Form 8-K/A - Current report: [Amend]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 26, 2024 (July 24, 2024)

TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)


Switzerland	001-38373	98-0599916
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)


Turmstrasse 30
Steinhausen, Switzerland		CH-6312

(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: +41 (41) 749-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Explanatory Note

This Form 8-K/A is being filed by Transocean Ltd. (the “Company”) to amend Item 7.01 of the Current Report on Form 8-K filed by the Company on July 24, 2024 (the “Original Form 8-K”), solely to correct certain information reported by the Company on July 24, 2024, including in the Company’s Fleet Status Report dated July 24, 2024 (the “FSR”), each as described below. All other information reported by the Company on July 24, 2024, including in the FSR, remains unchanged.

The Company’s previously reported backlog of approximately $8.8 billion as of July 24, 2024, was based upon a backlog of $8.754 that was incorrect due to an administrative error. The Company’s correct total backlog as of July 24, 2024, is approximately $8.641 billion. Additionally, the FSR reflected (i) an incorrect dayrate for the Transocean Spitsbergen of $431,000 for segments Nov-23 to Jan-25 and Mar-25 to Jul-25, (ii) incorrect Estimated Average Contract Dayrates for our Ultra-Deepwater Floaters for Q1 2025 of $431,000 and for Q2 2025 of $430,000, and (iii) incorrect historical Estimated Start Dates for the current contract segments for the Transocean Enabler and Transocean Encourage. The correct dayrate for the Transocean Spitsbergen for the segments referenced above is $341,000, and the correct Estimated Average Contract Dayrates for our Ultra-Deepwater Floaters for Q1 2025 and Q2 2025 are $432,000 and $436,000, respectively. The correct Estimated Start Dates for the current segments for each of the Transocean Enabler and Transocean Encourage is July 2024.

Item 7.01Regulation FD Disclosure.

The Company’s corrected Fleet Status Report is a replacement of the FSR furnished on the Original Form 8-K. The foregoing information and the corrected Fleet Status Report attached as Exhibit 99.1 to this amendment to Current Report on Form 8-K/A are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.		Description

99.1		Fleet Status Report dated July 24, 2024
101		Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104		Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	TRANSOCEAN LTD.


Date: July 26, 2024	By:	/s/ Daniel Ro-Trock
		Daniel Ro-Trock
		Authorized Person

