EX-99.2 3 rig-20220223ex992e94efc.htm EX-99.2

Exhibit 99.2

TRANSOCEAN LTD.

STATUTORY FINANCIAL STATEMENTS

For the years ended December 31, 2021 and 2020


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Ernst & Young AG

Maagplatz 1

P.O. Box

8005 Zurich

Phone: +41 58 286 31 11

Fax: +41 58 286 30 04

www.ey.com/ch

To the General Meeting of

Zurich, February 23, 2022

Transocean Ltd., Steinhausen

Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the accompanying financial statements of Transocean Ltd., which comprise the statement of operations, balance sheet and notes, for the year ended December 31, 2021.

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Board of Directors’ responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

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Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with Swiss law and Swiss Auditing Standards.  Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system.  An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Opinion

In our opinion, the financial statements for the year ended December 31, 2021 comply with Swiss law and the company’s articles of incorporation.

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Report on key audit matters based on the circular 1/2015 of the Federal Audit Oversight Authority

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period.  These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.  For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s responsibility section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the financial statements.

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Impairment assessment of investments in subsidiaries

Area of emphasis

Transocean Ltd. evaluates its investments in subsidiaries for impairment annually and records an impairment loss when the carrying amount of such assets exceeds the recoverable amount.  The assessment of the existence of any indicators of impairment of the carrying amount of investments in subsidiaries is judgmental.  In the event that indicators of impairment are identified, the assessment of the recoverable amounts is also judgmental and requires estimation and the use of subjective assumptions.

Transocean Ltd. measures the recoverable amount of its investments in subsidiaries by applying a variety of valuation methods, incorporating a combination of income and market approaches and using projected discounted cash flows.

The primary risks are identifying impairment indicators, inaccurate models being used for the impairment assessment, and that the assumptions to support the value of the investments are inappropriate.  The principal consideration for our determination that the impairment assessment of investments in subsidiaries is a key audit matter is the subjectivity in the assessment of the recoverable amounts which requires estimation and the use of subjective assumptions.

See Note 3 to these financial statements for Transocean Ltd.’s disclosures related to investment in subsidiaries.

Our audit response

Our audit procedures related to the key audit matter of the impairment assessment of investments in subsidiaries included the following procedures:

We performed inquiries of management about the current market conditions supporting the evaluation of potential impairment indicators, tested the key assumptions used, and performed procedures on Transocean Ltd.’s prospective financial information.

We involved valuation specialists to assist in the evaluation of management’s valuation models and impairment analyses, specifically in testing key assumptions and prospective financial information.

We performed procedures to assess the valuation models for evidence of management bias considering contrary evidence from third party analyst reports and press releases.

Our audit procedures did not lead to any reservations regarding the impairment assessment of investments in subsidiaries.

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Report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

We recommend that the financial statements submitted to you be approved.

Ernst & Young Ltd

/s/ Reto Hofer

/s/ Ralph Petermann

Licensed audit expert

Certified public accountant

(Auditor in charge)

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TRANSOCEAN LTD.

STATEMENTS OF OPERATIONS

(In thousands)

Years ended December 31,

2021

2020

Income

Guarantee fee income

chf

254

chf

1,411

Financial income

2

Dividend income

26,876

147,653

Total income

27,130

149,066

Costs and expenses

General and administrative

16,361

14,380

Loss on currency exchange

3,505

861

Financial expense

30,866

33,275

Total costs and expenses

50,732

48,516

Loss on impairment

(272,810

)

(3,940,489

)

Direct taxes

(270

)

Net loss for the year

chf

(296,412

)

chf

(3,840,209

)

See accompanying notes.

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TRANSOCEAN LTD.

