Form 8-K - Current report

0001451505false00014515052024-10-242024-10-24

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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

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

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TRANSOCEAN LTD.

(Exact name of Registrant as specified in its charter)

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

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Turmstrasse 30		​
Steinhausen, Switzerland	​	CH-6312
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(Address of principal executive offices)	​	(zip code)

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Registrant’s telephone number, including area code: [phone]

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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)

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

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

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

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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).

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Emerging growth company ☐

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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. ☐

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Item 7.01Regulation FD Disclosure.

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We issue a report entitled “Transocean Fleet Status Report,” which includes drilling rig status and contract information. A report dated October 24, 2024, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. You may subscribe to the Transocean “E-mail Alerts,” which based upon your selections will alert you to new Transocean press releases, financial and other updates. This free service will send you an automated email containing the Fleet Status Report press release and a link to our website: www.deepwater.com, where the reports are posted each quarter under “Investors/Fleet Status Report.” You may subscribe to this service in the footer of any of the website’s Investors pages by selecting “E-mail Alerts” then providing your email address. Please select the alerts to which you prefer to subscribe and click “Submit.”

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Item 9.01  Financial Statements and Exhibits.

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(d)  Exhibits.

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Exhibit No.	​	Description
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99.1	​	Fleet Status Report dated October 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).
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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.
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Date: October 24, 2024	By:	/s/ Daniel Ro-Trock
​	​	Daniel Ro-Trock
​	​	Authorized Person

