0001451505-24-000015 | 10-K | XBRL Viewer

Income Taxes (Expense) (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Expense) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Effective tax rate	(1.40%)	(10.40%)	(25.70%)
Components of provision (benefit) for income taxes
Current tax expense (benefit)	$ (5)	$ 13	$ (7)
Deferred tax expense	18	46	128
Income tax expense	$ 13	$ 59	$ 121

- Definition

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

+ References + Details

Long-Lived Assets - Disaggregation (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 17,427	$ 17,962
U.S.
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	7,472	6,514
Greece
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	2,652	3,022
Norway
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	2,103	3,255
Other countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 5,200	$ 5,171

Unconsolidated Affiliates	12 Months Ended
Dec. 31, 2023
Unconsolidated Affiliates
Unconsolidated Affiliates	Note 4—Unconsolidated Affiliates Equity investments Overview—At December 31, 2023, we hold equity investments in certain unconsolidated companies, including (a) our 16 percent ownership interest in Global Sea Mineral Resources NV (together with its subsidiaries, “GSR”), a Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market, (b) our 33 percent ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), a Cayman Islands company that owns the harsh environment floater Transocean Norge, (c) our 19 percent ownership interest in Ocean Minerals LLC (together with its subsidiaries, “Ocean Minerals”), the parent company of Moana Minerals Ltd., a Cook Islands subsea resource development company that intends to explore and collect polymetallic nodules, (d) our 22 percent ownership interest in Nauticus Robotics, Inc., a publicly traded company that develops highly sophisticated, ultra-sustainable marine robots and intelligent software to power them, and (e) our ownership interests in other companies involved in researching and developing technology to improve efficiency, reliability, sustainability and safety for drilling and other activities. In the years ended December 31, 2023, 2022 and 2021, we recognized a net loss of $14 million, $24 million and $10 million, respectively, recorded in other income and expense, associated with equity in losses of our equity investments. At December 31, 2023 and 2022, the aggregate carrying amount of our equity investments was $216 million and $113 million, respectively, recorded in other assets. Contributions—In February 2023, we made a cash contribution of $10 million and a non-cash contribution of the ultra-deepwater floater Ocean Rig Olympia, which had been cold stacked, and related assets, with an estimated fair value of $85 million (see Note 7—Long-Lived Assets), in exchange for an equity ownership interest in GSR. We estimated the fair value of the rig using projected discounted cash flows, and our estimate required us to use significant unobservable inputs, representative of Level 3 fair value measurements, including assumptions related to the future performance of the rig, projected demand for its services, rig availability and dayrates. In the year ended December 31, 2022, we made an aggregate cash contribution of $42 million for partial equity ownerships in various companies, including among others, our initial investments in Liquila Ventures Ltd. (together with its subsidiaries, “Liquila”) and Ocean Minerals. Impairments—In the years ended December 31, 2023 and 2021, we recognized a loss of $5 million and $37 million, respectively, which had no tax effect, recorded in other, net, associated with the impairment of certain equity investments upon determination that the carrying amount exceeded the estimated fair value and that the impairment was other than temporary. For the impairment in the year ended December 31, 2021, we estimated the fair value of our investment by applying the income method using significant unobservable inputs, representative of Level 3 fair value measurements, including an assumed discount rate of 12 percent and assumptions about the future performance of the investment, such as future demand and supply for harsh environment floaters, rig utilization, revenue efficiency and dayrates. Related party transactions Operating activities—We engage in certain related party transactions with our unconsolidated affiliates. Our most significant transactions with our unconsolidated affiliates are under agreements with Orion as follows: (a) we operate, stack and maintain Transocean Norge under a management services agreement, (b) we market Transocean Norge under a marketing services agreement and (c) during operations, we lease Transocean Norge under a bareboat charter agreement. Additionally, we procure and provide services and equipment from and to other unconsolidated affiliates for technological innovation and subsea minerals exploration. In the years ended December 31, 2023, 2022 and 2021, we incurred costs of approximately $55 million, $54 million and $24 million, respectively, for Transocean Norge, primarily for contract preparation and upgrade shipyard costs, which are reimbursable from Orion, the owner of the rig. In the years ended December 31, 2023, 2022 and 2021, we received an aggregate cash payment of $49 million, $40 million and $16 million, respectively, for services and equipment provided to Orion. Additionally, in the year ended December 31, 2023, we and Orion agreed to the non-cash net settlement of a balance of $25 million of accounts receivable and payable. In the years ended December 31, 2023, 2022 and 2021, we recognized rent expense of $26 million, $11 million and $12 million, respectively, recorded in operating and maintenance costs, and made an aggregate cash payment of $27 million, $10 million and $15 million, respectively, to charter the rig and rent other equipment from Orion. In the years ended December 31, 2023, 2022 and 2021, we made an aggregate cash payment of $12 million, $7 million and $6 million, respectively, to other unconsolidated affiliates for research and development and for equipment to reduce emissions and improve reliability. At December 31, 2023 and 2022, our accounts receivable from affiliates was $14 million and $32 million, respectively, recorded in other current assets, and our accounts payable to affiliates was $4 million and $2 million, respectively, recorded in accounts payable. Acquisition—In November 2022, we and Perestroika AS (together with its subsidiaries, “Perestroika”), an entity affiliated with one of our directors that beneficially owns approximately 11 percent of our shares, each made a cash contribution of $15 million and $10 million, respectively, to Liquila, a previously unconsolidated variable interest entity, that is constructing the ultra-deepwater floater Deepwater Aquila. Together with a contribution from the holder of the remaining 67 percent ownership interest, these contributions were used to make the initial payment to the shipyard to acquire the newbuild drillship for a purchase price of approximately $200 million. At December 31, 2022, the aggregate carrying amount of our investment in Liquila was $15 million, recorded in other assets. On September 15, 2023, we issued 11.9 million Transocean Ltd. shares with an aggregate value of $99 million, which included 2.0 million Transocean Ltd. shares with an aggregate value of $16.4 million issued to Perestroika, to acquire the outstanding ownership interests in Liquila, and as a result, Liquila became our wholly owned subsidiary. See Note 7—Long Lived Assets and Note 14—Equity. Debt investments—We occasionally invest in debt instruments of our unconsolidated affiliates. In June 2021, we made a cash investment of $33 million in a $100 million financing arrangement for Orion to refinance its shipyard loans. Borrowings under the financing arrangement were secured by Transocean Norge, and outstanding borrowings incurred interest at the London Interbank Offered Rate plus a margin of 6.50 percent per annum. At December 31, 2022, the aggregate carrying amount of our investment in the financing arrangement was $37 million, recorded in other assets. In September 2023, we agreed to exchange the borrowings under the financing arrangement for an additional equity investment in Orion, and Orion subsequently entered into a new credit facility with another lender. At December 31, 2023 and 2022, the aggregate principal amount due to us under the various financing arrangements with our unconsolidated affiliates was $6 million and $41 million, respectively, recorded in other assets.

Unconsolidated Affiliates

12 Months Ended

Dec. 31, 2023

Unconsolidated Affiliates

Unconsolidated Affiliates

Note 4—Unconsolidated Affiliates

Equity investments

Overview—At December 31, 2023, we hold equity investments in certain unconsolidated companies, including (a) our 16 percent ownership interest in Global Sea Mineral Resources NV (together with its subsidiaries, “GSR”), a Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market, (b) our 33 percent ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), a Cayman Islands company that owns the harsh environment floater Transocean Norge, (c) our 19 percent ownership interest in Ocean Minerals LLC (together with its subsidiaries, “Ocean Minerals”), the parent company of Moana Minerals Ltd., a Cook Islands subsea resource development company that intends to explore and collect polymetallic nodules, (d) our 22 percent ownership interest in Nauticus Robotics, Inc., a publicly traded company that develops highly sophisticated, ultra-sustainable marine robots and intelligent software to power them, and (e) our ownership interests in other companies involved in researching and developing technology to improve efficiency, reliability, sustainability and safety for drilling and other activities.

In the years ended December 31, 2023, 2022 and 2021, we recognized a net loss of $14 million, $24 million and $10 million, respectively, recorded in other income and expense, associated with equity in losses of our equity investments. At December 31, 2023 and 2022, the aggregate carrying amount of our equity investments was $216 million and $113 million, respectively, recorded in other assets.

Contributions—In February 2023, we made a cash contribution of $10 million and a non-cash contribution of the ultra-deepwater floater Ocean Rig Olympia, which had been cold stacked, and related assets, with an estimated fair value of $85 million (see Note 7—Long-Lived Assets), in exchange for an equity ownership interest in GSR. We estimated the fair value of the rig using projected discounted cash flows, and our estimate required us to use significant unobservable inputs, representative of Level 3 fair value measurements, including assumptions related to the future performance of the rig, projected demand for its services, rig availability and dayrates. In the year ended December 31, 2022, we made an aggregate cash contribution of $42 million for partial equity ownerships in various companies, including among others, our initial investments in Liquila Ventures Ltd. (together with its subsidiaries, “Liquila”) and Ocean Minerals.

Impairments—In the years ended December 31, 2023 and 2021, we recognized a loss of $5 million and $37 million, respectively, which had no tax effect, recorded in other, net, associated with the impairment of certain equity investments upon determination that the carrying amount exceeded the estimated fair value and that the impairment was other than temporary. For the impairment in the year ended December 31, 2021, we estimated the fair value of our investment by applying the income method using significant unobservable inputs, representative of Level 3 fair value measurements, including an assumed discount rate of 12 percent and assumptions about the future performance of the investment, such as future demand and supply for harsh environment floaters, rig utilization, revenue efficiency and dayrates.

Related party transactions

Operating activities—We engage in certain related party transactions with our unconsolidated affiliates. Our most significant transactions with our unconsolidated affiliates are under agreements with Orion as follows: (a) we operate, stack and maintain Transocean Norge under a management services agreement, (b) we market Transocean Norge under a marketing services agreement and (c) during operations, we lease Transocean Norge under a bareboat charter agreement. Additionally, we procure and provide services and equipment from and to other unconsolidated affiliates for technological innovation and subsea minerals exploration.

In the years ended December 31, 2023, 2022 and 2021, we incurred costs of approximately $55 million, $54 million and $24 million, respectively, for Transocean Norge, primarily for contract preparation and upgrade shipyard costs, which are reimbursable from Orion, the owner of the rig. In the years ended December 31, 2023, 2022 and 2021, we received an aggregate cash payment of $49 million, $40 million and $16 million, respectively, for services and equipment provided to Orion. Additionally, in the year ended December 31, 2023, we and Orion agreed to the non-cash net settlement of a balance of $25 million of accounts receivable and payable. In the years ended December 31, 2023, 2022 and 2021, we recognized rent expense of $26 million, $11 million and $12 million, respectively, recorded in

operating and maintenance costs, and made an aggregate cash payment of $27 million, $10 million and $15 million, respectively, to charter the rig and rent other equipment from Orion.

In the years ended December 31, 2023, 2022 and 2021, we made an aggregate cash payment of $12 million, $7 million and $6 million, respectively, to other unconsolidated affiliates for research and development and for equipment to reduce emissions and improve reliability. At December 31, 2023 and 2022, our accounts receivable from affiliates was $14 million and $32 million, respectively, recorded in other current assets, and our accounts payable to affiliates was $4 million and $2 million, respectively, recorded in accounts payable.

Acquisition—In November 2022, we and Perestroika AS (together with its subsidiaries, “Perestroika”), an entity affiliated with one of our directors that beneficially owns approximately 11 percent of our shares, each made a cash contribution of $15 million and $10 million, respectively, to Liquila, a previously unconsolidated variable interest entity, that is constructing the ultra-deepwater floater Deepwater Aquila. Together with a contribution from the holder of the remaining 67 percent ownership interest, these contributions were used to make the initial payment to the shipyard to acquire the newbuild drillship for a purchase price of approximately $200 million. At December 31, 2022, the aggregate carrying amount of our investment in Liquila was $15 million, recorded in other assets. On September 15, 2023, we issued 11.9 million Transocean Ltd. shares with an aggregate value of $99 million, which included 2.0 million Transocean Ltd. shares with an aggregate value of $16.4 million issued to Perestroika, to acquire the outstanding ownership interests in Liquila, and as a result, Liquila became our wholly owned subsidiary. See Note 7—Long Lived Assets and Note 14—Equity.

Debt investments—We occasionally invest in debt instruments of our unconsolidated affiliates. In June 2021, we made a cash investment of $33 million in a $100 million financing arrangement for Orion to refinance its shipyard loans. Borrowings under the financing arrangement were secured by Transocean Norge, and outstanding borrowings incurred interest at the London Interbank Offered Rate plus a margin of 6.50 percent per annum. At December 31, 2022, the aggregate carrying amount of our investment in the financing arrangement was $37 million, recorded in other assets. In September 2023, we agreed to exchange the borrowings under the financing arrangement for an additional equity investment in Orion, and Orion subsequently entered into a new credit facility with another lender. At December 31, 2023 and 2022, the aggregate principal amount due to us under the various financing arrangements with our unconsolidated affiliates was $6 million and $41 million, respectively, recorded in other assets.