BALANCE SHEETS

(In thousands)

December 31,

2021

2020

Assets

Cash

chf

6,200

chf

1,071

Receivables from subsidiaries

13,861

17,590

Other current assets

2,034

3,670

Total current assets

22,095

22,331

Investment in subsidiaries

4,200,876

4,473,374

Property and equipment

1,126

1,092

Less accumulated depreciation

1,126

1,092

Property and equipment, net

Other non-current assets

969

862

Total non-current assets

4,201,845

4,474,236

Total assets

chf

4,223,940

chf

4,496,567

Liabilities and shareholders’ equity

Accounts payable to subsidiaries

chf

15,199

chf

2,363

Interest payable to subsidiaries

65,338

41,482

Other current liabilities

3,444

1,247

Total current liabilities

83,981

45,092

Long-term interest bearing notes payable to subsidiary

1,649,193

1,763,798

Long-term lease liabilities

454

511

Deferred gains on foreign exchange translation

149,607

204,801

Total non-current liabilities

1,799,254

1,969,110

Share capital

72,817

63,967

Statutory capital reserves from capital contribution

4,099,358

11,953,457

Statutory capital reserves from capital contribution for shares held by subsidiaries

79,977

79,976

Free capital reserves from capital contribution

9,500,000

1,500,000

Accumulated loss

Accumulated loss brought forward from previous years

(11,115,035

)

(7,274,826

)

Net loss for the year

(296,412

)

(3,840,209

)

Total shareholders’ equity

2,340,705

2,482,365

Total liabilities and shareholders’ equity

chf

4,223,940

chf

4,496,567

See accompanying notes.

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TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS

Note 1—General

Transocean Ltd. (the “Company”, “we”, “us”, or “our”) is the parent company of Transocean Inc., Transocean Management Services GmbH, and Transocean Quantum Holdings Limited, our direct wholly owned subsidiaries.  Transocean Ltd. is registered with the commercial register in the canton of Zug, and its shares are listed on the New York Stock Exchange.  At December 31, 2021 and 2020, we had fewer than 10 full-time employees.

Note 2—Significant Accounting Policies

Presentation—We have prepared our unconsolidated statutory financial statements in accordance with the accounting principles as set out in Art. 957 to Art. 963b, of the Swiss Code of Obligations (the “CO”).  Since we have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting standards, a recognized accounting standard, we have, in accordance with the CO, elected to forego presenting the statement of cash flows, the additional disclosures and the management report otherwise required by the CO.  Our financial statements may be influenced by the creation and release of excess reserves.

Currency—We maintain our accounting records in U.S. dollars and translate them into Swiss francs for statutory reporting purposes.  We translate into Swiss francs our assets and liabilities that are denominated in non-Swiss currencies using the year-end currency exchange rates, except prior-year transactions for our investments in subsidiaries and our shareholders’ equity, which are translated at historical exchange rates.  We translate into Swiss francs our income statement transactions that are denominated in non-Swiss currencies using the average currency exchange rates for the year.

Our principal exchange rates were as follows:

Average exchange rates
for the years ended
December 31,

Exchange rates
at December 31,

2021

2020

2021

2020

CHF / USD

0.91

0.95

0.91

0.89

CHF / GBP

1.25

1.21

1.24

1.21

CHF / EUR

1.08

1.07

1.04

1.08

We recognize realized currency exchange and translation gains and losses arising from business transactions and net unrealized currency exchange and translation losses in current period earnings.  We defer net unrealized currency exchange and translation gains.

Cash—We hold cash balances, denominated in Swiss francs and U.S. dollars, which include cash deposited in demand bank accounts, money market investment accounts and other liquid investments and interest earned on such cash balances.

Current assets and liabilities—We record current assets at historical cost less adjustments for impairment of value and current liabilities at historical cost.

Investments in subsidiaries—We record our investments in subsidiaries at acquisition cost less adjustments for impairment of value.  We evaluate our investments in subsidiaries for impairment annually and record an impairment loss when the carrying amount of such assets exceeds the fair value.  We estimate fair value of our investments using a variety of valuation methods, including the income and market approaches.  Our estimates of fair value represent a price that would be received to sell the asset in an orderly transaction between market participants in the principal market for the asset.

Own shares—We recognize own shares at acquisition cost, which we present as a deduction from shareholders’ equity at the time of acquisition.  For own shares held by subsidiaries, we build a reserve for shares in equity at the respective acquisition costs.

Related parties—In the meaning of the CO, we consider related parties to be only shareholders, direct and indirect subsidiaries, and the board of directors.

