best information available at the time, a number of years may elapse before the tax liabilities in the
various jurisdictions are ultimately determined.
We establish liabilities for estimated tax exposures in our jurisdictions of operation, and the provisions and benefits resulting from
changes to those liabilities are included in our annual tax provision along with related interest. Such tax exposures include potential
challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their
applicability. These exposures may be affected by changes in applicable tax law or other factors, which could cause us to revise our prior
estimates, and are generally resolved through the settlement of audits within these tax jurisdictions or by judicial means. At December 31,
2019 and 2018, our unrecognized tax benefits were approximately $369 million and $514 million, respectively.
We are undergoing examinations in a number of taxing jurisdictions for various fiscal years. We review our liabilities on an ongoing
basis and, to the extent audits or other events cause us to adjust the liabilities accrued in prior periods, we recognize those adjustments in
the period of the event. We do not believe it is possible to reasonably estimate the future impact of changes to the assumptions and estimates
related to our annual tax provision because changes to our tax liabilities are dependent on numerous factors that cannot be reasonably
projected. These factors include, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the
willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; and the
potential for changes in the taxes paid to one country that either produce, or fail to produce, offsetting tax changes in other countries.
We do not provide for taxes on unremitted earnings of subsidiaries when we consider such earnings to be indefinitely reinvested.
We recognize deferred taxes related to the earnings of certain subsidiaries that we do not consider to be indefinitely reinvested or that will
not be indefinitely reinvested in the future. If we were to distribute from the unremitted earnings of these subsidiaries, we could be subject
to taxes payable to various jurisdictions. If facts and circumstances cause us to change our expectations regarding future tax consequences,
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the resulting adjustments to our deferred tax balances could have a material effect on our consolidated statement of financial position, results
of operations or cash flows.
Estimates, judgments and assumptions are required in determining whether deferred tax assets will be fully or partially realized.
In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future
taxable income and the existence of cumulative losses in recent years. We continually evaluate strategies that could allow for the future
utilization of our deferred tax assets. When it is estimated to be more likely than not that all or some portion of certain deferred tax assets,
such as foreign tax credit carryovers or net operating loss carryforwards, will not be realized, we establish a valuation allowance for the
amount of the deferred tax assets that is considered to be unrealizable. During the years ended December 31, 2019 and 2018, in evaluating
the projected realizability of our deferred tax assets, we considered our consolidated cumulative loss incurred over the recent three-year
period, which has limited our ability to consider other subjective evidence, such as projected contract activity rather than contract backlog.
See Notes to Consolidated Financial Statements—Note 12—Income Taxes.
Property and equipment—The recognition of our property and equipment, consisting primarily of offshore drilling rigs and related
equipment, requires us to apply judgment related to estimates and assumptions for cost capitalization, useful lives and salvage values of our
rigs. At December 31, 2019 and 2018, the carrying amount of our property and equipment was $18.8 billion and $20.4 billion, respectively,
representing 78 percent and 80 percent, respectively, of our total assets.
Capitalized costs—We capitalize costs incurred to enhance, improve and extend the useful lives of our property and equipment
and expense costs incurred to repair and maintain the existing condition of our rigs. For newbuild construction projects, we also capitalize
the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Capitalized costs increase
the carrying amounts of, and depreciation expense for, the related assets, which also impact our results of operations.
Useful lives and salvage values—We depreciate our assets using the straight-line method over their estimated useful lives after
allowing for salvage values. We estimate useful lives and salvage values by applying judgments and assumptions that reflect both historical
experience and expectations regarding future operations, rig utilization and asset performance. Useful lives and salvage values of rigs are
difficult to estimate due to a variety of factors, including (a) technological advances that impact the methods or cost of oil and gas exploration
and development, (b) changes in market or economic conditions, and (c) changes in laws or regulations affecting the drilling industry.
Applying different judgments and assumptions in establishing the useful lives and salvage values would likely result in materially different
net carrying amounts and depreciation expense for our assets. We reevaluate the remaining useful lives and salvage values of our rigs
when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in operating condition,
functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also consider major capital
upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability. At December 31, 2019,
a hypothetical one-year increase in the useful lives of all of our rigs would cause a decrease in our annual depreciation expense of
approximately $49 million and a hypothetical one-year decrease would cause an increase in our annual depreciation expense of
approximately $40 million.
Long-lived asset impairment—We review our property and equipment for impairment when events or changes in circumstances
indicate that the carrying amounts of our assets held and used may not be recoverable or when carrying amounts of assets held for sale
exceed fair value less cost to sell. Potential impairment indicators include rapid declines in commodity prices and related market conditions,
declines in dayrates or utilization, cancellations of contracts or credit concerns of multiple customers. During periods of oversupply, we may
idle or stack rigs for extended periods of time or we may elect to sell certain rigs for scrap, which could be an indication that an asset group
may be impaired since supply and demand are the key drivers of rig utilization and our ability to contract our rigs at economical rates. Our
rigs are mobile units, equipped to operate in geographic regions throughout the world and, consequently, we may mobilize rigs from an
oversupplied region to a more lucrative and undersupplied region when it is economical to do so. Many of our contracts generally allow our
customers to relocate our rigs from one geographic region to another, subject to certain conditions, and our customers utilize this capability
to meet their worldwide drilling requirements. Accordingly, our rigs are considered to be interchangeable within classes or asset groups, and
we evaluate impairment by asset group. We consider our asset groups to be ultra-deepwater floaters, harsh environment floaters and
midwater floaters.
We assess recoverability of assets held and used by projecting undiscounted cash flows for the asset group being evaluated.
When the carrying amount of the asset group is determined to be unrecoverable, we recognize an impairment loss, measured as the amount
by which the carrying amount of the asset group exceeds its estimated fair value. To estimate the fair value of each asset group, we apply
a variety of valuation methods, incorporating income, market and cost approaches. We may weigh the approaches, under certain
circumstances, when relevant data is limited, when results are inconclusive or when results deviate significantly. Our estimate of fair value
generally requires us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions
related to the long-term future performance of our asset groups, such as projected revenues and costs, dayrates, rig utilization and revenue
efficiency. These projections involve uncertainties that rely on assumptions about demand for our services, future market conditions and
technological developments. Because our business is cyclical in nature, the results of our impairment testing are expected to vary
significantly depending on the timing of the assessment relative to the business cycle. Altering either the timing of or the assumptions used
to estimate fair value and significant unanticipated changes to the assumptions could materially alter an outcome that could otherwise result
in an impairment loss. Given the nature of these evaluations and their application to specific asset groups and specific time periods, it is not
possible to reasonably quantify the impact of changes in these assumptions.
AR-38
In the years ended December 31, 2019, 2018 and 2017, we recognized a loss of $578 million, $999 million and $1.4 billion,
respectively, associated with the impairment of assets that we determined were impaired at the time we classified such assets as held for
sale. In the year ended December 31, 2017, we recognized a loss of $94 million ($93 million, net of tax) associated with the impairment of
the midwater floater asset group. See Notes to Consolidated Financial Statements—Note 7—Drilling Fleet.
Contingencies—We perform assessments of our contingencies on an ongoing basis to evaluate the appropriateness of our
liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is probable
and the amount of the probable loss can be reasonably estimated. We recognize corresponding assets for loss contingencies that we believe
are probable of being recovered through insurance. Once established, we adjust the carrying amount of a contingent liability upon the
occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions with respect to the likelihood
or amount of loss. We recognize liabilities for legal costs as they are incurred, and we recognize a corresponding asset for those legal costs
only if we expect such legal costs to be recovered through insurance. Our estimates involve a significant amount of judgement. Actual
results may differ from our estimates.
We have recognized a liability for estimated loss contingencies associated with litigation and investigations resulting from the
Macondo well incident that we believe are probable and for which a reasonable estimate can be made. At December 31, 2019 and 2018,
the remaining liability for estimated loss contingencies that we believe are probable and for which a reasonable estimate can be made was
$124 million and $158 million, respectively, recorded in other current liabilities, the majority of which is related to our settlement with the
PSC. See Notes to Consolidated Financial Statements—Note 15—Commitments and Contingencies.
ACCOUNTING STANDARDS UPDATES
For a discussion of the new accounting standards updates that have had or are expected to have an effect on our consolidated
financial statements, see Notes to Consolidated Financial Statements—Note 3—Accounting Standards Updates.
OTHER MATTERS
Regulatory matters
We occasionally receive inquiries from governmental regulatory agencies regarding our operations around the world, including
inquiries with respect to various tax, environmental, regulatory and compliance matters. To the extent appropriate under the circumstances,
we investigate such matters, respond to such inquiries and cooperate with the regulatory agencies. See Notes to Consolidated Financial
Statements—Note 15—Commitments and Contingencies.
Tax matters
We conduct operations through our various subsidiaries in countries throughout the world. Each country has its own tax regimes
with varying nominal rates, deductions and tax attributes. From time to time, we may identify changes to previously evaluated tax positions
that could result in adjustments to our recorded assets and liabilities. Although we are unable to predict the outcome of these changes, we
do not expect the effect, if any, resulting from these adjustments to have a material adverse effect on our consolidated financial position,
results of operations or cash flows. We file federal and local tax returns in several jurisdictions throughout the world. Tax authorities in
certain jurisdictions are examining our tax returns and in some cases have issued assessments. We are defending our tax positions in those
jurisdictions. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate
liability to have a material adverse effect on our consolidated financial position or results of operations, although it may have a material
adverse effect on our consolidated cash flows. See Notes to Consolidated Financial Statements—Note 12—Income Taxes.
AR-39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk —We are exposed to interest rate risk, primarily associated with our long-term debt, including current maturities.
The following table presents the nominal amounts and related weighted-average interest rates of our long-term debt instruments by
contractual maturity date for the years ending December 31 (in millions, except interest rate percentages):
2020
2021
2022
2023
2024
Thereafter
Total
Fair value
Scheduled Maturity Date (a)
Debt
Fixed rate (USD)
Average interest rate
$
$
581
6.29 %
$
633
6.90 %
_______________________________
(a) Expected maturity amounts are based on the face value of debt.
610
6.15 %
$ 2,316
$
4.85 %
854
6.47 %
$ 4,367
$ 9,361 $ 8,976
7.28 %
At December 31, 2019 and 2018, the fair value of our debt, presented above was $8.9 billion and $9.2 billion, respectively. During
the year ended December 31, 2019, the fair value of our debt decreased by $236 million due to the following: (a) a decrease of approximately
$913 million due to the completion of cash tender offers to purchase certain notes on February 5, 2019 and open market repurchases of
certain of our debt securities, (b) a decrease of approximately $544 million due to the reclassification of finance lease contract to lease
liabilities and (c) a decrease of $346 million due to the repayment of debt in scheduled installments, partially offset by (d) an increase of
approximately $1.1 billion due to the issuance of the 6.875% Senior Secured Notes and the 5.375% Senior Secured Notes and (e) an
increase of approximately $448 million due to changes in market prices for our outstanding debt. See Notes to Consolidated Financial
Statements—Note 10—Debt.
The majority of our cash equivalents is subject to variable interest rates or short-term interest rates and such cash equivalents
would earn commensurately higher rates of return if interest rates increase.
Currency exchange rate risk—We are exposed to currency exchange rate risk primarily associated with our international
operations. Our primary risk management strategy for currency exchange rate risk involves structuring customer contracts to provide for
payment in both U.S. dollars, which is our functional currency, and local currency. The portion denominated in local currency is based on
our anticipated local currency needs over the contract term. Due to various factors, including customer contract terms, local banking laws,
other statutory requirements, local currency convertibility and the impact of inflation on local costs, actual local currency needs may vary,
resulting in exposure to currency exchange rate risk. We may occasionally enter into forward exchange contracts to satisfy anticipated local
currency needs. The effect of fluctuations in currency exchange rates caused by our international operations generally has not had a material
impact on our overall operating results. See Notes to Consolidated Financial Statements—Note 21—Risk Concentration.
AR-40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Report on Internal Control Over Financial Reporting
Management of Transocean Ltd. (the “Company,” “we” or “our”) is responsible for the integrity and objectivity of the financial
information included in this annual report. We have prepared our financial statements in accordance with accounting principles generally
accepted in the United States, which require us to apply our best judgement to make estimates and assumptions for certain amounts. We
are responsible for establishing and maintaining a system of internal controls and procedures to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control system is supported by
a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection of qualified personnel,
and a written Code of Integrity. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Management assessed the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2019. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission, as described in Internal Control-Integrated Framework,
as published in 2013. Based on this assessment, management believes that the Company maintained effective internal control over financial
reporting as of December 31, 2019.
The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the audit
committee of the Company’s board of directors, subject to ratification by our shareholders. Ernst & Young LLP has audited and reported on
the consolidated financial statements of Transocean Ltd. and subsidiaries, and the Company’s internal control over financial reporting. The
reports of the independent auditors are contained in this annual report.
AR-41
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Transocean Ltd.
Opinion on Internal Control over Financial Reporting
We have audited Transocean Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) (the COSO criteria). In our opinion, Transocean Ltd. and subsidiaries (the Company) maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2019 and 2018, and the related consolidated statements of operations,
comprehensive loss, equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and
financial statement schedule listed in the Index at Item 15(a) and our report dated February 18, 2020, expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Houston, Texas
February 18, 2020
AR-42
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Transocean Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Transocean Ltd. and subsidiaries (the Company) as of December 31,
2019 and 2018, the related consolidated statements of operations, comprehensive loss, equity and cash flows for each of the three years in
the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 18, 2020, expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical
audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Description of the
Matter
Income Taxes
As discussed in Notes 2 and 12 to the consolidated financial statements, the Company operates in multiple
jurisdictions through a complex operating structure and is subject to applicable tax laws, treaties or regulations
in each jurisdiction where it operates. The Company’s provision for income taxes is based on the tax laws and
rates applicable in each jurisdiction. The Company recognizes tax benefits they believe are more likely than not
to be sustained upon examination by the taxing authorities based on the technical merits of the position.
Auditing management’s provision for income taxes and related deferred taxes is complex because of the
Company’s multi-national operating structure. In addition, a higher degree of auditor judgment was required to
evaluate the Company’s deferred tax provision as a result of the Company’s interpretation of tax law in each
jurisdiction across its multiple subsidiaries.
AR-43
How We Addressed
the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the
Company’s income tax provision process, including controls over management’s review of the identification and
valuation of deferred income taxes and changes in tax laws and regulations that may impact the Company’s
deferred income tax provision.
Our audit procedures also included, among others, (i) obtaining an understanding of the Company’s overall tax
structure, evaluating changes in the Company’s tax structure that occurred during the year as well as changes
in tax law, and assessing the interpretation of those changes under the relevant jurisdiction’s tax law; (ii) utilizing
tax resources with appropriate knowledge of local jurisdictional laws and regulations; (iii) evaluating the
completeness and accuracy of deferred income taxes, and (iv) assessing the reasonableness of the Company’s
valuation allowance on deferred tax assets, including projections of taxable income from the future reversal of
existing taxable temporary differences.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1999.
Houston, Texas
February 18, 2020
AR-44
Ernst & Young Ltd
Maagplatz 1
P.O. Box
8005 Zurich
Phone: +41 58 286 86 86
Fax: +41 58 286 30 04
www.ey.com/ch
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, February 18, 2020
Report of the statutory auditor on the consolidated financial statements
Opinion
As statutory auditor, we have audited the consolidated financial statements of Transocean Ltd. and its subsidiaries (the Company), which
comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of operations,
comprehensive loss, equity, cash flows, and notes to the consolidated financial statements for each of the three years in the period ended
December 31, 2019 (pages AR-47 – AR-80). In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Company as of December 31, 2019 and 2018, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended December 31, 2019, in accordance with U.S. generally accepted accounting
principles and comply with Swiss law.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with U.S. generally accepted
accounting principles and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal
control system relevant to the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud
or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting
estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
and are required to be independent with respect to the Company. We conducted our audits in accordance with Swiss law, Swiss Auditing
Standards and the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement, whether due to fraud or error.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control
system relevant to the entity’s preparation of the consolidated financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit
also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well
as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to
which they relate.
AR-45
Description of the
Matter
Income Taxes
As discussed in Notes 2 and 12 to the consolidated financial statements, the Company operates in
multiple jurisdictions through a complex operating structure and is subject to applicable tax laws, treaties
or regulations in each jurisdiction where it operates. The Company’s provision for income taxes is based
on the tax laws and rates applicable in each jurisdiction. The Company recognizes tax benefits they
believe are more likely than not to be sustained upon examination by the taxing authorities based on the
technical merits of the position.
Auditing management’s provision for income taxes and related deferred taxes is complex because of
the Company’s multi-national operating structure. In addition, a higher degree of auditor judgment was
required to evaluate the Company’s deferred tax provision as a result of the Company’s interpretation
of tax law in each jurisdiction across its multiple subsidiaries.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Company’s income tax provision process, including controls over management’s review of the
identification and valuation of deferred income taxes and changes in tax laws and regulations that may
impact the Company’s deferred income tax provision.
Our audit procedures also included, among others, (i) obtaining an understanding of the Company’s
overall tax structure, evaluating changes in the Company’s tax structure that occurred during the year
as well as changes in tax law, and assessing the interpretation of those changes under the relevant
jurisdiction’s tax law; (ii) utilizing tax resources with appropriate knowledge of local jurisdictional laws
and regulations; (iii) evaluating the completeness and accuracy of deferred income taxes, and
(iv) assessing the reasonableness of the Company’s valuation allowance on deferred tax assets,
including projections of taxable income from the future reversal of existing taxable temporary differences.
Report on other legal requirements
We are a public accounting firm registered with the Swiss Federal Audit Oversight Authority (FAOA) and the PCAOB and we confirm that we
meet the legal requirements on licensing according to the Auditor Oversight Act (AOA). We are independent with respect to the Company
in accordance with Swiss law (article 728 CO and article 11 AOA) and U.S. federal securities laws as well as the applicable rules and
regulations of the Swiss audit profession, the U.S. Securities and Exchange Commission and the PCAOB, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which
has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
We have served as the Company’s auditor since 2008.
Ernst & Young Ltd
/s/ Reto Hofer
Licensed audit expert
(Auditor in charge)
/s/ Ralph Petermann
Certified public accountant
AR-46
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Years ended December 31,
2018
2017
2019
Contract drilling revenues
Other revenues
Costs and expenses
Operating and maintenance
Depreciation and amortization
General and administrative
Loss on impairment
Loss on disposal of assets, net
Operating loss
Other income (expense), net
Interest income
Interest expense, net of amounts capitalized
Loss on retirement of debt
Other, net
Loss before income tax expense
Income tax expense
Net loss
Net income (loss) attributable to noncontrolling interest
Net loss attributable to controlling interest
Loss per share
Basic
Diluted
Weighted-average shares outstanding
Basic
Diluted
$
3,088 $
—
3,088
3,018 $
—
3,018
2,731
242
2,973
2,140
855
193
3,188
(609)
(12)
(721)
43
(660)
(41)
181
(477)
(1,198)
59
1,799
818
188
2,805
(1,464)
—
(1,251)
53
(620)
(3)
46
(524)
(1,775)
228
1,389
832
156
2,377
(1,498)
(1,603)
(2,505)
43
(491)
(55)
5
(498)
(3,003)
94
(1,257)
(2)
(1,255) $
(2,003)
(7)
(1,996) $
(3,097)
30
(3,127)
$
$
$
(2.05) $
(2.05) $
(4.27) $
(4.27) $
(8.00)
(8.00)
612
612
468
468
391
391
See accompanying notes.
AR-47
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In millions)
Years ended December 31,
2018
2017
2019
Net loss
Net income (loss) attributable to noncontrolling interest
Net loss attributable to controlling interest
Components of net periodic benefit costs before reclassifications
Components of net periodic benefit costs reclassified to net loss
Other comprehensive income (loss) before income taxes
Income taxes related to other comprehensive income
Other comprehensive income (loss)
Other comprehensive income attributable to noncontrolling interest
Other comprehensive income (loss) attributable to controlling interest
Total comprehensive loss
Total comprehensive income (loss) attributable to noncontrolling interest
Total comprehensive loss attributable to controlling interest
$
(1,257) $
(2)
(1,255)
(2,003) $
(7)
(1,996)
(3,097)
30
(3,127)
(25)
4
(21)
—
(21)
—
(21)
6
5
11
—
11
—
11
—
21
21
(28)
(7)
—
(7)
(1,278)
(2)
(1,276) $
(1,992)
(7)
(1,985) $
(3,104)
30
(3,134)
$
See accompanying notes.
AR-48
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
Assets
Cash and cash equivalents
Accounts receivable, net
Materials and supplies, net
Restricted cash accounts and investments
Other current assets
Total current assets
Property and equipment
Less accumulated depreciation
Property and equipment, net
Contract intangible assets
Deferred income taxes, net
Other assets
Total assets
Liabilities and equity
Accounts payable
Accrued income taxes
Debt due within one year
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes, net
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies
Shares, CHF 0.10 par value, 639,674,422 authorized, 142,365,398 conditionally authorized, 617,970,525 issued
and 611,871,374 outstanding at December 31, 2019, and 638,285,574 authorized, 143,754,246 conditionally
authorized, 610,581,677 issued and 609,649,291 outstanding at December 31, 2018
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total controlling interest shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
$
$
$
December 31,
2019
2018
1,790
654
479
558
159
3,640
24,281
(5,434)
18,847
608
20
990
24,105
311
64
568
781
1,724
8,693
266
1,555
10,514
$
$
$
2,160
604
474
551
159
3,948
25,811
(5,403)
20,408
795
66
448
25,665
269
70
373
746
1,458
9,605
64
1,424
11,093
59
13,424
(1,297)
(324)
11,862
5
11,867
24,105
59
13,394
(67)
(279)
13,107
7
13,114
25,665
$
$
See accompanying notes.
AR-49
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
Shares
Balance, beginning of period
Issuance of shares under share-based compensation plans
Issuance of shares in acquisition transactions
Balance, end of period
Additional paid-in capital
Balance, beginning of period
Share-based compensation
Issuance of shares in acquisition transactions
Equity component of convertible debt instruments
Acquisition of redeemable noncontrolling interest
Allocated capital for transactions with holders of noncontrolling interest
Other, net
Balance, end of period
Retained earnings (accumulated deficit)
Balance, beginning of period
Net loss attributable to controlling interest
Effect of adopting accounting standards updates
Balance, end of period
Accumulated other comprehensive loss
Balance, beginning of period
Other comprehensive income (loss) attributable to controlling interest
Effect of adopting accounting standards update
Balance, end of period
Total controlling interest shareholders’ equity
Balance, beginning of period
Total comprehensive loss attributable to controlling interest
Share-based compensation
Issuance of shares in acquisition transactions
Equity component of convertible debt instruments
Acquisition of redeemable noncontrolling interest
Allocated capital for transactions with holders of noncontrolling interest
Other, net
Balance, end of period
Noncontrolling interest
Balance, beginning of period
Total comprehensive income (loss) attributable to noncontrolling interest
Recognition of noncontrolling interest in business combination
Acquisition of noncontrolling interest
Allocated capital for transactions with holders of noncontrolling interest
Balance, end of period
Total equity
Balance, beginning of period
Total comprehensive loss
Share-based compensation
Issuance of shares in acquisition transactions
Equity component of convertible debt instruments
Recognition of noncontrolling interest in business combination
Acquisition of redeemable noncontrolling interest
Acquisition of noncontrolling interest
Other, net
Balance, end of period
Years ended December 31,
2017
2018
2019
Quantity
Years ended December 31,
2017
2019
2018
Amount
610
2
—
612
391
3
216
610
389 $
2
—
391 $
59 $
—
—
59 $
37 $
—
22
59 $
36
1
—
37
$ 13,394 $ 11,031 $ 10,993
41
—
—
—
—
(3)
$ 13,424 $ 13,394 $ 11,031
45
2,101
172
53
(3)
(5)
37
—
—
—
—
(7)
$
(67) $ 1,929 $ 5,056
(3,127)
(1,996)
—
—
(67) $ 1,929
(1,255)
25
$ (1,297) $
$
$
(279) $
(21)
(24)
(324) $
(290) $
11
—
(279) $
(283)
(7)
—
(290)
$ 13,107 $ 12,707 $ 15,802
(3,134)
41
—
—
—
—
(2)
$ 11,862 $ 13,107 $ 12,707
(1,276)
37
—
—
—
—
(6)
(1,985)
45
2,123
172
53
(3)
(5)
$
$
7 $
(2)
—
—
—
5 $
4 $
(2)
33
(31)
3
7 $
3
1
—
—
—
4
$ 13,114 $ 12,711 $ 15,805
(3,133)
41
—
—
—
—
—
(2)
$ 11,867 $ 13,114 $ 12,711
(1,278)
37
—
—
—
—
—
(6)
(1,987)
45
2,123
172
33
53
(31)
(5)
See accompanying notes.