Revenues (Changes) (Details) - USD ($) $ in Millions	12 Months Ended
Revenues (Changes) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Changes to contract liabilities
Total contract liabilities, at beginning of period	$ 328	$ 348
Decrease due to recognition of revenues for goods and services	(189)	(119)
Increase due to goods and services transferred over time	259	99
Total contract liabilities, at end of period	$ 398	$ 328

Financial Instruments (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Carrying amount
Financial instruments
Cash and cash equivalents	$ 762	$ 683
Restricted cash and cash equivalents	233	308
Long-term loans receivable from unconsolidated affiliates	6	41
Total debt	7,413	7,347
Fair value
Financial instruments
Cash and cash equivalents	762	683
Restricted cash and cash equivalents	233	308
Long-term loans receivable from unconsolidated affiliates	6	43
Total debt	$ 7,308	$ 6,412

Contract Intangible Assets (Roll forward) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Gross carrying amount
Beginning Balance, Gross	$ 907	$ 907
Amortization	(52)	(117)	$ (220)
Ending Balance, Gross	907	907	907
Accumulated amortization
Beginning Balance, amortization	(851)	(734)
Amortization	(52)	(117)	(220)
Ending Balance, amortization	(903)	(851)	(734)
Net carrying amount
Beginning Balance, Net	56	173
Amortization	(52)	(117)	(220)
Ending Balance, Net	$ 4	$ 56	$ 173

Share-Based Compensation (Details) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Share Based Compensation
Shares authorized under the plan	115.7
Shares available for grant under the plan	31.2
Total unrecognized compensation costs related to all unvested share based awards \| $	$ 42
Weighted average period over compensation costs are expected to be recognized	1 year 8 months 19 days
Service awards
Share Based Compensation
Vesting period	3 years
General term of awards after they are vested	7 years
Performance awards
Share Based Compensation
Measurement period	3 years

Insider Trading Arrangements - Keelan Adamson	3 Months Ended
Insider Trading Arrangements - Keelan Adamson	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On December 19, 2023, Keelan Adamson, President and Chief Operating Officer of the Company, adopted a Rule 10b5-1 trading arrangement (as such term is defined under Item 408(a) of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 211,308 shares of Transocean Ltd. (the “Plan”). Sales may not commence under the Plan until March 26, 2024 at the earliest and, for certain of the shares, only at specified market prices. Unless earlier terminated in accordance with the terms and conditions of the Plan, the Plan expires on December 19, 2024
Name	Keelan Adamson
Title	President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 19, 2023
Aggregate Available	211,308

Postemployment Benefit Plans (Costs) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) plan	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Net periodic benefit costs, before tax
Interest cost	$ 74	$ 56	$ 53
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Expected return on plan assets	$ (95)	$ (72)	(79)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Settlements and curtailments			(2)
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement and Curtailment Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Actuarial loss, net	$ 2	$ 5	12
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Prior service gain, net	$ (2)	$ (2)	(2)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Net periodic benefit costs (income)	$ (21)	$ (13)	$ (18)
U.S.
Weighted-average assumptions
Discount rate (as a percent)	5.06%	2.92%	2.60%
Expected rate of return (as a percent)	6.41%	4.81%	5.51%
U.S. \| Funded Plan
Postemployment Benefit Plans
Number of benefit plans \| plan	3
U.S. \| Unfunded Plan
Postemployment Benefit Plans
Number of benefit plans \| plan	3
U.K.
Weighted-average assumptions
Discount rate (as a percent)	4.80%	1.90%	1.50%
Expected rate of return (as a percent)	5.00%	2.00%	3.20%
U.K. \| Funded Plan
Postemployment Benefit Plans
Number of benefit plans \| plan	1
Transocean Plans \| U.S.
Net periodic benefit costs, before tax
Interest cost	$ 65	$ 50	$ 47
Expected return on plan assets	(84)	(65)	(66)
Actuarial loss, net		5	11
Net periodic benefit costs (income)	(19)	(10)	(8)
Transocean Plans \| Non-U.S. Plans
Net periodic benefit costs, before tax
Interest cost		6	6
Expected return on plan assets		(7)	(13)
Settlements and curtailments			(2)
Actuarial loss, net			1
Net periodic benefit costs (income)		$ (1)	$ (8)
Transocean Plans \| U.K.
Net periodic benefit costs, before tax
Interest cost	9
Expected return on plan assets	(11)
Actuarial loss, net	$ 2
OPEB Plans
Weighted-average assumptions
Discount rate (as a percent)	4.92%	1.83%	1.21%
Net periodic benefit costs, before tax
Prior service gain, net	$ (2)	$ (2)	$ (2)
Net periodic benefit costs (income)	$ (2)	$ (2)	$ (2)

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Note 17—Supplemental Cash Flow Information

The reconciling adjustments of our net cash provided by operating activities that were attributable to the net change in other operating assets and liabilities were as follows (in millions):


	Years ended December 31,
	2023		2022		2021
Changes in other operating assets and liabilities
(Increase) decrease in accounts receivable	$	(99)	$	(15)	$	137
Increase in other assets		(98)		(12)		(13)
Increase (decrease) in accounts payable and other current liabilities		135		8		(52)
Decrease in other long-term liabilities		(7)		(2)		(3)
Change in income taxes receivable / payable, net		(36)		(42)		(17)
Change in receivables from / payables to affiliates, net		(8)		(12)		(15)
	$	(113)	$	(75)	$	37

Additional cash flow information was as follows (in millions):


		Years ended December 31,
		2023		2022		2021
Certain cash operating activities
Cash payments for interest		$	408	$	355	$	429
Cash payments for income taxes			41		66		57

Non-cash investing and financing activities
Capital additions accrued at end of period	(a)	$	36	$	31	$	28
Capital additions acquired in exchange for debt	(b)		—		382		—
Acquisition of outstanding ownership interests in exchange for shares	(c)		99		—		—
Debt investment exchanged for equity ownership interests	(d)		37		—		—
Finance lease installments settled with credits issued to customer	(e)		44		41		—
Shares issued in exchanges of exchangeable bonds	(f)		434		—		—
Debt and warrants issued in exchange transactions	(g)		—		110		260

(a)

Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 7—Long-Lived Assets.

(b)

In the year ended December 31, 2022, we borrowed an aggregate principal amount of $439 million under the Shipyard Loans to satisfy a portion of the final milestone payments due upon delivery of Deepwater Atlas and Deepwater Titan and recorded the initial carrying amount, net of imputed interest, with a corresponding entry to construction in progress, recorded in property and equipment. See Note 7—Long-Lived Assets and Note 9—Debt.

(c)

In September 2023, we issued 11.9 million Transocean Ltd. shares to acquire the outstanding ownership interests in Liquila. See Note 4—Unconsolidated Affiliates, Note 7—Long-Lived Assets and Note 14—Equity.

(d)

In September 2023, we agreed to exchange borrowings due to us under a financing arrangement with Orion for additional equity ownership interests in Orion. See Note 4—Unconsolidated Affiliates.

(e)

In the years ended December 31, 2023 and 2022, we agreed to settle installments due to the lessor under our finance lease by issuing corresponding credits to our customer for amounts due to us under the drilling contract. See Note 8—Leases.

(f)

In the year ended December 31, 2023, we issued 65.1 million Transocean Ltd. shares to certain holders that elected to exchange the 2.50% Senior Guaranteed Exchangeable Bonds, the 4.00% Senior Guaranteed Exchangeable Bonds and the 4.625% Senior Guaranteed Exchangeable Bonds. See Note 9—Debt and Note 14—Equity.

(g)

In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued $112 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds with an estimated fair value of $105 million and 6.7 million warrants to purchase Transocean Ltd. shares with an estimated fair value of $5 million. In the year ended December 31, 2021, in connection with the 2021 Private Exchange, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds with an estimated fair value of $260 million. See Note 9—Debt and Note 14—Equity.

Leases (Maturity) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Operating lease maturity
2024	$ 19
2025	19
2026	18
2027	15
2028	13
Thereafter	89
Total future minimum rental payment	173
Less amount representing imputed interest	(53)
Present value of future minimum rental payments under operating leases	120
Current portion, recorded in other current liabilities	12	$ 7
Long-term lease liabilities, recorded in other long-term liabilities	108	100
Finance lease maturity
2024	65
2025	70
2026	71
2027	70
2028	71
Thereafter	47
Total future minimum rental payment	394
Less amount representing imputed interest	(75)
Present value of future minimum rental payments under finance leases	319
Current portion, recorded in other current liabilities	43	40
Long-term lease liabilities, recorded in other long-term liabilities	$ 276	$ 323

Postemployment Benefit Plans (DefCont) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Postemployment Benefit Plans
Contribution expense	$ 58	$ 61	$ 52

Pay vs Performance Disclosure - USD ($) $ in Millions	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (954)	$ (621)	$ (592)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
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+ Details

Long-Lived Assets (Acquisition and Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Jun. 30, 2023
Acquisition and Disposals
Cash and cash equivalents	$ 762.0	$ 683.0
Accounts payable	323.0	281.0
Gain (loss) on the sale of assets	(183.0)	(10.0)	$ (62.0)
Proceeds from disposal of assets, net	10.0	7.0	9.0
Assets sold, not discontinued operations \| Rig sales
Acquisition and Disposals
Gain (loss) on the sale of assets	$ (169.0)		$ (57.0)
Gain (loss) on the sale of assets per diluted share	$ (0.22)		$ (0.09)
Gain (loss) on disposal of assets, tax effect	$ 0.0		$ 0.0
Proceeds from disposal of assets, net			4.0
Assets sold, not discontinued operations \| Other property and equipment
Acquisition and Disposals
Gain (loss) on the sale of assets	(14.0)	(10.0)	(5.0)
Proceeds from disposal of assets, net	4.0	$ 7.0	$ 5.0
Assets held for sale
Acquisition and Disposals
Assets held for sale	$ 49.0				$ 49.0
Liquila
Acquisition and Disposals
Construction work in progress				$ 126.0
Cash and cash equivalents				7.0
Accounts payable				$ 19.0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating revenues
Contract drilling revenues	$ 2,832	$ 2,575	$ 2,556
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Costs and expenses
Operating and maintenance	$ 1,986	$ 1,679	$ 1,697
Cost, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Depreciation and amortization	$ 744	$ 735	$ 742
General and administrative	187	182	167
Total costs and expenses	2,917	2,596	2,606
Loss on impairment of assets	(57)
Loss on disposal of assets, net	(183)	(10)	(62)
Operating loss	(325)	(31)	(112)
Other income (expense), net
Interest income	52	27	15
Interest expense, net of amounts capitalized	(646)	(561)	(447)
Gain (loss) on retirement of debt	(31)	8	51
Other, net	9	(5)	23
Total other income (expense), net	(616)	(531)	(358)
Loss before income tax expense	(941)	(562)	(470)
Income tax expense	13	59	121
Net loss	(954)	(621)	(591)
Net income attributable to noncontrolling interest			1
Net loss attributable to controlling interest	$ (954)	$ (621)	$ (592)
Loss per share, basic (in dollars per share)	$ (1.24)	$ (0.89)	$ (0.93)
Loss per share, diluted (in dollars per share)	$ (1.24)	$ (0.89)	$ (0.93)
Weighted-average shares, basic (in shares)	768	699	637
Weighted-average shares, diluted (in shares)	768	699	637

Debt (Maturities) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Scheduled maturities of debt
Total installments	$ 7,413	$ 7,347
Total Installments
Scheduled maturities of debt
2024	391
2025	1,140
2026	1,182
2027	1,936
2028	664
Thereafter	1,970
Total installments	7,283
Total unamortized debt-related balances, net	(220)
Bifurcated compound exchange feature, at estimated fair value	350
Total carrying amount of debt	7,413
Principal installments
Scheduled maturities of debt
2024	320
2025	1,068
2026	1,110
2027	1,900
2028	664
Thereafter	1,970
Total installments	7,032	$ 6,963
Other installments
Scheduled maturities of debt
2024	71
2025	72
2026	72
2027	36
Total installments	$ 251

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Financial Instruments

Carrying amounts and fair values of the financial instruments

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


	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	762	$	762	$	683	$	683
Restricted cash and cash equivalents		233		233		308		308
Long-term loans receivable from unconsolidated affiliates		6		6		41		43
Total debt		7,413		7,308		7,347		6,412

Equity (Warrants) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		12 Months Ended
	Sep. 30, 2022	Dec. 31, 2022
Equity
Number of warrants issued to subscribe	22.2
Exercise price	$ 3.71
Stock price trigger	$ 10.00
Estimated fair value	$ 16	$ 16

Leases (Operating leases) (Details)	Dec. 31, 2023
Leases
Weighted average discount rate, operating leases (as a percent)	6.70%
Weighted-average remaining lease term, operating leases	10 years 8 months 12 days

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Schedule of aggregate future payments required under purchase obligations


			Service
	Purchase		agreement
	obligations		obligations
Years ending December 31,
2024	$	19	$	131
2025		2		145
2026		—		149
2027		—		121
2028		—		73
Thereafter		—		109
Total	$	21	$	728

Revenues (Pre-operating) (Details) - USD ($) $ in Millions	12 Months Ended
Revenues (Pre-operating) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues
Recognized pre-operating costs	$ 69	$ 47	$ 48
Unrecognized pre-operating costs	$ 221	$ 26

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (954)	$ (621)	$ (591)
Adjustments to reconcile to net cash provided by operating activities:
Amortization of contract intangible asset	52	117	220
Depreciation and amortization	744	735	742
Share-based compensation expense	40	29	28
Loss on impairment of assets	57
Loss on impairment of investment in unconsolidated affiliates	5		37
Loss on disposal of assets, net	183	10	62
Fair value adjustment to bifurcated compound exchange feature	127	157
Amortization of debt-related balances, net	51	33	25
(Gain) loss on retirement of debt	31	(8)	(51)
Deferred income tax expense	18	46	128
Other, net	43	44	52
Changes in deferred revenues, net	70	(20)	(108)
Changes in deferred costs, net	(190)	1	(6)
Changes in other operating assets and liabilities, net	(113)	(75)	37
Net cash provided by operating activities	164	448	575
Cash flows from investing activities
Capital expenditures	(427)	(717)	(208)
Investments in equity of unconsolidated affiliates	(10)	(42)	(1)
Investment in loans to unconsolidated affiliates	(3)	(5)	(33)
Proceeds from disposal of assets, net	10	7	9
Cash acquired in acquisition of unconsolidated affiliate	7
Net cash used in investing activities	(423)	(757)	(233)
Cash flows from financing activities
Repayments of debt	(1,717)	(554)	(606)
Proceeds from issuance of debt, net of issue costs	1,983	175
Proceeds from issuance of shares, net of issue costs		263	158
Proceeds from issuance of warrants, net of issue costs		12
Other, net	(3)	(8)	(42)
Net cash provided by (used in) financing activities	263	(112)	(490)
Net increase (decrease) in unrestricted and restricted cash and cash equivalents	4	(421)	(148)
Unrestricted and restricted cash and cash equivalents, beginning of period	991	1,412	1,560
Unrestricted and restricted cash and cash equivalents, end of period	$ 995	$ 991	$ 1,412

Revenues (Customers) (Details) - Revenue - Customer	12 Months Ended
Revenues (Customers) (Details) - Revenue - Customer	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Shell
Concentration Risk
Percentage of concentration	27.00%	33.00%	31.00%
Equinor
Concentration Risk
Percentage of concentration	16.00%	25.00%	30.00%
TotalEnergies
Concentration Risk
Percentage of concentration	12.00%
Petrobras
Concentration Risk
Percentage of concentration	11.00%	11.00%

Risk Concentration

12 Months Ended

Dec. 31, 2023

Risk Concentration

Risk Concentration

Note 19—Risk Concentration

Interest rate risk—We are exposed to the interest rate risk related to our fixed-rate debt when we refinance maturing debt with new debt or when we early retire debt in open market repurchases, exchanges or other market transactions. We are also exposed to interest rate risk related to our restricted and unrestricted cash equivalents, as the interest income earned on these investments is based on variable or short-term interest rates, which change with market interest rates.