Note 3—Investment in Subsidiaries

Direct Investments—Our direct investments in subsidiaries were as follows (in thousands, except percentages):

Company name

Purpose

Domicile

Ownership and voting interest

Share
capital

Carrying amount as of December 31,

2021

2020

Transocean Inc.

Holding

Cayman Islands

100

%

usd

3,192

chf

4,200,768

chf

4,473,266

Transocean Management Services GmbH

Management and administration

Switzerland

90

%

chf

20

chf

108

chf

108

Transocean Quantum Holdings Limited

Holding

Cayman Islands

100

%

usd

chf

chf

On July 16, 2020, we contributed USD 1 to Transocean Quantum Holdings Limited (TQHL), a Cayman Islands company limited by shares, formed to own and hold other entities.

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TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS—continued

Impairments—In the years ended December 31, 2021 and 2020, as a result of our annual impairment test, we determined that the carrying amount of our investments in subsidiaries was impaired, and, as a result, we recognized a loss of CHF 272 million and CHF 3.94 billion, respectively, associated with the impairment of our investment in Transocean Inc.

Principal indirect investments—Our principal indirect investments in subsidiaries were as follows:

December 31, 2021

December 31, 2020

Company name

Domicile

Ownership and voting interest

Company name

Domicile

Ownership and voting interest

 

Deepwater Pacific 1 Inc.

British Virgin Islands

100

%

Deepwater Pacific 1 Inc.

British Virgin Islands

100

%

Global Marine Inc.

United States

100

%

Global Marine Inc.

United States

100

%

GSF Leasing Services GmbH

Switzerland

100

%

GSF Leasing Services GmbH

Switzerland

100

%

Sedco Forex International Inc.

Cayman Islands

100

%

Sedco Forex International Inc.

Cayman Islands

100

%

Transocean Asset Holdings 1 Limited

Cayman Islands

100

%

Transocean Asset Holdings 1 Limited

Cayman Islands

100

%

Transocean Asset Holdings 2 Limited

Cayman Islands

100

%

Transocean Asset Holdings 2 Limited

Cayman Islands

100

%

Transocean Asset Holdings 3 Limited

Cayman Islands

100

%

Transocean Asset Holdings 3 Limited

Cayman Islands

100

%

Transocean Conqueror Limited

Cayman Islands

100

%

Transocean Conqueror Limited

Cayman Islands

100

%

Transocean Deepwater Drilling Services Limited

Cayman Islands

100

%

Transocean Deepwater Drilling Services Limited

Cayman Islands

100

%

Transocean Drilling Offshore S.a.r.l

Luxembourg

100

%

Transocean Drilling Offshore S.a.r.l

Luxembourg

100

%

Transocean Drilling U.K. Limited

Scotland

100

%

Transocean Drilling U.K. Limited

Scotland

100

%

Transocean Entities Holdings GmbH

Switzerland

100

%

Transocean Entities Holdings GmbH

Switzerland

100

%

Transocean Financing GmbH

Switzerland

100

%

Transocean Financing GmbH

Switzerland

100

%

Transocean Guardian Limited

Cayman Islands

100

%

Transocean Guardian Limited

Cayman Islands

100

%

Transocean Holdings 1 Limited

Cayman Islands

100

%

Transocean Holdings 1 Limited

Cayman Islands

100

%

Transocean Holdings 2 Limited

Cayman Islands

100

%

Transocean Holdings 2 Limited

Cayman Islands

100

%

Transocean Holdings 3 Limited

Cayman Islands

100

%

Transocean Holdings 3 Limited

Cayman Islands

100

%

Transocean Hungary Holdings LLC

Hungary

100

%

Transocean Hungary Holdings LLC

Hungary

100

%

Transocean Offshore Deepwater Drilling Inc.

United States

100

%

Transocean Offshore Deepwater Drilling Inc.