AR-50
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years ended December 31,
2018
2017
2019
Cash flows from operating activities
Net loss
Adjustments to reconcile to net cash provided by operating activities:
$
(1,257) $
(2,003) $
(3,097)
Contract intangible asset amortization
Depreciation and amortization
Share-based compensation expense
Loss on impairment
Loss on disposal of assets, net
Loss on retirement of debt
Gain on termination of construction contracts
Deferred income tax expense (benefit)
Other, net
Changes in deferred revenues, net
Changes in deferred costs, net
Changes in other operating assets and liabilities, net
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Investments in unconsolidated affiliates
Cash paid in business combinations, net of cash acquired
Proceeds from maturities of unrestricted and restricted investments
Deposits to unrestricted investments
Other, net
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issuance of debt, net of discounts and issue costs
Repayments of debt
Proceeds from investments restricted for financing activities
Payments to terminate derivative instruments
Other, net
Net cash used in financing activities
Net decrease in unrestricted and restricted cash and cash equivalents
Unrestricted and restricted cash and cash equivalents, beginning of period
Unrestricted and restricted cash and cash equivalents, end of period
187
855
37
609
12
41
(132)
248
41
43
(33)
(311)
340
(387)
70
(77)
—
123
—
3
(268)
112
818
45
1,464
—
3
—
(16)
6
(139)
34
234
558
(184)
43
(107)
(883)
507
(173)
—
(797)
—
832
41
1,498
1,603
55
—
89
55
33
54
7
1,170
(497)
350
—
—
—
(450)
10
(587)
1,056
(1,325)
—
—
(43)
(312)
2,054
(2,105)
26
(92)
(30)
(147)
1,144
(2,284)
102
—
(3)
(1,041)
(240)
2,589
2,349 $
(386)
2,975
2,589 $
(458)
3,433
2,975
$
See accompanying notes.
AR-51
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—BUSINESS
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us”
or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding
sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our mobile
offshore drilling fleet is considered one of the most versatile fleets in the world. We contract our drilling rigs, related equipment and work
crews predominantly on a dayrate basis to drill oil and gas wells. As of December 31, 2019, we owned or had partial ownership interests in
and operated a fleet of 45 mobile offshore drilling units, including 28 ultra-deepwater floaters, 14 harsh environment floaters and three
midwater floaters. As of December 31, 2019, we were constructing two ultra-deepwater drillships.
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S.,
we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the
disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related
to our allowance for doubtful accounts, allowance for excess and obsolete materials and supplies, property and equipment, assets held for
sale, goodwill, income taxes, contingencies, share-based compensation and postemployment benefit plans. We base our estimates and
assumptions on historical experience and on various other factors we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
Actual results could differ from such estimates.
Fair value measurements—We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants in the principal market for the asset or liability. Our valuation techniques require inputs
that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable
inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs,
including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets
(“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market
data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest
level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.
Consolidation—We consolidate entities in which we have a majority voting interest and entities that meet the criteria for variable
interest entities for which we are deemed to be the primary beneficiary for accounting purposes. We eliminate intercompany transactions
and accounts in consolidation. We apply the equity method of accounting for an investment in an unconsolidated entity if we have the ability
to exercise significant influence over the entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest
entity criteria, but for which we are not deemed to be the primary beneficiary. We apply the cost method of accounting for an investment in
an entity if we do not have the ability to exercise significant influence over the unconsolidated entity. We separately present within equity on
our consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in our consolidated subsidiaries,
and we separately present net income attributable to such parties on our consolidated statements of operations. See Note 5—
Unconsolidated Affiliates and Note 16—Equity.
Business combinations—We apply the acquisition method of accounting for business combinations, under which we record the
acquired assets and assumed liabilities at fair value and recognize goodwill to the extent the consideration transferred exceeds the fair value
of the net assets acquired. To the extent the fair value of the net assets acquired exceeds the consideration transferred, we recognize a
bargain purchase gain. We estimate the fair values of the acquired assets and assumed liabilities as of the date of the acquisition, and our
estimates are subject to adjustment through completion, which is in each case within one year of the acquisition date, based on our ongoing
assessments of the fair values of property and equipment, intangible assets, other assets and liabilities and our evaluation of tax positions
and contingencies. See Note 4—Business Combinations.
Goodwill—We conduct impairment testing for our goodwill annually as of October 1 and more frequently, on an interim basis,
when an event occurs or circumstances change that indicate that the fair value of our reporting unit may have declined below its carrying
value. We test goodwill at the reporting unit level, which is defined as an operating segment or one level below an operating segment that
constitutes a business for which financial information is available and is regularly reviewed by management. We determined that we have a
single reporting unit for this purpose. Before testing goodwill, we consider whether or not to first assess qualitative factors to determine
whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit
is less than its carrying amount. If, as the result of our qualitative assessment, we determine that an impairment test is required, or,
alternatively, if we elect to forgo the qualitative assessment, we record an impairment to goodwill to the extent the carrying amount of the
reporting unit, including goodwill, exceeds the fair value of the reporting unit. In the year ended December 31, 2018, as a result of an interim
goodwill test, we recognized an aggregate loss of $462 million, which had no tax effect, associated with the impairment of our goodwill. See
Note 4—Business Combinations and Note 8—Goodwill and Other Intangibles.
AR-52
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Contract intangibles—We recognize contract intangible assets and liabilities related to acquired executory contracts, such as
drilling contracts and construction contracts. The drilling contract intangible assets represent the amount by which the fixed dayrates of the
acquired contracts were above the market dayrates that were available or expected to be available during the term of the contract for similar
contracts, measured as of the acquisition date. We amortize the carrying amount of the drilling contract intangible assets using the
straight-line method over the expected remaining contract period as a reduction of contract drilling revenues. At December 31, 2019 and
2018, the aggregate carrying amount of our drilling contract intangible assets was $608 million and $795 million, respectively. The
construction contract intangible liabilities represent the amount by which the remaining payments due under the acquired contracts were
above market construction rates for similar drilling units, measured as of the acquisition date. Upon cancellation of the construction contracts,
we eliminated the contract intangible liabilities with a corresponding adjustment to earnings. See Note 4—Business Combinations and
Note 8—Goodwill and Other Intangibles.
Derivative instruments—We record derivatives on our consolidated balance sheet, measured at fair value. We recognize the
gains and losses associated with changes in the fair value of undesignated derivatives in current period earnings. See Note 11—Derivative
Instruments.
Revenue recognition—We recognize revenues earned under our drilling contracts based on variable dayrates, which range from
a full operating dayrate to lower rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific
activities we perform during the contract on an hourly, or more frequent, basis. Such dayrate consideration is attributed to the distinct time
period to which it relates within the contract term, and therefore, is recognized as we perform the services. When the operating dayrate
declines over the contract term, we recognize revenues on a straight-line basis over the full contract period. We recognize reimbursement
revenues and the corresponding costs as we provide the customer-requested goods and services, when such reimbursable costs are
incurred while performing drilling operations. Prior to performing drilling operations, we may receive pre-operating revenues, on either a
fixed lump-sum or variable dayrate basis, for mobilization, contract preparation, customer-requested goods and services or capital upgrades,
which we recognize on a straight-line basis over the estimated contract period. We recognize losses for loss contracts as such losses are
incurred. We recognize revenues for demobilization over the contract period unless otherwise constrained. We recognize revenues from
contract terminations as we fulfill our obligations and all contingencies have been resolved. To obtain contracts with our customers, we incur
costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer pre-operating costs, such as contract preparation and
mobilization costs, and recognize such costs on a straight-line basis, consistent with the general pace of activity, in operating and
maintenance costs over the estimated contract period. We apply the optional exemption that permits us to exclude disclosure of the
estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our
transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability
of which will be resolved at the time of the future services. See Note 6—Revenues.
Share-based compensation—To measure the fair values of granted or modified service-based restricted share units, we use the
market price of our shares on the grant date or modification date. To measure the fair values of granted or modified stock options, we use
the Black-Scholes-Merton option-pricing model and apply assumptions for the expected life, risk-free interest rate, expected volatility and
dividend yield. To measure the fair values of granted or modified performance-based restricted share units subject to market factors, we
use a Monte Carlo simulation model and, in addition to the assumptions applied for the Black-Scholes-Merton option-pricing model, we use
a risk neutral approach and an average price at the performance start date. We recognize share-based compensation expense in the same
financial statement line item as cash compensation paid to the respective employees or non-employee directors. We recognize such
compensation expense on a straight-line basis over the service period through the date the employee or non-employee director is no longer
required to provide service to earn the award. See Note 17—Share Based Compensation Plans.
Capitalized interest—We capitalize interest costs for qualifying construction and upgrade projects and only capitalize interest
costs during periods in which progress for the construction projects continues to be underway. In the years ended December 31, 2019, 2018
and 2017, we capitalized interest costs of $38 million, $37 million and $116 million, respectively, for our construction work in progress.
Functional currency—We consider the U.S. dollar to be the functional currency for all of our operations since the majority of our
revenues and expenditures are denominated in U.S. dollars, which limits our exposure to currency exchange rate fluctuations. We recognize
currency exchange rate gains and losses in other, net. In the years ended December 31, 2019, 2018 and 2017, we recognized a net gain
of $2 million, a net loss of $38 million and a net loss of $6 million, respectively, related to currency exchange rates.
Income taxes—We provide for income taxes based on the tax laws and rates in effect in the countries in which we operate and
earn income. We recognize the effect of changes in tax laws as of the date of enactment. We recognize potential global intangible low-taxed
income inclusions as a period cost. There is little or no expected relationship between the provision for or benefit from income taxes and
income or loss before income taxes because the countries in which we operate have taxation regimes that vary not only with respect to
nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and
taxed in any particular country or countries may fluctuate from year to year.
We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences
are expected to be recovered or paid. We record a valuation allowance for deferred tax assets when it is more likely than not that some or
all of the benefit from the deferred tax asset will not be realized. In evaluating our ability to realize deferred tax assets, we consider all
AR-53
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years.
We also record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain
jurisdictions and for other deferred tax assets where, in our opinion, it is more likely than not that the financial statement benefit of these
losses will not be realized. Additionally, we record a valuation allowance for foreign tax credit carryforwards to reflect the possible expiration
of these benefits prior to their utilization.
We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits
resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Tax exposure items
include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates
and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial
means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. See
Note 12—Income Taxes.
Cash and cash equivalents—We consider cash equivalents to include highly liquid debt instruments with original maturities of
three months or less, such as time deposits with commercial banks that have high credit ratings, U.S. Treasury and government securities,
Eurodollar time deposits, certificates of deposit and commercial paper. We may also invest excess funds in no-load, open-ended,
management investment trusts. Such management trusts invest exclusively in high-quality money market instruments.
Short-term investments—We periodically deposit unrestricted excess funds in time deposits and commercial paper with original
maturities beyond three months. Such short-term investments are with commercial banks with high credit ratings.
Accounts receivable—We earn our revenues by providing our drilling services to integrated oil companies, government-owned
or government-controlled oil companies and other independent oil companies. We evaluate the credit quality of our customers on an ongoing
basis, and we may occasionally require collateral or other security to support customer receivables. We establish an allowance for doubtful
accounts on a case-by-case basis, considering changes in the financial position of a customer, when we believe the required payment of
specific amounts owed to us is unlikely to occur. See Note 3—Accounting Standards Updates.
Materials and supplies—We record materials and supplies at their average cost less an allowance for excess and obsolete items.
We estimate the allowance for excess and obsolete items based on historical experience and expectations for future use of the materials
and supplies. At December 31, 2019 and 2018, our allowance for excess and obsolete items was $127 million and $134 million, respectively.
Restricted cash accounts and investments—We maintain restricted cash accounts and investments that are either pledged for
debt service under certain bond indentures, as required under certain bank credit arrangements, or held in accounts that are subject to
restrictions due to legislation, regulation or court order. We classify such restricted cash accounts and investments in current assets if the
restriction is expected to expire or otherwise be resolved within one year or if such funds are considered to offset liabilities that are properly
classified as current liabilities. At December 31, 2019, the aggregate carrying amount of our restricted cash accounts and investments was
$558 million, recorded in current assets. At December 31, 2018, the aggregate carrying amount of our restricted cash accounts and
investments was $552 million, of which $551 million and $1 million was classified in current assets and other assets, respectively. See
Note 10—Debt, Note 15—Commitments and Contingencies and Note 20—Financial Instruments.
Assets held for sale—We classify an asset as held for sale when the facts and circumstances meet the criteria for such
classification, including the following: (a) we have committed to a plan to sell the asset, (b) the asset is available for immediate sale, (c) we
have initiated actions to complete the sale, including locating a buyer, (d) the sale is expected to be completed within one year, (e) the asset
is being actively marketed at a price that is reasonable relative to its fair value, and (f) the plan to sell is unlikely to be subject to significant
changes or termination. At December 31, 2019, we had no assets classified as held for sale. At December 31, 2018, the aggregate carrying
amount of our assets held for sale, recorded in other current assets, was $25 million. See Note 7—Drilling Fleet.
Property and equipment—The recognition of our property and equipment, consisting primarily of offshore drilling rigs and related
equipment, requires us to apply judgment related to estimates and assumptions for cost capitalization, useful lives and salvage values of our
rigs. These estimates and assumptions are based on both historical experience and expectations regarding future industry conditions and
operations. At December 31, 2019, the aggregate carrying amount of our property and equipment represented approximately 78 percent of
our total assets.
We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable,
and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial
preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an
asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the
asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values.
The estimated original useful lives of our drilling units range from 30 to 35 years, our buildings and improvements range from
two to 30 years and our machinery and equipment range from four to 20 years. We reevaluate the remaining useful lives and salvage values
of our rigs when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in operating
AR-54
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
condition, functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also consider major
capital upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability.
Long-lived asset impairment—We review the carrying amounts of long-lived assets, including property and equipment and
right-of-use assets, for potential impairment when events occur or circumstances change that indicate that the carrying amount of such
assets may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted
future net cash flows based on projected dayrates and utilization of the asset group under review. We consider our asset groups to be
ultra-deepwater floaters, harsh environment floaters and midwater floaters. When an impairment of one or more of our asset groups is
indicated, we measure the impairment as the amount by which the asset group’s carrying amount exceeds its estimated fair value. We
measure the fair values of our contract drilling asset groups by applying a variety of valuation methods, incorporating a combination of cost,
income and market approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the
assets in the principal or most advantageous market for the assets in an orderly transaction between market participants as of the
measurement date. For an asset classified as held for sale, we consider the asset to be impaired to the extent its carrying amount exceeds
its estimated fair value less cost to sell. See Note 7—Drilling Fleet.
Pension and other postemployment benefit plans—We use a measurement date of January 1 for determining net periodic
benefit costs and December 31 for determining plan benefit obligations and the fair values of plan assets. We determine our net periodic
benefit costs based on a market-related value of assets that reduces year-to-year volatility by including investment gains or losses subject
to amortization over a five-year period from the year in which they occur. We calculate investment gains or losses for this purpose as the
difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related
value of assets. If gains or losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize such gains or losses over
the average expected future service period of the employee participants.
We measure our actuarially determined obligations and related costs for our defined benefit pension and other postemployment
benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of
return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected
rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions
based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate
bonds and the expected timing of future benefit payments.
At December 31, 2019 and 2018, our pension and other postemployment benefit plan obligations represented an aggregate liability
of $351 million and $362 million, respectively, and an aggregate asset of $42 million and $47 million, respectively, representing the funded
status of the plans. In the years ended December 31, 2019, 2018 and 2017, aggregate net periodic benefit costs were income of $3 million,
income of $9 million and costs of $5 million, respectively. See Note 14—Postemployment Benefit Plans.
Contingencies—We perform assessments of our contingencies on an ongoing basis to evaluate the appropriateness of our
liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is probable
and the amount of the probable loss can be reasonably estimated. We recognize corresponding assets for those loss contingencies that we
believe are probable of being recovered through insurance. Once established, we adjust the carrying amount of a contingent liability upon
the occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions with respect to the
likelihood or amount of loss. We recognize expense for legal costs as they are incurred, and we recognize a corresponding asset for such
legal costs only if we expect such legal costs to be recovered through insurance.
NOTE 3—ACCOUNTING STANDARDS UPDATES
Recently adopted accounting standards
Leases—Effective January 1, 2019, we adopted the accounting standards update that requires lessees to recognize a right-of-use
asset and lease liability for virtually all leases and updates previous accounting standards for lessors to align certain requirements with the
updates to the revenue recognition accounting standards. We applied the transition method that required us to recognize right-of-use assets,
recorded in other assets, and lease liabilities, recorded in other current liabilities and other long-term liabilities, as of the date of our adoption
with no adjustment to prior periods. We applied the package of practical expedients that permitted us to carry forward historical lease
classifications. For our drilling contracts, we recognize revenues based on the predominant component, which is the service component.
As of January 1, 2019, for the finance leases under which we are the lessee, we reclassified to other assets $528 million, representing the
unamortized right-of-use asset previously recorded in property and equipment, and we reclassified an aggregate remaining lease liability of
$511 million, including $32 million and $479 million recorded in other current liabilities and other long-term liabilities, respectively, previously
recorded in debt due within one year and debt. As of January 1, 2019, for operating leases under which we are the lessee, we recorded a
non-cash adjustment to recognize an aggregate right-of-use asset of $95 million, recorded in other assets, and a corresponding aggregate
remaining lease liability of $133 million, including $15 million and $118 million recorded in other current liabilities and other long-term
liabilities, respectively. We have accounted for lease and non-lease components of our operating leases as a single component. We have
not recognized right-of-use assets or lease liabilities for our short-term leases. Our adoption did not have and is not expected in the future
to have a material effect on our consolidated statements of financial position, operations or cash flows. See Note 9—Leases.
AR-55
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Other comprehensive income—Effective January 1, 2019, we adopted the accounting standards update that allows for a
reclassification from accumulated other comprehensive loss to accumulated deficit for stranded tax effects resulting from legislation
commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). As of January 1, 2019, as a result of our adoption, we recorded
an increase of $24 million to accumulated deficit with a corresponding decrease to accumulated other comprehensive loss.
Recently issued accounting standards
Financial instruments – credit losses—Effective January 1, 2020, we will adopt the accounting standards update that requires
entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term
financings. The update is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those
annual periods. We have established our approach to apply the requirements and do not expect our adoption to have a material effect on
our consolidated statements of financial position, operations or cash flows or on the disclosures contained in our notes to consolidated
financial statements.
NOTE 4—BUSINESS COMBINATIONS
Overview
During the year ended December 31, 2018, we completed the acquisitions of Songa Offshore SE (“Songa”), a European public
company limited by shares, or societas Europaea, existing under the laws of Cyprus, and Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman
Islands exempted company with limited liability. On January 30, 2018, we acquired an approximate 97.7 percent ownership interest in
Songa. On December 5, 2018, we acquired Ocean Rig in a merger transaction. We believe both acquisitions further strengthen our position
as a leader in providing ultra-deepwater and harsh environment drilling services by adding additional high-value assets, and the Songa
acquisition, supported by significant contract backlog, also strengthens our footprint in harsh environment operating areas. In the
years ended December 31, 2018 and 2017, in connection with our acquisitions, we incurred acquisition costs of $24 million and $4 million,
respectively, recorded in general and administrative costs and expenses.
We included the operating results of Songa and Ocean Rig in our consolidated results of operations, commencing on the acquisition
date, January 30, 2018 and December 5, 2018, respectively. In the year ended December 31, 2018, our consolidated statement of
operations includes revenues of $497 million and net income of $87 million associated with the operations of Songa and revenues of
$15 million and net loss of $8 million associated with the operations of Ocean Rig. Pro forma combined operating results, assuming the
acquisitions were completed as of January 1, 2017, were as follows (in millions, except per share data):
Contract drilling revenues
Net loss
Per share loss - basic and diluted
Ocean Rig UDW Inc.
Years ended December 31,
$
2018
3,373 $
(2,124)
(3.47)
2017
4,386
(3,174)
(5.29)
Consideration—To complete the acquisition, we issued 147.7 million shares with a per share market value of $9.32, based on
the market value of our shares on the acquisition date, and made an aggregate cash payment of $1.2 billion. The aggregate fair value of
the consideration transferred in the business combination was as follows (in millions):
Consideration transferred
Aggregate fair value of shares issued as partial consideration for Ocean Rig shares
Aggregate cash paid as partial consideration for Ocean Rig shares
Total consideration transferred in business combination
Total
$
$
1,377
1,168
2,545
Assets and liabilities—The fair values of assets acquired and liabilities assumed, measured as of December 5, 2018, were as
follows (in millions):
Assets acquired
Cash and cash equivalents
Accounts receivable
Property and equipment
Drilling contract intangible assets
Other assets
Liabilities assumed
Accounts payable and other current liabilities
Construction contract intangible liabilities
Other long-term liabilities
Net assets acquired
AR-56
Total
152
76
2,205
275
115
71
132
54
2,566
$
$
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
In the year ended December 31, 2019, we completed our estimates of the fair values of the assets and liabilities. In the years
ended December 31, 2019 and 2018, we recognized a gain of $11 million and $10 million, respectively, recorded in other, net, for a
cumulative gain of $21 million associated with the bargain purchase, primarily due to the decline in the market value of our shares between
the announcement date and the closing date. We estimated the fair value of the rigs and related equipment by applying a combination of
income and market approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the
assets in the principal or most advantageous markets for the assets in an orderly transaction between participants as of the acquisition date.
We estimated the fair value of the drilling contracts by comparing the contractual dayrates over the remaining firm contract term and option
periods relative to the projected market dayrates as of the acquisition date. We estimated the fair value of the construction contracts by
comparing the contractual future payments and terms relative to the market payments and terms as of the acquisition date. Our estimates
of fair value for the drilling units and contract intangibles required us to use significant unobservable inputs, representative of a Level 3 fair
value measurement, including assumptions related to the future performance of the assets, such as future commodity prices, projected
demand for our services, rig availability, rig utilization, dayrates, remaining useful lives of the rigs and discount rates.
