RIG 10-K Annual Report Dec. 31, 2020 | Alphaminr

RIG 10-K Fiscal year ended Dec. 31, 2020

TRANSOCEAN LTD.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 BusinessNote 2 Significant Accounting PoliciesNote 3 Business CombinationsNote 4 Unconsolidated AffiliatesNote 5 RevenuesNote 6 Drilling FleetNote 7 Goodwill and Other IntangiblesNote 8 LeasesNote 9 DebtNote 10 Income TaxesNote 11 Loss Per ShareNote 12 Postemployment Benefit PlansNote 13 Commitments and ContingenciesNote 14 EquityNote 15 Share-based CompensationNote 16 Supplemental Balance Sheet InformationNote 17 Supplemental Cash Flow InformationNote 18 Financial InstrumentsNote 19 Risk ConcentrationNote 20 Operating Segments, Geographic Analysis and Major CustomersNote 21 Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships, Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Agreement and Plan of Merger, dated September3, 2018, by and among TransoceanLtd., Transocean Oceanus HoldingsLimited, Transocean OceanusLimited and Ocean Rig UDWInc. Exhibit2.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on September4, 2018 3.1 Articles of Association of TransoceanLtd. Exhibit3.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on May11, 2020 3.2 Organizational Regulations of TransoceanLtd., adopted November18, 2016 Exhibit3.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on November23, 2016 4.1 Description of Securities Registered Pursuant to Section12 of the Securities Exchange Act of 1934 Filed herewith 4.2 Credit Agreement dated June22, 2018, among TransoceanInc., the lenders parties thereto and Citibank,N.A., as administrative agent and collateral agent. Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on June27, 2018 4.3 Increase of Commitments and First Amendment to Credit Agreement, dated May13, 2019, among TransoceanInc., the lenders and issuing banks parties thereto, Citibank,N.A., as administrative agent, and for the limited purposes set forth therein, TransoceanLtd. and certain of its subsidiaries Exhibit10.1 to TransoceanLtd. s Current Report on Form8-K (Commission File No.001-38373) filed on May13, 2019 4.4 Increase of Commitments, Second Amendment to Credit Agreement and First Amendment to Guaranties, dated July15, 2019, among TransoceanInc., the lenders and issuing banks parties thereto, Citibank,N.A., as administrative agent, and for the limited purposes set forth therein, TransoceanLtd. and certain of its subsidiaries Exhibit10.1 to TransoceanLtd. s Current Report on Form8-K (Commission File No.001-38373) filed on July15, 2019 4.5 Curative Agreement, dated September24, 2019, between TransoceanInc. and Citibank,N.A., as administrative agent for the lenders under the Credit Agreement dated June22, 2018, as amended Exhibit10.2 to TransoceanLtd. s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended September30, 2019 4.6 Increase of Commitments and Third Amendment to Credit Agreement, dated December23, 2019, among TransoceanInc., the lenders and issuing banks parties thereto, Citibank,N.A., as administrative agent, and for the limited purposes set forth therein, TransoceanLtd. and certain of its subsidiaries Exhibit4.6 to TransoceanLtds Annual Report on Form10K (Commission File No.001-38373) filed on February18, 2020 4.7 Indenture, dated July13, 2018, by and among Transocean Guardian Limited, the Guarantors and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtds Current Report on Form8-K (Commission File No.001-38373) filed on July17, 2018 4.8 Indenture, dated July20, 2018, by and among Transocean PontusLimited, the Guarantors and Wells Fargo Bank, NationalAssociation. Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on July24, 2018 4.9 First Supplemental Indenture, dated April15, 2019, by and among Transocean PontusLimited, Wells Fargo Bank, National Association, as trustee and collateral agent, and the Note Parties, supplementing the Indenture dated as of July20, 2018 Exhibit4.4 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended March31, 2019 4.13 Fifth Supplemental Indenture, dated as of December18, 2008, among TransoceanLtd., TransoceanInc. and The Bank of New York Mellon Trust Company,N.A., as trustee Exhibit4.4 to TransoceanLtd.s Current Report on Form8-K (Commission File No.333-75899) filed on December19, 2008 4.20 SecondSupplemental Indenture dated as of November20, 2001, between Global MarineInc. and Wilmington TrustCompany, as Trustee, relating to Debt Securities of Global MarineInc. Exhibit4.2 to GlobalSantaFeCorporations Annual Report on Form10-K (Commission File No.001-14634) for the year ended December31, 2004 4.21 Third Supplemental Indenture, dated as of July29, 2019, among Global MarineInc, TransoceanInc. and Wilmington TrustCompany, as trustee, relating to Debt Securities of Global MarineInc. Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on July29, 2019 4.24 Senior Indenture, dated as of December11, 2007, between TransoceanInc. and Wells Fargo Bank, NationalAssociation Exhibit4.36 to TransoceanInc.s Annual Report on Form10-K (Commission File No.333-75899) for the year ended December31, 2007 4.25 FirstSupplemental Indenture, dated as of December11, 2007, between TransoceanInc. and Wells Fargo Bank, NationalAssociation Exhibit4.37 to TransoceanInc.s Annual Report on Form10-K (Commission File No.333-75899) for the year ended December31, 2007 4.26 ThirdSupplemental Indenture, dated as of December18, 2008, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, National Association, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8-K (Commission File No.333-75899) filed on December19, 2008 4.27 FourthSupplemental Indenture, dated as of September21, 2010, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, NationalAssociation, as trustee Exhibit4.1 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended September30, 2010 4.28 FifthSupplemental Indenture, dated as of December5, 2011, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, National Association, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on December5, 2011 4.29 SixthSupplemental Indenture, dated as of September13, 2012, among TransoceanInc., TransoceanLtd. and Wells Fargo Bank, NationalAssociation, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on September13, 2012 4.30 Indenture, dated as of July21, 2016, by and among TransoceanInc., the Guarantors and Wells Fargo Bank, NationalAssociation Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on July22, 2016 4.31 Indenture, dated as of October19, 2016, by and among Transocean Phoenix2Limited, TransoceanLtd., TransoceanInc., Triton CapitalIIGmbH and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on October20, 2016 4.32 First Supplemental Indenture, dated April15, 2019, by and among Transocean Phoenix 2Limited, Wells Fargo Bank, National Association, as trustee and collateral agent, and the Note Parties supplementing the Indenture dated as of October19, 2016 Exhibit4.2 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended March31, 2019 4.33 Indenture, dated December8, 2016, by and among Transocean ProteusLimited, the Guarantors and Wells FargoBank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on December8, 2016 4.34 First Supplemental Indenture, dated April15, 2019, by and among Transocean ProteusLimited, Wells Fargo Bank, NationalAssociation, as trustee and collateral agent, and the Note Parties, supplementing the Indenture dated as of December8, 2016 Exhibit4.3 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended March31, 2019 4.35 Indenture dated as of October17, 2017, by and among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on October17, 2017 4.36 Indenture, dated January30, 2018, among TransoceanInc., TransoceanLtd., as guarantor, and Computershare Trust CompanyN.A. and Computershare Trust Company of Canada, as co-trustees Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on January30, 2018 4.37 Form of 0.50%Exchangeable Senior Bonds due 2023 ExhibitA of Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on January30, 2018 4.38 Registration Rights Agreement, dated as of January30, 2018, among TransoceanLtd., TransoceanInc., and the security holders named therein Exhibit4.3 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on January30, 2018 4.39 Indenture, dated October25, 2018, among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee Exhibit4.32 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.001-38373) filed on February19, 2019 4.40 Indenture, dated February1, 2019, by and among TransoceanPoseidon Limited, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on February1, 2019 4.41 Indenture, dated May24, 2019, by and among Transocean SentryLimited, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on May29, 2019 