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Updated: October 24, 2024	​	​	​	​	​	​	​	​
Significant Updates Noted in Bold	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	Dayrate on	​
​	​	​	​	​	Estimated	Estimated	Current	​
​	Footnote	​	​	​	Start	End	Contract	​
Rig Type/Name	References	Location	Customer	Status	Date	Date	(Dollars)	Additional Comments
Ultra-Deepwater Floaters (26)		​	​	​	​	​	​	​
Drillships (25)		​	​	​	​	​	​	​
Deepwater Titan	1	USGOM	Chevron	Firm	Apr-23	Apr-28	455,000	​
Deepwater Atlas	​	USGOM	Beacon	Firm	Jul-24	May-25	455,000	​
​	​	USGOM	Beacon	Firm	May-25	Jan-26	505,000	​
​	​	USGOM	Beacon	Contingent	Jan-26	May-26	505,000	​
​	​	USGOM	Beacon	Firm	May-26	Oct-26	580,000	​
​	​	USGOM	Beacon	Contingent	Oct-26	Jan-27	650,000	​
​	​	USGOM	bp	Firm	Jun-28	May-29	635,000	​
​	​	USGOM	bp	Priced Option	Jun-29	May-30	635,000	​
Deepwater Aquila	1, 2, 3	Brazil	Petrobras	Firm	Jun-24	Jun-27	433,000	​
Deepwater Poseidon	1	USGOM	Shell	Firm	Sep-18	Feb-28	495,000	​
Deepwater Pontus	1	USGOM	Shell	Firm	Oct-17	Oct-27	493,000	​
Deepwater Conqueror	​	USGOM	Chevron	Firm	Apr-23	Apr-25	440,000	Assigned to another operator in the USGoM starting in Q1 2025
​	​	USGOM	Not Disclosed	Firm	Oct-25	Sep-26	530,000	​
Deepwater Proteus	1	USGOM	Shell	Firm	Aug-16	May-26	497,000	​
Deepwater Thalassa	1	USGOM	Shell	Firm	Jul-16	Feb-26	494,000	​
​	​	Mexico	Not Disclosed	Firm	Mar-26	Feb-29	480,000	On or before February 1, 2025, Transocean expects to designate one of the following rigs to this contract: Deepwater Asgard, Deepwater Proteus or Deepwater Thalassa. The commencement window is February 1, 2026 to September 1, 2026.
Deepwater Asgard	​	USGOM	Hess Corporation	Firm	Jun-24	Jun-25	505,000	​
​	​	USGOM	Hess Corporation	Firm	Jul-25	Jul-26	515,000	​
Deepwater Invictus	​	USGOM	Not Disclosed	Firm	Oct-24	Nov-24	Not Disclosed	​
​	​	USGOM	bp	Out of Service	Nov-24	Apr-25	-	Contract Preparation
​	​	USGOM	bp	Firm	Apr-25	Apr-28	485,000	​
Deepwater Skyros	3	Angola	TotalEnergies	Firm	Dec-22	Mar-25	310,000	​
​	3	Angola	TotalEnergies	Firm	Mar-25	Jan-26	400,000	​
Deepwater Corcovado	1, 2, 3	Brazil	Petrobras	Firm	Sep-23	Sep-27	402,000	​
Deepwater Mykonos	1, 2, 3	Brazil	Petrobras	Firm	Oct-23	Oct-25	362,000	​
Deepwater Orion	1, 2, 3	Brazil	Petrobras	Firm	Mar-24	Mar-27	416,000	​
Dhirubhai Deepwater KG2	1, 2, 3	Brazil	Petrobras	Firm	Jun-24	May-26	425,000	​
Petrobras 10000	1, 2	Brazil	Petrobras	Firm	Oct-24	Oct-25	393,000	Dayrate excludes 5% dual activity royalty; patent expires in May 2025.
​	1, 2	Brazil	Petrobras	Firm	Oct-25	Oct-26	405,000	​
​	1, 2	Brazil	Petrobras	Firm	Oct-26	Oct-27	417,000	​
​	1, 2	Brazil	Petrobras	Firm	Oct-27	Oct-28	430,000	​
​	1, 2	Brazil	Petrobras	Firm	Oct-28	Aug-29	443,000	​
Dhirubhai Deepwater KG1	​	India	ONGC	Firm	May-24	Feb-26	347,500	​
​	​	India	Reliance Industries	Firm	May-26	Mar-27	410,000	​
​	​	India	Reliance Industries	Priced Options	Mar-27	Apr-29	Not Disclosed	​
Ocean Rig Apollo	​	​	​	Stacked	​	​	​	Stacked May-16
Ocean Rig Athena	​	​	​	Stacked	​	​	​	Stacked Mar-17
Ocean Rig Mylos	​	​	​	Stacked	​	​	​	Stacked Sep-16
Discoverer India	​	​	​	Stacked	​	​	​	Stacked Jul-20
Discoverer Americas	​	​	​	Stacked	​	​	​	Stacked Apr-16
Discoverer Clear Leader	​	​	​	Stacked	​	​	​	Stacked Jun-19
Deepwater Champion	​	​	​	Stacked	​	​	​	Stacked Feb-16
Discoverer Luanda	​	​	​	Stacked	​	​	​	Stacked Feb-18
Semisubmersibles (1)		​	​	​	​	​	​	​
GSF Development Driller I	​	​	​	Stacked	​	​	​	Stacked Nov-20
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Estimated Average Contract Dayrates4		Q4 2024	Q1 2025	Q2 2025	Q3 2025	​	​	​
​	​	$442,000	$434,000	$442,000	$445,000	​	​	​