Songa Offshore SE
Consideration—To complete the acquisition, we issued 66.9 million shares with a per share market value of $10.99, based on
the market value of our shares on the acquisition date. We also issued $854 million aggregate principal amount of 0.50% exchangeable
senior bonds due January 30, 2023 (the “Exchangeable Bonds”), comprised of $562 million aggregate principal amount as partial
consideration to Songa shareholders and $292 million aggregate principal amount as settlement for certain Songa indebtedness. The
aggregate fair value of the consideration transferred in the business combination was as follows (in millions):
Consideration transferred
Aggregate fair value of shares issued as partial consideration for Songa shares
Aggregate fair value of Exchangeable Bonds issued as partial consideration for Songa shares
Consideration transferred to Songa shareholders
Aggregate fair value of Exchangeable Bonds issued for settlement of certain Songa indebtedness
Total consideration transferred in business combination
Total
$
$
735
675
1,410
351
1,761
Assets and liabilities—The fair values of assets acquired, liabilities assumed and noncontrolling interest, measured as of
January 30, 2018, were as follows (in millions):
Assets acquired
Cash and cash equivalents
Accounts receivable
Other current assets
Property and equipment
Goodwill
Contract intangible assets
Liabilities assumed
Accounts payable and other current liabilities
Debt
Other long-term liabilities
Net assets acquired
Noncontrolling interest in business combination
Controlling interest acquired in business combination
Total
113
115
80
2,414
462
632
178
1,768
76
1,794
33
1,761
$
$
In the year ended December 31, 2018, we completed our estimates of the fair values of the assets and liabilities. We estimated
the fair value of the rigs and related equipment by applying a combination of income and market approaches, using projected discounted
cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous markets for the
assets in an orderly transaction between participants as of the acquisition date. We estimated the fair value of the drilling contracts by
comparing the contractual dayrates over the remaining firm contract term and option periods relative to the projected market dayrates as of
the acquisition date. The goodwill resulting from the business combination was attributed to synergies and intangible assets that did not
qualify for separate recognition. Our estimates of fair value for these assets required us to use significant unobservable inputs, representative
of a Level 3 fair value measurement, including assumptions related to the future performance of the assets, such as future commodity prices,
projected demand for our services, rig availability, dayrates and discount rates. We estimated the fair value of the debt using significant
other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments.
Noncontrolling interest—On March 28, 2018, we acquired the remaining Songa shares not owned by us through a compulsory
acquisition under Cyprus law, and as a result, Songa became our wholly owned subsidiary. As consideration for the remaining Songa
shares, we issued 1.1 million shares and $9 million aggregate principal amount of Exchangeable Bonds and we made an aggregate cash
AR-57
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
payment of $8 million to Songa shareholders who elected to receive a cash payment or failed to make an election, for an aggregate fair
value of $30 million.
NOTE 5—UNCONSOLIDATED AFFILIATES
Investments—We hold investments in various partially owned, unconsolidated companies. In the years ended December 31,
2019 and 2018, we made an aggregate cash contribution of $74 million and $91 million, respectively, to Orion Holdings (Cayman) Limited
(together with its subsidiary, “Orion”), a Cayman Islands company that, through its wholly owned subsidiary, owns the harsh environment
floater Transocean Norge. At December 31, 2019 and 2018, the aggregate carrying amount of our investment in Orion, representing a
33.0 percent ownership interest, was $164 million and $91 million, respectively, recorded in other assets using the equity method of
accounting. We also invest in certain companies that are involved in researching and developing technology to improve efficiency and
reliability and to increase automation, sustainability and safety in drilling and other activities.
Related party transactions—We engage in certain related party transactions with Orion under a management services agreement
for the operation and maintenance of the harsh environment floater Transocean Norge and a shipyard care agreement for the construction
of the rig. In the year ended December 31, 2019, we received an aggregate cash payment of $96 million, primarily related to the
commissioning, preparation and mobilization of Transocean Norge under the shipyard care agreement. We also lease the rig under a
short-term bareboat charter agreement, which is now expected to expire in late 2020. In the year ended December 31, 2019, we recognized
rent expense of $8 million, recorded in operating and maintenance costs, and made an aggregate cash payment of $6 million under the
bareboat charter agreement. In the year ended December 31, 2019, we made an aggregate cash payment of $7 million to other
unconsolidated affiliates, primarily capital expenditures for equipment to improve reliability and reduce emissions, and $4 million for research
and development, recorded in general and administrative costs. At December 31, 2019, we had receivables of $26 million, recorded in other
current assets, and payables of $9 million, recorded other current liabilities, due from or to all unconsolidated affiliates. At December 31,
2018, we had receivables of $7 million, recorded in other current assets, due from all unconsolidated affiliates.
NOTE 6—REVENUES
Overview—We earn revenues primarily by performing the following activities: (i) providing our drilling rig, work crews, related
equipment and services necessary to operate the rig (ii) delivering the drilling rig by mobilizing to and demobilizing from the drill location, and
(iii) performing certain pre-operating activities, including rig preparation activities or equipment modifications required for the contract. These
services represent a single performance obligation under our drilling contracts with customers that is satisfied over time.
The duration of our performance obligation varies by contract. At December 31, 2019, the drilling contract with the longest expected
remaining duration, excluding unexercised options, extends through February 2028. In the year ended December 31, 2019, we recognized
revenues of $10 million for performance obligations satisfied in previous periods due to certain revenues recognized on a cash basis. In the
year ended December 31, 2018, we recognized revenues of $174 million for performance obligations satisfied in previous periods, primarily
related to revenues for a customer’s contract termination and certain revenues recognized on a cash basis.
To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and deliver or mobilize the rig to
the drilling location. We defer such pre-operating costs and recognize the costs on a straight-line basis, consistent with the general pace of
activity, in operating and maintenance costs over the estimated contract period. In the years ended December 31, 2019, 2018 and 2017,
we recognized pre-operating costs of $18 million, $45 million and $45 million, respectively. At December 31, 2019 and 2018, the
unrecognized pre-operating costs to obtain contracts was $34 million and $2 million, respectively, recorded in other assets.
Disaggregation—We recognized revenues as follows (in millions):
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
Total revenues
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total revenues
Year ended December 31, 2019
U.S.
Norway Brazil Other
Total
$
$
1,264 $
—
—
—
1,264 $
— $
775
—
—
775 $
119 $
—
6
—
125 $
574 $
294
1
55
924 $
1,957
1,069
7
55
3,088
Year ended December 31, 2018
U.S.
Norway Brazil Other
Total
$
$
1,496 $
—
—
—
—
1,496 $
— $
651
—
—
—
651 $
26 $
—
84
—
—
110 $
266 $
323
40
74
58
761 $
1,788
974
124
74
58
3,018
AR-58
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total revenues
Year ended December 31, 2017
U.S.
Norway Brazil Other
Total
$
$
1,519 $
8
—
—
—
1,527 $
— $
83
—
—
—
83 $
235 $
—
100
—
—
335 $
294 $
365
44
153
172
1,028 $
2,048
456
144
153
172
2,973
Contract liabilities—We recognize contract liabilities, recorded in other current liabilities and other long-term liabilities, for
mobilization, contract preparation, capital upgrades and deferred revenues for declining dayrate contracts using the straight-line method over
the remaining contract term. Contract liabilities for our contracts with customers were as follows (in millions):
Deferred contract revenues, recorded in other current liabilities
Deferred contract revenues, recorded in other long-term liabilities
Total contract liabilities
Significant changes in contract liabilities were as follows (in millions):
Total contract liabilities, beginning of period
Decrease due to recognition of revenues for goods and services
Increase due to goods and services transferred over time
Total contract liabilities, end of period
December 31,
2019
2018
$
$
100 $
429
529 $
87
399
486
Years ended December 31,
2019
2018
$
$
486 $
(114)
157
529 $
625
(239)
100
486
NOTE 7—DRILLING FLEET
Construction work in progress—The changes in our construction work in progress, including capital expenditures and other
capital additions, were as follows (in millions):
Construction work in progress, beginning of period
$
2019
Years ended December 31,
2018
1,392
632
$
$
2017
2,171
Capital expenditures
Newbuild construction program
Other equipment and construction projects
Total capital expenditures
Changes in accrued capital additions
Construction work in progress impaired
Construction work in progress acquired in business combination
Construction work in progress sold
Property and equipment placed into service
Newbuild construction program
Other property and equipment
Construction work in progress, end of period
129
258
387
20
(5)
—
—
75
109
184
4
—
28
—
397
100
497
(23)
—
—
(289)
—
(281)
753 $
(903)
(73)
632 $
(896)
(68)
1,392
$
Impairments of assets held and used—During the year ended December 31, 2017, we identified indicators that the asset groups
in our contract drilling services reporting unit may not be recoverable. In the year ended December 31, 2017, such indicators included a
significant decline in commodity prices and the market value of our stock, a reduction of projected dayrates and a further extension of low
utilization rates. In the year ended December 31, 2017, as a result of our testing, we recognized a loss of $94 million ($93 million, or $0.25 per
diluted share, net of tax) associated with the impairment of the midwater floater asset group. We measured the fair value of the asset groups
by applying a combination of income and market approaches, using projected discounted cash flows and estimates of the exchange price
that would be received for the assets in the principal or most advantageous markets for the assets in an orderly transaction between
participants as of the measurement date. Our estimate of fair value required us to use significant unobservable inputs, representative of a
Level 3 fair value measurement, including assumptions related to the future performance of our contract drilling services reporting unit, such
as future commodity prices, projected demand for our services, rig availability and dayrates.
Impairments of assets held for sale—In the year ended December 31, 2019, we recognized an aggregate loss of $578 million
($0.94 per diluted share), which had no tax effect, associated with the impairment of the ultra-deepwater floaters Discoverer Deep Seas,
AR-59
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Discoverer Enterprise and Discoverer Spirit, along with related assets, which we determined were impaired at the time we classified the
assets as held for sale. In the year ended December 31, 2018, we recognized an aggregate loss of $999 million ($2.13 per diluted share),
which had no tax effect, associated with the impairment of the ultra-deepwater floaters Deepwater Discovery, Deepwater Frontier,
Deepwater Millennium and GSF C.R. Luigs, the deepwater floaters Jack Bates and Transocean 706 and the midwater floaters Songa Delta
and Songa Trym, along with related assets, which we determined were impaired at the time that we classified the assets as held for sale. In
the year ended December 31, 2017, we recognized an aggregate loss of $1.4 billion ($3.59 per diluted share), which had no tax effect,
associated with the impairment of the ultra-deepwater floaters Cajun Express, Deepwater Pathfinder, GSF Jack Ryan, Sedco Energy and
Sedco Express, the deepwater floater Transocean Marianas and the midwater floaters Transocean Prospect and Transocean Searcher,
along with related assets, which we determined were impaired at the time that we classified the assets as held for sale.
We measured the impairment of the drilling units and related assets as the amount by which the carrying amount exceeded the
estimated fair value less costs to sell. We estimated the fair value of the assets using significant other observable inputs, representative of
Level 2 fair value measurements, including indicative market values for the drilling units and related assets to be sold for scrap value or
binding contracts to sell such assets for alternative purposes. If we commit to plans to sell additional rigs for values below the respective
carrying amounts, we will be required to recognize additional losses in future periods associated with the impairment of such assets.
the
sale of
the ultra-deepwater
Dispositions—During the year ended December 31, 2019, in connection with our efforts to dispose of non-strategic assets, we
completed
floaters Deepwater Frontier, Deepwater Millennium, Discoverer Deep Seas,
Discoverer Enterprise, Discoverer Spirit and Ocean Rig Paros, the harsh environment floater Eirik Raude, the deepwater floaters Jack Bates
and Transocean 706 and the midwater floaters Actinia and Songa Delta, along with related assets. In the year ended December 31, 2019,
we received aggregate net cash proceeds of $64 million and recognized an aggregate net gain of $4 million, which had no tax effect,
associated with the disposal of these assets. In the year ended December 31, 2019, we received aggregate net cash proceeds of $6 million
and recognized an aggregate net loss of $16 million associated with the disposal of assets unrelated to rig sales.
During the year ended December 31, 2018, we completed the sale of the ultra-deepwater floaters Cajun Express,
Deepwater Discovery, Deepwater Pathfinder, GSF C.R. Luigs, Sedco Energy and Sedco Express,
floater
Transocean Marianas and the midwater floater Songa Trym, along with related assets. In the year ended December 31, 2018, we received
aggregate net cash proceeds of $36 million and recognized an aggregate net gain of $7 million ($0.01 per diluted share), which had no tax
effect, associated with the disposal of these assets. In the year ended December 31, 2018, we received aggregate net cash proceeds of
$7 million and recognized an aggregate net loss of $7 million associated with the disposal of assets unrelated to rig sales.
the deepwater
On May 31, 2017, we completed the sale of 10 high-specification jackups, including GSF Constellation I, GSF Constellation II,
GSF Galaxy I, GSF Galaxy II, GSF Galaxy III, GSF Monarch, Transocean Andaman, Transocean Ao Thai, Transocean Honor and
Transocean Siam Driller, along with related assets, and novated the contracts relating to the construction of five high-specification jackups,
together with related assets. In the year ended December 31, 2017, we received aggregate net cash proceeds of $319 million and
recognized an aggregate net loss of $1.6 billion ($4.08 per diluted share), which had no tax effect, associated with the disposal of these
assets. Following the completion of the sale, we continued to operate three of these high-specification jackups through completion of the
drilling contracts, the last of which was completed in October 2018. In the years ended December 31, 2018 and 2017, excluding our loss on
the disposal of these assets, our operating results included income of $44 million and $65 million, respectively, before taxes, associated with
the high-specification jackup asset group.
During the year ended December 31, 2017, we also completed the sale of the ultra-deepwater floater GSF Jack Ryan and the
midwater floaters GSF Rig 140, Transocean Prospect and Transocean Searcher, along with related assets. In the year ended December 31,
2017, we received aggregate net cash proceeds of $22 million and recognized an aggregate net gain of $9 million ($0.01 per diluted share),
which had no tax effect, associated with the disposal of these assets. In the year ended December 31, 2017, we received aggregate net
cash proceeds of $9 million and recognized an aggregate net loss of $15 million associated with the disposal of assets unrelated to rig sales.
Assets held for sale—At December 31, 2018, the aggregate carrying amount of our assets held for sale, including the
ultra-deepwater floaters Deepwater Frontier and Deepwater Millennium, the deepwater floaters Jack Bates and Transocean 706 and the
midwater floater Songa Delta, along with related assets, was $25 million, recorded in other current assets.
NOTE 8—GOODWILL AND OTHER INTANGIBLES
Goodwill—During the three months ended June 30, 2018, we classified as held for sale and impaired three ultra-deepwater
floaters (see Note 7—Drilling Fleet). We identified the impairment of these assets as an indicator that our goodwill may be impaired. In the
year ended December 31, 2018, as a result of our interim goodwill impairment test, we recognized a loss of $462 million ($0.99 per diluted
share), which had no tax effect, associated with the impairment of the full balance of our goodwill. We estimated the fair value of the contract
drilling services reporting unit using the income approach. Our estimate of fair value required us to use significant unobservable inputs,
representative of a Level 3 fair value measurement, including assumptions related to the future performance of the reporting unit, such as
future commodity prices, projected demand for our services, rig availability and dayrates.
AR-60
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Finite-lived intangible assets and liabilities—The gross carrying amount and accumulated amortization of our drilling contract
intangible assets were as follows (in millions):
Drilling contract intangible assets
Balance, beginning of period
Acquisition
Amortization
Balance, end of period
Year ended December 31, 2019
Net
Gross
carrying
carrying
amount
amount
Accumulated
amortization
Year ended December 31, 2018
Net
Gross
Accumulated
carrying
carrying
amortization amount
amount
$
$
907 $
—
—
907 $
(112) $
—
(187)
(299) $
795 $
—
(187)
608 $
— $
907
—
907 $
— $
—
(112)
(112) $
—
907
(112)
795
We recognized drilling contract intangible amortization as a reduction of contract drilling revenues. We expect to amortize the
carrying amounts over the remaining contract periods, through March 2024. As of December 31, 2019, the estimated future amortization of
contract intangible assets was as follows (in millions):
Years ending December 31,
2020
2021
2022
2023
2024
Total carrying amount of contract intangible assets
Total
190
190
171
52
5
608
$
$
In connection with our acquisition of Ocean Rig, we acquired contracts related to the construction of two ultra-deepwater drillships
Ocean Rig Santorini and Ocean Rig Crete. At December 31, 2018, the gross carrying amount of our construction contract liabilities was
$132 million. In October 2019, we agreed with Samsung Heavy Industries Co., Ltd. (“SHI”) to cancel the construction contracts for the
drillships in exchange for the parties terminating their respective obligations and liabilities under the construction contracts and our
subsidiaries releasing to SHI their respective interests in the rigs. As a result, in the three months ended December 31, 2019, we eliminated
the construction contract intangible liabilities and recognized income of $132 million, recorded in other income, net.
NOTE 9—LEASES
Our operating leases are principally for office space, storage facilities, operating equipment and land. At December 31, 2019, our
operating leases had a weighted average discount rate of 6.3 percent and a weighted-average remaining lease term of 13.8 years.
Our finance lease for the ultra-deepwater drillship Petrobras 10000, which is scheduled to expire in August 2029, has an implicit
interest rate of 7.8 percent and requires scheduled payments of $6 million monthly through expiration, after which we have the right and
obligation to acquire the drillship from the lessor for one dollar. In the year ended December 31, 2019, we recognized expense of $21 million,
recorded in depreciation and amortization, associated with the amortization of the right of use asset.
The components of our lease costs were as follows (in millions):
Lease costs
Operating lease costs
Short-term lease costs
Finance lease costs, amortization of right-of-use assets
Finance lease costs, interest on lease liabilities
Total lease costs
Year ended
December 31,
2019
$
$
25
13
21
39
98
In the year ended December 31, 2019, we recognized a loss of $26 million, with no tax effect, associated with the impairment of
right-of-use assets and leasehold improvements for certain office facilities that we had vacated or had committed to sublease.
Supplemental cash flow information for our leases was as follows (in millions):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance lease
Financing cash flows from finance lease
AR-61
Year ended
December 31,
2019
$
19
39
32
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
At December 31, 2019, the aggregate future minimum rental payments for our leases were as follows (in millions):
Years ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total future minimum rental payment
Less amount representing imputed interest
Present value of future minimum rental payments
Less current portion, recorded in other current liabilities
Long-term lease liabilities, recorded in other long-term liabilities
Operating
leases
Finance
lease
$
$
16 $
12
14
12
12
135
201
(72)
129
(13)
116 $
71
71
71
71
71
327
682
(203)
479
(35)
444
AR-62
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
NOTE 10—DEBT
Overview
Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, net of debt-related balances, including
unamortized discounts, premiums, issue costs and fair value adjustments of our debt, were as follows (in millions):
6.50% Senior Notes due November 2020 (a)
6.375% Senior Notes due December 2021 (a)
5.52% Senior Secured Notes due May 2022 (b)
3.80% Senior Notes due October 2022 (a)
0.50% Exchangeable Bonds due January 2023 (a)
5.375% Senior Secured Notes due May 2023 (d)
9.00% Senior Notes due July 2023 (c)
5.875% Senior Secured Notes due January 2024 (d)
7.75% Senior Secured Notes due October 2024 (d)
6.25% Senior Secured Notes due December 2024 (d)
6.125% Senior Secured Notes due August 2025 (d)
7.25% Senior Notes due November 2025 (c)
7.50% Senior Notes due January 2026 (c)
6.875% Senior Secured Notes due February 2027 (d)
7.45% Notes due April 2027 (a)
8.00% Debentures due April 2027 (a)
7.00% Notes due June 2028 (e)
Finance lease contract due August 2029
7.50% Notes due April 2031 (a)
6.80% Senior Notes due March 2038 (a)
7.35% Senior Notes due December 2041 (a)
Total debt
Less debt due within one year
6.50% Senior Notes due November 2020 (a)
5.52% Senior Secured Notes due May 2022 (b)
5.375% Senior Secured Notes due May 2023 (d)
5.875% Senior Secured Notes due January 2024 (d)
7.75% Senior Secured Notes due October 2024 (d)
6.25% Senior Secured Notes due December 2024 (d)
6.125% Senior Secured Notes due August 2025 (d)
Finance lease contract due August 2029
Total debt due within one year
Total long-term debt
Principal amount
Carrying amount
December 31, December 31, December 31, December 31,
2019
2018
2019
2018
$
$
206
222
200
190
863
525
714
667
420
437
534
750
750
550
88
57
300
—
588
1,000
300
9,361
206
88
16
83
60
62
66
—
581
8,780
$
$
286
328
282
411
863
—
1,250
750
480
500
600
750
750
—
88
57
300
511
588
1,000
300
10,094
—
83
—
83
60
62
66
32
386
9,708
$
$
206
221
198
189
862
518
701
656
412
430
525
737
743
541
86
57
306
—
585
991
297
9,261
206
87
14
79
58
60
64
—
568
8,693
$
$
288
327
280
408
862
—
1,221
735
469
489
588
736
742
—
86
57
306
511
585
991
297
9,978
—
81
—
79
58
60
63
32
373
9,605
(a) Transocean Inc., a 100 percent owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures. Transocean Ltd. has provided
a full and unconditional guarantee of the notes and debentures. Transocean Ltd. has no independent assets or operations, and its other subsidiaries
not owned indirectly through Transocean Inc. were minor. Transocean Inc. has no independent assets and operations, other than those related to its
investments in non-guarantor operating companies and balances primarily pertaining to its cash and cash equivalents and debt. Except as discussed
under “Indentures,” Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their
consolidated subsidiaries by dividends, loans or capital distributions.
(b) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are
fully and unconditionally guaranteed by the owner of the collateral rig. See “—Debt issuances—Senior secured notes.”
(c) Transocean Inc. is the issuer of the unregistered notes. The priority guaranteed senior unsecured notes, which rank equal in right of payment of all of
our existing and future unsecured unsubordinated obligations and rank structurally senior to the extent of the value of the assets of the subsidiaries
guaranteeing the notes, are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of
Transocean Inc. See “—Debt issuances—Priority guaranteed senior unsecured notes.”
(d) Each subsidiary issuer of the respective unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured
notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd., Transocean Inc. and, in each case, the owner of the respective
collateral rig or rigs. See “—Debt issuances—Senior secured notes.”
(e) The subsidiary issuer of the registered notes is a wholly owned indirect subsidiary of Transocean Inc. Transocean Inc. has provided a full and
unconditional guarantee of the notes and debentures.
See Note 23—Subsequent Events.
AR-63
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Scheduled maturities—At December 31, 2019, the scheduled maturities of our debt were as follows (in millions):
Years ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total principal amount of debt
Total debt-related balances, net
Total carrying amount of debt
Total
581
633
610
2,316
854
4,367
9,361
(100)
9,261
$
$
Indentures—The indentures that govern our debt generally contain covenants that, among other things, limit our ability to incur
certain liens on our drilling units without equally and ratably securing the notes, to engage in certain sale and lease back transactions covering
any of our drilling units, to allow our subsidiaries to incur certain additional debt, or to engage in certain merger, consolidation or reorganization
transactions or to enter into a scheme of arrangement qualifying as an amalgamation.