4.42 Indenture, dated January17, 2020, by and among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on January17, 2020 4.43 Indenture, dated as of August14, 2020, by and among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on August14, 2020 4.44 Amendment to Registration Rights Agreement, dated as of August14, 2020, by and among TransoceanLtd., TransoceanInc. and Perestroika (Cyprus)Ltd. Exhibit4.2 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on August14, 2020 4.45 Indenture, dated as of September11, 2020, by and among Transocean Inc., the guarantors party thereto and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on September11, 2020 4.46 Supplemental Indenture, dated November30, 2020, by and among TransoceanInc., TransoceanLtd., certain of TransoceanInc.s subsidiaries, and Wells Fargo Bank, National Association, as trustee, supplementing the Indenture dated as of September11, 2020. Exhibit4.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on December1, 2020 4.47 Supplemental Indenture, dated November30, 2020, by and among TransoceanInc., TransoceanLtd., certain of TransoceanInc.s subsidiaries, and Wells Fargo Bank, National Association, as trustee, supplementing the Indenture dated as of August14, 2020. Exhibit4.2 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on December1, 2020 4.48 Fourth Amendment to Credit Agreement, dated November30, 2020, among TransoceanInc., the lenders and issuing banks parties thereto, Citibank,N.A., as administrative agent, and for the limited purposes set forth therein, certain of TransoceanInc.s subsidiaries. Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on December1, 2020. * 10.1 Amended and Restated 2015 TransoceanLtd. Long-Term Incentive Plan Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on May11, 2020 10.2 Form of Voting and Support Agreement, by and among TransoceanLtd. and certain shareholders of Ocean Rig UDWInc. Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on September4, 2018 10.3 Form of Voting and Support Agreement, by and among OceanRig UDWInc. and certain shareholders of TransoceanLtd. Exhibit10.2 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on September4, 2018. * 10.4 Long-Term Incentive Plan of TransoceanLtd. (as amended and restated as of February12, 2009) Exhibit10.5 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2008 * 10.5 First Amendment to Long-Term Incentive Plan of TransoceanLtd. (as amended and restated as of February12, 2009) Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on May22, 2013 * 10.7 GlobalSantaFeCorporation Key Employee Deferred Compensation Plan effective January1, 2001 and Amendment to GlobalSantaFeCorporation Key Employee Deferred Compensation Plan effective November20, 2001 Exhibit10.33 to the GlobalSantaFeCorporation Annual Report on Form10-K (Commission File No.001-14634) for the year ended December31, 2004 * 10.8 Amendment to TransoceanInc. Deferred Compensation Plan Exhibit10.1 to TransoceanInc.s Current Report on Form8-K (Commission File No.333-75899) filed on December29, 2005 * 10.11 Form of 2008Director Deferred Unit Award Exhibit10.20 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2008 * 10.12 Form of 2009Director Deferred Unit Award Exhibit10.19 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2009 * 10.13 Terms and Conditions of 2013Director Deferred Unit Award Exhibit10.14 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2015 * 10.14 Terms and Conditions of 2014Director Deferred Unit Award Exhibit10.15 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2015 * 10.15 Terms and Conditions of 2015Director Restricted Share Unit Award Exhibit10.16 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2015 * 10.16 Terms and Conditions of 2014Executive Equity Award Exhibit10.19 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2015 * 10.17 Terms and Conditions of 2015Executive Equity Award Exhibit10.20 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2015 10.18 Terms and Conditions of the July2008 Nonqualified Share Option Award Exhibit10.2 to TransoceanInc.s Annual Report on Form10-Q (Commission File No.333-75899) for the quarter ended June30, 2008 * 10.19 Terms and Conditions of the February2009 Nonqualified Share Option Award Exhibit10.30 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2008 * 10.20 Terms and Conditions of the February2012 