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Harsh Environment Floaters (8)		​	​	​	​	​	​	​
Semisubmersibles (8)		​	​	​	​	​	​	​
Transocean Norge	2, 3	Norway	Harbour Energy / OMV	Firm	Apr-24	Nov-24	375,000	The order of the wells is subject to change.
​	2, 3	Norway	Harbour Energy / OMV	Firm	Nov-24	Dec-24	425,000	The order of the wells is subject to change.
​	2, 3	Norway	Harbour Energy / OMV	Firm	Jan-25	Dec-25	430,000	The order of the wells is subject to change.
​	2, 3	Norway	Harbour Energy / OMV	Firm	Jan-26	Dec-26	435,000	The order of the wells is subject to change.
​	2, 3	Norway	Harbour Energy / OMV	Firm	Jan-27	Dec-27	435,000	The order of the wells is subject to change.
​	2, 3	Norway	Harbour Energy / OMV	Firm	Jan-28	May-28	517,000	The order of the wells is subject to change.
Transocean Spitsbergen	1, 2, 3	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	Dec-25	341,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Dec-25	Jul-26	381,000	​
​	1, 2, 3	Norway	Equinor	Firm	Jul-26	Dec-26	483,000	​
​	1, 2, 3	Norway	Equinor	Firm	Dec-26	May-27	483,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	May-27	Oct-27	483,000	​
Transocean Barents	1	Romania	OMV Petrom S.A.	Firm	Apr-25	Sep-26	465,000	​
​	1	Romania	OMV Petrom S.A.	Priced Option	Sep-26	Oct-26	480,000	​
​	1	Romania	OMV Petrom S.A.	Priced Option	Oct-26	Nov-26	480,000	​
Transocean Enabler	1, 2, 3	Norway	Equinor	Firm	Jul-24	Jun-26	398,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Jun-26	Jul-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Jul-26	Jul-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Aug-26	Aug-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Aug-26	Sep-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Sep-26	Oct-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Oct-26	Nov-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Nov-26	Dec-26	438,000	​
​	1, 2, 3	Norway	Equinor	Priced Option	Dec-26	Jan-27	438,000	​
Transocean Encourage	1, 2, 3	Norway	Equinor	Firm	Jul-24	Nov-25	371,000	​
​	1, 2, 3	Norway	Not Disclosed	Firm	Nov-25	Nov-26	473,000	​
Transocean Endurance	​	Australia	Woodside	Firm	Mar-24	Dec-25	380,000	​
​	​	Australia	Woodside	Firm	Dec-25	Aug-26	390,000	​
​	​	Australia	Woodside	Priced Option	Aug-26	Oct-26	390,000	​
Transocean Equinox	​	Australia	Not Disclosed	Firm	Apr-24	Mar-25	455,000	​
​	​	Australia	Not Disclosed	Mobilization	Mar-25	May-25	-	Mobilization - 42 days
​	​	Australia	Not Disclosed	Firm	May-25	May-26	485,000	​
​	​	Australia	Not Disclosed	Priced Option	Jun-26	Jul-26	520,000	​
​	​	Australia	Not Disclosed	Priced Option	Jul-26	Aug-26	520,000	​
​	​	Australia	Not Disclosed	Priced Option	Aug-26	Sep-26	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Sep-26	Oct-26	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Oct-26	Nov-26	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Nov-26	Dec-26	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Dec-26	Jan-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Jan-27	Feb-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Feb-27	Feb-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Feb-27	Mar-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Mar-27	Apr-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Apr-27	May-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	May-27	Jun-27	520,000	​
​	​	Australia	Not Disclosed	Priced Option	Jun-27	Aug-27	520,000	​
​	​	Australia	Not Disclosed	Priced Option	Aug-27	Sep-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Sep-27	Oct-27	540,000	​
​	​	Australia	Not Disclosed	Priced Option	Oct-27	Nov-27	540,000	​
Henry Goodrich	​	​	​	Stacked	​	​	​	Stacked Mar-20
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Estimated Average Contract Dayrates4		Q3 2024	Q4 2024	Q1 2025	Q2 2025	​	​	​
​	​	$392,000	$403,000	$407,000	$411,000	​	​	​
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​	Revisions Noted in Bold ​
Footnotes
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(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. ​

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Disclaimers & Definitions
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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.
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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.
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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.
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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.
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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.
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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.
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Forward-Looking Statements. 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, timing and backlog of customer contracts, including well-based 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, changes to customer drilling programs, 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 and timing 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 periodic reports on Form 10-K or Form 10-Q 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 or incomplete, 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 expressly disclaim any obligations or undertaking to publicly update or revise any forward-looking statement, except as required by law.
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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.
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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.

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Document and Entity Information	Oct. 24, 2024
Document and Entity Information
Document Type	8-K
Document Period End Date	Oct. 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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