0001451505-22-000101 | 10-Q | XBRL Viewer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 27, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
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, Country	CH
Entity Address, Postal Zip Code	6312
City Area Code	+41 (41)
Local Phone Number	749-0500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		721,888,427
Entity Central Index Key	0001451505
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Shares
Document and Entity Information
Title of 12(b) Security	Shares
Trading Symbol	RIG
Security Exchange Name	NYSE
0.50% Exchangeable Senior Bonds due January 2023
Document and Entity Information
Title of 12(b) Security	0.50% Exchangeable Senior Bonds due 2023
Trading Symbol	RIG/23
Security Exchange Name	NYSE

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating revenues
Contract drilling revenues	$ 691	$ 626	$ 1,969	$ 1,935
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Costs and expenses
Operating and maintenance	$ 411	$ 398	$ 1,256	$ 1,267
Cost, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Depreciation and amortization	$ 182	$ 185	$ 549	$ 558
General and administrative	42	40	127	118
Total costs and expenses	635	623	1,932	1,943
Loss on disposal of assets, net	(3)	(3)	(6)	(61)
Operating income (loss)	53		31	(69)
Other income (expense), net
Interest income	9	4	15	11
Interest expense, net of amounts capitalized	(96)	(110)	(298)	(340)
Gain on retirement of debt	7		7	51
Other, net	(6)	3	(2)	26
Total other income (expense), net	(86)	(103)	(278)	(252)
Loss before income tax expense (benefit)	(33)	(103)	(247)	(321)
Income tax expense (benefit)	(5)	27	24	10
Net loss	(28)	(130)	(271)	(331)
Net income attributable to noncontrolling interest				1
Net loss attributable to controlling interest	$ (28)	$ (130)	$ (271)	$ (332)
Loss per share, basic (in dollars per share)	$ (0.04)	$ (0.20)	$ (0.39)	$ (0.53)
Loss per share, diluted (in dollars per share)	$ (0.04)	$ (0.20)	$ (0.39)	$ (0.53)
Weighted-average shares, basic (in shares)	714	653	690	630
Weighted-average shares, diluted (in shares)	714	653	690	630

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (28)	$ (130)	$ (271)	$ (331)
Net income attributable to noncontrolling interest				1
Net loss attributable to controlling interest	(28)	(130)	(271)	(332)
Components of net periodic benefit costs before reclassifications			(11)	(5)
Components of net periodic benefit costs reclassified to net loss	2	3	4	7
Other comprehensive income (loss) before income taxes	2	3	(7)	2
Other comprehensive income (loss)	2	3	(7)	2
Other comprehensive income (loss) attributable to controlling interest	2	3	(7)	2
Total comprehensive loss	(26)	(127)	(278)	(329)
Total comprehensive income attributable to noncontrolling interest				1
Total comprehensive loss attributable to controlling interest	$ (26)	$ (127)	$ (278)	$ (330)

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 954	$ 976
Accounts receivable, net of allowance of $2 at September 30, 2022 and December 31, 2021	599	492
Materials and supplies, net of allowance of $194 and $183 at September 30, 2022 and December 31, 2021, respectively	398	392
Restricted cash and cash equivalents	387	436
Other current assets	131	148
Total current assets	2,469	2,444
Property and equipment	23,728	23,152
Less accumulated depreciation	(6,570)	(6,054)
Property and equipment, net	17,158	17,098
Contract intangible assets	75	173
Deferred tax assets, net	11	7
Other assets	908	959
Total assets	20,621	20,681
Liabilities and equity
Accounts payable	275	228
Accrued income taxes	4	17
Debt due within one year	750	513
Other current liabilities	476	545
Total current liabilities	1,505	1,303
Long-term debt	6,451	6,657
Deferred tax liabilities, net	471	447
Other long-term liabilities	963	1,068
Total long-term liabilities	7,885	8,172
Commitments and contingencies
Shares, CHF 0.10 par value, 905,093,509 authorized, 142,362,675 conditionally authorized, 797,244,753 issued and 721,888,427 outstanding at September 30, 2022, and 891,379,306 authorized, 142,363,356 conditionally authorized, 728,176,456 issued and 655,505,335 outstanding at December 31, 2021	71	64
Additional paid-in capital	13,979	13,683
Accumulated deficit	(2,729)	(2,458)
Accumulated other comprehensive loss	(91)	(84)
Total controlling interest shareholders' equity	11,230	11,205
Noncontrolling interest	1	1
Total equity	11,231	11,206
Total liabilities and equity	$ 20,621	$ 20,681

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions	Sep. 30, 2022 USD ($) shares	Sep. 30, 2022 SFr / shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 SFr / shares
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts \| $	$ 2		$ 2
Materials and supplies, net of allowance \| $	$ 194		$ 183
Shares, CHF par value (in Swiss francs per share) \| SFr / shares		SFr 0.10		SFr 0.10
Shares, authorized	905,093,509		891,379,306
Shares, conditionally authorized	142,362,675		142,363,356
Shares, issued	797,244,753		728,176,456
Shares, outstanding	721,888,427		655,505,335

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total controlling interest shareholders' equity	Shares	Additional paid-in capital	Retained earnings	Accumulated other comprehensive loss	Noncontrolling interest	Total
Balance at Dec. 31, 2020	$ 11,432	$ 60	$ 13,501	$ (1,866)	$ (263)	$ 3	$ 11,435
Increase (Decrease) in Shareholders' Equity
Share-based compensation	21		21				21
Issuance of shares	141	3	138				141
Net loss attributable to controlling interest				(332)			(332)
Other comprehensive income (loss) attributable to controlling interest					2		2
Total comprehensive loss attributable to controlling interest	(330)						(330)
Total comprehensive income attributable to noncontrolling interest						1
Total comprehensive loss							(329)
Other, net	(1)		(1)				(1)
Balance at Sep. 30, 2021	11,263	63	13,659	(2,198)	(261)	4	11,267
Balance at Jun. 30, 2021	11,308	62	13,578	(2,068)	(264)	4	11,312
Increase (Decrease) in Shareholders' Equity
Share-based compensation	7		7				7
Issuance of shares	75	1	74				75
Net loss attributable to controlling interest				(130)			(130)
Other comprehensive income (loss) attributable to controlling interest					3		3
Total comprehensive loss attributable to controlling interest	(127)						(127)
Total comprehensive loss							(127)
Balance at Sep. 30, 2021	11,263	63	13,659	(2,198)	(261)	4	11,267
Balance at Dec. 31, 2021	11,205	64	13,683	(2,458)	(84)	1	11,206
Increase (Decrease) in Shareholders' Equity
Share-based compensation	22		22				22
Issuance of shares	264	7	257				264
Issuance of warrants	17		17				17
Net loss attributable to controlling interest				(271)			(271)
Other comprehensive income (loss) attributable to controlling interest					(7)		(7)
Total comprehensive loss attributable to controlling interest	(278)						(278)
Total comprehensive loss							(278)
Balance at Sep. 30, 2022	11,230	71	13,979	(2,729)	(91)	1	11,231
Balance at Jun. 30, 2022	11,174	69	13,899	(2,701)	(93)	1	11,175
Increase (Decrease) in Shareholders' Equity
Share-based compensation	7		7				7
Issuance of shares	58	2	56				58
Issuance of warrants	17		17				17
Net loss attributable to controlling interest				(28)			(28)
Other comprehensive income (loss) attributable to controlling interest					2		2
Total comprehensive loss attributable to controlling interest	(26)						(26)
Total comprehensive loss							(26)
Balance at Sep. 30, 2022	$ 11,230	$ 71	$ 13,979	$ (2,729)	$ (91)	$ 1	$ 11,231

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (28)	$ (271)	$ (331)
Adjustments to reconcile to net cash provided by operating activities:
Contract intangible asset amortization		98	170
Depreciation and amortization	182	549	558
Share-based compensation expense		22	21
Loss on disposal of assets, net	3	6	61
Gain on retirement of debt	(7)	(7)	(51)
Deferred income tax expense		20	43
Other, net		56	29
Changes in deferred revenues, net		(49)	(87)
Changes in deferred costs, net		23	8
Changes in other operating assets and liabilities, net		(177)	(31)
Net cash provided by operating activities		270	390
Cash flows from investing activities
Capital expenditures		(308)	(137)
Investments in equity of unconsolidated affiliates		(27)
Investment in loans to unconsolidated affiliates		(2)	(33)
Proceeds from disposal of assets, net		4	8
Net cash used in investing activities		(333)	(162)
Cash flows from financing activities
Repayments of debt		(453)	(423)
Proceeds from issuance of shares, net of issue costs		264	141
Proceeds from issuance of debt, net of issue costs		176
Proceeds from issuance of warrants, net of issue costs		12
Other, net		(7)	(30)
Net cash used in financing activities		(8)	(312)
Net decrease in unrestricted and restricted cash and cash equivalents		(71)	(84)
Unrestricted and restricted cash and cash equivalents, beginning of period		1,412	1,560
Unrestricted and restricted cash and cash equivalents, end of period	$ 1,341	$ 1,341	$ 1,476

Business

9 Months Ended

Sep. 30, 2022

Business

Business

Note 1—Business

Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of September 30, 2022, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. As of September 30, 2022, we were constructing two ultra-deepwater drillships.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Significant Accounting Policies

Significant Accounting Policies

Note 2—Significant Accounting Policies

Presentation—We prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise noted. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any future period. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, included in our annual report on Form 10-K filed on February 23, 2022.

Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we must make judgments by applying estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to our income taxes, property and equipment, equity investments, contingencies, allowance for excess materials and supplies, intangibles, postemployment benefit plans and share-based compensation. We base our estimates and assumptions on historical experience and other factors that we believe are reasonable. Actual results could differ from such estimates.

Fair value measurements—We estimate fair value at an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.

Unconsolidated Affiliates

9 Months Ended

Sep. 30, 2022

Unconsolidated Affiliates

Unconsolidated Affiliates

Note 3—Unconsolidated Affiliates

Equity investments—We hold noncontrolling equity investments in various unconsolidated companies, including (a) our 33.0 percent ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), a Cayman Islands company that, through its wholly owned subsidiary, owns the harsh environment floater Transocean Norge, (b) our interest in Nauticus Robotics, Inc., a publicly traded company that develops highly sophisticated, ultra-sustainable marine robots and intelligent software to power them, (c) our interest in Ocean Minerals LLC, the parent company of Moana Minerals Ltd., a Cook Islands subsea resource development company that was recently awarded an exploration license by the Cook Islands Seabed Minerals Authority, granting it exploration rights to a large subsea geographic area with substantial quantities of polymetallic nodules and (d) our interests in certain companies that are involved in researching and developing technology to improve efficiency, reliability, sustainability and safety for drilling and other activities. In the nine months ended September 30, 2022, we made an aggregate cash contribution of $27 million to our equity investments. At September 30, 2022 and December 31, 2021, the aggregate carrying amount of our equity investments was $103 million and $91 million, respectively, recorded in other assets, of which the aggregate carrying amount of our equity investment in Orion was $59 million and $57 million, respectively.

Related party transactions—We engage in certain related party transactions with unconsolidated affiliates, the most significant of which are under agreements with Orion. We operate, stack and maintain Transocean Norge under a management services agreement, and we market Transocean Norge under a marketing services agreement. During operations, we lease Transocean Norge under a short-term bareboat charter agreement, the next of which is expected to begin in May 2023 and expire in December 2023. Additionally, we procure and provide services and equipment from and to other unconsolidated affiliates for technological innovation and subsea minerals exploration. In the nine months ended September 30, 2022 and 2021, we received an aggregate cash payment of $29 million and $6 million, respectively, for services and equipment provided to Orion.

We also periodically provide financing to certain of our unconsolidated affiliates. In the nine months ended September 30, 2022 and 2021, we made an aggregate cash investment in loans of $2 million and $33 million, respectively. At September 30, 2022 and December 31, 2021, the aggregate principal amount due to us under the various financing arrangements with our unconsolidated affiliates was $38 million and $36 million, respectively, recorded in other assets.

Revenues

9 Months Ended

Sep. 30, 2022

Revenues

Revenues

Note 4—Revenues

Overview—Our drilling services represent a single performance obligation under our drilling contracts with customers that is satisfied over time, the duration of which varies by contract. As of September 30, 2022, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through July 2029.

Disaggregation—Our disaggregated contract drilling revenues, disaggregated by asset group and by country in which they were earned, were as follows (in millions):


	Three months ended September 30,												Nine months ended September 30,
	2022						2021						2022						2021
	Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh
	deepwater		environment				deepwater		environment				deepwater		environment				deepwater		environment
	floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total
U.S.	$	288	$	—	$	288	$	280	$	—	$	280	$	809	$	—	$	809	$	819	$	4	$	823
Norway		—		244		244		—		185		185		—		678		678		—		609		609
Other countries (a)		145		14		159		148		13		161		465		17		482		469		34		503
Total contract drilling revenues	$	433	$	258	$	691	$	428	$	198	$	626	$	1,274	$	695	$	1,969	$	1,288	$	647	$	1,935

(a)	The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues.

Contract liabilities—Contract liabilities for our contracts with customers were as follows (in millions):


	September 30,		December 31,
	2022		2021
Deferred contract revenues, recorded in other current liabilities	$	84	$	83
Deferred contract revenues, recorded in other long-term liabilities		215		265
Total contract liabilities	$	299	$	348

Significant changes in contract liabilities were as follows (in millions):


	Nine months ended
	September 30,
	2022		2021
Total contract liabilities, beginning of period	$	348	$	456
Decrease due to recognition of revenues for goods and services		(90)		(117)
Increase due to goods and services transferred over time		41		30
Total contract liabilities, end of period	$	299	$	369

Pre-operating costs—In the three and nine months ended September 30, 2022, we recognized pre-operating costs of $10 million and $46 million, respectively, recorded in operating and maintenance costs. In the three and nine months ended September 30, 2021, we recognized pre-operating costs of $13 million and $43 million, respectively, recorded in operating and maintenance costs. At September 30, 2022 and December 31, 2021, the carrying amount of our unrecognized pre-operating costs to obtain contracts was $3 million and $21 million, respectively, recorded in other assets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Long-Lived Assets

9 Months Ended

Sep. 30, 2022

Long-Lived Assets

Long-Lived Assets

Note 5—Long-Lived Assets

Construction work in progress—The changes in our construction work in progress were as follows (in millions):


	Nine months ended
	September 30,
	2022		2021
Construction work in progress, beginning of period	$	1,017	$	828

Capital expenditures
Newbuild construction program		269		106
Other equipment and construction projects		39		31
Total capital expenditures		308		137
Non-cash capital additions financed under Shipyard Loan		300		—
Changes in accrued capital additions		(4)		19

Property and equipment placed into service		(35)		(28)
Construction work in progress, end of period	$	1,586	$	956

Dispositions—During the nine months ended September 30, 2021, in connection with our efforts to dispose of non-strategic assets, we completed the sale of the harsh environment floater Leiv Eiriksson and related assets. In the nine months ended September 30, 2021, we received aggregate net cash proceeds of $4 million and recognized an aggregate net loss of $60 million ($0.10 per diluted share), which had no tax effect, associated with the disposal of these assets.

Debt

9 Months Ended

Sep. 30, 2022

Debt

Debt

Note 6—Debt

Overview

Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, including the contractual interest payments of previously restructured debt, a bifurcated compound exchange feature, and unamortized debt-related balances, such as discounts, premiums and issue costs, were as follows (in millions):


	Principal amount				Carrying amount
	September 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
5.52% Senior Secured Notes due May 2022	$	—	$	18	$	—	$	18
3.80% Senior Notes due October 2022		—		27		—		27
0.50% Exchangeable Senior Bonds due January 2023		49		140		49		140
5.375% Senior Secured Notes due May 2023		274		306		274		304
5.875% Senior Secured Notes due January 2024		352		435		349		430
7.75% Senior Secured Notes due October 2024		270		300		267		296
6.25% Senior Secured Notes due December 2024		281		313		278		309
6.125% Senior Secured Notes due August 2025		336		402		332		397
7.25% Senior Notes due November 2025		364		411		360		406
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		294		294		269		264
7.50% Senior Notes due January 2026		569		569		566		565
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		238		238		265		271
11.50% Senior Guaranteed Notes due January 2027		687		687		1,009		1,078
6.875% Senior Secured Notes due February 2027		482		550		477		544
8.00% Senior Notes due February 2027		612		612		608		607
7.45% Notes due April 2027		52		52		52		52
8.00% Debentures due April 2027		22		22		22		22
4.50% Shipyard Loan due June 2027		349		—		303		—
7.00% Notes due June 2028		261		261		265		265
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		300		—		281		—
7.50% Notes due April 2031		396		396		394		394
6.80% Senior Notes due March 2038		610		610		605		605
7.35% Senior Notes due December 2041		177		177		176		176
Total debt		6,975		6,820		7,201		7,170

