Transocean

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
☑  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 001-38373
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland
98-0599916
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Turmstrasse 30
Steinhausen, Switzerland
6312
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: +41 (41) 749-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Shares, $0.10 par value
RIG
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☑   No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes ☐   No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12  months (or for such shorter period that the registrant was required to file such reports), and (2)  has been subject to such filing
requirements for the past 90 days.   Yes ☑   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☑   No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an
emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑   Accelerated filer ☐   Non-accelerated filer ☐

Smaller reporting company ☐   Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).   Yes ☐   No ☑ 
As of June 30, 2024, 875,456,314 shares were outstanding and the aggregate market value of shares held by non-affiliates was approximately $4.68 billion
(based on the reported closing market price of the shares of Transocean Ltd. on June 30, 2024 of $5.35 per share and assuming that all directors and executive
officers of the Company are “affiliates,” although the Company does not acknowledge that any such person is actually an “affiliate” within the meaning of the
federal securities laws).  As of February 11, 2025, 878,886,948 shares were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement to be filed with the United States Securities and Exchange Commission within 120 days of
December 31, 2024, for its 2025 annual general meeting of shareholders, are incorporated by reference into Part III of this Form 10-K.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
Item
Page
PART I
Item 1.
Business
2
Item 1A.
Risk Factors
9
Item 1B.
Unresolved Staff Comments
22
Item 1C.
Cybersecurity
22
Item 2.
Properties
23
Item 3.
Legal Proceedings
23
Item 4.
Mine Safety Disclosures
23
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
23
Item 6.
Reserved
25
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 8.
Financial Statements and Supplementary Data
37
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
70
Item 9A.
Controls and Procedures
70
Item 9B.
Other Information
70
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
70
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
70
Item 11.
Executive Compensation
70
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
70
Item 13.
Certain Relationships and Related Transactions, and Director Independence
70
Item 14.
Principal Accountant Fees and Services
70
PART IV
Item 15.
Exhibits and Financial Statement Schedules
71

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:
◾
the effect of any disputes and actions with respect to production levels by, among or between major oil and gas producing countries and any
expectations we may have with respect thereto;
◾
our results of operations, our cash flow from operations, our revenue efficiency and other performance indicators and optimization of rig-
based spending;
◾
the offshore drilling market, including the effects of variations 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 our industry or the various geographies in
which we operate;
◾
customer drilling contracts, including contract backlog, force majeure provisions, contract awards, commencements, extensions,
cancellations, terminations, renegotiations, contract option exercises, contract revenues, early termination fees, indemnity provisions and
rig mobilizations;
◾
the addition of renewable or other energy alternatives to meet local, regional or global demand for energy, efforts by us or our customers, to
reduce greenhouse gas emissions or operating intensity thereof;
◾
liquidity, including availability under our Secured Credit Facility, as defined below, and adequacy of cash flows for our obligations;
◾
debt, including interest rates, credit ratings and our evaluation or decisions with respect to any potential liability management transactions
or strategic alternatives intended to prudently manage our liquidity, debt maturities and other aspects of our capital structure and any
litigation, potential or alleged defaults and discussions with creditors related thereto;
◾
newbuild, upgrade, shipyard, reactivations and other capital projects, including the level of expected capital expenditures and the timing
and cost of completing capital projects, delivery and operating commencement dates, relinquishment or abandonment, expected downtime
and lost revenues;
◾
the cost and timing of acquisitions, reactivations and the proceeds and timing of dispositions;
◾
tax matters, including our effective tax rate, uncertain tax positions, changes in tax laws, treaties and regulations, tax assessments, tax
incentive programs and liabilities for tax issues in the tax jurisdictions in which we operate or have a taxable presence;
◾
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, risk tolerance and risk response, including adequacy and solvency 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, the timing of, and other matters concerning, severance
payments, benefit payments and maintaining agreements with labor unions.
Forward-looking statements in this annual report are identifiable by use of the following words and other similar
expressions:
◾anticipates
◾budgets
◾estimates
◾forecasts
◾may
◾plans
◾projects
◾should
◾believes
◾could
◾expects
◾intends
◾might
◾predicts
◾scheduled
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 on Form 10-K;
◾
the effects of actions by, or disputes among or between, members of the Organization of the Petroleum Exporting Countries and other oil
and natural gas producing countries with respect to production levels or other matters related to the prices of oil and natural gas;
◾
the adequacy of and access to our sources of liquidity;
◾
our inability to renew drilling contracts at comparable, or improved, dayrates and to obtain drilling contracts for our rigs that do not have
contracts;
◾
our operational performance;
◾
the cancellation of drilling contracts currently included in our reported contract backlog;
◾
losses on impairment of long-lived assets;
◾
shipyard and other delays;
◾
the results of meetings of our shareholders;
◾
changes in political, social and economic conditions;
◾
the possibility of changes in tax, environmental, trade, immigration and other laws, regulations and policies, including the imposition of
tariffs, economic or trade sanctions or other trade barriers and actions of government that impact, whether directly or indirectly, oil and gas
operations;
◾
the effect and results of litigation, regulatory matters, settlements, audits, assessments and contingencies;
◾
the effects of public health threats, pandemics and epidemics and the potential adverse impacts thereof;
◾
the availability of borrowings under our Secured Credit Facility, as defined below, as well as the timing of any amendments thereto; 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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PART I
ITEM 1. BUSINESS
OVERVIEW
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 11, 2025, we owned or had partial ownership interests in and operated 34 mobile offshore drilling units,
consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.
We provide, as our primary business, contract drilling services in a single operating segment, which involves
contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells.  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 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.
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  Steinhausen, Switzerland.   Our telephone number at that address is
+41 41 749-0500.  Our shares are listed on the New York Stock Exchange under the ticker symbol “RIG.”  For information
about the revenues, operating income, assets and other information related to our business 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  1—
Business, Note 5—Revenues and Note 6—Long-Lived Assets.”
DRILLING FLEET
Overview—We provide contract drilling services using our fleet of mobile offshore drilling units, including both
drillships and semisubmersibles, broadly referred to as floaters.  Floaters 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.   Our drilling units and related equipment are suitable for both exploration and development, and we
engage in both types of activities.
Drillships are floating vessels that are shaped like conventional ships, generally self-propelled and considered to be the
most mobile of the major rig types.  Drillships typically have greater deck load and storage capacity than 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.  All of 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.  We have two ultra-deepwater drillships that are equipped
with an industry-leading, 1,700 short ton hoisting capacity.  We have 23 ultra-deepwater drillships that are 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.
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.   Three  of our nine  semisubmersibles are equipped with dual-activity technology and also have
mooring capability.  Two of these three dual-activity units are custom-designed, high-capacity semisubmersible drilling rigs,
equipped for year-round operations in harsh environments, such as those of the Norwegian continental shelf and sub-Arctic
waters.
Our fleet consists of ultra-deepwater drillships and semisubmersibles and harsh environment semisubmersibles that are
designed with high-specification capabilities to operate in the technically demanding regions of the global offshore drilling
business.  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 typically have greater displacement than other semisubmersibles, which offers larger variable load
capacity, more useable deck space and better motion characteristics.
Fleet status—Depending on market conditions, we may idle or stack our 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 and maintenance 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 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

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equipment and materials, the extent of repairs, maintenance and commercial upgrades that may ultimately be required, the
length of time a rig has spent in stacking mode and the time and cost of assembling and training crew.  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 table, presented as of February 12, 2025, provides certain specifications for our rigs,
excluding rigs classified as held for sale.  Unless otherwise noted, the stated location of each rig indicates either the current
drilling location, if the rig is operating, or the next operating location, if the rig is in shipyard with a follow-on contract.  The
dates provided represent the year placed into service, and, if applicable, the year of the most recent upgrade.  As of February 12,
2025, we owned all of the drilling rigs in our fleet noted in the tables below, except for the ultra-deepwater floater
Petrobras 10000, which is subject to a finance lease through August 2029.
Year
Hook
Water
Drilling
Contracted
entered
load
depth
depth
location or
service /
capacity
capacity
capacity
standby
Rig category and name
    
Type
     upgraded     (short tons)     (in feet)      (in feet)     Specifications    
status
 
Ultra-deepwater floaters (26)
Deepwater Titan
Drillship
2023
 1,700
 12,000
 40,000
(a) (b) (c)
U.S. Gulf
Deepwater Atlas
Drillship
2022
 1,700
 12,000
 40,000
(a) (b) (d)
U.S. Gulf
Deepwater Aquila
Drillship
2024
 1,400
 12,000
 40,000
(a) (b) (e)
Brazil
Deepwater Poseidon
Drillship
2018
 1,400
 12,000
 40,000
(a) (b) (f) (g)
U.S. Gulf
Deepwater Pontus
Drillship
2017
 1,400
 12,000
 40,000
(a) (b) (f) (g)
U.S. Gulf
Deepwater Conqueror
Drillship
2016
 1,400
 12,000
 40,000
(a) (b) (f) (g)
U.S. Gulf
Deepwater Proteus
Drillship
2016
 1,400
 12,000
 40,000
(a) (b) (f) (g)
U.S. Gulf
Deepwater Thalassa
Drillship
2016
 1,400
 12,000
 40,000
(a) (b) (f) (g)
U.S. Gulf
Deepwater Asgard
Drillship
2014
 1,400
 12,000
 40,000
(a) (b) (f)
U.S. Gulf
Deepwater Invictus
Drillship
2014
 1,400
 12,000
 40,000
(a) (b) (f)
U.S. Gulf
Ocean Rig Apollo
Drillship
2015
 1,250
 12,000
 40,000
(a) (b)
Stacked
Ocean Rig Athena
Drillship
2014
 1,250
 12,000
 40,000
(a) (b)
Stacked
Deepwater Skyros
Drillship
2013
 1,250
 12,000
 40,000
(a) (b)
Angola
Ocean Rig Mylos
Drillship
2013
 1,250
 12,000
 40,000
(a) (b) (f)
Stacked
Discoverer India
Drillship
2010
 1,130
 12,000
 40,000
(a) (b)
Stacked
Discoverer Americas
Drillship
2009
 1,130
 12,000
 40,000
(a) (b)
Stacked
Discoverer Clear Leader
Drillship
2009
 1,130
 12,000
 40,000
(a) (b) (f)
Stacked
Deepwater Corcovado
Drillship
2011
 1,000
 10,000
 35,000
(a) (b)
Brazil
Deepwater Mykonos
Drillship
2011
 1,000
 10,000
 35,000
(a) (b)
Brazil
Deepwater Orion
Drillship
2011
 1,000
 10,000
 35,000
(a) (b)
Brazil
Deepwater Champion
Drillship
2011
 1,000
 12,000
 40,000
(a) (b)
Stacked
Dhirubhai Deepwater KG2
Drillship
2010
 1,000
 12,000
 35,000
(a)
Brazil
Petrobras 10000
Drillship
2009
 1,000
 12,000
 37,500
(a) (b)
Brazil
Dhirubhai Deepwater KG1
Drillship
2009
 1,000
 12,000
 35,000
(a)
India
GSF Development Driller I
Semisubmersible
2005
 1,000
 7,500
 37,500
(a) (b) (h)
Stacked
Discoverer Luanda
Drillship
2010
 750
 7,500
 40,000
(a) (b)
Stacked
Harsh environment floaters (8)
Transocean Norge
Semisubmersible
2019
 1,000
 10,000
 40,000
(a) (h) (i)
Norwegian N. Sea
Transocean Spitsbergen
Semisubmersible
2010
 1,000
 10,000
 30,000
(a) (h) (i) (j)
Norwegian N. Sea
Transocean Barents
Semisubmersible
2009
 1,000
 10,000
 30,000
(a) (h) (j)
Romania
Transocean Enabler
Semisubmersible
2016
 750
 1,640
 28,000
(a) (h) (i)
Norwegian N. Sea
Transocean Encourage
Semisubmersible
2016
 750
 1,640
 28,000
(a) (h) (i)
Norwegian N. Sea
Transocean Endurance
Semisubmersible
2015
 750
 1,640
 28,000
(a) (h) (i)
Australia
Transocean Equinox
Semisubmersible
2015
 750
 1,640
 28,000
(a) (h) (i)
Australia
Henry Goodrich
Semisubmersible
1985/2007
 750
 5,000
 30,000
(h)
Stacked
(a)
Dynamically positioned.
(b)
Patented dual activity.
(c)
Two 20,000 psi blowout preventers.
(d)
One 15,000 psi blowout preventer and one 20,000 psi blowout preventer.
(e)
One 15,000 psi blowout preventer and designed to accommodate a future 20,000 psi blowout preventer.
(f)
Two 15,000 psi blowout preventers.
(g)
Designed to accommodate a future upgrade to 20,000 psi blowout preventer(s).
(h)
Moored.
(i)
Automated drilling control.
(j)
Dual activity.
DRILLING CONTRACTS
Our offshore drilling services contracts are individually negotiated and vary in their terms and conditions.  We obtain
most of our drilling contracts through bidding processes in competition against other drilling services contractors and through
direct negotiations with operators.  Drilling contracts generally provide for payment on a dayrate basis, typically with higher
rates for periods when drilling operations are optimized and, conversely, lower or zero  rates for periods during which the
drilling unit is not mobilized or when drilling operations are interrupted or restricted, whether due to equipment breakdowns,
adverse environmental conditions, regulatory approvals or otherwise.  A

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dayrate drilling contract generally extends over a period of time either covering the drilling of a single well or group of wells or
covering a stated term.  At December 31, 2024, our contract backlog was $8.74 billion, representing a decrease of six percent
and an increase of five  percent, respectively, compared to our contract backlog of $9.25  billion and $8.34  billion at
December 31, 2023 and 2022, respectively.  See “Part II. 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, typically with payment of an
early termination fee.  Such payments, however, may not 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
payment of any termination fee, under various circumstances such as non-performance, in the event of extended downtime or
impaired performance due to equipment or operational issues or 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 additional periods of time.  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 drilling contracts or options to reduce the term of their obligations or the average dayrate
through term extensions or may seek to early terminate or repudiate their contracts.  Suspension of drilling contracts will result
in the reduction in or loss of dayrate for the period of the suspension.  If customers cancel some of our contracts and we are
unable to secure new contracts on a timely basis and on substantially similar or more favorable terms, if some of our contracts
are suspended for an extended period of time or if a number of our contracts are renegotiated on less favorable terms, our
consolidated financial position, results of operations or cash flows may be adversely affected.  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 for substances in our control, such as diesel used 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 costs to bring the
well under control.   However, because our drilling contracts are individually negotiated, the degree of indemnification we
receive from our customers for such risks and related costs may vary from contract to contract based on market conditions,
customer requirements existing when the contract was negotiated or other factors.  In some instances, we have contractually
agreed upon certain limits to our indemnification rights and can be responsible for certain 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.  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.
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 would
need to consider the specific contract language, the facts and applicable laws.  Applicable laws often consider contractual
indemnity for criminal fines and penalties to be against public policy.  Many courts also restrict indemnification for criminal
fines and penalties.   The inability or other failure of our customers to fulfill their indemnification obligations, or the
unenforceability of all of our contractual protections could have a material adverse effect on our financial position, results of
operations or cash flows.   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.”
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 12, 2025, the drilling units in
our fleet, including stacked and idle rigs, were located in the U.S. Gulf of Mexico (nine units), Greece (seven units), Brazil
(six  units), the Norwegian North Sea (four  units), Malaysia (two  units), Australia (two  units), Angola (one  unit), Canada
(one unit), India (one unit) and Romania (one unit).
We categorize the sectors of the floater market in which we operate as follows: (1) ultra-deepwater and deepwater,
(2) harsh environment and (3) midwater.  We typically employ our ultra-deepwater floaters to service the ultra-deepwater and
deepwater sector, and we employ our harsh environment floaters to service all three sectors.  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 includes water depths from
approximately 300  feet to approximately 4,500  feet.  The harsh environment market sector includes regions that are more
challenged by lower temperatures, harsher weather conditions and water currents.

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The market for offshore drilling rigs and related services reflects our customers’ 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 energy companies, independent energy companies and, to a lesser extent, national
energy 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.
See “Part  II. Item  7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Outlook.”
CUSTOMERS
We provide our offshore drilling services to most of the leading integrated energy companies or their affiliates, as well
as for many government-owned or government-controlled energy companies and other independent energy companies.  For the
year ended December 31, 2024, our most significant customers were Shell plc (together with its affiliates, “Shell”), Petróleo
Brasileiro S.A. (together with its affiliates, “Petrobras”) and Equinor ASA (together with its affiliates, “Equinor”), representing
27 percent, 21 percent and 13 percent, respectively, of our consolidated operating revenues.  No other customers accounted for
10  percent or more of our consolidated operating revenues in the year ended December  31, 2024.   Additionally, as of
February 12, 2025, the customers with the most significant aggregate amount of contract backlog associated with our drilling
contracts were Petrobras and Shell, representing 24 percent and 17 percent, respectively, of our total contract backlog.  See
“Item 1A. 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 business.”
HUMAN CAPITAL RESOURCES
Workforce—As of December  31, 2024, we had a global workforce of approximately 5,800  individuals, including
approximately 330 contractors, representing 62 nationalities.  At December 31, 2024, our global workforce was geographically
distributed in 22  countries across six  continents as follows: 37  percent in North America, 26  percent in South America,
24 percent in Europe, six percent in Australia, four percent in Africa, and three percent in Asia.
Corporate culture—Our FIRST Shared Values serve as the foundation for our corporate culture and guide us to act
ethically and responsibly as we strive to deliver value and to maintain a safe and respectful work environment for our people.
 We maintain a Code of Integrity and Human Rights Policy that applies to all board members, executives, employees and
business partners, including contractors, suppliers, vendors, investees and joint venture partners.  We demonstrate respect of
human rights by aiming to maintain a healthy and safe work environment, observe fair employment practices and provide
competitive employment terms.  Practices such as modern slavery, child labor, forced or indentured servitude, and other human
rights abuses are strictly prohibited.
Labor rights—We respect the labor rights of all individuals in our workforce, including the right to collective
bargaining.  As of December  31, 2024, approximately 43  percent of our total workforce, working primarily in Brazil and
Norway, is represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially
all of which are subject to annual salary negotiations.  Negotiations for annual salary or other labor matters could result in
higher personnel or other costs or increased operational restrictions or disruptions.   The outcome of any such negotiation
generally affects the market for all offshore employees, not only union members.  A failure to reach an agreement on certain key
issues could result in strikes, lockouts or other work stoppages.
Attraction, development and retention—We aim to strategically cultivate a best-in-class workforce to offer the
innovation, local knowledge and experience required of the world’s premier offshore drilling contractor.  We seek to maintain a
competitive advantage while benefitting local communities by offering regionally competitive compensation and benefits
packages tailored to our workforce demographics, a technically challenging work environment, global opportunities, and
rotational development programs.  We design our wellness and benefits strategy under four pillars consisting of physical well-
being, financial well-being, emotional well-being and social well-being, including a globally available employee assistance
program.  We continually assess and adapt offerings and policies to provide a modern work environment based on evolving
social and technological practices, which is essential to attract and retain top talent.  Our focus on the quality of our workforce
is designed to maximize the quality of work performance and ultimately, the value we deliver to our customers and investors.
Training—We invest in our workers by providing them with the transferrable skill sets essential to advancing their
professional development.  To optimize the competitive position of our business, we maintain a rigorous competency-based
training program.  We maintain an internal training board that regularly updates our training matrix to meet or exceed industry
standards, and it oversees our competency assurance management system, which is accredited by the Offshore Petroleum
Industry Training Organization.  We provide various offshore training formats designed to encompass all learning styles through
on-the-job, e-learning, customer-specific training, certifications, and leadership and licensing programs.  Distinguishing us from
many of our competitors, we also offer unique simulation-based education augmented by digital twin modeling, enabling our
workforce to visualize equipment performance and target efficiencies more accurately.  We articulate to our workforce the
certifications, skills and competencies needed for each role, and workers are required to successfully complete the relevant
training and attain necessary certifications prior to taking on new roles.
Safety—Our safety vision is to conduct our operations in an incident-free workplace, all the time, everywhere.  We
prioritize the protection of everyone aboard our rigs and in our facilities, the environment and our property at all work locations
and during all operations.  

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We require compliance with local regulations, and our operations are governed by a comprehensive set of internal requirements.
  Regular competency and effectiveness assessments help to ensure that our highly trained crews are equipped to protect
operational integrity with the process-driven management of hazards to prevent and mitigate major accidents.  We measure
safety performance in terms of widely accepted ratios with the use of industry standards, including (a) the total recordable
incident rate (“TRIR”), which represents the number of recordable work-related injuries or illnesses for every 200,000 hours
worked, and (b) the lost time incident rate (“LTIR”), which measures the number of incidents that result in lost time due to
work-related injuries or illnesses for every 200,000 hours worked.  In the year ended December 31, 2024, our TRIR was 0.15
and our LTIR was 0.00, the calculations for which were based on 11.7 million labor hours.
EXECUTIVE LEADERSHIP
We have included the following information, presented as of February 11, 2025, on our executive officers for purposes
of U.S. securities laws in Part I of this report in reliance on General Instruction G(3) to Form 10-K.  The board of directors
elects the officers of the Company, generally on an annual basis.  There is no family relationship between any of our executive
officers.
Age as of
Officer
    
Office
     February 11, 2025  
Jeremy D. Thigpen
«
 
Chief Executive Officer
 
50
Keelan Adamson
«
President and Chief Operating Officer
55
Brady K. Long
 
Executive Vice President and Chief Legal Officer
 
52
Roderick J. Mackenzie
Executive Vice President and Chief Commercial Officer
49
R. Thaddeus Vayda
«
 
Executive Vice President and Chief Financial Officer
 
62
Jason Pack
 
Senior Vice President and Chief Accounting Officer
 
50
«
Member of our executive management team for purposes of Swiss law.
Jeremy D. Thigpen is Chief Executive Officer and a member of the Company’s board of directors.  Before joining the
Company in this position in April 2015, Mr. Thigpen served as Senior Vice President and Chief Financial Officer at NOV Inc.
from December 2012 to April 2015.  At NOV Inc., Mr. Thigpen also served as President, Downhole and Pumping Solutions
from August  2007 to December  2012, as President of the Downhole Tools Group from May  2003 to August  2007 and as
manager of the Downhole Tools Group from April 2002 to May 2003.  From 2000 to 2002, Mr. Thigpen served as the Director
of Business Development and Special Assistant to the Chairman for NOV Inc.  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 President and Chief Operating Officer of the Company.  Before being named to his current position
in February  2022, Mr.  Adamson served as Executive Vice President and Chief Operations Officer from August  2018 to
February 2022, as Senior Vice President, Operations from October 2017 to July 2018 and as Senior Vice President, Operations
Integrity and HSE, from June 2015 to October 2017.  Since 2010, Mr. Adamson served in multiple executive positions with
responsibilities spanning Engineering and Technical Services, Major Capital Projects, Human Resources, and more recently,
Operations Integrity and HSE.  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 United Kingdom (the “U.K.”), Asia, and
Africa, he also held leadership roles in Sales and Marketing, Well Construction and Technology, and as Managing Director for
operations in North America, Canada and Trinidad.  Mr. Adamson earned a bachelor's degree in Aeronautical Engineering from
The Queens University of Belfast in 1991 and completed the Advanced Management program at Harvard Business School in
2016.
Brady K. Long is Executive Vice President and Chief Legal Officer of the Company.  Before being named to his
current position in March  2018, Mr.  Long served as Senior Vice President and General Counsel from November  2015 to
March 2018.  From 2011 to November 2015, when Mr. Long joined the Company, he served as Vice President–General Counsel
and Secretary of Ensco plc, which acquired Pride International, Inc. where he had served as Vice President, General Counsel
and Secretary since August 2009.  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.
Roderick J. Mackenzie is Executive Vice President and Chief Commercial Officer of the Company.  Before being
named to his current position in February  2022, Mr.  Mackenzie served previously as Senior Vice President, Marketing,
Innovation and Industry Relations from August  2018 to February  2022; Vice President, Marketing and Contracts from
February  2017 to August  2018; Managing Director, Business Development and Strategic Accounts from February  2016 to
February 2017; and as a Marketing Director in the U.S., France, and Dubai from March 2012 to February 2016.  In addition,
Mr.  Mackenzie has previously served in various operational and project roles around the globe, starting his career at the
Company as a rig-based engineer in 1997.  Mr. Mackenzie currently serves as Vice President for Offshore Division of the
International Association of Drilling Contractors and on various committees for the Offshore Energy Center.  Mr. Mackenzie
earned a bachelor's degree in Civil Engineering with Environmental Studies from the University of Strathclyde in 1997, and
completed the Advanced Management Program at Harvard Business School in 2016.

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R. Thaddeus Vayda is Executive Vice President and Chief Financial Officer of the Company.  Before being named to
his current position in May  2024, Mr.  Vayda served as Senior Vice President of Corporate Finance and Treasurer from
February 2023 to April 2024; as Vice President, Investor Relations, and Treasurer from August 2015 to February 2023, as Vice
President, Corporate Finance and Treasurer from July  2014 to August  2015; as Vice President, Investor Relations and
Communications from March 2012 to June 2014 and as Vice President, Investor Relations from July 2011 to February 2012.
 Mr. Vayda initially joined Transocean in August 1995, working with the company until April 2000 in positions that included
Director of Corporate Planning and Operational Division Engineer.  Between May 2000 and June 2011, Mr. Vayda worked
primarily in energy-related equity capital markets roles.  Earlier in his career, Mr. Vayda held various leadership positions at
Northwest Airlines.  Mr. Vayda started his professional career with Booz Allen Hamilton, Management Consultants.  He earned
a Master of Business Administration degree from the Fuqua School of Business at Duke University, Durham, North Carolina in
May 1992, and a Bachelor of Science degree in Engineering from the Catholic University of America at Washington, D.C. in
May 1985.
Jason Pack is Senior Vice President and Chief Accounting Officer of the Company.  Before being named to his current
position in August 2024, he served as Chief Audit Executive from August 2018 to July 2024.  Mr. Pack previously served as
Vice President, Internal Audit at NOV Inc., where he spent 16 years.  At NOV Inc., Mr. Pack held several roles, including Vice
President, Finance Drilling and Intervention; Vice President, Finance Africa and Global Controller, Downhole.  Prior to its
acquisition by NOV Inc. in 2006, Mr. Pack served as Senior Controller of NQL Drilling Tools Inc.  Mr. Pack has served as
Director and Chairman of the Audit Committee for two publicly listed exploration and production companies: Kallisto
Energy Corp. from November 2006 to June 2013 and Shelton Canada Corp from March 2007 to December 2009.  Mr. Pack
started his career at Deloitte and Touche in Edmonton, Alberta, Canada, where he worked as a staff auditor for three years.
  Mr.  Pack is a certified public accountant and earned a Bachelor of Management degree in Accounting and a Bachelor of
Science degree in Biology, Chemistry and Math from the University of Lethbridge.
ENVIRONMENTAL RESPONSIBILITY
We strive to deliver services in a manner that minimizes the impact of our business on the environment.   We
continuously monitor our operations and seek innovative ways to enhance our ability to meet our objectives.  We maintain a
global Environmental Management System (“EMS”) standard, aligned to ISO 14001, that we apply to our rigs, offices and
facilities.  The EMS provides a framework to consistently manage our worldwide operations in an environmentally responsible
manner and monitor our performance.  Within this framework, we regularly assess the environmental impact of operations,
focusing on the reduction of greenhouse gas emissions, operational discharges, water use and waste.
In 2021, we conducted a sustainability-focused materiality assessment, which guided the creation of our previously
announced sustainability goals.  Since then, we have continued to track developments in the sustainability material topics that
informed our goals, monitor our operations, and observed that the pace of technological advances associated with potential
reductions in greenhouse gas emissions has been slower, and the costs have been greater, than anticipated.  Particularly, in our
engagements with shareholders and customers, we observed shifts in their approach to sustainability priorities.   For these
reasons, we have suspended our previously announced sustainability goals, including our greenhouse emissions intensity
reduction goal.   As always, we remain committed to providing safe, efficient, reliable, and environmentally responsible
operations.   We will continue to engage with our customers and service providers to optimize our power management
capabilities and other aspects of our operations as technologies continue to develop.
TECHNOLOGICAL INNOVATION
Overview—We have a long history of technological innovation, including the first dynamically positioned drillship,
the first  rig to drill year-round in the North  Sea, the first  semisubmersible rig for year-round sub-Arctic operations, the
first 10,000-ft. water depth rated ultra-deepwater drillship, the first eighth-generation drillships and numerous water depth world
records over the past several decades.  We develop and deploy industry-leading technology in the pursuit of delivering safer,
more efficient and environmentally responsible drilling services to our customers.  We also continue to develop and invest in
technologies designed to differentiate our service offerings, including optimizing our performance, delivering ever-improving
operational integrity and reducing our greenhouse gas emissions.
Drilling equipment and well control—Twenty-three  drillships and one  semisubmersible in our existing fleet are
equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel
rather than sequential manner, reducing well construction critical path activities and, thereby, improving efficiency in both
exploration and development drilling.  Two of our drillships are equipped with 1,700 short ton hoisting capacity and 20,000 psi
blowout preventers.   Seven of our drillships include hybrid energy storage systems for enhanced drill floor equipment
reliability, fuel and emissions savings as well as advanced generator protection for power plant reliability.  Twelve drillships in
our existing fleet are outfitted with dual blowout preventers and triple liquid mud systems.  Six drillships in our existing fleet
are designed to accept 20,000 psi blowout preventers in the future.  In 2021, we deployed the industry’s first kinetic blowout
stopper, a step-changing technology for well control that delivers unrivaled shearing capability.  This technology is currently
deployed on two of our floaters and is being installed on a third floater.  In 2024, we deployed the rotary multi-tool pipe cleaner
and wellbore protector on one harsh environment floater with two additional systems in progress.
Automated drilling platforms and robotics—We utilize technology, including artificial intelligence (“AI”)
technologies, and employ a data-driven approach, augmented by the size of our fleet, to expand our knowledge framework for
sustainable process optimization.  We supported the development of the Inteliwell™ drilling automation platform, which we
have installed on one harsh environment floater and

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one ultra-deepwater floater.  This end-to-end automation platform integrates automation sequences with digital well planning
and smart well monitoring.  We also have six harsh environment floaters and two ultra-deepwater floaters equipped with an
automated drilling control system.  Since 2022, we have deployed on three ultra-deepwater drillships an offshore robotics riser
bolting system, which has handled over 3,000 riser joints without human intervention.
Automated safety and monitoring tools—We developed and, on eight of our drilling units, deployed our patented
HaloGuard℠ system, which is designed to alarm, notify and, if required, halt equipment to avoid injury to personnel who move
into danger zones.   In 2020, we launched our smart equipment analytics tool, which delivers real-time data feeds from
equipment to monitor equipment health, inferred emissions and energy consumption while identifying performance trends that
allow us to systematically optimize equipment maintenance and achieve higher levels of reliability, operational efficiency and
sustainability.
Ongoing efforts—We believe our efforts to continuously improve, and effectively use, innovative technologies to
meet or exceed our customers’ requirements is critical to maintaining our competitive position within the contract drilling
services industry by ensuring the safety of our crews, drilling more efficient wells, building greater resilience into our critical
operating systems and reducing fuel consumption and emissions.
JOINT VENTURE, AGENCY AND SPONSORSHIP RELATIONSHIPS AND OTHER INVESTMENTS
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 may enter into agency or sponsorship
agreements.  We also invest in certain companies for operational and strategic purposes.  Some of these companies or joint
ventures in which we are an investor are involved in researching and developing technology to improve efficiency, reliability,
sustainability and safety for our drilling and other activities or are involved in businesses developed to support renewable or
other energy alternatives.  We may or may not control these partially owned companies.  At December 31, 2024, we held partial
ownership interests in companies organized in Belgium, the Cayman Islands, the U.S., Norway and other countries.   At
December 31, 2024, among other equity investments, we held noncontrolling equity ownership interests in Global Sea Mineral
Resources NV, an unconsolidated Belgian company and leading developer of nodule collection technology, which is engaged in
the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy
market.
GOVERNMENTAL REGULATIONS
Our operations are subject to a variety of international, national, regional, state and local government regulations,
including environmental regulations.   We monitor our compliance with such government regulations in each country of
operation and, notwithstanding increases in governmental regulations, particularly general environmental regulations, we have
made and will continue to make the required expenditures to comply with current and future government requirements.  To date,
we have not incurred material costs to comply with such governmental regulations, and we do not expect to make any material
capital expenditures to support our continued compliance in the year ending December  31, 2025, or any other period
contemplated at this time.  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.  We incorporate by reference herein the disclosures
on government regulations, including environmental regulations, contained in the following sections of this annual report on
Form 10-K:
◾“Item 1A. Risk Factors—Risks related to our laws, regulations and governmental compliance;”
◾“Item 3. Legal Proceedings;”
◾“Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Matters;”
◾“Part II. Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 10—Income
Taxes;” and
◾“Part  II. Item  8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note  12—
Commitments and Contingencies.”
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 on Form 10-K and should not be considered a part of this report or any other
filing that we make with the SEC.  Furthermore, references to our website URLs are intended to be inactive textual references
only.  We make available on this website free of charge, our annual reports on Form 10-K, 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.

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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 oil and gas exploration, development and production in offshore areas where we are capable
of operating.  Demand for our services depends on these activities and related expenditure levels that are directly affected by
trends in the price of oil and, to a lesser extent, natural gas.  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., other large energy-consuming markets and in
developing and emerging markets;
◾
the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain, or to be influenced to set
and maintain, production levels, productive spare capacity and pricing among its members, including the ability of OPEC to
successfully coordinate and enforce production quotas;
◾
the level of production in non-OPEC countries;
◾
inventory levels, and the cost and availability of storage and transportation of oil, gas and their related products;
◾
the policies, laws and regulations of various governments regarding exploration and development of their oil and gas reserves
and environmental matters, including those addressing alternative energy sources and the risks of global climate change;
◾
international sanctions on oil-producing countries, or the lifting of such sanctions;
◾
advances in exploration, development and production technology;
◾
the development, exploitation and market acceptance of alternative energy sources;
◾
the further development of shale technology to exploit oil and gas reserves;
◾
the discovery rate of new oil and gas reserves and the rate of decline of existing oil and gas reserves;
◾
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, energy companies, including national energy 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 energy companies, or a perception that the demand for hydrocarbons will
significantly decrease in the medium to long term, could similarly reduce or defer major expenditures given the long-term
nature of many large-scale development projects and capital reinvestment policies.   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 and expectations regarding future demand for
hydrocarbons 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 and renewable energy projects
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 responded to
increased customer demand by increasing the supply of rigs through ordering the construction of new units.  The introduction of
new units delivered without contracts, combined with an increased number of rigs in the global market completing contracts and
becoming idle, may intensify price competition.  During periods of low oil and natural gas price levels, new construction has
resulted in an oversupply of rigs and has caused a subsequent decline in dayrates and rig utilization rates, sometimes for
extended periods of time.  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 reduce dayrates in exchange for longer contract terms.  Lower dayrates and rig utilization rates could adversely
affect our revenues and profitability.