Equity price risk—We are exposed to equity price risk primarily related to the bifurcated compound exchange feature contained within the 4.625% Senior Guaranteed Exchangeable Bonds. The market price of our shares is the primary driver of the fair value of the exchange feature. An increase to the market price of our shares yields an increase to the carrying amount of the exchange feature, recorded as a component of our debt, and a corresponding increase to interest expense.

Currency exchange rate risk—We are exposed to currency exchange rate risk primarily related to contract drilling revenues, employee compensation costs and purchasing costs that are denominated in currencies other than our functional currency, the U.S. dollar. We use a variety of techniques to minimize the exposure to currency exchange rate risk, including the structuring of customer contract payment terms and occasional use of forward exchange contracts. Our primary tool to manage currency exchange rate risk involves structuring customer contracts to provide for payment in both U.S. dollars and local currency. The payment portion denominated in local currency is based on anticipated local currency requirements over the contract term. Due to various factors, including customer acceptance, local banking laws, national content requirements, other statutory requirements, local currency convertibility, local inflation and revenue efficiency, actual local currency needs may vary from those realized in the customer contracts, resulting in partial exposure to currency exchange rate risk. The currency exchange effect resulting from our international operations generally has not had a material impact on our operating results.

Credit risk—We are exposed to concentrations of credit risk primarily related to our restricted and unrestricted cash and cash equivalents and customer receivables, both current and long-term. We generally maintain our restricted and unrestricted cash and cash equivalents in time deposits at commercial banks with high credit ratings or mutual funds, which invest exclusively in high-quality money market instruments, and because we limit the amount of exposure to any one institution, we do not believe we are exposed to any significant credit risk. Our customer receivables, which are dispersed in various countries, are due from integrated energy companies, government-owned or government-controlled energy companies and other independent energy companies. For such receivables, we establish an allowance for credit losses by applying an expected loss rate based on current and forecasted future and historical experience. Although we have encountered only isolated credit concerns related to independent energy companies, we occasionally require collateral or other security to support customer receivables. In certain infrequent instances, when we determine that collection is not reasonably assured, we may offer extended payment terms and recognize revenues associated with the contract on a cash basis.

Labor agreements—At December 31, 2023, we had a global workforce of approximately 5,800 individuals, including approximately 370 contractors. Approximately 42 percent of our total workforce, working primarily in Norway and Brazil, are represented by, and some of our contracted labor work is subject to, collective bargaining agreements, substantially all of which are subject to annual salary negotiation. Negotiations over annual salary or other labor matters could result in higher personnel or other costs or increased operational restrictions or disruptions. The outcome of any such negotiation generally affects the market for all offshore employees, not only union members. A failure to reach an agreement on certain key issues could result in strikes, lockouts or other work stoppages.

Business

12 Months Ended

Dec. 31, 2023

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 December 31, 2023, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. As of December 31, 2023, we were constructing one ultra-deepwater drillship.

We provide, as our primary business, contract drilling services in a single operating segment, which involves contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells. We specialize in technically demanding regions of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters used in support of offshore drilling activities and offshore support services on a worldwide basis.

We perform contract drilling services by deploying our high-specification fleet in a single, global market that is geographically dispersed in oil and gas exploration and development areas throughout the world. The location of our rigs and the allocation of our resources to build or upgrade rigs are determined by the activities and needs of our customers.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 762	$ 683
Accounts receivable, net	512	485
Materials and supplies, net	426	388
Restricted cash and cash equivalents	233	308
Other current assets	193	144
Total current assets	2,126	2,008
Property and equipment	23,875	24,217
Less accumulated depreciation	(6,934)	(6,748)
Property and equipment, net	16,941	17,469
Contract intangible assets	4	56
Deferred tax assets, net	44	13
Other assets	1,139	890
Total assets	20,254	20,436
Liabilities and equity
Accounts payable	323	281
Accrued income taxes	23	19
Debt due within one year	370	719
Other current liabilities	681	539
Total current liabilities	1,397	1,558
Long-term debt	7,043	6,628
Deferred tax liabilities, net	540	493
Other long-term liabilities	858	965
Total long-term liabilities	8,441	8,086
Commitments and contingencies
Shares, CHF 0.10 par value, 1,021,294,549 authorized, 142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023, and 905,093,509 authorized, 142,362,675 conditionally authorized, 797,244,753 issued and 721,888,427 outstanding at December 31, 2022	81	71
Additional paid-in capital	14,544	13,984
Accumulated deficit	(4,033)	(3,079)
Accumulated other comprehensive loss	(177)	(185)
Total controlling interest shareholders' equity	10,415	10,791
Noncontrolling interest	1	1
Total equity	10,416	10,792
Total liabilities and equity	$ 20,254	$ 20,436

Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions		1 Months Ended				12 Months Ended
	Sep. 15, 2023	Oct. 31, 2023	Sep. 30, 2023	Aug. 31, 2022	Jun. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Equity
Shares issued upon conversion (in shares)		26.5				65.1
Proceeds from issuance of shares, net of issue costs							$ 263	$ 158
ATM Program
Equity
Maximum value shares to be issued				$ 435	$ 400
Proceeds from issuance of shares, net of issue costs							$ 263	$ 158
Issuance of shares (in shares)							61.0	36.1
Liquila
Equity
Newly issued shares in asset acquisition (in shares)	11.9		11.9
Value shares issued in asset acquisition	$ 99		$ 99			$ 99

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
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-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
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+ Details

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenues

Schedule of revenue disaggregation


	Year ended December 31, 2023						Year ended December 31, 2022						Year ended December 31, 2021
	Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh
	deepwater		environment				deepwater		environment				deepwater		environment
	floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total
U.S.	$	1,433	$	—	$	1,433	$	1,135	$	—	$	1,135	$	1,096	$	2	$	1,098
Norway		—		603		603		—		835		835		—		790		790
Brazil		298		—		298		240		—		240		237		—		237
Other countries (a)		341		157		498		333		32		365		387		44		431
Total contract drilling revenues	$	2,072	$	760	$	2,832	$	1,708	$	867	$	2,575	$	1,720	$	836	$	2,556

(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


	December 31,		December 31,
	2023		2022
Deferred contract revenues, recorded in other current liabilities	$	165	$	124
Deferred contract revenues, recorded in other long-term liabilities		233		204
Total contract liabilities	$	398	$	328

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


	Years ended
	December 31,
	2023		2022
Total contract liabilities, beginning of period	$	328	$	348
Decrease due to recognition of revenues for goods and services		(189)		(119)
Increase due to goods and services transferred over time		259		99
Total contract liabilities, end of period	$	398	$	328

Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Significant Accounting Policies

Significant Accounting Policies

Note 2—Significant Accounting Policies

Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the United States (“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, assets held for sale, 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.

Consolidation—We consolidate entities in which we have a majority voting interest and entities that meet the criteria for variable interest entities for which we are deemed to be the primary beneficiary for accounting purposes. We eliminate intercompany transactions and accounts in consolidation. We apply the equity method of accounting for an equity investment in an unconsolidated entity if we have the ability to exercise significant influence over the entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity criteria, but for which we are not deemed to be the primary beneficiary. We measure other equity investments at fair value if the investment has a fair value that is readily determinable; otherwise, we measure the investment at cost, less any impairment. We separately present within equity on our consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in our consolidated subsidiaries, and we separately present net income attributable to such parties on our consolidated statements of operations. See Note 4—Unconsolidated Affiliates and Note 14—Equity.

Functional currency—We consider the U.S. dollar to be the functional currency for all of our operations since the majority of our revenues and expenditures are denominated in U.S. dollars, which limits our exposure to currency exchange rate fluctuations. We recognize currency exchange rate gains and losses in other, net. In the years ended December 31, 2023, 2022 and 2021, we recognized a net gain of $10 million, a net loss of $8 million and a net loss of $1 million, respectively, related to currency exchange rates.

Revenues and related pre-operating costs—We recognize revenues earned under our drilling contracts based on variable dayrates, which range from a full operating dayrate to lower rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities we perform during the contract on an hourly, or more frequent, basis. Such dayrate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore, is recognized as we perform the services. When the operating dayrate declines over the contract term, we recognize revenues on a straight-line basis over the estimated contract period. We recognize reimbursement revenues and the corresponding costs as we provide the customer-requested goods and services, when such reimbursable costs are incurred while performing drilling operations. Prior to performing drilling operations, we may receive pre-operating revenues, on either a fixed lump-sum or variable dayrate basis, for mobilization, contract preparation, customer-requested goods and services or capital upgrades, for which we record a contract liability and recognize as revenues on a straight-line basis over the estimated contract period. We recognize losses for loss contracts as such losses are incurred. We recognize revenues for demobilization

over the contract period unless otherwise constrained. We recognize revenues from contract terminations as we fulfill our obligations and all contingencies have been resolved. We apply the optional exemption that permits us to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is typically based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services.

To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 5—Revenues.

Income taxes—We provide for income taxes based on expected taxable income, statutory rates and tax laws in the jurisdictions in which we operate or have a taxable presence. We recognize the effect of changes in tax laws as of the date of enactment. We recognize potential global intangible low-taxed income inclusions as a period cost.

We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates.

We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 11—Income Taxes.

Cash and cash equivalents—We consider cash equivalents to include highly liquid debt instruments with original maturities of three months or less, such as time deposits with commercial banks that have high credit ratings, U.S. Treasury and government securities, Eurodollar time deposits, certificates of deposit and commercial paper. We may also invest excess funds in no-load, open-ended, management investment trusts. Such management trusts invest exclusively in high-quality money market instruments.

Restricted cash and cash equivalents—We maintain restricted cash and cash equivalents that are either pledged for debt service under certain bond indentures, as required under certain bank credit arrangements, or held in accounts that are subject to restrictions due to legislation, regulation or court order. We classify such restricted cash and cash equivalents in current assets if the restriction is expected to expire or otherwise be resolved within one year or if such funds are considered to offset liabilities that are properly classified as current liabilities. See Note 9—Debt.

Materials and supplies—We record materials and supplies at their average cost less an allowance for excess items. We estimate the allowance for excess items based on historical experience and expectations for future use of the materials and supplies. At December 31, 2023 and 2022, our allowance for excess items was $198 million and $199 million, respectively.

Property and equipment—We apply judgment to account for our property and equipment, consisting primarily of offshore drilling rigs and related equipment, related to estimates and assumptions for cost capitalization, useful lives and salvage values. We base our estimates and assumptions on historical experience and expectations regarding future industry conditions and operations. At December 31, 2023, the aggregate carrying amount of our property and equipment represented approximately 84 percent of our total assets.

We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values.

The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from three to 30 years and our machinery and equipment range from four to 20 years. We reevaluate the remaining useful lives and salvage values of our rigs when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in operating condition, functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also consider major capital upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability.

Long-lived asset impairment—We review the carrying amounts of long-lived assets, including property and equipment and right-of-use assets, for potential impairment when events occur or circumstances change that indicate that the carrying amount of such assets may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization of the asset group under review. We consider our asset groups to be

ultra-deepwater floaters and harsh environment floaters. When an impairment of one or more of our asset groups is indicated, we measure an impairment as the amount by which the carrying amount of the asset group exceeds its estimated fair value. We measure the fair values of our asset groups by applying a variety of valuation methods, incorporating a combination of income, market and cost approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous market for the assets in an orderly transaction between market participants as of the measurement date. For an asset classified as held for sale, we consider the asset to be impaired to the extent its carrying amount exceeds its estimated fair value less cost to sell. See Note 7—Long-Lived Assets.

Equity investments and impairment—We review our equity-method investments, and other equity investments for which a readily determinable fair value is not available, for potential impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable in the near term. If we determine that an impairment that is other than temporary exists, we recognize an impairment loss, measured as the amount by which the carrying amount of the investment exceeds its estimated fair value. To estimate the fair value of the investment, we apply valuation methods that rely primarily on the income and market approaches. In the years ended December 31, 2023 and 2021, we recognized a loss of $5 million and $37 million, respectively, associated with the other-than-temporary impairment of the carrying amount of our equity investments. We amortize the basis difference caused by such impairments using the straight-line method over the estimated life of the asset. See Note 4—Unconsolidated Affiliates.