Additionally, the indentures that govern the 5.52% senior secured notes due May 2022 (the “5.52% Senior Secured Notes”), the
5.375% Senior Secured Notes due May 2023 (the “5.375% Senior Secured Notes”), the 5.875% senior secured notes due January 2024
(the “5.875% Senior Secured Notes”), the 7.75% senior secured notes due October 2024, the 6.25% senior secured notes due
December 2024, the 6.125% senior secured notes due August 2025 (the “6.125% Senior Secured Notes”) and the 6.875% senior secured
notes due February 2027 (the “6.875% Senior Secured Notes”) contain covenants that limit the ability of our subsidiaries that own or operate
the collateral rigs to declare or pay dividends to their affiliates.
Interest rate adjustments—The interest rates for certain of our notes are subject to adjustment from time to time upon a change
to the credit rating of our non-credit enhanced senior unsecured long-term debt. At December 31, 2019, the interest rate in effect for the
6.375% senior notes due December 2021, the 3.80% senior notes due October 2022 and the 7.35% senior notes due December 2041 was
8.375 percent, 5.80 percent and 9.35 percent, respectively.
Secured Credit Facility—In June 2018, we entered into a bank credit agreement, which established a $1.0 billion secured
revolving credit facility (the “Secured Credit Facility”), and in May, July, September and December 2019, we amended the terms of the
Secured Credit Facility to, among other changes, increase the borrowing capacity to $1.3 billion and add to and clarify the lender parties and
their respective commitments under the facility. The Secured Credit Facility is scheduled to expire on the earlier of (i) June 22, 2023 and
(ii) if greater than $300 million aggregate principal amount of our 9.00% senior notes due July 2023 (the “9.00% Senior Notes”) remain
outstanding in April 2023, such date. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries.
The Secured Credit Facility is secured by, among other things, a lien on the ultra-deepwater floaters Deepwater Asgard, Deepwater Invictus,
floaters
Deepwater Orion, Deepwater Skyros, Dhirubhai Deepwater KG2 and Discoverer Inspiration and
Transocean Barents and Transocean Spitsbergen, the aggregate carrying amount of which was $4.4 billion at December 31, 2019. The
Secured Credit Facility contains covenants that, among other things, include maintenance of certain guarantee and collateral coverage ratios,
a maximum debt to capitalization ratio of 0.60 to 1.00 and minimum liquidity of $500 million. The Secured Credit Facility also restricts the
ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the
corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and pay dividends and other distributions.
the harsh environment
We may borrow under the Secured Credit Facility at either (1) the reserve adjusted London interbank offered rate plus a margin
(the “Secured Credit Facility Margin”), which ranges from 2.625 percent to 3.375 percent based on the credit rating of the Secured Credit
Facility, or (2) the base rate specified in the credit agreement plus the Secured Credit Facility Margin, minus one percent per annum.
Throughout the term of the Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment which ranges from
0.375 percent to 1.00 percent based on the credit rating of the Secured Credit Facility. At December 31, 2019, based on the credit rating of
the Secured Credit Facility on that date, the Secured Credit Facility Margin was 2.875 percent and the facility fee was 0.625 percent. At
December 31, 2019, we had no borrowings outstanding, $13 million of letters of credit issued, and we had $1.3 billion of available borrowing
capacity under the Secured Credit Facility.
Debt issuances
Priority guaranteed senior unsecured notes—On October 25, 2018, we issued $750 million aggregate principal amount of
7.25% senior unsecured notes due November 2025 (the “7.25% Senior Notes”), and we received aggregate cash proceeds of $735 million,
net of issue costs. We may redeem all or a portion of the 7.25% Senior Notes on or prior to November 1, 2021 at a price equal to 100 percent
of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices.
On October 17, 2017, we completed an offering of an aggregate principal amount of $750 million of 7.50% senior unsecured notes
due January 15, 2026 (the “7.50% Senior Notes”), and we received aggregate cash proceeds of $742 million, net of issue costs. We may
AR-64
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
redeem all or a portion of the 7.50% Senior Notes on or prior to January 15, 2021 at a price equal to 100 percent of the aggregate principal
amount plus a make-whole provision, and subsequently, at specified redemption prices.
Senior secured notes—On February 1, 2019, we issued $550 million aggregate principal amount of 6.875% Senior Secured
Notes, and we received approximately $539 million aggregate cash proceeds, net of discount and issue costs. The 6.875% Senior Secured
Notes are secured by the assets and earnings associated with the ultra-deepwater floater Deepwater Poseidon and the equity of the wholly
owned subsidiaries that own or operate the collateral rig. Additionally, we were required to deposit $19 million in restricted cash accounts to
satisfy debt service requirements. We are required to pay semiannual installments of (a) interest only through August 2021 and (b) principal
and interest thereafter. We may redeem all or a portion of the 6.875% Senior Secured Notes on or prior to February 1, 2022 at a price equal
to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices.
On May 24, 2019, we issued $525 million aggregate principal amount of 5.375% Senior Secured Notes, and we received
approximately $517 million aggregate cash proceeds, net of discount and issue costs. The 5.375% Senior Secured Notes are secured by
the assets and earnings associated with the harsh environment floaters Transocean Endurance and Transocean Equinox and the equity of
the wholly owned subsidiaries that own or operate the collateral rigs. Additionally, we were required to deposit $14 million in restricted cash
accounts to satisfy debt service requirements. We are required to pay semiannual installments of (a) interest only through May 2020 and
(b) principal and interest thereafter. We may redeem all or a portion of the 5.375% Senior Secured Notes on or prior to May 15, 2021 at a
price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices.
In July 2018, we issued $750 million aggregate principal amount of 5.875% Senior Secured Notes and $600 million aggregate
principal amount of 6.125% Senior Secured Notes, and we received aggregate cash proceeds of $733 million and $586 million, respectively,
net of discount and issue costs. The 5.875% Senior Secured Notes are secured by the assets and earnings associated with the harsh
environment floaters Transocean Enabler and Transocean Encourage and the equity of the wholly owned subsidiaries that own or operate
the collateral rigs. The 6.125% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floater
Deepwater Pontus and the equity of the wholly owned subsidiaries that own or operate the collateral rig. Additionally, we were required to
deposit $63 million with respect to the 5.875% Senior Secured Notes, and $51 million with respect to the 6.125% Senior Secured Notes, in
restricted cash accounts to satisfy debt service and reserve requirements. We are required to pay semiannual installments of principal and
interest. We may redeem all or a portion of the 5.875% Senior Secured Notes or the 6.125% Senior Secured Notes on or prior to July 15,
2021 or August 1, 2021, respectively, at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and
subsequently, at specified redemption prices.
On May 5, 2017, we issued $410 million aggregate principal amount of 5.52% Senior Secured Notes, and we received aggregate
cash proceeds of $403 million, net of issue costs. The 5.52% Senior Secured Notes are secured by the assets and earnings associated with
the ultra-deepwater floater Deepwater Conqueror, the equity of the wholly owned subsidiaries that own and operate the collateral rig, and
certain related assets. We are required to pay quarterly installments of principal and interest on the 5.52% Senior Secured Notes. We may
redeem all or a portion of the 5.52% Senior Secured Notes on or prior to December 31, 2021 at a price equal to 100 percent of the aggregate
principal amount plus, subject to certain exceptions, a make-whole amount.
At December 31, 2019 and 2018, we had an aggregate amount of $386 million and $347 million, respectively, deposited in
restricted cash accounts to satisfy debt service and working capital requirements for the senior secured notes. At December 31, 2019, the
aggregate carrying amount of rigs encumbered for the senior secured notes, including Deepwater Conqueror, Deepwater Pontus,
Deepwater Proteus, Deepwater Thalassa, Deepwater Poseidon, Transocean Enabler, Transocean Encourage, Transocean Endurance and
Transocean Equinox, was $6.3 billion. At December 31, 2018, the aggregate carrying amount of rigs encumbered for the senior secured
notes,
including Deepwater Conqueror, Deepwater Pontus, Deepwater Proteus, Deepwater Thalassa, Transocean Enabler and
Transocean Encourage, was $4.4 billion. We will be required to redeem the senior secured notes at a price equal to 100 percent of the
aggregate principal amount without a make-whole provision, upon the occurrence of certain events related to the respective collateral rigs
and the related drilling contracts.
Exchangeable bonds—In connection with the Songa acquisition transactions, we issued $863 million aggregate principal amount
of Exchangeable Bonds, as partial consideration for the Songa shares and as consideration for refinancing certain Songa indebtedness.
The Exchangeable Bonds may be converted at any time prior to the maturity date at an exchange rate of 97.29756 shares per $1,000 note,
equivalent to a conversion price of $10.28 per share, subject to adjustment upon the occurrence of certain events. Holders of Exchangeable
Bonds may require us to repurchase all or a portion of such holder’s Exchangeable Bonds upon the occurrence of certain events. The
aggregate fair value of the Exchangeable Bonds, measured as of the issuance date, was $1.0 billion, which represented a substantial
premium of $172 million above par, and we recorded such premium to additional paid-in capital. We estimated the fair value using significant
other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments.
Debt assumptions and repayments
In connection with the Songa acquisition, we assumed the rights and obligations under certain credit agreements, a subscription
agreement and bond loan agreements. In the year ended December 31, 2018, we made an aggregate cash payment equivalent to
$1.65 billion to repay the debt obligations outstanding under these agreements, and we terminated the underlying agreements.
AR-65
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Debt retirements
Repurchases and repayments—During the three years ended December 31, 2019, we repurchased in the open market debt
securities with aggregate principal amounts as follows (in millions):
2.50% Senior Notes due October 2017
6.00% Senior Notes due March 2018
7.375% Senior Notes due April 2018
6.50% Senior Notes due November 2020
6.375% Senior Notes due December 2021
3.80% Senior Notes due October 2022
9.00% Senior Notes due July 2023
Aggregate principal amount retired
Aggregate cash payment
Aggregate net loss
Years ended December 31,
2019 2018 2017
—
—
—
23
43
32
336
434 $
—
—
—
—
—
95
—
95 $
62
354
83
15
10
33
—
557
449 $
(23) $
95 $
— $
564
(7)
$
$
$
Tender offers—On February 5, 2019, we completed cash tender offers to purchase up to $700 million aggregate principal amount
of certain notes (the “2019 Tendered Notes”). On July 11, 2017, we completed cash tender offers to purchase up to $1.5 billion aggregate
principal amount of certain notes (the “2017 Tendered Notes”). During the years ended December 31, 2019 and 2017, we received valid
tenders from holders of aggregate principal amounts of the 2019 Tendered Notes and 2017 Tendered Notes as follows (in millions):
2.50% Senior Notes due October 2017
6.00% Senior Notes due March 2018
7.375% Senior Notes due April 2018
6.50% Senior Notes due November 2020
6.375% Senior Notes due December 2021
3.80% Senior Notes due October 2022
9.00% Senior Notes due July 2023
Aggregate principal amount retired
Aggregate cash payment
Aggregate net loss
Years ended December 31,
2019
2017
$
$
$
$
— $
—
—
57
63
190
200
510 $
271
400
128
207
213
—
—
1,219
522 $
(18) $
1,269
(48)
Scheduled maturities and installments—In the years ended December 31, 2019, 2018 and 2017, we made cash payments of
$354 million, $257 million and $299 million to repay other indebtedness in scheduled installments. On the scheduled maturity date of
October 16, 2017, we made a cash payment of $152 million to repay the outstanding 2.50% senior notes due October 2017, at a price equal
to the aggregate principal amount.
NOTE 11—DERIVATIVE INSTRUMENTS
Forward exchange contracts—At December 31, 2019, we held undesignated forward exchange contracts, extending through
March 2020, with an aggregate notional payment amount of $46 million and an aggregate notional receive amount of NOK 405 million,
representing a weighted average exchange rate of NOK 8.90 to $1. At December 31, 2018, we held undesignated forward exchange
contracts, extending through June 2019, with an aggregate notional payment amount of $76 million and an aggregate notional receive
amount of NOK 600 million, representing a weighted average exchange rate of NOK 7.94 to $1. In the years ended December 31, 2019 and
2018, we recognized a loss of $3 million and $10 million, respectively, recorded in other, net, associated with undesignated forward exchange
contracts. At December 31, 2019 and 2018, the undesignated forward exchange contracts represented an asset of $1 million and a liability
of $6 million, respectively, recorded in other current assets and other current liabilities, respectively.
Currency swaps—In connection with the Songa acquisition, we acquired undesignated currency swaps to receive Norwegian
kroner in exchange for paying U.S. dollars at a fixed exchange rate. On the acquisition date, the aggregate fair value of the currency swaps
represented a liability of $81 million. In the year ended December 31, 2018, we made an aggregate cash payment of $92 million in
connection with the settlement and termination of the currency swaps, and we recognized a loss of $11 million, recorded in other, net.
Interest rate swaps—In connection with the Songa acquisition, we acquired undesignated interest rate swaps, which we repaid
in the year ended December 31, 2018. On the acquisition date, the aggregate fair value of the interest rate swaps represented an asset of
$14 million. In the year ended December 31, 2018, we received aggregate cash proceeds of $18 million in connection with the settlement
and termination of the interest rate swaps, and we recognized a gain of $4 million, recorded in other, net.
AR-66
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
NOTE 12—INCOME TAXES
Overview—Transocean Ltd., a holding company and Swiss resident, is exempt from cantonal and communal income tax in
Switzerland, but is subject to Swiss federal income tax. For Swiss federal income taxes, qualifying net dividend income and net capital gains
on the sale of qualifying investments in subsidiaries are exempt. Consequently, there is not a direct relationship between our Swiss earnings
before income taxes and our Swiss income tax expense.
Tax provision and rate—Our provision for income taxes is based on the tax laws and rates applicable in the jurisdictions in which
we operate and earn income. In the years ended December 31, 2019, 2018 and 2017, our effective tax rate was (4.9) percent, (12.8) percent
and (3.1) percent, respectively, based on loss before income tax expense. The relationship between our provision for or benefit from income
taxes and our income or loss before income taxes can vary significantly from period to period considering, among other factors, (a) the
overall level of income before income taxes, (b) changes in the blend of income that is taxed based on gross revenues rather than income
before taxes, (c) rig movements between taxing jurisdictions and (d) our rig operating structures.
The components of our income tax provision (benefit) were as follows (in millions):
Current tax expense (benefit)
Deferred tax expense (benefit)
Income tax expense
$
$
2018
Years ended December 31,
2019
2017
(189) $
248
59 $
244 $
(16)
228 $
5
89
94
The following is a reconciliation of the income tax expense (benefit) computed at the Swiss holding company federal statutory rate
of 7.83% and our reported provision for income taxes (in millions):
$
Income tax benefit at Swiss federal statutory rate
Earnings subject to rates different than the Swiss federal statutory rate
Effect of operating structural changes in the U.S.
Changes in valuation allowance
Losses on impairment
Deemed profits taxes
Base erosion and anti-abuse tax
Withholding taxes
Currency revaluation of Norwegian assets
Effect of U.S. tax reform
Litigation matters, primarily related to the Macondo well incident
Benefit from foreign tax credits
Changes in unrecognized tax benefits, net
Other, net
Income tax expense
$
2018
Years ended December 31,
2017
2019
(235)
(30)
—
162
241
16
—
14
1
66
(70)
(15)
(56)
—
94
(94) $
189
98
37
35
22
21
11
5
—
—
(8)
(268)
11
59 $
(139) $
(86)
—
67
114
8
33
8
11
104
—
(5)
117
(4)
228 $
Deferred taxes—The significant components of our deferred tax assets and liabilities were as follows (in millions):
Deferred tax assets
Net operating loss carryforwards
Interest expense limitation
Accrued payroll expenses not currently deductible
Deferred income
Loss contingencies
United Kingdom charter limitation
Tax credit carryforwards
Accrued expenses
Other
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Depreciation
Contract intangible amortization
Other
Total deferred tax liabilities
$
December 31,
2019
2018
571 $
77
45
41
38
36
22
16
24
(716)
154
(361)
(23)
(16)
(400)
479
76
49
26
40
30
11
44
13
(681)
87
(62)
(22)
(1)
(85)
Deferred tax assets (liabilities), net
$
(246) $
2
AR-67
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
At December 31, 2019 and 2018, our deferred tax assets included U.S. foreign tax credit carryforwards of $22 million and
$11 million, respectively, which will expire between 2020 and 2028. The deferred tax assets related to our net operating losses were
generated in various worldwide tax jurisdictions. At December 31, 2019, our net deferred tax assets related to our net operating loss
carryforwards included $354 million, which do not expire and $217 million, which will expire beginning between 2020 and 2037. At
December 31, 2018, our net deferred tax assets related to our net operating loss carryforwards included $307 million, which do not expire
and $172 million, which will expire beginning between 2021 and 2038. In the year ended December 31, 2019, our deferred tax liabilities for
depreciation increased primarily as a result of certain operating structural changes that we made in the U.S.
As of December 31, 2019, our consolidated cumulative loss incurred over the recent three-year period represented significant
objective negative evidence for the evaluation of the realizability of our deferred tax assets. Although such evidence has limited our ability
to consider other subjective evidence, we analyze each jurisdiction separately. We consider objective evidence, such as contract backlog
activity, in jurisdictions in which we have profitable contracts. If estimated future taxable income changes during the carryforward periods or
if the cumulative loss is no longer present, we may adjust the amount of deferred tax assets that we expect to realize. At December 31,
2019 and 2018, due to uncertainty of realization, we had a valuation allowance of $716 million and $681 million, respectively, on net operating
losses and other deferred tax assets.
Our other deferred tax liabilities include taxes related to the earnings of certain subsidiaries, which are not indefinitely reinvested
or that will not be indefinitely reinvested in the future. At December 31, 2019, we had $254 million of unremitted earnings which we consider
to be indefinitely reinvested. If we were to make a distribution from the unremitted earnings of these subsidiaries, we would be subject to
taxes payable of $13 million. If our expectations were to change regarding future tax consequences, we may be required to record additional
deferred taxes that could have a material effect on our consolidated statement of financial position, results of operations or cash flows.
Unrecognized tax benefits—The changes to unrecognized tax benefits, excluding interest and penalties that we recognize as a
component of income tax expense, were as follows (in millions):
Balance, beginning of period
Additions for prior year tax positions
Additions for current year tax positions
Reductions related to statute of limitation expirations and changes in law
Reductions for prior year tax positions
Reductions due to settlements
Balance, end of period
Years ended December 31,
2018
2019
2017
$
$
408 $
6
144
(138)
(66)
(19)
335 $
222 $
172
29
(8)
(7)
—
408 $
274
17
13
(13)
(68)
(1)
222
Our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense,
were as follows (in millions):
Unrecognized tax benefits, excluding interest and penalties
Interest and penalties
Unrecognized tax benefits, including interest and penalties
December 31,
2019
2018
$
$
335 $
34
369 $
408
106
514
In the years ended December 31, 2019, 2018 and 2017, we recognized, as a component of our income tax provision, income of
$72 million, expense of $13 million and income of $9 million, respectively, related to interest and penalties associated with our unrecognized
tax benefits. As of December 31, 2019, if recognized, $175 million of our unrecognized tax benefits, including interest and penalties, would
favorably impact our effective tax rate. It is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or
decrease in the year ending December 31, 2020, primarily due to the progression of open audits and the expiration of statutes of limitation.
However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various
uncertainties, such as the unresolved nature of various audits.
U.S. tax reform—In December 2017, the U.S. enacted the 2017 Tax Act, which introduced changes to U.S. tax law, such as,
among others, a transition tax, a federal income tax rate reduction and a base erosion and anti-abuse tax. We recognized the income tax
effect of the 2017 Tax Act in accordance with Staff Accounting Bulletin No. 118, which provides guidance for the application of accounting
standards for income taxes in the reporting period in which the 2017 Tax Act was enacted. The one-time transition tax applied to certain
unremitted earnings and profits of our non-U.S. subsidiaries that are owned by U.S. subsidiaries. In the year ended December 31, 2018, we
completed the evaluation of our unremitted earnings and profits for which the necessary information was not previously available, and we
recorded income tax expense of $120 million for estimated transition taxes and $16 million for the utilization of estimated foreign tax credits.
In the years ended December 31, 2019 and 2018, we recognized income tax expense of $21 million and $33 million, respectively, related to
the bareboat charter structure of our U.S. operations, a significant portion of which is contractually reimbursable by our customers due to a
change-in-law provision in certain drilling contracts. In the year ended December 31, 2017, we recognized income tax expense of $66 million
with a corresponding decrease to our net deferred tax assets to reflect the reduced federal income tax rate.
AR-68
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Tax returns—We file federal and local tax returns in several jurisdictions throughout the world. With few exceptions, we are no
longer subject to examinations of our U.S. and non-U.S. tax matters for years prior to 2011. Our tax returns in the major jurisdictions in which
we operate, other than Brazil, as mentioned below, are generally subject to examination for periods ranging from three to six years. We
have agreed to extensions beyond the statute of limitations in two major jurisdictions for up to 20 years. Tax authorities in certain jurisdictions
are examining our tax returns and in some cases have issued assessments. We are defending our tax positions in those jurisdictions. While
we cannot predict or provide assurance as to the timing or the outcome of these proceedings, we do not expect the ultimate liability to have
a material adverse effect on our consolidated statement of financial position or results of operations, although it may have a material adverse
effect on our consolidated statement of cash flows.
Brazil tax investigations—In December 2005, the Brazilian tax authorities began issuing tax assessments with respect to our tax
returns for the years 2000 through 2004. In January 25, 2008, we filed a protest letter with the Brazilian tax authorities for these tax
assessments, and we are currently engaged in the appeals process. In May 19, 2014, the Brazilian tax authorities issued an additional tax
assessment for the years 2009 and 2010, and in June 18, 2014, we filed protests with the Brazilian tax authorities for these tax assessments.
During the years ended December 31, 2018 and 2019, a portion of two cases were favorably closed. As of December 31, 2019, the
remaining aggregate tax assessment was for BRL 676 million, equivalent to approximately $168 million, including penalties and interest. We
believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these
proposed assessments could result in a material adverse effect on our consolidated statement of financial position, results of operations or
cash flows.
Other tax matters—We conduct operations through our various subsidiaries in countries throughout the world. Each country has
its own tax regimes with varying nominal rates, deductions and tax attributes. From time to time, we may identify changes to previously
evaluated tax positions that could result in adjustments to our recorded assets and liabilities. Although we are unable to predict the outcome
of these changes, we do not expect the effect, if any, resulting from these adjustments to have a material adverse effect on our consolidated
statement of financial position, results of operations or cash flows.
NOTE 13—LOSS PER SHARE
The computation of basic and diluted loss per share was as follows (in millions, except per share data):
Numerator for loss per share
Net loss attributable to controlling interest
Denominator for loss per share
Weighted-average shares outstanding
Effect of share-based awards and other equity instruments
Weighted-average shares for per share calculation
2019
Years ended December 31,
2018
2017
Basic
Diluted
Basic
Diluted
Basic
Diluted
$ (1,255) $ (1,255) $ (1,996) $ (1,996) $ (3,127) $ (3,127)
611
1
612
611
1
612
467
1
468
467
1
468
391
—
391
391
—
391
Loss per share
$
(2.05) $
(2.05) $
(4.27) $
(4.27) $
(8.00) $
(8.00)
In the years ended December 31, 2019, 2018 and 2017, we excluded from the calculation 12.0 million, 10.6 million and 4.7 million
share-based awards, respectively, since the effect would have been anti-dilutive. In the years ended December 31, 2019 and 2018, we
excluded from the calculation 84.0 million and 77.2 million shares, respectively, issuable upon conversion of the Exchangeable Bonds since
the effect would have been anti-dilutive.