Updated: July 24, 2024
Significant Updates Noted in Bold
		Primary							Dayrate on
		Hookload	Yr.				Estimated	Estimated	Current
	Footnote	Capacity	Entered				Start	End	Contract
Rig Type/Name	References	(Short Tons)	Service	Location	Customer	Status	Date	Date	(Dollars)	Additional Comments
Ultra-Deepwater Floaters (28)
Drillships (26)
Deepwater Titan	1	1,700	2023	USGOM	Chevron	Firm	Apr-23	Apr-28	455,000
Deepwater Atlas		1,700	2022	USGOM	Beacon	Firm	Jul-24	Jul-25	455,000
				USGOM	Beacon	Firm	Jul-25	Feb-26	505,000
				USGOM	Beacon	Contingent	Feb-26	Jun-26	505,000
				USGOM	Beacon	Firm	Jun-26	Nov-26	580,000
				USGOM	Beacon	Contingent	Nov-26	Jan-27	650,000
Deepwater Aquila	2, 3	1,400	2024	Brazil	Petrobras	Firm	Jun-24	Jun-27	437,000
Deepwater Poseidon	1	1,400	2018	USGOM	Shell	Firm	Sep-18	Feb-28	486,000
Deepwater Pontus	1	1,400	2017	USGOM	Shell	Firm	Oct-17	Oct-27	491,000
Deepwater Conqueror		1,400	2016	USGOM	Chevron	Firm	Apr-23	Apr-25	440,000
Deepwater Proteus	1	1,400	2016	USGOM	Shell	Firm	Aug-16	May-26	489,000
Deepwater Thalassa	1	1,400	2016	USGOM	Shell	Firm	Jul-16	Feb-26	486,000
Deepwater Asgard		1,400	2014	USGOM	Hess Corporation	Firm	Jun-24	Jun-25	505,000
				USGOM	Hess Corporation	Firm	Jun-25	Jun-26	515,000
Deepwater Invictus	1	1,400	2014	USGOM	Not Disclosed	Firm	Jul-24	Aug-24	Not disclosed
				Mexico	Not Disclosed	Firm	Feb-26	Jan-29	480,000	Transocean may designate one of the following rigs by February 1, 2025 to this contract: Deepwater Invictus, Deepwater Asgard, Deepwater Conqueror, Deepwater Proteus or Deepwater Thalassa. The commencement window is February 1, 2026 to September 1, 2026.
Deepwater Skyros	3	1,250	2013	Angola	TotalEnergies	Firm	Dec-22	Mar-25	310,000
	3			Angola	TotalEnergies	Firm	Mar-25	Jan-26	400,000
Discoverer Inspiration		1,130	2010			Idle				Idle Apr-23
Deepwater Corcovado	2, 3	1,000	2011	Brazil	Petrobras	Firm	Sep-23	Sep-27	394,000
Deepwater Mykonos	2, 3	1,000	2011	Brazil	Petrobras	Firm	Oct-23	Oct-25	366,000
Deepwater Orion	2, 3	1,000	2011	Brazil	Petrobras	Firm	Mar-24	Mar-27	407,000
Dhirubhai Deepwater KG2	2, 3	1,000	2010	Brazil	Petrobras	Firm	Jun-24	May-26	429,000
Petrobras 10000		1,000	2009	Brazil	Petrobras	Out of Service	Jul-24	Aug-24	-	42 days
	1, 2			Brazil	Petrobras	Firm	Aug-24	Oct-24	385,000	Dayrate excludes 5% royalty for dual activity patent.
	1, 2			Brazil	Petrobras	Firm	Oct-24	Oct-25	397,000	Dayrate excludes 5% dual activity royalty; patent expires in May 2025.
	1, 2			Brazil	Petrobras	Firm	Oct-25	Oct-26	409,000
	1, 2			Brazil	Petrobras	Firm	Oct-26	Oct-27	421,000
	1, 2			Brazil	Petrobras	Firm	Oct-27	Oct-28	433,000
	1, 2			Brazil	Petrobras	Firm	Oct-28	Aug-29	446,000
Dhirubhai Deepwater KG1		1,000	2009	India	ONGC	Firm	May-24	Feb-26	347,500
Ocean Rig Apollo		1,250	2015			Stacked				Stacked May-16
Ocean Rig Athena		1,250	2014			Stacked				Stacked Mar-17
Ocean Rig Mylos		1,250	2013			Stacked				Stacked Sep-16
Discoverer India		1,130	2010			Stacked				Stacked Jul-20
Discoverer Americas		1,130	2009			Stacked				Stacked Apr-16
Discoverer Clear Leader		1,130	2009			Stacked				Stacked Jun-19
Deepwater Champion		1,000	2011			Stacked				Stacked Feb-16
Discoverer Luanda		750	2010			Stacked				Stacked Feb-18
Semisubmersibles (2)
Development Driller III		1,000	2009			Idle				Idle Aug-23
GSF Development Driller I		1,000	2005			Stacked				Stacked Nov-20

				Q3 2024	Q4 2024	Q1 2025	Q2 2025
Estimated Average Contract Dayrates (4)				$440,000	$431,000	$432,000	$436,000