Less debt due within one year
5.52% Senior Secured Notes due May 2022		—		18		—		18
3.80% Senior Notes due October 2022		—		27		—		27
0.50% Exchangeable Senior Bonds due January 2023		49		—		49		—
5.375% Senior Secured Notes due May 2023		274		63		274		62
5.875% Senior Secured Notes due January 2024		83		83		81		80
7.75% Senior Secured Notes due October 2024		60		60		59		58
6.25% Senior Secured Notes due December 2024		62		62		61		61
6.125% Senior Secured Notes due August 2025		66		66		64		64
7.25% Senior Notes due November 2025		9		—		9		—
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		—		—		6		6
11.50% Senior Guaranteed Notes due January 2027		—		—		70		70
6.875% Senior Secured Notes due February 2027		69		69		67		67
4.50% Shipyard Loan due June 2027		10		—		10		—
Total debt due within one year		682		448		750		513
Total long-term debt	$	6,293	$	6,372	$	6,451	$	6,657

Scheduled maturities—At September 30, 2022, scheduled maturities of our debt, including the principal installments and other installments, representing the contractual interest payments of previously restructured debt, were as follows (in millions):


	Principal		Other
	installments		installments		Total
Twelve months ending September 30,
2023	$	682	$	76	$	758
2024		595		77		672
2025		693		77		770
2026		1,408		78		1,486
2027		1,853		40		1,893
Thereafter		1,744		—		1,744
Total installments of debt	$	6,975	$	348		7,323
Total unamortized debt-related balances, net						(261)
Bifurcated compound exchange feature, at estimated fair value						139
Total carrying amount of debt					$	7,201

Credit agreements

Secured Credit Facility—We have a secured revolving credit facility established under a bank credit agreement (as amended from time to time, the “Secured Credit Facility”), which is scheduled to mature on June 22, 2025. In July 2022, we amended the bank credit agreement for our Secured Credit Facility to, among other things, (i) extend the maturity date from June 22, 2023 to June 22, 2025, (ii) reduce the borrowing capacity from $1.33 billion to $774 million through June 22, 2023, and thereafter reduce the borrowing capacity to $600 million through June 22, 2025 and (iii) replace our ability to borrow under the Secured Credit Facility at the reserve adjusted London Interbank Offered Rate plus a margin (the “Secured Credit Facility Margin”) with the ability to borrow under the Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus the Secured Credit Facility Margin and a Term SOFR spread adjustment of 0.10 percent. The Secured Credit Facility is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled principal repayments of indebtedness, with certain exceptions, due within 91 days thereof is equal to or in excess of $200 million and available cash is less than $250 million. The amended secured credit facility also permits us to increase the aggregate amount of commitments by up to $250 million. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. The Secured Credit Facility is secured by, among other things, a lien on nine of our ultra-deepwater floaters and two of our harsh environment floaters. The Secured Credit Facility contains covenants that, among other things, include maintenance of a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral coverage ratio of 2.1 to 1.0, a maximum debt to capitalization ratio of 0.60 to 1.00 and minimum liquidity of $500 million. The Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and pay dividends and other distributions.

In order to utilize the Secured Credit Facility, we must, at the time of the borrowing request, be in full compliance with the terms and conditions of the Secured Credit Facility and make certain representations and warranties, including with respect to compliance with laws and solvency, to the lenders. Repayment of borrowings under the Secured Credit Facility are subject to acceleration upon the occurrence of an event of default. To remain in compliance with the minimum liquidity requirement and to avoid a default, we must obtain additional liquidity of at least $200 million within the 12-month period following the issuance of the financial statements included in this report, which we plan to obtain through a secured financing for Deepwater Titan. A failure by us to avoid such a default would eliminate our access to incremental borrowing under the Secured Credit Facility and, since we expect to have drawn on the Secured Credit Facility, give our lenders the right to declare such borrowings immediately due and payable. Although not assured, we believe it is probable that we will be able to obtain such secured financing for Deepwater Titan in the required timeframe. Under the agreements governing certain of our debt and finance lease, we are also subject to various covenants, including restrictions on creating liens, engaging in sale/leaseback transactions and engaging in certain merger, consolidation or reorganization transactions. A default under our public debt indentures, the agreements governing our senior secured notes, our finance lease contract or any other debt owed to unaffiliated entities that exceeds $125 million could trigger a default under the Secured Credit Facility and, if not waived by the lenders, could cause us to lose access to the Secured Credit Facility. At September 30, 2022, based on the credit rating of the Secured Credit Facility on that date, the Secured Credit Facility Margin was 3.375 percent and the facility fee was 0.875 percent. At September 30, 2022, we had no borrowings outstanding, $7 million of letters of credit issued, and we had $767 million of available borrowing capacity under the Secured Credit Facility.

Shipyard financing arrangement—In June 2021, we entered into credit agreements with Jurong Shipyard Pte Ltd. establishing facilities (each, a “Shipyard Loan,” and together, the “Shipyard Loans”) to finance all or a portion of the final payments expected to be owed to the shipyard upon delivery of the ultra-deepwater floaters Deepwater Atlas and Deepwater Titan. In June 2022, we borrowed $349 million under the Shipyard Loan and made a cash payment of $46 million to satisfy the final milestone payment due upon delivery of Deepwater Atlas. We recorded the Shipyard Loan, net of imputed interest, with an initial carrying amount of $300 million and corresponding non-cash capital additions, recorded in property and equipment. The carrying amount of the Shipyard Loan at inception represented its estimated fair value using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and

credit spreads of our debt, by applying an estimated discount rate of 9.4 percent. At September 30, 2022, we had no borrowings outstanding under the Shipyard Loan for Deepwater Titan.

The Shipyard Loans are guaranteed by Transocean Inc. Borrowings under the Shipyard Loan for Deepwater Atlas are secured by, among other security, a lien on the rig. In certain circumstances, borrowings under the Shipyard Loan for Deepwater Titan may also be secured by, among other security, a lien on the rig. We will repay the borrowings under the Shipyard Loan for Deepwater Atlas, together with interest of 4.5 percent per annum, in installments through June 2027. We have the right to prepay the outstanding borrowings, in full or in part, without penalty. The Shipyard Loans contain covenants that, among other things, limit the ability of the subsidiary owners of the drilling rigs to incur certain types of additional indebtedness or make certain additional commitments or investments.

Exchangeable bonds

Exchange terms—At September 30, 2022, the (a) current exchange rates, expressed as the number of Transocean Ltd. shares per $1,000 note, (b) implied exchange prices per Transocean Ltd. share and (c) aggregate shares, expressed in millions, issuable upon exchange of our exchangeable bonds were as follows:


			Implied
	Exchange		exchange		Shares
	rate		price		issuable
0.50% Exchangeable Senior Bonds due January 2023		97.29756	$	10.28		4.7
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		190.47620		5.25		56.0
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		162.16260		6.17		38.6
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		290.66180		3.44		87.2

The exchange rates of our exchangeable bonds, identified above, are subject to adjustment upon the occurrence of certain events. The 0.50% exchangeable senior bonds due January 2023 (the “0.50% Exchangeable Senior Bonds”) may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the business day immediately preceding the maturity date. The 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. The 2.50% senior guaranteed exchangeable bonds due January 2027 may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date. The 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares.

The 4.625% Senior Guaranteed Exchangeable Bonds contain a compound exchange feature that, in addition to the exchange terms outlined above, requires us to pay holders a make-whole premium of future interest through March 30, 2028, for exchanges exercised during a redemption notice period. Such compound exchange feature must be bifurcated from the host debt instrument since it is not considered indexed to our stock. Accordingly, we will recognize changes to the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to interest expense.

Effective interest rates and fair values—At September 30, 2022, the effective interest rates and estimated fair values of our exchangeable bonds were as follows (in millions, except effective interest rates):


	Effective		Fair
	interest rate		value
0.50% Exchangeable Senior Bonds due January 2023		0.5%	$	48
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		6.9%		265
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		0.0%		181
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		18.1%		281

We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares.