United States

100

%

Transocean Offshore Deepwater Holdings Limited

Cayman Islands

100

%

Transocean Offshore Deepwater Holdings Limited

Cayman Islands

100

%

Transocean Offshore Holdings Limited

Cayman Islands

100

%

Transocean Offshore Holdings Limited

Cayman Islands

100

%

Transocean Offshore International Ventures Limited

Cayman Islands

100

%

Transocean Offshore International Ventures Limited

Cayman Islands

100

%

Transocean Phoenix 2 Limited

Cayman Islands

100

%

Transocean Phoenix 2 Limited

Cayman Islands

100

%

Transocean Pontus Limited

Cayman Islands

100

%

Transocean Pontus Limited

Cayman Islands

100

%

Transocean Poseidon Limited

Cayman Islands

100

%

Transocean Poseidon Limited

Cayman Islands

100

%

Transocean Proteus Limited

Cayman Islands

100

%

Transocean Proteus Limited

Cayman Islands

100

%

Transocean Quantum Management Limited

Cayman Islands

100

%

Transocean Quantum Management Limited

Cayman Islands

100

%

Transocean Sentry Limited

Cayman Islands

100

%

Transocean Sentry Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 1 Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 1 Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 2 Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 2 Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 3 Limited

Cayman Islands

100

%

Transocean Sub Asset Holdings 3 Limited

Cayman Islands

100

%

Transocean Worldwide Inc.

Cayman Islands

100

%

Transocean Worldwide Inc.

Cayman Islands

100

%

Triton Asset Leasing GmbH

Switzerland

100

%

Triton Asset Leasing GmbH

Switzerland

100

%

Triton Hungary Investments 1 LLC

Hungary

100

%

Triton Hungary Investments 1 LLC

Hungary

100

%

Triton Nautilus Asset Leasing GmbH

Switzerland

100

%

Triton Nautilus Asset Leasing GmbH

Switzerland

100

%

Triton Voyager Asset Leasing GmbH

Switzerland

100

%

Triton Voyager Asset Leasing GmbH

Switzerland

100

%

In the year ended December 31, 2020, we formed Transocean Sub Asset Holdings 1 Limited, Transocean Sub Asset Holdings 2 Limited and Transocean Sub Asset Holdings 3 Limited to own and hold other entities.  Additionally, we formed Transocean Quantum Management Limited to manage the operations of certain of our drilling rigs.  We also declared Triton Voyager Asset Leasing GmbH a principal indirect investment, as it acquired certain of our drilling rigs in the year ended December 31, 2020.

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TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS—continued

Note 4—Shareholders’ Equity

Overview—Changes in our shareholder’s equity were as follows (in thousands):

Share capital

Statutory capital reserves

Free reserves

Shares

  

Amount

from capital
contribution

from capital
contribution for
shares held by
subsidiaries
(a)

Free capital reserves
from capital
contribution

Accumulated
loss

Total
shareholders’
equity

Balance at December 31, 2019

617,971

chf

61,797

chf

11,953,444

chf

79,973

chf

1,500,000

chf

(7,274,826

)

chf

6,320,388

Shares issued to Transocean Inc.

21,703

2,170

2,170

Shares issued for exchanged debt

2

16

16

Own share transactions

(3

)

3

Net loss for the year

(3,840,209

)

(3,840,209

)

Balance at December 31, 2020

639,676

63,967

11,953,457

79,976

1,500,000

(11,115,035

)

2,482,365

Shares issued to Transocean Inc.

88,500

8,850

8,850

Release of statutory capital reserves from capital contribution

(8,000,000

)

8,000,000

Shares issued under at-the-market equity offering

145,899

145,899

Shares issued for exchanged debt

3

3

Own share transactions

(1

)

1

Net loss for the year

(296,412

)

(296,412

)

Balance at December 31, 2021

728,176

chf

72,817

chf

4,099,358

chf

79,977

chf

9,500,000

chf

(11,411,447

)

chf

2,340,705


a)The statutory capital reserve from capital contribution for shares held by subsidiaries represents the aggregate cost of own shares held indirectly through Transocean Inc.  During the years ended December 31, 2021 and 2020, Transocean Inc. withheld 418 and 1,784 own shares, respectively, through a broker arrangement in satisfaction of withholding taxes due by our employees upon the vesting of equity awards granted under our long-term incentive plan.  See Note 5—Own Shares.