Long Term Incentive Plan Award Exhibit10.28 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2011 * 10.21 TransoceanLtd. Incentive Recoupment Policy Exhibit10.30 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2012 10.22 Form of Novation Agreement dated as of November27, 2007 by and among GlobalSantaFeCorporation, Transocean Offshore Deepwater DrillingInc. and certain executives Exhibit10.1 to TransoceanInc.s Current Report on Form8-K (Commission File No.333-75899) filed on December3, 2007 * 10.33 GlobalSantaFe 2003Long-Term Incentive Plan (as Amended and Restated Effective June7, 2005) Exhibit10.4 to GlobalSantaFeCorporations Quarterly Report on Form10-Q (Commission File No.001-14634) for the quarter ended June30, 2005 * 10.34 TransoceanLtd. Pension Equalization Plan, as amended and restated, effective January1, 2009 Exhibit10.41 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2008 * 10.35 TransoceanU.S. Supplemental Retirement Benefit Plan, as amended and restated, effective as of November27, 2007 Exhibit10.11 to TransoceanInc.s Current Report on Form8-K (Commission File No.333-75899) filed on December3, 2007 * 10.37 TransoceanU.S. Supplemental Savings Plan Exhibit10.44 to TransoceanLtd.s Annual Report on Form10-K (Commission File No.000-53533) for the year ended December31, 2008 10.38 Form of Indemnification Agreement entered into between TransoceanLtd. and each of its Directors and Executive Officers Exhibit10.1 to TransoceanInc.s Current Report on Form8-K (Commission File No.333-75899) filed on October10, 2008 * 10.39 Form of Assignment Memorandum for Executive Officers Exhibit10.6 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on December19, 2008 10.40 Drilling Contract between Vastar Resources,Inc. and R&BFalcon DrillingCo. dated December9, 1998 with respect toDeepwaterHorizon, as amended Exhibit10.1 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarterly period ended June30, 2010 * 10.41 Executive Severance Benefit Policy Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.000-53533) filed on February23, 2012 10.42 Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May20, 2015, among Triton Asset LeasingGmbH, Transocean DeepwaterInc., Transocean Offshore Deepwater DrillingInc., Transocean HoldingsLLC, the Plaintiffs Steering Committee in MDL2179, and theDeepwaterHorizonEconomic and Property Damages Settlement Class Exhibit10.3 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended June30, 2015 10.43 Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May20, 2015, among Transocean Offshore Deepwater DrillingInc., Transocean DeepwaterInc., Transocean HoldingsLLC, Triton Asset LeasingGmbH, BP Exploration and ProductionInc. and BPAmerica ProductionCo. Exhibit10.6 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended June30, 2015 10.44 Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May29, 2015, among Transocean Offshore Deepwater DrillingInc., Transocean DeepwaterInc., Transocean HoldingsLLC, Triton Asset LeasingGmbH, the Plaintiffs Steering Committee in MDL2179, and theDeepwaterHorizonEconomic and Property Damages Settlement Class Exhibit10.7 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended June30, 2015 * 10.45 Employment Agreement with Keelan Adamson dated August10, 2018 Exhibit10.1 to TransoceanLtd.s Current Report on Form8-K (Commission File No.001-38373) filed on August14, 2018. * 10.46 Employment Agreement with Jeremy D.Thigpen effective September1, 2016 Exhibit10.1 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended September30, 2016 * 10.47 Employment Agreement with Mark L.Mey effective September1, 2016 Exhibit10.2 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.000-53533) for the quarter ended September30, 2016 * 10.48 Amended and Restated Performance Award and Cash Bonus Plan of TransoceanLtd. Filed herewith * 10.49 Terms and Conditions of 2020 Executive Equity Awards Exhibit10.2 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended June30, 2020 * 10.50 Terms and Conditions of 2020 Director Restricted Share Unit Award Exhibit10.3 to TransoceanLtd.s Quarterly Report on Form10-Q (Commission File No.001-38373) for the quarter ended June30, 2020 21 Subsidiaries of TransoceanLtd. Filed herewith 23.1 Consent of Ernst & YoungLLP Filed herewith 24 Powers of Attorney Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002 Furnished herewith