Related balances—At September 30, 2022 and December 31, 2021, the premium associated with the original issuance of the 0.50% Exchangeable Senior Bonds had a carrying amount of $172 million, recorded in equity as a component of additional paid-in capital.

Debt issuance

Senior guaranteed exchangeable bonds—On September 30, 2022, we issued $300 million aggregate principal amount of 4.625% Senior Guaranteed Exchangeable Bonds in connection with exchange and purchase agreements. Pursuant to the exchange and purchase agreements, we exchanged (the “2022 Private Exchange”) (a) $73 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds for (i) $73 million aggregate principal amount of 4.625% Senior Guaranteed Exchangeable Bonds and (ii) 6.7 million warrants to purchase Transocean Ltd. shares, and (b) $43 million aggregate principal amount of the 7.25% senior notes due November 2025 for

$39 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds. Additionally, we sold $188 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds and issued 15.5 million warrants to purchase Transocean Ltd. shares for aggregate net cash proceeds of $188 million. The initial carrying amount of the 4.625% Senior Guaranteed Exchangeable Bonds, measured at the estimated fair value on the date of issuance, was $281 million. We estimated the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model and by using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. In the three and nine months ended September 30, 2022, as a result of the 2022 Private Exchange, we recognized a gain of $6 million ($0.01 per diluted share), with no tax effect, associated with the retirement of debt. See Note 10—Equity.

On February 26, 2021, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds and made an aggregate cash payment of $11 million in private exchanges (collectively, the “2021 Private Exchange”) for $323 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds. The initial carrying amount of the 4.00% Senior Guaranteed Exchangeable Bonds, measured at the estimated fair value on the date of issuance, was $260 million. We estimated the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model and by using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. In the nine months ended September 30, 2021, as a result of the 2021 Private Exchange, we recognized a gain of $51 million ($0.08 per diluted share), with no tax effect, associated with the retirement of debt.

Early debt retirement

During the nine months ended September 30, 2022 and 2021, we retired certain notes as a result of repayment, redemption, private exchanges and open market repurchases. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions):


	Nine months ended September 30,
	2022								2021
	Repaid		Exchanged		Redeemed		Total		Exchanged		Repurchased		Total
5.52% Senior Secured Notes due May 2022	$	18	$	—	$	—	$	18	$	—	$	—	$	—
3.80% Senior Notes due October 2022		—		—		27		27		—		—		—
0.50% Exchangeable Senior Bonds due January 2023		—		73		18		91		323		—		323
5.375% Senior Secured Notes due May 2023		—		—		—		—		—		10		10
5.875% Senior Secured Notes due January 2024		—		—		—		—		—		41		41
7.25% Senior Notes due November 2025		—		43		5		48		—		—		—
Aggregate principal amount of debt retired	$	18	$	116	$	50	$	184	$	323	$	51	$	374

Aggregate cash payment	$	18	$	—	$	49	$	67	$	11	$	51	$	62
Aggregate principal amount of debt issued in exchanges	$	—	$	112	$	—	$	112	$	294	$	—	$	294
Aggregate fair value of warrants issued in exchanges	$	—	$	5	$	—	$	5	$	—	$	—	$	—
Aggregate net gain, nine-month period	$	—	$	6	$	1	$	7	$	51	$	—	$	51
Aggregate net gain, three-month period	$	—	$	6	$	1	$	7	$	—	$	—	$	—

In October 2022, the harsh environment floater Transocean Equinox, which is held as collateral for the 5.375% senior secured notes due May 2023, concluded its drilling contract following a notice received from the customer in September 2022. As required under the indenture governing such notes, on the date that is 90 days after the contract’s conclusion, we must redeem 50 percent of the aggregate principal amount of the outstanding securities at a redemption price equal to 100 percent of the principal amount of the securities to be redeemed plus accrued and unpaid interest. As a result, we expect to make a cash redemption payment of $121 million in January 2023, which we previously expected to make in March 2023 if the drilling contract would have instead concluded in December 2022 at the expiration of its firm term.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Taxes

Income Taxes

Note 7—Income Taxes

Tax provision and rate—In the nine months ended September 30, 2022 and 2021, our effective tax rate was (9.6) percent and (3.2) percent, respectively, based on loss before income tax expense or benefit. In the nine months ended September 30, 2022 and 2021, the effect of various discrete period tax items was a net tax benefit of $14 million and $25 million, respectively, and the reduction of such tax benefit was primarily due to reduced releases of uncertain tax positions in the current-year period. In the nine months ended September 30, 2022, such discrete items included expiration of various uncertain tax positions and changes to valuation allowances. In the nine months ended September 30, 2021, such discrete items included loss on disposal of assets, gain on retirement of debt, expiration and settlements of various uncertain tax positions, remeasurement of deferred tax liabilities related to the jurisdictional ownership changes of certain assets and changes in valuation allowances. In the nine months ended September 30, 2022 and 2021, our effective tax rate, excluding discrete items, was (14.9) percent and (11.2) percent, respectively, based on loss before income tax expense or benefit.

Tax positions and returns—We conduct operations through our various subsidiaries in countries throughout the world. Each country has its own tax regimes with varying nominal rates, deductions and tax attributes that are subject to changes resulting from new

legislation, interpretation or guidance. From time to time, as a result of these changes, we may revise previously evaluated tax positions, which could cause us to adjust our recorded tax assets and liabilities. Tax authorities in certain jurisdictions are examining our tax returns and, in some cases, have issued assessments. We intend to defend our tax positions vigorously. Although we can provide no assurance as to the outcome of the aforementioned changes, examinations or assessments, we do not expect the ultimate liability to have a material adverse effect on our condensed consolidated statement of financial position or results of operations; however, it could have a material adverse effect on our condensed consolidated statement of cash flows.

Brazil tax investigations—In December 2005, the Brazilian tax authorities began issuing tax assessments with respect to our tax returns for the years 2000 through 2004. In May 2014, the Brazilian tax authorities issued an additional tax assessment for the years 2009 and 2010. We are actively engaged in the appeals process and have filed protests with the Brazilian tax authorities, which has resulted in favorable closure of a portion of the two cases. As of September 30, 2022, the remaining aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL 660 million, equivalent to approximately $122 million, and indirect tax of BRL 115 million, equivalent to approximately $21 million. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these proposed assessments could have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Loss Per Share

9 Months Ended

Sep. 30, 2022

Loss per share

Loss per share

Note 8—Loss Per Share

The computations of basic and diluted loss per share were as follows (in millions, except per share data):


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator for loss per share, basic and diluted
Net loss attributable to controlling interest	$	(28)	$	(130)	$	(271)	$	(332)

Denominator for loss per share, basic and diluted
Weighted-average shares for per share calculation		714		653		690		630


Loss per share, basic and diluted	$	(0.04)	$	(0.20)	$	(0.39)	$	(0.53)

We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive (in millions):


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Exchangeable bonds		109.0		108.1		108.4		103.1
Share-based awards		15.8		13.0		14.7		12.3
Warrants		0.2		—		0.1		—

Contingencies

9 Months Ended

Sep. 30, 2022

Contingencies

Contingencies

Note 9—Contingencies

Legal proceedings

Asbestos litigation—In 2004, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in complaints filed in the Circuit Courts of the State of Mississippi, and in 2014, a group of similar complaints were filed in Louisiana. The plaintiffs, former employees of some of the defendants, generally allege that the defendants used or manufactured asbestos containing drilling mud additives for use in connection with drilling operations, claiming negligence, products liability, strict liability and claims allowed under the Jones Act and general maritime law. The plaintiffs generally seek awards of unspecified compensatory and punitive damages, but the court appointed special master has ruled that a Jones Act employer defendant, such as us, cannot be sued for punitive damages. One of our subsidiaries was named in additional complaints filed in Illinois and Missouri, where the plaintiffs similarly allege that the defendants manufactured asbestos containing products or used asbestos-containing drilling mud additives in connection with land-based drilling operations. As of September 30, 2022, eight plaintiffs have claims pending in Louisiana and 11 plaintiffs in the aggregate have claims pending in either Illinois or Missouri, in which we have or may have an interest. We intend to defend these lawsuits vigorously, although we can provide no assurance as to the outcome. We historically have maintained broad liability insurance, although we can provide no assurance as to whether insurance will cover the liabilities, if any, arising out of these claims. Based on our evaluation of the exposure to date, we do not expect the liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

One of our subsidiaries was named as a defendant, along with numerous other companies, in lawsuits arising out of the subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes alleging bodily injury or personal injury as a result of exposure to asbestos. As of September 30, 2022, the subsidiary was a defendant in approximately 231 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient

information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. In December 2021, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that provide the subsidiary with cash. An earlier settlement in September 2018 provided the subsidiary with cash and an annuity that begins making payments in 2024. Together with a coverage in place agreement with certain insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Other matters—We are involved in various regulatory matters and a number of claims and lawsuits, asserted and unasserted, all of which have arisen in the ordinary course of our business. We do not expect the liability, if any, resulting from these other matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending, threatened, or possible litigation or liability. We can provide no assurance that our beliefs or expectations as to the outcome or effect of any regulatory, lawsuit or other litigation matter will prove correct, and the eventual outcome of these matters could materially differ from management’s current estimates.