Authorized share capital—During the year ended December 31, 2021, our board of directors approved out of authorized share capital the issuance of 88.5 million of our shares, par value CHF 0.10 each, for an aggregate value of USD 10 million, equivalent to CHF 9 million, earmarked for the ATM Program.  In May 2020, our board of directors approved out of authorized share capital the issuance of 21.7 million of our shares, par value CHF 0.10 each, for an aggregate value of USD 2 million, equivalent to CHF 2 million.  At December 31, 2021, based on shareholder approval dated May 27, 2021, the remaining authority of our board of directors to issue shares out of authorized share capital is limited to a maximum of 163.2 million shares.  Our board of directors is authorized to withdraw or limit the subscription rights of shareholders under certain circumstances with respect to a maximum of 26.1 million shares and to allot them to individual shareholders or other parties.

In May 2021, we received a deposit of CHF 5.4 million in our capital increase account from Transocean Inc.  In October 2021, we issued to Transocean Inc. shares with par value of CHF 4.2 million.  At December 31, 2021, we hold CHF 5.4 million of freely available funds in an escrow account, recorded in cash, and we have a liability of CHF 1.2 million, payable to Transocean Inc. and recorded in accounts payable to subsidiaries, for the unused balance.

Conditional share capital—Our articles of association provide for a conditional share capital that permits us to issue up to 142.4 million additional shares, under the following circumstances, without obtaining additional shareholder approval:

(1)through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations convertible into or exercisable or exchangeable for our shares or the shares of one of our group companies or any of their respective predecessors; or
(2)in connection with the issuance of shares, options or other share-based awards to directors, employees, contractors, consultants or other persons providing services to us.

In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations that are convertible into, exercisable for or exchangeable for our registered shares, our board of directors is authorized to withdraw or limit the advance subscription rights of shareholders under certain circumstances.  In connection with the issuance of shares, options or other share-based awards to directors, employees, contractors, consultants or other persons providing services to us, the preemptive rights and the advance subscription rights of shareholders are excluded.  In the years ended December 31, 2021 and 2020, we issued 291 shares and 1,751 shares, respectively, out of conditional share capital to holders that exercised their options to exchange the 0.50% exchangeable senior bonds due 2023 into our shares.  In March 2019, we and Transocean Inc. entered into an option agreement, pursuant to which we granted Transocean Inc. the right to acquire 12.0 million shares from us to satisfy obligations under our share-based compensation plans.  In March 2019, we issued to 1.4 million shares out of conditional share capital to Transocean Inc. upon partial exercise of its right to acquire our shares under the option agreement in exchange for USD 12 million, equivalent to CHF 12 million.  At December 31, 2021 and 2020, our board of directors were authorized to issue up to a maximum of 142.4 million shares out of conditional share capital.

SR-7


TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS—continued

Share issuance—In June 2021, we commenced an at-the-market equity offering (the “ATM Program”) with no expected expiration.  On June 14, 2021, we entered into an equity distribution agreement with a sales agent for the offer and sale of our shares, with up to a maximum aggregate net offering price of USD 400 million, equivalent to CHF 360 million, under the ATM Program.  We intend to use the net proceeds from the 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 the year ended December 31, 2021, we received aggregate cash proceeds of USD 158 million, equivalent to CHF 146 million, net of issue costs, for the aggregate sale of 36.1 million shares, under the ATM Program.

Qualified capital loss—As of December 31, 2020, our balance sheet presented a qualified loss since our net assets cover less than 50 percent of our statutory share capital and statutory capital reserves.  Under Swiss law, if assets cover less than 50 percent of our statutory share capital and statutory capital reserves, the board of directors must propose measures to address such a capital loss.  In May 2021, shareholders at our 2021 annual general meeting approved the release of CHF 8.00 billion of statutory capital reserves from capital contribution for allocation to free capital reserves from capital contribution, thereby remediating the qualified capital loss and reducing the statutory capital reserves from capital contribution, which, unlike free capital reserves, are part of the equity capital against which excess coverage is measured.