NOTE 14—POSTEMPLOYMENT BENEFIT PLANS
Defined benefit pension and other postemployment benefit plans
Overview—As of December 31, 2019 we had defined benefit plans in the U.S., the United Kingdom (“U.K.”), and Norway. As of
December 31, 2019, in the U.S., we had three funded and three unfunded defined benefit plans (the “U.S. Plans”). As of December 31,
2019, in the U.K., we had one funded defined benefit plan (the “U.K. Plan”). As of December 31, 2019, in Norway, we had four funded and
two unfunded defined benefit plans (the “Norway Plans”), all of which were group pension schemes with life insurance companies. We refer
to the U.K. Plan and the Norway Plans, collectively, as the “Non-U.S. Plans.” We refer to the U.S. Plans and the Non-U.S. Plans, collectively,
as the “Transocean Plans”. Additionally, we maintain certain unfunded other postemployment benefit plans (collectively, the “OPEB Plans”),
under which benefits to eligible participants diminish during a phase-out period ending December 31, 2025. Benefits under the U.S. Plans
and the U.K. Plan have ceased accruing. We maintain the respective pension obligations under such plans until they have been fully
satisfied.
AR-69
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Assumptions—We estimated our benefit obligations using the following weighted-average assumptions:
Discount rate
Compensation trend rate
December 31, 2019
December 31, 2018
U.S.
Non-U.S.
OPEB
U.S.
Non-U.S.
OPEB
Plans
3.27 %
na
Plans
2.13 %
2.25 %
Plans
2.39 %
na
Plans
4.31 %
na
Plans
2.86 %
2.75 %
Plans
3.56 %
na
We estimated our net periodic benefit costs using the following weighted-average assumptions:
Discount rate
Expected rate of return
Compensation trend rate
“na” means not applicable.
4.32 %
6.20 %
na
Year ended December 31, 2019
U.S.
OPEB
Plans
Non-U.S.
Plans
2.86 %
4.39 %
2.75 %
Plans
3.56 %
na
na
Year ended December 31, 2018
OPEB
U.S.
Non-U.S.
Year ended December 31, 2017
U.S.
Non-U.S.
Plans
3.68 %
6.21 %
na
Plans
2.49 %
4.72 %
2.50 %
Plans
2.93 %
na
na
Plans
4.26 %
6.31 %
na
Plans
2.69 %
4.79 %
2.25 %
OPEB Plans
3.08 %
na
na
Net periodic benefit costs—Net periodic benefit costs recognized included the following components (in millions):
Year ended December 31, 2019
Year ended December 31, 2018
Year ended December 31, 2017
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
Net periodic benefit costs
Service cost
Interest cost
Expected return on plan assets
Special termination benefits
Settlements and curtailments
Actuarial loss, net
Prior service gain, net
Net periodic benefit costs (income) $
— $
63
(71)
—
1
3
—
(4) $
7 $
10
(17)
—
2
—
—
2 $
— $
1
—
—
—
—
(2)
(1) $
7 $
74
(88)
—
3
3
(2)
(3) $
— $
61
(72)
—
—
8
—
(3) $
7 $
10
(19)
—
(1)
1
—
(2) $
— $
1
—
1
(4)
—
(2)
(4) $
7 $
72
(91)
1
(5)
9
(2)
(9) $
3 $
65
(74)
—
—
5
—
(1) $
3 $
11
(20)
—
13
1
—
8 $
— $
—
—
—
—
1
(3)
(2) $
6
76
(94)
—
13
7
(3)
5
Funded status—The changes in projected benefit obligation, plan assets and funded status and the amounts recognized on our
consolidated balance sheets were as follows (in millions):
Year ended December 31, 2019
Year ended December 31, 2018
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
Change in projected benefit obligation
Projected benefit obligation, beginning of period
Assumed projected benefit obligation
Actuarial (gains) losses, net
Service cost
Interest cost
Currency exchange rate changes
Benefits paid
Settlements
Plan amendment
Special termination benefit
Projected benefit obligation, end of period
Change in plan assets
Fair value of plan assets, beginning of period
Fair value of acquired plan assets
Actual return on plan assets
Currency exchange rate changes
Employer contributions
Benefits paid
Settlements
Fair value of plan assets, end of period
$ 1,527 $
—
202
—
63
—
(72)
(24)
—
—
1,696
1,189
—
272
—
4
(72)
(24)
1,369
338 $
—
45
7
10
14
(19)
—
—
—
395
378
—
39
16
16
(19)
—
430
17 $ 1,882 $ 1,680 $
—
1
—
1
—
(2)
—
—
—
17
—
248
7
74
14
(93)
(24)
—
—
2,108
—
(145)
—
61
—
(69)
—
—
—
1,527
—
—
—
—
2
(2)
—
—
1,567
—
311
16
22
(93)
(24)
1,799
1,343
—
(87)
—
2
(69)
—
1,189
379 $
29
(45)
7
10
(21)
(19)
(3)
1
—
338
393
22
(6)
(22)
13
(19)
(3)
378
19 $ 2,078
29
—
(192)
(2)
7
—
72
1
(21)
—
(90)
(2)
(3)
—
1
—
1
1
1,882
17
—
—
—
—
2
(2)
—
—
1,736
22
(93)
(22)
17
(90)
(3)
1,567
Funded status, end of period
$
(327) $
35 $
(17) $
(309) $
(338) $
40 $
(17) $
(315)
Balance sheet classification, end of period:
Pension asset, non-current
Pension liability, current
Pension liability, non-current
Accumulated other comprehensive loss (income), before taxes
$
— $
(1)
(326)
304
42 $
(1)
(6)
84
— $
(3)
(14)
(12)
42 $
(5)
(346)
376
— $
(3)
(335)
307
47 $
(1)
(6)
64
— $
(3)
(14)
(15)
47
(7)
(355)
356
Accumulated benefit obligation, end of period
$ 1,696 $
385 $
17 $ 2,098 $ 1,527 $
328 $
17 $ 1,872
AR-70
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
The aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of
plan assets were as follows (in millions):
December 31, 2019
December 31, 2018
Projected benefit obligation
Fair value of plan assets
$
U.S.
Plans
1,696 $
1,369
Non-U.S.
Plans
OPEB
Plans
56 $
49
17 $
—
Total
1,769 $
1,418
U.S.
Plans
1,527 $
1,189
Non-U.S.
Plans
OPEB
Plans
26 $
20
17 $
—
Total
1,570
1,209
The aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in
excess of plan assets were as follows (in millions):
December 31, 2019
December 31, 2018
Accumulated benefit obligation
Fair value of plan assets
$
U.S.
Plans
1,696 $
1,369
Non-U.S.
Plans
OPEB
Plans
1 $
—
17 $
—
Total
1,714 $
1,369
U.S.
Plans
1,527 $
1,189
Non-U.S.
Plans
OPEB
Plans
3 $
—
17 $
—
Total
1,547
1,189
The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows (in millions):
Actuarial loss, net
Prior service cost, net
Accumulated other comprehensive loss (income), before taxes
December 31, 2019
December 31, 2018
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
$
304 $
—
304 $
84 $
—
84 $
2 $
(14)
(12) $
390 $
(14)
376 $
307 $
—
307 $
63 $
1
64 $
1 $
(16)
(15) $
371
(15)
356
The amounts in accumulated other comprehensive loss (income) expected to be recognized as components of net periodic benefit
costs are as follows (in millions):
Actuarial loss, net
Prior service cost, net
Total amount expected to be recognized
Year ending December 31, 2020
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
$
$
9 $
—
9 $
1 $
—
1 $
— $
(2)
(2) $
Total
10
(2)
8
Plan assets—We periodically review our investment policies, plan assets and asset allocation strategies to evaluate performance
relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review the results of regression models
to assess the most appropriate target allocation for each plan, given the plan’s status, demographics and duration. For the U.K. Plan, the
plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and in consultation with
financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given established ranges
within which the investments may deviate from the target allocations. For the Norway Plans, we establish minimum rates of return under the
terms of investment contracts with insurance companies. The weighted-average target and actual allocations of the investments for the
funded Transocean Plans were as follows:
December 31, 2019
December 31, 2018
Target allocation
Non-U.S.
Plans
U.S.
Plans
Actual allocation
Non-U.S.
Plans
U.S.
Plans
Target allocation
Non-U.S.
Plans
U.S.
Plans
Actual allocation
Non-U.S.
Plans
U.S.
Plans
Equity securities
Fixed income securities
Other investments
Total
50 %
50 %
— %
100 %
32 %
24 %
52 %
60 %
16 %
16 %
100 % 100 % 100 % 100 % 100 % 100 % 100 %
27 %
56 %
17 % —
34 %
51 %
15 % —
51 %
49 %
— %
50 %
50 %
50 %
50 %
AR-71
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
The investments for the funded Transocean Plans were categorized as follows (in millions):
Significant observable inputs
Non-U.S.
U.S.
Transocean
December 31, 2019
Significant other observable inputs
Non-U.S.
Transocean
U.S.
Mutual funds
U.S. equity funds
Non-U.S. equity funds
Bond funds
Total mutual funds
Other investments
Cash and money market funds
Property collective trusts
Investment contracts
Total other investments
Plans
Plans
Plans
Plans
Plans
Plans
$
480 $
216
656
1,352
— $
—
—
—
480 $
216
656
1,352
1 $
5
6
12
5
—
—
5
4
—
—
4
9
—
—
9
—
—
—
—
— $
1 $
115
240
355
—
20
51
71
120
246
367
—
20
51
71
Total
Non-U.S.
Plans
U.S.
Plans
Transocean
Plans
481 $
221
662
1,364
— $
115
240
355
481
336
902
1,719
5
—
—
5
4
20
51
75
9
20
51
80
Total investments
$ 1,357 $
4 $ 1,361 $
12 $
426 $
438 $ 1,369 $
430 $ 1,799
Significant observable inputs
Non-U.S.
U.S.
Transocean
December 31, 2018
Significant other observable inputs
Non-U.S.
Transocean
U.S.
Mutual funds
U.S. equity funds
Non-U.S. equity funds
Bond funds
Total mutual funds
Other investments
Cash and money market funds
Property collective trusts
Investment contracts
Total other investments
Plans
Plans
Plans
Plans
Plans
Plans
$
401 $
179
591
1,171
— $
—
—
—
401 $
179
591
1,171
— $
5
7
12
6
—
—
6
1
—
—
1
7
—
—
7
—
—
—
—
— $
— $
120
195
315
—
19
43
62
125
202
327
—
19
43
62
Total
Non-U.S.
Plans
U.S.
Plans
Transocean
Plans
401 $
184
598
1,183
— $
120
195
315
401
304
793
1,498
6
—
—
6
1
19
43
63
7
19
43
69
Total investments
$ 1,177 $
1 $ 1,178 $
12 $
377 $
389 $ 1,189 $
378 $ 1,567
The U.S. Plans and the U.K. Plan invest primarily in passively managed funds that reference market indices. The funded
Norway Plans are subject to contractual terms under selected insurance programs. Each plan’s investment managers have discretion to
select the securities held within each asset category. Given this discretion, the managers may occasionally invest in our debt or equity
securities and may hold either long or short positions in such securities. As the plan investment managers are required to maintain well
diversified portfolios, the actual investment in our securities would be immaterial relative to asset categories and the overall plan assets.
Funding contributions—In the years ended December 31, 2019, 2018 and 2017, we made an aggregate contribution of
$22 million, $17 million and $15 million, respectively, to the Transocean Plans and the OPEB Plans using our cash flows from operations.
In the year ending December 31, 2020, we expect to contribute $18 million to the Transocean Plans, and we expect to fund benefit payments
of approximately $3 million for the OPEB Plans as costs are incurred.
Benefit payments—The projected benefits payments were as follows (in millions):
Years ending December 31,
2020
2021
2022
2023
2024
2025 - 2029
Defined contribution plans
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
79 $
79
81
82
82
419
8 $
8
8
9
10
59
3 $
3
3
2
3
3
90
90
92
93
95
481
We sponsor defined contribution plans, for our employees, the most significant of which were as follows: (1) a qualified savings
plan covering certain employees working in the U.S., (2) a non-qualified supplemental plan covering certain eligible employees working in
the U.S., (3) a qualified savings plan covering certain eligible U.K. employees, (4) a non-qualified savings plan covering certain employees
working outside the U.S. and U.K. and (5) various savings plans covering eligible employees working in Norway. In the years ended
AR-72
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
December 31, 2019, 2018 and 2017, we recognized expense of $52 million, $50 million and $43 million, respectively, related to our defined
contribution plans.
NOTE 15—COMMITMENTS AND CONTINGENCIES
Purchase and service agreement obligations
We have purchase obligations with shipyards and other contractors related to our newbuild construction programs. We also have
long-term service agreements with original equipment manufacturers to provide services and parts, primarily related to our pressure control
systems. The future payments required under our service agreements were estimated based on our projected operating activity and may
vary subject to actual operating activity. At December 31, 2019, the aggregate future payments required under our purchase obligations and
our service agreement obligations were as follows (in millions):
Years ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
Purchase
obligations
Service
agreement
obligations
$
$
1,067 $
49
—
—
—
—
1,116 $
110
117
120
124
129
435
1,035
Letters of credit and surety bonds
At December 31, 2019 and 2018, we had outstanding letters of credit totaling $19 million and $31 million, respectively, issued
under various committed and uncommitted credit lines provided by banks to guarantee various contract bidding, performance activities and
customs obligations. At December 31, 2019 and 2018, we also had outstanding surety bonds totaling $113 million and $84 million,
respectively, to secure customs obligations related to the importation of our rigs and certain performance and other obligations. At
December 31, 2019 and 2018, the aggregate cash collateral held by institutions to secure our letters of credit and surety bonds was
$10 million and $5 million, respectively.
Legal proceedings
Macondo well incident—On April 22, 2010, the ultra-deepwater floater Deepwater Horizon sank after a blowout of the
Macondo well caused a fire and explosion on the rig off the coast of Louisiana. At the time of the explosion, Deepwater Horizon was
contracted to an affiliate of BP plc. Litigation, including civil and criminal claims, commenced shortly after the incident, and most claims
against us were consolidated by the U.S. Judicial Panel on Multidistrict Litigation and transferred to the U.S. District Court for the Eastern
District of Louisiana (the “MDL Court”), a significant portion of which has now been resolved or is pending release of funds from escrow. We
will vigorously defend against any actions not resolved by our previous settlements and pursue any and all defenses available.
At December 31, 2019 and 2018, the remaining liability for estimated loss contingencies that we believe are probable and for which
a reasonable estimate can be made was $124 million and $158 million, respectively, recorded in other current liabilities, the majority of which
is related to the settlement agreement that we and the Plaintiff Steering Committee filed with the MDL Court in May 2015 (the
“PSC Settlement Agreement”). On February 15, 2017, the MDL Court entered a final order and judgment approving the PSC Settlement
Agreement. Through the PSC Settlement Agreement, we agreed to pay a total of $212 million to be allocated between two classes of
plaintiffs in exchange for a release of all respective claims each class has against us. As required under the PSC Settlement Agreement,
we deposited the settlement amount into an escrow account established by the MDL Court. In August 2019 and November 2018, the
MDL Court released $33 million and $58 million, respectively, from the escrow account to make payments to the plaintiffs. At December 31,
2019 and 2018, the remaining cash balance in the escrow account was $125 million and $156 million, respectively, recorded in restricted
cash accounts and investments.
Nigerian Cabotage Act litigation—In October 2007, three of our subsidiaries were each served a Notice and Demand from the
Nigeria Maritime Administration and Safety Agency (“NIMASA”), imposing a two percent surcharge on the value of all contracts performed
by us in Nigeria pursuant to the Coastal and Inland Shipping (Cabotage) Act 2003 (the “Cabotage Act”). Our subsidiaries each filed an
originating summons in the Federal High Court in Lagos challenging the imposition of this surcharge on the basis that the Cabotage Act and
associated levy is not applicable to drilling rigs. The respondents challenged the competence of the suits on several procedural grounds.
The court upheld the objections and dismissed the suits. In December 2010, our subsidiaries filed a new joint Cabotage Act suit. In
June 2019, the Court of Appeal of Nigeria ruled the suits had been properly dismissed, confirming that offshore drilling rigs are not subject
to the surcharges of the Cabotage Act. NIMASA has not appealed this ruling, and the deadline for appeal has passed. While we cannot
provide assurance that NIMASA will not attempt to challenge the ruling in the future, we do not expect the proceedings to have a material
adverse effect on our consolidated statement of financial position, results of operations or cash flows.
AR-73
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Asbestos litigation—In 2004, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in
complaints filed in the Circuit Courts of the State of Mississippi, and in 2014, a group of similar complaints were filed in Louisiana. The
plaintiffs, former employees of some of the defendants, generally allege that the defendants used or manufactured asbestos containing
drilling mud additives for use in connection with drilling operations, claiming negligence, products liability, strict liability and claims allowed
under the Jones Act and general maritime law. The plaintiffs generally seek awards of unspecified compensatory and punitive damages,
but the court-appointed special master has ruled that a Jones Act employer defendant, such as us, cannot be sued for punitive damages.
At December 31, 2019, nine plaintiffs have claims pending in Louisiana, in which we have or may have an interest. We intend to defend
these lawsuits vigorously, although we can provide no assurance as to the outcome. We historically have maintained broad liability
insurance, although we are not certain whether insurance will cover the liabilities, if any, arising out of these claims. Based on our evaluation
of the exposure to date, we do not expect the liability, if any, resulting from these claims to have a material adverse effect on our consolidated
statement of financial position, results of operations or cash flows.
One of our subsidiaries has been named as a defendant, along with numerous other companies, in lawsuits arising out of the
subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes
alleging bodily injury or personal injury as a result of exposure to asbestos. As of December 31, 2019, the subsidiary was a defendant in
approximately 185 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient
information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such
claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. In September 2018, the subsidiary
and certain insurers agreed to a settlement of outstanding disputes that leaves the subsidiary with funding, including cash, annuities and
coverage in place settlement, that we believe will be sufficient to respond to both the current lawsuits as well as future lawsuits of a similar
nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any,
resulting from these claims to have a material adverse effect on our consolidated statement of financial position, results of operations or cash
flows.
Other matters—We are involved in various tax matters, various regulatory matters, and a number of claims and lawsuits, asserted
and unasserted, all of which have arisen in the ordinary course of our business. We do not expect the liability, if any, resulting from these
other matters to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. We
cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending,
threatened, or possible litigation or liability. We can provide no assurance that our beliefs or expectations as to the outcome or effect of any
tax, regulatory, lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from
management’s current estimates.
Environmental matters
We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act
(“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described
below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties
(“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It
is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several.
One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste
Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”)
and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed
in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential
liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation.
Nevertheless, based on available information, we do not expect the ultimate liability, if any, resulting from all environmental matters, including
the liability for all related pending legal proceedings, asserted legal claims, the potential claims in Alhambra, California, for which tests
detected no contaminants, and known potential legal claims that are likely to be asserted, to have a material adverse effect on our
consolidated statement of financial position, results of operations or cash flows.
NOTE 16—EQUITY
Shares held by subsidiaries—One of our subsidiaries holds our shares for future use to satisfy our obligations to deliver shares
in connection with awards granted under our incentive plans or other rights to acquire our shares. At December 31, 2019 and 2018, our
subsidiary held 6.1 million and 0.9 million shares, respectively.
AR-74
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Accumulated other comprehensive loss—The changes in accumulated other comprehensive loss, presented net of tax, for our
defined benefit pension plans were as follows (in millions):
Balance, beginning of period
Other comprehensive income (loss) before reclassifications
Reclassifications to net loss
Other comprehensive income (loss), net
Effect of adopting accounting standards update
Balance, end of period
Years ended December 31,
2019
2018
$
(279) $
(290)
(25)
4
(21)
(24)
(324) $
6
5
11
—
(279)
$
Redeemable noncontrolling interest—Until June 11, 2018, we owned a 65 percent interest in Angola Deepwater Drilling
Company Ltd. (“ADDCL”), a Cayman Islands company and variable interest entity for which we concluded that we were the primary
beneficiary. Angco Cayman Limited (“Angco Cayman”) owned the remaining a 35 percent interest in ADDCL. Under the terms of ADDCL’s
governing documents, Angco Cayman had the right to require us to purchase its interest in ADDCL for cash, and accordingly, we presented
the carrying amount of Angco Cayman’s ownership interest as redeemable noncontrolling interest on our consolidated balance sheets. We
also had the right under ADDCL’s governing documents to require Angco Cayman to sell us its interest, and we exercised that right. On
June 11, 2018, pursuant to a settlement requiring no cash payment, we acquired the interests in ADDCL not previously owned by us, and
ADDCL became our wholly owned subsidiary. In connection with the acquisition, we reclassified the $53 million aggregate carrying amount
of the redeemable noncontrolling interest to additional paid-in capital.
NOTE 17—SHARE-BASED COMPENSATION
Overview
We have a long-term incentive plan (the “Long-Term Incentive Plan”) for executives, key employees and non-employee directors
under which awards can be granted in the form of restricted share units, restricted shares, stock options, stock appreciation rights and cash
performance awards. Awards may be granted as service awards that are earned over a defined service period or as performance awards
that are earned based on the achievement of certain market factors or performance targets or a combination of market factors and
performance targets. Our compensation committee of our board of directors determines the terms and conditions of the awards granted
under the Long-Term Incentive Plan. At December 31, 2019, we had 32.7 million shares authorized and 7.4 million shares available to be
granted under the Long-Term Incentive Plan. At December 31, 2019, the total unrecognized compensation cost related to our unvested
share-based awards was $42 million, which is expected to be recognized over a weighted-average period of 1.7 years.
Service awards typically vest either in three equal annual installments beginning on the first anniversary date of the grant or in an
aggregate installment at the end of the stated vesting period. Performance awards typically are subject to a three-year measurement period
during which the number of options or shares to be issued remains uncertain until the end of the measurement period, at which time the
awarded number of options or shares to be issued is determined. The performance awards typically vest in one aggregate installment
following the determination date. Stock options are subject to a stated vesting period and, once vested, typically have a seven-year term
during which they are exercisable.
Service awards
Restricted share units—A restricted share unit is a notional unit that is equal to one share but has no voting rights until the
underlying share is issued. The following table summarizes unvested activity for service-based units granted under our incentive plans
during the year ended December 31, 2019:
Unvested at January 1, 2019
Granted
Vested
Forfeited
Unvested at December 31, 2019
Number
of
units
Weighted-average
grant-date fair value
per unit
4,077,992 $
3,044,494
(2,224,030)
(178,878)
4,719,578 $
10.40
8.33
10.40
9.01
9.11
During the year ended December 31, 2019, the vested restricted share units had an aggregate grant-date fair value of $23 million.
During the years ended December 31, 2018 and 2017, we granted 2,521,939 and 1,921,029 service-based units, respectively, with a per
unit weighted-average grant-date fair value of $9.67 and $13.03, respectively. During the years ended December 31, 2018 and 2017, we
had 2,087,141 and 1,867,970 service-based units, respectively, that vested with an aggregate grant-date fair value of $27 million and
$28 million, respectively.