Pension and other postemployment benefit plans—We use a measurement date of January 1 for determining net periodic benefit costs and December 31 for determining plan benefit obligations and the fair values of plan assets. We determine our net periodic benefit costs based on a market-related value of assets that reduces year-to-year volatility by including investment gains or losses subject to amortization over a five-year period from the year in which they occur. We calculate investment gains or losses for this purpose as the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. If gains or losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize such gains or losses over the average expected future service period of the employee participants.

We measure the actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2023 and 2022, the funded status of our pension and other postemployment benefit plans represented an aggregate liability of $125 million and $174 million, respectively, and an aggregate asset of $31 million and $44 million, respectively. See Note 10—Postemployment Benefit Plans.

Share-based compensation—To measure the fair values of granted or modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To measure the fair values of granted or modified performance-based restricted share units subject to market factors, we use an average price at the performance start date and project performance based on a Monte Carlo simulation model under a risk-neutral approach and apply assumptions for the expected life, risk-free interest rate, expected volatility and dividend yield. To measure the fair values of granted or modified performance-based restricted share units that are subject to performance targets, we use the market price of our shares on the grant date or modification date and adjust the value for the projected performance rate expected to be achieved at the end of the measurement period. We recognize share-based compensation expense in the same financial statement line item as cash compensation paid to the respective employees or non-employee directors. We recognize such compensation expense on a straight-line basis over the service period through the date the employee or non-employee director is no longer required to provide service to earn the award. See Note 15—ShareBased Compensation.

Contingencies—We assess our contingencies on an ongoing basis to evaluate the appropriateness of our liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is probable and the amount of the probable loss can be reasonably estimated. Once established, we adjust the carrying amount of a contingent liability upon the occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions with respect to the likelihood or amount of loss. We recognize corresponding assets for those loss contingencies that we believe are probable of being recovered through insurance. We recognize expense for legal costs as they are incurred, and we recognize a corresponding asset for such legal costs only if we expect such legal costs to be recovered through insurance.

Debt (Credit Agreements) (Details) $ in Millions	1 Months Ended		12 Months Ended
Debt (Credit Agreements) (Details) $ in Millions	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 30, 2022 USD ($)
Debt
Aggregate principal amount outstanding	$ 7,347		$ 7,413	$ 7,347
Aggregate cash payment to acquire property			427	717	$ 208
Five-Year Revolving Credit Facility
Debt
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
Aggregate carrying amount assets pledged			4,710
Cross default trigger under credit facility			$ 125
Commitment fee percentage at period end			0.625%
Credit facility amount outstanding			$ 0
Letters of credit issued and outstanding			13
Credit facility available borrowing capacity			587,000
Five-Year Revolving Credit Facility \| June 2023
Debt
Borrowing capacity, maximum			$ 600
Five-Year Revolving Credit Facility \| Adjusted LIBOR
Debt
Spread on variable rate basis (as a percent)			2.875%
Five-Year Revolving Credit Facility \| Term SOFR
Debt
Spread on variable rate basis (as a percent)			0.10%
4.50% Shipyard Loan due June 2027
Debt
Aggregate principal amount outstanding	439		$ 420	439
Debt instrument face value	439	$ 349		439		$ 90
Aggregate cash payment to acquire property	325	46
Non-cash capital addition	$ 82	$ 300		$ 382
Debt instrument interest rate stated percentage			4.50%
4.50% Shipyard Loan due June 2027 \| Discount rate
Debt
Debt fair value measurement input	0.076	0.094		0.076
7.35% Senior Notes due December 2041
Debt
Aggregate principal amount outstanding	$ 177		$ 177	$ 177
Debt instrument interest rate stated percentage			7.35%
Interest rate, as adjusted (as a percent)			9.35%

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

Note 8—Leases

Overview—Our operating leases are principally for office space, storage facilities, operating equipment and land. At December 31, 2023, our operating leases had a weighted-average discount rate of 6.7 percent and a weighted-average remaining lease term of 10.7 years.

Our finance lease for the ultra-deepwater drillship Petrobras 10000 has an implicit interest rate of 7.8 percent and requires scheduled monthly installments through the lease expiration in August 2029, after which we are obligated to acquire the drillship from the lessor for one dollar. We recognize expense for the amortization of the right-of-use asset in depreciation and amortization.

Lease costs—The components of our lease costs were as follows (in millions):


	Years ended December 31,
Lease costs	2023		2022		2021
Short-term lease costs	$	4	$	14	$	17
Operating lease costs		14		12		12
Finance lease costs, amortization of right-of-use asset		20		20		20
Finance lease costs, interest on lease liability		27		30		33
Total lease costs	$	65	$	76	$	82

Lease payments—Supplemental cash flow information for our leases was as follows (in millions):


	Years ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	17	$	14	$	13
Operating cash flows from finance lease		—		8		37
Financing cash flows from finance lease		—		3		33

At December 31, 2023, the aggregate future minimum lease payments were as follows (in millions):


	Operating		Finance
	leases		lease
Years ending December 31,
2024	$	19	$	65
2025		19		70
2026		18		71
2027		15		70
2028		13		71
Thereafter		89		47
Total future minimum rental payment		173		394
Less amount representing imputed interest		(53)		(75)
Present value of future minimum rental payments		120		319
Current portion, recorded in other current liabilities		12		43
Long-term lease liabilities, recorded in other long-term liabilities	$	108	$	276

Contract Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Contract Intangible Assets

Schedule of contract intangible assets


	Year ended December 31, 2023						Year ended December 31, 2022
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Drilling contract intangible assets
Balance, beginning of period	$	907	$	(851)	$	56	$	907	$	(734)	$	173
Amortization		—		(52)		(52)		—		(117)		(117)
Balance, end of period	$	907	$	(903)	$	4	$	907	$	(851)	$	56

Income Taxes (Tax Returns) (Details) - 12 months ended Dec. 31, 2023 - Brazil R$ in Millions, $ in Millions	BRL (R$)	USD ($)
Corporate income tax
Income Tax Examination
Net adjustments of additional taxes, including interest and penalties	R$ 698	$ 144
Indirect tax
Income Tax Examination
Net adjustments of additional taxes, including interest and penalties	R$ 90	$ 19

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Loss per share

Schedule of loss per share

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


	Years ended December 31,
	2023		2022		2021
Numerator for loss per share, basic and diluted
Net loss attributable to controlling interest	$	(954)	$	(621)	$	(592)

Denominator for loss per share, basic and diluted
Weighted-average shares for per share calculation		768		699		637

Loss per share, basic and diluted	$	(1.24)	$	(0.89)	$	(0.93)

Schedule of antidilutive securities


	Years ended December 31,
	2023		2022		2021
Exchangeable bonds		150.8		128.1		104.4
Share-based awards		18.6		15.5		12.6
Warrants		10.2		—		—

Commitments and Contingencies (Letters of credit and surety bonds) (Details) - Letters of credit and surety bonds - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Letters of credit and surety bonds
Outstanding letters of credit	$ 16	$ 8
Surety bonds outstanding	198	161
Aggregate cash collateral	$ 7	$ 7

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

Note 11—Income Taxes

Overview—Transocean Ltd., a holding company and Swiss resident, is subject to Swiss federal, cantonal and communal income tax. For Swiss income taxes, however, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are exempt from taxation. Consequently, there is not a direct relationship between our Swiss earnings before income taxes and our Swiss income tax expense.

Tax provision and rate—The components of our income tax provision (benefit) were as follows (in millions):


	Years ended December 31,
	2023		2022		2021
Current tax expense (benefit)	$	(5)	$	13	$	(7)
Deferred tax expense		18		46		128
Income tax expense	$	13	$	59	$	121

In the years ended December 31, 2023, 2022 and 2021, our effective tax rate was (1.4) percent, (10.4) percent and (25.7) percent, respectively, based on loss before income tax expense. The relationship between our provision for or benefit from income taxes and our income or loss before income taxes can vary significantly from period to period considering, among other factors, (a) the overall level of income before income taxes, (b) changes in the blend of income that is taxed based on gross revenues rather than income before taxes, (c) rig movements between taxing jurisdictions and (d) our rig operating structures.

A reconciliation of the income tax benefit computed at the Swiss holding company federal statutory rate of 7.83% and our reported consolidated income tax expense was as follows (in millions):


	Years ended December 31,
	2023		2022		2021
Income tax benefit at Swiss federal statutory rate	$	(74)	$	(44)	$	(36)
Earnings subject to rates different than the Swiss federal statutory rate		129		52		78
Deemed profits taxes		11		10		17
Withholding taxes		5		12		10
Changes in valuation allowance		(23)		79		1,167
Changes in unrecognized tax benefits, net		(37)		2		(43)
Swiss Federal Act on Tax Reform and AHV Financing		—		96		(1,095)
Audit settlement		—		12		—
Changes due to organizational restructuring		—		(162)		16
Losses on impairment		—		—		5
Other, net		2		2		2
Income tax expense	$	13	$	59	$	121

In January 2020, Switzerland made effective the Federal Act on Tax Reform and AHV Financing (“TRAF”). In March 2020, we entered into discussions with the Swiss tax authorities regarding the manner by which the TRAF applies to certain Swiss subsidiaries, which

allows us to access historic depreciation and costs related to financing assets not previously deducted on Swiss tax returns, which can be apportioned to offset taxable income based on the remaining useful lives of the rigs and financing assets. In the three months ended December 31, 2021, we reached an agreement with the Swiss Tax authorities regarding the TRAF treatment. At December 31, 2023 and 2022, we had a deferred tax liability of $264 million and $226 million, respectively, and a deferred tax asset of $1.21 billion and $1.23 billion, respectively, offset with a valuation allowance of $1.10 billion, associated with TRAF.

Deferred taxes—The significant components of our deferred tax assets and liabilities were as follows (in millions):


	December 31,
	2023		2022
Deferred tax assets
Swiss historic depreciation and financing asset costs	$	1,210	$	1,226
Net operating loss carryforwards		1,264		1,115
Interest expense limitation		87		77
United Kingdom charter limitation		53		53
Accrued expenses		47		36
Tax credits		4		11
Deferred income		—		7
Accrued payroll costs not currently deductible		16		18
Loss contingencies		4		4
Other		54		43
Valuation allowance		(1,884)		(1,910)
Total deferred tax assets, net of allowance		855		680

Deferred tax liabilities
Depreciation		(1,342)		(1,150)
Other		(9)		(10)
Total deferred tax liabilities		(1,351)		(1,160)

Deferred tax assets (liabilities), net	$	(496)	$	(480)

We include taxes related to the earnings of all of our subsidiaries since we do not consider the earnings of any of our subsidiaries to be indefinitely reinvested.

At December 31, 2023 and 2022, our deferred tax assets included U.S. tax credits of $4 million and $11 million, respectively, which will expire between 2024 and 2026. Deferred tax assets related to our net operating losses were generated in various worldwide tax jurisdictions. At December 31, 2023, our net deferred tax assets related to our net operating loss carryforwards included $585 million, which do not expire, and $855 million, which will expire between 2024 and 2041.

As of December 31, 2023, our consolidated cumulative loss incurred over the recent three-year period represented significant objective negative evidence for the evaluation of the realizability of our deferred tax assets. Because such evidence has limited our ability to consider other subjective evidence, we evaluate each jurisdiction separately. We consider objective evidence, such as contract backlog activity, in jurisdictions in which we have profitable contracts, and the ability to carryback losses or utilize losses against potential exposures. If estimated future taxable income changes during the carryforward periods or if the cumulative loss is no longer present, we may adjust the amount of deferred tax assets that we expect to realize. At December 31, 2023 and 2022, due to uncertainty of realization, we had a valuation allowance of $1.88 billion and $1.91 billion, respectively, on net operating losses and other deferred tax assets due to the uncertainty of realization.

Unrecognized tax benefits—The changes to unrecognized tax benefits, excluding interest and penalties that we recognize as a component of income tax expense, were as follows (in millions):


	Years ended December 31,
		2023		2022		2021
Balance, beginning of period	$	444	$	402	$	378
Additions for current year tax positions		45		28		28
Additions for prior year tax positions		5		62		46
Reductions related to statute of limitation expirations and changes in law		(14)		(13)		(19)
Reductions due to settlements		(5)		(5)		(31)
Reductions for prior year tax positions		(26)		(30)		—
Balance, end of period	$	449	$	444	$	402

Our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense, were as follows (in millions):


	December 31,
		2023		2022
Unrecognized tax benefits, excluding interest and penalties	$	449	$	444
Interest and penalties		9		27
Unrecognized tax benefits, including interest and penalties	$	458	$	471

In the years ended December 31, 2023, 2022 and 2021, we recognized, as a component of our income tax provision, benefit of $18 million, expense of $6 million and expense of $8 million, respectively, related to interest and penalties associated with our unrecognized tax benefits. As of December 31, 2023, we have unrecognized benefits of $458 million, including interest and penalties, against which we have recorded net operating loss deferred tax assets of $411 million, resulting in net unrecognized tax benefits of $47 million, including interest and penalties, that upon reversal would favorably impact our effective tax rate. During the year ending December 31, 2024, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease, primarily due to the progression of open audits and the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.