Note 5—Own Shares

Overview—The following is a summary of changes in the registered shares held by Transocean Inc. to satisfy obligations under our share-based compensation plans (in thousands, except percentages):

Own
shares

Total shares issued

Percentage of
shares issued

Balance at December 31, 2019

6,067

617,971

0.98

%

Transfers under share-based compensation plans

(3,267

)

Shares issued to Transocean Inc.

21,703

Balance at December 31, 2020

24,503

639,676

3.83

%

Transfers under share-based compensation plans

(4,399

)

Shares released from escrow

123

Shares issued to Transocean Inc.

88,500

Shares issued under at-the-market equity offering

(36,089

)

Shares issued in prior period

33

Balance at December 31, 2021

72,671

728,176

9.98

%

Shares held by subsidiaries—Transocean Inc. holds our shares to satisfy our obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire our shares through equity offerings.  In the years ended December 31, 2021 and 2020, we transferred 4.4 million and 3.3 million shares, respectively, at historical cost, from the own shares held by Transocean Inc. to satisfy obligations under our share-based compensation plans.  In the years ended December 31, 2021 and 2020, we received cash proceeds of less than CHF 1 million for own shares transferred in exchange for equity awards exercised or withheld for taxes under our share-based compensation plans.  At December 31, 2021 and 2020, Transocean Inc. held 72.6 million and 24.5 million of our shares, respectively.

Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.50 billion. At December 31, 2021, the authorization remaining under the share repurchase program was for the repurchase of our outstanding shares for an aggregate cost of up to CHF 3.24 billion.  The share repurchase program may be suspended or discontinued by our board of directors or company management, as applicable, at any time.

Note 6—Share Ownership

Significant shareholders—Certain significant shareholders have reported to us that they held, directly or through their affiliates, the following beneficial interests in excess of 5 percent of our issued share capital (in thousands, except percentages):

December 31, 2021

December 31, 2020

Name

Number of
shares

Percentage of
issued share
capital

Name

Number of
shares

Percentage of
issued share
capital

The Vanguard Group

51,597

7.87%

The Vanguard Group

55,619

9.04%

PRIMECAP Management Company

47,524

7.25%

PRIMECAP Management Company

48,543

7.89%

BlackRock, Inc

43,406

7.04%

Frederik W. Mohn / Perestroika AS

46,213

7.05%

Frederik W. Mohn / Perestroika AS

33,237

5.40%

SR-8


TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS—continued

Shares held by members of our board of directors—The members of our board of directors held shares, including shares held privately, as follows:

December 31, 2021

December 31, 2020

Name

Vested
shares and
unvested
share units

Stock options
and
conversion
rights

Vested
shares and
unvested
share units

Stock options
and
conversion
rights

Chadwick C. Deaton

383,050

311,991

Glyn A. Barker

254,785

200,521

Vanessa C.L. Chang

297,427

351,244

Frederico F. Curado

254,785

200,521

Tan Ek Kia (a)

210,031

Vincent J. Intrieri

270,025

215,761

Samuel J. Merksamer

260,761

206,497

Frederick W. Mohn (b)

46,213,271

34,618,147

33,236,859

34,619,801

Edward R. Muller

285,951

231,687

Margareth Øvrum

54,264

Diane de Saint Victor

162,446

98,182

Jeremy D. Thigpen

5,386,489

1,212,621

3,617,211

1,212,621

Total

53,823,254

35,830,768

38,880,505

35,832,357


a)Mr. Tan retired from the board, effective May 27, 2021.
b)Mr. Mohn and his affiliates hold conversion rights associated with the Exchangeable Bonds.