AR-75
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Stock options—The following table summarizes activity for vested and unvested service-based stock options outstanding under
our incentive plans during the year ended December 31, 2019:
Outstanding at January 1, 2019
Granted
Forfeited
Expired
Outstanding at December 31, 2019
Weighted-average
exercise price
per share
Weighted-average
remaining
contractual term
(years)
Aggregate
intrinsic value
(in millions)
Number
of shares
under option
3,767,483 $
1,594,528
(201,596)
(295,990)
4,864,425 $
21.56
8.35
30.93
60.33
14.48
6.84 $
—
—
—
7.34 $
—
—
—
—
—
—
Vested and exercisable at December 31, 2019
2,212,911 $
20.88
5.85 $
During the year ended December 31, 2019, the granted stock options had a per option weighted-average grant-date fair value of
$4.09. During the year ended December 31, 2019, the vested stock options had an aggregate grant-date fair value of $10 million. At
December 31, 2019 and 2018, there were outstanding unvested stock options to purchase 2,651,514 and 2,166,969 shares, respectively.
During the years ended December 31, 2018 and 2017, we granted stock options to purchase 1,249,266 and 877,231 shares, respectively,
with a per option weighted-average grant-date fair value of $9.18 and $6.46, respectively. During the years ended December 31, 2018 and
2017, the vested stock options had an aggregate grant-date fair value of $6 million and $2 million, respectively. During the years ended
December 31, 2017 and 2016, no stock options were exercised.
Performance awards
Restricted share units—We grant performance awards in the form of restricted share units that can be earned depending on the
achievement of market factors. The number of shares ultimately earned per unit is quantified upon completion of the specified period at the
determination date. The following table summarizes unvested activity for performance-based units under our incentive plans during the year
ended December 31, 2019:
Unvested at January 1, 2019
Granted
Vested
Forfeited
Unvested at December 31, 2019
Number
of
units
1,763,794 $
1,067,316
(676,098)
(73,393)
2,081,619 $
Weighted-average
grant-date fair value
per unit
12.93
10.77
16.25
3.02
10.78
During the year ended December 31, 2019, the vested performance-based units had an aggregate grant-date fair value of
$11 million. During the years ended December 31, 2018 and 2017, we granted 1,074,054 and 689,740 performance-based units,
respectively, with a per unit weighted-average grant-date fair value of $10.79 and $16.25, respectively. During the years ended
December 31, 2018 and 2017, the vested performance-based units had an aggregate grant-date fair value of $11 million and $7 million,
respectively.
NOTE 18—SUPPLEMENTAL BALANCE SHEET INFORMATION
Other current liabilities were comprised of the following (in millions):
Other current liabilities
Accrued payroll and employee benefits
Accrued interest
Accrued taxes, other than income
Finance lease liability
Operating lease liabilities
Deferred revenues
Contingent liabilities
Other
Total other current liabilities
December 31,
2019
2018
$
$
207 $
169
73
35
13
100
180
4
781 $
182
184
69
—
—
87
213
11
746
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Other long-term liabilities were comprised of the following (in millions):
Other long-term liabilities
Postemployment benefit plan obligations
Finance lease liability
Operating lease liabilities
Income taxes payable
Deferred revenues
Construction contract intangible liability
Other
Total other long-term liabilities
December 31,
2019
2018
$
$
346 $
444
116
179
429
—
41
1,555 $
355
—
—
476
399
132
62
1,424
NOTE 19—SUPPLEMENTAL CASH FLOW INFORMATION
Net cash provided by operating activities attributable to the net change in other operating assets and liabilities was comprised of
the following (in millions):
Years ended December 31,
2018
2019
2017
Changes in other operating assets and liabilities
Decrease in accounts receivable
(Increase) decrease in other assets
Decrease in accounts payable and other current liabilities
(Decrease) increase in other long-term liabilities
Change in income taxes receivable / payable, net
Change in receivables from / payables to affiliates, net
Additional cash flow information was as follows (in millions):
Certain cash operating activities
Cash payments for interest
Cash payments for income taxes
Non-cash investing and financing activities
Capital additions, accrued at end of period (a)
Issuance of shares in business combinations (b)
Issuance of debt in business combination (c)
$
$
$
$
87 $
(30)
(21)
(34)
(303)
(10)
(311) $
180 $
3
(154)
80
125
—
234 $
230
(37)
(115)
(13)
(58)
—
7
Years ended December 31,
2018
2017
2019
648 $
121
570 $
151
486
124
48 $
—
—
30 $
2,112
1,026
20
—
—
(a) Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of
(b)
(c)
the period. See Note 7—Drilling Fleet.
In connection with our acquisition of Songa and Ocean Rig, we issued 66.9 million and 147.7 million shares, respectively,
with an aggregate fair value of $735 million and $1.4 billion, respectively. See Note 4—Business Combinations.
In connection with our acquisition of Songa, we issued $854 million aggregate principal amount of Exchangeable Bonds as
partial consideration to Songa shareholders and settlement for certain Songa indebtedness. See Note 4—Business
Combinations.
NOTE 20—FINANCIAL INSTRUMENTS
Overview—The carrying amounts and fair values of our financial instruments were as follows (in millions):
Cash and cash equivalents
Restricted cash and cash equivalents
Restricted investments
Long-term debt, including current maturities
Derivative instruments, assets
Derivative instruments, liabilities
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Carrying
amount
$
Carrying
amount
December 31, 2019
Fair
value
1,790 $
558
—
8,976
1
—
1,790 $
558
—
9,261
1
—
December 31, 2018
Fair
value
2,160
429
123
9,212
—
6
2,160 $
429
123
9,978
—
6
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
We estimated the fair value of each class of financial instruments, for which estimating fair value is practicable, by applying the
following methods and assumptions:
Cash and cash equivalents—The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued
interest. Our cash equivalents are primarily invested in short-term time deposits and money market funds. The carrying amount of our cash
and cash equivalents approximates fair value because of the near-term maturities of the instruments.
Restricted cash and cash equivalents—The carrying amount of our restricted cash and cash equivalents, which are subject to
restrictions due to collateral requirements, legislation, regulation or court order approximates fair value due to the near-term maturities of the
instruments in which the restricted balances are held. At December 31, 2019, the aggregate carrying amount of such restricted cash and
cash equivalents was $558 million, recorded in current assets. At December 31, 2018, the aggregate carrying amount of such restricted
cash and cash equivalents was $429 million, including $428 million and $1 million, recorded in current assets and other assets, respectively.
Restricted investments—The carrying amount of our restricted investments, which are subject to restrictions due to court order
or pledged for security of certain credit arrangements, approximates fair value because of the near-term maturities of the instruments. At
December 31, 2018, the aggregate carrying amount of the restricted investments was $123 million, recorded in current assets.
Debt—The carrying amount of our debt represents the principal amount, net of unamortized discounts, premiums, debt issue costs
and fair value adjustments. We measured the estimated fair value of our debt using significant other observable inputs, representative of a
Level 2 fair value measurement, including the terms and credit spreads for the instruments.
Derivative instruments—The carrying amount of our derivative instruments represents the estimated fair value of such
instruments. We measured the estimated fair value of our derivative instruments using significant other observable inputs, representative of
a Level 2 fair value measurement, including the terms and credit spreads for the instruments.
NOTE 21—RISK CONCENTRATION
Interest rate risk—Financial instruments that potentially subject us to concentrations of interest rate risk include our cash
equivalents, short-term investments, restricted cash investments and debt. We are exposed to interest rate risk related to our cash
equivalents and short-term investments, as the interest income earned on these investments is based on variable or short-term interest
rates, which change with market interest rates. We are also exposed to the interest rate risk related to our fixed-rate debt when we refinance
maturing debt with new debt or when we repurchase debt in open market repurchases.
Currency exchange rate risk—Our international operations expose us to currency exchange rate risk. This risk is primarily
associated with compensation costs of our employees and purchasing costs from non-U.S. suppliers, which are denominated in currencies
other than the U.S. dollar. We use a variety of techniques to minimize the exposure to currency exchange rate risk, including the structuring
of customer contract payment terms and occasional use of forward exchange contracts. Our primary currency exchange rate risk
management strategy involves structuring customer contracts to provide for payment in both U.S. dollars and local currency. The payment
portion denominated in local currency is based on anticipated local currency requirements over the contract term. Due to various factors,
including customer acceptance, local banking laws, national content requirements, other statutory requirements, local currency convertibility
and the impact of inflation on local costs, actual local currency needs may vary from those anticipated in the customer contracts, resulting in
partial exposure to currency exchange rate risk. The currency exchange effect resulting from our international operations generally has not
had a material impact on our operating results.
Credit risk—Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash
equivalents, short-term investments and trade receivables, both current and long-term. We generally maintain our cash, cash equivalents
and short-term investments in time deposits at commercial banks with high credit ratings or mutual funds, which invest exclusively in
high-quality money market instruments. We limit the amount of exposure to any one institution and do not believe we are exposed to any
significant credit risk.
We earn our revenues by providing our drilling services to integrated oil companies, government-owned or government-controlled
oil companies and other independent oil companies. Our receivables are dispersed in various countries. We establish an allowance for
doubtful accounts on a case-by-case basis, considering changes in the financial position of a customer, when we believe the required
payment of specific amounts owed to us is unlikely to occur. Although we have encountered only isolated credit concerns related to
independent oil companies, we occasionally require collateral or other security to support customer receivables. In certain instances, when
we determine that collection is not reasonably assured, we may occasionally offer extended payment terms and recognize revenues
associated with the contract on a cash basis.
Labor agreements—We require highly skilled personnel to operate our drilling units. We conduct extensive personnel recruiting,
training and safety programs. At December 31, 2019, we had approximately 6,600 employees, including approximately 700 persons
engaged through contract labor providers. Approximately 47 percent of our total workforce, working primarily in Norway, Brazil, the U.K.,
Angola and Australia 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. These negotiations sometimes result in strikes and could result in higher personnel
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
expenses, other increased costs or increased operational restrictions, as the outcome of such negotiations affect the market for all offshore
employees, not just the union members.
NOTE 22—OPERATING SEGMENTS, GEOGRAPHIC ANALYSIS AND MAJOR CUSTOMERS
Operating segments—We operate in a single, global market for the provision of contract drilling services to our customers. The
location of our rigs and the allocation of our resources to build or upgrade rigs are determined by the activities and needs of our customers.
Geographic analysis—Operating revenues, presented by country in which they were earned, were as follows (in millions):
Years ended December 31,
2018
2017
2019
Operating revenues
U.S.
Norway
Brazil
Other countries (a)
Total operating revenues
$
$
1,264 $
775
125
924
3,088 $
1,496 $
651
110
761
3,018 $
1,527
83
335
1,028
2,973
(a) Other countries represents the aggregate value for countries in which we operate that individually had operating revenues
representing less than 10 percent of consolidated operating revenues earned.
Long-lived assets, presented by country in which they were located, were as follows (in millions):
Long-lived assets
U.S.
Norway
Greece
Other countries (b)
Total long-lived assets
December 31,
2019 (a)
2018
$
$
6,259 $
3,203
2,760
7,194
19,416 $
6,257
3,260
1,103
9,788
20,408
(a) The aggregate carrying amount includes the combined total of our property and equipment and our right-of-use assets.
(b) Other countries represents the aggregate value for countries in which we operate that individually had long-lived assets
representing less than 10 percent of consolidated long-lived assets.
Since the majority of our assets are mobile, the geographic locations of such assets at the end of the periods are not necessarily
indicative of the geographic distribution of the operating revenues generated by such assets during the periods presented. Our international
operations are subject to certain political and other uncertainties, including risks of war and civil disturbances or other market disrupting
events, expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards associated with certain areas
in which we operate. Although we are organized under the laws of Switzerland, we have minimal assets in Switzerland, and we do not
conduct any operations or have operating revenues in Switzerland.
Major customers—For the year ended December 31, 2019, Royal Dutch Shell plc (together with its affiliates, “Shell”),
Equinor ASA (together with its affiliates, “Equinor”) and Chevron Corporation (together with its affiliates, “Chevron”) accounted for
approximately 26 percent, 21 percent and 17 percent, respectively, of our consolidated operating revenues. For the year ended
December 31, 2018, Shell, Chevron and Equinor accounted for approximately 26 percent, 21 percent, and 18 percent, respectively, of our
consolidated operating revenues. For the year ended December 31, 2017, Chevron, Shell and Petróleo Brasileiro S.A. accounted for
approximately 29 percent, 17 percent and 14 percent, respectively, of our consolidated operating revenues.
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
NOTE 23—SUBSEQUENT EVENTS
Priority guaranteed senior unsecured notes—On January 17, 2020, we issued $750 million aggregate principal amount of
8.00% senior unsecured notes due February 2027 (the “8.00% Senior Notes”), and we received aggregate cash proceeds of $743 million,
net of issue costs. The 8.00% Senior Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned
subsidiaries of Transocean Inc. Such notes rank equal in right of payment to all of our existing and future unsecured unsubordinated
obligations and rank structurally senior to the extent of the value of the assets of the subsidiaries guaranteeing the notes. We may redeem
all or a portion of the 8.00% Senior Notes on or prior to February 1, 2023 at a price equal to 100 percent of the aggregate principal amount
plus a make-whole provision, and subsequently, at specified redemption prices. The indenture that governs the 8.00% Senior Notes contains
covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes,
engage in certain sale and lease-back transactions covering any of our drilling units, allow our subsidiaries to incur certain additional debt,
and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation.
Debt redemption—On January 17, 2020, we provided a notice to redeem in full our outstanding 9.00% Senior Notes. On
February 18, 2020, we made a payment of $767 million, including the make-whole provision, to redeem the 9.00% Senior Notes, and in the
three months ending March 31, 2020, we expect to recognize a loss of approximately $66 million associated with the retirement of debt.
NOTE 24—QUARTERLY RESULTS (UNAUDITED)
2019
Operating revenues
Operating loss (a)
Net loss (a)
Net loss attributable to controlling interest (a)
Per share loss
Basic
Diluted
Weighted-average shares outstanding
Basic
Diluted
2018
Operating revenues
Operating loss (b)
Net loss (b)
Net loss attributable to controlling interest (b)
Per share loss
Basic
Diluted
Weighted-average shares outstanding
Basic
Diluted
Three months ended
March 31,
June 30,
September 30, December 31,
(In millions, except per share data)
$
754 $
(13)
(171)
(171)
758 $
(27)
(206)
(208)
784 $
(607)
(825)
(825)
792
(74)
(55)
(51)
$
$
(0.28) $
(0.28) $
(0.34) $
(0.34) $
(1.35) $
(1.35) $
(0.08)
(0.08)
611
611
612
612
613
613
$
664 $
(4)
(212)
(210)
790 $
(917)
(1,139)
(1,135)
816 $
(305)
(409)
(409)
613
613
748
(25)
(243)
(242)
$
$
(0.48) $
(0.48) $
(2.46) $
(2.46) $
(0.88) $
(0.88) $
(0.48)
(0.48)
438
438
462
462
463
463
506
506
(a) Third quarter included an aggregate loss of $583 million, primarily associated with the impairment of certain drilling units and other equipment classified
as assets held for sale and $26 million associated with the impairment of certain right-of-use assets and leasehold improvements related to our leases.
First quarter, second quarter, third quarter and fourth quarter included an aggregate loss of $41 million associated with the retirement of debt.
First quarter and second quarter included a bargain purchase gain of $11 million associated with the Ocean Rig acquisition. Fourth quarter included
a gain of $132 million associated with the termination of construction contracts for two ultra-deepwater drillships.
(b) First quarter, third quarter and fourth quarter included an aggregate loss of $24 million associated with Songa and Ocean Rig acquisition costs. Fourth
quarter included a bargain purchase gain of $10 million associated with the Ocean Rig acquisition. Second quarter included a loss of $462 million
associated with the impairment of our goodwill. Second quarter, third quarter and fourth quarter included an aggregate loss of $999 million associated
with the impairment of certain drilling units classified as assets held for sale.
AR-80
ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have not had a change in or disagreement with our accountants within 24 months prior to the date of our most recent financial
statements or in any period subsequent to such date.
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 and our Chief Financial Officer, to allow timely decisions regarding required disclosure
and (2) recorded, processed, summarized and reported within the time periods specified in the United States (“U.S.”) Securities and
Exchange Commission’s rules and forms. 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, 2019.
Internal control over financial reporting—There has been no change to our internal control over financial reporting during the
quarter ended December 31, 2019 that has materially affected or is 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
None.
AR-81
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 ACCOUNTING 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 2020 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, 2019. Certain information with respect to our
executive officers is set forth in Item 4 of this annual report under the caption “Executive Officers of the Registrant.”
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)
INDEX TO FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
PART IV
(1) Index to Financial Statements
Included in Part II of this report:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Report of Statutory Auditor on the Consolidated Financial Statements
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Loss
Consolidated Balance Sheets
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
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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)
Year ended December 31, 2017
Reserves and allowances deducted from asset accounts:
Allowance for excess and obsolete materials and supplies
Valuation allowance on deferred tax assets
Year ended December 31, 2018
Reserves and allowances deducted from asset accounts:
Allowance for excess and obsolete materials and supplies
Valuation allowance on deferred tax assets
Year ended December 31, 2019
Reserves and allowances deducted from asset accounts:
Allowance for excess and obsolete materials and supplies
Valuation allowance on deferred tax assets
Additions
Charge to
Balance at
beginning of
period
Charge to cost
and
expenses
other
accounts
-describe
Deductions
-describe
Balance at
end of
period
153
412
141
574
134
681
24
162
—
—
36 (a)
—
141
574
12
67
3
37
—
40 (b)
19 (a)
—
134
681
—
—
10 (a)
2 (c)
127
716
(a) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale.
(b) Amount primarily related to the following: (i) adjustments of $26 million to the valuation allowance and related deferred tax assets with corresponding
adjustments to retained earnings associated with our adoption of the accounting standards update that requires an entity to recognize in the period in
which it occurs the income tax consequences of an intra entity transfer of an asset other than inventory and (ii) an adjustment of $14 million to the
valuation allowance related to deferred tax assets acquired in business combinations.
(c) Amount related to adjustments to other deferred tax assets with valuation allowances.
AR-83
(3) Exhibits
The following exhibits are filed or furnished, as indicated, or incorporated by reference to the location indicated:
Number Description
2.1
Agreement and Plan of Merger, dated September 3, 2018, by and among
Transocean Ltd., Transocean Oceanus Holdings Limited, Transocean
Oceanus Limited and Ocean Rig UDW Inc.
3.1
Articles of Association of Transocean Ltd.
3.2
Organizational Regulations of Transocean Ltd., adopted November 18,
2016
4.1
Description of Shares of Transocean Ltd.
Credit Agreement dated June 22, 2018, among Transocean Inc., the
lenders parties thereto and Citibank, N.A., as administrative agent and
collateral agent.
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
Increase of Commitments, Second Amendment to Credit Agreement and
to Guaranties, dated July 15, 2019, among
First Amendment
Transocean Inc.,
thereto,
Citibank, N.A., as administrative agent, and for the limited purposes set
forth therein, Transocean Ltd. and certain of its subsidiaries
issuing banks parties
lenders and
the
Location
Exhibit 2.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on September 4, 2018
Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on May 13, 2019
Exhibit 3.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 000-53533) filed on November 23, 2016
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on June 27, 2018
Exhibit 10.1 to Transocean Ltd.’ s Current Report on Form 8-K
(Commission File No. 001-38373) filed on May 13, 2019
Exhibit 10.1 to Transocean Ltd.’ s Current Report on Form 8-K
(Commission File No. 001-38373) filed on July 15, 2019
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
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
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
4.7
Indenture, dated July 13, 2018, by and among Transocean Guardian
Exhibit 4.1 to Transocean Ltd’s Current Report on Form 8-K
Limited, the Guarantors and Wells Fargo Bank, National Association
(Commission File No. 001-38373) filed on July 17, 2018
4.8
Indenture, dated July 20, 2018, by and among Transocean Pontus Limited,
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
the Guarantors and Wells Fargo Bank, National Association.
(Commission File No. 001-38373) filed on July 24, 2018
4.9
First Supplemental Indenture, dated April 15, 2019, by and among
Transocean Pontus Limited, Wells Fargo Bank, National Association, as
trustee and collateral agent, and the Note Parties, supplementing the
Indenture dated as of July 20, 2018
4.10
Indenture dated as of April 15, 1997 between Transocean Offshore Inc. and
Texas Commerce Bank National Association, as trustee
First Supplemental
Indenture dated as of April 15, 1997 between
Transocean
Bank
and
National Association, as trustee, supplementing the Indenture dated as of
April 15, 1997
Offshore Inc.
Commerce
Texas
Exhibit 4.4 to Transocean Ltd.’s Quarterly Report on Form 10-Q
the quarter ended
(Commission File No. 001-38373)
March 31, 2019
for
Exhibit 4.1 to Transocean Offshore Inc.’s Current Report on
Form 8-K (Commission File No. 001-07746) filed on April 30,
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
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
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
4.14
Form of 7.45% Notes due April 15, 2027
4.15
Form of 8.00% Debentures 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
Exhibit 4.4 to Transocean Offshore Inc.’s Current Report on
Form 8-K (Commission File No. 001-07746) filed on April 30,
1997
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4.2
4.3
4.4
4.5
4.6
4.11
4.12
4.13
Number Description
4.16
Officers’ Certificate establishing the terms of the 7.50% Note due April 15,
2031
4.17
Officers’ Certificate establishing the terms of the 7.375% Notes due
April 15, 2018
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.
Location
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
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
Exhibit 4.1 of Global Marine Inc.’s Registration Statement on
Form S-4 (No. 333-39033) filed on October 30, 1997
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
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
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
4.18
4.19
4.20
4.21
4.22
Form of 7% Note Due 2028
4.23
Terms 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
Exhibit 4.1 of Global Marine Inc.’s Current Report on Form 8-K
(Commission File No. 001-05471) filed on May 22, 1998
4.24
Senior
Indenture, dated as of December 11, 2007, between
Transocean Inc. and Wells Fargo Bank, National Association
4.25
First Supplemental 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
the year ended
(Commission File No. 333-75899)
December 31, 2007
for
Exhibit 4.37 to Transocean Inc.’s Annual Report on Form 10-K
the year ended
(Commission File No. 333-75899)
December 31, 2007
for
4.26
4.27
4.28
4.29
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
Fourth Supplemental Indenture, dated as of September 21, 2010, among
Bank,
Transocean Inc.
and Wells
Fargo
Transocean Ltd.,
National Association, as trustee
Exhibit 4.1 to Transocean Ltd.’s Quarterly Report on Form 10-Q
the quarter ended
(Commission File No. 000-53533)
September 30, 2010
for
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
Sixth Supplemental Indenture, dated as of September 13, 2012, among
Bank,
Transocean Ltd.
and Wells
Fargo
Transocean Inc.,
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
4.30
Indenture, dated as of July 21, 2016, by and among Transocean Inc., the
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
Guarantors and Wells Fargo Bank, National Association
(Commission File No. 000-53533) filed on July 22, 2016
4.31
4.32
4.33
4.34
Indenture, dated as of October 19, 2016, by and among Transocean
Triton
Phoenix
Capital II GmbH and Wells Fargo Bank, National Association
Transocean Ltd.,
Transocean Inc.,
2 Limited,
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 000-53533) filed on October 20, 2016
First Supplemental Indenture, dated April 15, 2019, by and among
Transocean Phoenix 2 Limited, Wells Fargo Bank, National Association, as
trustee and collateral agent, and the Note Parties supplementing the
Indenture dated as of October 19, 2016
Exhibit 4.2 to Transocean Ltd.’s Quarterly Report on
Form 10-Q (Commission File No. 001-38373) for the
quarter ended March 31, 2019
Indenture, dated December 8, 2016, by and among Transocean
Fargo Bank,
and Wells
Guarantors
the
Proteus Limited,
National Association
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 000-53533) filed on December 8, 2016
First Supplemental Indenture, dated April 15, 2019, by and among
Transocean Proteus Limited, Wells Fargo Bank, National Association, as
trustee and collateral agent, and the Note Parties, supplementing the
Indenture dated as of October 19, 2016
Exhibit 4.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q
the quarter ended
(Commission File No. 001-38373)
March 31, 2019
for
4.35
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
AR-85
Number Description
4.36
Indenture,
dated
Transocean Inc.,
Transocean Ltd., as guarantor, and Computershare Trust Company N.A.
and Computershare Trust Company of Canada, as co-trustees
January 30,
among
2018,
4.37
Form of 0.50% Exchangeable Senior Bonds due 2023
4.38
4.39
4.40
4.41
Registration Rights Agreement, dated as of January 30, 2018, among
Transocean Ltd., Transocean Inc., and the security holders named therein
Indenture, dated October 25, 2018, among Transocean Inc., the guarantors
party thereto and Wells Fargo Bank, National Association, as trustee
Indenture, dated February 1, 2019, by and among Transocean Poseidon
Limited, the Guarantors and Wells Fargo Bank, National Association, as
trustee and collateral agent
Indenture, dated May 24, 2019, by and among Transocean Sentry Limited,
the Guarantors and Wells Fargo Bank, National Association, as trustee and
collateral agent
4.42
Indenture, dated January 17, 2020, by and among Transocean Inc., the
guarantors party thereto and Wells Fargo Bank, National Association
First Amendment to Transocean Ltd. 2015 Long-Term Incentive Plan
* 10.1
10.2
Form of Voting and Support Agreement, by and among Transocean Ltd.
and certain shareholders of Ocean Rig UDW Inc.