Harsh Environment Floaters (8)
Semisubmersibles (8)
Transocean Norge	2, 3	1,000	2019	Norway	Wintershall DEA/OMV	Firm	Apr-24	Sep-24	375,000	The order of the wells is subject to change.
	2, 3			Norway	Wintershall DEA/OMV	Firm	Sep-24	Dec-24	425,000	The order of the wells is subject to change.
	2, 3			Norway	Wintershall DEA/OMV	Firm	Dec-24	Dec-24	375,000	The order of the wells is subject to change.
	2, 3			Norway	Wintershall DEA/OMV	Firm	Jan-25	Dec-25	430,000
	2, 3			Norway	Wintershall DEA/OMV	Firm	Jan-26	Dec-27	435,000
	2, 3			Norway	Wintershall DEA/OMV	Firm	Jan-28	Apr-28	517,000
Transocean Spitsbergen	1, 2, 3	1,000	2010	Norway	Equinor	Firm	Nov-23	Jan-25	341,000
				Norway	Equinor	Out of Service	Jan-25	Mar-25	-	70 days
	1, 2, 3			Norway	Equinor	Firm	Mar-25	Jul-25	341,000
	1, 2, 3			Norway	Equinor	Priced Option	Jul-25	Oct-25	381,000
	1, 2, 3			Norway	Equinor	Firm	Oct-25	Mar-26	483,000
Transocean Barents	1	1,000	2009	Romania	OMV Petrom S.A.	Firm	Feb-25	Jul-26	465,000
	1			Romania	OMV Petrom S.A.	Priced Option	Jul-26	Aug-26	480,000
	1			Romania	OMV Petrom S.A.	Priced Option	Aug-26	Sep-26	480,000
Transocean Enabler	1, 2, 3	750	2016	Norway	Equinor	Firm	Jul-24	Dec-25	398,000
	1, 2, 3			Norway	Equinor	Priced Option	Dec-25	Jan-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Jan-26	Feb-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Feb-26	Mar-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Mar-26	Apr-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Apr-26	May-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	May-26	Jun-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Jun-26	Jul-26	438,000
	1, 2, 3			Norway	Equinor	Priced Option	Jul-26	Aug-26	438,000
Transocean Encourage	1, 2, 3	750	2016	Norway	Equinor	Firm	Jul-24	Aug-25	371,000
	1, 2, 3			Norway	Not Disclosed	Firm	Aug-25	Aug-26	473,000
Transocean Endurance		750	2015	Australia	Woodside	Firm	Mar-24	Apr-25	380,000
				Australia	Woodside	Firm	Apr-25	Jun-25	390,000
				Australia	Woodside	Priced Option	Jun-25	Aug-25	390,000
				Australia	Woodside	Priced Option	Aug-25	Oct-25	390,000
				Australia	Woodside	Priced Option	Oct-25	Apr-26	390,000
Transocean Equinox		750	2015	Australia	Not Disclosed	Firm	Apr-24	Apr-25	455,000
				Australia	Not Disclosed	Priced Option	Apr-25	Jun-25	455,000
				Australia	Not Disclosed	Firm	Jul-25	Oct-25	485,000
				Australia	Not Disclosed	Priced Option	Oct-25	Oct-25	520,000
				Australia	Not Disclosed	Firm	Oct-25	Aug-26	485,000
				Australia	Not Disclosed	Priced Option	Aug-26	Oct-26	510,000
				Australia	Not Disclosed	Priced Option	Oct-26	Dec-26	510,000
				Australia	Not Disclosed	Priced Option	Dec-26	Feb-27	510,000
				Australia	Not Disclosed	Priced Option	Feb-27	Apr-27	510,000
				Australia	Not Disclosed	Priced Option	Apr-27	May-27	510,000
				Australia	Not Disclosed	Priced Option	May-27	Jul-27	510,000
				Australia	Not Disclosed	Priced Option	Jul-27	Aug-27	510,000
				Australia	Not Disclosed	Priced Option	Aug-27	Sep-27	510,000
				Australia	Not Disclosed	Priced Option	Sep-27	Oct-27	520,000
				Australia	Not Disclosed	Priced Option	Oct-27	Nov-27	520,000
				Australia	Not Disclosed	Priced Option	Nov-27	Dec-27	485,000
				Australia	Not Disclosed	Priced Option	Dec-27	Feb-28	520,000
				Australia	Not Disclosed	Priced Option	Feb-28	Jun-28	540,000
				Australia	Not Disclosed	Priced Option	Jun-28	Jun-28	485,000
				Australia	Not Disclosed	Priced Option	Jun-28	Jul-28	485,000
				Australia	Not Disclosed	Priced Option	Jul-28	Aug-28	540,000
				Australia	Not Disclosed	Priced Option	Aug-28	Sep-28	540,000
Henry Goodrich		750	1985/2007			Stacked				Stacked Mar-20

				Q3 2024	Q4 2024	Q1 2025	Q2 2025
Estimated Average Contract Dayrates (4)				$387,000	$393,000	$411,000	$402,000


	Revisions Noted in Bold
Footnotes

⁽¹⁾	Dayrate could change in the future due to cost escalations or de-escalations.
⁽²⁾	Dayrate includes a foreign currency component.
⁽³⁾	The contract has a bonus incentive opportunity that is not reflected in the contract dayrate.
⁽⁴⁾	Estimated Average Contract Dayrate is defined as the average contracted full operating dayrate to be earned per revenue earning day.


Disclaimers & Definitions

The information contained in this Fleet Status Report (the “Information”) is as of the date of the report only and is subject to change without notice to the recipient. Transocean Ltd. assumes no duty to update any portion of the Information.