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 consolidated statement of financial position or results of operations; however, it could have a material adverse effect on our 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 filed protests with the Brazilian tax authorities for the assessments and are engaged in the appeals process, and a portion of two cases were favorably closed. As of December 31, 2023, the remaining aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL 698 million, equivalent to approximately $144 million, and indirect tax of BRL 90 million, equivalent to $19 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 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2023
Significant Accounting Policies
Accounting estimates	Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the United States (“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, assets held for sale, 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.
Consolidation	Consolidation—We consolidate entities in which we have a majority voting interest and entities that meet the criteria for variable interest entities for which we are deemed to be the primary beneficiary for accounting purposes. We eliminate intercompany transactions and accounts in consolidation. We apply the equity method of accounting for an equity investment in an unconsolidated entity if we have the ability to exercise significant influence over the entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity criteria, but for which we are not deemed to be the primary beneficiary. We measure other equity investments at fair value if the investment has a fair value that is readily determinable; otherwise, we measure the investment at cost, less any impairment. We separately present within equity on our consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in our consolidated subsidiaries, and we separately present net income attributable to such parties on our consolidated statements of operations. See Note 4—Unconsolidated Affiliates and Note 14—Equity.
Functional currency	Functional currency—We consider the U.S. dollar to be the functional currency for all of our operations since the majority of our revenues and expenditures are denominated in U.S. dollars, which limits our exposure to currency exchange rate fluctuations. We recognize currency exchange rate gains and losses in other, net. In the years ended December 31, 2023, 2022 and 2021, we recognized a net gain of $10 million, a net loss of $8 million and a net loss of $1 million, respectively, related to currency exchange rates.
Revenues and related pre-operating costs	Revenues and related pre-operating costs—We recognize revenues earned under our drilling contracts based on variable dayrates, which range from a full operating dayrate to lower rates or zero rates for periods when drilling operations are interrupted or restricted, based on the specific activities we perform during the contract on an hourly, or more frequent, basis. Such dayrate consideration is attributed to the distinct time period to which it relates within the contract term, and therefore, is recognized as we perform the services. When the operating dayrate declines over the contract term, we recognize revenues on a straight-line basis over the estimated contract period. We recognize reimbursement revenues and the corresponding costs as we provide the customer-requested goods and services, when such reimbursable costs are incurred while performing drilling operations. Prior to performing drilling operations, we may receive pre-operating revenues, on either a fixed lump-sum or variable dayrate basis, for mobilization, contract preparation, customer-requested goods and services or capital upgrades, for which we record a contract liability and recognize as revenues on a straight-line basis over the estimated contract period. We recognize losses for loss contracts as such losses are incurred. We recognize revenues for demobilization over the contract period unless otherwise constrained. We recognize revenues from contract terminations as we fulfill our obligations and all contingencies have been resolved. We apply the optional exemption that permits us to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is typically based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 5—Revenues.
Income taxes	Income taxes—We provide for income taxes based on expected taxable income, statutory rates and tax laws in the jurisdictions in which we operate or have a taxable presence. We recognize the effect of changes in tax laws as of the date of enactment. We recognize potential global intangible low-taxed income inclusions as a period cost. We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 11—Income Taxes.
Cash and cash equivalents	Cash and cash equivalents—We consider cash equivalents to include highly liquid debt instruments with original maturities of three months or less, such as time deposits with commercial banks that have high credit ratings, U.S. Treasury and government securities, Eurodollar time deposits, certificates of deposit and commercial paper. We may also invest excess funds in no-load, open-ended, management investment trusts. Such management trusts invest exclusively in high-quality money market instruments.
Restricted cash and cash equivalents	Restricted cash and cash equivalents—We maintain restricted cash and cash equivalents that are either pledged for debt service under certain bond indentures, as required under certain bank credit arrangements, or held in accounts that are subject to restrictions due to legislation, regulation or court order. We classify such restricted cash and cash equivalents in current assets if the restriction is expected to expire or otherwise be resolved within one year or if such funds are considered to offset liabilities that are properly classified as current liabilities. See Note 9—Debt.
Materials and supplies	Materials and supplies—We record materials and supplies at their average cost less an allowance for excess items. We estimate the allowance for excess items based on historical experience and expectations for future use of the materials and supplies. At December 31, 2023 and 2022, our allowance for excess items was $198 million and $199 million, respectively.
Property and equipment	Property and equipment—We apply judgment to account for our property and equipment, consisting primarily of offshore drilling rigs and related equipment, related to estimates and assumptions for cost capitalization, useful lives and salvage values. We base our estimates and assumptions on historical experience and expectations regarding future industry conditions and operations. At December 31, 2023, the aggregate carrying amount of our property and equipment represented approximately 84 percent of our total assets. We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values. The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from three to 30 years and our machinery and equipment range from four to 20 years. We reevaluate the remaining useful lives and salvage values of our rigs when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in operating condition, functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also consider major capital upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability.
Long-lived asset impairment	Long-lived asset impairment—We review the carrying amounts of long-lived assets, including property and equipment and right-of-use assets, for potential impairment when events occur or circumstances change that indicate that the carrying amount of such assets may not be recoverable. For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash flows based on projected dayrates and utilization of the asset group under review. We consider our asset groups to be ultra-deepwater floaters and harsh environment floaters. When an impairment of one or more of our asset groups is indicated, we measure an impairment as the amount by which the carrying amount of the asset group exceeds its estimated fair value. We measure the fair values of our asset groups by applying a variety of valuation methods, incorporating a combination of income, market and cost approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous market for the assets in an orderly transaction between market participants as of the measurement date. For an asset classified as held for sale, we consider the asset to be impaired to the extent its carrying amount exceeds its estimated fair value less cost to sell. See Note 7—Long-Lived Assets.
Equity investments and impairment	Equity investments and impairment—We review our equity-method investments, and other equity investments for which a readily determinable fair value is not available, for potential impairment when events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable in the near term. If we determine that an impairment that is other than temporary exists, we recognize an impairment loss, measured as the amount by which the carrying amount of the investment exceeds its estimated fair value. To estimate the fair value of the investment, we apply valuation methods that rely primarily on the income and market approaches. In the years ended December 31, 2023 and 2021, we recognized a loss of $5 million and $37 million, respectively, associated with the other-than-temporary impairment of the carrying amount of our equity investments. We amortize the basis difference caused by such impairments using the straight-line method over the estimated life of the asset. See Note 4—Unconsolidated Affiliates.
Pension and other postemployment benefit plans	Pension and other postemployment benefit plans—We use a measurement date of January 1 for determining net periodic benefit costs and December 31 for determining plan benefit obligations and the fair values of plan assets. We determine our net periodic benefit costs based on a market-related value of assets that reduces year-to-year volatility by including investment gains or losses subject to amortization over a five-year period from the year in which they occur. We calculate investment gains or losses for this purpose as the difference between the expected return calculated using the market-related value of assets and the actual return based on the market-related value of assets. If gains or losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize such gains or losses over the average expected future service period of the employee participants. We measure the actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2023 and 2022, the funded status of our pension and other postemployment benefit plans represented an aggregate liability of $125 million and $174 million, respectively, and an aggregate asset of $31 million and $44 million, respectively. See Note 10—Postemployment Benefit Plans.
Share-based compensation	Share-based compensation—To measure the fair values of granted or modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To measure the fair values of granted or modified performance-based restricted share units subject to market factors, we use an average price at the performance start date and project performance based on a Monte Carlo simulation model under a risk-neutral approach and apply assumptions for the expected life, risk-free interest rate, expected volatility and dividend yield. To measure the fair values of granted or modified performance-based restricted share units that are subject to performance targets, we use the market price of our shares on the grant date or modification date and adjust the value for the projected performance rate expected to be achieved at the end of the measurement period. We recognize share-based compensation expense in the same financial statement line item as cash compensation paid to the respective employees or non-employee directors. We recognize such compensation expense on a straight-line basis over the service period through the date the employee or non-employee director is no longer required to provide service to earn the award. See Note 15—ShareBased Compensation.
Contingencies	Contingencies—We assess our contingencies on an ongoing basis to evaluate the appropriateness of our liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is probable and the amount of the probable loss can be reasonably estimated. Once established, we adjust the carrying amount of a contingent liability upon the occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions with respect to the likelihood or amount of loss. We recognize corresponding assets for those loss contingencies that we believe are probable of being recovered through insurance. We recognize expense for legal costs as they are incurred, and we recognize a corresponding asset for such legal costs only if we expect such legal costs to be recovered through insurance.

Share-Based Compensation (Non options) (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Service awards
Equity instruments other than options activity
Outstanding at the beginning of the period (in shares)	12,047,500
Granted (in shares)	3,744,049	6,768,943	6,148,361
Vested (in shares)	(6,200,155)	(5,075,374)	(4,368,749)
Forfeited (in shares)	(31,386)
Outstanding at the end of the period (in shares)	9,560,008	12,047,500
Weighted-average grant-date fair value per share
Outstanding at the beginning of the period (in dollars per share)	$ 3.25
Granted (in dollars per share)	7.23	$ 3.60	$ 3.56
Vested (in dollars per share)	2.94
Forfeited (in dollars per share)	3.56
Outstanding at the end of the period (in dollars per share)	$ 5.01	$ 3.25
Additional disclosure
Total grant date fair value	$ 18	$ 18	$ 16
Performance awards
Equity instruments other than options activity
Outstanding at the beginning of the period (in shares)	6,545,369
Granted (in shares)	1,912,292	3,519,857	3,025,512
Vested (in shares)	(3,025,512)
Outstanding at the end of the period (in shares)	5,432,149	6,545,369
Weighted-average grant-date fair value per share
Outstanding at the beginning of the period (in dollars per share)	$ 3.81
Granted (in dollars per share)	6.74	$ 3.91	$ 3.70
Vested (in dollars per share)	3.70
Outstanding at the end of the period (in dollars per share)	$ 4.91	$ 3.81
Additional disclosure
Total grant date fair value	$ 11	$ 5	$ 11

Debt (Debt issuance) (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
Debt (Debt issuance) (Details) - USD ($) $ in Millions	Oct. 31, 2023	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Debt
Proceeds from issuance of debt			$ 1,983	$ 175
8.375% Senior Secured Notes due February 2028
Debt
Debt instrument face value		$ 525
Debt instrument interest rate stated percentage			8.375%
Proceeds from issuance of debt		$ 516
Redemption price of debt instrument (as a percent)		100.00%
8.75% Senior Secured Notes Due February 2030
Debt
Debt instrument face value		$ 1,175
Debt instrument interest rate stated percentage			8.75%
Proceeds from issuance of debt		$ 1,148
Redemption price of debt instrument (as a percent)		100.00%
8.00% Senior Secured Notes due September 2028
Debt
Debt instrument face value	$ 325
Debt instrument interest rate stated percentage	8.00%
Proceeds from issuance of debt	$ 319
Redemption price of debt instrument (as a percent)	100.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
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-Paragraph 1
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-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Supplemental Balance Sheet Information

12 Months Ended

Dec. 31, 2023

Supplemental Balance Sheet Information

Supplemental Balance Sheet Information

Note 16—Supplemental Balance Sheet Information

Other current liabilities were comprised of the following (in millions):


	December 31,
	2023		2022
Other current liabilities
Accrued employee benefits and payroll-related liabilities	$	145	$	156
Accrued interest		146		113
Accrued taxes, other than income		47		41
Finance lease liability		43		40
Operating lease liabilities		12		7
Deferred revenues		165		124
Contingent liabilities		116		58
Other		7		—
Total other current liabilities	$	681	$	539

Other long-term liabilities were comprised of the following (in millions):


	December 31,
	2023		2022
Other long-term liabilities
Postemployment benefit plan obligations	$	121	$	170
Finance lease liability		276		323
Operating lease liabilities		108		100
Income taxes payable		80		129
Deferred revenues		233		204
Other		40		39
Total other long-term liabilities	$	858	$	965

Income Taxes (Deferred) (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Deferred) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income taxes
Changes in valuation allowance	$ (23)	$ 79	$ 1,167
Deferred tax assets
Swiss historic depreciation and financing asset costs	1,210
Net operating loss carryforwards	1,264
Interest expense limitation	87
United Kingdom charter limitation	53
Accrued expenses	47
Tax credits	4
Accrued payroll expenses not currently deductible	16
Loss contingencies	4
Other	54
Valuation allowance	(1,884)	(1,910)
Total deferred tax assets, net of allowance	855
Deferred tax liabilities
Depreciation	(1,342)
Other	(9)
Total deferred tax liabilities	(1,351)
Deferred tax assets (liabilities), net	(496)
U.S. foreign tax credit carryforwards	4	11
NOLs that are not subject to expiration dates	585
NOLs that are subject to expiration dates	855
Reconciliation of unrecognized tax benefits, excluding interest and penalties
Balance, beginning of period	444	402	378
Additions for current year tax positions	45	28	28
Additions for prior year tax positions	5	62	46
Reductions related to statute of limitation expirations and changes in law	(14)	(13)	(19)
Reductions due to settlements	(5)	(5)	(31)
Reductions for prior year tax positions	(26)	(30)
Balance, end of period	449	444	402
Unrecognized tax benefits
Unrecognized tax benefits, excluding interest and penalties	449	444	402
Interest and penalties	9	27
Unrecognized tax benefits, including interest and penalties	458	471
Interest and penalties related to unrecognized tax benefits recognized as a component of income tax expense	(18)	6	$ 8
Unrecognized benefits netted against NOL deferred tax assets	411
Amount if recognized that would impact tax rate	47
Swiss TRAF
Income taxes
Changes in valuation allowance	1,100	1,100
Deferred tax assets
Total deferred tax assets, net of allowance	1,210	1,230
Deferred tax liabilities
Total deferred tax liabilities	$ (264)	$ (226)