10.3
Form of Voting and Support Agreement, by and among Ocean Rig
UDW Inc. and certain shareholders of Transocean Ltd.
* 10.4
Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as
of February 12, 2009)
* 10.5
First Amendment to Long-Term Incentive Plan of Transocean Ltd. (as
amended and restated as of February 12, 2009)
* 10.6
Deferred Compensation Plan of Transocean Offshore Inc., as amended
and restated effective January 1, 2000
* 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
* 10.8
Amendment to Transocean Inc. Deferred Compensation Plan
Location
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on January 30, 2018
Exhibit A of Exhibit 4.1 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 001-38373) filed on January 30,
2018
Exhibit 4.3 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on January 30, 2018
Exhibit 4.32 to Transocean Ltd.’s Annual Report on Form 10-K
(Commission File No. 001-38373) filed on February 19, 2019
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on February 1, 2019
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on May 29, 2019
Exhibit 4.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on January 17, 2020
Annex B
to Transocean Ltd.’s definitive proxy statement
(Commission File No. 001-38373) filed on March 20, 2018
for
Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on September 4, 2018
Exhibit 10.2 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-38373) filed on September 4, 2018.
Exhibit 10.5 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2008
Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 000-53533) filed on May 22, 2013
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
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
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
* 10.10
Form of 2004 Director Deferred Unit Award
* 10.11
Form of 2008 Director Deferred Unit Award
* 10.12
Form of 2009 Director Deferred Unit Award
* 10.13
Terms and Conditions of 2013 Director Deferred Unit Award
* 10.14
Terms and Conditions of 2014 Director Deferred Unit Award
* 10.15
Terms and Conditions of 2015 Director Restricted Share Unit Award
AR-86
(Commission File No. 333-75899) filed on February 15, 2005
Exhibit 10.4 to Transocean Inc.’s Current Report on Form 8-K
(Commission File No. 333-75899) filed on February 15, 2005
Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K
(Commission File No. 000-53533)
the year ended
December 31, 2008
for
Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2009
for
Exhibit 10.14 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
Exhibit 10.15 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
Exhibit 10.16 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
Number Description
* 10.16
Terms and Conditions of 2014 Executive Equity Award
* 10.17
Terms and Conditions of 2015 Executive Equity Award
Location
Exhibit 10.19 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
10.18
Terms and Conditions of the July 2008 Nonqualified Share Option Award
Exhibit 10.2 to Transocean Inc.’s Annual Report on Form 10-Q
(Commission File No. 333-75899) for the quarter ended June 30,
2008
* 10.19
Terms and Conditions of the February 2009 Nonqualified Share Option
Award
* 10.20
Terms and Conditions of the February 2012 Long Term Incentive Plan
Award
* 10.21
Transocean Ltd. Incentive Recoupment Policy
10.22
Form of Novation Agreement dated as of November 27, 2007 by and among
GlobalSantaFe Corporation, Transocean Offshore Deepwater Drilling Inc.
and certain executives
* 10.23
Global Marine Inc. 1990 Non-Employee Director Stock Option Plan
* 10.24
First Amendment to Global Marine Inc. 1990 Non-Employee Director Stock
Option Plan
* 10.25
Second Amendment to Global Marine Inc. 1990 Non-Employee Director
Stock Option Plan
* 10.26
1997 Long-Term Incentive Plan
* 10.27
Amendment to 1997 Long Term Incentive Plan
* 10.28
Amendment to 1997 Long Term Incentive Plan, dated December 1, 1999
* 10.29
GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan
* 10.30
First Amendment to GlobalSantaFe Corporation 1998 Stock Option and
Incentive Plan
* 10.31
GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and
Incentive Plan
* 10.32
GlobalSantaFe Corporation 2001 Long-Term Incentive Plan
* 10.33
GlobalSantaFe 2003 Long-Term Incentive Plan (as Amended and Restated
Effective June 7, 2005)
* 10.34
Transocean Ltd. Pension Equalization Plan, as amended and restated,
effective January 1, 2009
Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2008
for
Exhibit 10.28 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2011
for
Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2012
for
Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K
(Commission File No. 333-75899) filed on December 3, 2007
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
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
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
GlobalSantaFe Corporation’s Registration Statement
on
Form S-8 (No. 333-7070) filed June 13, 1997
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
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
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
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
Exhibit 4.8
of GlobalSantaFe Corporation’s Registration
Statement on Form S-8 (No. 333-73878) filed on November 21,
2001
Exhibit A
to GlobalSantaFe Corporation’s definitive proxy
statement (Commission File No. 001-14634) filed on March 21,
2001
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
Exhibit 10.41 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2008
for
* 10.35
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
AR-87
Number Description
* 10.36
GlobalSantaFe Corporation Supplemental Executive Retirement Plan
Location
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
* 10.37
Transocean U.S. Supplemental Savings Plan
Exhibit 10.44 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2008
for
10.38
Form of Indemnification Agreement entered into between Transocean Ltd.
Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K
and each of its Directors and Executive Officers
(Commission File No. 333-75899) filed on October 10, 2008
* 10.39
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
10.40
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 quarterly
period ended June 30, 2010
* 10.41
Executive Severance Benefit Policy
* 10.42
Transocean Ltd. 2015 Long-Term Incentive Plan
10.43
10.44
10.45
* 10.46
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
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.
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
Employment Agreement among Transocean Ltd., Transocean Offshore
Deepwater Drilling Inc. and John Stobart dated December 1, 2015
Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 000-53533) filed on February 23, 2012
Annex B
to Transocean Ltd.’s definitive proxy statement
(Commission File No. 000-53533) filed on March 23, 2015
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
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
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
Exhibit 10.60 to Transocean Ltd.’s Annual Report on Form 10-K
the year ended
(Commission File No. 000-53533)
December 31, 2015
for
* 10.47
Employment Agreement with Keelan Adamson dated August 10, 2018
Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
* 10.48
Employment Agreement with Jeremy D. Thigpen effective September 1,
2016
* 10.49
Employment Agreement with Mark L. Mey effective September 1, 2016
* 10.50
21
Amended and Restated Performance Award and Cash Bonus Plan of
Transocean Ltd.
Subsidiaries of Transocean Ltd.
23.1
Consent of Ernst & Young LLP
24
31.1
31.2
32.1
Powers of Attorney
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(Commission File No. 001-38373) filed on August 14, 2018.
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
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
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Furnished with our Annual Report on Form 10-K for the year
ended December 31, 2019
AR-88
Number Description
32.2
101
104
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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, 2019 and December 31, 2018; (ii) our
consolidated statements of operations for the years ended December 31,
2019, 2018 and 2017; (iii) our consolidated statements of comprehensive
loss for the years ended December 31, 2019, 2018 and 2017; (iv) our
consolidated statements of equity for the years ended December 31, 2019,
2018 and 2017; (v) our consolidated statements of cash flows for the years
ended December 31, 2019, 2018 and 2017; and (vi) the notes to
consolidated financial statements
The cover page from our annual report on Form 10-K for the year ended
December 31, 2019, formatted in Inline Extensible Business Reporting
Language
Location
Furnished with our Annual Report on Form 10-K for the year
ended December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
Filed with our Annual Report on Form 10-K for the year ended
December 31, 2019
*
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
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, 2020.
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)
AR-89
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, 2020.
Signature
*
Chadwick C. Deaton
/s/ Jeremy D. Thigpen
Jeremy D. Thigpen
/s/ Mark L. Mey
Mark L. Mey
/s/ David Tonnel
David Tonnel
*
Glyn A. Barker
*
Vanessa C.L. Chang
*
Frederico F. Curado
*
Tan Ek Kia
*
Vincent J. Intrieri
*
Samuel Merksamer
*
Frederick W. Mohn
*
Edward R. Muller
By: /s/ David Tonnel
(Attorney-in-Fact)
Title
Chairman
of the Board of Directors
President and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
AR-90
TRANSOCEAN LTD.
STATUTORY FINANCIAL STATEMENTS
For the years ended December 31, 2019 and 2018
Ernst & Young AG
Maagplatz 1
P.O. Box
8005 Zurich
Phone: +41 58 286 31 11
Fax: +41 58 286 30 04
www.ey.com/ch
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, February 18, 2020
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Transocean Ltd., which comprise the statement of operations, balance
sheet and notes (pages SR-3 to SR-11), for the year ended December 31, 2019.
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and
the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system
relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of
Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are
reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to
the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall
presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended December 31, 2019 comply with Swiss law and the company’s articles of
incorporation.
Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of
the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities section of our report, including in relation to this matter.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide
the basis for our audit opinion on the financial statements.
SR-1
Area of emphasis
Impairment assessment of investments in subsidiaries
Transocean Ltd. evaluates its investments in subsidiaries for impairment annually and records an impairment
loss when the carrying amount of such assets exceeds the recoverable amount. The assessment of the
existence of any indicators of impairment of the carrying amount of investments in subsidiaries is judgmental. In
the event that indicators of impairment are identified, the assessment of the recoverable amounts is also
judgmental and requires estimation and the use of subjective assumptions.
Transocean Ltd. measures the recoverable amount of its investments in subsidiaries by applying a variety of
valuation methods, incorporating a combination of income and market approaches and using projected
discounted cash flows.
The primary risks are identifying impairment indicators, inaccurate models being used for the impairment
assessment, and that the assumptions to support the value of the investments are inappropriate. The principal
consideration for our determination that the impairment assessment of investments in subsidiaries is a key audit
matter is the subjectivity in the assessment of the recoverable amounts which requires estimation and the use of
subjective assumptions.
See Note 3 to these financial statements for Transocean Ltd.’s disclosures related to investment in subsidiaries.
Our audit response
Our audit procedures related to the key audit matter of the impairment assessment of investments in subsidiaries
included the following procedures:
We performed inquiries of management about the current market conditions supporting the evaluation of potential
impairment indicators, tested the key assumptions used, and performed procedures on Transocean Ltd.’s
prospective financial information.
We involved valuation specialists to assist in the evaluation of management’s valuation models and impairment
analyses, specifically in testing key assumptions and prospective financial information.
We performed procedures to assess the valuation models for evidence of management bias considering contrary
evidence from third party analyst reports and press releases.
Our audit procedures did not lead to any reservations regarding the impairment assessment of investments in
subsidiaries.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO
and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists,
which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.
We recommend that the financial statements submitted to you be approved.
Ernst & Young Ltd
/s/ Reto Hofer
Licensed audit expert
(Auditor in charge)
/s/ Ralph Petermann
Certified public accountant
SR-2
TRANSOCEAN LTD.
STATEMENTS OF OPERATIONS
(In thousands)
Years ended December 31,
2019
2018
CHF
CHF
1,450
86
1,536
921
49
970
13,193
2
(6 )
(560 )
42,698
55,327
19,873
26
—
21,924
12,106
53,929
(1,325,013 )
191
(378,031 )
(189 )
CHF (1,378,613 ) CHF
(431,179 )
Income
Guarantee fee income
Financial income
Total income
Costs and expenses
General and administrative
Depreciation
Gain on disposal of assets
(Gain) loss on currency exchange
Financial expense
Total costs and expenses
Loss on impairment
Direct taxes
Net loss for the year
See accompanying notes.
SR-3
TRANSOCEAN LTD.
BALANCE SHEETS
(in thousands)
Assets
Cash
Receivables from subsidiaries
Other current assets
Total current assets
Investment in subsidiaries
Property and equipment
Less accumulated depreciation
Property and equipment, net
Other non-current assets
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Accounts payable to subsidiaries
Interest payable to subsidiaries
Other current liabilities
Total current liabilities
Long-term interest bearing notes payable to subsidiary
Long-term lease liabilities
Deferred gains on foreign exchange translation
Total non-current liabilities
Share capital
Statutory capital reserves from capital contribution
Statutory capital reserves from capital contribution for shares held by subsidiaries
Free capital reserves from capital contribution
Accumulated loss
Accumulated loss brought forward from previous years
Net loss for the year
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31,
2019
2018
CHF
CHF
2,107
6,026
1,090
9,223
53,837
21,600
1,302
76,739
8,413,863
9,739,216
1,193
1,193
—
1,392
1,390
2
1,000
8,414,863
CHF 8,424,086
99
9,739,317
CHF 9,816,056
CHF
CHF
—
12,670
221
12,891
8,459
7,453
960
16,872
2,060,923
590
29,294
2,090,807
61,797
11,953,444
79,973
1,500,000
2,156,663
—
1,341
2,158,004
61,058
11,903,340
72,995
1,500,000
(5,896,213 )
(1,378,613 )
6,320,388
CHF 8,424,086
(5,465,034 )
(431,179 )
7,641,180
CHF 9,816,056
See accompanying notes.
SR-4
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS
NOTE 1—GENERAL
Transocean Ltd. (the “Company”, “we”, “us”, or “our”) is the parent company of Transocean Inc. and Transocean Management
Services GmbH., our direct wholly owned subsidiaries. Transocean Ltd. is registered with the commercial register in the canton of Zug, and
its shares are listed on the New York Stock Exchange. At December 31, 2019 and 2018, we had less than 10 full-time employees.
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Presentation—We have prepared our unconsolidated statutory financial statements in accordance with the accounting principles
as set out in Art. 957 to Art. 963b, of the Swiss Code of Obligations (the “CO”). Since we have prepared our consolidated financial statements
in accordance with U.S. generally accepted accounting standards, a recognized accounting standard, we have, in accordance with the CO,
elected to forego presenting the statement of cash flows, the additional disclosures and the management report otherwise required by the
CO. Our financial statements may be influenced by the creation and release of excess reserves.
Currency—We maintain our accounting records in U.S. dollars and translate them into Swiss francs for statutory reporting
purposes. We translate into Swiss francs our assets and liabilities that are denominated in non-Swiss currencies using the year-end currency
exchange rates, except prior-year transactions for our investments in subsidiaries and our shareholders’ equity, which are translated at
historical exchange rates. We translate into Swiss francs our income statement transactions that are denominated in non-Swiss currencies
using the average currency exchange rates for the year.
Our principal exchange rates were as follows:
CHF / USD
CHF / GBP
CHF / NOK
Average exchange rates
for the years ended
December 31,
Exchange rates
at December 31,
2019
2018
2019
2018
0.99
1.27
0.11
0.98
1.31
0.12
0.97
1.28
0.11
0.98
1.25
0.11
We recognize realized currency exchange and translation gains and losses arising from business transactions and net unrealized
currency exchange and translation losses in current period earnings. We defer net unrealized currency exchange and translation gains.
Cash—We hold cash balances, denominated in Swiss francs and U.S. dollars, which include cash deposited in demand bank
accounts, money market investment accounts and other liquid investments and interest earned on such cash balances.
Current assets and liabilities—We record current assets at historical cost less adjustments for impairment of value and current
liabilities at historical cost.
Investments in subsidiaries—We record our investments in subsidiaries at acquisition cost less adjustments for impairment of
value. We evaluate our investments in subsidiaries for impairment annually and record an impairment loss when the carrying amount of
such assets exceeds the fair value. We estimate fair value of our investments using a variety of valuation methods, including the income
and market approaches. Our estimates of fair value represent a price that would be received to sell the asset in an orderly transaction
between market participants in the principal market for the asset.
Own shares—We recognize own shares at acquisition cost, which we present as a deduction from shareholders’ equity at the
time of acquisition. For own shares held by subsidiaries, we build a reserve for shares in equity at the respective acquisition costs.
Related parties—In the meaning of the CO, we consider related parties to be only shareholders, direct and indirect subsidiaries,
and the board of directors.
Leases—Effective January 1, 2019, for our consolidated financial statements, we adopted the accounting standards update that
requires lessees to recognize a right-of-use asset and lease liability for virtually all leases, and we have applied this update for our
unconsolidated statutory financial statements as permitted under the CO. We applied the transition method that required us to recognize
right-of-use assets, recorded in other assets, and lease liabilities, recorded in other current liabilities and other long-term liabilities, as of the
date of our adoption with no adjustment to prior periods. As of January 1, 2019, for our operating lease under which we are the lessee, we
recorded a non-cash adjustment to recognize a right-of-use asset of CHF 1 million and a corresponding remaining lease liability of less than
CHF 1 million recorded in other long-term liabilities. We elected to account for lease and non-lease components of operating leases as a
single component. We elected not to recognize right-of-use assets or lease liabilities for short-term leases. Our adoption did not have and
is not expected in the future to have a material effect on our statements of financial position and, operations or cash flows. At December 31,
2019, we had an operating lease for office space, which had a discount rate of 6.3 percent and a remaining lease term of 9.5 years. The
aggregate future minimum rental payments in amount of less than CHF 1 million
SR-5
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
NOTE 3—INVESTMENT IN SUBSIDIARIES
Direct Investments—Our direct investments in subsidiaries were as follows (in thousands, except percentages):
Company name
Purpose
Domicile
Ownership
and voting
interest
Share
capital
Carrying amount as of December 31,
2019
2018
Transocean Inc.
Holding
Cayman Islands
100%
USD
Transocean Management Services GmbH
Management and administration Switzerland
90%
CHF
3,192 CHF 8,413,755 CHF 9,739,108
108
108 CHF
20 CHF
On January 30, 2018, we acquired an approximate 97.7 percent ownership interest in Songa Offshore SE (“Songa”), a European
public company limited by shares, or societas Europaea, existing under the laws of Cyprus. On March 28, 2018, we acquired the remaining
shares not owned by us through a compulsory acquisition under Cyprus law, and as a result, Songa became our wholly owned subsidiary.
In connection with these transactions, we issued 68.0 million shares and Transocean Inc. issued USD 863 million aggregate principal amount
of 0.5% exchangeable senior bonds due January 30, 2023 (the “Exchangeable Bonds”). The Exchangeable Bonds may be converted at any
time prior to the maturity date at an exchange rate of 97.29756 of our shares per USD 1,000 note, equivalent to a conversion price of
USD 10.28 per share, subject to adjustment upon the occurrence of certain events. Holders of Exchangeable Bonds may require us to
repurchase all or a portion of such holder’s Exchangeable Bonds upon the occurrence of certain events. On March 28, 2018, immediately
after completing these transactions, we contributed all shares of Songa to Transocean Inc.
On June 26, 2018, Transocean Management Ltd, formerly our direct wholly owned subsidiary, merged with Transocean
Management Services GmbH. Following the merger Transocean Management Ltd ceased to exist and Transocean Management
Services GmbH was the surviving entity.
On December 5, 2018, we acquired Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman Islands exempted company with limited liability,
in a merger transaction, and as a result, Ocean Rig became our wholly owned subsidiary. In connection with the acquisition, we issued
147.7 million shares and made an aggregate cash payment of USD 1.2 billion. On December 7, 2018, we contributed all shares of Ocean Rig
to Transocean Inc.
Impairments—In the years ended December 31, 2019 and 2018, as a result of our annual impairment test, we determined that the
carrying amounts of our investments in subsidiaries were impaired, and, as a result, we recognized an aggregate loss of CHF 1.3 billion and
CHF 378 million, respectively, associated with the impairment of our investment in Transocean Inc.
Principal indirect investments—Our principal indirect investments in subsidiaries were as follows:
December 31, 2019
December 31, 2018
Company name
Deepwater Pacific 1 Inc.
Global Marine Inc.
GSF Leasing Services GmbH
Sedco Forex Holdings Limited
Sedco Forex International Inc.
Transocean Conqueror Limited
Transocean Deepwater Drilling Services Limited
Transocean Drilling Offshore S.a.r.l
Transocean Drilling U.K. Limited
Transocean Entities Holdings GmbH
Transocean Financing GmbH
Transocean Guardian Limited
Transocean Holdings 1 Limited
Transocean Holdings 2 Limited
Transocean Holdings 3 Limited
Transocean Hungary Holdings LLC
Transocean Norway Drilling AS
Transocean Oceanus Holdings Limited
Transocean Offshore Deepwater Drilling Inc.
Domicile
British Virgin Islands
United States
Switzerland
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Luxembourg
Scotland
Switzerland
Switzerland
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Hungary
Norway
Cayman Islands
United States
Transocean Offshore Deepwater Holdings Limited
Cayman Islands
Transocean Offshore Holdings Limited
Cayman Islands
Transocean Offshore International Ventures Limited
Cayman Islands
Transocean Partners Holdings Limited
Transocean Phoenix 2 Limited
Transocean Pontus Limited
Transocean Poseidon Limited
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Ownership
and voting
interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Company name
Deepwater Pacific 1 Inc.
Global Marine Inc.
GSF Leasing Services GmbH
Sedco Forex Holdings Limited
Sedco Forex International Inc.
Transocean Conqueror Limited
Domicile
British Virgin Islands
United States
Switzerland
Cayman Islands
Cayman Islands
Cayman Islands
Transocean Deepwater Drilling Services Limited
Cayman Islands
Transocean Drilling Offshore S.a.r.l
Transocean Drilling U.K. Limited
Transocean Entities Holdings GmbH
Transocean Financing GmbH
Transocean Guardian Limited
Transocean Holdings 1 Limited
Transocean Holdings 2 Limited
Transocean Holdings 3 Limited
Transocean Hungary Holdings LLC
Transocean Norway Drilling AS
Transocean Oceanus Holdings Limited
Transocean Offshore Deepwater Drilling Inc.
Luxembourg
Scotland
Switzerland
Switzerland
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Hungary
Norway
Cayman Islands
United States
Transocean Offshore Deepwater Holdings Limited
Cayman Islands
Transocean Offshore Holdings Limited
Cayman Islands
Transocean Offshore International Ventures Limited
Cayman Islands
Transocean Partners Holdings Limited
Transocean Phoenix 2 Limited
Transocean Pontus Limited
Transocean Poseidon Limited
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Ownership
and voting
interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
SR-6
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
December 31, 2019
December 31, 2018
Company name
Transocean Proteus Limited
Transocean Sentry Limited
Transocean Worldwide Inc.