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As of February 12, 2025, we have 10 uncontracted rigs, of which seven have been out of service for greater than
five years, and these rigs may remain out of service for extended periods of time.  If we are unable to obtain drilling contracts
for our uncontracted rigs, whether due to a prolonged offshore drilling market downturn, a delayed or muted recovery of such
market or otherwise, it may have an adverse effect on our results of operations and cash flows.
OUR CURRENT BACKLOG OF CONTRACT DRILLING REVENUES MAY NOT BE FULLY REALIZED.
At February  12, 2025, our contract backlog was $8.33  billion.   This amount represents 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 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 an adverse effect on our financial position, results of operations or cash flows.
WE MUST MAKE SUBSTANTIAL CAPITAL AND OPERATING EXPENDITURES TO REACTIVATE OUR
STACKED OR IDLE FLEET AND TO MAINTAIN OUR ACTIVE FLEET, AND WE MAY BE REQUIRED TO
MAKE SIGNIFICANT CAPITAL EXPENDITURES TO MAINTAIN OUR COMPETITIVENESS 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 because of changes in the cost of labor and materials, requirements of customers,
the cost of replacement parts for existing rigs, the size of our fleet, 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 expenditures in order to maintain our competitiveness and fund efforts to
reduce our greenhouse gas emissions.   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 expenditures to increase or require us to make additional unforeseen 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 such 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, or
additional financing arrangements with banks or other capital providers.   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 or other securities that
are convertible into equity securities, existing shareholders may experience dilution.   Our failure to obtain the funds for
necessary future capital and operating expenditures could have a material adverse effect on our business and on our financial
position, results of operations and cash flows.
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
and are affected by many factors, including inflation.   Costs for operating a rig are generally fixed or only semi-variable
regardless of the dayrate being earned.  To the extent a drilling contract provides for escalations attributable to inflation in our
costs, those adjustments will lag the impact of inflationary pressures and may not reflect the full impact to us of any cost
inflation.  As drilling contracts with such provisions expire or are terminated, there can be no assurance that future drilling
contracts will contain similar provisions, which may reduce our margins in inflationary environments.  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

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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.
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 to pay local operating and maintenance costs, leading to an
accumulation of excess local currency balances, which, in certain instances, may be subject to either restrictions or other
difficulties in converting to U.S. dollars, our functional currency, or to other currencies of the locations where we operate.
 Excess amounts of local currency may also be exposed to the risk of currency exchange losses.
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.
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.  As of February 12, 2025, we have 10 stacked rigs.  We may be unable to obtain drilling contracts for our rigs that
are currently operating upon the expiration or termination of such contracts, 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 with the terms or dayrates sufficient to support a reactivation of a cold-stacked rig.
 Likewise, we may not be able to obtain new drilling contracts in direct continuation with existing contracts, 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 financial position,
results of operations or cash flows.
CHANGING SENTIMENT TOWARDS CLIMATE CHANGE, FOSSIL FUELS AND OTHER ESG MATTERS
COULD ADVERSELY AFFECT OUR BUSINESS, COST OF CAPITAL AND THE PRICE OF OUR STOCK AND
OTHER SECURITIES.
Changing sentiment among the public, regulators and non-governmental organizations concerning fossil fuels has
prompted efforts aimed in part at the investment community, including investment advisors, sovereign wealth funds, public
pension funds, universities and other groups, to discourage initial investments in and promote the divestment of shares of energy
companies, as well as to pressure lenders and other financial services companies to limit or curtail activities with certain energy
companies.  If such efforts are successful, the market price of our shares and our ability to access capital markets may be
negatively impacted.
Certain regulators and members of the investment community have heightened awareness of environmental, social and
governance (“ESG”) practices and disclosures, including those related to diversity and inclusion and, particularly in the energy
industry, those related to greenhouse gas emissions and climate change.  We may be subject in the future to additional reporting
requirements that develop in response to such awareness.  Additionally, ESG-focused investment funds seeking ESG-oriented
investment products screen companies such as ours for ESG sustainability performance before investing.  If we or our securities
are unable to meet the sustainability ESG standards or investment criteria set by any such funds invested in our securities, we
may lose such investors or they may allocate a portion of their capital away from us.  As a result, our cost of capital may
increase, the market price of our shares or of our publicly traded debt securities may be negatively impacted and our reputation
may also be negatively affected.
PUBLIC HEALTH THREATS HAVE HAD, AND MAY CONTINUE TO HAVE, SIGNIFICANT ADVERSE
CONSEQUENCES FOR GENERAL ECONOMIC, FINANCIAL AND BUSINESS CONDITIONS, AS WELL AS FOR
OUR BUSINESS AND OPERATIONS.
Public health threats, including pandemics and epidemics, severe influenza, coronaviruses and other highly
communicable viruses or diseases, have impacted and may continue to impact our operations directly or indirectly, including by
disrupting the operations of our business partners, suppliers and customers in ways that adversely impact our operations.  Such
impacts may include, among others:
◾
causing a temporary shut-down of operations in case of an outbreak on one or more of our rigs;
◾
disrupting or restricting the ability of our suppliers, manufacturers and service providers to supply parts, equipment labor or
services in the jurisdictions in which we operate or conduct shipyard activities including newbuild construction;
◾
causing us to incur increased costs, inefficiencies, and labor shortages as a result of precautionary measures taken to counteract
a potential or actual outbreak, including testing and quarantining of offshore personnel; and
◾
being negatively affected by various actions by governmental authorities around the world designed to prevent or reduce the
spread of an outbreak, such as imposing mandatory closures of all business facilities deemed to be non-essential, seeking
voluntary closures of such facilities and imposing restrictions on, or issuing advisories with respect to, travel, business
operations and public gatherings or interactions.
As a result, we may experience significant adverse consequences in our ability to meet our commitments to customers,
including due to increased operating costs and increased risk of rig downtime or contract termination, which may result in
substantial adverse consequences for our business and results of operations.  In addition, public health threats may result in
significantly reduced global or regional economic activity, which could result in a sharp reduction in the demand for oil and an
associated decline in oil prices, as occurred

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during 2020.  Such conditions may result in, reductions to our customers’ drilling and production expenditures and delays or
cancellations of projects, which may cause a decrease in demand for our services and an increase in the risk that our customers
may seek to terminate or renegotiate pricing or other terms for our existing contracts or that more of our rigs may become idle,
stacked or retired from our fleet.  The magnitude and duration of potential social, economic and labor instability resulting from
such public health threats, including the speed at which national economies can recover, or whether any recovery will ultimately
experience a reversal or other setbacks, are uncertain and cannot be estimated as such effects depend on events that would be
largely out of our control.
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 BUSINESS.
We engage in offshore drilling services for most of the leading integrated energy companies or their affiliates, as well
as for many government-owned or government-controlled energy companies and other independent energy companies.  For the
year ended December 31, 2024, our most significant customers were Shell, Petrobras and Equinor, representing 27 percent,
21 percent and 13 percent, respectively, of our consolidated operating revenues.  As of February 12, 2025, the customers with
the most significant aggregate amount of contract backlog associated with our drilling contracts were Petrobras and Shell,
representing 24  percent and 17  percent, respectively, of our total contract backlog.  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.
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 U.S. Gulf of Mexico, the South China Sea and the Northwest Coast of Australia 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.
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 energy 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 up to $75 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 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.


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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 which are beyond our control.  Certain customers who seek to terminate our drilling contracts may
attempt to defeat or circumvent our protections against certain liabilities.  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 energy 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 on terms that are not as favorable as current terms, it could adversely affect our financial position, results of
operations or cash flows.
During periods of depressed market conditions, we are subject to increased counterparty risk, as our customers may
seek to repudiate their contracts, including through claims of non-performance in order to reduce their capital expenditures.
 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.  We have experienced, and are at continued risk of experiencing, early contract terminations during
periods of a weak commodity price environment.  The ability of each of our counterparties to perform its obligations under a
contract with us, including indemnity obligations, depends on a number of factors that are beyond our control and may include,
among other things, conditions of the economy in general or of the offshore drilling industry in particular, 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.  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 financial position, results of operations or
cash flows.
FAILURE TO RECRUIT AND RETAIN 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, 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 ADDITIONAL
UNIONIZATION EFFORTS.
As of December 31, 2024, approximately 43 percent of our total workforce, working primarily in Brazil and Norway,
are represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially all of
which are subject to annual salary negotiation.  Negotiations over annual salary or other labor matters could result in higher
personnel or other costs or increased operational restrictions or disruptions.  The outcome of any such negotiation generally
affects the market for all offshore employees, not only the union members.  A failure to reach an agreement on certain key
issues could result in strikes, lockouts, or other work stoppages.  Legislation has from time to time been, and may continue to
be, 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.
OUR SHIPYARD PROJECTS AND OPERATIONS ARE SUBJECT TO DELAYS AND COST OVERRUNS.
At any given time, we have a variety of shipyard projects underway for our existing rigs.  These shipyard projects are
subject to the risks of delays or cost overruns inherent in any such complex projects resulting from numerous factors, including
the following:
◾
shipyard availability, failures and difficulties;
◾
shortages of equipment, materials or skilled labor;
◾
failed or delayed deliveries of significant materials or equipment for various reasons, including due to supplier shortages,
constraints, disruption or quality issues;
◾
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;
◾
availability of suppliers to recertify equipment for enhanced regulations;
◾
strikes, labor disputes and work stoppages;
◾
customer acceptance delays or delays in providing customer-supplied engineering, approvals or equipment;
◾
adverse weather conditions, including damage caused by such conditions;
◾
terrorist acts, war, piracy and civil unrest;


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◾
complications arising from pandemics, epidemics, severe influenza, coronaviruses and other highly communicable viruses or
diseases, and associated government orders in the country where the rigs are being constructed or serviced and elsewhere;
◾
unanticipated cost increases; and
◾
difficulties in obtaining necessary permits or approvals or in completing necessary importation procedures.
These factors may contribute to cost variations and delays in the delivery of rigs undergoing shipyard projects or any
future newbuild units.  Cost variations may result in, among other things, disputes with the shipyards that construct or service
our drilling units.  In addition, delayed delivery of 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 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 and subcontracted services,
including casing and managed pressure drilling services.  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.  Some parts and equipment require long lead times to obtain, and an unplanned failure or
other need to replace any such parts and equipment may result in a longer than usual time to obtain them or require us to pay
higher costs to obtain them on an expedited basis.  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, ancillary services or subcontracted 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.
AS PART OF OUR BUSINESS STRATEGIES, WE MAY PURSUE OPPORTUNITIES TO STRENGTHEN,
STREAMLINE OR BROADEN OUR BUSINESS THAT INCLUDE ACQUISITIONS OR DISPOSITIONS OF
BUSINESSES OR DRILLING RIGS, MERGERS OR JOINT VENTURES OR OTHER INVESTMENTS, AND SUCH
TRANSACTIONS WOULD PRESENT VARIOUS RISKS AND UNCERTAINTIES.
We may pursue transactions that involve the acquisition or disposition of businesses or assets, mergers or joint ventures
or other investments that we believe will enable us to further strengthen, streamline or broaden our business.  Any such
transaction would be evaluated on a case-by-case basis, and the consummation thereof would be dependent upon several
factors, including identifying suitable companies, businesses or assets that align, or no longer align, with our business strategies,
reaching agreement with the potential counterparties on acceptable terms, the receipt of any applicable regulatory and other
approvals, counterparties fulfilling contractual obligations and other conditions.   These transactions involve various risks,
including among others, (i)  difficulties related to integrating, separating or managing applicable parts of an acquired, or
disposed of, business, assets or joint venture and unanticipated changes in customer and other third-party relationships
subsequent to closing, (ii) diversion of management's attention from day-to-day operations, (iii) failure to realize anticipated
benefits, such as cost savings, revenue enhancements or strengthening, streamlining or broadening our business, (iv) potentially
substantial transaction costs associated with acquisitions, joint ventures or investments if we or a transaction counterparty seeks
to exit or terminate an interest in the joint venture or investment, (v) applicable antitrust laws and other regulations that may
limit our ability to acquire targets or require us to divest an acquired business or assets, (vi) potential accounting impairment or
actual diminution or loss of value of our investment if future market, business or other conditions ultimately differ from our
assumptions at the time of such transaction is consummated and (vii) potential accounting impairment upon the decision to
reclassify assets as held for sale.
FAILURE TO EFFECTIVELY AND TIMELY ADDRESS THE TRANSITION TO RENEWABLE OR OTHER
ALTERNATIVE ENERGY SOURCES, OR TO RESPOND TO OTHER CLIMATE RELATED BUSINESS TRENDS,
COULD ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND CASH FLOWS.
Our long-term success will be impacted by our ability to effectively address the transition to renewable and other
alternative energy sources, and our ability to respond to other climate-related business trends that could adversely impact the
long-term demand for oil and natural gas and, ultimately, the demand for our services and products from our services.
 Addressing increased focus on the development of additional alternative energy sources and other climate-related business
trends has required and will further require adapting certain parts of our operations to changing government requirements and
customer preferences.
We continue to engage with existing and potential customers and suppliers to develop or implement solutions designed
to reduce or decarbonize oil and gas operations, or to advance renewable and other alternative energy sources.  Nonetheless, as
it is not possible at this time to predict the timing, scope and effect of the development of and transition to renewable or other
alternative energy sources, any such developments, such as the declining cost of renewable energy generation technologies,
could adversely impact the long-term global demand for oil and natural gas and, ultimately, the demand for our services and
products from our services.  If the transition to alternative energy sources or other climate-related trends change faster than
anticipated or develop in a manner that we do not anticipate, our business, results of operations and cash flows could be
adversely affected.  If we do not or are perceived to not effectively implement a strategy that incorporates alternative energy
sources, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to
capital or the market for our securities could be negatively impacted.

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OUR ASPIRATIONS, GOALS, COMMITMENT TARGETS AND INITIATIVES RELATED TO SUSTAINABILITY,
INCLUDING EMISSIONS REDUCTION, AND OUR PUBLIC STATEMENTS AND DISCLOSURES REGARDING
THEM, EXPOSE US TO NUMEROUS RISKS.
We have previously developed and set, goals, targets, and other objectives related to sustainability matters, including
with respect to emissions reduction, and we may continue to develop and set such objectives from time to time.  Statements
related to these goals, commitment targets and objectives do not constitute a guarantee that they will be achieved.  Our efforts to
research, establish, accomplish, and accurately report on these goals, commitment targets, and other objectives expose us to
numerous operational, reputational, financial, legal, and other risks.  Our ability to achieve any stated goal, commitment target,
or objective, is subject to numerous factors and conditions, many of which are outside of our control.
Our business may face increased scrutiny from investors, business partners and others related to our sustainability
activities, including the goals, commitment targets, and other objectives that we announce, and our methodologies and timelines
for pursuing them.  If our sustainability assumptions or practices do not meet investor, regulatory or other relevant expectations
and standards, which continue to evolve, our reputation, our ability to attract or retain employees, and our attractiveness as an
investment or business partner could be negatively affected.  Similarly, our failure or perceived failure to pursue or fulfill our
sustainability-focused goals, targets, and objectives, to comply with ethical, environmental, or other standards, regulations, or
expectations, or to satisfy various reporting standards with respect to these matters, within the timelines we announce, or at all,
could adversely affect our business or reputation, as well as expose us to government enforcement actions and private litigation.
RISKS RELATED TO OUR INDEBTEDNESS
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, 2024, our total debt was $6.88 billion, of which $2.36 billion was secured.  We have a Secured Credit
Facility, which is currently undrawn, the borrowings under which would be secured and guaranteed by certain of our
subsidiaries.  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 to refinance our existing debt or for working capital, capital expenditures,
acquisitions, debt service requirements, distributions, share repurchases, or other purposes;
◾
we may be unable to use operating cash flows 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;
◾
we may be unable to meet financial ratios in the agreements governing certain of our debt facilities and finance lease or satisfy
certain other covenants and conditions included in our debt agreements, which could result in our inability to meet
requirements for borrowings under the Secured Credit Facility or a default under such agreements, impose restrictions with
respect to our access to certain of our capital, and trigger cross default provisions in certain of our 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;
◾
we may be unable to obtain new investment or financing based upon evolving ESG-influenced trends among many financial
intermediaries, investors and other capital markets participants that have focused on reducing, or ceasing, lending to, or
investing in, companies that operate in industries with higher perceived environmental exposure; 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.
The ratings assigned to our debt securities by certain credit rating agencies (our “Debt Ratings”) are 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 and replacing or
extending 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 the indentures governing certain of our
senior notes;
◾
reduced willingness of current and prospective customers, suppliers and creditors to transact business with us;
◾
requirements from creditors, suppliers 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 downgrades may cause or exacerbate, any of
the effects listed above and could have an adverse effect on our business and financial condition.

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WORLDWIDE FINANCIAL, ECONOMIC AND POLITICAL CONDITIONS COULD RESTRICT OUR ABILITY
TO ACCESS THE CAPITAL MARKETS, REDUCE OUR FLEXIBILITY TO REACT TO CHANGING ECONOMIC
AND BUSINESS CONDITIONS AND REDUCE DEMAND FOR OUR SERVICES.
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 reduce worldwide demand for energy.
 These potential developments, or market perceptions concerning these and related issues, could adversely affect our financial
position, results of operations or cash flows.  In addition, turmoil and hostilities in the Middle East, Eastern Europe, North
Africa and other geographic areas and countries present incremental risk.  An extended period of negative outlook for the world
economy could reduce the overall demand for oil and natural gas and for our services.  A decline in oil and natural gas prices
could reduce demand for our drilling services and have an adverse effect on our financial position, results of operations or cash
flows.
RISKS RELATED TO LAWS, REGULATIONS AND GOVERNMENTAL COMPLIANCE
IMPACT OF INCREASINGLY STRINGENT ENVIRONMENTAL AND SAFETY LAWS AND OUR COMPLIANCE
WITH OR BREACH OF SUCH LAWS CAN BE COSTLY, EXPOSE US TO LIABILITY AND COULD LIMIT OUR
OPERATIONS.
Our business is affected by laws and regulations relating to the energy industry and the environment and safety,
including international conventions and treaties, and regional, national, state, and local laws and regulations.  Our business also
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, delay or
impose additional compliance costs and obligations related to the exploration and development drilling for oil and gas.
  Offshore drilling in certain areas has been curtailed and, in certain cases, prohibited because of environmental or safety
concerns.   In addition, compliance with environmental and safety 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 incur additional costs in order to comply with
other existing and future regulatory obligations or industry standards, including, but not limited to, costs relating to air
emissions, including greenhouse gases, the management of ballast waters, hull cleaning, 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.  In the last decade, U.S. federal agencies adopted enhanced governmental safety
and environmental requirements applicable to our operations for drilling in the U.S. Gulf of Mexico.  These requirements have
caused increased compliance costs and may in the future increase the risk of environmental or safety enforcement cases and
litigation and cause operators to have difficulties obtaining drilling permits in the U.S. Gulf of Mexico.  The U.S. Bureau of
Ocean Energy Management (the “BOEM”) implemented changes regarding when oil, gas and sulfur lessees and certain other
parties operating in the offshore Outer Continental Shelf must post additional bonds or other supplemental financial assurance,
which could increase bonding requirements and operating expenditures for some of our customers, and as a result, increase
price competition for our services.
The oil and gas industry has adopted equipment and operating standards, such as the American Petroleum Institute
Standard 53, related to the installation and testing of well control equipment.  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.  Additionally, our customers may elect to voluntarily comply with any non-mandatory laws, regulations or other
standards.   Any such safety, environmental and other regulatory restrictions or standards, including voluntary customer
compliance with respect thereto, could decrease, disrupt or delay operations, decrease demand for offshore drilling services,
increase operating costs and compliance costs or penalties, increase out-of-service time, decrease dayrates, or reduce the area of
operations for drilling rigs in the U.S. and non-U.S. offshore areas.  Any such effects could have an adverse effect on our
financial position, results of operations or cash flows.
To the extent new laws are enacted, existing laws are changed or other governmental or judicial actions are taken that
prohibit or restrict offshore drilling or impose additional environmental protection and safety 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 and 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 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

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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.
 See “—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.”
Environmental and safety laws and regulations protecting the environment have become increasingly stringent 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 financial position,
results of operations or cash flows.
REGULATORY AND VARIOUS OTHER RISKS, INCLUDING LITIGATION, ASSOCIATED WITH GREENHOUSE
GAS EMISSIONS, OTHER EMISSIONS AND CLIMATE CHANGE COULD HAVE AN ADVERSE IMPACT ON
OUR BUSINESS AND DEMAND FOR OUR SERVICES.
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 the fossil fuel industry, has attracted
and continues to attract considerable political and social attention worldwide.  The attention to climate change has led, and we
expect it to continue to lead, to additional regulations designed to reduce greenhouse gas emissions domestically and
internationally.  In August 2022, for example, the U.S. enacted the Inflation Reduction Act of 2022, which made available
hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric
vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions.  Additionally, at the
United Nations Climate Change Conference in the United Arab Emirates in December  2023, more than 190  governments
reached a non-binding agreement to transition away from fossil fuels and encourage the growth and expansion of renewable
energy.  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, decreased demand for goods and services that produce
significant greenhouse gas emissions, or reduced interest from investors if they elect in the future to shift some or all of their
investments to non-fossil fuel 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 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 could also face increased climate-related litigation with respect to our operations both in the U.S. and around the
world.  Governmental and other entities in various U.S. states, such as California and New York, have filed lawsuits against
coal, gas oil and petroleum companies.  These suits allege damages as a result of climate change, and the plaintiffs are seeking
unspecified damages and abatement under various tort theories.  Similar lawsuits may be filed in other jurisdictions both in the
U.S. and globally.  Though we are not currently a party to any such lawsuit, these suits present a high degree of uncertainty
regarding the extent to which energy companies, including offshore drillers, face an increased risk of liability stemming from
climate change, which risk would also adversely impact the oil and gas industry and impact demand for our services.
ANY RESTRICTIONS ON OIL AND NATURAL GAS OPERATIONS ON THE U.S. OUTER CONTINENTAL
SHELF (“OCS”) COULD HAVE AN ADVERSE IMPACT ON OUR BUSINESS AND DEMAND FOR OUR
SERVICES.
The U.S. Department of the Interior (“DOI”) administers the submerged lands, subsoil, and seabed, lying between the
seaward extent of the states’ jurisdiction and the seaward extent of federal jurisdiction, and the U.S. government has the power
to limit oil and gas activities on this area, known as the OCS.  Under the Outer Continental Shelf Lands Act, as amended, the
BOEM within the DOI must prepare and maintain forward-looking five-year plans – referred to as national programs or five-
year programs – to schedule proposed oil and gas lease sales on the OCS.  The number of lease sales and areas available for
lease provided in a five-year program may differ from program to program.  To the extent that the number of lease sales and
areas available for lease with the current five-year program – or in any future five-year program – are not sufficient to meet our
customers’ planned or expected offshore drilling programs, demand for our drilling services on the OCS may be impacted.  In
addition, executive, legislative and judicial actions in the U.S. from time to time have restricted certain oil and gas activities on
the OCS.  Future actions taken by the U.S. to limit the availability of new oil and gas leases on the OSC would adversely impact
the offshore oil and gas industry and impact demand for our services.

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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 assets or of our customers’ property;
◾
customs delays or disputes;
◾
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;
◾
public health threats, including pandemics, epidemics, severe influenza, coronaviruses and other highly communicable viruses
or diseases;
◾
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 related to economic and trade
sanctions 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 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, tariffs and
other trade, import or 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 currently favor or effectively require – or based upon changes to laws, regulations or interpretations thereof, may
in the future 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.  We cannot predict
whether any changes to laws, regulations or interpretations thereof would result in modifications to our operations nor whether
any such modifications would have a material impact to our business.  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 energy companies and may continue to do so.
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 and export control laws and regulations in each
country in which 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 may also
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 laws.
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 and the current
geopolitical environment 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.  Changes to foreign trade policies of the U.S. and
other countries could lead to the imposition of additional trade barriers and tariffs in jurisdictions in which we operate or from
which we or our suppliers procure materials and equipment.  We cannot predict what changes to trade policies will be made,
including whether existing tariff policies will be maintained or modified or whether the entry into new bilateral or multilateral
trade agreements will occur, nor can we predict the effects that any such potential changes would have on our business.
Our results are directly affected by the applicability of certain customs duties and importation tax relief programs
under customs regimes for the exportation and importation of goods and equipment, including rigs, related to the oil and gas
sector.  Among other incentives, such programs grant full suspension of certain import taxes, resulting in reduced tax burdens
from operations.  If unprecedented interpretations are applied by the customs and tax authorities governing  such programs and
regimes, including those that would deny us the use of such incentives granted historically in the ordinary course, and assuming
we are unable to successfully challenge such

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interpretation or otherwise able to recover any amounts pursuant to the contractual provisions of the applicable drilling contract,
then the amount of the applicable tariff, which would depend on many factors, could reasonably be expected to increase our
operating costs.
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 financial position, results of operations or cash flows.
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, directors or employees 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 financial position, results of operations or
cash flows.  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.
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 these investigations and cases 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 a material adverse effect on our financial position, results of operations or cash
flows.
WE ARE SUBJECT TO CYBERSECURITY RISKS AND THREATS AS WELL AS INCREASING REGULATION
OF DATA PRIVACY AND SECURITY.
We depend on data and 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, and when such unauthorized access occurs, we, our
customers or vendors may not detect the incident in time to prevent harm or damage.  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 and may pose new or unknown cybersecurity risks and challenges, including as a result of the use of emerging
technologies, such as AI, machine learning, generative AI and large language models.  Such threats may derive from human
error, fraud or malice, social engineering 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 or ransom of intellectual property, proprietary information, personal identifiable

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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.  A breach could also originate from, or compromise, our customers’ and vendors’ or other third-party
networks outside of our control.  A breach may also result in legal claims or proceedings against us by our shareholders,
employees, customers, vendors and governmental authorities, both U.S. and non-U.S.  If such a cyber-incident were to occur, it
could have a material adverse effect on our business or on our financial position, results of operations or cash flows.
In addition, data privacy and the unauthorized disclosure of personal data and confidential information pose
increasingly complex compliance challenges and have the potential to elevate our costs under various laws and regulations,
including privacy regulations that have been adopted or may in the future be adopted by, or be applicable from time to time to,
countries, states, and other jurisdictions or authorities.  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, litigation 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.
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.
RISKS RELATED TO TAXES
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 CONSOLIDATED EARNINGS AND INCREASE OUR CASH TAX
PAYMENTS.
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 with the intent to increase their tax burden.  Several jurisdictions have implemented or are expected to implement in the
future, the Organization for Economic Co-operation and Development Pillar 2 or other tax related provisions that are aimed at
preventing base erosion and profit shifting, ensuring income is subject to a minimum level of taxation and preventing treaty
misuse.   The application of these provisions is not always certain, and jurisdictions are still developing their rules and
interpretations with regard to same.
As such, any material change to tax laws, treaties, regulations or policies, their interpretation or application, or the
adoption of new interpretations of existing laws and rulings, in any of the jurisdictions in which we operate, are incorporated or
resident, could result in a higher effective tax rate on our worldwide earnings and such change could have a significant adverse
effect on our 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
CONSOLIDATED EARNINGS AND INCREASE OUR CASH TAX PAYMENTS.
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 that are not more likely than not to be respected 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 believe that neither we nor our non-U.S. subsidiaries, other than those that report a U.S.
trade or business or a U.S. permanent establishment, were or are engaged in a trade or business in the U.S. or, if applicable,
maintained or maintain a permanent establishment in the U.S.  The determination of the aforementioned, among other things,
involves considerable judgment.  If the U.S. Internal Revenue Service were to disagree, then we could be subject to additional
U.S. corporate income and branch profits taxes on the portion of our earnings effectively connected to such U.S. business or, if
applicable, attributable to such U.S. permanent establishment 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, we could be subject to
assessments in previously filed returns that remain open to audit and our earnings and cash flows from operations for that period
could be adversely affected.

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RISKS RELATED TO OUR JURISDICTION OF ORGANIZATION AND GOVERNING DOCUMENTS
AS A SWISS CORPORATION, OUR FLEXIBILITY MAY BE LIMITED WITH RESPECT TO CERTAIN ASPECTS
OF CAPITAL MANAGEMENT AND SWIFT IMPLEMENTATION OF CERTAIN INITIATIVES OR STRATEGIES.
Under Swiss law, our shareholders may approve a general share capital authorization, referred to under Swiss law as a
capital band, that allows the board of directors to issue new shares without additional shareholder approval within a period of up
to five  years and for up to a maximum of 50  percent of a company’s issued share capital.   The general share capital
authorization approved by shareholders at the May 2024 annual general meeting will expire on May 29, 2025.  Our currently
available authority under this general share capital authorization is equivalent to 12.44 percent of our issued share capital as of
February  11, 2025.  Accordingly, shareholders at our annual general meeting in May  2025 may be requested to approve a
renewal and increase of our general share capital authorization for an additional term.  Subject to certain exceptions, Swiss law
also 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, such as approval of dividends, over
which a board of directors would have authority in some other jurisdictions.  These Swiss law requirements relating to our
capital management may limit our flexibility to swiftly implement certain initiatives or strategies, and situations may arise
where greater flexibility would have provided substantial benefits to our shareholders.
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.  Any 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 the non-distributable part of the statutory capital and profit reserves, the
board of directors must take appropriate measures or, to the extent such measures fall within the competence of the general
meeting of shareholders, convene a general meeting of shareholders, and propose measures to remedy such a capital loss.
 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.
Distributions to shareholders in the form of a par value reduction and dividend distributions out of qualifying
additional paid-in capital are currently not subject to the 35  percent Swiss federal withholding tax.   However, the Swiss
withholding tax rules could 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,
shareholders approved the repurchase of up to CHF  3.50  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.
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 to issue a specified number of shares, which under our current and remaining
general share capital authorization as of February 11, 2025 is 12.44 percent of the share capital registered in the commercial
register, and to limit or withdraw the preemptive rights of existing shareholders in various circumstances.  Pursuant to the
terms of the current general share capital authorization, the board’s authority to issue new shares expires on May 29, 2025,
subject to shareholders approving a renewal or increase of this authorization in accordance with the current company practice;
◾
provide for a conditional share capital that authorizes the issuance of additional shares up to a maximum amount of
15.0 percent of the share capital registered in the commercial register as of February 11, 2025 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;

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◾
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.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.CYBERSECURITY
RISK MANAGEMENT AND STRATEGY
Our approach to managing cybersecurity risk and safeguarding information across our organization embeds data
protection and cybersecurity risk management throughout our enterprise and daily operations.   We maintain processes for
identifying, assessing and managing material risks, including such risks from cybersecurity threats, and such processes are
integrated into our overall risk management system.  Our enterprise risk register inventories significant risks to our company,
including significant cybersecurity risks, and we maintain a separate functional risk register, specifically focusing on potential
cybersecurity risks.  Within these risk registers, we record each identified risk, describe its likelihood of occurrence and assess
its potential impact, including the materiality thereof.   As part of this exercise, mitigating measures are planned and
implemented into action as necessary. As an additional feature of our cybersecurity risk management process, we have engaged
an external service provider to support our cybersecurity team by performing penetration tests and periodic external security
evaluations.
We undertake to align our cybersecurity program, which encompasses both enterprise security and operational security,
with the standards of the National Institute of Standards and Technology Cybersecurity Framework.  We maintain continuous
cyber threat-detection systems and have established an incident response plan, which contains playbooks for addressing and
recovering from potential material cyberattacks and breaches of data security.  In addition to establishing security measures for
vendors, we require onboarding orientation and periodic training for all employees and board members that focuses on
cybersecurity and information management, and we conduct regular cybersecurity awareness campaigns.
As of the date of our filing of this report, we are not aware of any cybersecurity incident that has had or is reasonably
likely to have a material impact on our business operations.   Given the rapid evolution of cyber-related attack techniques,
including through the use of AI, cybersecurity risks associated with our information technology systems and the systems of our
customers and vendors continue to grow.  Notwithstanding our cybersecurity management processes, a future cybersecurity
incident could have a material adverse effect on our business or on our financial position, results of operations or cash flows.
 See “Item 1A. Risk Factors—Risks related to laws, regulation, and governmental compliance—We are subject to cybersecurity
risks and threats as well as increasing regulation of data privacy and security.”
GOVERNANCE
We involve multiple levels of oversight as a part of our approach to cybersecurity risk management.  Our board of
directors oversees our enterprise risk register and cybersecurity program, including related policies and procedures.  As part of
this oversight, the audit committee of our board of directors receives regular status reports and updates from our management
team and conducts periodic executive sessions with our Vice President, Information Technology.   Such status reports and
executive sessions cover cybersecurity matters, such as developments to our program, key risk indicators, emerging risks, and
identified incidents.
In addition, our Vice President, Information Technology, who has more than 20 years of industry experience and over
25  years of experience with the development, training and controls of effective global enterprise cybersecurity programs,
oversees the implementation and compliance of our cybersecurity program and mitigation of information security related risks.
 Such oversight includes (i) reviewing our enterprise risk register, (ii) maintaining adequate processes to manage the identified
risks under our cybersecurity program, (iii)  regularly analyzing logs of cybersecurity threats and vulnerabilities and
(iv) overseeing prevention, detection, mitigation and remediation efforts in general, including the development and maintenance
of the above-mentioned incident response plan.  Additionally, we maintain an experienced information technology team at the
employee level that supports our Vice President, Information Technology in implementing our cybersecurity program and
internal reporting, security and mitigation functions.

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ITEM 2. PROPERTIES
The description of our property included under “Item 1. Business—Drilling Fleet” is incorporated by reference herein.
 We maintain office spaces, land bases and other facilities worldwide, most of which we rent or lease, including principal
executive offices in Steinhausen, Switzerland, and corporate offices in Houston, Texas, and Bermuda.  We maintain additional
facilities in various countries in North America, Europe, South America, Asia, Africa and Australia.
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  12—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 our annual report on Form 10-K.  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 10—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 on Form 10-K.  All such actions, claims, tax and other matters
disclosed therein are incorporated herein by reference.
As of December 31, 2024, we were involved in a number of other lawsuits, regulatory matters, disputes and claims,
asserted and unasserted, all of which constitute ordinary routine litigation incidental to our business and for which we do not
expect the liability, if any, to have a material adverse effect on our 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,
threatened or possible litigation or legal proceedings.  We can provide 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.
On December  17, 2021, Transocean Offshore Deepwater Drilling  Inc. (“TODDI”), our wholly owned subsidiary,
received a letter from the U.S. Department of Justice (the “DOJ”) related to alleged violations by our subsidiary of its Clean
Water Act (“CWA”) National Pollutant Discharge Elimination System permit for the western Gulf of Mexico (“Permit”).  The
alleged violations, involving seven of our drillships, were identified by the U.S. Environmental Protection Agency (“EPA”)
following an initial inspection in 2018 of our compliance with the Permit and the CWA and relate to deficiencies with respect to
administrative monitoring and reporting obligations.  In connection with the initial EPA inspection, we initiated modifications to
our Permit and CWA compliance processes and maintained a dialogue with the EPA regarding the design and implementation of
enhancements to these processes.  At the DOJ’s invitation, in an effort to resolve the matter, we initiated settlement discussions
with the DOJ, which concluded with the execution of a civil consent decree by and between the DOJ, EPA, and TODDI,
effective January 3, 2024 (the “Consent Decree”), that resolved the claims of the DOJ based upon the alleged violations of our
Permit and the CWA.  Pursuant to the Consent Decree, we agreed to pay an immaterial monetary civil penalty, and we further
agreed (i)  to take or continue to take certain corrective actions to ensure current and future Permit and CWA compliance,
including implementing certain procedures and submitting reports and other information, in each case according to the timelines
and as described in the Consent Decree, (ii) to appoint an independent auditor to review, audit and report on our compliance
with certain of our obligations thereunder, and (iii) to certain non-exclusive stipulated monetary penalties if we fail to comply
with applicable provisions of the Consent Decree.   We may request termination of the Consent Decree after we have
(x) completed timely the civil penalty payment and any accrued stipulated penalty requirements of the Consent Decree, and
(y) maintained continuous satisfactory compliance with the Consent Decree for at least three years.  We do not believe that the
enforcement of the Consent Decree would have a material adverse effect on our financial position, results of operations or cash
flows.
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 occurred, or will occur; however, we can provide no assurance as to the
outcome of these matters.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER 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 11, 2025, we had
878,886,948 shares outstanding and 4,454 holders of record of our shares.