Environmental matters

We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several.

One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information with respect to all environmental matters, including all related pending legal proceedings, asserted legal claims and known potential legal claims that are likely to be asserted, we do not expect the ultimate liability, if any, resulting from such matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Equity

9 Months Ended

Sep. 30, 2022

Equity

Equity

Note 10—Equity

Share issuance—We maintain an at-the-market equity offering program (the “ATM Program”). We intend to use the net proceeds from our ongoing ATM Program for general corporate purposes, which may include, among other things, the repayment or refinancing of indebtedness and the funding of working capital, capital expenditures, investments and additional balance sheet liquidity. On June 14, 2021, we entered into an equity distribution agreement with a sales agent for the offer and sale of our shares, with a maximum aggregate net offering price of up to $400 million, under the ATM Program. On August 5, 2022, we entered into an equity distribution agreement with a sales agent for the offer and sale of our shares, with a maximum aggregate net offering price of up to $435 million, under the ATM Program. In the three and nine months ended September 30, 2022, we received aggregate cash proceeds of $58 million and $264 million, respectively, net of issue costs, for the aggregate sale of 16.2 million and 61.0 million shares, respectively, under the ATM Program. In the three and nine months ended September 30, 2021, we received aggregate cash proceeds of $75 million and $141 million, respectively, net of issue costs, for the aggregate sale of 16.5 million and 31.7 million shares, respectively, under the ATM Program.

Warrants—On September 30, 2022, in connection with the issuance and sale of the 4.625% Senior Guaranteed Exchangeable Bonds in the 2022 Private Exchange, we issued 22.2 million warrants to purchase Transocean Ltd. shares. The warrants may be exercised by holders at any time prior to the close of business on March 13, 2026 at an exercise price equal to $3.71 per share, subject to certain anti-dilutive adjustments, and at our election, such exercise may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. If at any time prior to expiration, the closing price of Transocean Ltd. shares equals or exceeds $10.00 per share, subject to adjustment upon the occurrence of certain events, for a period of five consecutive trading days, we will have the right to effect an exercise of all, but not less than all, of the warrants upon notice to holders. The initial carrying amount of the warrants, recorded in additional paid-in capital and measured at the estimated fair value on the date of issuance, was $17 million. We estimated the fair value of the warrants by employing a binomial lattice model and by using significant other observable inputs, representative of Level 2 fair value measurements, including the expected volatility of the market price for our shares.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
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-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Subparagraph (g)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Financial Instruments

9 Months Ended

Sep. 30, 2022

Financial Instruments

Financial Instruments

Note 11—Financial Instruments

Overview—The carrying amounts and fair values of our financial instruments were as follows (in millions):


	September 30, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	954	$	954	$	976	$	976
Restricted cash and cash equivalents		387		387		436		436
Long-term loans receivable from unconsolidated affiliates		38		37		36		33
Total debt		7,201		5,515		7,170		5,661

Cash and cash equivalents—Our cash and cash equivalents are primarily invested in demand deposits, short-term time deposits and money market funds. The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Restricted cash and cash equivalents—Our restricted cash and cash equivalents, which are subject to restrictions due to collateral requirements, legislation, regulation or court order, are primarily invested in demand deposits and money market funds. The carrying amount of our restricted cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Long-term loans receivable from unconsolidated affiliates—The carrying amount of our long-term loans receivable from unconsolidated affiliates, recorded in other assets, represents the principal amount of the cash investment. We estimated the fair value of our long-term loans receivable from unconsolidated affiliates using significant unobservable inputs, representative of Level 3 fair value measurements, including the terms and credit spreads for the instruments.

Total debt—The carrying amount of our total debt represents the principal amount, contractual interest payments of previously restructured debt and unamortized discounts, premiums and issue costs. The carrying amount and fair value of our total debt includes amounts related to certain exchangeable debt instruments (see Note 6—Debt). We estimated the fair value of our total debt using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads for the instruments and, with respect to the exchangeable debt instruments, the expected volatility of the market price for our shares.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Significant Accounting Policies
Presentation	Presentation—We prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise noted. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, or for any future period. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, included in our annual report on Form 10-K filed on February 23, 2022.
Accounting estimates	Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we must make judgments by applying estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to our income taxes, property and equipment, equity investments, contingencies, allowance for excess materials and supplies, intangibles, postemployment benefit plans and share-based compensation. We base our estimates and assumptions on historical experience and other factors that we believe are reasonable. Actual results could differ from such estimates.
Fair value measurements	Fair value measurements—We estimate fair value at an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.

Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Revenues

Schedule of revenue disaggregation


	Three months ended September 30,												Nine months ended September 30,
	2022						2021						2022						2021
	Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh
	deepwater		environment				deepwater		environment				deepwater		environment				deepwater		environment
	floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total
U.S.	$	288	$	—	$	288	$	280	$	—	$	280	$	809	$	—	$	809	$	819	$	4	$	823
Norway		—		244		244		—		185		185		—		678		678		—		609		609
Other countries (a)		145		14		159		148		13		161		465		17		482		469		34		503
Total contract drilling revenues	$	433	$	258	$	691	$	428	$	198	$	626	$	1,274	$	695	$	1,969	$	1,288	$	647	$	1,935

(a)	The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues.

Schedule of contract balances and changes

Contract liabilities—Contract liabilities for our contracts with customers were as follows (in millions):


	September 30,		December 31,
	2022		2021
Deferred contract revenues, recorded in other current liabilities	$	84	$	83
Deferred contract revenues, recorded in other long-term liabilities		215		265
Total contract liabilities	$	299	$	348

Significant changes in contract liabilities were as follows (in millions):


	Nine months ended
	September 30,
	2022		2021
Total contract liabilities, beginning of period	$	348	$	456
Decrease due to recognition of revenues for goods and services		(90)		(117)
Increase due to goods and services transferred over time		41		30
Total contract liabilities, end of period	$	299	$	369

Long-Lived Assets (Tables)

9 Months Ended

Sep. 30, 2022

Long-Lived Assets

Changes in our construction work in progress, including capital expenditures and capitalized interest


	Nine months ended
	September 30,
	2022		2021
Construction work in progress, beginning of period	$	1,017	$	828

Capital expenditures
Newbuild construction program		269		106
Other equipment and construction projects		39		31
Total capital expenditures		308		137
Non-cash capital additions financed under Shipyard Loan		300		—
Changes in accrued capital additions		(4)		19

Property and equipment placed into service		(35)		(28)
Construction work in progress, end of period	$	1,586	$	956

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of debt


	Principal amount				Carrying amount
	September 30,		December 31,		September 30,		December 31,
	2022		2021		2022		2021
5.52% Senior Secured Notes due May 2022	$	—	$	18	$	—	$	18
3.80% Senior Notes due October 2022		—		27		—		27
0.50% Exchangeable Senior Bonds due January 2023		49		140		49		140
5.375% Senior Secured Notes due May 2023		274		306		274		304
5.875% Senior Secured Notes due January 2024		352		435		349		430
7.75% Senior Secured Notes due October 2024		270		300		267		296
6.25% Senior Secured Notes due December 2024		281		313		278		309
6.125% Senior Secured Notes due August 2025		336		402		332		397
7.25% Senior Notes due November 2025		364		411		360		406
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		294		294		269		264
7.50% Senior Notes due January 2026		569		569		566		565
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		238		238		265		271
11.50% Senior Guaranteed Notes due January 2027		687		687		1,009		1,078
6.875% Senior Secured Notes due February 2027		482		550		477		544
8.00% Senior Notes due February 2027		612		612		608		607
7.45% Notes due April 2027		52		52		52		52
8.00% Debentures due April 2027		22		22		22		22
4.50% Shipyard Loan due June 2027		349		—		303		—
7.00% Notes due June 2028		261		261		265		265
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		300		—		281		—
7.50% Notes due April 2031		396		396		394		394
6.80% Senior Notes due March 2038		610		610		605		605
7.35% Senior Notes due December 2041		177		177		176		176
Total debt		6,975		6,820		7,201		7,170