Debt

12 Months Ended

Dec. 31, 2023

Debt

Debt

Note 9—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
		December 31,		December 31,		December 31,		December 31,
		2023		2022		2023		2022
0.50% Exchangeable Senior Bonds due January 2023	(a)	$	—	$	49	$	—	$	49
5.375% Senior Secured Notes due May 2023	(b)		—		243		—		242
5.875% Senior Secured Notes due January 2024	(b)		—		352		—		350
7.75% Senior Secured Notes due October 2024	(b)		—		240		—		238
6.25% Senior Secured Notes due December 2024	(b)		—		250		—		248
6.125% Senior Secured Notes due August 2025	(b)		—		336		—		332
7.25% Senior Notes due November 2025	(c)		354		354		352		351
4.00% Senior Guaranteed Exchangeable Bonds due December 2025	(d)		234		294		221		271
7.50% Senior Notes due January 2026	(c)		569		569		567		566
2.50% Senior Guaranteed Exchangeable Bonds due January 2027	(d)		—		238		—		265
11.50% Senior Guaranteed Notes due January 2027	(d)		687		687		938		1,008
6.875% Senior Secured Notes due February 2027	(b)		413		482		409		477
8.00% Senior Notes due February 2027	(c)		612		612		609		608
7.45% Notes due April 2027	(a)		52		52		52		52
8.00% Debentures due April 2027	(a)		22		22		22		22
4.50% Shipyard Loans due September 2027	(e)		420		439		384		389
8.375% Senior Secured Notes due February 2028	(b)		525		—		518		—
7.00% Notes due June 2028	(e)		261		261		264		264
8.00% Senior Secured Notes due September 2028	(b)		325		—		321		—
4.625% Senior Guaranteed Exchangeable Bonds due September 2029	(c)		259		300		486		440
8.75% Senior Secured Notes due February 2030	(f)		1,116		—		1,094		—
7.50% Notes due April 2031	(a)		396		396		395		394
6.80% Senior Notes due March 2038	(a)		610		610		605		605
7.35% Senior Notes due December 2041	(a)		177		177		176		176
Total debt			7,032		6,963		7,413		7,347

Less debt due within one year
0.50% Exchangeable Senior Bonds due January 2023	(a)		—		49		—		49
5.375% Senior Secured Notes due May 2023	(b)		—		243		—		242
5.875% Senior Secured Notes due January 2024	(b)		—		83		—		81
7.75% Senior Secured Notes due October 2024	(b)		—		60		—		59
6.25% Senior Secured Notes due December 2024	(b)		—		62		—		61
6.125% Senior Secured Notes due August 2025	(b)		—		66		—		64
2.50% Senior Guaranteed Exchangeable Bonds due January 2027	(d)		—		—		—		6
11.50% Senior Guaranteed Notes due January 2027	(d)		—		—		71		70
6.875% Senior Secured Notes due February 2027	(b)		83		69		81		67
4.50% Shipyard Loans due September 2027	(e)		90		20		75		20
8.00% Senior Secured Notes due September 2028	(b)		30		—		30		—
8.75% Senior Secured Notes due February 2030	(f)		117		—		113		—
Total debt due within one year			320		652		370		719
Total long-term debt		$	6,712	$	6,311	$	7,043	$	6,628

(a)	Transocean Inc., a wholly owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures (the “Legacy Guaranteed Notes”). The Legacy Guaranteed Notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd.

(b)

Each subsidiary issuer of the respective unregistered notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd., Transocean Inc. and, in each case, the owner of the respective collateral rig or rigs.

(c)

Transocean Inc. is the issuer of the unregistered notes (collectively, the “Priority Guaranteed Notes”). The guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Legacy Guaranteed Notes, the 4.50% shipyard loans due September 2027 (each, a “Shipyard Loan”, and together, the “Shipyard Loans”) and the 7.00% notes due June 2028 and structurally subordinate to the Senior Priority Guaranteed Notes, as defined below, to the extent of the value of the assets of the subsidiaries guaranteeing the notes.

(d)

Transocean Inc. is the issuer of the unregistered notes (together, the “Senior Priority Guaranteed Notes”). The priority guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Priority Guaranteed Notes to the extent of the value of the assets of the subsidiaries guaranteeing the notes.

(e)	The subsidiary borrowers under the Shipyard Loans and the subsidiary issuer of the registered notes are wholly owned indirect subsidiaries of Transocean Inc. The loans and notes are fully and unconditionally guaranteed by Transocean Inc.

(f)	Transocean Inc. is the issuer of the unregistered notes. The senior secured notes are fully and unconditionally guaranteed on an unsecured basis by Transocean Ltd. and on a limited senior secured basis by each of the wholly owned subsidiary owners of the collateral rigs.

Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or capital distributions.

Indentures—The indentures that govern our debt generally contain covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes, to engage in certain sale and lease back transactions covering any of our drilling units, to allow our subsidiaries to incur certain additional debt, or to engage in certain merger, consolidation or reorganization transactions or to enter into a scheme of arrangement qualifying as an amalgamation.

The indentures that govern the 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Senior Guaranteed Exchangeable Bonds”) and the 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) require such bonds to be repurchased upon the occurrence of certain fundamental changes and events, at specified prices depending on the particular fundamental change or event, which include changes and events related to certain (i) change of control events applicable to Transocean Ltd. or Transocean Inc., (ii) the failure of our shares to be listed or quoted on a national securities exchange and (iii) specified tax matters.

The indentures that govern the 6.875% senior secured notes due February 2027, the 8.375% senior secured notes due February 2028 (the “8.375% Senior Secured Notes”) and the 8.75% senior secured notes due February 2030 (the “8.75% Senior Secured Notes”) contain covenants that limit the ability of our subsidiaries that own or operate the collateral rigs to declare or pay dividends to their affiliates.

The indentures that govern our senior secured notes contain certain lien requirements. At December 31, 2023, we had restricted cash and cash equivalents of $198 million deposited in restricted accounts to satisfy debt service and reserve requirements for the senior secured notes. At December 31, 2023, the rigs encumbered for the senior secured notes and our Shipyard Loans, including Deepwater Aquila, which is under construction, Deepwater Atlas, Deepwater Pontus, Deepwater Poseidon, Deepwater Proteus, Deepwater Thalassa, Deepwater Titan, Transocean Enabler and Transocean Encourage, had an aggregate carrying amount of $6.13 billion. We will be required to redeem the senior secured notes at a price equal to 100 percent of the aggregate principal amount without a make-whole premium, upon the occurrence of certain events related to the respective collateral rigs and related drilling contracts.

Interest rate adjustments—At December 31, 2023, the interest rate in effect for the 7.35% senior notes due December 2041 was 9.35 percent, which is subject to adjustment from time to time upon a change to the credit rating of our non-credit enhanced senior unsecured long-term debt.

Scheduled maturities—At December 31, 2023, the scheduled maturities of our debt, including other installments of contractual interest payments for previously restructured debt, were as follows (in millions):


	Principal		Other		Total
	installments		installments		installments
Years ending December 31,
2024	$	320	$	71	$	391
2025		1,068		72		1,140
2026		1,110		72		1,182
2027		1,900		36		1,936
2028		664		—		664
Thereafter		1,970		—		1,970
Total installments	$	7,032	$	251		7,283
Total unamortized debt-related balances, net						(220)
Bifurcated compound exchange feature, at estimated fair value						350
Total carrying amount of debt					$	7,413

Credit agreements

Secured Credit Facility—As of December 31, 2023, we have a secured revolving credit facility established under a bank credit agreement (as amended from time to time, the “Secured Credit Facility”), which provides us with a borrowing capacity of $600 million through its scheduled maturity on June 22, 2025. We may borrow under the Secured Credit Facility at a forward looking term rate based on the secured overnight financing rate (“Term SOFR”) plus a margin (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 Secured Credit Facility 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 the ultra-deepwater floaters Deepwater Asgard, Deepwater Corcovado, Deepwater Invictus, Deepwater Mykonos, Deepwater Orion, Deepwater Skyros, Development Driller III,

Dhirubhai Deepwater KG2 and Discoverer Inspiration and the harsh environment floaters Transocean Barents and Transocean Spitsbergen, and at December 31, 2023, the aggregate carrying amount of which was $4.71 billion.

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. 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 December 31, 2023, based on the credit rating of the Secured Credit Facility on that date, the Secured Credit Facility Margin was 2.875 percent and the facility fee was 0.625 percent. At December 31, 2023, we had no borrowings outstanding, $13 million of letters of credit issued, and we had $587 million of available borrowing capacity under the Secured Credit Facility.

Shipyard financing arrangement—We have credit agreements that established the Shipyard Loans to finance all or a portion of the final payments owed to the shipyard upon delivery of the ultra-deepwater floaters Deepwater Atlas and Deepwater Titan. Borrowings under the Shipyard Loan for Deepwater Atlas are secured by, among other security, a lien on the rig, and borrowings under the Shipyard Loan for Deepwater Titan are unsecured. We have the right to prepay 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. In June 2022, we borrowed $349 million under the Shipyard Loan for Deepwater Atlas and made a cash payment of $46 million to satisfy the final milestone payment due upon delivery of the rig. In December 2022, we borrowed $90 million under the Shipyard Loan for Deepwater Titan and made a cash payment of $325 million to satisfy the final milestone payment due upon delivery of the rig. We recorded each Shipyard Loan, net of imputed interest, with an initial carrying amount of $300 million and $82 million, respectively, and corresponding non-cash capital additions, recorded in property and equipment. The carrying amount of each 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 and 7.6 percent, respectively.

Exchangeable bonds

Exchange terms—At December 31, 2023, 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
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		190.4762	$	5.25		44.5
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		290.6618	$	3.44		75.3

The exchange rates, identified above, are subject to adjustment upon the occurrence of certain events. 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 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.

Effective interest rates and fair values—At December 31, 2023, 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
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		6.9%	$	341
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		18.3%	$	567

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.

Interest expense—We recognized interest expense for our exchangeable bonds as follows (in millions):


		Years ended December 31,
	2023		2022		2021
Contractual interest	$	24	$	16	$	11
Amortization		19		9		5
Bifurcated compound exchange feature		127		157		—
Total	$	170	$	182	$	16

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 recognize changes to the liability for the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to interest expense. At December 31, 2023 and 2022, the carrying amount of the bifurcated compound exchange feature, recorded as a component of the carrying amount of debt, was $350 million and $295 million, respectively.

Exchanges—In April 2023, Perestroika exchanged $213 million aggregate principal amount of the 2.50% senior guaranteed exchangeable bonds due January 2027 (the “2.50% Senior Guaranteed Exchangeable Bonds”) under the terms of the governing indenture at the applicable exchange rate of 162.1626 Transocean Ltd. shares per $1,000 note. As part of the transaction governing the exchange, we delivered 34.6 million Transocean Ltd. shares and additional immaterial cash consideration to such exchanging holder. The director’s beneficial ownership of our shares resulting from these transactions did not change.

In July 2023, the holders of the remaining outstanding $25 million aggregate principal amount of 2.50% Senior Guaranteed Exchangeable Bonds exchanged such bonds under the terms of the governing indenture at the applicable exchange rate of 162.1626 Transocean Ltd. shares per $1,000 note. As part of the transaction, we delivered 4.0 million Transocean Ltd. shares.

In October 2023, holders of $60 million and $41 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds and the 4.625% Senior Guaranteed Exchangeable Bonds, respectively, exchanged such bonds under the terms of the governing indenture at the applicable exchange rate of 190.4762 and 290.6618 Transocean Ltd. shares, respectively, per $1,000 note. As part of the transactions, we delivered an aggregate 26.5 million Transocean Ltd. shares, including an aggregate 3.1 million additional shares to such holders.

Debt issuance

Senior secured notes—In January 2023, we issued $525 million aggregate principal amount of 8.375% Senior Secured Notes, and we received $516 million aggregate cash proceeds, net of issue costs. The 8.375% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floater Deepwater Titan and the equity of the wholly owned subsidiary that owns or operates the collateral rig. Additionally, we are required to maintain certain balances in a restricted cash account to satisfy debt service requirements. We may redeem all or a portion of the 8.375% Senior Secured Notes on or prior to February 1, 2025 at a price equal to 100 percent of the aggregate principal amount plus a make-whole premium, and subsequently, at specified redemption prices.

In January 2023, we issued $1.175 billion aggregate principal amount of 8.75% Senior Secured Notes, and we received $1.148 billion aggregate cash proceeds, net of issue costs. The 8.75% Senior Secured Notes are secured by a lien on the ultra-deepwater floaters Deepwater Pontus, Deepwater Proteus and Deepwater Thalassa and the harsh environment floaters Transocean Enabler and Transocean Encourage, together with certain related assets. Additionally, we are required to maintain certain balances in a restricted cash account to satisfy debt service requirements. We may redeem all or a portion of the 8.75% Senior Secured Notes on or prior to February 15, 2026 at a price equal to 100 percent of the aggregate principal amount plus a make-whole premium, and subsequently, at specified redemption prices.

In October 2023, we issued $325 million aggregate principal amount of 8.00% senior secured notes due September 2028 (the “8.00% Senior Secured Notes”), and we received $319 million aggregate cash proceeds, net of issue costs. The 8.00% Senior Secured Notes are secured by the assets and certain earnings associated with the ultra-deepwater floater Deepwater Aquila as well as the equity of certain of the wholly owned subsidiaries that own or operate the collateral rig. Additionally, we are required to maintain certain balances in a restricted cash account to satisfy debt service requirements. We may redeem all or a portion of the 8.00% Senior Secured Notes on or prior to September 30, 2025 at a price equal to 100 percent of the aggregate principal amount plus a make-whole premium, and subsequently, at specified redemption prices.

Senior guaranteed exchangeable bonds—In September 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 due January 2023 (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. In the year ended December 31, 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. 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. On or after March 30, 2026, we may redeem for cash all or a portion of the 4.625% Senior Guaranteed Exchangeable Bonds at a price equivalent to the aggregate principal amount to be redeemed if the closing price of our shares has been greater than 115 percent of the exchange price for a period of at least 20 trading days. 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. See Note 14—Equity.

In February 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 (the “2021 Private Exchange”) for $323 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds. In the year ended December 31, 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. 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 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.