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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, 2024, the aggregate amount of
par value of our outstanding shares was $87.6 million, and the aggregate amount of qualifying additional paid-in capital of our
outstanding shares was $17.4 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.  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.

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Share repurchases
Overview—Shares repurchased for the purpose 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.   In addition, in December  2022, the U.S. Department of the
Treasury released proposed regulations under the Inflation Reduction Act of 2022, whereby an excise tax of one percent would
be imposed on stock repurchases in the event one of our U.S. subsidiaries funds the stock repurchase.
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 11, 2025, together, Transocean
Ltd. and Transocean International Limited, a Bermuda exempted company and our wholly owned subsidiary (formerly known
as Transocean Inc., a Cayman Islands exempted company), held as treasury shares 6.58 percent of our issued shares.  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 11,
2025, 3.42 percent of our issued 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.
Share repurchase program—In May 2009, at our annual general meeting, shareholders approved and authorized our
board of directors, at its discretion, to repurchase for cancellation any amount of our shares for an aggregate purchase price of
up to CHF 3.50 billion.  On February 12, 2010, our board of directors authorized our management to implement the share
repurchase program.  At December  31, 2024, the authorization remaining under the share repurchase program was for the
repurchase of our outstanding shares for an aggregate purchase price of up to CHF 3.24 billion, equivalent to $3.57 billion.  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.
ISSUER PURCHASES OF EQUITY SECURITIES
Total number of shares
Approximate dollar value
Total number
Average
purchased as part
of shares that may yet
of shares
price paid
of publicly announced
be purchased under the plans
Period
    
purchased
    
per share
    
plans or programs
    
or programs (in millions) (a)
 
October 2024
 —
$
 —
—
 $
 3,574
November 2024
 —
 —
—
 3,574
December 2024
 —
 —
—
 3,574
Total
 —
$
 —
 —
 $
 3,574
ITEM 6. RESERVED

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
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 11, 2025, we owned or had partial ownership interests in and operated 34 mobile offshore drilling units, consisting of
26 ultra-deepwater floaters and eight harsh environment floaters.
We provide, as our primary business, contract drilling services in a single operating segment, which involves
contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells.  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 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.
We perform contract drilling services by deploying our high-specification fleet in a single, global market that is
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.  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.
The information contained in this section 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 on Form 10-K.  The
following discussion of our results of operations and liquidity and capital resources includes comparisons for the years ended
December 31, 2024 and 2023.  For a discussion, including comparisons, of our results of operations and liquidity and capital
resources for the years ended December 31, 2023 and 2022, 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, 2023, filed
with the United States (“U.S.”) Securities and Exchange Commission on February 21, 2024.
SIGNIFICANT EVENTS
Acquisition—In June  2024, we transferred noncash consideration with an aggregate fair value of $431  million,
including 55.5  million Transocean  Ltd. shares and $130  million aggregate principal amount of 8.00%  senior notes due
February  2027 (the “8.00%  Senior Notes”), to acquire the outstanding 67.0  percent ownership interest in Orion Holdings
(Cayman)  Limited (together with its subsidiary, “Orion”), the Cayman Islands company that owned the harsh environment
floater Transocean Norge, and as a result, Orion became our wholly owned subsidiary.  See “—Operating Results” and “—
Liquidity and Capital Resources—Sources and uses of liquidity.”
Disposal of assets—In February 2024, we completed the sale of the harsh environment floaters Paul B. Loyd, Jr. and
Transocean Leader, together with related assets, for aggregate net cash proceeds of $49 million, including $6 million received
as a deposit in the year ended December  31, 2023.   See “—Operating Results” and “—Liquidity and Capital Resources—
Sources and uses of liquidity.”
In July 2024, we completed the sale of the ultra-deepwater floater Deepwater Nautilus and related assets for aggregate
net cash proceeds of $53 million.  In the year ended December 31, 2024, we recognized a loss of $143 million ($138 million or
$0.15 per diluted share, net of tax) associated with the impairment of the rig and related assets, which we determined were
impaired at the time that we classified the assets as held for sale.   See “—Operating Results,” “—Liquidity and Capital
Resources—Sources and uses of liquidity.”
In September  2024, we executed purchase and sale agreements for the sale of the ultra-deepwater floaters
Development Driller III and Discoverer Inspiration, together with related assets, for aggregate expected net cash proceeds of
$343 million, and we recognized a loss of $629 million ($617 million or $0.67 per diluted share, net of tax), associated with the
impairment of such assets, which we determined were impaired at the time that we classified the assets as held for sale.  The
transactions contemplated by the binding purchase and sale agreements, executed in September 2024, for these rigs and related
assets were subject to customary closing conditions, including the buyers’ ability to secure financing for the purchases.  In
January 2025, after extending the originally agreed closing dates, we canceled the purchase and sale agreements as a result of
the buyers’ failure to deliver the proceeds.  See “—Operating Results,” “—Liquidity and Capital Resources—Sources and uses
of liquidity.”
Secured credit facility—In April 2024, we amended the credit agreement that established our secured credit facility
(as amended from time to time, the “Secured Credit Facility”) to, among other things, (a) extend the maturity date from June 22,
2025 to June 22, 2028 and (b) reduce the borrowing capacity from $600 million to $576 million through June 22, 2025, and
thereafter reduce the borrowing capacity to $510 million through June 22, 2028.  See “—Liquidity and Capital Resources—
Sources and uses of liquidity.”

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Debt issuance—In April  2024, we issued $900  million aggregate principal amount of 8.25%  senior notes due
May 2029 (the “8.25% Senior Notes”) and $900 million aggregate principal amount of 8.50% senior notes due May 2031 (the
“8.50% Senior Notes”), and we received $1.77 billion aggregate cash proceeds, net of issue costs.  See “—Liquidity and Capital
Resources—Sources and uses of liquidity.”
Debt tender offers—In April 2024, we made an aggregate cash payment of $886 million, including related costs, to
complete tender offers (the “Tender Offers”) for $596  million and $249  million aggregate principal amount of the validly
tendered 11.50% senior guaranteed notes due January 2027 (the “11.50% Senior Guaranteed Notes”) and 7.25% senior notes
due November 2025 (the “7.25% Senior Notes”), respectively.  See “—Liquidity and Capital Resources—Sources and uses of
liquidity.”
Debt redemption—In April 2024, we made an aggregate cash payment of $658 million, including related costs, to
fully redeem $569 million aggregate principal amount of 7.50% senior notes due January 2026 and partially redeem $87 million
aggregate principal amount of 8.00% Senior Notes.  In the year ended December 31, 2024, we made an aggregate cash payment
of $204 million to redeem the remaining $105 million aggregate principal amount of 7.25% Senior Notes and $91 million
aggregate principal amount of 11.50% Senior Guaranteed Notes outstanding following the completion of the Tender Offers.
 See “—Liquidity and Capital Resources—Sources and uses of liquidity.”
OUTLOOK
Drilling market—Our industry outlook is positive based upon underlying economic factors, including numerous long-
term forecasts that indicate hydrocarbons will continue to be a critical source of energy for the foreseeable future, despite
significant relative growth in alternative energy technologies.  Economic forecasts indicate that countries that are not members
of the Organization for Economic Co-operation and Development will continue to experience population growth and
improvement in living standards, which will compound the increase in energy demand for the foreseeable future.  We believe
that these factors will contribute to robust demand for oil and gas.
The existing supply of oil and gas is depleting and requires replenishment.  The replacement of reserves remains
critically important given the significant underinvestment during the last several years and the challenges to new exploration
and production investments imposed on many industry participants by investors and the governments of oil and gas producing
nations.  Additionally, energy security will remain an important geopolitical factor across Europe, the U.S. and elsewhere with
the growing understanding that hydrocarbons are not easily displaced by alternatives for much of the world’s energy needs.
With deepwater and harsh environment fields generating favorable economic returns and relatively lower carbon
intensity than other hydrocarbon sources, we expect a significant portion of the required spending in fossil fuel development
will continue to be allocated to deepwater and harsh environment projects.  Although the price for oil may continue to exhibit
volatility in response to factors outside of our control, including uncertainty about future output from the major oil and gas
producing countries, interest rate changes, geopolitical events and global economic growth, we nevertheless expect prices to
remain at levels that continue to be supportive of investment in deepwater and harsh environment exploration and development
projects.
Significantly reduced offshore contracting activity during the previous downcycle has also resulted in a smaller
marketable global fleet of floating rigs available to meet the current upcycle in expected customer demands, specifically with
respect to the highest specification drilling units preferred by many of our customers for their projects.  Marketable supply and
demand for ultra-deepwater and harsh environment rigs has become more balanced relative to prior periods.  We do, however,
expect some increased pressure on utilization into 2026, as several of our competitors’ rigs have yet to obtain new
commitments.  Our customers are planning further into the future to ensure availability of rigs for their drilling programs and
are signing contracts with longer lead times and durations, as well as higher dayrates.   Our customers continue to pursue
offshore projects in deepwater and harsh environments where rates of return and production volumes are anticipated to be very
attractive, which is reflected in the resumption of postponed projects, commencement of new drilling and exploration
campaigns and extensions of current drilling campaigns.
Offshore drilling activity remains robust in every major deepwater geographic sector.  Several new exploration and
development programs have commenced, and our customers continue to be disciplined in their investment of capital and remain
focused on project execution.  Tendering activity improved during 2024 in the golden triangle area, which comprises North
America, South America and West Africa.
In Norway, the largest region for harsh environment rigs, we anticipate demand will accelerate and extend through the
end of the decade.  Several of the high-specification semisubmersible rigs that departed the region to work in other emerging
harsh environment regions may ultimately return to fulfill the anticipated increase in demand in Norway.  Contract durations,
including subsequent extensions, on most of these units along with other factors affecting supply and demand for drilling rigs
are likely to continue to have a favorable influence on dayrates and contracting terms as competition increases for high-
specification semisubmersibles.
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

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to a shipyard.  The uncommitted fleet rates exclude the effect of priced options.  As of February 12, 2025, our uncommitted fleet
rates for each of the five years in the period ending December 31, 2029 were as follows:
    
2025
    
2026
    
2027
    
2028
     2029  
Uncommitted fleet rate
Ultra-deepwater floaters
 40 %  
 52 %  
 69 %  
 87 %  
 95 %
Harsh environment floaters
 20 %  
 36 %  
 82 %  
 94 %  
 100 %
PERFORMANCE AND OTHER KEY INDICATORS
Contract backlog—We believe our industry leading contract backlog distinguishes us from the competition and
provides indicators of our future revenue-earning opportunities.   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
material 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:
February 12,
October 24,
February 14,  
   
2025
   
2024
   
2024
 
(in millions)
 
Contract backlog
Ultra-deepwater floaters
$
 6,363  
$
 7,144  
$
 6,951
Harsh environment floaters
 1,965
 2,144
 2,057
Total contract backlog
 
$
 8,328  
$
 9,288  
$
 9,008
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.  It does not include conditional agreements and options to
extend firm commitments.
The 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  12, 2025, the
contract backlog and average contractual dayrates for our fleet were as follows:
For the years ending December 31,
 
    
Total
    
2025
    
2026
    
2027
    
2028
    
2029
 
(in millions, except average dayrates)
 
Contract backlog
Ultra-deepwater floaters
 
$
 6,363   $
 2,230   $
 2,007
$
 1,319
$
 584
$
 223
Harsh environment floaters
 1,965
 842
 811
 226
 86
 —
Total contract backlog
 
$
 8,328   $
 3,072   $
 2,818
$
 1,545
$
 670
$
 223
Average contractual dayrates
Ultra-deepwater floaters
 
$  435,000   $  443,000   $  457,000
$  452,000
$  489,000
$
 509,000
Harsh environment floaters
$  404,000   $  404,000   $  438,000
$  437,000
$  508,000
$
 —
Total fleet average
$  427,000   $  432,000   $  452,000
$  449,000
$  491,000
$
 509,000
The actual amount of revenues earned and the actual periods in 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 revenues to be recognized include customer liquidity issues and contract
suspension or termination that may be available to our customers under certain circumstances.
The contractual operating dayrate may be higher than the actual dayrate we ultimately receive because 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 actual dayrate may be reduced
to zero if, for example, repairs extend beyond a stated period of time.  See “Part I. Item 1A. Risk Factors—Risks related to our
business—Our current backlog of contract drilling revenues may not be fully realized.”

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Average daily revenue—We believe average daily revenue provides a comparative measurement unit for our revenue-
earning performance.  Average daily revenue is defined as operating revenues, excluding revenues for contract terminations,
reimbursements and contract intangible amortization, earned per operating day.  The average daily revenue for our fleet was as
follows:
Years ended December 31, 
  
2024
    
2023
    
2022
 
Average daily revenue
Ultra-deepwater floaters
$
 
428,000   $
 
393,700
$
 
329,100
Harsh environment floaters
$
 
435,900
$
 
354,300
$
 
380,000
Total fleet average daily revenue
$
 
430,100   $
 
382,300
$
 
345,500
Our average daily revenue fluctuates relative to market conditions and our revenue efficiency.  The average daily
revenue may be affected by incentive performance bonuses or penalties or demobilization fee revenues.   Revenues for a
newbuild unit are included in the calculation when the rig commences operations upon acceptance by the customer.  We remove
a rig from the calculation upon disposal or classification as held for sale, unless we continue to operate the rig, in which case we
remove the rig upon completion or novation of the contract.
Revenue efficiency—We believe revenue efficiency measures our ability to ultimately convert our contract backlog
into revenues.  Revenue efficiency is defined as actual operating 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 the drilling unit
could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.
 The revenue efficiency rates for our fleet were as follows:
Years ended December 31, 
2024
    
2023
   
2022
 
Revenue efficiency
 
Ultra-deepwater floaters
 93.4 %
 96.5 %
 95.7 %
Harsh environment floaters
 97.5 %
 97.8 %
 97.6 %
Total fleet average revenue efficiency
 94.5 %
 96.8 %
 96.4 %
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—We present our rig utilization as an indicator of our ability to secure work for our fleet.   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, 
2024
   
2023
   
2022
 
Rig utilization
    
    
 
Ultra-deepwater floaters
 57.3 %
 49.4 %
 50.1 %
Harsh environment floaters
 71.1 %
 59.1 %
 64.9 %
Total fleet average rig utilization
 60.5 %
 51.9 %
 54.1 %
Our rig utilization rate declines as a result of idle and stacked rigs and during shipyard, contract preparation and
mobilization periods.  We include newbuilds in the calculation when the rigs commence operations upon acceptance by the
customer.  We remove a rig from the calculation upon disposal or classification as held for sale, unless we continue to operate
the rig, in which case we remove the rig upon completion or novation of the contract.  Accordingly, our rig utilization can
increase when we remove idle or stacked units from our fleet.

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OPERATING RESULTS
Year ended December 31, 2024 compared to the year ended December 31, 2023
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.
Years ended December 31, 
 
2024
    
2023
    
Change
     % Change
(in millions, except day amounts and percentages)
Operating days
 7,848
 
 7,045
 803
 11 %
Average daily revenue
$  430,100
$  382,300
$  47,800
 13 %
Revenue efficiency
 94.5 %  
 96.8 %  
Rig utilization
 60.5 %  
 51.9 %  
Contract drilling revenues
$
 3,524
$
 2,832
$
 692
 24 %
Operating and maintenance expense
 (2,199)
 (1,986)
 (213)
 (11)%
Depreciation and amortization expense
 (739)
 (744)
 5
 1 %
General and administrative expense
 (214)
 (187)
 (27)
 (14)%
Loss on impairment of assets
 (772)
 (57)
 (715)
nm
Loss on disposal of assets, net
 (17)
 (183)
 166
 91 %
Operating loss
 (417)
 (325)
 (92)
 (28)%
Other income (expense), net
Interest income
 50
 52
 (2)
 (4)%
Interest expense, net of amounts capitalized
 (362)
 (646)
 284
 44 %
Gain (loss) on retirement of debt
 161
 (31)
 192
nm
Other, net
 45
 9
 36
nm
Loss before income tax (expense) benefit
 (523)
 (941)
 418
 44 %
Income tax (expense) benefit
 11
 (13)
 24
nm
Net loss
$
 (512)
$
 (954)
$
 442
 46 %
“nm” means not meaningful.
Contract drilling revenues—Contract drilling revenues increased for the year ended December 31, 2024, compared to
the year ended December 31, 2023, primarily due to the following: (a) approximately $470 million resulting from increased
utilization, (b) approximately $275 million resulting from improved average daily revenues, (c) approximately $140 million
resulting from the operations of our newbuild ultra-deepwater floaters Deepwater  Titan and Deepwater  Aquila,
(d) approximately $70 million resulting from increased activity for the operations of Transocean Norge and (e) $48 million
resulting from decreased amortization of contract intangible assets.  These increases were partially offset by the following:
(a) approximately $200 million resulting from rigs sold or classified as held for sale, (b) approximately $50 million resulting
from decreased revenue efficiency for the comparable active fleet and (c)  approximately $35  million resulting from early
termination fees in the year  ended December  31, 2023 with no comparable activity in the current-year period and
(d) approximately $20 million resulting from unfavorable currency exchange rates.
Costs and expenses—Operating and maintenance costs and expenses increased for the year ended December  31,
2024, compared to the year ended December 31, 2023, primarily due to the following: (a) approximately $310 million resulting
from increased operating activity, (b)  approximately $70  million resulting from the operations of Deepwater  Titan and
Deepwater Aquila, (c) approximately $65 million resulting from incremental in-service costs related to additional subcontracted
services, (d)  approximately $60  million resulting from the effect of inflation on personnel and other operating costs,
(e) approximately $30 million resulting from the operations of Transocean Norge, and (f) approximately $15 million resulting
from increased out-of-service costs.  These increases were partially offset by the following: (a) approximately $180 million
resulting from rigs sold or classified as held for sale, (b) approximately $100 million resulting from lower costs incurred during
contract preparation, (c)  approximately $25  million resulting from increased favorable settlements of various litigation and
contingencies and (d) approximately $20 million resulting from favorable currency exchange rates.
Depreciation and amortization expense decreased for the year ended December 31, 2024, compared to the year ended
December 31, 2023, primarily due to (a) $33 million resulting from rigs sold, contributed or classified as held for sale and
(b) $12 million resulting from assets that had reached the end of their useful lives or had been retired, partially offset by an
increase of (c) $40 million resulting from three newbuild ultra-deepwater floaters, one acquired harsh environment floater and
other property and equipment placed into service.
General and administrative costs and expenses increased for the year ended December 31, 2024, compared to the year
ended December 31, 2023, primarily due to the following: (a) $17 million resulting from increased personnel costs, primarily
resulting from costs associated with the early retirement of certain personnel, and (b) $13 million resulting from increased legal
and professional fees.
Loss on impairment or disposal of assets—In the year ended December  31, 2024, we recognized a loss of
$772  million associated with the impairment of Deepwater  Nautilus, Development  Driller  III and Discoverer  Inspiration,
together with related assets.  In

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the year ended December 31, 2023, we recognized a loss of $57 million associated with the impairment of Paul B. Loyd, Jr. and
Transocean Leader, together with related assets.
In the year ended December 31, 2023, we recognized a loss of $169 million associated with our non-cash contribution
of ultra-deepwater floater Ocean Rig Olympia and related assets in exchange for an equity ownership interest in Global Sea
Mineral Resources NV.  In the years ended December 31, 2024 and 2023, we recognized an aggregate net loss of $16 million
and $14 million, respectively, associated with the disposal of assets unrelated to rig sales.
Other income and expense—Interest expense, net of amounts capitalized, decreased in the year ended December 31,
2024, compared to the year ended December  31, 2023, primarily due to the following: (a)  $342  million decreased interest
resulting from the fair value adjustment of the bifurcated compound exchange feature embedded in the indenture governing the
4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”)
and (b)  $75  million decreased interest resulting from debt repaid as scheduled or early retired, partially offset by,
(c) $133 million increased interest resulting from debt issued and (d) $24 million increased interest resulting from reduced
interest costs capitalized for our recently completed newbuild construction program.
In the year ended December 31, 2024, we recognized a net gain on retirement of debt as follows: (a) a net gain of
$144 million resulting from retirement of notes validly tendered in the Tender Offers and (b) a net gain of $17 million resulting
from the redemption of $852 million aggregate principal amount of our debt securities.  In the year ended December 31, 2023,
we recognized a net loss primarily resulting from the redemption of $1.38  billion aggregate principal amount of our debt
securities.
Other income net, increased in the year ended December 31, 2024, compared to the year ended December 31, 2023,
primarily due to the following: (a) a loss of $27 million associated with a payment of cash or the issuance of additional shares to
certain holders that elected to exercise their exchanges rights for the 4.00% Senior Guaranteed Exchangeable Bonds and the
4.625%  Senior Guaranteed Exchangeable Bonds in the year ended December  31, 2023 with no comparable activity in the
current year, b)  decreased losses of $19  million related to our equity investments in unconsolidated affiliates and (c)  an
increased gain of $6 million related to net changes to currency exchange rates, partially offset by (d) decreased income of
$19 million related to our dual-activity patent.
Income tax expense—In the years ended December 31, 2024 and 2023, our effective tax rate was 2.2 percent and
(1.4) percent, respectively, based on loss before income tax expense or benefit.  In the years ended December 31, 2024 and
2023, the aggregate effect of discrete period tax items was a net tax benefit of $158 million and $74 million, respectively.  In the
year ended December  31, 2024, discrete items included changes to deferred taxes resulting from operational and structural
changes related to rig movements and asset impairments, changes to valuation allowances and settlements and expirations of
various uncertain tax positions.  In the year ended December 31, 2023, such discrete items included settlements and expirations
of various uncertain tax positions, changes to valuation allowances and changes to deferred taxes due to new rig operations.  In
the years ended December  31, 2024 and 2023, our effective tax rate, excluding discrete items, was 159.1  percent and
(13.3)  percent, respectively, based on loss before income tax expense or benefit.   In the year ended December  31, 2024
compared to the year ended December  31, 2023, our effective tax rate excluding discrete items increased primarily due to
changes in the relative blend of income from operations in certain jurisdictions.
Due to our operating activities and organizational structure, our income tax expense does not change proportionally
with our income before income taxes.  We may have subsidiaries with tax expense on taxable earnings that exceeds the tax
benefits in other jurisdictions, or vice versa, which sometimes results in a negative effective tax rate or unusually large effective
tax rates relative to consolidated income or loss before income taxes.  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.
LIQUIDITY AND CAPITAL RESOURCES
Sources and uses of cash
In the year ended December 31, 2024, our primary sources of cash were net cash proceeds from issuance of debt, net
cash provided by our operating activities and net cash proceeds from disposal of assets.  Our primary uses of cash were debt
repayments and capital expenditures.
Years ended December 31, 
 
 
2024
   
2023
   
Change
 
(in millions)
 
Cash flows from operating activities
Net loss
$
 (512)  $
 (954) 
$
 442
Non-cash items, net
 1,213
 1,351
 (138)
Changes in operating assets and liabilities, net
 (254)
 (233)
 (21)
$
 447   $
 164  
$
 283
Net cash provided by operating activities increased primarily due to increased cash collected from customers, partially
offset by increased cash paid to suppliers and increased cash paid for interest.

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Years ended December 31, 
 
 
2024
   
2023
   
Change
 
(in millions)
 
Cash flows from investing activities
Capital expenditures
$
 (254)  $
 (427) 
$
 173
Investments in debt and equity of unconsolidated affiliates
 (3)
 (13)
 10
Proceeds from disposal of assets, net of costs to sell
 101
 10
 91
Cash acquired in acquisition of unconsolidated affiliate
 5
 7
 (2)
$
 (151)  $
 (423) 
$
 272
Net cash used in investing activities decreased primarily due to reduced capital expenditures associated with our
newbuild construction program and increased proceeds from disposal of one ultra-deepwater floater and two harsh environment
floaters in the year ended December 31, 2024.
Years ended December 31, 
 
 
2024
    
2023
    
Change
 
(in millions)
 
Cash flows from financing activities
Repayments of debt
$
 (2,103)
$
 (1,717)
$
 (386)
Proceeds from issuance of debt, net of issue costs
 1,770
 1,983
 (213)
Other, net
 (17)
 (3)
 (14)
$
 (350)  $
 263  
$
 (613)
Net cash used in financing activities increased primarily due to (a) increased net cash used to early retire $1.70 billion
aggregate principal amount of certain of our debt securities in tender offers and redemptions completed in the year ended
December  31, 2024 compared to net cash used to redeem $1.38  billion aggregate principal amount of certain of our debt
securities in the prior year and (b) reduced net cash proceeds from the issuance of $900 million aggregate principal amount of
8.25% Senior Notes and $900 million aggregate principal amount of 8.50% Senior Notes in the year ended December 31, 2024
compared to net cash proceeds from the issuance of $1.175 billion aggregate principal amount of 8.75% senior secured notes
due February  2030, $525  million aggregate principal amount of 8.375%  senior secured notes due February  2028 and
$325 million aggregate principal amount of 8.00% senior secured notes due September 2028 in the prior year.
Sources and uses of liquidity
Overview—We expect to use existing unrestricted cash balances, cash flows from operating activities, borrowings
under our Secured Credit Facility, proceeds from disposal of assets or proceeds from the issuance of debt or shares to fulfill
anticipated near-term obligations, which may include capital expenditures, working capital and other operational requirements,
scheduled debt maturities or other debt-related deposits or reservations of unrestricted cash.  At December 31, 2024, we had
$560  million in unrestricted cash and cash equivalents and $381  million in restricted cash and cash equivalents.  We have
generated positive cash flows from operating activities over recent years and, although we cannot provide assurances, we expect
that such cash flows will continue to be positive over the next year.  For example, among other factors, if we incur costs for
reactivation or contract preparation of multiple rigs or to otherwise assure the marketability of our fleet or general economic,
financial, industry or business conditions deteriorate, our cash flows from operations may be reduced or negative.
We have a Secured Credit Facility that provides us with a borrowing capacity of $576 million through June 22, 2025
and $510 million through its maturity on June 22, 2028.  Our Secured Credit Facility, which is secured by, among other things, a
lien on eight of our ultra-deepwater floaters and two of our harsh environment floaters, contains certain restrictive covenants,
including a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral coverage ratio of 2.1 to 1.0 and a minimum
liquidity requirement of $200 million, among others.  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 permits, subject to certain conditions, the
ability to pay dividends and repurchase our shares.  For more information about the restrictions in our Secured Credit Facility
and maturity triggers thereof, as well as on our scheduled debt maturities in 2025 and beyond, see Notes to Consolidated
Financial Statements—Note 8—Debt.
Although we currently anticipate relying on these sources of liquidity, including cash flows from operating activities
and borrowings under our Secured Credit Facility, among others, we may in the future consider establishing additional
financing arrangements with banks or other capital providers and subject to market conditions and other factors, we may be
required to provide collateral for any such future financing arrangements.  Our secured indentures include collateral rig leverage
ratios, and in the past, during periods when certain of these rigs have experienced reduced levels of operating efficiency or
utilization, we have deposited unrestricted cash into the applicable debt service reserve account to maintain compliance with the
applicable covenant.  We may in the future deposit a portion of our unrestricted cash or, in lieu thereof, take other actions,
including seeking covenant relief or other consents of holders of certain of our secured debt, as applicable.   For more
information about our indentures and our debt and equity securities, see Notes to Consolidated Financial Statements—Note 8—
Debt and Notes to Consolidated Financial Statements—Note 13—Equity.

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Debt and equity markets—From time to time, we seek to access the capital markets, including with respect to
potential liability management transactions.  For example, we have completed multiple debt and equity transactions, including
tender offers, redemptions, exchanges and retirement of existing debt, in connection with our ongoing efforts to prudently
manage our capital structure and improve our liquidity position.  Subject to then-existing market conditions and our expected
liquidity needs, among other factors, we may use existing unrestricted cash balances, cash flows from operating activities, or
proceeds from asset sales to pursue liability management transactions, including among others, purchasing or exchanging any of
our debt or equity-linked securities in the open market, in privately negotiated transactions, or through tender or exchange
offers, or by redeeming any of our outstanding debt securities pursuant to the terms of the applicable governing document, if
applicable.  Any future purchases, exchanges or other transactions may be on the same terms or on terms that are more or less
favorable to holders than the terms of any prior transaction.   We can provide no assurance as to which, if any, of these
alternatives, or combinations thereof, we may choose to pursue in the future, if at all, or as to the timing with respect to any
future transactions.   For more information about our debt and equity transactions during the three-year period ended
December 31, 2024, see Notes to Consolidated Financial Statements—Note 8—Debt.
Our ability and willingness to access the debt and equity markets is a function of a variety of factors, including, among
others, general economic, industry or market conditions, market perceptions of us and our industry and credit rating agencies’
views of our debt.  General economic or market conditions could have an adverse effect on our business and financial position
and on the business and financial position of our customers, suppliers and lenders and could affect our ability to access the
capital markets on acceptable terms or at all and our future need or ability to borrow under our Secured Credit Facility.  In
addition to our potential sources of funding, the effects of such global events could impact our liquidity or cause us to need to
alter our allocation or sources of capital, implement further cost reduction measures and change our financial strategy.
 Additionally, the rating of our long-term debt is below investment grade, which is causing us to experience increased fees and
interest rates under our Secured Credit Facility and indentures governing certain of our senior notes.  Future downgrades may
further restrict our ability to access the debt market for sources of capital and may negatively impact the cost of such capital 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.
Drilling fleet—From time to time, we review possible acquisitions of businesses and drilling rigs, as well as
noncontrolling ownership interests in other companies, and we 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.  Any such acquisition or investment has involved, and in the future 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
subsequently secure drilling contracts in these instances, if not already secured, could have an adverse effect on our results of
operations or cash flows.
In June  2024, we completed construction of Deepwater  Aquila, and it commenced operations under its drilling
contract.  The seventh generation, high-specification drillship is equipped with our patented dual activity, a 1,400 short-ton
hookload, large deck space, high load capacities and is dual-stack ready.  The full scope of the construction project for the rig
and related assets was completed for a total cost of $440 million.
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, 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 market demand for required components and resources.  We intend to fund
the cash requirements for our projected capital expenditures by using available cash balances, cash generated from operations
and asset sales, borrowings under our Secured Credit Facility and financing arrangements with banks or other capital providers.
 Economic conditions and other factors could impact the availability of these sources of funding.
From time to time, we may also review the possible disposition of certain drilling assets.   During the year  ended
December 31, 2024, we completed the sale of one ultra-deepwater floater and two harsh environment floaters.  Considering
market conditions, we have previously committed to plans to sell certain lower specification drilling units for scrap value, and
we may identify additional lower-specification drilling units to be sold for scrap, recycling or alternative purposes.  See Notes to
Consolidated Financial Statements—Note 6—Long-Lived Assets.
Contractual obligations—We provide additional information about our cash requirements for known contractual and
other obligations on both a short-term and long-term basis in the notes to our consolidated financial statements as follows:
◾
For additional information regarding our operating and finance lease obligations, see Notes to Consolidated Financial
Statements—Note 7—Leases.
◾
For additional information regarding our debt obligations and scheduled maturities, see Notes to Consolidated Financial
Statements—Note 8—Debt.
◾
For additional information regarding the obligations to our employees under our various postemployment benefit plans, see
Notes to Consolidated Financial Statements—Note 9—Benefit Plans.
◾
For additional information regarding our tax obligations, see Notes to Consolidated Financial Statements—Note 10—Income
Taxes.
◾
For additional information regarding our obligations under long-term service agreements and our material contingencies, see
Notes to Consolidated Financial Statements—Note 12—Commitments and Contingencies.

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Other commercial commitments—We have other commercial commitments, such as 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.  The cash obligations of these commitments, which are primarily geographically concentrated in Brazil,
are not normally called because we typically comply with the underlying performance requirements.  Standby letters of credit
are issued under various committed and uncommitted credit lines, some of which require cash collateral.   For additional
information regarding our standby letters of credit and surety bond guarantees, see Notes to Consolidated Financial Statements
—Note 12—Commitments and Contingencies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Overview
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.  We evaluate our
estimates on an ongoing basis using historical experience and 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.
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
information about our significant accounting policies and accounting standards updates, see Notes to Consolidated Financial
Statements—Note 2—Significant Accounting Policies and Notes to Consolidated Financial Statements—Note 3—Accounting
Standards Updates.
Income taxes
Overview—We provide for income taxes based on expected taxable income, statutory rates and tax laws in the
jurisdictions in which we operate or have a taxable presence.  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.
 Consequently, our income tax expense does not change proportionally with our income or loss before income taxes.
Uncertain tax positions—We apply significant judgment to evaluate our tax positions based on the interpretation of
tax laws in various jurisdictions and with 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 or profitability of
operations in each jurisdiction.  The tax laws relating to the offshore drilling industry in certain jurisdictions in which we
operate are not well developed, requiring us to apply incremental judgment.  Although we employ the best information available
at the time we prepare our annual tax provision, a number of years may elapse before the tax liabilities in the various
jurisdictions are ultimately determined.
Our tax returns are undergoing examinations in a number of taxing jurisdictions covering various 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.  Our potential tax liabilities are dependent on numerous
factors that cannot be reasonably projected, including 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.  Consequently, we cannot reasonably estimate the future impact of
changes to the assumptions and estimates related to our annual tax provision.
Unrecognized tax benefits—We establish liabilities for estimated tax exposures, and we recognize the provisions and
benefits resulting from changes to those liabilities, together with related interest and penalties, in income tax expense or benefit.
  Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing,
disposition transactions, and withholding tax rates and their applicability.  Such tax 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 the tax jurisdictions or by judicial means.  At December 31, 2024 and 2023, we had unrecognized tax
benefits of $414  million and $458  million, respectively, including interest and penalties, against which we recorded net
operating loss deferred tax assets of $372 million and $411 million, respectively, resulting in net unrecognized tax benefits of
$42  million and $47  million, respectively, including interest and penalties, that upon reversal would favorably impact our
effective tax rate.
Valuation allowance—We apply significant judgment to determine whether our deferred tax assets will be fully or
partially realized.  To evaluate 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
opportunities to utilize our deferred tax assets.  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.  For example, we may record a valuation
allowance for deferred tax assets resulting from net operating

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losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax
credit carryforwards that may expire prior to their utilization.   During the years ended December  31, 2024 and 2023, in
connection with our evaluation of the projected realizability of our deferred tax assets, we determined that our consolidated
cumulative loss incurred over the recent three-year period 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 10—Income
Taxes.
Property and equipment
Overview—We apply significant judgment to account for our property and equipment, consisting primarily of offshore
drilling rigs and related equipment, related to estimates and assumptions for useful lives and salvage values.  At December 31,
2024 and 2023, the carrying amount of our property and equipment was $15.83  billion and $16.94  billion, respectively,
representing 82 percent and 84 percent, respectively, of our total assets.
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.  We may also consider major capital upgrades required to perform certain contracts and the long-term
impact of those upgrades on future marketability.  At December 31, 2024, 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 $29 million and a hypothetical one-
year decrease would cause an increase in our annual depreciation expense of approximately $15 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.  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 until market conditions change, or we may elect to sell certain rigs for scrap, which in combination
with other indicators above, 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 each asset group,
and we evaluate impairment by asset group.  We consider our asset groups to be ultra-deepwater floaters and harsh environment
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
Level 3 fair value measurements, 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, 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 development of
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.   See Notes to Consolidated Financial
Statements—Note 6—Long-Lived Assets.
OTHER MATTERS
Related party transactions
During the year ended December 31, 2024, we entered into certain related party transactions with our unconsolidated
affiliates.  For additional information regarding our related party transactions, see Notes to Consolidated Financial Statements—
Note 4—Unconsolidated Affiliates and Notes to Consolidated Financial Statements—Note 8—Debt.