Shares held by members of our executive management team—Our executive management team consists of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and the Executive Vice President and Chief Operations Officer.  The members of our executive management team held shares, including shares held privately, and conditional rights to receive shares under our share-based compensation plans as follows:

December 31, 2021

December 31, 2020

Name

Number of
shares held

Number of
granted share
units vesting
in 2022

Number of
granted share
units vesting
in 2023

Number of
granted share
units vesting
in 2024

Total
shares and
share units

Number of
shares held

Number of
granted share
units vesting
in 2021

Number of
granted share
units vesting
in 2022

Number of
granted share
units vesting
in 2023

Total
shares and
share units

Jeremy D. Thigpen

1,327,579

1,611,342

1,760,272

362,319

5,061,512

886,710

810,284

1,249,023

363,637

3,309,654

Mark L. Mey

581,024

612,200

643,048

130,435

1,966,707

411,772

312,539

481,766

140,259

1,346,336

Keelan I. Adamson

286,371

481,730

532,736

109,904

1,410,741

176,911

220,364

371,827

109,091

878,193

Total

2,194,974

2,705,272

2,936,056

602,658

8,438,960

1,475,393

1,343,187

2,102,616

612,987

5,534,183

The number of granted share units vesting in future years represents the vesting of previously granted service awards and performance awards in the form of share units.  Total shares exclude vested but unissued shares for share units granted from 2019 to 2021, which are expected to be issued in the first quarter of 2022.

Stock options held by members of the executive management team—The members of our executive management team held vested and unvested stock options as follows:

December 31, 2021

December 31, 2020

Name

Number of
granted
stock options
vested and
outstanding

Number of
granted
stock options
vesting
in 2022

Number of
granted
stock options
vesting
in 2023

Number of
granted
stock options
vesting
in 2024

Total vested
and unvested
stock options

Number of
granted
stock options
vested and
outstanding

Number of
granted
stock options
vesting
in 2021

Number of
granted
stock options
vesting
in 2022

Number of
granted
stock options
vesting
in 2023

Total vested
and unvested
stock options

Jeremy D. Thigpen

1,068,588

144,033

1,212,621

814,906

253,682

144,033

1,212,621

Mark L. Mey

430,041

55,556

485,597

332,191

97,850

55,556

485,597

Keelan I. Adamson

252,041

37,037

289,078

197,506

58,027

37,037

292,570

Total

1,750,670

236,626

1,987,296

1,344,603

409,559

236,626

1,990,788

Shares granted—We granted the following service awards and performance awards to members of our board, members of our executive management team and employees:

December 31, 2021

December 31, 2020

Name

Number of
share units
granted

Value
of
share units

Number of
share units
granted

Value
of
share units

Board members

1,646,392

chf

5,433,619

1,012,209

chf

1,331,979

Executive management team

3,528,383

11,625,713

3,218,182

4,774,105

Employees

26,221

84,589

23,458

30,869

Total

5,200,996

chf

17,143,921

4,253,849

chf

6,136,953

SR-9


TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS—continued

Note 7—Guarantees, Contingencies and Commitments

Transocean Inc. and certain indirect subsidiaries’ debt obligations—Transocean Inc., Transocean Guardian Limited, Transocean Phoenix 2 Limited, Transocean Pontus Limited, Transocean Poseidon Limited, Transocean Proteus Limited and Transocean Sentry Limited have each issued certain debt securities or entered into other credit arrangements, including notes, bank credit agreements, debentures, surety bonds and letters of credit.  We agreed to guarantee certain of these debt securities or other credit arrangements in exchange for a guarantee fee from our subsidiaries.  With certain exceptions under the indentures of the debt securities issued by our subsidiaries, we are not subject to significant restrictions on our ability to obtain funds from our consolidated subsidiaries by dividends, loans or return of capital distributions.  At December 31, 2021 and 2020, the aggregate carrying amount of debt that we have guaranteed was USD 6.89 billion and USD 7.43 billion, respectively, equivalent to approximately CHF 6.28 billion and CHF 6.58 billion, respectively.  In the years ended December 31, 2021 and 2020, we recognized guarantee fee income of CHF 1 million.

Surety bond performance obligations—On August 18, 2020, we provided a guarantee in favor of our subsidiaries issuing or reinsuring or procuring the issue or reinsurance of surety bonds in Brazil.  At December 31, 2021, our guarantee was in support of $53 million of outstanding surety bonds.

Swiss group value added tax obligations—We are one of a group of Swiss entities that are jointly and severally liable for the entire Swiss value added tax amount due to the Swiss tax authorities by this group.