DISCLAIMER. NEITHER TRANSOCEAN LTD. NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) REGARDING THE INFORMATION CONTAINED IN THIS REPORT, WHICH INFORMATION IS PROVIDED “AS IS.” Neither Transocean Ltd. nor its affiliates will be liable to any recipient or anyone else for any inaccuracy, error or omission, regardless of cause, in the information set forth in this report or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.

No Unauthorized Publication or Use. All information provided by Transocean in this report is given for the exclusive use of the recipient and may not be published, redistributed or retransmitted without the prior written consent of Transocean.

Customer Contract Duration, Timing and Dayrates and Risks Associated with Operations. The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension and delays for a variety of reasons, including some beyond the control of Transocean. Also, the dayrates set forth in the report are estimates based upon the full contractual operating dayrate. However, the actual average dayrate earned over the course of any given contract will be lower and could be substantially lower. The actual average dayrate will depend upon a number of factors (rig downtime, suspension of operations, etc.) including some beyond the control of Transocean. Our customer contracts and operations are generally subject to a number of risks and uncertainties, and we urge you to review the description and explanation of such risks and uncertainties in our filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SEC’s website at www.sec.gov. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, shipyards or recharges.

Contract backlog. 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.

Out of Service. The time associated with committed shipyards, upgrades, surveys, repairs, regulatory inspections, contract preparation or other committed activity on the rig and is not expected to earn an operating dayrate, Contract preparation refers to periods during which the rig is undergoing modifications or upgrades as a result of contract requirements.
•	The references included in this Fleet Status Report may not be firm and could change significantly based on a variety of factors. Any significant changes to our estimates of out of service time will be reflected in subsequent Fleet Status Reports, as applicable.
•	In some instances such as certain mobilizations, upgrades and shipyards, we are paid compensation by our customers that is generally recognized over the life of the primary contract term of the drilling contract.

Forward-Looking Statement. The statements made in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements made in the Fleet Status Report include, but are not limited to, statements involving the estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations and planned shipyard projects and other out of service time. Such statements are subject to numerous risks, uncertainties and assumptions, including but not limited to, uncertainties relating to the level of activity in offshore oil and gas exploration and development, exploration success by producers, oil and gas prices, competition and market conditions in the contract drilling industry, shipyard delays, actions and approvals of third parties, possible cancellation or suspension of drilling contracts as a result of mechanical difficulties or performance, Transocean’s ability to enter into and the terms of future contracts, the availability of qualified personnel, labor relations and the outcome of negotiations with unions representing workers, operating hazards, factors affecting the duration of contracts including well-in-progress provisions, the actual amount of downtime, factors resulting in reduced applicable dayrates, hurricanes and other weather conditions, terrorism, political and other uncertainties inherent in non-U.S. operations (including the risk

of war, civil disturbance, seizure or damage of equipment and exchange and currency fluctuations), the impact of governmental laws and regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and other factors described above and discussed in Transocean’s most recently filed Form 10-K, in Transocean’s Forms 10-Q for subsequent periods and in Transocean’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

Fleet Classifications. Transocean uses classifications for its drillships and semisubmersibles as follows: “Ultra-Deepwater” are the latest generation of drillships and semisubmersible rigs and are capable of drilling in water depths equal to or greater than 7,500 feet; “Harsh Environment” are premium rigs equipped for year-round operations in harsh environments.

Stacking. An "Idle" rig is primarily between contracts, readily available for operations, and operating costs are typically at or near normal levels. A "Stacked" rig, on the other hand, is primarily manned by a reduced crew or unmanned and typically has reduced operating costs and is (i) preparing for an extended period of inactivity, (ii) expected to continue to be inactive for an extended period, or (iii) completing a period of extended inactivity. However, stacked rigs will continue to incur operating costs at or above normal operating costs for approximately 30 days following initiation of stacking.

Document and Entity Information	Jul. 24, 2024
Document and Entity Information
Document Type	8-K/A
Document Period End Date	Jul. 24, 2024
Entity File Number	001-38373
Entity Registrant Name	TRANSOCEAN LTD
Entity Incorporation, State or Country Code	V8
Entity Tax Identification Number	98-0599916
Entity Address, Address Line One	Turmstrasse 30
Entity Address, City or Town	Steinhausen
Entity Address, Postal Zip Code	CH-6312
Entity Address, Country	CH
City Area Code	+41 (41)
Local Phone Number	749-0500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Shares
Trading Symbol	RIG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001451505
Amendment Flag	false

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