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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 12—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 statutory rates, deductions and tax attributes, which are subject to changes resulting from new
legislation, interpretation or guidance.  From time to time, as a result of these changes, we may revise previously evaluated tax
positions, which could cause us to adjust our recorded tax assets and liabilities.  Tax authorities in certain jurisdictions are
examining our tax returns and, in some cases, have issued assessments.  We intend to defend our tax positions vigorously.
 Although we can provide no assurance as to the outcome of the aforementioned changes, examinations or assessments, we do
not expect the ultimate liability to have a material adverse effect on our financial position or results of operations; however, it
could have a material adverse effect on our cash flows.  See Notes to Consolidated Financial Statements—Note 10—Income
Taxes.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Overview—We are exposed to interest rate risk, primarily associated with our long-term debt, including current
maturities.   Additionally, we are exposed to equity price risk related to certain of our exchangeable bonds and currency
exchange rate risk related to our international operations.
Interest rate risk—The following table presents the scheduled installment amounts and related weighted-average
interest rates of our long-term debt instruments by contractual maturity date.  The following table presents information as of
December 31, 2024, for each of the five years in the period ending December 31, 2029 and thereafter (in millions, except
interest rate percentages):
Years ending December 31,
 
  
2025
2026
2027
2028
2029
Thereafter
Total
    Fair value 
Debt
Fixed rate (USD)
  $
 714
$
 541
$  1,255
$
 664
$  1,276
$  2,494
$  6,944
$  6,888
Average interest rate
 6.15 %  
 7.21 %  
 7.74 %  
 7.83 %  
 7.56 %  
 8.03 %  
At December  31, 2024 and 2023, the fair value of our outstanding debt was $6.89  billion and $7.31  billion,
respectively.   During the year ended December  31, 2024, the fair value of our debt decreased by $420  million due to the
following: (a)  a decrease of $1.69  billion resulting from debt retired in tender offers and redemptions, (b)  a decrease of
$351 million resulting from debt repaid in scheduled installments and (c) a net decrease of $275 million resulting from changes
in the market prices of our outstanding debt, including the fair value adjustment to the bifurcated compound exchange feature
contained in the indenture governing the 4.625% Senior Guaranteed Exchangeable Bonds, partially offset by (d) an increase of
$1.77  billion resulting from the issuance of the 8.25%  Senior Notes and the 8.50% Senior Notes and (e)  an increase of
$130  million resulting from the issuance of the 8.00%  Senior Notes as partial consideration to acquire the outstanding
ownership interests of Orion.   See Notes to Consolidated Financial Statements—Note  8—Debt and Notes to Consolidated
Financial Statements—Note 19—Risk Concentration.
The majority of our cash equivalents is subject to variable interest rates or short-term interest rates and such cash
equivalents earn commensurately higher rates of return when interest rates increase.
Equity price risk—We are exposed to equity price risk primarily related to the bifurcated compound exchange feature
contained within the indenture governing the 4.625% Senior Guaranteed Exchangeable Bonds.  The market price of our shares
is the primary driver of the fair value of the exchange feature.  At December 31, 2024, the fair value of the bifurcated compound
exchange feature was $136 million.  At December 31, 2024, a 10 percent hypothetical increase or decrease to the market price
of our shares would result in a $22  million increase or $18  million decrease, respectively, to the carrying amount of the
exchange feature, recorded as a component of our debt, and a corresponding adjustment to interest expense.  See Notes to
Consolidated Financial Statements—Note  8—Debt and Notes to Consolidated Financial Statements—Note  19—Risk
Concentration.
Currency exchange rate risk—We are exposed to currency exchange rate risk primarily related to contract drilling
revenues, employee compensation costs and purchasing costs that are denominated in currencies other than our functional
currency, the U.S. dollar.  We use a variety of techniques to minimize the exposure to currency exchange rate risk, including
structuring customer payment terms and occasionally entering into forward exchange contracts.   We structure customer
contracts, as our primary tool to manage currency exchange rate risk, to provide for payment in both U.S. dollars and local
currency where the local currency portion is based on our anticipated local currency requirements over the contract term.  Due
to various factors, including customer acceptance, local banking laws, national content requirements, other statutory
requirements, currency liquidity, local inflation and revenue efficiency, actual local currency needs may vary from those
realized 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.   See Notes to
Consolidated Financial Statements—Note 19—Risk Concentration.

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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 (“U.S.”), 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 U.S. Securities Exchange Act of 1934.  Management assessed
the effectiveness of the Company’s internal control over financial reporting as of December  31, 2024.   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, 2024.
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.

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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, 2024, 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, 2024, 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, 2024 and 2023, the related consolidated
statements of operations, comprehensive loss, equity and cash flows for each of the three  years in the period ended
December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated
February 18, 2025 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, 2025

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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, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity and cash flows for
each of the three years in the period ended December 31, 2024, 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, 2024 and
2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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, 2025, 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 account or disclosure to which it relates.
Income Taxes
Description of the
Matter
As discussed in Notes 2 and 10 to the consolidated financial statements, the Company operates in
multiple jurisdictions through a complex operating structure and is subject to applicable tax laws 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.
Auditing management’s provision for income taxes and related deferred taxes was complex because
of the Company’s multi-national operating structure.   In particular, a higher degree of auditor
judgment was required to evaluate the completeness of the Company’s deferred tax provision as a
result of the Company’s interpretation of tax law in certain jurisdictions across its multiple
subsidiaries.

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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 of deferred income taxes and changes in tax laws and regulations that may impact
the completeness of 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; and (iii) evaluating the completeness of deferred income taxes.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1999.
Houston, Texas

February 18, 2025

Table of Contents
See accompanying notes.
- 41 -
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Years ended December 31, 
 
 
2024
    
2023
    
2022
  
 
Contract drilling revenues
$
3,524
$
2,832   $
2,575
Costs and expenses
Operating and maintenance
2,199
1,986
1,679
Depreciation and amortization
739
744
735
General and administrative
214
187
182
3,152
2,917
2,596
Loss on impairment of assets
(772)
(57)
—
Loss on disposal of assets, net
(17)
(183)
(10)
Operating loss
(417)
(325)
(31)
Other income (expense), net
Interest income
50
52
27
Interest expense, net of amounts capitalized
(362)
(646)
(561)
Gain (loss) on retirement of debt
161
(31)
8
Other, net
45
9
(5)
(106)
(616)
(531)
Loss before income tax expense (benefit)
(523)
(941)
(562)
Income tax expense (benefit)
(11)
13
59
Net loss
(512)
(954)
(621)
Net income attributable to noncontrolling interest
—
—
—
Net loss attributable to controlling interest
$
(512)
$
(954)  $
(621)
Loss per share
Basic
$
(0.60)
$
(1.24)  $
(0.89)
Diluted
$
(0.76)
$
(1.24)
$
(0.89)
Weighted-average shares outstanding
Basic
850
768
699
Diluted
925
768
699

Table of Contents
See accompanying notes.
- 42 -
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in millions)
Years ended December 31, 
 
2024
    
2023
    
2022
  
 
Net loss
$
(512)
$
(954)
$
(621)
Net income attributable to noncontrolling interest
—
—
—
Net loss attributable to controlling interest
(512)
(954)
(621)
Components of net periodic benefit costs before reclassifications
37
6
(109)
Components of net periodic benefit costs reclassified to net loss
2
—
3
Other comprehensive income (loss) before income taxes
39
6
(106)
Income taxes related to other comprehensive income (loss)
—
2
5
Other comprehensive income (loss)
39
8
(101)
Other comprehensive income attributable to noncontrolling interest
—
—
—
Other comprehensive income (loss) attributable to controlling interest
39
8
(101)
Total comprehensive loss
(473)
(946)
(722)
Total comprehensive income attributable to noncontrolling interest
—
—
—
Total comprehensive loss attributable to controlling interest
$
(473)
$
(946)
$
(722)

Table of Contents
See accompanying notes.
- 43 -
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
December 31, 
 
 
2024
    
2023
  
Assets
Cash and cash equivalents
$
560
$
762
Accounts receivable, net
564
512
Materials and supplies, net
439
426
Assets held for sale
343
49
Restricted cash and cash equivalents
381
233
Other current assets
165
144
Total current assets
2,452
2,126
Property and equipment
22,417
23,875
Less accumulated depreciation
(6,586)
(6,934)
Property and equipment, net
15,831
16,941
Contract intangible assets
—
4
Deferred tax assets, net
45
44
Other assets
1,043
1,139
Total assets
$
19,371
$
20,254
Liabilities and equity
Accounts payable
$
255
$
323
Accrued income taxes
31
23
Debt due within one year
686
370
Other current liabilities
691
681
Total current liabilities
1,663
1,397
Long-term debt
6,195
7,043
Deferred tax liabilities, net
499
540
Other long-term liabilities
729
858
Total long-term liabilities
7,423
8,441
Commitments and contingencies
Shares, $0.10 par value, 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued
and 875,830,772 outstanding at December 31, 2024, and CHF 0.10 par value, 1,021,294,549 authorized,
142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023
87
81
Additional paid-in capital
14,880
14,544
Accumulated deficit
(4,545)
(4,033)
Accumulated other comprehensive loss
(138)
(177)
Total controlling interest shareholders’ equity
10,284
10,415
Noncontrolling interest
1
1
Total equity
10,285
10,416
Total liabilities and equity
$
19,371
$
20,254

Table of Contents
See accompanying notes.
- 44 -
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in millions)
Years ended December 31, 
Years ended December 31, 
 
2024
  
2023
  
2022
  
2024
  
2023
  
2022
 
Shares
Balance, beginning of period
809
722
655
$
81
$
71
$
64
Issuance of shares
67
87
67
6
10
7
Balance, end of period
876
809
722
$
87
$
81
$
71
Additional paid-in capital
Balance, beginning of period
$14,544
$13,984
$ 13,683
Share-based compensation
47
40
29
Issuance of shares
289
520
256
Issuance of warrants
—
—
16
Balance, end of period
$14,880
$14,544
$ 13,984
Accumulated deficit
Balance, beginning of period
$ (4,033) $ (3,079) $ (2,458)
Net loss attributable to controlling interest
(512)
(954)
(621)
Balance, end of period
$ (4,545) $ (4,033) $ (3,079)
Accumulated other comprehensive loss
Balance, beginning of period
$
(177) $
(185) $
(84)
Other comprehensive income (loss) attributable to controlling interest
39
8
(101)
Balance, end of period
$
(138) $
(177) $
(185)
Total controlling interest shareholders’ equity
Balance, beginning of period
$10,415
$10,791
$ 11,205
Total comprehensive loss attributable to controlling interest
(473)
(946)
(722)
Share-based compensation
47
40
29
Issuance of shares
295
530
263
Issuance of warrants
—
—
16
Balance, end of period
$10,284
$10,415
$ 10,791
Noncontrolling interest
Balance, beginning of period
$
1
$
1
$
1
Balance, end of period
$
1
$
1
$
1
Total equity
Balance, beginning of period
$10,416
$10,792
$ 11,206
Total comprehensive loss
(473)
(946)
(722)
Share-based compensation
47
40
29
Issuance of shares
295
530
263
Issuance of warrants
—
—
16
Balance, end of period
$10,285
$10,416
$ 10,792

Table of Contents
See accompanying notes.
- 45 -
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years ended December 31, 
 
2024
    
2023
    
2022
  
 
 
Cash flows from operating activities
Net loss
$
(512)
$
(954)
$
(621)
Adjustments to reconcile to net cash provided by operating activities:
Amortization of contract intangible asset
4
52
117
Depreciation and amortization
739
744
735
Share-based compensation expense
47
40
29
Loss on impairment of assets
772
57
—
Loss on disposal of assets, net
17
183
10
Amortization of debt-related balances, net
53
51
33
(Gain) loss on adjustment to bifurcated compound exchange feature
(214)
127
157
(Gain) loss on retirement of debt
(161)
31
(8)
Loss on impairment of investment in unconsolidated affiliates
5
5
—
Deferred income tax expense
(42)
18
46
Other, net
(7)
43
44
Changes in deferred revenues, net
45
70
(20)
Changes in deferred costs, net
(2)
(190)
1
Changes in other operating assets and liabilities, net
(297)
(113)
(75)
Net cash provided by operating activities
447
164
448
Cash flows from investing activities
Capital expenditures
(254)
(427)
(717)
Investment in loans to unconsolidated affiliates
(3)
(3)
(5)
Investment in equity of unconsolidated affiliates
—
(10)
(42)
Proceeds from disposal of assets, net of costs to sell
101
10
7
Cash acquired in acquisition of unconsolidated affiliates
5
7
—
Net cash used in investing activities
(151)
(423)
(757)
Cash flows from financing activities
Repayments of debt
(2,103)
(1,717)
(554)
Proceeds from issuance of debt, net of issue costs
1,770
1,983
175
Proceeds from issuance of shares, net of issue costs
—
—
263
Proceeds from issuance of warrants, net of issue costs
—
—
12
Other, net
(17)
(3)
(8)
Net cash provided by (used in) financing activities
(350)
263
(112)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents
(54)
4
(421)
Unrestricted and restricted cash and cash equivalents, beginning of period
995
991
1,412
Unrestricted and restricted cash and cash equivalents, end of period
$
941
$
995
$
991

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- 46 -
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.  As of
December 31, 2024, we owned or had partial ownership interests in and operated a fleet of 34 mobile offshore drilling units,
consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.
We provide, as our primary business, contract drilling services in a single operating segment, which involves
contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells.  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 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.
We perform contract drilling services by deploying our high-specification fleet in a single, global market that is
geographically dispersed in oil and gas exploration and development areas throughout the world.  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.  See Note 15
—Supplemental Segment Information.
NOTE 2—SIGNIFICANT ACCOUNTING POLICIES
Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted
in the United States (“U.S.”), we must make judgments by applying 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 income taxes, property and equipment, equity
investments, contingencies, allowance for excess materials and supplies, assets held for sale, postemployment benefit plans and
share-based compensation.  We base our estimates and assumptions on historical experience and other factors that we believe
are reasonable.  Actual results could differ from such estimates.
Fair value measurements—We estimate fair value at an exchange price that would be received to sell an asset or paid
to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants.  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 equity 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 measure other equity investments at fair value if the investment has a fair value that is readily determinable;
otherwise, we measure the investment at cost, less any impairment.  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  4—
Unconsolidated Affiliates and Note 13—Equity.
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.  Consequently, our exposure to currency exchange
rate fluctuations is limited.   We recognize currency exchange rate gains and losses in other, net.   In the years ended
December 31, 2024, 2023 and 2022, we recognized a net gain of $16 million, a net gain of $10 million and a net loss of
$8 million, respectively, related to currency exchange rates.
Revenues and related pre-operating costs—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 estimated 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, for
which we record a contract liability and recognize as revenues 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

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 47 -
all contingencies have been resolved.  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 typically 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.
To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to
the drilling location.  We defer such pre-operating contract preparation and mobilization costs for recognition in operating and
maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity.  See
Note 5—Revenues.
Income taxes—We provide for income taxes based on expected taxable income, statutory rates and tax laws in the
jurisdictions in which we operate or have a taxable presence.  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.
We establish liabilities for estimated tax exposures, and we recognize the provisions and benefits resulting from
changes to those liabilities, together with related interest and penalties, in income tax expense or benefit.  Income tax exposure
items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and
withholding tax rates and their applicability.  Such tax 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 the
tax jurisdictions or by judicial means.
We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred
tax assets and liabilities are expected to be recovered or paid.  To evaluate 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 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.  For example, we may record a valuation allowance for deferred tax
assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will
not be realized or for foreign tax credit carryforwards that may expire prior to their utilization.  See Note 10—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.
Restricted cash and cash equivalents—We maintain restricted cash and cash equivalents 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 and cash equivalents in
current assets if the restriction is expected to expire or otherwise be resolved within one year or if such funds are considered to
correspond to liabilities that are properly classified as current liabilities. See Note 8—Debt.
Materials and supplies—We record materials and supplies at their average cost less an allowance for excess items.
 We estimate the allowance for excess items based on historical experience and expectations for future use of the materials and
supplies.  At December 31, 2024 and 2023, our allowance for excess items was $178 million and $198 million, respectively.
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.  See Note 6—Long-Lived Assets.
Property and equipment—We apply judgment to account for our property and equipment, consisting primarily of
offshore drilling rigs and related equipment, related to estimates and assumptions for cost capitalization, useful lives and
salvage values.  We base our estimates and assumptions on historical experience and expectations regarding future industry
conditions and operations.  At December 31, 2024, the aggregate carrying amount of our property and equipment represented
82 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 life of our drilling units is 35 years, our buildings and improvements range from three 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 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.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 48 -
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 and harsh environment floaters.  When an impairment of an
asset group is indicated, we measure an impairment as the amount by which the carrying amount of the asset group exceeds its
estimated fair value.  We estimate the fair value of an asset group by applying a variety of valuation methods, incorporating a
combination of income, market and cost 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 6—LongLived Assets.
Equity investments and impairment—We review our equity-method investments, and other equity investments for
which a readily determinable fair value is not available, for potential impairment when events or changes in circumstances
indicate that the carrying amount of the investment might not be recoverable in the near term.   If we determine that an
impairment that is other than temporary exists, we recognize an impairment loss, measured as the amount by which the carrying
amount of the investment exceeds its estimated fair value.  To estimate the fair value of the investment, we apply valuation
methods that rely primarily on the income and market approaches.   We amortize the basis difference caused by such
impairments using the straight-line method over the estimated life of the asset.  See Note 4—Unconsolidated Affiliates.
Pension and other postemployment benefit plans—We use a measurement date of January  1 to determine net
periodic benefit costs and December 31 to determine 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 lifetime of the
participants.
We measure the 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 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, 2024 and
2023, the funded status of our pension and other postemployment benefit plans represented an aggregate liability of
$104 million and $125 million, respectively, and an aggregate asset of $73 million and $31 million, respectively.  See Note 9—
Benefit Plans.
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
performance-based restricted share units subject to market factors, we use an average price at the performance start date and
project performance based on a Monte Carlo simulation model under a risk-neutral approach 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 that are subject to performance targets, we use the market price of our shares on the
grant date or modification date and adjust the value for the projected performance rate expected to be achieved at the end of the
measurement period.   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 14—ShareBased Compensation.
Contingencies—We assess 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.   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 corresponding assets for those loss contingencies
that we believe are probable of being recovered through insurance.  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
Segment reporting—Effective for the year ended December 31, 2024, we adopted the accounting standards update
that requires incremental disclosures about a public entity’s reportable segments but does not change the definition or guidance
for determining reportable

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 49 -
segments.  The update, which explicitly applies to entities such as us with a single reportable segment, requires disclosure of the
significant expense categories and amounts that are regularly provided to the chief operating decision-maker and included in the
reported measure of segment profit or loss.  Additionally, the update requires disclosures about the individual or the group or
committee identified as the chief operating decision-maker.  We have provided new disclosures, as required, in our notes to
consolidated financial statements.  See Note 1—Business and Note 15—Supplemental Segment Information.
Recently issued accounting standards updates not yet adopted
Income taxes—Effective for the year ending December 31, 2025, we will adopt the accounting standards update that
requires significant incremental disclosures intended to enhance the transparency and decision-usefulness of income tax
disclosures, particularly with regard to the effective tax rate reconciliation table and income taxes paid.  The new guidance will
be applied prospectively and permits, but does not require, retrospective application.  We will provide the new disclosures, as
required, for annual periods beginning with our annual report on Form 10-K for the year ending December 31, 2025.  We
continue to evaluate the requirements.  Although our adoption will require us to augment certain disclosures in the notes to
consolidated financial statements, we do not expect such adoption to have a material effect on our consolidated statements of
financial position, operations or cash flows.
Disaggregated income statement expenses—Effective for the year ending December  31, 2027, we will adopt the
accounting standards update that requires disaggregated disclosures, in the notes to consolidated financial statements, of certain
categories of expenses that are included in expense line items on the face of the consolidated statements of operations.  The
disclosures will be required on an annual and interim basis.  We will provide the new disclosures, as required, for annual periods
beginning with our annual report on Form 10-K for the year ending December 31, 2027, and subsequently, for interim periods
beginning with our quarterly report on Form 10-Q for the quarterly period ending March 31, 2028.  We continue to evaluate the
requirements.  Although our adoption will require us to augment certain disclosures in the notes to consolidated financial
statements, we do not expect such adoption to have a material effect on our consolidated statements of financial position,
operations or cash flows.
NOTE 4—UNCONSOLIDATED AFFILIATES
Equity investments
Overview—At December 31, 2024, we hold equity investments in certain unconsolidated companies, including (a) our
16 percent ownership interest in Global Sea Mineral Resources NV (together with its subsidiaries, “GSR”), a Belgian company
and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea
polymetallic nodules that contain metals critical to the growing renewable energy market, (b) our 19 percent ownership interest
in Ocean Minerals LLC (together with its subsidiaries, “OML”), the parent company of Moana Minerals Ltd., a Cook Islands
subsea resource development company that intends to explore and collect polymetallic nodules, and (c) our ownership interests
in other companies involved in researching and developing technology to improve efficiency, reliability, sustainability and
safety for drilling and other activities.   In the years ended December  31, 2024, 2023 and 2022, we recognized income of
$4 million, a loss of $14 million and a loss of $24 million, respectively, recorded in other, net, associated with equity in earnings
or losses of our equity investments.  At December 31, 2024 and 2023, the aggregate carrying amount of our equity investments
was $123 million and $216 million, respectively, recorded in other assets.
Contributions—In February 2023, we acquired a noncontrolling interest in GSR in exchange for a cash contribution
of $10 million and a non-cash contribution of the ultra-deepwater floater Ocean Rig Olympia, which had been cold stacked, and
related assets, with an estimated fair value of $85 million (see Note 6—Long-Lived Assets).  We estimated the fair value of the
rig using projected discounted cash flows, and our estimate required us to use significant unobservable inputs, representative of
Level  3 fair value measurements, including assumptions related to future performance of the rig, projected demand for its
services, rig availability and dayrates.  In the year ended December 31, 2022, we acquired noncontrolling interests in various
companies, including among others, our initial investment in OML and Liquila Ventures Ltd. (together with its subsidiaries,
“Liquila”), for an aggregate cash contribution of $42 million.
Acquisition—At December  31, 2023, we held a 33.0  percent noncontrolling interest in Orion Holdings
(Cayman)  Limited (together with its subsidiary, “Orion”), the Cayman Islands company that owned the harsh environment
floater Transocean Norge, and the aggregate carrying amount of our investment in Orion was $86 million.  In June 2024, we
acquired the outstanding 67.0 percent ownership interest in Orion in exchange for noncash consideration with an aggregate fair
value of $431  million, including 55.5  million Transocean  Ltd. shares and $130  million aggregate principal amount of
8.00% senior notes due February 2027 (the “8.00% Senior Notes”).  As a result, Orion became our wholly owned subsidiary.
 We recorded the transaction using the asset acquisition method of accounting.  See Note 6—Long Lived Assets, Note 8—Debt
and Note 13—Equity.
Impairments—In each of the years ended December 31, 2024 and 2023, we recognized a loss of $5 million, which
had no tax effect, recorded in other, net, associated with the other-than-temporary impairment of the carrying amount of certain
equity investments.
Related party transactions
Investment and acquisition—In November 2022, we and Perestroika (Cyprus) Ltd (together with its subsidiaries,
“Perestroika”), an entity affiliated with one of our directors that beneficially owns approximately 10 percent of our shares, each
acquired a noncontrolling

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 50 -
interest in Liquila, a previously unconsolidated Bermuda company, that was constructing the ultra-deepwater floater
Deepwater Aquila, in exchange for a cash contribution of $15 million and $10 million, respectively.  These initial contributions,
together with a contribution from the holder of the remaining 67  percent ownership interest, were used to make an initial
installment to the shipyard to acquire the newbuild drillship.   In September  2023, we acquired the outstanding 80  percent
ownership interest in Liquila, in exchange for the issuance of 11.9 million Transocean Ltd. shares with an aggregate value of
$99 million, which included 2.0 million Transocean Ltd. shares with an aggregate value of $16 million issued to Perestroika.
 As a result, Liquila became our wholly owned subsidiary.  We recorded the transaction using the asset acquisition method of
accounting.  See Note 6—Long Lived Assets and Note 13—Equity.
Operating and lending activities—We procure and provide services and equipment from and to our unconsolidated
affiliates for technological innovation and subsea minerals exploration, and we occasionally provide loans to our unconsolidated
affiliates.   In the years ended December  31, 2024, 2023 and 2022, we made an aggregate cash payment of $14  million,
$12  million and $7  million, respectively, to our unconsolidated affiliates primarily for research and development and for
equipment.   At December  31, 2024 and 2023, our accounts receivable from affiliates was $3  million and $14  million,
respectively, recorded in other current assets.  At December 31, 2024 and 2023, the aggregate carrying amount of balances due
to us under various financing arrangements with our unconsolidated affiliates was $10 million and $6 million, respectively,
recorded in other assets.
In the years ended December  31, 2024, 2023 and 2022, we received an aggregate cash payment of $11  million,
$49 million and $40 million, respectively, for services and equipment provided to, and prior to our acquisition of, Orion.  In the
years ended December 31, 2024, 2023, and 2022, we recognized rent expense of $25 million, $26 million and $11 million,
respectively, recorded in operating and maintenance costs, and made an aggregate cash payment of $25 million, $27 million and
$10 million, respectively, to charter the rig and rent other equipment from, and prior to our acquisition of, Orion.  Additionally,
in the year ended December 31, 2023, we and Orion agreed to the non-cash net settlement of a balance of $25 million of
accounts receivable and payable.
NOTE 5—REVENUES
Overview—We earn revenues primarily by performing the following activities: (i) providing our drilling rig, together
with the work crews, related equipment and services necessary to operate the rig, (ii) providing certain pre-operating activities,
including rig preparation and equipment modifications required for the contract, and (iii)  delivering the drilling rig by
mobilizing to and demobilizing from the drill location.   Under most of our contracts with customers, our drilling services
represent a single performance obligation that is satisfied over time, the duration of which varies by contract.  At December 31,
2024, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through
August 2029.
Disaggregation—Our contract drilling revenues, disaggregated by asset group and by country in which they were
earned, were as follows (in millions):
Year ended December 31, 2024
Year ended December 31, 2023
Year ended December 31, 2022
Ultra-
  
Harsh
Ultra-
Harsh
Ultra-
Harsh
deepwater
   environment
deepwater
environment
deepwater
environment
floaters
  
floaters
  Total  
floaters
floaters
  Total  
floaters
floaters
  Total  
U.S.
  $
1,566
$
—
$
1,566
$
1,433
$
—
$
1,433
$
1,135
$
—
$
1,135
Brazil
727
—
727
298
—
298
240
—
240
Norway
—
654
654
—
603
603
—
835
835
Other countries (a)
225
352
577
341
157
498
333
32
365
Total contract drilling revenues
  $
2,518
$
1,006
$
3,524
$
2,072
$
760
$
2,832
$
1,708
$
867
$
2,575
(a)
The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues.
Major customers—For the year ended December 31, 2024, Shell plc (together with its affiliates, “Shell”), Petróleo
Brasileiro S.A. (together with its affiliates, “Petrobras”) and Equinor ASA (together with its affiliates, “Equinor”) represented
27 percent, 21 percent and 13 percent, respectively, of our consolidated operating revenues.  For the year ended December 31,
2023, Shell, Equinor, TotalEnergies  SE and Petrobras represented 27  percent, 16  percent, 12  percent and 11  percent,
respectively, of our consolidated operating revenues.  For the year ended December 31, 2022, Shell, Equinor and Petrobras
represented 33 percent, 25 percent and 11 percent, respectively, of our consolidated operating revenues.
Contract intangible assets—At December  31, 2024 and 2023, the gross carrying amount of our drilling contract
intangible assets was $907  million and the corresponding accumulated amortization was $907  million and $903  million,
respectively.
Contract liabilities—Contract liabilities for our contracts with customers were as follows (in millions):
December 31, 
December 31
    
2024
    
2023
 
Deferred contract revenues, recorded in other current liabilities
  $
231
$
165
Deferred contract revenues, recorded in other long-term liabilities
212
233
Total contract liabilities
  $
443
$
398

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 51 -
Significant changes in contract liabilities were as follows (in millions):
Years ended December 31, 
    
2024
    
2023
 
Total contract liabilities, beginning of period
$
398
$
328
Decrease due to recognition of revenues for goods and services
(243)
(189)
Increase due to goods and services transferred over time
288
259
Total contract liabilities, end of period
$
443
$
398
Pre-operating costs—In the years ended December 31, 2024, 2023 and 2022, we recognized pre-operating costs of
$138 million, $69 million and $47 million, respectively, recorded in operating and maintenance costs.  Recognition increased in
the year ended December 31, 2024, primarily as a result of the commencement of operations for two rigs that mobilized to
Australia, one rig that mobilized to Brazil and one rig that we reactivated for a contract in Brazil.  At December 31, 2024 and
2023, the carrying amount of our unrecognized pre-operating costs to obtain contracts was $224 million and $221 million,
respectively, recorded in other assets.
NOTE 6—LONG-LIVED ASSETS
Disaggregation—The aggregate carrying amount of our long-lived assets, including our property and equipment and
our right-of-use assets, disaggregated by country in which they were located, was as follows (in millions):
December 31, 
 
    
2024
    
2023
 
Long-lived assets
U.S.
  $
6,727
$
7,472
Greece
2,531
2,652
Norway
2,017
2,103
Brazil
1,993
1,610
Other countries (a)
3,008
3,590
Total long-lived assets
  $
16,276
$
17,427
(a)
The aggregate carrying amount of long-lived assets located in other countries that individually represented less than 10 percent
of total long-lived assets.
Because 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 located in Switzerland, and we do not conduct any operations or earn operating revenues
in Switzerland.
Construction work in progress—The changes in our construction work in progress were as follows (in millions):
Years ended December 31,   
  2024     
2023
     2022  
Construction work in progress, beginning of period
$ 522
$ 1,195
$1,017
Capital expenditures
Newbuild construction program
142
331
669
Other equipment and construction projects
112
96
48
Total capital expenditures
254
427
717
Non-cash capital additions acquired in exchange for issuance of Transocean Ltd. shares
—
126
—
Non-cash capital additions financed under the Shipyard Loans
—
—
382
Changes in accrued capital additions
(13)
5
3
Property and equipment placed into service
Newbuild construction program
(552)
(1,157)
(882)
Other equipment and construction projects
(135)
(74)
(42)
Construction work in progress, end of period
$
76
$
522
$1,195
In the years ended December 31, 2024, 2023 and 2022, we capitalized interest costs of $15 million, $39 million and
$73 million, respectively, for our construction work in progress.
Acquisitions—In June 2024 we acquired $517 million of property and equipment associated with Transocean Norge,
together with $5 million of cash and cash equivalents and $4 million of accounts receivable from us.  In September 2023, we
acquired $126 million of property and equipment associated with Deepwater Aquila, together with $7 million of cash and cash
equivalents, and we assumed $19  million of accounts payable.   See Note  4—Unconsolidated Affiliates, Note  8—Debt and
Note 13—Equity.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 52 -
Impairments—In the year ended December 31, 2024, we recognized a loss of $772 million ($755 million or $0.82 per
diluted share, net of tax) associated with the impairment of the ultra-deepwater floaters Deepwater  Nautilus,
Development Driller III and Discoverer Inspiration, together 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, 2023, we recognized a loss of $57 million
($0.07  per diluted share), which had no tax effect, associated with the impairment of the harsh environment floaters
Paul B. Loyd, Jr. and Transocean Leader, together with related assets, which we determined were impaired at the time that we
classified the assets as held for sale.  We measured the impairment 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 binding contracts for the sale of the rigs and related assets.
Disposals—During the year ended December  31, 2024, we completed the sale of Deepwater  Nautilus,
Paul  B.  Loyd,  Jr. and Transocean  Leader, together with related assets, for aggregate net cash proceeds of $102  million,
including $6 million received as a deposit in the year ended December 31, 2023.  During the year ended December 31, 2023, in
connection with our investment in a partial ownership interest in GSR, we made a non-cash contribution of the cold-stacked
Ocean Rig Olympia and related assets.  In the year ended December 31, 2023, we recognized a loss of $169 million ($0.22 per
diluted share), which had no tax effect, associated with the disposal of the rig and related assets (see Note 4—Unconsolidated
Affiliates).  In the years ended December 31, 2024, 2023 and 2022, we received aggregate net cash proceeds of $5 million,
$4  million and $7  million, respectively and recognized an aggregate net loss of $17  million, $14  million and $10  million,
respectively, associated with the disposal of assets unrelated to rig sales.
Assets held for sale—At December 31, 2024, the aggregate carrying amount of our assets held for sale, including
Development  Driller  III and Discoverer  Inspiration, together with related assets, was $343  million.   The transactions
contemplated by the binding purchase and sale agreements, executed in September 2024, for these rigs and related assets were
subject to customary closing conditions, including the buyers’ ability to secure financing for the purchases.  In January 2025,
after extending the originally agreed closing dates, we canceled the purchase and sale agreements as a result of the buyers’
failure to deliver the proceeds.  At December 31, 2023, the aggregate carrying amount of our assets held for sale, including
Paul B. Loyd, Jr. and Transocean Leader and related assets, was $49 million.
NOTE 7—LEASES
Overview—Our operating leases are principally for office space, storage facilities, land and operating equipment.  At
December 31, 2024, our operating leases had a weighted-average discount rate of 6.5 percent and a weighted-average remaining
lease term of 11.1 years.
Our finance lease for the ultra-deepwater drillship Petrobras 10000 has an implicit interest rate of 7.8 percent and
requires scheduled monthly installments through the lease expiration in August 2029, after which we are obligated to acquire
the drillship from the lessor for one dollar.  We recognize expense for the amortization of the right-of-use asset in depreciation
and amortization.
Lease costs—The components of our lease costs were as follows (in millions):
Years ended December 31, 
Lease costs
2024
 
2023
 
2022
Short-term lease costs
$
10 $
4 $
14
Operating lease costs
16
14
12
Finance lease costs, amortization of right-of-use asset
20
20
20
Finance lease costs, interest on lease liability
24
27
30
Total lease costs
$
70 $
65 $
76
Lease payments—Supplemental cash flow information for our leases was as follows (in millions):
Years ended December 31, 
2024
 
2023
 
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
20 $
17 $
14
Operating cash flows from finance lease
4
—
8
Financing cash flows from finance lease
7
—
3

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 53 -
At December 31, 2024, the aggregate future minimum lease payments were as follows (in millions):
 Operating  Finance
leases
lease
Years ending December 31,
2025
$
13 $
65
2026
12
70
2027
12
71
2028
12
70
2029
12
47
Thereafter
74
—
Total future minimum rental payment
135
323
Less amount representing imputed interest
(40)
(52)
Present value of future minimum rental payments
95
271
Current portion, recorded in other current liabilities
7
47
Long-term lease liabilities, recorded in other long-term liabilities
$
88 $
224
NOTE 8—DEBT
Overview
Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, including a bifurcated
compound exchange feature and unamortized debt-related balances, such as discounts, premiums and issue costs, were as
follows (in millions):
Principal amount
Carrying amount
 