Debt repayment, redemption, and retirement

Early retirement—During the three years ended December 31, 2023, we retired certain notes as a result of redemptions or private exchanges. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions):


	Years ended December 31,
	2023		2022						2021
	Redeemed		Redeemed		Exchanged		Total		Redeemed		Exchanged		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		—		18		73		91		—		323		323
5.375% Senior Secured Notes due May 2023		243		—		—		—		11		—		11
5.875% Senior Secured Notes due January 2024		311		—		—		—		68		—		68
7.75% Senior Secured Notes due October 2024		240		—		—		—		—		—		—
6.25% Senior Secured Notes due December 2024		250		—		—		—		—		—		—
6.125% Senior Secured Notes due August 2025		336		—		—		—		—		—		—
7.25% Senior Notes due November 2025		—		14		43		57		—		—		—
Aggregate principal amount of debt retired	$	1,380	$	77	$	116	$	193	$	79	$	323	$	402

Aggregate cash payment	$	1,402	$	75	$	—	$	75	$	79	$	11	$	90
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 (loss)	$	(32)	$	2	$	6	$	8	$	—	$	51	$	51

Additionally, in the year ended December 31, 2023, we recognized a net gain of $1 million associated with the retirement of $41 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds exchanged by holders in October 2023.

Scheduled maturities and installments—On the scheduled maturity date of January 30, 2023, we made a cash payment of $49 million to repay an equivalent aggregate principal amount of the outstanding 0.50% Exchangeable Senior Bonds. On the scheduled maturity date of December 15, 2021, we made a cash payment of $38 million to repay an equivalent aggregate principal amount of the outstanding 6.375% senior notes due December 2021. In the years ended December 31, 2023, 2022 and 2021, we made an aggregate cash payment of $262 million, $479 million and $478 million, respectively, to repay other indebtedness in scheduled installments.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Risk Concentration (Details)	12 Months Ended
Risk Concentration (Details)	Dec. 31, 2023 employee
Labor Agreements
Number of employees	5,800
Number of employees engaged through contract labor providers	370
Unionized Employees \| Workforce Subject to Collective Bargaining
Labor Agreements
Percentage of concentration	42.00%

Business (Details)	12 Months Ended
Business (Details)	Dec. 31, 2023 segment item
Number of mobile offshore drilling units	37
Number of operating segments \| segment	1
Ultra-deepwater floaters
Number of mobile offshore drilling units	28
Number of mobile offshore drilling units under construction	1
Harsh environment floaters
Number of mobile offshore drilling units	9

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions	Total controlling interest shareholders' equity	Shares	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Noncontrolling interest	Total
Balance at Dec. 31, 2020	$ 11,432	$ 60	$ 13,501	$ (1,866)	$ (263)	$ 3	$ 11,435
Balance (in shares) at Dec. 31, 2020		615
Increase (Decrease) in Shareholders' Equity
Total comprehensive loss							(412)
Total comprehensive loss attributable to controlling interest	(413)						(413)
Share-based compensation	28		28				28
Issuance of shares	158	$ 4	154				158
Issuance of shares (in shares)		40
Net loss attributable to controlling interest				(592)			(592)
Other comprehensive income (loss) attributable to controlling interest					179		179
Total comprehensive income attributable to noncontrolling interest						1
Acquisition of noncontrolling interest						(3)	(3)
Balance at Dec. 31, 2021	11,205	$ 64	13,683	(2,458)	(84)	1	11,206
Balance (in shares) at Dec. 31, 2021		655
Increase (Decrease) in Shareholders' Equity
Total comprehensive loss							(722)
Total comprehensive loss attributable to controlling interest	(722)						(722)
Share-based compensation	29		29				29
Issuance of shares	263	$ 7	256				263
Issuance of shares (in shares)		67
Issuance of warrants	16		16				16
Net loss attributable to controlling interest				(621)			(621)
Other comprehensive income (loss) attributable to controlling interest					(101)		(101)
Balance at Dec. 31, 2022	10,791	$ 71	13,984	(3,079)	(185)	1	10,792
Balance (in shares) at Dec. 31, 2022		722
Increase (Decrease) in Shareholders' Equity
Total comprehensive loss							(946)
Total comprehensive loss attributable to controlling interest	(946)						(946)
Share-based compensation	40		40				40
Issuance of shares	530	$ 10	520				530
Issuance of shares (in shares)		87
Net loss attributable to controlling interest				(954)			(954)
Other comprehensive income (loss) attributable to controlling interest					8		8
Balance at Dec. 31, 2023	$ 10,415	$ 81	$ 14,544	$ (4,033)	$ (177)	$ 1	$ 10,416
Balance (in shares) at Dec. 31, 2023		809

CONSOLIDATED BALANCE SHEETS (Parenthetical) - SFr / shares	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Shares, CHF par value (in Swiss francs per share)	SFr 0.10	SFr 0.10
Shares, authorized	1,021,294,549	905,093,509
Shares, conditionally authorized	142,362,093	142,362,675
Shares, issued	843,715,858	797,244,753
Shares, outstanding	809,030,846	721,888,427

Long-Lived Assets - Construction work in progress (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Changes in construction work in progress
Total capital expenditures	$ 427	$ 717	$ 208
Non-cash capital additions acquired in exchange for issuance of shares	126
Non-cash capital additions financed under Shipyard Loan		382
Changes in accrued capital additions	5	3	13
Capitalized interest costs on construction work in progress	39	73	50
Construction in Progress
Changes in construction work in progress
Construction work in progress, at beginning of period	1,195	1,017	828
Construction work in progress, at end of period	522	1,195	1,017
New builds
Changes in construction work in progress
Total capital expenditures	331	669	174
Property and equipment placed into service	(1,157)	(882)
Other property and equipment
Changes in construction work in progress
Total capital expenditures	96	48	34
Property and equipment placed into service	$ (74)	$ (42)	$ (32)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (954)	$ (621)	$ (591)
Net income attributable to noncontrolling interest			1
Net loss attributable to controlling interest	(954)	(621)	(592)
Components of net periodic benefit costs before reclassifications	6	(109)	175
Components of net periodic benefit costs reclassified to net loss		3	10
Other comprehensive income (loss) before income taxes	6	(106)	185
Income taxes related to other comprehensive income (loss)	2	5	(6)
Other comprehensive income (loss)	8	(101)	179
Other comprehensive income (loss) attributable to controlling interest	8	(101)	179
Total comprehensive loss	(946)	(722)	(412)
Total comprehensive income attributable to noncontrolling interest			1
Total comprehensive loss attributable to controlling interest	$ (946)	$ (722)	$ (413)

Contract Intangible Assets

12 Months Ended

Dec. 31, 2023

Contract Intangible Assets

Contract Intangible Assets

Note 6—Contract Intangible Assets

The gross carrying amount and accumulated amortization of our drilling contract intangible assets were as follows (in millions):


	Year ended December 31, 2023						Year ended December 31, 2022
	Gross				Net		Gross				Net
	carrying		Accumulated		carrying		carrying		Accumulated		carrying
	amount		amortization		amount		amount		amortization		amount
Drilling contract intangible assets
Balance, beginning of period	$	907	$	(851)	$	56	$	907	$	(734)	$	173
Amortization		—		(52)		(52)		—		(117)		(117)
Balance, end of period	$	907	$	(903)	$	4	$	907	$	(851)	$	56

We expect to recognize the remaining $4 million balance in contract drilling revenues in the three months ending March 31, 2024.

Equity

12 Months Ended

Dec. 31, 2023

Equity

Equity

Note 14—Equity

Share issuance—In September 2023, we issued 11.9 million Transocean Ltd. shares with an aggregate value of $99 million to acquire the outstanding ownership interests of Liquila (see Note 4—Unconsolidated Affiliates and Note 7—Long-Lived Assets). In the year ended December 31, 2023, we issued 65.1 million shares to certain holders that elected to exchange exchangeable bonds under terms of the governing indentures (see Note 9—Debt).

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. In June 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. In August 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 year ended December 31, 2023, we did not issue any shares under the ATM Program. In the years ended December 31, 2022 and 2021, we received aggregate cash proceeds of $263 million and $158 million, respectively, net of issue costs, for the aggregate sale of 61.0 million shares and 36.1 million shares, respectively, under the ATM Program.

Warrants—In September 2022, 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 $16 million, net of issue costs. 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.

Shares held by subsidiaries—One of our subsidiaries holds our shares for future use to deliver shares in connection with sales under the ATM Program and in connection with awards granted under our incentive plans or other rights to acquire our shares. At December 31, 2023 and 2022, our subsidiary held 34.7 million and 75.4 million shares, respectively.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

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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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-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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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Debt (Exchange and Issue) (Details) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended					12 Months Ended
	Oct. 31, 2023 USD ($) shares	Jul. 31, 2023 USD ($) shares	Apr. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)
Debt
Restricted cash and cash equivalents						$ 233	$ 308
Shares issuable (in shares)						434
Aggregate principal amount of debt issued in exchanges							112	$ 294
Shares issued upon conversion (in shares) \| shares	26.5					65.1
Aggregate principal amount to redeem							193	402
Fair value adjustment to bifurcated compound exchange feature						$ 127	157
Interest expense						646	561	447
Number of warrants issued to subscribe \| shares				22.2
Aggregate cash payment							75	90
Proceeds from issuance of debt						$ 1,983	$ 175
Shares issued in exchange (in shares) \| shares	3.1
2022 Private Exchange
Debt
Number of warrants issued to subscribe \| shares				6.7			6.7
Gains (losses) on restructuring				$ 6
Gains (losses) on restructuring (in dollars per share) \| $ / shares				$ 0.01
Exchanged
Debt
Aggregate principal amount of debt issued in exchanges							$ 112	294
Aggregate principal amount to redeem							116	323
Aggregate cash payment								11
0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt instrument interest rate stated percentage						0.50%
Aggregate principal amount to redeem							91	323
Aggregate cash payment					$ 11
Original debt in exchange					323
Gains (losses) on restructuring					$ 51
Gains (losses) on restructuring (in dollars per share) \| $ / shares					$ 0.08
0.50% Exchangeable Senior Bonds due January 2023 \| 2022 Private Exchange
Debt
Original debt in exchange				$ 73
0.50% Exchangeable Senior Bonds due January 2023 \| Exchanged
Debt
Aggregate principal amount to redeem							73	323
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Debt
Debt instrument interest rate stated percentage						2.50%
Debt conversion ratio		0.1621626	0.1621626
Shares issued upon conversion (in shares) \| shares		4.0	34.6
Aggregate principal amount to redeem		$ 25
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 \| Perestroika AS
Debt
Aggregate principal amount of debt issued in exchanges			$ 213
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
Debt
Debt instrument interest rate stated percentage						4.00%
Debt conversion ratio	0.1904762					0.1904762
Debt conversion (in dollars per share) \| $ / shares						$ 5.25
Effective interest rate (as a percent)						6.90%
Fair value of debt						$ 341
Aggregate principal amount of debt issued in exchanges					$ 294			$ 294
Aggregate principal amount to redeem	$ 60
Original debt in exchange					$ 260
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Debt
Debt instrument interest rate stated percentage						4.625%
Debt conversion ratio	0.2906618					0.2906618
Debt conversion (in dollars per share) \| $ / shares						$ 3.44
Effective interest rate (as a percent)						18.30%
Fair value of debt						$ 567
Aggregate principal amount of debt issued in exchanges							112
Aggregate principal amount to redeem	$ 41					41
Debt instrument face value				$ 188
Bifurcated compound exchange feature, at estimated fair value						$ 350	295
Amount to repurchase upon the occurrence of certain events (as a percent)				1.15
Trading days for calculation of average stock price				20 days
Number of warrants issued to subscribe \| shares				15.5
Original debt in exchange				$ 281
Proceeds from issuance of debt				188
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 \| 2022 Private Exchange
Debt
Aggregate principal amount of debt issued in exchanges				73
Debt instrument face value				300
11.50% Senior Guaranteed Notes due January 2027
Debt
Debt instrument interest rate stated percentage						11.50%
8.00% Senior Notes due February 2027
Debt
Debt instrument interest rate stated percentage						8.00%
7.25% Senior Notes due November 2025
Debt
Debt instrument interest rate stated percentage						7.25%
Aggregate principal amount to redeem							57
7.25% Senior Notes due November 2025 \| 2022 Private Exchange
Debt
Aggregate principal amount of debt issued in exchanges				39
Original debt in exchange				$ 43
7.25% Senior Notes due November 2025 \| Exchanged
Debt
Aggregate principal amount to redeem							$ 43
Senior Secured Notes
Debt
Restricted cash and cash equivalents						$ 198
Redemption price of debt instrument (as a percent)						100.00%
Aggregate carrying amount assets pledged						$ 6,130

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Feb. 14, 2024	Jun. 30, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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		809,030,846
Entity Central Index Key	0001451505
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(b) Security	Shares
Trading Symbol	RIG
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	true
Entity Public Float			$ 5,370
Auditor Name	Ernst & Young LLP
Auditor Firm ID	42
Auditor Location	Houston, Texas