Less debt due within one year
5.52% Senior Secured Notes due May 2022		—		18		—		18
3.80% Senior Notes due October 2022		—		27		—		27
0.50% Exchangeable Senior Bonds due January 2023		49		—		49		—
5.375% Senior Secured Notes due May 2023		274		63		274		62
5.875% Senior Secured Notes due January 2024		83		83		81		80
7.75% Senior Secured Notes due October 2024		60		60		59		58
6.25% Senior Secured Notes due December 2024		62		62		61		61
6.125% Senior Secured Notes due August 2025		66		66		64		64
7.25% Senior Notes due November 2025		9		—		9		—
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		—		—		6		6
11.50% Senior Guaranteed Notes due January 2027		—		—		70		70
6.875% Senior Secured Notes due February 2027		69		69		67		67
4.50% Shipyard Loan due June 2027		10		—		10		—
Total debt due within one year		682		448		750		513
Total long-term debt	$	6,293	$	6,372	$	6,451	$	6,657

Scheduled maturities of debt


	Principal		Other
	installments		installments		Total
Twelve months ending September 30,
2023	$	682	$	76	$	758
2024		595		77		672
2025		693		77		770
2026		1,408		78		1,486
2027		1,853		40		1,893
Thereafter		1,744		—		1,744
Total installments of debt	$	6,975	$	348		7,323
Total unamortized debt-related balances, net						(261)
Bifurcated compound exchange feature, at estimated fair value						139
Total carrying amount of debt					$	7,201

Schedule of debt retirements


	Nine months ended September 30,
	2022								2021
	Repaid		Exchanged		Redeemed		Total		Exchanged		Repurchased		Total
5.52% Senior Secured Notes due May 2022	$	18	$	—	$	—	$	18	$	—	$	—	$	—
3.80% Senior Notes due October 2022		—		—		27		27		—		—		—
0.50% Exchangeable Senior Bonds due January 2023		—		73		18		91		323		—		323
5.375% Senior Secured Notes due May 2023		—		—		—		—		—		10		10
5.875% Senior Secured Notes due January 2024		—		—		—		—		—		41		41
7.25% Senior Notes due November 2025		—		43		5		48		—		—		—
Aggregate principal amount of debt retired	$	18	$	116	$	50	$	184	$	323	$	51	$	374

Aggregate cash payment	$	18	$	—	$	49	$	67	$	11	$	51	$	62
Aggregate principal amount of debt issued in exchanges	$	—	$	112	$	—	$	112	$	294	$	—	$	294
Aggregate fair value of warrants issued in exchanges	$	—	$	5	$	—	$	5	$	—	$	—	$	—
Aggregate net gain, nine-month period	$	—	$	6	$	1	$	7	$	51	$	—	$	51
Aggregate net gain, three-month period	$	—	$	6	$	1	$	7	$	—	$	—	$	—

Exchanged

Schedule of debt


			Implied
	Exchange		exchange		Shares
	rate		price		issuable
0.50% Exchangeable Senior Bonds due January 2023		97.29756	$	10.28		4.7
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		190.47620		5.25		56.0
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		162.16260		6.17		38.6
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		290.66180		3.44		87.2


	Effective		Fair
	interest rate		value
0.50% Exchangeable Senior Bonds due January 2023		0.5%	$	48
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		6.9%		265
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		0.0%		181
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		18.1%		281

Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Loss per share

Schedule of loss per share

The computations of basic and diluted loss per share were as follows (in millions, except per share data):


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Numerator for loss per share, basic and diluted
Net loss attributable to controlling interest	$	(28)	$	(130)	$	(271)	$	(332)

Denominator for loss per share, basic and diluted
Weighted-average shares for per share calculation		714		653		690		630


Loss per share, basic and diluted	$	(0.04)	$	(0.20)	$	(0.39)	$	(0.53)

Schedule of antidilutive securities


	Three months ended				Nine months ended
	September 30,				September 30,
	2022		2021		2022		2021
Exchangeable bonds		109.0		108.1		108.4		103.1
Share-based awards		15.8		13.0		14.7		12.3
Warrants		0.2		—		0.1		—

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2022

Financial Instruments

Carrying amounts and fair values of the financial instruments


	September 30, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	954	$	954	$	976	$	976
Restricted cash and cash equivalents		387		387		436		436
Long-term loans receivable from unconsolidated affiliates		38		37		36		33
Total debt		7,201		5,515		7,170		5,661

Business (Details)	Sep. 30, 2022 item
Number of mobile offshore drilling units	37
Ultra-deepwater floaters
Number of mobile offshore drilling units	27
Number of mobile offshore drilling units under construction	2
Harsh environment floaters
Number of mobile offshore drilling units	10

Unconsolidated Affiliates (Details) - USD ($) $ in Millions	9 Months Ended
Unconsolidated Affiliates (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Investments
Aggregate carrying amount of equity investment	$ 103		$ 91
Investments in loans to unconsolidated affiliates	2	$ 33
Affiliate loan receivable	$ 38		36
Orion/Transocean Norge
Investments
Ownership percentage	33.00%
Equity method investment payment	$ 27
Aggregate carrying amount of equity investment	59		$ 57
Related party transaction	$ 29	$ 6

Revenues (Disaggregation) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenues (Disaggregation) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Contract drilling revenues	$ 691	$ 626	$ 1,969	$ 1,935
U.S.
Revenue
Contract drilling revenues	288	280	809	823
Norway
Revenue
Contract drilling revenues	244	185	678	609
Other Countries
Revenue
Contract drilling revenues	159	161	482	503
Ultra-deepwater floaters
Revenue
Contract drilling revenues	433	428	1,274	1,288
Ultra-deepwater floaters \| U.S.
Revenue
Contract drilling revenues	288	280	809	819
Ultra-deepwater floaters \| Other Countries
Revenue
Contract drilling revenues	145	148	465	469
Harsh environment floaters
Revenue
Contract drilling revenues	258	198	695	647
Harsh environment floaters \| U.S.
Revenue
Contract drilling revenues				4
Harsh environment floaters \| Norway
Revenue
Contract drilling revenues	244	185	678	609
Harsh environment floaters \| Other Countries
Revenue
Contract drilling revenues	$ 14	$ 13	$ 17	$ 34

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenues (Contract liabilities) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Contract balances
Deferred contract revenues, recorded in other current liabilities	$ 84	$ 83
Deferred contract revenues, recorded in other long-term liabilities	215	265
Total contract liabilities	$ 299	$ 348	$ 369	$ 456

Revenues (Changes) (Details) - USD ($) $ in Millions	9 Months Ended
Revenues (Changes) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Changes to contract liabilities
Total contract liabilities, at beginning of period	$ 348	$ 456
Decrease due to recognition of revenues for goods and services	(90)	(117)
Increase due to goods and services transferred over time	41	30
Total contract liabilities, at end of period	$ 299	$ 369

Revenues (Pre-operating) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenues (Pre-operating) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenues
Recognized pre-operating costs	$ 10	$ 13	$ 46	$ 43
Unrecognized pre-operating costs	$ 3		$ 3		$ 21

Long-Lived Assets (Details) - USD ($) $ in Millions	9 Months Ended
Long-Lived Assets (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	$ 308	$ 137
Construction in Progress
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Construction work in progress, at beginning of period	1,017	828
Total capital expenditures	308	137
Non-cash capital additions financed under Shipyard Loan	300
Changes in accrued capital additions	(4)	19
Property and equipment placed into service	(35)	(28)
Construction work in progress, at end of period	1,586	956
New builds
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	269	106
Other property and equipment
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	$ 39	$ 31

Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Dispositions
Net cash proceeds from sale of assets			$ 4	$ 8
Gain (loss) on the sale of assets	$ (3)	$ (3)	$ (6)	(61)
Assets sold, not discontinued operations \| Rig sales
Dispositions
Net cash proceeds from sale of assets				4
Gain (loss) on the sale of assets				$ (60)
Gain (loss) on the sale of assets per diluted share				$ (0.10)
Gain (loss) on disposal of assets, tax effect				$ 0