December 31, 
December 31,  December 31, 
December 31,  
2024
    
2023
   
2024
    
2023
  
7.25% Senior Notes due November 2025
(a) $
—
$
354
$
—
$
352
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
(b)
234
234
227
221
7.50% Senior Notes due January 2026
(a)
—
569
—
567
11.50% Senior Guaranteed Notes due January 2027
(a)
—
687
—
938
6.875% Senior Secured Notes due February 2027
(c)
330
413
328
409
8.00% Senior Notes due February 2027
(a)
655
612
653
609
7.45% Notes due April 2027
(d)
52
52
52
52
8.00% Debentures due April 2027
(d)
22
22
22
22
4.50% Shipyard Loans due September 2027
(e)
329
420
310
384
8.375% Senior Secured Notes due February 2028
(c)
525
525
518
518
7.00% Notes due June 2028
(e)
261
261
263
264
8.00% Senior Secured Notes due September 2028
(c)
295
325
292
321
8.25% Senior Notes due May 2029
(a)
900
—
887
—
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
(a)
259
259
286
486
8.75% Senior Secured Notes due February 2030
(f)
999
1,116
981
1,094
7.50% Notes due April 2031
(d)
396
396
395
395
8.50% Senior Notes due May 2031
(a)
900
—
886
—
6.80% Senior Notes due March 2038
(d)
610
610
605
605
7.35% Senior Notes due December 2041
(d)
177
177
176
176
Total debt
6,944
7,032
6,881
7,413
Less debt due within one year
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
(b)
234
—
227
—
11.50% Senior Guaranteed Notes due January 2027
(a)
—
—
—
71
6.875% Senior Secured Notes due February 2027
(c)
83
83
82
81
4.50% Shipyard Loans due September 2027
(e)
120
90
108
75
8.375% Senior Secured Notes due February 2028
(c)
100
—
97
—
8.00% Senior Secured Notes due September 2028
(c)
60
30
59
30
8.75% Senior Secured Notes due February 2030
(f)
117
117
113
113
Total debt due within one year
714
320
686
370
Total long-term debt
$
6,230
$
6,712
$
6,195
$
7,043
(a)
Transocean International Limited, a wholly owned direct subsidiary of Transocean Ltd. formerly known as Transocean Inc., is the issuer of the
unregistered notes (collectively, the “Priority Guaranteed Notes”).  The guaranteed senior unsecured notes are fully and unconditionally, jointly
and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean International Limited and rank equal
in right of payment of all our existing and future unsecured unsubordinated obligations.   Such notes are structurally senior to the Legacy
Guaranteed Notes, as defined below, the 4.50%  shipyard loans due September  2027 (each, a “Shipyard Loan”, and together, the “Shipyard
Loans”) and the 7.00% notes due June 2028 and structurally subordinate to the Senior Priority Guaranteed Notes, as defined below, to the extent
of the value of the assets of the subsidiaries guaranteeing the notes.
(b)
Transocean International  Limited is the issuer of the unregistered notes (together, the “Senior Priority Guaranteed Notes”).   The priority
guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned
indirect subsidiaries of Transocean

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 54 -
International Limited and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations.  Such notes are
structurally senior to the Priority Guaranteed Notes to the extent of the value of the assets of the subsidiaries guaranteeing the notes.
(c)
Each subsidiary issuer of the respective unregistered notes is a wholly owned indirect subsidiary of Transocean International Limited.  The senior
secured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd., Transocean International Limited and, in each
case, the owner of the respective collateral rig or rigs.
(d)
Transocean International Limited is the issuer of the notes and debentures (the “Legacy Guaranteed Notes”).  The Legacy Guaranteed Notes are
fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd.
(e)
The subsidiary borrowers under the Shipyard Loans and the subsidiary issuer of the registered notes are wholly owned indirect subsidiaries of
Transocean International Limited.  The loans and notes are fully and unconditionally guaranteed by Transocean International Limited.
(f)
Transocean International Limited is the issuer of the unregistered notes.  The senior secured notes are fully and unconditionally guaranteed on an
unsecured basis by Transocean Ltd. and on a limited senior secured basis by each of the wholly owned subsidiary owners of the collateral rigs.
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.  Transocean Ltd. and Transocean International Limited are not subject to any significant restrictions on their
ability to obtain funds from their consolidated subsidiaries by dividends, loans or capital distributions.
The indentures that govern the 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Senior
Guaranteed Exchangeable Bonds”) and the 4.625%  senior guaranteed exchangeable bonds due September  2029 (the
“4.625%  Senior Guaranteed Exchangeable Bonds”) require such bonds to be repurchased upon the occurrence of certain
fundamental changes and events, at specified prices depending on the particular fundamental change or event, which include
changes and events related to certain (i)  change of control events applicable to Transocean  Ltd. or Transocean
International Limited, (ii) the failure of our shares to be listed or quoted on a national securities exchange and (iii) specified tax
matters.
The indentures that govern the 6.875% senior secured notes due February 2027, the 8.375% senior secured notes due
February 2028 (the “8.375% Senior Secured Notes”), the 8.00% senior secured notes due September 2028 (the “8.00% Senior
Secured Notes”) and the 8.75% senior secured notes due February 2030 (the “8.75% Senior Secured Notes”) contain certain
covenants, among others, related to the debt and earnings attributable to the collateral rigs and the ability of our subsidiaries that
own or operate the collateral rigs to declare or pay dividends to their affiliates.  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 premium, upon the
occurrence of certain events related to the respective collateral rigs and related drilling contracts.  The indentures that govern
our senior secured notes contain certain lien requirements, including the maintenance of certain balances in a restricted cash
account to satisfy debt service requirements.   At December  31, 2024, we had restricted cash and cash equivalents of
$351 million deposited in restricted accounts to satisfy debt service and reserve requirements for the senior secured notes.  At
December  31, 2024, the rigs encumbered for the senior secured notes and our Shipyard Loans include the ultra-deepwater
floaters 
Deepwater 
Aquila, 
Deepwater 
Atlas, 
Deepwater 
Pontus, 
Deepwater 
Poseidon, 
Deepwater 
Proteus,
Deepwater Thalassa, Deepwater Titan, and the harsh environment floaters Transocean Enabler and Transocean Encourage, the
aggregate carrying amount of which was $6.09 billion.
Interest rate adjustments—At December  31, 2024, the interest rate in effect for the 7.35%  senior notes due
December 2041 was 9.35 percent, which is subject to adjustment from time to time upon a change to the credit rating of our
non-credit enhanced senior unsecured long-term debt.
Scheduled maturities—At December 31, 2024, the scheduled maturities of our debt were as follows (in millions):
    
Total
 
Years ending December 31,
2025
$
714
2026
541
2027
1,255
2028
664
2029
1,276
Thereafter
2,494
Total principal amount of debt
6,944
Total unamortized debt-related balances, net
(199)
Bifurcated compound exchange feature, at estimated fair value
136
Total carrying amount of debt
$
6,881
Credit agreements
Secured Credit Facility—As of December 31, 2024, we have a secured revolving credit facility established under a
bank credit agreement (as amended from time to time, the “Secured Credit Facility”), which is scheduled to mature on June 22,
2028.  In April 2024, we amended the Secured Credit Facility to, among other things, (a) extend the maturity date from June 22,
2025 to June 22, 2028 and (b) reduce

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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 55 -
the borrowing capacity from $600 million to $576 million through June 22, 2025 and thereafter reduce the borrowing capacity
to $510 million through June 22, 2028.  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.  We may borrow under the Secured Credit Facility at a forward-looking term rate based on the secured overnight
financing rate (“Term SOFR”) plus a margin and a Term SOFR spread adjustment of 0.10 percent.  The Secured Credit Facility
is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled
principal repayments of indebtedness, with certain exceptions, due within 91  days thereof is equal to or in excess of
$325 million and available cash is less than $250 million.  The Secured Credit Facility permits us to increase the aggregate
amount of commitments by up to $250 million.  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 Conqueror, Deepwater Corcovado, Deepwater Invictus, Deepwater Mykonos, Deepwater Orion,
Deepwater  Skyros and Dhirubhai  Deepwater  KG2 and the harsh environment floaters Transocean  Barents and
Transocean Spitsbergen, and at December 31, 2024, the aggregate carrying amount of which was $4.30 billion.
The Secured Credit Facility contains covenants that, among other things, include maintenance of a minimum guarantee
coverage ratio of 3.0  to  1.0, a minimum collateral coverage ratio of 2.1  to  1.0, a maximum debt to capitalization ratio of
0.60 to 1.00 and minimum liquidity of $200 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 permits, subject to certain conditions, the
ability to pay dividends and repurchase our shares.  In order to utilize the Secured Credit Facility, we must, at the time of the
borrowing request, be in full compliance with the terms and conditions of 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 or otherwise cured, could cause us to lose access to the Secured Credit Facility.
 At December 31, 2024, based on the credit rating of the Secured Credit Facility as of that date, the Secured Credit Facility
Margin was 2.875 percent and the facility fee was 0.625 percent.  At December 31, 2024, we had no borrowings outstanding,
$7 million of letters of credit issued, and we had $569 million of available borrowing capacity under the Secured Credit Facility.
Shipyard financing arrangement—We have credit agreements that established the Shipyard Loans to finance all or a
portion of the final payments owed to the shipyard upon delivery of Deepwater Atlas and Deepwater Titan.  In June 2022, we
borrowed $349 million under the Shipyard Loan for Deepwater Atlas and made a cash payment of $46 million to satisfy the
final milestone payment due upon delivery of the rig.  In December 2022, we borrowed $90 million under the Shipyard Loan
for Deepwater Titan and made a cash payment of $325 million to satisfy the final milestone payment due upon delivery of the
rig.  We recorded each Shipyard Loan, net of imputed interest, with an initial carrying amount of $300 million and $82 million,
respectively, and corresponding non-cash capital additions, recorded in property and equipment.  The carrying amount of each
Shipyard Loan at inception represented its estimated fair value using significant other observable inputs, representative of
Level 2 fair value measurements, including the terms and credit spreads of our debt, by applying an estimated discount rate of
9.4 percent and 7.6 percent, respectively.  The Shipyard Loans contain covenants that, among other things, limit the ability of
the subsidiary owners of the drilling rigs to incur certain types of additional indebtedness or make certain additional
commitments or investments.  We have the right to prepay outstanding borrowings, in full or in part, without penalty.  At
December 31, 2024, the Shipyard Loan for Deepwater Atlas had outstanding borrowings of $259 million, which are secured by,
among other security, a lien on the rig, and the Shipyard Loan for Deepwater Titan had outstanding borrowings of $70 million,
which are unsecured.
Exchangeable bonds
Exchange terms—At December 31, 2024, the (a) current exchange rates, expressed as the number of Transocean Ltd.
shares per $1,000 note, (b) implied exchange prices per Transocean Ltd. share and (c) aggregate shares, expressed in millions,
issuable upon exchange of our exchangeable bonds were as follows:
Implied
Exchange
exchange
    
Shares
    
rate
price
    
issuable
    
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
190.4762
$
5.25
45
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
290.6618
$
3.44
75
The exchange rates presented above are subject to adjustment upon the occurrence of certain events.   The
4.00% Senior Guaranteed Exchangeable Bonds may be exchanged by holders at any time prior to the close of business on the
second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering
cash, Transocean Ltd. shares or a combination of cash and shares.  The 4.625% Senior Guaranteed Exchangeable Bonds may be
exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity
date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a
combination of cash and shares.

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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 56 -
Effective interest rates and fair values—At December 31, 2024, the effective interest rates and estimated fair values
of our exchangeable bonds were as follows (in millions, except effective interest rates):
Effective
    
Fair
    
interest rate     
value
    
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
6.9%
$
247
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
18.3%
$
359
We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a
binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including
the terms and credit spreads of our debt and the expected volatility of the market price for our shares.
Interest expense—We recognized interest expense for our exchangeable bonds as follows (in millions):
Years ended December 31,
2024
2023
2022
Contractual interest
$
21
$
24
$
16
Amortization
20
19
9
(Gain) loss on adjustment to bifurcated compound exchange feature
(214)
127
157
Total
$
(173) $
170
$
182
The indenture governing the 4.625% Senior Guaranteed Exchangeable Bonds contains a compound exchange feature
that, in addition to the exchange terms presented above, requires us to pay holders a make-whole premium of future interest
through March 30, 2028, for exchanges exercised during a redemption notice period.  Such compound exchange feature must be
bifurcated from the host debt instrument since it is not considered indexed to our stock.  Accordingly, we recognize changes to
the liability for the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to
interest expense.  At December 31, 2024 and 2023, the carrying amount of the bifurcated compound exchange feature, recorded
as a component of the carrying amount of debt, was $136 million and $350 million, respectively.
Exchanges—In April  2023, Perestroika exchanged $213  million aggregate principal amount of 2.50%  senior
guaranteed exchangeable bonds due January 2027 (the “2.50% Senior Guaranteed Exchangeable Bonds”) under the terms of the
governing indenture at the applicable exchange rate of 162.1626 Transocean Ltd. shares per $1,000 note.  As part of this related
party transaction, we delivered 34.6 million Transocean Ltd. shares and $3 million cash consideration.  The director’s beneficial
ownership of our shares resulting from these transactions did not change.
In July  2023, the holders of the remaining outstanding $25  million aggregate principal amount of 2.50%  Senior
Guaranteed Exchangeable Bonds exchanged such bonds under the terms of the governing indenture at the applicable exchange
rate of 162.1626 Transocean Ltd. shares per $1,000 note.  As part of the transaction, we delivered 4.0 million Transocean Ltd.
shares.
In October  2023, holders of $60  million and $41  million aggregate principal amount of 4.00%  Senior Guaranteed
Exchangeable Bonds and 4.625% Senior Guaranteed Exchangeable Bonds, respectively, exchanged such bonds under the terms
of the governing indentures at the applicable exchange rate of 190.4762 and 290.6618 Transocean Ltd. shares, respectively, per
$1,000 note.  As part of the transactions, we delivered an aggregate 26.5 million Transocean Ltd. shares, including an aggregate
3.1 million additional shares.
Debt issuance
Senior notes—In April 2024, we issued $900 million aggregate principal amount of 8.25% senior notes due May 2029
(the “8.25%  Senior Notes”) and $900  million aggregate principal amount of 8.50%  senior notes due May  2031 (the
“8.50% Senior Notes”), and we received $1.77 billion aggregate cash proceeds, net of issue costs.  The 8.25% Senior Notes and
the 8.50% Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by Transocean Ltd. and certain of
our wholly owned subsidiaries.  On or prior to May 15, 2026 and 2027, respectively, we may redeem all or a portion of the
8.25% Senior Notes and the 8.50% Senior Notes, respectively, at a price equal to 100 percent of the aggregate principal amount
plus a make-whole premium, and subsequently, at specified redemption prices.
In June 2024, as partial consideration to acquire the outstanding 67.0 percent ownership interest in Orion, we issued
$130 million aggregate principal amount of 8.00% Senior Notes, with an equivalent aggregate fair value, as additional debt
securities under the indenture governing such notes.  See Note 4—Unconsolidated Affiliates, Note 6—Long-Lived Assets and
Note 13—Equity
Senior secured notes—In January  2023, we issued $525  million aggregate principal amount of 8.375%  Senior
Secured Notes, and we received $516 million aggregate cash proceeds, net of issue costs.  The 8.375% Senior Secured Notes
are secured by the assets and earnings associated with Deepwater Titan and the equity of the wholly owned subsidiary that owns
or operates the collateral rig.  We may redeem all or a portion of the 8.375% Senior Secured Notes at specified redemption
prices.
In January 2023, we issued $1.175 billion aggregate principal amount of 8.75% Senior Secured Notes, and we received
$1.148  billion aggregate cash proceeds, net of issue costs.   The 8.75%  Senior Secured Notes are secured by a lien on
Deepwater Pontus, Deepwater Proteus, Deepwater Thalassa, Transocean  Enabler and Transocean  Encourage, together with
certain related assets.  We may

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 57 -
redeem all or a portion of the 8.75% Senior Secured Notes on or prior to February 15, 2026 at a price equal to 100 percent of
the aggregate principal amount plus a make-whole premium, and subsequently, at specified redemption prices.
In October 2023, we issued $325 million aggregate principal amount of 8.00% Senior Secured Notes, and we received
$319 million aggregate cash proceeds, net of issue costs.  The 8.00% Senior Secured Notes are secured by the assets and certain
earnings associated with Deepwater Aquila as well as the equity of certain of the wholly owned subsidiaries that own or operate
the collateral rig.  We may redeem all or a portion of the 8.00% Senior Secured Notes on or prior to September 30, 2025 at a
price equal to 100  percent of the aggregate principal amount plus a make-whole premium, and subsequently, at specified
redemption prices.
Senior guaranteed exchangeable bonds—In September 2022, we issued $300 million aggregate principal amount of
4.625%  Senior Guaranteed Exchangeable Bonds in connection with exchange and purchase agreements.   Pursuant to the
exchange and purchase agreements, we exchanged (the “2022 Private Exchange”) (a) $73 million aggregate principal amount of
0.50% exchangeable senior bonds due January 2023 (the “0.50% Exchangeable Senior Bonds”) for (i) $73 million aggregate
principal amount of 4.625% Senior Guaranteed Exchangeable Bonds and (ii) 6.7 million warrants to purchase Transocean Ltd.
shares, and (b) $43 million aggregate principal amount of 7.25% senior notes due November 2025 for $39 million aggregate
principal amount of 4.625% Senior Guaranteed Exchangeable Bonds.  In the year ended December 31, 2022, as a result of the
2022 Private Exchange, we recognized a gain of $6 million ($0.01 per diluted share), with no tax effect, associated with the
retirement of debt.  Additionally, we sold $188 million aggregate principal amount of 4.625% Senior Guaranteed Exchangeable
Bonds and issued 15.5 million warrants to purchase Transocean Ltd. shares for aggregate net cash proceeds of $188 million.
 We may redeem for cash all or a portion of the 4.625% Senior Guaranteed Exchangeable Bonds on or after March 30, 2026 at a
price equivalent to the aggregate principal amount to be redeemed if the closing price of our shares has been greater than
115 percent of the exchange price for a period of at least 20 trading days.  The initial carrying amount of the 4.625% Senior
Guaranteed Exchangeable Bonds, measured at the estimated fair value on the date of issuance, was $281 million.  We estimated
the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model and
by using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit
spreads of our debt and expected volatility of the market price for our shares.  See Note 13—Equity.
Debt repayment, redemption, and retirement
Early retirement—During the three years ended December 31, 2024, we retired certain notes for which the aggregate
principal amounts, cash payments and recognized gain or loss were as follows (in millions):
Years ended December 31, 
2024
2023
2022
   Tendered   Redeemed  
Total
Redeemed
Redeemed  Exchanged  
Total
  
5.52% Senior Secured Notes due May 2022
$
—
$
—
$
—
$
—
$
18
$
—
$
18
3.80% Senior Notes due October 2022
—
—
—
—
27
—
27
0.50% Exchangeable Senior Bonds due January 2023
—
—
—
—
18
73
91
5.375% Senior Secured Notes due May 2023
—
—
—
243
—
—
—
5.875% Senior Secured Notes due January 2024
—
—
—
311
—
—
—
7.75% Senior Secured Notes due October 2024
—
—
—
240
—
—
—
6.25% Senior Secured Notes due December 2024
—
—
—
250
—
—
—
6.125% Senior Secured Notes due August 2025
—
—
—
336
—
—
—
7.25% Senior Notes due November 2025
249
105
354
—
14
43
57
7.50% Senior Notes due January 2026
—
569
569
—
—
—
—
11.50% Senior Guaranteed Notes due January 2027
596
91
687
—
—
—
—
8.00% Senior Notes due February 2027
—
87
87
—
—
—
—
Aggregate principal amount of debt retired
$
845
$
852
$ 1,697
$ 1,380
$
77
$
116
$
193
Aggregate cash payment
$
886
$
862
$ 1,748
$ 1,402
$
75
$
—
$
75
Aggregate principal amount of debt issued in exchanges
$
—
$
—
$
—
$
—
$
—
$
112
$
112
Aggregate fair value of warrants issued in exchanges
$
—
$
—
$
—
$
—
$
—
$
5
$
5
Aggregate net gain (loss)
$
144
$
17
$
161
$
(32)
$
2
$
6
$
8
Additionally, in the year ended December  31, 2023, we recognized a net gain of $1  million associated with the
retirement of $41 million aggregate principal amount of 4.625% Senior Guaranteed Exchangeable Bonds exchanged by holders
in October 2023.
Scheduled maturities and installments—On the scheduled maturity date of January  30, 2023, we made a cash
payment of $49  million to repay an equivalent aggregate principal amount of the outstanding 0.50%  Exchangeable Senior
Bonds.   In the years ended December  31, 2024, 2023 and 2022, we made an aggregate cash payment of $355  million,
$262 million and $479 million, respectively, to repay other indebtedness in scheduled installments.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 58 -
NOTE 9—BENEFIT PLANS
Defined contribution plans
We sponsor defined contribution plans for our employees in most markets in which we operate worldwide, the most
significant of which were as follows: (1) a qualified savings plan covering certain eligible employees working in the U.S.,
(2) various savings plans covering eligible employees working in Norway and (3) a non-qualified savings plan covering certain
eligible expatriate employees.  In the years ended December 31, 2024, 2023 and 2022, we recognized expense of $63 million,
$58 million and $61 million, respectively, related to our defined contribution plans and recorded in the same financial statement
line item as cash compensation paid to the respective employees.
Defined benefit pension and other postemployment benefit plans
Overview—As of December 31, 2024, we had three funded and three unfunded defined benefit plans in the U.S. (the
“U.S.  Plans”) and one  funded defined benefit plan in the United Kingdom (the “U.K.  Plan”).   We also 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.  We maintain the benefit obligations under our defined benefit
plans until they are fully satisfied.
Net periodic benefit costs—We estimated our net periodic benefit costs using the following weighted average
assumptions:
Year ended December 31, 2024
Year ended December 31, 2023
Year ended December 31, 2022
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
U.S.
U.K.
 
OPEB
   
Plans
   
Plan
   
Plans
   
Plans
   
Plan
   
Plans
   
Plans
   
Plan
   
Plans
Discount rate
4.88 % 
4.50 % 
4.80 % 
5.06 % 
4.80 % 
4.92 % 
2.92 % 
1.90 % 
1.83 % 
Expected rate of return
6.51 % 
5.10 % 
na
6.41 % 
5.00 % 
na
4.81 % 
2.00 % 
na
“na” means not applicable.
The components of net periodic benefit costs, recognized in other income and expense, were as follows (in millions):
Year ended December 31, 2024
Year ended December 31, 2023
Year ended December 31, 2022
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
 
 
Plans
  
Plan
  
Plans
  
Total
  
Plans
  
Plan
  
Plans
  
Total
  
Plans
  
Plan
  
Plans
  
Total
  
Net periodic benefit costs
Interest cost
$
63
$
9
$
—
$
72
$
65
$
9
$
—
$
74
$
50
$
6
$
—
$
56
Expected return on plan assets
(86)
(11)
—
(97)
(84)
(11)
—
(95)
(65)
(7)
—
(72)
Special termination benefits
—
—
2
2
—
—
—
—
—
—
—
—
Settlements and curtailments
—
—
(2)
(2)
—
—
—
—
—
—
—
—
Actuarial loss, net
1
2
—
3
—
2
—
2
5
—
—
5
Prior service gain, net
—
—
(1)
(1)
—
—
(2)
(2)
—
—
(2)
(2)
Net periodic benefit costs
(income)
$
(22) $
—
$
(1) $
(23)
$
(19) $
—
$
(2) $
(21)
$
(10) $
(1) $
(2) $
(13)
Funded status—We estimated our benefit obligations using the following weighted-average assumptions:
December 31, 2024
December 31, 2023
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
 
Plans
   
Plan
   
Plans
   
Plans
   
Plan
   
Plans
 
Discount rate
5.58 % 
5.60 % 
5.02 % 
4.88 % 
4.50 % 
4.80 % 

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 59 -
The changes in funded status, balance sheet classifications and accumulated benefit obligations were as follows
(in millions):
Year ended December 31, 2024
Year ended December 31, 2023
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
 
    
Plans
    
Plan
    
Plans
    
Total
    
Plans
    
Plan
    
Plans
    
Total
 
Change in projected benefit obligation
Projected benefit obligation, beginning of period
  $ 1,328
$
208
$
8
$ 1,544
$ 1,307
$
188
$
10
$
1,505
Actuarial (gain) loss, net
(97)
(27)
2
(122)
32
11
—
43
Interest cost
63
9
—
72
65
9
—
74
Currency exchange rate (gain) loss
—
(2)
—
(2)
—
11
—
11
Benefits paid
(77)
(10)
(2)
(89)
(76)
(11)
(2)
(89)
Special termination benefits
—
—
2
2
—
—
—
—
Projected benefit obligation, end of period
1,217
178
10
1,405
1,328
208
8
1,544
Change in plan assets
Fair value of plan assets, beginning of period
1,211
239
—
1,450
1,143
232
—
1,375
Actual return (loss) on plan assets
30
(16)
—
14
138
6
—
144
Currency exchange rate gain (loss)
—
(3)
—
(3)
—
12
—
12
Employer contributions
—
—
2
2
6
—
2
8
Benefits paid
(77)
(10)
(2)
(89)
(76)
(11)
(2)
(89)
Fair value of plan assets, end of period
1,164
210
—
1,374
1,211
239
—
1,450
Funded status asset (liability), end of period
  $
(53) $
32
$
(10) $
(31) $
(117) $
31
$
(8) $
(94)
Balance sheet classification, end of period:
Pension asset, non-current
  $
41
$
32
$
—
$
73
$
—
$
31
$
—
$
31
Pension liability, current
(1)
—
(3)
(4)
(1)
—
(3)
(4)
Pension liability, non-current
(93)
—
(7)
(100)
(116)
—
(5)
(121)
Accumulated other comprehensive loss (income), before taxes
102
88
(1)
189
144
90
(6)
228
Accumulated benefit obligation, end of period
$ 1,217
$
178
$
10
$ 1,405
$ 1,328
$
208
$
8
$
1,544
Because our defined benefit plans no longer accrue benefits for participants, the projected benefit obligation is
equivalent to the accumulated benefit obligation.   Certain amounts related to plans with a projected benefit obligation and
accumulated benefit obligation in excess of plan assets were as follows (in millions):
December 31, 2024
December 31, 2023
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
 
    
Plans
    
Plan
    
Plans
    
Total
    
Plans
    
Plan
    
Plans
    
Total
 
Projected benefit obligation / accumulated benefit obligation
  $
100
$
—
$
10
$
110
$ 1,328
$
—
$
8
$ 1,336
Fair value of plan assets
6
—
—
6
1,211
—
—
1,211
The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows
(in millions):
December 31, 2024
December 31, 2023
 
U.S.
U.K.
OPEB
U.S.
U.K.
OPEB
 
    
Plans
    
Plan
    
Plans
    
Total
    
Plans
    
Plan
    
Plans
    
Total
 
Actuarial (gain) loss, net
  $
102
$
87
$
2
$
191
$
144
$
88
$
(1) $
231
Prior service cost (credit), net
—
1
(3)
(2)
—
2
(5)
(3)
Accumulated other comprehensive loss (income), before taxes
  $
102
$
88
$
(1) $
189
$
144
$
90
$
(6) $
228
Plan assets—The weighted-average target and actual allocations of assets for the funded defined benefit plans were as
follows:
December 31, 2024
December 31, 2023
 
Target allocation
Actual allocation
Target allocation
Actual allocation
 
U.S.
U.K.
U.S.
U.K.
U.S.
U.K.
U.S.
U.K.
 
    
Plans
    
Plan
    
Plans
    
Plan
    
Plans
    
Plan
    
Plans
    
Plan
 
Equity securities
— %
20 %
— %
26 %
38 %
20 %
37 %
21 %
Fixed income securities
99 %
73 %
99 %
65 %
62 %
73 %
62 %
72 %
Other investments
1 %
7 %
1 %
9 %
— %
7 %
1 %
7 %
Total
100 %
100 %
100 %
100 %
100 %
100 %
100 %
100 %
We periodically review our investment policies, plan assets and asset allocation strategies in conjunction with asset
performance relative to specified objectives.  For the U.S. Plans, we establish our asset allocation strategies by reviewing 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
United Kingdom 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.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 60 -
The investments for the funded defined benefit plans were categorized as follows (in millions):
December 31, 2024
 
Significant observable inputs
Significant other observable inputs
Total
 
U.S.
U.K.
U.S.
U.K.
U.S.
U.K.
 
    
Plans
    
Plan
    
Total
    
Plans
    
Plan
    
Total
    
Plans
    
Plan
    
Total
 
Mutual funds
Non-U.S. equity funds
$
4
$
—
$
4
$
—
$
55
$
55
$
4
$
55
$
59
Bond funds
1,149
—
1,149
2
136
138
1,151
136
1,287
Total mutual funds
1,153
—
1,153
2
191
193
1,155
191
1,346
Other investments
Cash and money market funds
9
2
11
—
—
—
9
2
11
Synthetic leveraged credit fund
—
—
—
—
17
17
—
17
17
Total other investments
9
2
11
—
17
17
9
19
28
Total investments
 
$ 1,162
$
2
$ 1,164
$
2
$
208
$
210
$ 1,164
$
210
$ 1,374
December 31, 2023
 
Significant observable inputs
Significant other observable inputs
Total
 
U.S.
U.K.
U.S.
U.K.
U.S.
U.K.
 
    
Plans
    
Plan
    
Total
    
Plans
    
Plan
    
Total
    
Plans
    
Plan
    
Total
 
Mutual funds
U.S. equity funds
 
$
316
$
—
$
316
$
—
$
—
$
—
$
316
$
—
$
316
Non-U.S. equity funds
139
—
139
—
51
51
139
51
190
Bond funds
746
—
746
4
171
175
750
171
921
Total mutual funds
1,201
—
1,201
4
222
226
1,205
222
1,427
Other investments
Cash and money market funds
6
1
7
—
—
—
6
1
7
Synthetic leveraged credit fund
—
—
—
—
16
16
—
16
16
Total other investments
6
1
7
—
16
16
6
17
23
Total investments
 
$ 1,207
$
1
$ 1,208
$
4
$
238
$
242
$ 1,211
$
239
$ 1,450
We estimated the fair values of the plan assets by applying the market approach, as categorized above, using either
(i) significant observable inputs, representative of Level 1 fair value measurements, including market prices of actively traded
funds, or (ii) significant other observable inputs, representative of Level 2 fair value measurements, including market prices of
the underlying securities in the trust funds.  The U.S. Plans and the U.K. Plan invest in passively and actively managed funds
that are referenced to or benchmarked against market indices.  The plan investment managers have discretion to select securities
within each asset category.  Given this discretion, the plans may occasionally hold positions in our debt or equity securities.
 Since 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 and benefit payments—In the years ended December 31, 2024, 2023 and 2022, we made an
aggregate contribution of $2  million, $8  million and $3  million, respectively, to the defined benefit pension plans and the
OPEB Plans using our cash flows from operations.  In the year ending December 31, 2025, we expect to make an aggregate
contribution of $11 million, including $8 million and $3 million to the defined benefit pension plans and the OPEB Plans,
respectively.
The projected benefits payments were as follows (in millions):
U.S.
U.K.
OPEB
 
    
Plans
    
Plan
    
Plans
    
Total
 
Years ending December 31,
2025
  $
84
$
7
$
3
$
94
2026
85
7
2
94
2027
85
7
1
93
2028
85
8
1
94
2029
85
9
1
95
2030 - 2034
430
60
2
492

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 61 -
NOTE 10—INCOME TAXES
Overview—Transocean  Ltd., a holding company and Swiss resident, is subject to Swiss federal, cantonal and
communal income tax.  For Swiss income taxes, however, qualifying net dividend income and net capital gains on the sale of
qualifying investments in subsidiaries are exempt from taxation.  Consequently, there is not a direct relationship between our
Swiss earnings before income taxes and our Swiss income tax expense.
Tax provision and rate—The components of our income tax provision (benefit) were as follows (in millions):
Years ended December 31, 
 
    
2024
    
2023
    
2022
 
Current tax expense (benefit)
  $
31
$
(5)
$
13
Deferred tax expense (benefit)
(42)
18
46
Income tax expense (benefit)
  $
(11)
$
13
$
59
In the years ended December  31, 2024, 2023 and 2022, our effective tax rate was 2.2  percent, (1.4)  percent and
(10.4) percent, respectively, based on loss before income tax expense (benefit).  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.
A reconciliation of the income tax benefit computed at the Swiss holding company federal effective rate of 7.83% and
our reported consolidated income tax expense (benefit) was as follows (in millions):
Years ended December 31, 
 
    
2024
    
2023
    
2022
 
Income tax benefit at Swiss federal statutory rate
  $
(40)
$
(74)
$
(44)
Earnings subject to rates different than the Swiss federal statutory rate
74
129
52
Changes in valuation allowance
208
(23)
79
Tax attribute expirations
185
—
—
Deemed profits taxes
12
11
10
Withholding taxes
4
5
12
Changes in unrecognized tax benefits, net
(4)
(37)
2
Changes due to organizational restructuring
(452)
—
(162)
Swiss Federal Act on Tax Reform and AHV Financing
—
—
96
Audit settlement
—
—
12
Other, net
2
2
2
Income tax expense (benefit)
  $
(11)
$
13
$
59
In the year ended December 31, 2024, as a result of operational and structural changes related to rig movements, we
remeasured our deferred tax assets and liabilities related to Luxembourg, resulting in an increase of our net deferred tax asset
from $8 million to $280 million, and such increase was substantially offset by an increase to our valuation allowance.
In January  2020, Switzerland made effective the Federal Act on Tax Reform and AHV Financing (“TRAF”).   In
March 2020, we entered into discussions with the Swiss tax authorities regarding the manner by which the TRAF applies to
certain Swiss subsidiaries, which allows us to access historic depreciation and costs related to financing assets not previously
deducted on Swiss tax returns, which can be apportioned to offset taxable income based on the remaining useful lives of the rigs
and financing assets.  In the three months ended December 31, 2021, we reached an agreement with the Swiss Tax authorities
regarding the TRAF treatment.   At December  31, 2024 and 2023, we had a deferred tax liability of $218  million and
$264  million, respectively, and a deferred tax asset of $1.05  billion and $1.21  billion, respectively, offset with a valuation
allowance of $909 million, associated with TRAF.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 62 -
Deferred taxes—The significant components of our deferred tax assets and liabilities were as follows (in millions):
December 31, 
 
   
2024
   
2023
 
Deferred tax assets
Net operating loss carryforwards
  $
1,541
$
1,264
Swiss historic depreciation and financing asset costs
1,053
1,210
Interest expense limitation
87
87
United Kingdom charter limitation
53
53
Accrued costs and expenses
20
47
Deferred revenues
22
—
Accrued payroll costs not currently deductible
12
16
Tax credits
5
4
Loss contingencies
3
4
Other
61
54
Valuation allowance
(2,089)
(1,884)
Total deferred tax assets, net of allowance
768
855
Deferred tax liabilities
Depreciation
(1,214)
(1,342)
Other
(8)
(9)
Total deferred tax liabilities
(1,222)
(1,351)
Deferred tax liabilities, net
  $
(454) $
(496)
We include taxes related to the earnings of all of our subsidiaries since we do not consider the earnings of any of our
subsidiaries to be indefinitely reinvested.
At December  31, 2024 and 2023, our deferred tax assets included U.S. tax credits of $5  million and $4  million,
respectively, which will expire between 2041 and 2043.  Deferred tax assets related to our net operating losses were generated
in various worldwide tax jurisdictions.  At December 31, 2024, our net deferred tax assets related to our net operating loss
carryforwards included $1,241 million, which do not expire, and $437 million, which will expire between 2025 and 2041.
As of December 31, 2024, 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.  Because such evidence
has limited our ability to consider other subjective evidence, we evaluate each jurisdiction separately.  We consider objective
evidence, such as contract backlog activity, in jurisdictions in which we have profitable contracts, and the ability to carryback
losses or utilize losses against potential exposures.  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, 2024 and 2023, due to uncertainty of realization, we had a valuation allowance of $2.09 billion and $1.88 billion,
respectively, on net operating losses and other deferred tax assets due to the uncertainty of realization.
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):
Years ended December 31, 
 