Triton Asset Leasing GmbH
Triton Hungary Investments 1 LLC
Triton Nautilus Asset Leasing GmbH
Domicile
Cayman Islands
Cayman Islands
Cayman Islands
Switzerland
Hungary
Switzerland
Ownership
and voting
interest
100%
100%
100%
100%
100%
100%
Company name
Domicile
Ownership
and voting
interest
Transocean Proteus Limited
Cayman Islands
100%
Transocean Worldwide Inc.
Triton Asset Leasing GmbH
Triton Hungary Investments 1 LLC
Triton Nautilus Asset Leasing GmbH
Cayman Islands
Switzerland
Hungary
Switzerland
100%
100%
100%
100%
In the year ended December 31, 2019, we formed Transocean Sentry Limited in connection with the issuance of senior secured
notes for the purpose of partially financing the construction or acquisition of the collateral rigs. In the year ended December 31, 2018, we
formed Transocean Guardian Limited, Transocean Pontus Limited and Transocean Poseidon Limited in connection with the issuance of
senior secured notes to partially finance the construction or acquisition of the respective collateral rig or rigs, and we formed Transocean
Oceanus Holdings Limited in connection with the acquisition of Ocean Rig. See Note 7— Guarantees and Commitments.
NOTE 4—SHAREHOLDERS’ EQUITY
Overview—Changes in our shareholder’s equity were as follows (in thousands):
Share capital
Statutory capital reserves
Free reserves
Shares
Amount
from capital
contribution
from capital
contribution for
shares held by
subsidiaries
(a)
Free capital
reserves
from capital
contribution
Own shares
against capital
reserve from
capital
contribution
Total
shareholders’
equity
Accumulated
loss
394,802 CHF
68,051
39,480 CHF 11,403,842 CHF
6,805
526,084
71,639 CHF
—
— CHF (5,465,034 ) CHF
—
—
— CHF 6,049,927
—
532,889
—
147,700
—
29
—
610,582 CHF
7,389
—
—
617,971
—
14,770
—
3
—
(1,500,000 )
1,474,483
(1,356 )
287
—
61,058 CHF 11,903,340 CHF
739
—
—
61,797
57,082
(6,978 )
—
11,953,444
1,500,000
—
—
1,356
—
—
—
—
—
—
72,995 CHF 1,500,000 CHF (5,896,213 ) CHF
—
—
—
—
(431,179)
—
6,978
—
79,973
—
—
—
—
—
(1,378,613 )
1,500,000
(7,274,826 )
—
—
290
1,489,253
—
—
—
—
—
(431,179 )
— CHF 7,641,180
—
—
—
—
(1,378,613 )
6,320,388
57,821
—
Balance at December 31, 2017
Share issuance for Songa acquisition
Release of statutory capital reserves from
capital contribution
Share issuance for Ocean Rig acquisition
Own share transactions
Share issuance for debt conversions
Net loss
Balance at December 31, 2018
Share issuance to Transocean Inc.
Own share transactions
Net loss
Balance at December 31, 2019
a)
The statutory capital reserve from capital contribution for shares held by subsidiaries represents the aggregate cost of own shares held indirectly by Transocean Ltd.
through Transocean Inc. During the years ended December 31, 2019 and 2018, Transocean Inc. withheld 864,716 and 118,547 own shares, respectively, through a
broker arrangement in satisfaction of withholding taxes due by our employees upon the vesting of equity awards granted under our Long-Term Incentive Plan. See
Note 5—Own Shares.
Authorized share capital—In January 2018, in connection with the acquisition of Songa, shareholders at our extraordinary
general meeting approved, together with other proposals, the issuance of up to 68.6 million of our shares, par value CHF 0.10 each, tendered
for a voluntary offer, and an amendment of our articles of association to create additional authorized share capital to issue up to 25.4 million
registered shares, par value CHF 0.10 each, in connection with a compulsory acquisition of the remaining Songa shares not owned by us
immediately after completion of the voluntary offer.
In May 2018, shareholders at our annual general meeting approved an authorized share capital in the amount of CHF 3 million,
authorizing the issuance of a maximum of 27.7 million fully paid-in shares with a par value of CHF 0.10 per share at any time until May 18,
2020. In May 2019, our board of directors approved the issuance of 6.0 million of our shares, par value CHF 0.10 each, out of authorized
share capital at an issue price of USD 7.59 each, equivalent to CHF 7.68 each, and an aggregate value of USD 46 million, equivalent to
CHF 46 million. We issued the shares to Transocean Inc. to be held to satisfy obligations under our share-based compensation plans. At
December 31, 2019, the board of directors’ remaining authority to issue shares out of authorized share capital is limited to a maximum of
21.7 million shares.
In November 2018, in connection with the acquisition of Ocean Rig, shareholders at our extraordinary general meeting approved,
together with other proposals, an amendment of our articles of association to create additional authorized share capital, the issuance of up
to 147.7 million shares to pay the share consideration in the acquisition of Ocean Rig. The board of directors utilized the full authorization
less eight shares for the specified purpose; the remaining authorization is reflected in article 5ter of the Company’s articles of association but
may not be used for any purpose other than the already completed acquisition of Ocean Rig. The shareholders at the same extraordinary
SR-7
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
general meeting approved the deletion of the previously approved special purpose authorized share capital, in connection with the acquisition
of Songa, included in article 5bis of the Company’s articles of association, which allowed for the issuance of up to 24.3 million shares.
Conditional share capital—Our articles of association provide for a conditional share capital that permits us to issue up to
143.8 million additional shares, under the following circumstances, without obtaining additional shareholder approval:
(1) through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in
connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets
or new or already existing contractual obligations convertible into or exercisable or exchangeable for our shares or the shares
of one of our group companies or any of their respective predecessors; or
(2) in connection with the issuance of shares, options or other share-based awards to directors, employees, contractors,
consultants or other persons providing services to us.
In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations that are
convertible into, exercisable for or exchangeable for our registered shares, our board of directors is authorized to withdraw or limit the
advance subscription rights of shareholders under certain circumstances. In connection with the issuance of shares, options or other
share-based awards to directors, employees, contractors, consultants or other persons providing services to us, the preemptive rights and
the advance subscription rights of shareholders are excluded. In the year ended December 31, 2019, no options were exercised. In the
year ended December 31, 2018, we issued 28,795 shares out of conditional share capital to holders that exercised their options to convert
the Exchangeable Bonds into our shares.
In March 2019, we and Transocean Inc. entered into an option agreement, pursuant to which we granted Transocean Inc. the right
to acquire 12.0 million shares from us to satisfy obligations under our share-based compensation plans. On March 7, 2019, Transocean Inc.
partially exercised its right under the option agreement and paid to us USD 12 million, equivalent to CHF 12 million, and we issued to
Transocean Inc. 1.4 million of our shares out of conditional share capital. At December 31, 2019, the board of directors’ remaining authority
to issue shares out of conditional share capital is limited to a maximum of 142.4 million shares.
NOTE 5—OWN SHARES
Overview—The following is a summary of changes in the registered shares held by Transocean Inc. to satisfy obligations under
our share-based compensation plans (in thousands, except percentages):
Balance at December 31, 2017
Transfers under share-based compensation plans
Balance at December 31, 2018
Transfers under share-based compensation plans
Issuance of shares to Transocean Inc.
Balance at December 31, 2019
Own
shares
3,550
(2,627 )
923
(2,245 )
7,389
6,067
Total shares
issued
394,802
610,582
Percentage of
shares issued
0.90%
0.15%
617,971
0.98%
Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board
of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion.
At December 31, 2019, the authorization remaining under the share repurchase program was for the repurchase of our outstanding shares
for an aggregate cost of up to CHF 3.2 billion. The share repurchase program may be suspended or discontinued by our board of directors
or company management, as applicable, at any time.
Shares held by subsidiaries—Transocean Inc. holds our shares to satisfy our obligations to deliver shares in connection with
awards granted under our incentive plans or other rights to acquire our shares. In the years ended December 31, 2019 and 2018, we
transferred 2.2 million and 2.6 million shares, respectively, at historical cost, from the own shares held by Transocean Inc. to satisfy
obligations under our share-based compensation plans. In the years ended December 31, 2019 and 2018, we received cash proceeds of
CHF 7 million and CHF 1 million, respectively, for own shares transferred in exchange for equity awards exercised or withheld for taxes
under our share-based compensation plans.
In December 2018, Transocean Inc. made a cash payment of CHF 1 million to its indirect subsidiary, Transocean Partners
Holdings Ltd., to acquire its holdings of 95,380 of our shares. At December 31, 2019 and 2018, Transocean Inc. held 6.1 million and
0.9 million of our shares, respectively.
SR-8
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
NOTE 6—SHARE OWNERSHIP
Significant shareholders—Certain significant shareholders have reported to us that they held, directly or through their affiliates,
the following beneficial interests in excess of 5 percent of our issued share capital (in thousands, except percentages):
December 31, 2019
December 31, 2018
Name
BlackRock, Inc.
The Vanguard Group
PRIMECAP Management Company
Frederik W. Mohn / Perestroika AS
Percentage
of
issued share
capital
Number of
shares
Name
55,848
53,335
50,622
33,163
The Vanguard Group.
9.13%
8.72% BlackRock, Inc.
8.27% PRIMECAP Management Company
Frederik W. Mohn / Perestroika AS
5.42%
Percentage
of
issued share
capital
8.01%
7.64%
5.56%
5.44%
Number of
shares
48,850
46,561
33,892
33,137
Own shares—At December 31, 2019 and 2018, indirectly through Transocean Inc., we held 6.1 million and 0.9 million registered
shares, respectively, representing 1.0 percent and 0.2 percent, respectively, of our issued share capital. See Note 5—Own Shares.
Shares held by members of our board of directors—The number of shares held, including shares privately held, by members
of our board of directors was as follows:
Name
Chadwick C. Deaton
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Tan Ek Kia
Vincent J. Intrieri
Samuel J. Merksamer
Frederick W. Mohn (a)
Edward R. Muller
Jeremy D. Thigpen
Merrill A. “Pete” Miller, Jr. (b)
Total
December 31, 2019
December 31, 2018
Vested
shares and
unvested
share units
Stock options
and
conversion
rights
148,420
109,611
129,581
102,339
111,849
107,579
108,315
33,162,879
127,465
1,847,934
—
—
—
—
—
—
—
—
34,619,736
—
1,212,621
—
35,955,972 35,832,357
Vested
shares and
unvested
share units
Stock
options
82,896
87,902
91,596
76,154
85,664
81,394
82,130
33,136,694
101,280
1,483,755
107,734
—
—
—
—
—
—
—
34,619,736
—
780,522
—
35,417,199 35,400,258
a) Mr. Mohn and his affiliates hold conversion rights associated with the Exchangeable Bonds.
b) Mr. Miller retired as Chairman of the Board of Directors, effective May 9, 2019.
Shares held by members of our executive management team—Our executive management team consists of the President
and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and the Executive Vice President and Chief Operations
Officer. The number of shares held, including shares privately held, by members of our executive management team and their conditional
rights to receive shares under our share-based compensation plans were as follows:
Name
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
John B. Stobart (a)
Total
Number of
granted share
units vesting
in 2020
466,860
181,816
94,651
59,318
December 31, 2019
Number of
granted share
units vesting
in 2021
446,648
172,279
111,273
—
Number of
shares held
679,983
326,877
133,255
—
Number of
granted share
units vesting
in 2022
67,205
25,922
17,281
—
December 31, 2018
Total
shares and
share units
Number of
shares held
1,660,696
706,894
356,460
59,318
2,783,368
430,285
223,316
85,898
—
Number of
granted share
units vesting
in 2019
325,052
137,309
67,259
99,016
Number of
granted share
units vesting
in 2020
399,656
155,895
77,370
57,225
690,146
Number of
granted share
units vesting
in 2021
Total
shares and
share units
54,467
21,009
10,427
—
85,903
1,209,460
537,529
240,954
156,241
2,144,184
1,140,115
802,645
730,200 110,408
739,499
628,636
a)
Effective June 1, 2018, Mr. Stobart was no longer designated as a member of the executive management team. On July 1, 2019, on his date of termination, a prorated
portion of restricted share units were released. On December 31, 2020, a prorated portion of his 2018 performance share units will vest based on actual performance
and will be released in early 2021.
In the table above, the number of granted share units vesting in future years represents the vesting of previously granted service
awards and performance awards in the form of share units. Total shares excludes vested but unissued shares for share units granted from
2017 to 2019, which are expected to be issued in the first quarter of 2020.
SR-9
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Stock options held by members of the executive management team—The members of our executive management team held
vested and unvested stock options as follows:
Number of
granted
stock options
vested and
outstanding
488,684
203,006
123,926
203,841
1,019,457
Number of
granted
stock options
vesting
in 2020
326,222
129,185
73,580
—
December 31, 2019
Number of
granted
stock options
vesting
in 2021
253,682
97,850
58,027
—
409,559
Number of
granted
stock options
vesting
in 2022
144,033
55,556
37,037
—
236,626
528,987
Name
Jeremy D. Thigpen
Mark L. Mey
Keelan I. Adamson
John B. Stobart (a)
Total
December 31, 2018
Total vested
and unvested
stock options
Number of
granted
stock options
vested and
outstanding
1,212,621
485,597
292,570
203,841
2,194,629
228,510
96,696
72,678
135,706
Number of
granted
stock options
vesting
in 2019
260,174
106,310
51,248
106,732
Number of
granted
stock options
vesting
in 2020
182,189
73,630
36,543
—
292,362
Number of
granted
stock options
vesting
in 2021
109,649
42,294
20,990
—
172,933
Total vested
and unvested
stock options
780,522
318,930
181,459
242,438
1,523,349
533,590
524,464
a)
Effective June 1, 2018, Mr. Stobart was no longer designated as a member of the executive management team. On July 1, 2019, on the date of termination, his unvested
options were forfeited. On August 29, 2019, his vested options granted in 2013 were forfeited in accordance with the terms and conditions of the award. The remaining
vested options are exercisable through June 29, 2020.
Shares granted—We granted the following service awards and performance awards to members of our board, members of our
executive management team and employees:
Name
Board members
Executive management team
Employees
Total
December 31, 2019
Value
of
share units
Number of
share units
granted
December 31, 2018
Value
of
share units
Number of
share units
granted
2,143,354
16,558
250,004 CHF 1,897,230
15,446,372
137,513
2,409,916 CHF 17,481,115
170,250 CHF 2,268,760
9,253,924
925,092
128,921
14,364
1,109,706 CHF 11,651,605
NOTE 7—GUARANTEES, CONTINGENCIES AND COMMITMENTS
Transocean Inc. and certain indirect subsidiaries’ debt obligations—Transocean Inc., Transocean Guardian Limited,
Transocean Phoenix 2 Limited, Transocean Pontus Limited, Transocean Poseidon Limited, Transocean Proteus Limited and Transocean
Sentry Limited have each issued certain debt securities or entered into other credit arrangements, including notes, bank credit agreements,
debentures, surety bonds and letters of credit. We agreed to guarantee certain of these debt securities or other credit arrangements in
exchange for a guarantee fee from our subsidiaries. With certain exceptions under the indentures of the debt securities issued by our
subsidiaries, we are not subject to significant restrictions on our ability to obtain funds from our consolidated subsidiaries by dividends, loans
or return of capital distributions. At December 31, 2019 and 2018, the aggregate carrying amount of debt that we have guaranteed was
USD 8.8 billion and USD 8.9 billion, respectively, equivalent to approximately CHF 8.5 billion and CHF 8.7 billion, respectively. In the years
ended December 31, 2019 and 2018, we recognized guarantee fee income of CHF 1 million and less than CHF 1 million, respectively. See
Note 9—Subsequent events.
Transocean Management Services GmbH office
lease obligation—On June 26, 2018, Transocean Management
Services GmbH assumed responsibility for a lease obligation, originally entered into by its predecessor, Transocean Management Ltd., for
its former principal offices in Vernier, Switzerland. Under an uncommitted line of credit, Transocean Ltd. issued a surety bond in the full
amount of the lease obligation. At December 31, 2019 and 2018, our guarantee for the lease obligation was less than USD 1 million.
Swiss value added tax—We are one of a group of Swiss entities, which are jointly and severally liable for the whole Swiss value
added tax amount due to the Swiss tax authorities by this group.
NOTE 8—RELATED PARTY TRANSACTIONS
Transocean Inc.—Transocean Inc. holds our shares to satisfy, on our behalf, our obligation to deliver shares in connection with
awards granted under our incentive plans, warrants or other right to acquire our shares. At December 31, 2019 and 2018, Transocean Inc.
held 6.1 million and 0.9 million of our shares, respectively.
We and Transocean Inc., as the borrower and lender, respectively, entered into a credit agreement dated June 1, 2011,
establishing a USD 2.0 billion revolving credit facility. At December 31, 2019 and 2018, we had borrowings of USD 67 million and
USD 134 million, respectively, equivalent to approximately CHF 65 million and CHF 132 million, respectively, outstanding under the revolving
credit facility at a rate of 3.0 percent.
On January 30, 2018, in connection with the acquisition of Songa, we issued to Transocean Inc. an exchangeable loan note in the
principal amount of USD 854 million with interest payable semiannually at a rate of 0.5 percent per annum. On March 28, 2018, we issued
SR-10
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
a first supplemental indenture in the principal amount of USD 9 million. At December 31, 2019 and 2018, the outstanding principal of the
exchangeable note was USD 863 million, equivalent to approximately CHF 835 million and CHF 847 million, respectively. Exchangeable
loan notes may be converted at any time prior to the maturity date at an exchange rate of 97.29756 shares per USD 1,000 note, equivalent
to a conversion price of USD 10.28 per share, subject to adjustment upon the occurrence of certain events. Holders of Exchangeable Bonds
may require us to repurchase all or a portion of such holder’s Exchangeable Bonds upon the occurrence of certain events.
On November 30, 2018, in connection with the acquisition of Ocean Rig, we and Transocean Inc., as the borrower and lender,
respectively, entered into a credit agreement establishing a USD 1.2 billion revolving credit facility, expiring December 5, 2024. Under the
terms of the agreement, we will pay interest quarterly on outstanding borrowings at a variable rate based on the Swiss Safe Harbor Rate. At
December 31, 2019 and 2018, we had borrowings of USD 1.2 billion, equivalent to CHF 1.2 billion, outstanding under the credit facility at an
interest rate of 3.0 percent.
Other subsidiaries—Our subsidiaries perform on our behalf certain general and administrative services, including executive
administration, procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative
functions. In the years ended December 31, 2019 and 2018, we recognized such costs of CHF 1 million and CHF 2 million, respectively,
recorded in general and administrative costs and expenses.
NOTE 9—SUBSEQUENT EVENTS
Subsidiary debt obligations—On January 17, 2020, Transocean Inc. issued USD 750 million aggregate principal amount of
8.00% senior unsecured notes due February 2027, for which we provided a full and unconditional guarantee. On February 18, 2020,
Transocean Inc. made a payment to redeem in full the 9.00% senior notes due July 2023, which had USD 714 million aggregate principal
amount outstanding at December 31, 2019 and for which we had provided a full and unconditional guarantee.
SR-11
BOARD OF DIRECTORS
Chadwick C. Deaton
Chair Transocean Ltd.
Samuel J. Merksamer
Partner, Caligan Partners, L.P.
Glyn A. Barker
Former Vice Chair – U.K. PwC LLP
Vanessa C.L. Chang
Former Director and Shareholder of
EL & EL Investments
Frederico F. Curado
Chief Executive Officer, Ultrapar S.A.
Vincent J. Intrieri
Founder and CEO of VDA Capital
Management LLC
Frederik W. Mohn
Former Director and Chair
Songa Offshore SE
Owner and Managing Director of
Perestroika AS
Edward R. Muller
Former Chair, Chief Executive Officer
and President GenOn Energy, Inc.;
Former Vice Chair, NRG Energy, Inc.
Tan Ek Kia
Former Chair Shell Northeast Asia
CORPORATE INFORMATION
Registered Address
Transocean Ltd.
Turmstrasse 30
CH-6312
Steinhausen, Switzerland
Phone: +41 (41) 749-0500
Transfer Agent and Registrar
Computershare
www.computershare.com
Online inquiries: www-us.computershare.com/investor/contact
Shareholder inquiries:
Computershare
P.O. Box 505000
Louisville, Kentucky 40233-5000
1-877-397-7229
+1 201-680-6570 (for callers outside the United States)
Overnight correspondence:
Computershare
462 South 4th Street
Suite 1600
Louisville, Kentucky 40233-5000
Proxy solicitor
Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Independent Registered Public Accounting Firm
Ernst & Young LLP
Houston, Texas
Swiss Auditor
Ernst & Young Ltd.
Zurich, Switzerland
Financial Information
Financial analysts and shareholders should visit the company’s website at:
www.deepwater.com, or call Investor Relations at +1 713-232-7500 for
information about Transocean Ltd.
NYSE Annual CEO Certification and Sarbanes-
Oxley Section 302 Certifications
We submitted the annual chief executive officer certification to the NYSE
as required under the corporate governance rules. We also filed the chief
executive officer certifications required under section 302 of the Sarbanes-
Oxley Act of 2002 as an exhibit to our 2019 Annual Report on Form 10-K.
EXECUTIVE MANAGEMENT
Jeremy D. Thigpen
President and Chief Executive Officer
Transocean Ltd.
Jeremy D. Thigpen
President and
Chief Executive Officer
Mark L. Mey
Executive Vice President and
Chief Financial Officer
Keelan Adamson
Executive Vice President and
Chief Operations Officer
Howard E. Davis
Executive Vice President,
Chief Administrative Officer and
Chief Information Officer
Brady Long
Executive Vice President and
General Counsel
Stock Exchange Listing
Transocean Ltd. shares are listed on the New York Stock Exchange (“NYSE”) under the
symbol RIG. The following table represents the intraday high and low per-share prices
as reported on the NYSE for the periods indicated.
NYSE (USD)
2019
2018
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
HIGH
9.69
9.79
6.77
7.09
LOW
6.54
5.28
3.76
3.98
HIGH
12.40
14.16
14.34
14.47
LOW
8.70
9.36
10.40
6.19
Performance Graph1
The graph below compares the cumulative total shareholder return of our shares,
the Standard & Poor’s 500 Stock Index (“S&P 500”), the Standard & Poor’s
MidCap 400 Index (“S&P MidCap 400”) and the Philadelphia Oil Service Sector
Index (“OSX”) over our last five fiscal years. In 2017, the Company moved to
the S&P MidCap 400 from the S&P 500 due to a market capitalization below
$4.5 billion. The graph assumes that $100 was invested in our shares, the S&P
500 and the S&P MidCap 400, and the OSX on December 31, 2014, and that all
dividends were reinvested on the date of payment.
Indexed Cumulative Total Shareholder Return
December 31, 2012 - December 31, 2017
December 31, 2014 - December 31, 2019
200
150
100
50
0
S&P 500
S&P MidCap 400
OSX
RIG
31-Dec-14
31-Dec-15
31-Dec-16
31-Dec-17
31-Dec-18
31-Dec-19
DATE
S&P 500
DEC-14
DEC-15
DEC-16
DEC-17
DEC-18
DEC-19
$100.00
$101.37
$113.49
$138.26
$132.19
$173.80
S&P 400 Mid Cap
$100.00
OSX Index
RIG
$100.00
$100.00
$97.82
$76.62
$71.77
$118.10
$137.26
$122.03
$153.96
$91.16
$85.45
$75.48
$61.92
$41.35
$40.23
$41.12
$39.89
1The above Performance Graph and related information shall not be deemed “soliciting material” or to be
“filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the
Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we
specifically incorporate it by reference into such filing.
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