Note 8—Related Party Transactions

Credit agreements—On June 1, 2011, we and Transocean Inc., as the borrower and lender, respectively, entered into a credit agreement establishing a USD 2.00 billion revolving credit facility.  Under the terms of the agreement, as amended, interest is incurred on outstanding borrowings at a variable rate based on the Swiss Safe Harbor Rate and payable at maturity.  At December 31, 2021 and 2020, we had borrowings of USD 4 million and USD 92 million, respectively, equivalent to approximately CHF 4 million and CHF 81 million, respectively, outstanding under the revolving credit facility at a rate of 1.25 percent.

On November 30, 2018, we and Transocean Inc., as the borrower and lender, respectively, entered into a credit agreement establishing a USD 1.20 billion revolving credit facility, which is scheduled to expire on December 5, 2024.  Under the terms of the agreement, as amended, interest is incurred on outstanding borrowings at a variable rate based on the Swiss Safe Harbor Rate and payable at maturity.  At December 31, 2021 and 2020, we had borrowings of USD 1.13 billion and USD 1.20 billion, equivalent to CHF 1.03 billion and CHF 1.06 billion, respectively, outstanding under the credit facility at an interest rate of 1.25 percent.

Exchangeable notes—On February 26, 2021, we issued to Transocean Inc. USD 294 million aggregate principal amount of an exchangeable loan note (the “4.0% note”) with interest payable semiannually at a rate of 4.0 percent per annum in a non-cash exchange for USD 323 million aggregate principal amount of the 0.5 percent loan note.  The 4.0% note may be converted at any time prior to the maturity date at an exchange rate of 190.4762 shares per USD 1,000 note, which implies a conversion price of USD 5.25 per share, subject to adjustment upon the occurrence of certain events.  Transocean Inc. may require us to repurchase all or a portion of the 4.0% note upon the occurrence of certain events.  At December 31 2021, the outstanding principal amount of the 4.0% note was USD 294 million, equivalent to approximately CHF 268 million.

On August 14, 2020, we issued to Transocean Inc. USD 238 million aggregate principal amount of an exchangeable loan note (the “2.5% note”) with interest payable semiannually at a rate of 2.5 percent per annum in a non-cash exchange for USD 397 million aggregate principal amount of the 0.5 percent loan note.  The 2.5% note may be exchanged at any time prior to the maturity date at an exchange rate of 162.1626 shares per USD 1,000 note, which implies a conversion price of USD 6.17 per share, subject to adjustment upon the occurrence of certain events.  Transocean Inc. may require us to repurchase all or a portion of the 2.5% note upon the occurrence of certain events.  At December 31, 2021 and 2020, the outstanding principal amount of the 2.5% note was USD 238 million, equivalent to approximately CHF 217 million and CHF 210 million, respectively.

In the year ended December 31, 2018, we issued to Transocean Inc. USD 863 million aggregate principal amount of an exchangeable loan note, as amended (the “0.5% note”), with interest payable at maturity at a rate of 0.50 percent per annum.  The 0.5% note may be exchanged at any time prior to the maturity date at an exchange rate of 97.29756 shares per USD 1,000 note, which implies a conversion price of USD 10.28 per share, subject to adjustment upon the occurrence of certain events.  Transocean Inc. may require us to repurchase all or a portion of the 0.5% note upon the occurrence of certain events.  In the year ended December 31, 2021 and 2020, Transocean Inc. made a distribution of USD 29 million and USD 162 million, respectively, equivalent to approximately CHF 27 million and CHF 148 million, respectively, in satisfaction of amounts due under the 0.5% note.  At December 31, 2021 and 2020, the outstanding principal amount of the 0.5% note was USD 140 million and USD 463 million, respectively, equivalent to approximately CHF 128 million and CHF 409 million, respectively.

General and administrative services—Our subsidiaries perform on our behalf certain general and administrative services, including executive administration, procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative functions.  In the years ended December 31, 2021 and 2020, we recognized such costs of less than CHF 1 million, recorded in general and administrative costs and expenses.

SR-10