   
2024    
2023    
2022
 
Balance, beginning of period
  $
449
$
444
$
402
Additions for current year tax positions
13
45
28
Additions for prior year tax positions
11
5
62
Reductions related to statute of limitation expirations and changes in law
(19)
(14)
(13)
Reductions due to settlements
(30)
(5)
(5)
Reductions for prior year tax positions
(17)
(26)
(30)
Balance, end of period
  $
407
$
449
$
444
Our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax
expense, were as follows (in millions):
December 31, 
 
2024
   
2023
 
Unrecognized tax benefits, excluding interest and penalties
$
407
$
449
Interest and penalties
7
9
Unrecognized tax benefits, including interest and penalties
$
414
$
458
In the years ended December 31, 2024, 2023 and 2022, we recognized, as a component of our income tax provision,
expense of  $2 million, benefit of $18 million and expense of $6 million, respectively, related to interest and penalties associated
with our unrecognized

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 63 -
tax benefits.  As of December 31, 2024, we have unrecognized benefits of $414 million, including interest and penalties, against
which we have recorded net operating loss deferred tax assets of $372 million, resulting in net unrecognized tax benefits of
$42 million, including interest and penalties, that upon reversal would favorably impact our effective tax rate.  During the year
ending December 31, 2025, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or
decrease, 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.
Tax positions and returns—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 that are subject to
changes resulting from new legislation, interpretation or guidance.  From time to time, as a result of these changes, we may
revise previously evaluated tax positions, which could cause us to adjust our recorded tax assets and liabilities.  Tax authorities
in certain jurisdictions are examining our tax returns and, in some cases, have issued assessments.  We intend to defend our tax
positions vigorously.  Although we can provide no assurance as to the outcome of the aforementioned changes, examinations or
assessments, we do not expect the ultimate liability to have a material adverse effect on our consolidated statement of financial
position or results of operations; however, it could 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 May  2014, the Brazilian tax authorities issued an additional tax
assessment for the years  2009 and 2010.   We filed protests with the Brazilian tax authorities for the assessments and are
engaged in the appeals process, and a portion of two cases were favorably closed.  In the year ended December 31, 2024, our
remaining exposure decreased by BRL 219 million, equivalent to $35 million, following our confirmation of the applicability of
a law that allows taxpayers to reduce exposure associated with applicable penalties, interest and legal fees following the receipt
and confirmation of a specific type of administrative determination, such as we received.  As of December  31, 2024, the
remaining aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL  501  million,
equivalent to $81 million, and indirect tax of BRL 90 million, equivalent to $15 million.  We believe our returns are materially
correct as filed, and we are vigorously contesting these assessments.  An unfavorable outcome on these proposed assessments
could have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
NOTE 11—LOSS PER SHARE
The computation of basic and diluted loss per share was as follows (in millions, except per share data):
Years ended December 31, 
2024
2023
2022
 
Basic
Diluted   
Basic
Diluted   
Basic
Diluted
Numerator for loss per share
Net loss attributable to controlling interest
$
(512) $ (512) $
(954) $ (954) $
(621) $ (621)
Effect of convertible debt instruments, net of tax
—
(189)
—
—
—
—
Loss for per share calculation
$
(512) $ (701) $
(954) $ (954) $
(621) $ (621)
Denominator for loss per share
Weighted-average shares outstanding
850
850
768
768
699
699
Effect of convertible debt instruments
—
75
—
—
—
—
Weighted-average shares for per share calculation
850
925
768
768
699
699
Loss per share
$ (0.60) $ (0.76) $ (1.24) $ (1.24) $ (0.89) $ (0.89)
We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive
(in millions):
Years ended December 31, 
2024
2023
2022
Exchangeable bonds
45
151
128
Share-based awards
11
19
16
Warrants
6
10
-

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 64 -
NOTE 12—COMMITMENTS AND CONTINGENCIES
Service agreement obligations
We have long-term service agreements with original equipment manufacturers to provide services and parts, primarily
related to our pressure control systems and drilling systems.  We estimated the commitments for our service agreements based
on projected operating activity, and actual operating activity could differ from such estimates.  At December 31, 2024, the
aggregate future payments required under our service agreement obligations were as follows (in millions):
Service
agreement
    
obligations
Years ending December 31,
2025
  $
137
2026
143
2027
117
2028
73
2029
49
Thereafter
91
Total
  $
610
Letters of credit and surety bonds
At December 31, 2024 and 2023, we had outstanding letters of credit totaling $9 million and $16 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, 2024 and 2023, we also had outstanding surety bonds totaling
$147 million and $198 million, respectively, to secure customs obligations related to the importation of our rigs and certain
performance and other obligations.  At December 31, 2024 and 2023, the aggregate cash collateral held by institutions to secure
our letters of credit and surety bonds was $8 million and $7 million, respectively.
Legal proceedings
Asbestos litigation—In 2014, several of our subsidiaries were named, along with numerous other unaffiliated
defendants, in complaints 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.  One of
our subsidiaries has been named in similar complaints filed in Illinois, Missouri and California.  At December  31, 2024,
eight  plaintiffs have claims pending in Louisiana and 25  plaintiffs in the aggregate have claims pending in either Illinois,
Missouri, or California, 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 can provide
no assurance as to 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 was 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, 2024, the
subsidiary was a defendant in approximately 364  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 December 2021, the subsidiary and certain insurers agreed to a settlement of outstanding
disputes that provide the subsidiary with cash.  An earlier settlement, achieved in September 2018, provided the subsidiary with
cash and an annuity for which installments began in December 2024.  Together with a coverage-in-place agreement with certain
insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources 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 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.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 65 -
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 with
respect to all environmental matters, including all related pending legal proceedings, asserted legal claims and known potential
legal claims that are likely to be asserted, we do not expect the ultimate liability, if any, resulting from such matters, to have a
material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
NOTE 13—EQUITY
Share capital currency change—In May  2024, at our annual general meeting, shareholders approved
(a) redenominating the currency of our share capital from Swiss francs to U.S. dollars and (b) reducing the par value of our
shares for purposes of such redenomination.  As a result of the redenomination and reduction, made effective as of January 1,
2024, the par value of each of our shares was changed to $0.10 from CHF 0.10.
Share issuance—In June  2024, we issued 55.5  million Transocean  Ltd. shares with an aggregate fair value of
$297 million as partial consideration to acquire the outstanding 67.0 percent ownership interest in Orion.  In September 2023,
we issued 11.9  million Transocean  Ltd. shares with an aggregate fair value of $99  million to acquire the outstanding
80.0 percent ownership interests in Liquila (see Note 4—Unconsolidated Affiliates and Note 6—Long-Lived Assets).  In the
year ended December 31, 2023, we issued 65.1 million shares to certain holders that elected to exchange exchangeable bonds
under terms of the governing indentures (see Note 8—Debt).
We maintain an at-the-market equity offering program (the “ATM Program”).  We intend to use the net proceeds from
our ongoing ATM  Program for general corporate purposes, which may include, among other things, the repayment or
refinancing of indebtedness and the funding of working capital, capital expenditures, investments and additional balance sheet
liquidity.  In June 2021, we entered into an equity distribution agreement with a sales agent for the offer and sale of our shares,
with a maximum aggregate net offering price of up to $400 million, under the ATM Program.  In August 2022, we entered into
an equity distribution agreement with a sales agent for the offer and sale of our shares, with a maximum aggregate net offering
price of up to $435 million, under the ATM Program.  In the years ended December 31, 2024 and 2023, we did not issue any
shares under the ATM Program.  In the year ended December 31, 2022, we received aggregate cash proceeds of $263 million,
net of issue costs, for the aggregate sale of 61.0 million shares under the ATM Program.
Shares held by us—We and one of our subsidiaries hold Transocean Ltd. shares for future use to deliver shares in
connection with sales under the ATM Program and in connection with awards granted under our incentive plans or other rights
to acquire our shares.  At December 31, 2024, we and our subsidiary held 22.5 million and 42.5 million shares, respectively, and
at December 31, 2023, our subsidiary held 34.7 million shares.
Warrants—In September 2022, we issued 22.2 million warrants to purchase Transocean Ltd. shares.  The warrants
may be exercised by holders at any time prior to the close of business on March 13, 2026 at an exercise price equal to $3.71 per
share, subject to certain anti-dilutive adjustments, and at our election, such exercise may be settled by delivering cash,
Transocean Ltd. shares or a combination of cash and shares.  If at any time prior to expiration, the closing price of our shares
equals or exceeds $10.00 per share, subject to adjustment upon the occurrence of certain events, for a period of five consecutive
trading days, we will have the right to effect an exercise of all, but not less than all, of the warrants upon notice to holders.  The
initial carrying amount of the warrants, recorded in additional paid-in capital and measured at the estimated fair value on the
date of issuance, was $16 million, net of issue costs.  We estimated the fair value by employing a binomial lattice model and by
using significant other observable inputs, representative of Level 2 fair value measurements, including the expected volatility of
the market price for our shares.  At December 31, 2024, 22.2 million warrants were outstanding.
NOTE 14—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.  The compensation committee of our board of directors
determines the terms and conditions of the awards granted

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 66 -
under the Long-Term Incentive Plan.  At December 31, 2024, we had 138.2 million shares authorized and 36.4 million shares
available to be granted under the Long-Term Incentive Plan.  At December 31, 2024, the total unrecognized compensation cost
related to our unvested share-based awards was $35 million, which we expect to recognize 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.  Service-based stock options, once fully vested, are
typically exercisable during a seven-year period.  Performance awards are typically subject to a three-year measurement period
and typically vest in one aggregate installment following the ultimate determination date.
Service awards
Restricted share units—A restricted share unit subject to service requirements is a notional unit that is equivalent to
one share but has no voting rights until the underlying share is issued.  The following table summarizes unvested activity during
the year ended December 31, 2024 for service-based units granted under our incentive plan:
Number
Weighted-average  
of
grant-date fair value 
    
units
    
per unit
 
Unvested at January 1, 2024
9,560,008
$
5.01  
Granted
5,116,762
5.29
Vested
(6,727,943)
4.78
Forfeited
(289,799)
5.52
Unvested at December 31, 2024
7,659,028
$
5.44
In the year ended December 31, 2024, the service-based units that vested had an aggregate grant-date fair value of
$32  million.   In the years ended December  31, 2023 and 2022, we granted 3,744,049  and 6,768,943  service-based units,
respectively, with a per unit weighted-average grant-date fair value of $7.23 and $3.60, respectively.   In the years ended
December 31, 2023 and 2022, we had 6,200,155 and 5,075,374 service-based units, respectively, that vested with an aggregate
grant-date fair value of $18 million.
Stock options—The following table summarizes activity during the year ended December 31, 2024 for vested service-
based stock options outstanding under our incentive plan:
Weighted-average
 
Number
Weighted-average
remaining
Aggregate
 
of shares
exercise price
contractual term
intrinsic value
 
     under option     
per share
    
(years)
    
(in millions)
 
Outstanding at January 1, 2024
4,083,929
$
9.54
3.92
$
—
Forfeited
(14,595)
10.95
Outstanding at December 31, 2024
4,069,334
$
9.53
2.93
$
—
Vested and exercisable at December 31, 2024
4,069,334
$
9.53
2.93
$
—
At December 31, 2024 and 2023, there were no outstanding unvested stock options to purchase our shares.  In the year
ended December 31, 2022, the stock options that vested had an aggregate grant-date fair value of $4 million.
Performance awards
Restricted share units—A restricted share unit subject to performance requirements is a notional unit for which the
awarded number of shares to be issued per unit remains uncertain until quantified as of the ultimate determination date
following completion of the performance period. The following table summarizes unvested activity during the year ended
December 31, 2024 for performance-based units under our incentive plan:
Number
Weighted-average  
of
grant-date fair value 
    
units
    
per unit
 
Unvested at January 1, 2024
5,432,149
$
4.91
Granted
2,687,268
5.10
Vested
(4,429,028)
4.67
Forfeited
(194,464)
5.47
Unvested at December 31, 2024
3,495,925
$
5.78
In the years ended December 31, 2024, the performance-based units that vested had an aggregate grant-date fair value
of $21 million.  In the years ended December 31, 2023 and 2022, we granted 1,912,292 and 3,519,857 performance-based units,
respectively, with a per unit weighted-average grant-date fair value of $6.74 and $3.91, respectively.   In the years ended
December  31, 2023 and 2022, we had 3,025,512  and 2,363,878  performance-based units, respectively, that vested with an
aggregate grant-date fair value of $11 million and $5 million, respectively.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 67 -
NOTE 15—SUPPLEMENTAL SEGMENT INFORMATION
Our Chief Executive Officer serves as our chief operating decision maker (“CODM”) and assesses performance for
and allocates resources for our single contract drilling services segment based on our consolidated net income or loss, as
presented on our consolidated statements of operations.  The significant segment expense categories regularly provided to our
CODM includes our operating and maintenance costs and our general and administrative costs, as presented on our consolidated
statements of operations.   Other segment items included in our consolidated net income or loss include depreciation and
amortization, loss on impairment of assets, gain or loss on disposal of assets, interest expense, net of amounts capitalized, and
income tax expense or benefit.  Additionally, our CODM reviews our segment assets, as presented on our consolidated balance
sheets.
Our CODM uses our consolidated results of operations to evaluate income or loss generated from segment assets, or
return on assets, to make decisions to deploy cash flows from operations for reinvestment in our contract drilling services
segment or for other uses, such as for acquisitions, debt and equity investments, liability management or to pay dividends to our
shareholders.  Consolidated results of operations are used to monitor actual results relative to historical, budgeted and forecasted
results and to assess segment performance against our peers.
NOTE 16—SUPPLEMENTAL BALANCE SHEET INFORMATION
Other current liabilities were comprised of the following (in millions):
December 31, 
 
    
2024
    
2023
 
Other current liabilities
Accrued employee benefits and payroll-related liabilities
  $
136
$
145
Accrued interest
134
146
Accrued taxes, other than income
39
47
Finance lease liability
47
43
Operating lease liabilities
7
12
Deferred revenues
231
165
Contingent liabilities
94
116
Other
3
7
Total other current liabilities
  $
691
$
681
Other long-term liabilities were comprised of the following (in millions):
December 31, 
 
    
2024
    
2023
 
Other long-term liabilities
Postemployment benefit plan obligations
  $
100
$
121
Finance lease liability
224
276
Operating lease liabilities
88
108
Income taxes payable
65
80
Deferred revenues
212
233
Other
40
40
Total other long-term liabilities
  $
729
$
858
NOTE 17—SUPPLEMENTAL CASH FLOW INFORMATION
The reconciling adjustments of our net cash provided by operating activities that were attributable to the net change in
other operating assets and liabilities were as follows (in millions):
Years ended December 31,   
     2024      2023      2022  
Changes in other operating assets and liabilities
Increase in accounts receivable
  $ (94)
$ (99)
$ (15)
Increase in other assets
(100)
(98)
(12)
Increase (decrease) in accounts payable and other current liabilities
(91)
135
8
Decrease in other long-term liabilities
(2)
(7)
(2)
Change in income taxes receivable / payable, net
(19)
(36)
(42)
Change in receivables from / payables to affiliates, net
9
(8)
(12)
  $ (297)
$ (113)
$ (75)

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 68 -
Additional cash flow information was as follows (in millions):
Years ended December 31, 
 
    
2024
    
2023
    
2022
 
Certain cash operating activities
Cash payments for interest
  $
521
$
408
$
355
Cash payments for income taxes
60
41
66
Noncash investing and financing activities
Capital additions accrued at end of period
(a)
$
23
$
36
$
31
Capital additions acquired in exchange for debt
(b)
—
—
382
Acquisition of outstanding ownership interests in exchange for shares and debt
(c)
431
99
—
Debt investment exchanged for additional equity ownership interests
(d)
—
37
—
Finance lease installments settled with credits issued to customer
(e)
40
44
41
Shares issued in exchanges of exchangeable bonds
(f)
—
434
—
Debt and warrants issued in exchange transactions
(g)
—
—
110
(a)
Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period.
 See Note 6—Long-Lived Assets.
(b)
In the year ended December 31, 2022, we borrowed an aggregate principal amount of $439 million under the Shipyard Loans to satisfy a
portion of the final milestone payments due upon delivery of Deepwater Atlas and Deepwater Titan and recorded the initial carrying
amount, net of imputed interest, with a corresponding entry to construction in progress, recorded in property and equipment.  See Note 6
—Long-Lived Assets and Note 8—Debt.
(c)
In June 2024, we issued 55.5 million Transocean Ltd. shares and $130 million aggregate principal amount of 8.00% Senior Notes to
acquire the outstanding ownership interest in Orion.  In September 2023, we issued 11.9 million Transocean Ltd. shares to acquire the
outstanding ownership interest in Liquila.  See Note 4—Unconsolidated Affiliates, Note 6—Long-Lived Assets and Note 13—Equity.
(d)
In September  2023, we agreed to exchange borrowings due to us under a financing arrangement with Orion for additional equity
ownership interests in Orion.  See Note 4—Unconsolidated Affiliates.
(e)
In the years ended December 31, 2024, 2023 and 2022, we agreed to settle installments due to the lessor under our finance lease by
issuing corresponding credits to our customer for amounts due to us under the drilling contract.  See Note 7—Leases.
(f)
In the year ended December 31, 2023, we issued 65.1 million Transocean Ltd. shares to certain holders that elected to exchange the
2.50% Senior Guaranteed Exchangeable Bonds, the 4.00% Senior Guaranteed Exchangeable Bonds and the 4.625% Senior Guaranteed
Exchangeable Bonds.  See Note 8—Debt and Note 13—Equity.
(g)
In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued $112 million aggregate principal amount
of 4.625% Senior Guaranteed Exchangeable Bonds with an estimated fair value of $105 million and 6.7 million warrants to purchase
Transocean Ltd. shares with an estimated fair value of $5 million.  See Note 8—Debt and Note 13—Equity.
NOTE 18—FINANCIAL INSTRUMENTS
Overview—The carrying amounts and fair values of our financial instruments were as follows (in millions):
December 31, 2024
December 31, 2023
 
Carrying
Fair
Carrying
Fair
 
    
amount
    
value
    
amount
    
value
 
Cash and cash equivalents
  $
560
$
560
$
762
$
762
Restricted cash and cash equivalents
381
381
233
233
Total debt
6,881
6,888
7,413
7,308
Cash and cash equivalents—Our cash and cash equivalents are primarily invested in demand deposits, short-term
time deposits and money market funds.  The carrying amount of our cash and cash equivalents represents the historical cost,
plus accrued interest, which approximates fair value because of the short maturities of the instruments.
Restricted cash and cash equivalents—Our restricted cash and cash equivalents, which are subject to restrictions due
to collateral requirements, legislation, regulation or court order, are primarily invested in demand deposits and money market
funds.  The carrying amount of our restricted cash and cash equivalents represents the historical cost, plus accrued interest,
which approximates fair value because of the short maturities of the instruments.
Total debt—The carrying amount of our total debt represents the principal amount, contractual interest payments of
previously restructured debt and unamortized discounts, premiums and issue costs.  The carrying amount and fair value of our
total debt includes amounts related to certain exchangeable debt instruments (see Note 8—Debt).  We estimated the fair value of
our total debt using significant other observable inputs, representative of Level 2 fair value measurements, including the terms
and credit spreads for the instruments and, with respect to the exchangeable debt instruments, the expected volatility of the
market price for our shares.

Table of Contents
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
- 69 -
NOTE 19—RISK CONCENTRATION
Interest rate risk—We are exposed to the interest rate risk related to our fixed-rate debt when we refinance maturing
debt with new debt or when we early retire debt in open market repurchases, exchanges or other market transactions.  We are
also exposed to interest rate risk related to our restricted and unrestricted cash equivalents, as the interest income earned on
these investments is based on variable or short-term interest rates, which change with market interest rates.
Equity price risk—We are exposed to equity price risk primarily related to the bifurcated compound exchange feature
contained within the indenture governing the 4.625% Senior Guaranteed Exchangeable Bonds.  The market price of our shares
is the primary driver of the fair value of the exchange feature.  An increase or decrease to the market price of our shares yields
an increase or decrease to the carrying amount of the exchange feature, recorded as a component of our debt, and a
corresponding change to interest expense.
Currency exchange rate risk—We are exposed to currency exchange rate risk primarily related to contract drilling
revenues, employee compensation costs and purchasing costs that are denominated in currencies other than our functional
currency, the U.S. dollar.  To minimize the exposure to currency exchange rate risk, we use a variety of techniques, including
structuring customer payment terms and occasionally entering into forward exchange contracts.   We structure customer
contracts, as our primary tool to manage currency exchange rate risk, to provide for payment in both U.S. dollars and local
currency where the local currency portion is based on our anticipated local currency requirements over the contract term.  Due
to various factors, including customer acceptance, local banking laws, national content requirements, other statutory
requirements, currency liquidity, local inflation and revenue efficiency, actual local currency needs may vary from those
realized 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—We are exposed to concentrations of credit risk primarily related to our restricted and unrestricted cash
and cash equivalents and customer receivables.  We generally maintain our restricted and unrestricted cash and cash equivalents
in time deposits at commercial banks with high credit ratings or mutual funds, which invest exclusively in high-quality money
market instruments, and because we limit the amount of exposure to any one institution, we do not believe we are exposed to
any significant credit risk.   Our customer receivables, dispersed across various countries, are due from integrated energy
companies, government-owned or government-controlled energy companies and other independent energy companies.  For such
receivables, we establish an allowance for credit losses by applying an expected loss rate based on current, forecasted and
historical experience.  Although we have encountered only isolated credit concerns related to independent energy companies,
we occasionally require collateral or other security to support customer receivables.   Additionally, in certain infrequent
instances, when we determine that collection is uncertain, we may offer extended payment terms and recognize revenues
associated with the contract on a cash basis.
Labor agreements—At December 31, 2024, we had a global workforce of approximately 5,800 individuals, including
approximately 330 contractors.  Approximately 43 percent of our total workforce, working primarily in Brazil and Norway, is
represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially all of which
are subject to annual salary negotiations.  Negotiations for annual salary or other labor matters could result in higher personnel
or other costs or increased operational restrictions or disruptions.  The outcome of any such negotiation generally affects the
market for all offshore employees, not only union members.  A failure to reach an agreement on certain key issues could result
in strikes, lockouts or other work stoppages.

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- 70 -
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 U.S. Securities Exchange Act of
1934 is (1) accumulated and communicated to our management, including our Chief Executive Officer, who is our principal
executive officer, and our Chief Financial Officer, who is our principal financial officer, to allow timely decisions regarding
required disclosure and (2)  recorded, processed, summarized and reported within the time periods specified in the U.S.
Securities and Exchange Commission’s rules and forms.  Under the supervision and with the participation of management,
including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of
December 31, 2024.
Internal control over financial reporting—There were no changes to our internal control over financial reporting
during the quarter ended December  31, 2024 that have materially affected or are reasonably likely to materially affect our
internal control over financial reporting.   See “Management’s Report on Internal Control Over Financial Reporting” and
“Report of Independent Registered Public Accounting Firm,” included in Item 8 of this annual report.
ITEM 9B.OTHER INFORMATION
During the three  months ended December  31, 2024, no director or officer of Transocean adopted or terminated a
“Rule  10b5-1 trading arrangement” or “non-Rule  10b5-1 trading arrangement,” as each term is defined in Item  408(a) of
Regulation S-K.
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.EXECUTIVE COMPENSATION
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
ITEM 13.CERTAIN 
RELATIONSHIPS, 
RELATED 
TRANSACTIONS, 
AND 
DIRECTOR
INDEPENDENCE
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our definitive proxy
statement for our 2025  annual general meeting of shareholders, which will be filed with the U.S. Securities and Exchange
Commission pursuant to Regulation 14A under the U.S. Securities Exchange Act of 1934 within 120 days of December 31,
2024.  Certain information with respect to our executive officers is set forth in Part I of this annual report under the caption
“Executive Leadership.”

Table of Contents
- 71 -
PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)
INDEX TO FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
EXHIBITS
(1) Index to Financial Statements
Included in Part II of this report:
Page
Management’s Report on Internal Control Over Financial Reporting
37
Reports of Independent Registered Public Accounting Firm (PCAOB ID 00042)
38
Consolidated Statements of Operations
41
Consolidated Statements of Comprehensive Loss
42
Consolidated Balance Sheets
43
Consolidated Statements of Equity
44
Consolidated Statements of Cash Flows
45
Notes to Consolidated Financial Statements
46
Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the
significance test.
(2) Financial Statement Schedules
TRANSOCEAN LTD. AND SUBSIDIARIES
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Years ended December 31, 
   
   
2024
  
2023
  
2022
 
Allowance for credit losses
Balance, beginning of period
$
2
$
2
$
2
Additions: charged to cost and expenses
—
—
—
Additions: charged to other accounts
—
—
—
Deductions
—
—
—
Balance, end of period
$
2
$
2
$
2
Allowance for excess materials and supplies
Balance, beginning of period
$
198
$
199
$
183
Additions: charged to cost and expenses
7
6
16
Additions: charged to other accounts
—
—
—
Deductions
(a)
(27)
(7)
—
Balance, end of period
$
178
$
198
$
199
Valuation allowance on deferred tax assets
Balance, beginning of period
$
1,884
$
1,910
$
1,820
Additions: charged to cost and expenses
208
—
79
Additions: charged to other accounts
(b)
—
—
11
Deductions
(b)
(3)
(26)
—
Balance, end of period
$
2,089
$
1,884
$
1,910
(a)
Amount related to materials and supplies on rigs and related assets sold or classified as held for sale.
(b) Amount related to adjustments to other deferred tax assets with valuation allowances.
(3) Exhibits
The following exhibits are filed or furnished herewith, as indicated, or incorporated by reference to the location indicated:
Number
Description
Location
3.1
Articles of Association of Transocean Ltd.
Exhibit  3.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
June 28, 2024
9

Table of Contents
- 72 -
Number
Description
Location
3.2
Organizational Regulations of Transocean  Ltd., amended effective
as of August 15, 2024
Exhibit  3.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
August 20, 2024
4.1
Description of Securities Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
Filed herewith
4.2
Indenture, dated as of February 26, 2021, by and among Transocean
International  Limited, the guarantors and Wells Fargo Bank,
National Association
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
February 26, 2021
4.3
Credit Agreement, dated June  22, 2018, among Transocean
International Limited, the lenders parties thereto and Citibank, N.A.,
as administrative agent and collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  000-53533) filed on
June 27, 2018
4.3.1
Increase of Commitments and First Amendment to Credit
Agreement, 
dated 
May 
13, 
2019, 
among 
Transocean
International Limited, the lenders and issuing banks parties thereto,
Citibank, N.A., as administrative agent, and for the limited purposes
set forth therein, Transocean Ltd. and certain of its subsidiaries
Exhibit  10.1 to Transocean  Ltd.’ s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
May 13, 2019
4.3.2
Increase of Commitments, Second Amendment to Credit Agreement
and First Amendment to Guaranties, dated July  15, 2019, among
Transocean International  Limited, the lenders and issuing banks
parties thereto, Citibank, N.A., as administrative agent, and for the
limited purposes set forth therein, Transocean Ltd. and certain of its
subsidiaries
Exhibit  10.1 to Transocean  Ltd.’ s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
July 15, 2019
4.3.3
Curative Agreement, dated September  24, 2019, between
Transocean 
International 
Limited 
and 
Citibank, 
N.A., 
as
administrative agent for the lenders under the Credit Agreement
dated June 22, 2018, as amended
Exhibit  10.2 to Transocean  Ltd.’ s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended September 30, 2019
4.3.4
Increase of Commitments and Third Amendment to Credit
Agreement, dated December  23, 2019, among Transocean
International Limited, the lenders and issuing banks parties thereto,
Citibank, N.A., as administrative agent, and for the limited purposes
set forth therein, Transocean Ltd. and certain of its subsidiaries
Exhibit  4.6 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2019
4.3.5
Fourth Amendment to Credit Agreement, dated November 30, 2020,
among Transocean International  Limited, the lenders and issuing
banks parties thereto, Citibank,  N.A., as administrative agent, and
for the limited purposes set forth therein, certain of Transocean
International Limited’s subsidiaries
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
December 1, 2020
4.3.6
Fifth Amendment to Credit Agreement, dated July 27, 2022, among
Transocean International Limited, the lenders and issuing banks
parties thereto, Citibank, N.A., as administrative agent, and for the
limited purposes set forth therein, Transocean Ltd. and certain of
Transocean International Limited’s subsidiaries
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
August 1, 2022
4.3.7
Sixth Amendment to Credit Agreement, dated April 18, 2024,
among Transocean International Limited, the lenders parties thereto,
Citibank, N.A. as administrative agent and collateral agent, and for
the limited purposes set forth therein, Transocean Ltd. and certain of
Transocean International Limited’s subsidiaries
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
April 18, 2024
4.4
Indenture, dated as of April  15, 1997, between Transocean
Offshore Inc. and Texas Commerce Bank National Association, as
trustee
Exhibit 4.1 to Transocean Offshore Inc.’s Current Report
on Form 8-K (Commission File No. 001-07746) filed on
April 30, 1997
4.4.1
First Supplemental Indenture, dated as of April 15, 1997, between
Transocean 
Offshore 
Inc. 
and 
Texas 
Commerce 
Bank
National Association, as trustee, supplementing the Indenture dated
as of April 15, 1997
Exhibit 4.2 to Transocean Offshore Inc.’s Current Report
on Form 8-K (Commission File No. 001-07746) filed on
April 30, 1997
4.4.2
Second Supplemental Indenture, dated as of May 14, 1999, between
Transocean Offshore (Texas)  Inc., Transocean Offshore  Inc. and
Chase Bank of Texas, National Association, as trustee
Exhibit  4.5 to Transocean Offshore  Inc.’s Post-Effective
Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-59001-99) filed on June 29, 1999
4.4.3
Fifth Supplemental Indenture, dated as of December  18, 2008,
among Transocean Ltd., Transocean International Limited and The
Bank of New York Mellon Trust Company, N.A., as trustee
Exhibit  4.4 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  333-75899) filed on
December 19, 2008
4.4.4
Form of 7.45% Notes due April 15, 2027
Exhibit 4.3 to Transocean Offshore Inc.’s Current Report
on Form 8-K (Commission File No. 001-07746) filed on
April 30, 1997

Table of Contents
- 73 -
Number
Description
Location
4.4.5
Form of 8.00% Debentures due April 15, 2027
Exhibit 4.4 to Transocean Offshore Inc.’s Current Report
on Form 8-K (Commission File No. 001-07746) filed on
April 30, 1997
4.4.6
Officers’ Certificate establishing the terms of the 7.50% Notes due
April 15, 2031
Exhibit  4.3 to Transocean Sedco Forex  Inc.’s Current
Report on Form  8-K (Commission File No.  333-75899)
filed on April 9, 2001
4.4.7
Officers’ Certificate establishing the terms of the 7.375% Notes due
April 15, 2018
Exhibit  4.14 to Transocean Sedco Forex  Inc.’s Annual
Report on Form 10-K (Commission File No. 333-75899)
for the year ended December 31, 2001
4.5
Indenture, dated as of September  1, 1997, between Global
Marine Inc. and Wilmington Trust Company, as Trustee, relating to
Debt Securities of Global Marine Inc.
Exhibit 4.1 of Global Marine Inc.’s Registration Statement
on Form S-4 (No. 333-39033) filed on October 30, 1997
4.5.1
First  Supplemental Indenture, dated as of June  23, 2000, between
Global Marine  Inc. and Wilmington Trust  Company, as Trustee,
relating to Debt Securities of Global Marine Inc.
Exhibit 4.2 of Global Marine Inc.’s Quarterly Report on
Form  10-Q (Commission File No.  001-05471) for the
quarter ended June 30, 2000
4.5.2
Second  Supplemental Indenture, dated as of November  20, 2001,
between Global Marine  Inc. and Wilmington Trust  Company, as
Trustee, relating to Debt Securities of Global Marine Inc.
Exhibit 4.2 to GlobalSantaFe Corporation’s Annual Report
on Form 10-K (Commission File No. 001-14634) for the
year ended December 31, 2004
4.5.3
Third Supplemental Indenture, dated as of July  29, 2019, among
Global Marine  Inc, Transocean International  Limited and
Wilmington Trust Company, as trustee, relating to Debt Securities of
Global Marine Inc.
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
July 29, 2019
4.5.4
Form of 7% Note Due 2028
Exhibit  4.2 of Global Marine  Inc.’s Current Report on
Form  8-K (Commission File No.  001-05471) filed on
May 22, 1998
4.5.5
Terms of 7% Notes Due 2028
Exhibit  4.1 of Global Marine  Inc.’s Current Report on
Form  8-K (Commission File No.  001-05471) filed on
May 22, 1998
4.6
Indenture, dated as of December  11, 2007, between Transocean
International Limited and Wells Fargo Bank, National Association
Exhibit 4.36 to Transocean International Limited’s Annual
Report on Form 10-K (Commission File No. 333-75899)
for the year ended December 31, 2007
4.6.1
First  Supplemental Indenture, dated as of December  11, 2007,
between Transocean International  Limited and Wells Fargo Bank,
National Association
Exhibit 4.37 to Transocean International Limited’s Annual
Report on Form 10-K (Commission File No. 333-75899)
for the year ended December 31, 2007
4.6.2
Third  Supplemental Indenture, dated as of December  18, 2008,
among Transocean Ltd., Transocean International Limited and Wells
Fargo Bank, National Association, as trustee
Exhibit  4.3 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  333-75899) filed on
December 19, 2008
4.6.3
Fourth  Supplemental Indenture, dated as of September  21, 2010,
among Transocean Ltd., Transocean International Limited and Wells
Fargo Bank, National Association, as trustee
Exhibit  4.1 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  000-53533) for the
quarter ended September 30, 2010
4.6.4
Fifth Supplemental Indenture, dated as of December 5, 2011, among
Transocean Ltd., Transocean International Limited and Wells Fargo
Bank, National Association, as trustee
Exhibit  4.3 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  000-53533) filed on
December 5, 2011
4.6.5
Sixth  Supplemental Indenture, dated as of September  13, 2012,
among Transocean International Limited, Transocean Ltd. and Wells
Fargo Bank, National Association, as trustee
Exhibit  4.3 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  000-53533) filed on
September 13, 2012
4.7
Registration Rights Agreement, dated as of January 30, 2018, among
Transocean Ltd., Transocean International Limited, and the security
holders named therein
Exhibit  4.3 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  000-53533) filed on
January 30, 2018
4.7.1
Amendment to Registration Rights Agreement, dated as of
August  14, 2020, by and among Transocean  Ltd., Transocean
International Limited and Perestroika (Cyprus) Ltd.
Exhibit 4.2 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
August 14, 2020
4.8
Indenture, 
dated 
February 
1, 
2019, 
by 
and 
among
Transocean  Poseidon Limited, the Guarantors and Wells Fargo
Bank, National Association, as trustee and collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
February 1, 2019
4.9
Indenture, dated January  17, 2020, by and among Transocean
International Limited, the guarantors party thereto and Wells Fargo
Bank, National Association
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
January 17, 2020
4.10
Indenture, dated as of September  30, 2022, by and among
Transocean International Limited, the Guarantors and Truist Bank,
as trustee
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
September 30, 2022