Debt (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
Principal amount
Debt due within one year	$ 682	$ 448
Long-term debt	6,293	6,372
Carrying amount
Total debt	7,201	7,170
Debt due within one year	750	513
Long-term debt	$ 6,451	6,657
5.52% Senior Secured Notes due May 2022
Principal amount
Total installments of debt		18
Debt due within one year		18
Carrying amount
Total debt		18
Debt due within one year		$ 18
Debt instrument interest rate stated percentage		5.52%
3.80% Senior Notes due October 2022
Principal amount
Total installments of debt		$ 27
Debt due within one year		27
Carrying amount
Total debt		27
Debt due within one year		27
Debt instrument interest rate stated percentage	3.80%
0.50% Exchangeable Senior Bonds due January 2023
Principal amount
Total installments of debt	$ 49	140
Debt due within one year	49
Carrying amount
Total debt	49	140
Debt due within one year	$ 49
Debt instrument interest rate stated percentage	0.50%
5.375% Senior Secured Notes due May 2023
Principal amount
Total installments of debt	$ 274	306
Debt due within one year	274	63
Carrying amount
Total debt	274	304
Debt due within one year	$ 274	62
Debt instrument interest rate stated percentage	5.375%
5.875% Senior Secured Notes due January 2024
Principal amount
Total installments of debt	$ 352	435
Debt due within one year	83	83
Carrying amount
Total debt	349	430
Debt due within one year	$ 81	80
Debt instrument interest rate stated percentage	5.875%
7.75% Senior Secured Notes due October 2024
Principal amount
Total installments of debt	$ 270	300
Debt due within one year	60	60
Carrying amount
Total debt	267	296
Debt due within one year	$ 59	58
Debt instrument interest rate stated percentage	7.75%
6.25% Senior Secured Notes due December 2024
Principal amount
Total installments of debt	$ 281	313
Debt due within one year	62	62
Carrying amount
Total debt	278	309
Debt due within one year	$ 61	61
Debt instrument interest rate stated percentage	6.25%
6.125% Senior Secured Notes due August 2025
Principal amount
Total installments of debt	$ 336	402
Debt due within one year	66	66
Carrying amount
Total debt	332	397
Debt due within one year	$ 64	64
Debt instrument interest rate stated percentage	6.125%
7.25% Senior Notes due November 2025
Principal amount
Total installments of debt	$ 364	411
Debt due within one year	9
Carrying amount
Total debt	360	406
Debt due within one year	$ 9
Debt instrument interest rate stated percentage	7.25%
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
Principal amount
Total installments of debt	$ 294	294
Carrying amount
Total debt	$ 269	264
Debt instrument interest rate stated percentage	4.00%
7.50% Senior Notes due January 2026
Principal amount
Total installments of debt	$ 569	569
Carrying amount
Total debt	$ 566	565
Debt instrument interest rate stated percentage	7.50%
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Principal amount
Total installments of debt	$ 238	238
Carrying amount
Total debt	265	271
Debt due within one year	$ 6	6
Debt instrument interest rate stated percentage	2.50%
11.50% Senior Guaranteed Notes due January 2027
Principal amount
Total installments of debt	$ 687	687
Carrying amount
Total debt	1,009	1,078
Debt due within one year	$ 70	70
Debt instrument interest rate stated percentage	11.50%
6.875% Senior Secured Notes due February 2027
Principal amount
Total installments of debt	$ 482	550
Debt due within one year	69	69
Carrying amount
Total debt	477	544
Debt due within one year	$ 67	67
Debt instrument interest rate stated percentage	6.875%
8.00% Senior Notes due February 2027
Principal amount
Total installments of debt	$ 612	612
Carrying amount
Total debt	$ 608	607
Debt instrument interest rate stated percentage	8.00%
7.45% Notes due April 2027
Principal amount
Total installments of debt	$ 52	52
Carrying amount
Total debt	$ 52	52
Debt instrument interest rate stated percentage	7.45%
8.00% Debentures due April 2027
Principal amount
Total installments of debt	$ 22	22
Carrying amount
Total debt	$ 22	22
Debt instrument interest rate stated percentage	8.00%
4.50% Shipyard Loan due June 2027
Principal amount
Total installments of debt	$ 349
Debt due within one year	10
Carrying amount
Total debt	303
Debt due within one year	$ 10
Debt instrument interest rate stated percentage	4.50%		4.50%
7.00% Notes due June 2028
Principal amount
Total installments of debt	$ 261	261
Carrying amount
Total debt	$ 265	265
Debt instrument interest rate stated percentage	7.00%
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Principal amount
Total installments of debt	$ 300
Carrying amount
Total debt	$ 281
Debt instrument interest rate stated percentage	4.625%
7.50% Notes due April 2031
Principal amount
Total installments of debt	$ 396	396
Carrying amount
Total debt	$ 394	394
Debt instrument interest rate stated percentage	7.50%
6.80% Senior Notes due March 2038
Principal amount
Total installments of debt	$ 610	610
Carrying amount
Total debt	$ 605	605
Debt instrument interest rate stated percentage	6.80%
7.35% Senior Notes due December 2041
Principal amount
Total installments of debt	$ 177	177
Carrying amount
Total debt	$ 176	176
Debt instrument interest rate stated percentage	7.35%
Principal installments
Principal amount
Total installments of debt	$ 6,975	$ 6,820

Debt (Maturities) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Total Installments
Scheduled maturities of debt
2023	$ 758
2024	672
2025	770
2026	1,486
2027	1,893
Thereafter	1,744
Total installments of debt	7,323
Total unamortized debt-related balances, net	(261)
Bifurcated compound exchange feature, at estimated fair value	139
Total carrying amount of debt	7,201
Principal installments
Scheduled maturities of debt
2023	682
2024	595
2025	693
2026	1,408
2027	1,853
Thereafter	1,744
Total installments of debt	6,975	$ 6,820
Other installments
Scheduled maturities of debt
2023	76
2024	77
2025	77
2026	78
2027	40
Total installments of debt	$ 348

Debt (Credit Agreements) (Details) $ in Millions	1 Months Ended		9 Months Ended
Debt (Credit Agreements) (Details) $ in Millions	Jul. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021
Debt
Aggregate cash payment to acquire property			$ 308	$ 137
Five-Year Revolving Credit Facility
Debt
Borrowing capacity, maximum		$ 1,330
Early maturity trigger, principal due within 91 days	$ 200
Early maturity trigger available cash	250
Permitted commitment increase	$ 250
Minimum guarantee coverage ratio	3.0
Minimum collateral coverage ratio.	2.1
Debt to capitalization ratio	0.60
Minimum liquidity	$ 500
Additional liquidity required	200
Cross default trigger under credit facility	125
Commitment fee percentage at period end			0.875%
Credit facility amount outstanding			$ 0
Letters of credit issued and outstanding			7
Credit facility available borrowing capacity			$ 767,000
Five-Year Revolving Credit Facility \| June 2022
Debt
Borrowing capacity, maximum	774
Five-Year Revolving Credit Facility \| June 2023
Debt
Borrowing capacity, maximum	$ 600
Five-Year Revolving Credit Facility \| Term SOFR
Debt
Spread on variable rate basis (as a percent)	0.10%		3.375%
4.50% Shipyard Loan due June 2027
Debt
Aggregate principal amount outstanding			$ 349
Credit facility amount outstanding			$ 0
Debt instrument face value		349
Aggregate cash payment to acquire property		46
Non-cash capital addition		$ 300
Debt instrument interest rate stated percentage			4.50%		4.50%
4.50% Shipyard Loan due June 2027 \| Discount rate
Debt
Debt fair value measurement input		9.4