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- 74 -
Number
Description
Location
4.11
Warrant Agreement, dated as of September 30, 2022, by and among
Transocean 
International 
Limited, 
Transocean 
Ltd. 
and
Computershare  Inc. and Computershare Trust Company,  N.A., as
warrant agent
Exhibit  4.2 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-3873) filed on
September 30, 2022
4.12
Indenture, dated as of January 17, 2023, among Transocean Titan
Financing Limited, the Guarantors and Truist Bank, as trustee and
collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
January 17, 2023
4.12.1
First Supplemental Indenture, dated as of May  8, 2024, among
Transocean Titan Financing  Limited, the Guarantors and Truist
Bank, as trustee and collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-138373) filed on
May 8, 2024
4.13
Indenture, dated as of January  31, 2023, among Transocean
International  Limited, the Guarantors named therein and Truist
Bank, as trustee and collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
January 31, 2023
4.13.1
First Supplemental Indenture, dated as of January 26, 2024, by and
among Transocean International Limited, the Additional Guarantors,
the Note Parties and Truist Bank, as trustee and collateral agent,
supplementing the Indenture dated as of January 31, 2023
Exhibit  4.16.1 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2023
4.13.2
Second Supplemental Indenture, dated as of May 30, 2024, by and
among Transocean International Limited, the Additional Guarantors,
the Note Parties and Truist Bank, as trustee and collateral agent,
supplementing the Indenture dated as of January 31, 2023
Exhibit  4.3 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended June 30, 2024
4.14
Indenture, dated as of October  11, 2023, among Transocean
Aquila  Limited, the Guarantors and Truist Bank, as trustee and
collateral agent
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
October 11, 2023
4.14.1
First Supplemental Indenture, dated as of March 18, 2024, by and
among Transocean Aquila Limited, the Additional Guarantors, the
Note Parties and Truist Bank, as trustee and collateral agent,
supplementing the Indenture dated as of October 11, 2023
Exhibit  4.2 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended March 31, 2024
4.15
Indenture, dated as of April 18, 2024, by and among Transocean
International Limited, the Guarantors and Truist Bank, as trustee.
Exhibit  4.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
April 18, 2024
4.16
Registration Rights Agreement dated June 28, 2024 by and among
the Company and Hayfin
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
June 28, 2024
10.1
Shipyard Credit Agreement for Deepwater Atlas, dated as of June 5,
2021, by and between Jurong Shipyard Pte.  Ltd. and Transocean
Offshore Deepwater Holdings Limited
Exhibit  10.2 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended June 30, 2021
10.2
Shipyard Credit Agreement for Deepwater Titan, dated as of June 5,
2021, by and between Jurong Shipyard Pte.  Ltd. and Transocean
Offshore Deepwater Holdings Limited
Exhibit  10.3 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended June 30, 2021
† 10.3
Amended and Restated 2015 Transocean Ltd. Long-Term Incentive
Plan
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form 8-K (Commission No. 001-38373) filed on May 22,
2024
† 10.4
Terms and Conditions of 2013 Director Deferred Unit Award
Exhibit  10.14 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year
ended December 31, 2015
† 10.5
Terms and Conditions of 2014 Director Deferred Unit Award
Exhibit  10.15 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year
ended December 31, 2015
† 10.6
Terms and Conditions of 2015 Director Restricted Share Unit Award
Exhibit  10.16 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year
ended December 31, 2015
† 10.7
Transocean  Ltd. Pension Equalization Plan, as amended and
restated, effective January 1, 2009
Exhibit  10.41 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year
ended December 31, 2008
† 10.8
Transocean  U.S. Supplemental Savings Plan, as amended and
restated, effective as of January 1, 2009
Exhibit  10.44 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year
ended December 31, 2008
10.9
Form of Indemnification Agreement entered into between
Transocean Ltd. and each of its Directors and Executive Officers
Exhibit 10.1 to Transocean International Limited’s Current
Report on Form  8-K (Commission File No.  333-75899)
filed on October 10, 2008

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- 75 -
Number
Description
Location
† 10.10
Amended and Restated Executive Severance Benefit Policy
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  000-53533) filed on
November 22, 2023
† 10.11
Employment Agreement with Jeremy D.  Thigpen effective
September 1, 2016
Exhibit  10.1 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  000-53533) for the
quarter ended September 30, 2016
† 10.12
Employment Agreement with Mark L. Mey effective September 1,
2016
Exhibit  10.2 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  000-53533) for the
quarter ended September 30, 2016
† 10.13
Amended and Restated Performance Award and Cash Bonus Plan of
Transocean Ltd.
Exhibit  10.48 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2020
† 10.14
Terms and Conditions of 2020 Director Restricted Share Unit Award
Exhibit  10.3 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended June 30, 2020
† 10.15
Terms and Conditions of 2022 Executive Equity Awards
Exhibit 10.52 to Transocean Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2021
† 10.16
Terms and Conditions of 2023 Executive Equity Awards
Exhibit 10.50 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2022
† 10.17
Employment 
Agreement 
with 
Keelan 
Adamson 
effective
February 16, 2022
Exhibit  10.1 to Transocean  Ltd.’s Current Report on
Form  8-K (Commission File No.  001-38373) filed on
February 17, 2022
† 10.18
Terms and Conditions of 2024 Executive Equity Awards
Exhibit  10.1 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended March 31, 2024
† 10.19
Terms and Conditions of 2024 Executive Management Team Equity
Awards
Exhibit  10.2 to Transocean  Ltd.’s Quarterly Report on
Form  10-Q (Commission File No.  001-38373) for the
quarter ended March 31, 2024
† 10.20
Employment Agreement with Mr. Thad Vayda dated May 20, 2024
Exhibit  10.2 to Transocean  Ltd.’s Current Report on
Form 8-K (Commission No. 001-38373) filed on May 22,
2024
19
Transocean Ltd. Insider Trading Policy
Filed herewith
21
Subsidiaries of Transocean Ltd.
Filed herewith
23
Consent of Ernst & Young LLP
Filed herewith
24
Powers of Attorney
Filed herewith
31.1
Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Furnished herewith
32.2
Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Furnished herewith
97
Transocean  Ltd. Executive Officer Incentive-Based Compensation
Recoupment Policy
Exhibit  97 to Transocean  Ltd.’s Annual Report on
Form 10-K (Commission File No. 001-38373) for the year
ended December 31, 2023
101
Interactive data files pursuant to Rule  405 of Regulation  S-T
formatted in Inline Extensible Business Reporting Language: (i) our
consolidated balance sheets as of December  31, 2024 and
December 31, 2023; (ii) our consolidated statements of operations
for the years ended December  31, 2024, 2023 and 2022; (iii)  our
consolidated statements of comprehensive loss for the years ended
December  31, 2024, 2023 and 2022; (iv)  our consolidated
statements of equity for the years ended December 31, 2024, 2023
and 2022; (v)  our consolidated statements of cash flows for the
years ended December 31, 2024, 2023 and 2022; and (vi) the notes
to consolidated financial statements
Filed herewith

Table of Contents
- 76 -
Number
Description
Location
104
The cover page from our annual report on Form 10-K for the year
ended December 31, 2024, formatted in Inline Extensible Business
Reporting Language
Filed herewith
†
Compensatory plan or arrangement
Exhibits listed above as previously having been filed with the U.S. Securities and Exchange Commission are
incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934 and made a part hereof
with the same effect as if filed herewith.
Certain instruments relating to our long-term debt and our subsidiaries have not been filed as exhibits since the total
amount of securities authorized under any such instrument does not exceed 10 percent of our total assets and our subsidiaries on
a consolidated basis.  We agree to furnish a copy of each such instrument to the U.S. Securities and Exchange Commission upon
request.
Certain agreements filed as exhibits to this Report may contain representations and warranties by the parties to such
agreements.  These representations and warranties have been made solely for the benefit of the parties to such agreements and
(1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements
prove to be inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the
negotiation of such agreements, which disclosures are not reflected in such agreements, and (3)  may apply standards of
materiality in a way that is different from what may be viewed as material to investors.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, on February 18, 2025.
TRANSOCEAN LTD.
By:
  /s/ Robert Thaddeus Vayda
Robert Thaddeus Vayda
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
  /s/ Jason Pack
Jason Pack
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)

Table of Contents
- 77 -
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant in the capacities indicated on February 18, 2025.
Signature
Title
*
Chair

of the Board of Directors
Chadwick C. Deaton
/s/ Jeremy D. Thigpen
Chief Executive Officer

and Director
Jeremy D. Thigpen
(Principal Executive Officer)
/s/ Robert Thaddeus Vayda
Executive Vice President and

Chief Financial Officer
Robert Thaddeus Vayda
(Principal Financial Officer)
/s/ Jason Pack
Senior Vice President and

Chief Accounting Officer
Jason Pack
(Principal Accounting
Officer)
*
Director
Glyn A. Barker
Vanessa C.L. Chang
*
Director
Frederico F. Curado
*
Director
Domenic J. Dell’Osso, Jr.
*
Director
Vincent J. Intrieri
*
Director
Samuel J. Merksamer
*
Director
Frederik W. Mohn
*
Director
Margareth Øvrum
By: /s/ Jason Pack
(Attorney-in-Fact)
*
Director

Table of Contents
- 78 -

Exhibit 4.1
DESCRIPTION OF TRANSOCEAN LTD.’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of December 31, 2024, Transocean Ltd. had one class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended: registered shares, par value USD 0.10 per share (“shares”).
Description of the Shares
The following description of the share capital of Transocean Ltd. is a summary and is subject to the complete
text of our Articles of Association, filed as Exhibit 3.1 to our Current Report on Form 8-K (Commission File No. 001-
38373) filed on June 28, 2024 (the “Articles of Association”). We encourage you to read the Articles of Association
carefully. In this description, references to “Transocean,” “we,” “our” and “us” mean Transocean Ltd. Unless
otherwise provided herein, the following description of shares is as of February 18, 2025.
General
Issued Share Capital. As of February 18, 2025, the share capital of Transocean registered shares in the
Commercial Register of the Canton of Zug (the “commercial register”), which reflects our total issued share capital,
was USD 94,082,890.10, divided into 940,828,901 registered shares, par value USD 0.10 per share. The issued shares
are fully paid, non-assessable, and rank pari passu with each other.
Capital Authorization (Capital Band). Article 5 of our Articles of Association provides for a share
authorization within a capital band, ranging from USD 86,281,585.80 (lower limit) to USD 105,787,902.90 (upper
limit), which may be used by our board of directors to issue new shares for (a) general purposes or (b) incentive
compensation plans.
General Authorization. Article 5 of our Articles of Association provides for a capital band that authorizes our
board of directors to issue up to 172,563,171 new fully paid-in shares for general corporate purposes at any time until
May 29, 2025, and thereby increase the stated share capital from time to time. A capital increase may further be
effected within the range of the capital band by way of an increase of the par value of the shares (but in any event, at a
maximum of USD 17,256,317.10).
Our board of directors determines the time of the issuance, the issue price, the manner in which the new
shares have to be paid in, the date from which the new shares carry the right to dividends and, subject to the provisions
of our Articles of Association, the conditions for the exercise of the preemptive rights with respect to the issuance and
the allotment of preemptive rights that are not exercised. 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 in respect of which have not been
exercised, at market conditions or use them otherwise in our interest. For further information on preemptive rights with
respect to our capital authorization for general purposes, see “—Preemptive Rights and Advance Subscription Rights”
below.
An increase of the share capital 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
Transocean is permissible.
Specific Authorization. For incentive compensation plans, our board of directors is authorized to issue,
directly or indirectly, up to 22,500,000 new fully paid-in shares under our incentive compensation plans to members of
our board of directors, members of our executive management team, officers, employees, contractors, consultants or
other persons providing services to us or our subsidiaries at any time until May 16, 2029, and thereby increase the
stated share capital from time to time. For such purposes, the preemptive rights of existing shareholders are excluded.
Our board of directors determines the time of the issuance, the issue price (which may be lower than the current market
price), the manner in which the new shares have to be paid and the date from which the new shares carry the right to
dividends.

2
The capital authorization expires (a) for general purposes on May 29, 2025, (b) for incentive plans on May
16, 2029, (c) upon an earlier complete use of the maximum number of authorized shares, or (d) upon an earlier
expiration of the authorization following an ordinary capital increase, an ordinary capital reduction or a change of the
currency of the share capital resolved by the general meeting of shareholders.
The shares will be subject to the limitations for registration in the share register pursuant to Articles 7 and 9
of our Articles of Association.
Conditional Share Capital. Article 6 of our Articles of Association provides for a conditional share capital that
allows the issuance by Transocean of up to 141,262,093 shares and thus an increase of the stated share capital by a
maximum amount of USD 14,126,209.30. These shares may be issued through:
●
the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted
to third parties or shareholders 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 us or any of our group companies or any of our respective predecessors; or
●
in connection with the issuance of shares, options or other share-based awards to members of the board of
directors, members of our executive management team, officers, employees, contractors, consultants or other
persons providing services to us or our subsidiaries.
For information on preemptive rights with respect to our conditional share capital, see “—Preemptive Rights
and Advance Subscription Rights” below.
Other Classes or Series of Shares / Non-Voting Stock. The board of directors may not create shares with
increased voting powers (Stimmrechtsaktien) without the affirmative resolution adopted by shareholders holding at
least two-thirds of the voting rights and an absolute majority of the par value of the shares, each as represented (in
person or by proxy) at a general meeting of the shareholders. The board of directors may create preferred stock
(Vorzugsaktien) with the vote of a relative majority of the votes cast at a general meeting of our shareholders (not
counting broker non-votes, abstentions and blank or invalid ballots). We have not issued any non-voting stock to date
(Partizipationsscheine, Genussscheine).
Preemptive Rights and Advance Subscription Rights
Under the Swiss Code of Obligations (the “Swiss Code”), the prior approval of a general meeting of
shareholders is generally required to authorize, for later issuance, the issuance of shares, or rights to subscribe for, or
convert into, shares (which rights may be connected to debt instruments or other obligations). In addition, the existing
shareholders will have preemptive rights in relation to such shares or rights in proportion to the respective par values
of their holdings (Bezugsrechte). The shareholders may, with the affirmative vote of shareholders holding two-thirds of
the votes and the absolute majority of the par value of the shares represented at the general meeting, withdraw or limit
the preemptive rights for valid reasons (such as a merger, an acquisition or any of the reasons authorizing the board of
directors to withdraw or limit the preemptive rights of shareholders in the context of an authorized capital increase as
described below).
If the general meeting of shareholders has approved the creation of a capital band or conditional capital, it
may withdraw or restrict preemptive and advance subscription rights for valid reasons or delegate such decision to the
board of directors. If delegated, the valid reasons justifying the exclusion of the preemptive right must be stated in the
articles of association. Our Articles of Association provide for this delegation and state the valid reasons with respect
to our capital band and conditional share capital in the circumstances described below under “—Capital Authorization
(Capital Band)” and “—Conditional Share Capital.”
Capital Authorization (Capital Band). At any time until May 29, 2025, and pursuant to Article 5 of our
Articles of Association, our board of directors is authorized to withdraw or restrict the preemptive rights of the
shareholders with respect to a maximum of 172,563,171 shares issued for general purposes and to allot them to
individual shareholders, third parties, Transocean or any of its group companies with respect to the issuance of shares
within the capital band if:

3
●
the issue price of the new shares is determined by reference to the market price;
●
the shares are issued for raising equity capital in a fast and flexible manner, which would not be possible, or
would only be possible with great difficulty or at significantly less favorable conditions, without the
withdrawal of the preemptive rights of existing shareholders;
●
the shares are issued in connection with the acquisition of companies, part(s) of companies or participations,
for the acquisition of products, intellectual property or licenses by or for investment projects of Transocean or
any of its group companies, or the financing or refinancing of any such transactions through a placement of
shares;
●
the shares are issued for purposes of broadening the shareholder constituency of Transocean in certain
financial or investor markets, for the purposes of the participation of strategic partners, including financial
investors, or in connection with the listing of the shares on domestic or foreign stock exchanges; or
●
the shares are issued for purposes of granting an over-allotment option (Greenshoe) of up to 20% of the total
number of shares to the respective initial purchaser(s) or underwriter(s).
Pursuant to Article 5 of our Articles of Association, the preemptive rights of existing shareholders are
excluded with respect to up to 22,500,000 shares that our board of directors is authorized to issue, directly or
indirectly, within the capital band under our incentive compensation plans to members of our board of directors,
members of our executive management team, employees, contractors, consultants and other persons performing
services to us or of any of our subsidiaries.
Conditional Share Capital. In connection with the issuance of bonds, notes, options, warrants or other
securities or contractual obligations convertible into or exercisable or exchangeable for our shares, the preemptive
rights of shareholders are excluded and the board of directors is authorized to withdraw or limit the advance
subscription rights (Vorwegzeichnungsrecht) of shareholders in connection with the issuance of bonds, notes, options,
warrants or other securities or contractual obligations convertible into or exercisable or exchangeable for our shares if
the issuance is for purposes of financing or refinancing the acquisition of an enterprise or business, parts of an
enterprise, participations or investments, or if the issuance occurs in national or international capital markets or
through a private placement.
If the advance subscription rights are withdrawn or limited:
●
such securities or contractual obligations will be issued or entered into at market conditions;
●
the conversion, exchange or exercise price, if any, for such securities or contractual obligations will be set
with reference to the market conditions prevailing at the date on which such securities or obligations are
issued or entered into; and
●
such securities or contractual obligations may be converted, exercised or exchanged during a maximum
period of 30 years.
The preemptive rights and the advance subscription rights of shareholders are excluded with respect to shares,
bonds, notes, options, warrants or other securities or contractual obligations issued from our conditional share capital
under our incentive compensation plans to members of our board of directors, members of our executive management
team, employees, contractors, consultants or other persons providing services to us or any of our subsidiaries.
Dividends and Other Distributions
Under the Swiss Code, dividends (including interim dividends) may be paid out only if we have sufficient
distributable profits from the previous fiscal year or the current fiscal year or if we have freely distributable reserves
(including statutory capital contribution reserves, which are also referred to as additional paid-in capital), each as will
be presented on our audited annual stand-alone statutory balance sheet and an audited interim stand-alone statutory
balance sheet, respectively. The affirmative vote of shareholders holding a relative majority of the votes cast at a
general meeting of shareholders (not counting broker non-votes, abstentions and blank or invalid ballots) must approve

4
the distribution of dividends. The board of directors may propose to shareholders that a dividend or other distribution
be paid but cannot itself authorize the distribution.
Payments out of our share capital (in other words, the aggregate par value of our registered share capital) in
the form of dividends are not allowed; however, payments out of registered share capital may be made by way of a par
value reduction. Such a par value reduction requires the approval of shareholders holding a relative majority of the
votes cast at the general meeting of shareholders (not counting broker non-votes, abstentions and blank or invalid
ballots). A special audit report must confirm that claims of our creditors remain fully covered despite the reduction in
the share capital recorded in the commercial register. A licensed audit expert must prepare the audit report and be
present at the general meeting of shareholders that adopts the resolution. The board of directors must further give
public notice of the par value reduction resolution in the Swiss Official Gazette of Commerce and notify creditors that
they may request, within one month of the public notice, satisfaction of or security for their claims. The notification
may be given before or after the general meeting of shareholders at which resolutions regarding the par value reduction
were passed.
Under the Swiss Code, if our statutory profit reserves (gesetzliche Gewinnreserve) together with our statutory
capital reserves (gesetzliche Kapitalreserve) amount to less than 20% of our share capital recorded in the commercial
register (i.e., 20% of the aggregate par value of our registered capital), then at least 5% of our annual profit must be
allocated to the statutory profit reserves. The Swiss Code and our Articles of Association permit us to accrue additional
general reserves. In addition, if we acquire our own shares, we are required to account for these shares, if acquired by
our parent company Transocean Ltd., as a negative item in our shareholders’ equity or, if these shares are acquired by
one of our subsidiaries, to create a special reserve, in each case on our audited annual or interim stand-alone statutory
balance sheet in the amount of the purchase price of the shares repurchased by our parent or our subsidiary. The
negative item in our shareholders’ equity or the reserve amount would effectively reduce our capacity to declare
dividends or effect subsequent repurchases of our shares.
Swiss companies generally must maintain a separate company, stand-alone “statutory” balance sheet for the
purpose of, among other things, determining the amounts available for the return of capital to shareholders, including
by way of a distribution of dividends. Our auditor must confirm that a proposal made by our board of directors to
shareholders regarding the appropriation of our available earnings or the distribution of freely distributable reserves
conforms to the requirements of the Swiss Code and our Articles of Association. Dividends are usually due and
payable shortly after the shareholders have passed a resolution approving the payment, but shareholders may also
resolve at the annual or extraordinary general meeting of shareholders to pay dividends in quarterly or other
installments. Our Articles of Association provide that dividends that have not been claimed within five years after the
payment date become our property and are allocated to the general statutory reserves. Dividends paid out of
distributable profits or distributable general reserves are subject to Swiss withholding tax, all or part of which can
potentially be reclaimed under the relevant tax rules in Switzerland or double taxation treaties concluded between
Switzerland and foreign countries. Distributions to shareholders in the form of a par value reduction and distributions
out of qualifying additional paid-in capital (capital contribution reserves (Reserven aus Kapitaleinlagen)) are not
subject to the Swiss federal withholding tax.
Dividends, if declared by us, are expected to be declared, subject to applicable limitations under Swiss law, in
U.S. dollars. Distribution through a reduction in the par value of the shares must be declared in U.S. dollars.
Repurchases of Shares
The Swiss Code limits our ability to hold or repurchase our own shares. We and our subsidiaries may only
repurchase shares if and to the extent that sufficient freely distributable equity capital is available, as described above
under “—Dividends and Other Distributions.” The aggregate par value of all of our shares held by us and our
subsidiaries may not exceed 10% of the registered share capital. However, we may repurchase our own shares beyond
the statutory limit of 10% if the shareholders have authorized our board of directors at a general meeting of
shareholders (including as part of our capital band) to repurchase shares in an amount in excess of 10% and the
repurchased shares are dedicated for cancellation. Any shares repurchased pursuant to such authorization will then be
cancelled based on a resolution of shareholders adopted at a general meeting of shareholders subject to the approval of
shareholders holding a relative majority of the votes cast or, if shareholders have adopted a capital band authorizing
our board of directors to reduce the share capital by way of a cancellation of shares, based on a resolution of the board
of directors. Repurchased shares held by us or our subsidiaries do not carry any rights to vote at a general meeting of

5
shareholders but are, unless otherwise resolved by our shareholders at a general meeting, entitled to the economic
benefits generally associated with the shares.
General Meetings of Shareholders
The general meeting of shareholders is our supreme corporate body. Ordinary and extraordinary general
meetings of shareholders may be held. Among other things, the following powers will be vested exclusively in the
general meeting of shareholders:
●
adoption and amendment of our Articles of Association;
●
the annual election of the chairperson of the board of directors, the members of the board of directors, the
members of the compensation committee of the board of directors, the auditor and the independent proxy;
●
approval of the annual management report, the stand-alone statutory financial statements and the consolidated
financial statements;
●
appropriation of the annual profit shown on our annual stand-alone statutory balance sheet, in particular, the
distribution of any dividends;
●
the determination of interim dividends and the approval of interim stand-alone statutory financial statements
required for such purposes;
●
the resolution regarding the repayment of the statutory capital reserves;
●
the combination of shares (“reverse stock split”);
●
discharge of the members of the board of directors and the executive management team from liability for
business conduct during the previous fiscal year(s) to the extent such conduct is known to the shareholders;
●
ratification of the maximum aggregate amounts of compensation of the board of directors and the executive
management team;
●
an advisory vote on the statutory compensation report in relation to the prior fiscal year;
●
subject to certain exceptions, the approval of a business combination with an interested shareholder (as such
terms are defined in our Articles of Association);
●
the delisting of our shares from a stock exchange;
●
the approval of the report on non-financial matters pursuant to article 964c of the Swiss Code; and
●
any other resolutions that are submitted to a general meeting of shareholders pursuant to law, our Articles of
Association or by voluntary submission by the board of directors (unless a matter is within the exclusive
competence of the board of directors pursuant to the Swiss Code).
Notice and Proxy Statements
Under the Swiss Code and our Articles of Association, we must hold an annual, ordinary general meeting of
shareholders within six months after the end of our fiscal year for the purpose, among other things, of approving the
annual financial statements and the annual management report, the annual election of the chairperson of our board of
directors, the members of our board of directors, the members of the compensation committee of our board of
directors, our auditor and our independent proxy, and the ratification of the maximum aggregate amounts of
compensation of the board of directors and the executive management team. The invitation to general meetings must
be published in the Swiss Official Gazette of Commerce at least 20 calendar days prior to the date of the relevant
general meeting of shareholders. The notice of a meeting must state the items on the agenda and the proposals of the
board of directors and of the shareholders who requested that a shareholders meeting be held or that an item be
included on the agenda

6
and, in case of elections, the names of the nominated candidates. The notice must also include a short explanation of
the items and proposals on the agenda of the general meeting. No resolutions may be passed at a general meeting of
shareholders concerning agenda items for which proper notice was not given. This does not apply, however, to
proposals made during a general meeting of shareholders to convene an extraordinary general meeting of shareholders,
to initiate a special investigation or to elect the statutory auditor. No previous notification will be required for
proposals concerning items included on the agenda or for debates as to which no vote is taken.
Annual general meetings of shareholders are convened by the board of directors or, under certain
circumstances required by law, by the auditor. A general meeting of shareholders can be held anywhere in Switzerland.
A special authorizing provision in the articles of association is required to hold a general meeting outside of
Switzerland. Our current Articles of Association do not include such authorization. General meetings that are held only
virtually require special authorization in the articles of association. Our current Articles of Association do not include
such authorization.
We expect to set the record date for each general meeting of shareholders on a date not more than 20 calendar
days prior to the date of each general meeting and announce the date of the general meeting of shareholders prior to the
record date.
Extraordinary General Meetings of Shareholders
An extraordinary general meeting may be called upon the resolution of the board of directors or, under certain
circumstances required by law, by the auditor. In addition, the board of directors is required to convene an
extraordinary general meeting of shareholders if so resolved by the general meeting of shareholders, or if so requested
by shareholders who, in the aggregate, represent at least 5% of the share capital or votes recorded in the commercial
register, specifying the items to be included on the agenda and their proposals. Upon such a shareholder request, the
board of directors must publish the necessary notice to convene a general meeting within 60 calendar days.
If it appears from the annual stand-alone statutory balance sheet that half of the sum of our share capital, the
non-distributable statutory capital reserves and the statutory profit reserves are not covered by our assets
(Kapitalverlust), the board of directors is required to take measures to remedy the capital loss situation of the company,
where necessary take further measures to effect a financial restructuring of the company or request the general meeting
of shareholders to approve such measures as are within its authority.
Agenda Requests
Under our Articles of Association, any shareholder may request that an item or a proposal relating to an
agenda item be included on the agenda of a general meeting of shareholders. Such shareholder may also nominate one
or more directors for election. A request for inclusion of an item on the agenda or a proposal relating to an agenda item
must be made in writing at least 30 calendar days prior to the anniversary date of the proxy statement in connection
with our last annual general meeting of shareholders; provided, however, that if the date of the general meeting of
shareholders is more than 30 calendar days before or after the anniversary date of the last annual general meeting of
shareholders, such request must instead be made by the tenth calendar day following the date on which we have made
public disclosure of the date of the general meeting of shareholders. The request must specify in writing the relevant
agenda items and proposals, together with evidence of the required shares recorded in the share register, as well as any
other information as would be required to be included in a proxy statement pursuant to the rules of the U.S. Securities
and Exchange Commission.
Under the Swiss Code, a general meeting of shareholders for which a notice of meeting has been duly
published may not be adjourned without publishing a new notice of meeting.
Our annual report, our stand-alone and consolidated financial statements, the auditors’ reports thereon, our
compensation report pursuant to Swiss law and the auditor’s reports thereon, and our report on non-financial matters
pursuant to article 964c of the Swiss Code (to the extent required by applicable law) must be made available to our
shareholders no later than 20 calendar days prior to the annual general meeting of shareholders. If these documents are
not accessible electronically, each shareholder may request that these documents be promptly sent to it in due course,
free of charge.

7
Voting
Each of our shares carries one vote at a general meeting of shareholders. Voting rights may be exercised by
shareholders registered in our share register or by a duly appointed proxy of a registered shareholder (including the
independent proxy), which proxy need not be a shareholder. Our Articles of Association do not limit the number of
shares that may be voted by a single shareholder. Shareholders wishing to exercise their voting rights who hold their
shares through a bank, broker or other nominee should follow the instructions provided by such bank, broker or other
nominee or, absent instructions, contact such bank, broker or other nominee for instructions. Shareholders holding
their shares through a bank, broker or other nominee will not automatically be registered in our share register. If any
such shareholder wishes to be registered in our share register, such shareholder should contact the bank, broker or
other nominee through which it holds our shares.
Treasury shares, whether owned by us or one of our majority-owned subsidiaries, will not be entitled to vote
at general meetings of shareholders.
Our Articles of Association do not provide for cumulative voting for the election of directors.
Pursuant to our Articles of Association, the shareholders generally pass resolutions by the affirmative vote of
a relative majority of the votes cast at the general meeting of shareholders (broker non-votes, abstentions and blank
and invalid ballots will be disregarded), unless otherwise provided by law or our Articles of Association. However, our
Articles of Association provide that directors may be elected at a general meeting of shareholders by a plurality of the
votes cast by the shareholders present in person or by proxy at the meeting. Our Corporate Governance Guidelines
have a majority vote policy that provides that the board 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 a sufficient number of votes from shareholders in an uncontested election and (2) the board
accepts the resignation following such failure. 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 shareholder vote. The board of directors must promptly disclose its decision regarding
whether or not to accept the nominee’s resignation letter.
The acting chair may direct that resolutions and elections be held by use of an electronic voting system.
Electronic resolutions and elections are considered equal to resolutions and elections taken by way of a written ballot.
The board of directors can determine that shareholders who are not present at the venue of the general meeting of
shareholders may exercise their rights by electronic means. Virtual-only meetings may only be held if the articles of
association expressly authorize such a form of the general meeting. Our current Articles of Association do not include
such authorization.
The Swiss Code and/or our Articles of Association require the affirmative vote of at least two-thirds of the
voting rights and the absolute majority of the par value of the shares, each as represented at a general meeting, to
approve, among other things, the following matters:
●
the amendment to or the modification of the purpose clause in our Articles of Association;
●
a reverse stock split;
●
the creation or cancellation of shares with privileged voting rights;
●
the restriction on the transferability of shares or cancellation thereof;
●
the restriction on the exercise of the right to vote or the cancellation thereof;
●
the introduction of or the amendment to a capital band or conditional share capital;
●
the change of currency of our share capital;

8
●
the delisting of our shares from a stock exchange;
●
an increase in the share capital through (1) the conversion of capital surplus, (2) a contribution in kind, or for
purposes of an acquisition of assets, or (3) a grant of special privileges;
●
the limitation on or withdrawal of preemptive rights;
●
a change in our registered office;
●
the conversion of registered shares into bearer shares and vice versa;
●
the introduction of an arbitration agreement in our Articles of Association; and
●
our dissolution.
The same qualified voting requirements apply to resolutions in relation to transactions among corporations
based on Switzerland’s Federal Act on Mergers, Demergers, Transformations and the Transfer of Assets and Liabilities
(the “Merger Act”), including a merger, demerger or conversion of a corporation (other than a cash-out or certain
squeeze-out mergers, in which minority shareholders of the company being acquired may be compensated in a form
other than through shares of the acquiring company, for instance, through cash or securities of a parent company of the
acquiring company or of another company—in such a merger, an affirmative vote of 90% of the outstanding shares is
required). Swiss law may also impose this qualified voting requirement in connection with the sale of “all or
substantially all of our assets” by us. See “—Compulsory Acquisitions; Appraisal Rights” below.
Our Articles of Association require the affirmative vote of at least two-thirds of the shares entitled to vote at a
general meeting to approve the following matters:
●
the removal of a serving member of the board of directors;
●
any changes to Article 14, paragraph 1 specifying advance notice of proposal requirements;
●
any changes to Article 18 specifying vote requirements for resolutions and elections;
●
any changes to Article 20, paragraph 2 specifying qualified vote requirements;
●
any changes to Article 21 specifying quorum requirements;
●
any changes to Article 22 specifying the number of members of the board of directors;
●
any changes to Article 23 specifying the term of the board of directors; and
●
any changes to Article 24 specifying the organization of the board of directors and the indemnification
provisions for directors and officers.
Our Articles of Association require the affirmative vote of holders of the number of our shares at least equal
to the sum of (A) two-thirds of the number of all shares outstanding and entitled to vote at a general meeting, plus (B)
a number of shares outstanding and entitled to vote at the general meeting that is equal to one-third of the number of
shares held by an interested shareholder, for us to engage in any business combination with an interested shareholder
(as those terms are defined in our Articles of Association) and for the amendment of the provisions in our Articles of
Association relating to this shareholder approval requirement.
Quorum for General Meetings
The presence of shareholders, in person or by proxy, holding at least a majority of the shares entitled to vote
at the time when the general meeting proceeds to business is generally the required presence for a quorum for the
transaction of business at a general meeting of shareholders. However, the presence of shareholders, in person or by
proxy, holding at least two-thirds of the share capital recorded in the commercial register at the time when the general

9
meeting proceeds to business is the required presence for a quorum to adopt a resolution to amend, vary, suspend the
operation of or cause any of the following provisions of our Articles of Association to cease to apply:
●
Article 18—which relates to proceedings and procedures at general meetings;
●
Article 19(j)—which relates to business combinations with interested shareholders;
●
Article 20—which sets forth the level of shareholder approval required for certain matters;
●
Article 21—which sets forth the quorum at a general meeting required for certain matters, including the
removal of a serving member of the board of directors; and
●
Articles 22, 23 and 24—which relate to the size and the organization of the board of directors, the term of
directors and the indemnification provisions for directors and officers.
Additionally, shareholders present, in person or by proxy, holding at least two-thirds of the share capital
recorded in the commercial register at the time when the general meeting proceeds to business constitute the required
presence for a quorum at a general meeting to adopt a resolution to remove a serving director.
Under the Swiss Code, the board of directors has no authority to waive quorum requirements stipulated in the
articles of association.
Inspection of Books and Records
Under the Swiss Code, a shareholder has a right to inspect the share register with regard to his, her or its own
shares and otherwise to the extent necessary to exercise his, her or its shareholder rights. No other person has a right to
inspect the share register. Shareholders who hold, alone or together, shares representing at least 5% of the share capital
or the votes may request to inspect our books and records. Subject to safeguarding business secrets or other of our
material interests, our board of directors may authorize such inspection to the extent necessary to exercise shareholder
rights within four months following receipt of such requests.  At a general meeting of shareholders, any shareholder is
entitled to request information from the board of directors concerning the affairs of the company. Shareholders may
also ask the auditor questions regarding its audit of the company. The board of directors and the auditor must answer
shareholders’ questions to the extent necessary for the exercise of shareholder rights and subject to safeguarding
business secrets or other of our material interests.
Special Investigation
If the shareholders’ inspection and information rights, as outlined above, prove to be insufficient, any
shareholder may propose to the general meeting of shareholders that a special independent commissioner investigate
specific facts in a special investigation. If the general meeting of shareholders approves the proposal, we or any
shareholder may, within 30 calendar days after the general meeting of shareholders, request the court at our registered
office to appoint a special independent commissioner. If the general meeting of shareholders rejects the request, one or
more shareholders representing at least 5% of the share capital or the votes may request, within three months after the
general meeting, the court to appoint a special independent commissioner. The court will issue such an order if the
petitioners can demonstrate prima facie that the board of directors, any member of our board of directors or one of our
officers infringed the law or our Articles of Association and such infringements are capable of causing damage the
company or the shareholders. The costs of the investigation would generally be allocated to us and only in exceptional
cases to the petitioners.
Compulsory Acquisitions; Appraisal Rights
Swiss companies that undertake business combinations and other transactions that are binding on all
shareholders are governed by the Merger Act. A statutory merger or demerger requires that at least two-thirds of the
votes and the absolute majority of the par value of the shares, each as represented at the general meeting of
shareholders, vote in favor of the transaction. Under the Merger Act, a “demerger” may take two forms:

10
●
a legal entity may divide all of its assets and transfer such assets to other legal entities, with the shareholders
of the transferring entity receiving equity securities in the acquiring entities and the transferring entity
dissolving upon deregistration in the commercial register; or
●
a legal entity may transfer all or a portion of its assets to other legal entities, with the shareholders of the
transferring entity receiving equity securities in the acquiring entities.
If a transaction under the Merger Act receives all of the necessary consents, all shareholders would be
compelled to participate in the transaction. See “—Voting” above.
Swiss companies may be acquired by an acquirer through the direct acquisition of the share capital of the
Swiss company. With respect to corporations limited by shares, such as Transocean, the Merger Act provides for the
possibility of a so-called “cash-out” or “squeeze-out” merger if the acquirer controls 90% of the outstanding shares. In
these limited circumstances, minority shareholders of the company being acquired may be compensated in a form
other than through shares of the acquiring company (for instance, through cash or securities of a parent company of the
acquiring company or of another company). For business combinations effected in the form of a statutory merger or
demerger and subject to Swiss law, the Merger Act provides that if the equity rights have not been adequately
preserved or compensation payments in the transaction are unreasonable, a shareholder may request the competent
court to determine a reasonable amount of compensation.
In addition, under Swiss law, the sale of “all or substantially all of our assets” by us may require a resolution
of the general meeting of shareholders passed by holders of at least two-thirds of the votes and the absolute majority of
the par value of the shares, each as represented at the general meeting of shareholders. Whether or not a shareholder
resolution is required depends on the particular transaction, including whether the following test is satisfied:
●
the company sells a core part of its business, without which it is economically impracticable or unreasonable
to continue to operate the remaining business;
●
the company’s assets, after the divestment, are not invested in accordance with the company’s statutory
business purpose; and
●
the proceeds of the divestment are not earmarked for reinvestment in accordance with the company’s business
purpose but, instead, are intended for distribution to shareholders or for financial investments unrelated to the
company’s business.
If all of the foregoing apply, a shareholder resolution would likely be required.
Legal Name; Formation; Fiscal Year; Registered Office
Transocean Ltd. was initially formed on August 18, 2008. It is incorporated and domiciled in Steinhausen,
Canton of Zug, Switzerland, and operates under the Swiss Code as a stock corporation (Aktiengesellschaft).
Transocean Ltd. is recorded in the Commercial Register of the Canton of Zug with the registration number CHE-
114.461.224. Transocean’s fiscal year is the calendar year.
The address of Transocean’s registered office is Transocean Ltd., Turmstrasse 30, 6312 Steinhausen,
Switzerland, and the telephone number at that address is +41 (41) 749 0500.
Corporate Purpose
Transocean Ltd. is the parent holding company of the Transocean group. Pursuant to its Articles of
Association, its business purpose is to acquire, hold, manage, exploit and sell, whether directly or indirectly,
participations in businesses in Switzerland and elsewhere, in particular in businesses that are involved in offshore
contract drilling services for oil and gas wells, oil and gas drilling management services, drilling engineering services
and drilling project management services and oil and gas exploration and production activities, and to provide
financing for this purpose. Transocean Ltd. may acquire, hold, manage, mortgage and sell real estate and intellectual
property rights in Switzerland and elsewhere.

11
Duration and Liquidation
Our Articles of Association do not limit our duration. Under Swiss law, we may be dissolved at any time by a
resolution adopted at a general meeting of shareholders, which must be passed by the affirmative vote of holders of at
least two-thirds of votes and the absolute majority of the par value of the shares, each as represented (in person or by
proxy) at the general meeting. Dissolution and liquidation by court order is possible if (1) we become bankrupt or (2)
shareholders holding at least 10% of our share capital so request for valid reasons. Under Swiss law, any surplus
arising out of liquidation (after the settlement of all claims of all creditors) is distributed in proportion to the paid-up
par value of shares held. The amount exceeding the par value of the share is subject to Swiss withholding tax of 35%.
Our shares carry no privilege with respect to such liquidation surplus.
Uncertificated Shares
Our shares have been issued in uncertificated form in accordance with article 973c of the Swiss Code as
uncertificated securities, which have been registered with Computershare Inc., and constitute intermediated securities
within the meaning of the Swiss Federal Act on Intermediated Securities. In accordance with article 973c of the Code,
Transocean Ltd. maintains a register of uncertificated securities (Wertrechtebuch).
Stock Exchange Listing
Our shares are listed and trade on the New York Stock Exchange under the symbol “RIG.”
No Sinking Fund
The shares have no sinking fund provisions.
No Liability for Further Calls or Assessments
The shares that have been issued to date are duly and validly issued, fully paid and non-assessable.
No Redemption and Conversion
The shares are not convertible into shares of any other class or series or subject to redemption either by us or
the holder of the shares.
Transfer and Registration of Shares
We have not imposed any restrictions applicable to the transfer of our shares, other than the requirement that
an acquirer of shares expressly declares to have acquired the shares in its own name and for its own account. Our share
register is maintained by Computershare Inc., which acts as transfer agent and registrar. The share register reflects only
record owners of our shares. Swiss law does not recognize fractional share interests.

1
POLICY
This Insider Trading Policy (the “Policy”) addresses obligations of directors, officers and
employees of Transocean Ltd. and its subsidiaries (“Transocean” or the “Company”) with
respect to information they receive that may be considered to be material non-public
information.
2
PURPOSE
The purpose of this policy is to inform the Company’s directors, officers and employees of their
responsibilities with respect to material non-public information and to make it clear that misuse
of such information is illegal and subject to serious fines and/or penalties, as well as contrary to
Company policy.
3
SCOPE
This policy applies to all Company personnel.
The transactions subject to this Policy include any direct or indirect purchases, sales, gifts or
other transfers of Company securities or derivatives thereof. As used herein, the terms “trade”
and “trading” shall be construed to mean any of the forgoing transactions, as applicable.
4
REQUIREMENTS
In the normal course of business, directors, officers and employees of Transocean may come
into possession of material non-public information about Transocean or other companies. Such
persons shall not seek to profit or otherwise benefit from such information by trading in
securities of Transocean or other companies, or pass on the information to others.
Misuse of material non-public information is illegal and subject to serious fines and/or penalties,
as well as contrary to Company policy. Depending on where a person trades or resides, they
can be subject to the applicable insider trading laws of those jurisdictions. Each director, officer
and employee is responsible for ensuring that he or she, and the members of his or her
immediate family, do not violate U.S. federal or state securities laws, Swiss laws, the insider
trading laws of the country in which they trade or reside, or this Policy. Accordingly, directors,
officers and employees should read and understand this Policy and retain a copy for their files.
Insider trading laws generally prohibit any officer, director or employee (or any of their
dependents or family members living in their household) who possesses material non-public
information (“inside information”) relating to the Company from:
●
trading in the Company’s securities (including, among other things, the exercise of options
and stock appreciation rights, derivative transactions, and the entering into, amendment or
termination of trading plans) while in possession of inside information;
●
passing on the inside information or recommending trading in the Company’s securities
based on the inside information (“tipping”), directly or indirectly, to friends, family or others;
Exhibit 19

or
●
otherwise using the information to his or her own advantage.
The prohibition extends to trading in securities of other companies, such as customers or
suppliers of the Company and companies with which the Company may be negotiating major
transactions, about which the director, officer or employee obtains inside information in
connection with any Company-related activities. Information that is not material to the Company
may nevertheless be material to one of those other companies.
The same restrictions apply to dependents or family members living in a director’s, officer’s or
employee’s household, as the director, officer or employee is expected to be responsible for the
compliance by such persons. Transactions that may be necessary or justifiable for independent
reasons (such as the need to raise money for an emergency expenditure) are no exception to
this Policy.
The prohibitions on trading, tipping or using inside information in this Policy continues to apply to
all transactions in Company securities after a person is no longer employed by or affiliated with
the Company. Any person in possession of inside information when their employment terminates
may not trade in Company securities until that inside information has become public (as
described herein) or is no longer material to the Company.
Inside information is material non-public information relating to the Company. Information may be
considered “material” when the information, whether positive or negative, would be expected to
affect the investment decision of a reasonable investor in a decision to purchase, sell or hold
stock or other securities or if the disclosure would be expected to significantly alter the total mix
of information in the marketplace about the Company or otherwise materially affect the price of
the Company’s securities.
A director, officer or employee may not trade in the stock or other securities of the Company
when they are in possession of inside information relating to the Company.
If a director, officer or employee has any question regarding whether or not they are in
possession of inside information or whether they may trade, they should contact the
Company’s General Counsel.
In addition, if prior to trading you would feel more comfortable in ascertaining that the Company
is aware of no inside information, you should feel free to contact the Company’s General
Counsel.
All directors, officers and managing directors must obtain approval from the Company’s General
Counsel prior to trading and, unless notified of an open trading period by the Company’s
General Counsel, are subject to a black-out period where trading by such persons is prohibited
except on a case-by-case basis. As a general rule, black-out periods run from the first day of the
quarter until one full trading day after the Company’s public release of its financial results for the
applicable reporting period. Additional black-out and open trading periods may be established
and extended by the General Counsel, where advisable and appropriate.
The Legal Department may identify additional individuals or groups of individuals to be subject
to certain specific blackout periods where such individuals or groups are known to have inside

information related to a discrete project or matter (a “Blackout Group”). Any individual who
receives notice that such individual has been included in a Blackout Group shall be restricted
from trading unless notified by the Company’s General Counsel that either the Blackout Group is
no longer active or an open trading period has been instituted. In case of an open trading period,
such individual must obtain pre-clearance by the Company’s General Counsel prior to trading.
During open trading periods, directors, officers or employees may enter into, amend or terminate
a trading plan, such as a plan pursuant to Rule 10b5-1 of the U.S. Securities Exchange Act of
1934, as amended, provided such director, officer or employee is not in possession of inside
information. The entering into, amendment or termination of a trading plan requires written pre-
clearance from the Company’s General Counsel.   Further, new trading plans (and any
modifications or terminations of old plans) by directors and certain officers are required to be
disclosed every quarter in the Company’s periodic reports on Forms 10-K and 10-Q.
4.1
Public Information
Information is considered “public” and no longer “inside” only after it has been effectively
disclosed in a manner sufficient to insure its availability to the investing public. Selective
disclosure to a few persons does not make information public. The Company generally discloses
material information to the public in the form of press releases distributed through the major wire
services or in filings made with the SEC.
Even after information is released, it is important to be sure that sufficient time elapses to enable
the information to be disseminated to, and considered by, investors. Therefore, directors,
officers and employees should not enter into trades immediately after the Company has made a
public announcement of material information. Generally, information will be deemed for
purposes of this Policy to have been adequately disseminated to and considered by the market
by the beginning of the second trading day after the date of its release. A trading day is any day
on which the New York Stock Exchange is open for trading.
You should not engage in trading in the Company’s securities in advance of a public release of
important information, such as quarterly or year-end financial results or other important news.
The safest time to trade is the period beginning on the second trading day after the release and
publication of that kind of information (assuming that you are not aware of other inside
information). If you have any questions whether sufficient time has passed since a company
announcement, you must contact the Company’s General Counsel for guidance.
4.1.1
Managers Can Be Responsible For Subordinates
Under U.S. federal and Swiss securities laws or other applicable insider trading laws, in addition
to managers being responsible for their own activities, managerial personnel may also be
responsible for the insider trading of their subordinates if the manager knows or recklessly
disregards the fact that the subordinate is likely to engage in insider trading and fails to take
steps to prevent the abuse. This means that managers must not only exercise caution in their
own trading, but must also carefully supervise any subordinates who routinely come into
possession of inside information. Any manager who believes that one of his or her subordinates
is participating in insider trading or is tipping others should alert the Company’s General Counsel

immediately.
4.1.2
Additional Prohibited Transactions
The Company considers it improper for any employee, officer or director of the Company to
engage 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
Short sales of the Company’s securities evidence an expectation on the part of the seller that
the securities will decline in value and may signal to the market that the seller has no confidence
in the Company or its shorter-term prospects. In addition, short sales may reduce the seller’s
incentive to improve the Company’s performance. For these reasons, short sales of the
Company’s securities are prohibited by this Policy.
Publicly Traded Options
A transaction in publicly traded options is, in effect, a bet on the short-term movement of the
Company’s stock and therefore creates the appearance that the employee, officer or director is
trading based on material non-public information. Transactions in options may also focus the
employee, officer or director’s attention on short-term performance at the expense of the
Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative
securities, on an exchange or in any other organized market, are prohibited by this Policy (other
than transactions in options granted to an employee, officer or director by the Company).
Hedging Transactions
Certain forms of hedging or monetization transactions, such as zero-cost collars and forward
sale contracts, allow an employee, officer or director to lock in much of the value of his or her
stock, security or holdings, often in exchange for all or part of the potential upside appreciation
in the stock, security or holding. These transactions allow the employee, officer or director to
continue to own the covered securities, but without the full risks and rewards of ownership.
When that occurs, the employee, officer or director may no longer have the same objectives as
the Company’s other shareholders. For this reason, employees, officers and directors are
prohibited from entering into hedging or monetization transactions involving the Company’s
securities.
Margin Accounts and Pledging
Securities held in a margin account may be sold by the broker without the customer’s consent if
the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as
collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a
margin sale or foreclosure sale may occur at a time when the pledger is aware of material non-
public information or otherwise not permitted to trade in Company securities, employees, officers
and directors are prohibited from holding Company securities in a margin account or pledging
Company securities as collateral for a loan.

4.1.3
What Are The Penalties?
The civil and criminal penalties for trading on inside information, tipping the inside information
to others, or otherwise using the inside information to his or her advantage are extremely
serious, and can include, among other things, (i) the disgorgement of gains, (ii) civil monetary
penalties equal to three times the amount gained or the loss avoided, (iii) criminal fines up to $5
million and (iv) imprisonment not to exceed 20 years.
In addition to the potential fines and penalties, litigation of this type is often financially
devastating for the person involved and can subject him or her and the Company to a great deal
of public embarrassment. In addition, persons violating this Policy may be subject to disciplinary
action by the Company, including termination of employment.
There is no prosecution threshold for insider trading cases. The SEC has brought charges
against persons making as little as $2,000 in profits. The SEC’s computerized detection
system can detect even the smallest suspicious trade and the likelihood of getting caught is high.
5
RESPONSIBILITIES
5.1
Who is responsible for complying with this Policy?
This Policy applies to all Company personnel.
5.2
Who may I contact if I have any questions?
You may contact the Company’s General Counsel with any questions related to this
Policy.
6
DOCUMENTATION
There is no additional documentation associated with this Policy.
** ** **
This Policy was approved by the Board of Directors of Transocean Ltd. on May 13, 2011, and
last amended on May 12, 2023.

Exhibit 21
1
SUBSIDIARIES OF TRANSOCEAN LTD.
(as of December 31, 2024)
Entity
Jurisdiction
15375 Memorial Corporation
Delaware
Aguas Profundas, Limitada
Angola
Angola Deepwater Drilling Company (Offshore
Services) Ltd
Bermuda
AngoSantaFe - Prestacao de Servicos Petroliferos,
Limitada
Angola
Arcade Drilling AS
Norway
Asie Sonat Offshore Sdn. Bhd.
Malaysia
Challenger Minerals Inc.
California
Deepwater Drilling (Transocean Ghana) LTD
Ghana
Deepwater Drilling North Africa LLC - Free Zone
Egypt
Deepwater Pacific 1 Limited
Bermuda
Deepwater Supply Inc.
Delaware
Drillship Alonissos Owners Limited
Bermuda
Drillship Hydra Owners Limited
Bermuda
Drillship Paros Owners Limited
Bermuda
Drillship Skopelos Owners Limited
Bermuda
Drillship Skyros Owners Limited
Bermuda
Entities Holdings, Inc.
Delaware
Global Marine Inc.
Delaware
Global Offshore Drilling Limited
Nigeria
GlobalSantaFe B.V.
Netherlands
GlobalSantaFe Denmark Holdings ApS
Denmark
GlobalSantaFe Drilling (N.A.) N.V.
Netherlands Antilles
GlobalSantaFe Drilling Company
Delaware
GlobalSantaFe Drilling Mexico, S. de R.L. de C.V.
Mexico
GlobalSantaFe Drilling Trinidad LLC
Delaware
GlobalSantaFe Drilling Venezuela, C.A.
Venezuela
GlobalSantaFe Financial Services (Luxembourg) S.a.r.l.
Luxembourg
GlobalSantaFe Group Financing Limited Liability
Company
Hungary
GlobalSantaFe Hungary Services Limited Liability
Company
Hungary
GlobalSantaFe International Drilling Corporation
Limited
Bermuda
GlobalSantaFe International Drilling Limited
Bermuda
GlobalSantaFe International Services Limited
Bermuda
GlobalSantaFe Nederland B.V.
Netherlands
GlobalSantaFe Offshore Services Limited
Bermuda
GlobalSantaFe Operations (Mexico) LLC
Delaware
GlobalSantaFe Saudi Arabia Ltd.
Bermuda
GlobalSantaFe Services (BVI) Limited
Bermuda
GlobalSantaFe Services Netherlands B.V.
Netherlands
GlobalSantaFe Servicios de Venezuela, C.A.
Venezuela
GlobalSantaFe South America LLC
Delaware
GlobalSantaFe Tampico, S. de R.L. de C.V.
Mexico
GlobalSantaFe U.S. Holdings Inc.
Delaware
GSF Leasing Services GmbH
Switzerland
Indigo Drilling Limited
Nigeria
Inteliwell Limited
England & Wales
Liquila DWA LLC
Hungary
Liquila Ventures Ltd.
Cayman Islands
Ocean Rig Canada Inc.
Nova Scotia
Ocean Rig Cubango Operations Inc.
Cayman Islands

Exhibit 21
2
Entity
Jurisdiction
Ocean Rig Management Limited
Bermuda
Ocean Rig Operations Limited
Bermuda
Ocean Rig UDW Limited
Bermuda
Offshore Ghana Transocean LTD
Ghana
Olympia Rig Angola Holding, S.A.
Angola
Olympia Rig Angola, Limitada
Angola
OR Norge Operations Inc.
Marshall Islands
Orion Holdings (Cayman) Limited
Cayman Islands
Orion RigCo (Cayman) Limited
Cayman Islands
Platform Capital N.V.
Netherlands Antilles
Platform Financial N.V.
Netherlands Antilles
Primelead Limited
Cyprus
PT SantaFe Subsea Indonesia
Indonesia
PT. Transocean Indonesia
Indonesia
R&B Falcon (A) Pty Ltd
Western Australia
R&B Falcon (Caledonia) Limited
England & Wales
R&B Falcon (U.K.) Limited
England & Wales
R&B Falcon Exploration Co., LLC
Oklahoma
Ranger Insurance Limited
Bermuda
RBF Rig Corporation, LLC
Delaware
Reading & Bates Coal Co., LLC
Nevada
Safemal Drilling Sdn. Bhd.
Malaysia
Santa Fe Braun Inc.
Delaware
Santa Fe Construction Company
Delaware
Santa Fe Drilling Company of Venezuela, C.A.
California
Saudi Drilling Company Limited
Saudi Arabia
Sedco Forex International Limited
Bermuda
Services Petroliers Transocean
France
Servicios Petroleros Santa Fe, S.A.
Venezuela
Songa Offshore Delta Limited
Cyprus
Songa Offshore Drilling Limited
Cyprus
Songa Offshore Enabler Limited
Cyprus
Songa Offshore Encourage Limited
Cyprus
Songa Offshore Endurance Limited
Cyprus
Songa Offshore Equinox Limited
Cyprus
Songa Offshore Management Limited
Cyprus
Songa Offshore Pte. Ltd.
Singapore
Songa Offshore Rig 2 AS
Norway
Songa Offshore Rig 3 AS
Norway
Songa Offshore Saturn Limited
Cyprus
Songa Offshore SE
Cyprus
Songa Offshore T & P Cyprus Limited
Cyprus
T. I. International Mexico, S. de R.L. de C.V.
Mexico
TILAM Holdings Limited
Bermuda
Transocean Africa Drilling Limited
Bermuda
Transocean Aquila Limited
Bermuda
Transocean Asia Services Sdn Bhd
Malaysia
Transocean Asset Holdings 1 Limited
Bermuda
Transocean Asset Holdings 2 Limited
Bermuda
Transocean Asset Holdings 3 Limited
Bermuda
Transocean Atlas Limited
Bermuda
Transocean Barents ASA
Norway
Transocean Brasil Ltda.
Brazil

Exhibit 21
3
Entity
Jurisdiction
Transocean Britannia Limited
Bermuda
Transocean Canada Drilling Services Ltd.
Nova Scotia
Transocean Cayman Management Services Limited
Cayman Islands
Transocean Conqueror Limited
Bermuda
Transocean Conqueror Opco LLC
Delaware
Transocean Corporate Services Limited
Cayman Islands
Transocean Cyprus Capital Management Public Limited
Cyprus
Transocean Deepwater Drilling Services Limited
Bermuda
Transocean Deepwater Holdings Limited
Bermuda
Transocean Deepwater Inc.
Delaware
Transocean Deepwater Mauritius
Mauritius
Transocean Deepwater Nautilus Limited
Cayman Islands
Transocean Deepwater Seafarer Services Limited
Bermuda
Transocean Discoverer 534 LLC
Delaware
Transocean Drilling Enterprises S.a r.l.
Luxembourg
Transocean Drilling Israel Ltd.
Cayman Islands
Transocean Drilling Namibia Limited
Bermuda
Transocean Drilling Offshore S.a r.l.
Luxembourg
Transocean Drilling Sdn. Bhd.
Malaysia
Transocean Drilling Services (India) Private Limited
India
Transocean Drilling U.K. Limited
Scotland
Transocean DWA Limited
Cayman Islands
Transocean DWL Limited
Cayman Islands
Transocean Eastern Pte. Ltd.
Singapore
Transocean Employee Support Fund
Texas
Transocean Enabler Financing Limited
Bermuda
Transocean Enabler Limited
Bermuda
Transocean Encourage Financing Limited
Bermuda
Transocean Encourage Limited
Bermuda
Transocean Endurance Limited
Cayman Islands
Transocean Endurance Rigco Limited
Cayman Islands
Transocean Entities Holdings GmbH
Switzerland
Transocean Equinox Limited
Cayman Islands
Transocean Equinox Rigco Limited
Cayman Islands
Transocean Finance Limited
Bermuda
Transocean Financing (Cayman) Limited
Bermuda
Transocean Financing GmbH
Switzerland
Transocean Guardian Limited
Bermuda
Transocean Holdings 1 Limited
Bermuda
Transocean Holdings 2 Limited
Bermuda
Transocean Holdings 3 Limited
Bermuda
Transocean Holdings LLC
Delaware
Transocean Hungary Holdings LLC
Hungary
Transocean Hungary Ventures LLC
Hungary
Transocean Innovation Labs Ltd.
Bermuda
Transocean International Holdings Limited
Bermuda
Transocean International Limited
Bermuda
Transocean International Resources, Limited
Bermuda
Transocean Investimentos Ltda.
Brazil
Transocean Investments Holdings LLC
Delaware
Transocean Investments S.a r.l.
Luxembourg
Transocean Ltd.
Switzerland
Transocean Management Services GmbH
Switzerland

Exhibit 21
4
Entity
Jurisdiction
Transocean Minerals Holdings Limited
Bermuda
Transocean Nautilus Limited
Cayman Islands
Transocean Norge Limited
Cayman Islands
Transocean Norway Operations AS
Norway
Transocean Offshore (North Sea) Ltd.
Bermuda
Transocean Offshore Deepwater Drilling Inc.
Delaware
Transocean Offshore Deepwater Holdings Limited
Bermuda
Transocean Offshore Gulf of Guinea II Limited
Bermuda
Transocean Offshore Gulf of Guinea VII Limited
Bermuda
Transocean Offshore Gulf of Guinea XIII Limited
Bermuda
Transocean Offshore International Limited
Bermuda
Transocean Offshore International Ventures Limited
Bermuda
Transocean Offshore Limited
Delaware
Transocean Offshore PR Limited
Bermuda
Transocean Offshore USA Inc.
Delaware
Transocean Onshore Support Services Limited
Scotland
Transocean Orion Limited
Cayman Islands
Transocean Pontus Limited
Bermuda
Transocean Pontus Opco, Inc.
Delaware
Transocean Poseidon Limited
Bermuda
Transocean Poseidon Opco, Inc.
Delaware
Transocean Proteus Limited
Bermuda
Transocean Proteus Opco LLC
Delaware
Transocean Quantum Holdings Limited
Cayman Islands
Transocean Quantum Management Limited
Bermuda
Transocean Quantum Rig Holdings Limited
Cayman Islands
Transocean Quantum Sentry Holdings Limited
Cayman Islands
Transocean Rig 140 Limited
Bermuda
Transocean Rig Ventures Limited
Cayman Islands
Transocean Sedco Forex Ventures Limited
Bermuda
Transocean Sentry Limited
Bermuda
Transocean Services (India) Private Limited
India
Transocean Services AS
Norway
Transocean Skyros Limited
Bermuda
Transocean Spitsbergen ASA
Norway
Transocean SPSF Holdings Limited
Bermuda
Transocean Sub Asset Holdings 1 Limited
Bermuda
Transocean Sub Asset Holdings 2 Limited
Bermuda
Transocean Sub Asset Holdings 3 Limited
Bermuda
Transocean Support Services Limited
Bermuda
Transocean Support Services Nigeria Limited
Nigeria
Transocean Support Services Private Limited
India
Transocean Technical Services Egypt LLC
Egypt
Transocean Titan Financing Limited
Bermuda
Transocean U.S. Holdings LLC
Delaware
Transocean UK Limited
England & Wales
Transocean Voyager 1 Limited
Bermuda
Transocean Worldwide Limited
Bermuda
Triton Aquila GmbH
Switzerland
Triton Asset Leasing GmbH
Switzerland
Triton Atlas GmbH
Switzerland
Triton Capital I GmbH
Switzerland
Triton Capital II GmbH
Switzerland

Exhibit 21
5
Entity
Jurisdiction
Triton Capital Mexico GmbH
Switzerland
Triton Conqueror GmbH
Switzerland
Triton Corcovado LLC
Hungary
Triton Financing LLC
Hungary
Triton Gemini GmbH
Switzerland
Triton Holdings Limited
Bermuda
Triton Hungary Asset Management LLC
Hungary
Triton Hungary Investments 1 Limited Liability
Company
Hungary
Triton Industries Limited
Bermuda
Triton KG2 GmbH
Switzerland
Triton Management Services LLC
Hungary
Triton Mykonos LLC
Hungary
Triton Nautilus Asset Leasing GmbH
Switzerland
Triton Nautilus Asset Management LLC
Hungary
Triton Poseidon GmbH
Switzerland
Triton Quantum I GmbH
Switzerland
Triton Quantum II GmbH
Switzerland
Triton Quantum Rig Holdings GmbH
Switzerland
Triton Titan GmbH
Switzerland
Triton Voyager Asset Leasing GmbH
Switzerland
TRM Holdings Limited
Bermuda
TSSA - Servicos de Apoio, Lda.
Angola

Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements of Transocean Ltd. and subsidiaries:           
(1)
Registration Statement (Form S-4 No. 333-46374-99) as amended by Post-Effective Amendments on Form S-8 and Form S-3,
(2)
Registration Statement (Form S-4 No. 333-54668-99) as amended by Post-Effective Amendments on Form S-8 and Form S-3,
(3)
Registration Statement (Form S-8 No. 033-64776-99) as amended by Post-Effective Amendments on Form S-8,
(4)
Registration Statement (Form S-8 No. 333-12475-99) as amended by Post-Effective Amendments on Form S-8,
(5)
Registration Statement (Form S-8 No. 333-58211-99) as amended by Post-Effective Amendments on Form S-8,
(6)
Registration Statement (Form S-8 No. 333-58203-99) as amended by Post-Effective Amendments on Form S-8,
(7)
Registration Statement (Form S-8 No. 333-94543-99) as amended by Post-Effective Amendment on Form S-8,
(8)
Registration Statement (Form S-8 No. 333-94569-99) as amended by Post-Effective Amendment on Form S-8,
(9)
Registration Statement (Form S-8 No. 333-94551-99) as amended by Post-Effective Amendment on Form S-8,
(10) Registration Statement (Form S-8 No. 333-75532-99) as amended by Post-Effective Amendment on Form S-8,
(11) Registration Statement (Form S-8 No. 333-75540-99) as amended by Post-Effective Amendment on Form S-8,
(12) Registration Statement (Form S-8 No. 333-106026-99) as amended by Post-Effective Amendment on Form S-8,
(13) Registration Statement (Form S-8 No. 333-115456-99) as amended by Post-Effective Amendment on Form S-8,
(14) Registration Statement (Form S-8 No. 333-130282-99) as amended by Post-Effective Amendment on Form S-8,
(15) Registration Statement (Form S-8 No. 333-147669-99) as amended by Post-Effective Amendment on Form S-8,
(16) Registration Statement (Form S-8 No. 333-163320),
(17) Registration Statement (Form S-8 No. 333-204359),
(18) Registration Statement (Form S-4 No. 333-213146) as supplemented by Registration Statement (Form S-4 No. 333-214768),
(19) Registration Statement (Form S-4 No. 333-220791),
(20) Registration Statement (Form S-4 No. 333-222894),
(21) Registration Statement (Form S-3 No. 333-222895),
(22) Registration Statement (Form S-3 No. 333-222896),
(23) Registration Statement (Form S-4 No. 333-227487),
(24) Registration Statement (Form S-8 No. 333-227750),
(25) Registration Statement (Form S-8 No. 333-238091),
(26) Registration Statement (Form S-3 No. 333-248616),
(27) Registration Statement (Form S-3 No. 333-257093),
(28) Registration Statement (Form S-8 No. 333-257804),
(29) Registration Statement (Form S-8 No. 333-272734),
(30) Registration Statement (Form S-3 No. 333-274320),
(31) Registration Statement (Form S-3 No. 333-274790),
(32) Registration Statement (Form S-3 No. 333-280592),
(33) Registration Statement (Form S-8 No. 333-280610) as amended by Post-Effective Amendment on Form S-8, and
(34) Registration Statement (Form S-3 No. 333-280617),
of our reports dated February 18, 2025, with respect to the consolidated financial statements of Transocean Ltd. and subsidiaries and
the effectiveness of internal control over financial reporting of Transocean Ltd. and subsidiaries included in this Annual Report (Form
10-K) of Transocean Ltd. for the year ended December 31, 2024.
/s/ Ernst & Young LLP
Houston, Texas
February 18, 2025

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Chadwick C. Deaton
Name:  Chadwick C. Deaton

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By:
/s/ Domenic J. “Nick” Dell’Osso, Jr.
Name: Domenic J. “Nick” Dell’Osso, Jr.

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Frederico F. Curado
Name:  Frederico F. Curado

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Frederik W. Mohn
Name:  Frederik W. Mohn

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Glyn A. Barker
Name:  Glyn A. Barker

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Robert Thaddeus Vayda, Brady K. Long, Jason
Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and lawful attorney
or attorneys with power to act with or without the other, and with full power of substitution and
resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as
the case may be, of the Company, the Form 10-K and any and all amendments thereto, including
any and all exhibits and other instruments and documents said attorney or attorneys shall deem
necessary, appropriate or advisable in connection therewith, and to file the same with the
Commission and to appear before the Commission in connection with any matter relating
thereto.  Each of said attorneys shall have the full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary
or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the acts that said
attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Jeremy D. Thigpen
Name:  Jeremy D. Thigpen

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in her capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, her true
and lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in her name, place and stead, in her capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Margareth Øvrum
Name:
 
Margareth Øvrum

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Samuel J. Merksamer
Name:  Samuel J. Merksamer

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in her capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, her true
and lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in her name, place and stead, in her capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Vanessa C. L. Chang
Name: Vanessa C. L. Chang

Exhibit 24
TRANSOCEAN LTD.
 
Power of Attorney
 
 
WHEREAS, TRANSOCEAN LTD., a Swiss company (the “Company”), intends to file with the
Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company,
together with any and all exhibits, documents and other instruments and documents necessary,
advisable or appropriate in connection therewith, including any amendments thereto (the “Form
10-K”);
 
NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case
may be, of the Company, does hereby appoint Jeremy D. Thigpen, Robert Thaddeus Vayda, Brady
K. Long, Jason Pack, Daniel Ro-Trock and Sandro Thoma, and each of them severally, his true and
lawful attorney or attorneys with power to act with or without the other, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his capacity as director,
officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments
thereto, including any and all exhibits and other instruments and documents said attorney or
attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the
same with the Commission and to appear before the Commission in connection with any matter
relating thereto.  Each of said attorneys shall have the full power and authority to do and perform
in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever
necessary or desirable to be done in the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, the undersigned hereby ratifying and approving the acts
that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
 
IN WITNESS WHEREOF, the undersigned has executed this power of attorney to be effective as
of the 18th day of February 2025.
 
   
By: 
/s/ Vincent J. Intrieri
Name: Vincent J. Intrieri

Exhibit 31.1
CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeremy D. Thigpen, certify that:
1.
I have reviewed this report on Form 10-K of Transocean Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated:     February 18, 2025
 /s/ Jeremy D. Thigpen
Jeremy D. Thigpen
Chief Executive Officer

Exhibit 31.2
CFO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Thaddeus Vayda, certify that:
1.
I have reviewed this report on Form 10-K of Transocean Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
b)
designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant’s internal control over financial reporting.
Dated:     February 18, 2025
 /s/ Robert Thaddeus Vayda
Robert Thaddeus Vayda
Executive Vice President and Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF 
THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) 
OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code), I, Jeremy D. Thigpen, Chief Executive Officer of Transocean Ltd., a Swiss corporation
(the “Company”), hereby certify, to my knowledge, that:
(1)
the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated:
February 18, 2025
/s/ Jeremy D. Thigpen
Jeremy D. Thigpen
Chief Executive Officer
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the
Report or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
CERTIFICATION PURSUANT TO SECTION 906 OF 
THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) 
OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63
of Title  18, United States Code), I, Robert Thaddeus Vayda, Executive Vice President and Chief Financial Officer of
Transocean Ltd., a Swiss corporation (the “Company”), hereby certify, to my knowledge, that:
(1)
the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated:
February 18, 2025
 /s/ Robert Thaddeus Vayda
Robert Thaddeus Vayda
Executive Vice President and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the
Report or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the U.S. Securities and Exchange Commission or its staff upon request.