Debt (Exchange and Issue) (Details) shares in Millions, $ in Millions			3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Feb. 26, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($)
Debt
Issuance of debt in exchange transactions				$ 112.0	$ 294.0
Number of warrants issued to subscribe \| shares	22.2		22.2	22.2
Aggregate cash payment				$ 67.0	62.0
Gains (losses) on restructuring			$ 6.0	$ 6.0
Gains (losses) on restructuring (in dollars per share) \| $ / shares			$ 0.01	$ 0.01
Proceeds from issuance of debt				$ 176.0
Exchanged
Debt
Issuance of debt in exchange transactions				$ 112.0	294.0
Number of warrants issued to subscribe \| shares	5.0		5.0	5.0
Aggregate cash payment					11.0
0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt conversion ratio				0.09729756
Debt conversion (in dollars per share) \| $ / shares	$ 10.28		$ 10.28	$ 10.28
Shares issuable (in shares)				4.7
Effective interest rate (as a percent)	0.50%		0.50%	0.50%
Fair value of debt	$ 48.0		$ 48.0	$ 48.0
Equity component of convertible debt instrument				$ 172.0		$ 172.0
Aggregate cash payment		$ 11.0
Original debt in exchange		323.0
Gains (losses) on restructuring					$ 51.0
Gains (losses) on restructuring (in dollars per share) \| $ / shares					$ 0.08
0.50% Exchangeable Senior Bonds due January 2023 \| 2022 Private Exchange
Debt
Issuance of debt in exchange transactions	$ 73.0
0.50% Exchangeable Senior Bonds due January 2023 \| Exchanged
Debt
Number of warrants issued to subscribe \| shares	6.7		6.7	6.7
Original debt in exchange	$ 73.0
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
Debt
Debt conversion ratio				0.19047620
Debt conversion (in dollars per share) \| $ / shares	$ 5.25		$ 5.25	$ 5.25
Shares issuable (in shares)				56.0
Effective interest rate (as a percent)	6.90%		6.90%	6.90%
Fair value of debt	$ 265.0		$ 265.0	$ 265.0
Equity component of convertible debt instrument		260.0
Issuance of debt in exchange transactions		$ 294.0
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Debt
Debt conversion ratio				0.16216260
Debt conversion (in dollars per share) \| $ / shares	$ 6.17		$ 6.17	$ 6.17
Shares issuable (in shares)				38.6
Effective interest rate (as a percent)	0.00%		0.00%	0.00%
Fair value of debt	$ 181.0		$ 181.0	$ 181.0
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Debt
Debt conversion ratio				0.29066180
Debt conversion (in dollars per share) \| $ / shares	$ 3.44		$ 3.44	$ 3.44
Shares issuable (in shares)				87.2
Effective interest rate (as a percent)	18.10%		18.10%	18.10%
Fair value of debt	$ 281.0		$ 281.0	$ 281.0
Debt instrument face value	300.0		300.0	300.0
Proceeds from issuance of debt	188.0
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 \| 2022 Private Exchange
Debt
Debt instrument face value	$ 188.0		$ 188.0	$ 188.0
Number of warrants issued to subscribe \| shares	15.5		15.5	15.5
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 \| Exchanged
Debt
Equity component of convertible debt instrument	$ 281.0
7.25% Senior Notes due November 2025 \| Exchanged
Debt
Issuance of debt in exchange transactions	39.0
Original debt in exchange	$ 43.0

Debt (Settled) (Details) - USD ($) shares in Millions, $ in Millions			1 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2022	Feb. 26, 2021	Jan. 31, 2023	Oct. 31, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Debt
Aggregate principal amount of debt retired						$ 184	$ 374
Aggregate cash payment						67	62
Aggregate principal amount of debt issued in exchanges						$ 112	294
Aggregate fair value of warrants issued in exchanges	22.2				22.2	22.2
Aggregate net gain					$ 7	$ 7	51
Repayments of debt						453	423
5.52% Senior Secured Notes due May 2022
Debt
Aggregate principal amount of debt retired						18
3.80% Senior Notes due October 2022
Debt
Aggregate principal amount of debt retired						27
0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						91	323
Aggregate cash payment		$ 11
5.375% Senior Secured Notes due May 2023
Debt
Aggregate principal amount of debt retired							10
Redemption deadline				90 days
Redemption proportion of principal				50.00%
Redemption price of debt instrument (as a percent)				100.00%
5.375% Senior Secured Notes due May 2023 \| Forecast
Debt
Aggregate cash payment			$ 121
5.875% Senior Secured Notes due January 2024
Debt
Aggregate principal amount of debt retired							41
7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						48
Repaid
Debt
Aggregate principal amount of debt retired						18
Aggregate cash payment						18
Repaid \| 5.52% Senior Secured Notes due May 2022
Debt
Aggregate principal amount of debt retired						18
Redeemed
Debt
Aggregate principal amount of debt retired						50
Aggregate cash payment						49
Aggregate net gain					$ 1	1
Redeemed \| 3.80% Senior Notes due October 2022
Debt
Aggregate principal amount of debt retired						27
Redeemed \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						18
Redeemed \| 7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						5
Repurchased
Debt
Aggregate principal amount of debt retired							51
Aggregate cash payment							51
Repurchased \| 5.375% Senior Secured Notes due May 2023
Debt
Aggregate principal amount of debt retired							10
Repurchased \| 5.875% Senior Secured Notes due January 2024
Debt
Aggregate principal amount of debt retired							41
Exchanged
Debt
Aggregate principal amount of debt retired						116	323
Aggregate cash payment							11
Aggregate principal amount of debt issued in exchanges						$ 112	294
Aggregate fair value of warrants issued in exchanges	5.0				5.0	5.0
Aggregate net gain					$ 6	$ 6	51
Exchanged \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						$ 73	$ 323
Aggregate fair value of warrants issued in exchanges	6.7				6.7	6.7
Exchanged \| 7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						$ 43
Aggregate principal amount of debt issued in exchanges	$ 39

Income Taxes (Provision) (Details) R$ in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 BRL (R$)	Sep. 30, 2021 USD ($)
Effective tax rate			(9.60%)	(9.60%)	(3.20%)
Income tax expense (benefit)	$ (5)	$ 27	$ 24		$ 10
Various discrete tax items expense (benefit)			$ (14)		$ (25)
Annual effective tax rate excluding discrete items (as a percent)			(14.90%)	(14.90%)	(11.20%)
Brazil \| Corporate income tax
Net adjustments of additional taxes, including interest and penalties			$ 122	R$ 660
Brazil \| Indirect tax
Net adjustments of additional taxes, including interest and penalties			$ 21	R$ 115

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings per share
Net loss attributable to controlling interest	$ (28)	$ (130)	$ (271)	$ (332)
Weighted-average shares for per share calculation, basic (in shares)	714.0	653.0	690.0	630.0
Weighted-average shares for per share calculation, diluted (in shares)	714.0	653.0	690.0	630.0
Loss per share, basic (in dollars per share)	$ (0.04)	$ (0.20)	$ (0.39)	$ (0.53)
Loss per share, diluted (in dollars per share)	$ (0.04)	$ (0.20)	$ (0.39)	$ (0.53)
Convertible debt
Earnings per share
Securities excluded from earnings per share calculation (in shares)	109.0	108.1	108.4	103.1
Share-based awards
Earnings per share
Securities excluded from earnings per share calculation (in shares)	15.8	13.0	14.7	12.3
Warrant
Earnings per share
Securities excluded from earnings per share calculation (in shares)	0.2		0.1

Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions			3 Months Ended		9 Months Ended
	Aug. 05, 2022	Jun. 14, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Equity
Proceeds from issuance of shares, net of issue costs					$ 264.0	$ 141.0
ATM Program
Equity
Maximum value shares to be issued	$ 435.0	$ 400.0
Proceeds from issuance of shares, net of issue costs			$ 58.0	$ 75.0	$ 264.0	$ 141.0
Issuance of shares (in shares)			16.2	16.5	61.0	31.7

Equity (Warrants) (Details) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares
Warrants
Number of warrants issued to subscribe \| shares	22.2	22.2	22.2
Exercise price	$ 3.71	$ 3.71	$ 3.71
Stock price trigger	$ 10.00
Estimated fair value \| $	$ 17	$ 17	$ 17
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Warrants
Debt instrument interest rate stated percentage	4.625%	4.625%	4.625%

Financial Instruments (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Financial instruments
Long-term loans receivable from unconsolidated affiliates	$ 38	$ 36
Long-term debt, including current maturities	7,201	7,170
Carrying amount
Financial instruments
Cash and cash equivalents	954	976
Restricted cash and cash equivalents	387	436
Long-term loans receivable from unconsolidated affiliates	38	36
Long-term debt, including current maturities	7,201	7,170
Fair value
Financial instruments
Cash and cash equivalents	954	976
Restricted cash and cash equivalents	387	436
Long-term loans receivable from unconsolidated affiliates	37	33
Long-term debt, including current maturities	$ 5,515	$ 5,661