Debt (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Principal amount
Total installments	$ 7,413	$ 7,347
Debt due within one year	320	652
Long-term debt	6,712	6,311
Carrying amount
Debt due within one year	370	719
Long-term debt	$ 7,043	6,628
0.50% Exchangeable Senior Bonds due January 2023
Principal amount
Total installments		49
Debt due within one year		49
Carrying amount
Total debt		49
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		243
Debt due within one year		243
Carrying amount
Total debt		242
Debt due within one year		242
Debt instrument interest rate stated percentage	5.375%
5.875% Senior Secured Notes due January 2024
Principal amount
Total installments		352
Debt due within one year		83
Carrying amount
Total debt		350
Debt due within one year		81
Debt instrument interest rate stated percentage	5.875%
7.75% Senior Secured Notes due October 2024
Principal amount
Total installments		240
Debt due within one year		60
Carrying amount
Total debt		238
Debt due within one year		59
Debt instrument interest rate stated percentage	7.75%
6.25% Senior Secured Notes due December 2024
Principal amount
Total installments		250
Debt due within one year		62
Carrying amount
Total debt		248
Debt due within one year		61
Debt instrument interest rate stated percentage	6.25%
6.125% Senior Secured Notes due August 2025
Principal amount
Total installments		336
Debt due within one year		66
Carrying amount
Total debt		332
Debt due within one year		64
Debt instrument interest rate stated percentage	6.125%
7.25% Senior Notes due November 2025
Principal amount
Total installments	$ 354	354
Carrying amount
Total debt	$ 352	351
Debt instrument interest rate stated percentage	7.25%
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
Principal amount
Total installments	$ 234	294
Carrying amount
Total debt	$ 221	271
Debt instrument interest rate stated percentage	4.00%
7.50% Senior Notes due January 2026
Principal amount
Total installments	$ 569	569
Carrying amount
Total debt	$ 567	566
Debt instrument interest rate stated percentage	7.50%
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Principal amount
Total installments		238
Carrying amount
Total debt		265
Debt due within one year		6
Debt instrument interest rate stated percentage	2.50%
11.50% Senior Guaranteed Notes due January 2027
Principal amount
Total installments	$ 687	687
Carrying amount
Total debt	938	1,008
Debt due within one year	$ 71	70
Debt instrument interest rate stated percentage	11.50%
6.875% Senior Secured Notes due February 2027
Principal amount
Total installments	$ 413	482
Debt due within one year	83	69
Carrying amount
Total debt	409	477
Debt due within one year	$ 81	67
Debt instrument interest rate stated percentage	6.875%
8.00% Senior Notes due February 2027
Principal amount
Total installments	$ 612	612
Carrying amount
Total debt	$ 609	608
Debt instrument interest rate stated percentage	8.00%
7.45% Notes due April 2027
Principal amount
Total installments	$ 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	$ 22	22
Carrying amount
Total debt	$ 22	22
Debt instrument interest rate stated percentage	8.00%
4.50% Shipyard Loans due September 2027
Principal amount
Total installments	$ 420	439
Debt due within one year	90	20
Carrying amount
Total debt	384	389
Debt due within one year	$ 75	20
Debt instrument interest rate stated percentage	4.50%
8.375% Senior Secured Notes due February 2028
Principal amount
Total installments	$ 525
Carrying amount
Total debt	$ 518
Debt instrument interest rate stated percentage	8.375%
7.00% Notes due June 2028
Principal amount
Total installments	$ 261	261
Carrying amount
Total debt	$ 264	264
Debt instrument interest rate stated percentage	7.00%
8.00% Senior Secured Notes due September 2028
Principal amount
Total installments	$ 325
Debt due within one year	30
Carrying amount
Total debt	321
Debt due within one year	$ 30
Debt instrument interest rate stated percentage	8.00%
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Principal amount
Total installments	$ 259	300
Carrying amount
Total debt	$ 486	440
Debt instrument interest rate stated percentage	4.625%
8.75% Senior Secured Notes Due February 2030
Principal amount
Total installments	$ 1,116
Debt due within one year	117
Carrying amount
Total debt	1,094
Debt due within one year	$ 113
Debt instrument interest rate stated percentage	8.75%
7.50% Notes due April 2031
Principal amount
Total installments	$ 396	396
Carrying amount
Total debt	$ 395	394
Debt instrument interest rate stated percentage	7.50%
6.80% Senior Notes due March 2038
Principal amount
Total installments	$ 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	$ 177	177
Carrying amount
Total debt	$ 176	176
Debt instrument interest rate stated percentage	7.35%
3.80% Senior Notes due October 2022
Carrying amount
Debt instrument interest rate stated percentage	3.80%
Principal installments
Principal amount
Total installments	$ 7,032	$ 6,963

Debt (Settled) (Details) - USD ($) $ in Millions			1 Months Ended		12 Months Ended
Debt (Settled) (Details) - USD ($) $ in Millions	Jan. 30, 2023	Dec. 15, 2021	Oct. 31, 2023	Feb. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt
Aggregate principal amount of debt retired						$ 193	$ 402
Aggregate cash payment						75	90
Aggregate principal amount of debt issued in exchanges						112	294
Aggregate fair value of warrants issued in exchanges						5
Aggregate net gain (loss)					$ (31)	8	51
Repayments of debt					$ 1,717	554	606
6.375% Senior Notes due December 2021
Debt
Repayments of debt		$ 38
5.52% Senior Secured Notes due May 2022
Debt
Aggregate principal amount of debt retired						18
Debt instrument interest rate stated percentage					5.52%
0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						91	323
Aggregate cash payment				$ 11
Repayments of debt	$ 49
Debt instrument interest rate stated percentage					0.50%
5.375% Senior Secured Notes due May 2023
Debt
Aggregate principal amount of debt retired							11
Debt instrument interest rate stated percentage					5.375%
5.875% Senior Secured Notes due January 2024
Debt
Aggregate principal amount of debt retired							68
Debt instrument interest rate stated percentage					5.875%
7.75% Senior Secured Notes due October 2024
Debt
Debt instrument interest rate stated percentage					7.75%
6.25% Senior Secured Notes due December 2024
Debt
Debt instrument interest rate stated percentage					6.25%
6.125% Senior Secured Notes due August 2025
Debt
Debt instrument interest rate stated percentage					6.125%
7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						57
Debt instrument interest rate stated percentage					7.25%
3.80% Senior Notes due October 2022
Debt
Aggregate principal amount of debt retired						27
Debt instrument interest rate stated percentage					3.80%
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Debt
Aggregate principal amount of debt retired			$ 41		$ 41
Aggregate principal amount of debt issued in exchanges						112
Aggregate net gain (loss)					$ 1
Debt instrument interest rate stated percentage					4.625%
Aggregate of unspecified debt
Debt
Repayments of debt					$ 262	479	478
Redeemed
Debt
Aggregate principal amount of debt retired					1,380	77	79
Aggregate cash payment					1,402	75	79
Aggregate net gain (loss)					(32)	2
Redeemed \| 5.52% Senior Secured Notes due May 2022
Debt
Aggregate principal amount of debt retired						18
Redeemed \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						18
Redeemed \| 5.375% Senior Secured Notes due May 2023
Debt
Aggregate principal amount of debt retired					243		11
Redeemed \| 5.875% Senior Secured Notes due January 2024
Debt
Aggregate principal amount of debt retired					311		68
Redeemed \| 7.75% Senior Secured Notes due October 2024
Debt
Aggregate principal amount of debt retired					240
Redeemed \| 6.25% Senior Secured Notes due December 2024
Debt
Aggregate principal amount of debt retired					250
Redeemed \| 6.125% Senior Secured Notes due August 2025
Debt
Aggregate principal amount of debt retired					$ 336
Redeemed \| 7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						14
Redeemed \| 3.80% Senior Notes due October 2022
Debt
Aggregate principal amount of debt retired						27
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
Aggregate net gain (loss)						6	51
Exchanged \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Aggregate principal amount of debt retired						73	$ 323
Exchanged \| 7.25% Senior Notes due November 2025
Debt
Aggregate principal amount of debt retired						$ 43

Significant Accounting Policies (Pensions) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pension and other postretirement benefits
Recognition period of investment gains or losses related to asset valuation for determining net periodic benefit cost	5 years
Conditional amortization gains or losses as percentage of greater of plan assets or liabilities, minimum	10.00%
Pension liability, current and noncurrent	$ 125	$ 174
Pension asset, non-current	$ 31	$ 44

- Definition

Amount of asset, recognized in statement of financial position, for overfunded defined benefit pension and other postretirement plans.

+ References + Details

Commitments and Contingencies (PurchOb) (Details) $ in Millions	Dec. 31, 2023 USD ($)
Supply agreement
Future Purchase obligations
2024	$ 131
2025	145
2026	149
2027	121
2028	73
Thereafter	109
Total	728
New builds
Future Purchase obligations
2024	19
2025	2
Total	$ 21

Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Other current liabilities
Accrued employee benefits and payroll-related liabilities	$ 145	$ 156
Accrued interest	146	113
Accrued taxes, other than income	47	41
Finance lease liability	$ 43	$ 40
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total other current liabilities	Total other current liabilities
Operating lease liabilities	$ 12	$ 7
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Total other current liabilities	Total other current liabilities
Deferred revenues	$ 165	$ 124
Contingent liabilities	116	58
Other	7
Total other current liabilities	681	539
Other long-term liabilities
Postemployment benefit plan obligations	121	170
Finance lease liability	$ 276	$ 323
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Total other long-term liabilities	Total other long-term liabilities
Operating lease liabilities	$ 108	$ 100
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Total other long-term liabilities	Total other long-term liabilities
Income taxes payable	$ 80	$ 129
Deferred revenues	233	204
Other	40	39
Total other long-term liabilities	$ 858	$ 965

Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2023

Long-Lived Assets

Schedule of long-lived assets of the entity's continuing operations by country


	December 31,
	2023		2022
Long-lived assets
U.S.	$	7,472	$	6,514
Greece		2,652		3,022
Norway		2,103		3,255
Other countries (a)		5,200		5,171
Total long-lived assets	$	17,427	$	17,962

(a)

The aggregate carrying amount of long-lived assets located in other countries that individually represented less than 10 percent of total long-lived assets.

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


	Years ended December 31,

	2023		2022		2021
Construction work in progress, beginning of period	$	1,195	$	1,017	$	828

Capital expenditures
Newbuild construction program		331		669		174
Other equipment and construction projects		96		48		34
Total capital expenditures		427		717		208
Non-cash capital additions acquired in exchange for issuance of shares		126		—		—
Non-cash capital additions financed under Shipyard Loans		—		382		—
Changes in accrued capital additions		5		3		13

Property and equipment placed into service
Newbuild construction program		(1,157)		(882)		—
Other equipment and construction projects		(74)		(42)		(32)
Construction work in progress, end of period	$	522	$	1,195	$	1,017

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Information

Schedule of changes in other operating assets and liabilities


	Years ended December 31,
	2023		2022		2021
Changes in other operating assets and liabilities
(Increase) decrease in accounts receivable	$	(99)	$	(15)	$	137
Increase in other assets		(98)		(12)		(13)
Increase (decrease) in accounts payable and other current liabilities		135		8		(52)
Decrease in other long-term liabilities		(7)		(2)		(3)
Change in income taxes receivable / payable, net		(36)		(42)		(17)
Change in receivables from / payables to affiliates, net		(8)		(12)		(15)
	$	(113)	$	(75)	$	37

Additional cash flow information

Additional cash flow information was as follows (in millions):


		Years ended December 31,
		2023		2022		2021
Certain cash operating activities
Cash payments for interest		$	408	$	355	$	429
Cash payments for income taxes			41		66		57

Non-cash investing and financing activities
Capital additions accrued at end of period	(a)	$	36	$	31	$	28
Capital additions acquired in exchange for debt	(b)		—		382		—
Acquisition of outstanding ownership interests in exchange for shares	(c)		99		—		—
Debt investment exchanged for equity ownership interests	(d)		37		—		—
Finance lease installments settled with credits issued to customer	(e)		44		41		—
Shares issued in exchanges of exchangeable bonds	(f)		434		—		—
Debt and warrants issued in exchange transactions	(g)		—		110		260

(a)

Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 7—Long-Lived Assets.

(b)

(c)

(d)

In September 2023, we agreed to exchange borrowings due to us under a financing arrangement with Orion for additional equity ownership interests in Orion. See Note 4—Unconsolidated Affiliates.

(e)

(f)

(g)

Revenues (Disaggregation) (Details) - USD ($) $ in Millions	12 Months Ended
Revenues (Disaggregation) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue
Contract drilling revenues	$ 2,832	$ 2,575	$ 2,556
U.S.
Revenue
Contract drilling revenues	1,433	1,135	1,098
Norway
Revenue
Contract drilling revenues	603	835	790
Brazil
Revenue
Contract drilling revenues	298	240	237
Other Countries
Revenue
Contract drilling revenues	498	365	431
Ultra-deepwater floaters
Revenue
Contract drilling revenues	2,072	1,708	1,720
Ultra-deepwater floaters \| U.S.
Revenue
Contract drilling revenues	1,433	1,135	1,096
Ultra-deepwater floaters \| Brazil
Revenue
Contract drilling revenues	298	240	237
Ultra-deepwater floaters \| Other Countries
Revenue
Contract drilling revenues	341	333	387
Harsh environment floaters
Revenue
Contract drilling revenues	760	867	836
Harsh environment floaters \| U.S.
Revenue
Contract drilling revenues			2
Harsh environment floaters \| Norway
Revenue
Contract drilling revenues	603	835	790
Harsh environment floaters \| Other Countries
Revenue
Contract drilling revenues	$ 157	$ 32	$ 44

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes

Components of the provision (benefit) for income taxes


	Years ended December 31,
	2023		2022		2021
Current tax expense (benefit)	$	(5)	$	13	$	(7)
Deferred tax expense		18		46		128
Income tax expense	$	13	$	59	$	121

Reconciliation of the differences between income tax expense computed at the Swiss holding company statutory rate and the reported provision for income taxes


	Years ended December 31,
	2023		2022		2021
Income tax benefit at Swiss federal statutory rate	$	(74)	$	(44)	$	(36)
Earnings subject to rates different than the Swiss federal statutory rate		129		52		78
Deemed profits taxes		11		10		17
Withholding taxes		5		12		10
Changes in valuation allowance		(23)		79		1,167
Changes in unrecognized tax benefits, net		(37)		2		(43)
Swiss Federal Act on Tax Reform and AHV Financing		—		96		(1,095)
Audit settlement		—		12		—
Changes due to organizational restructuring		—		(162)		16
Losses on impairment		—		—		5
Other, net		2		2		2
Income tax expense	$	13	$	59	$	121

Significant components of deferred tax assets and liabilities


	December 31,
	2023		2022
Deferred tax assets
Swiss historic depreciation and financing asset costs	$	1,210	$	1,226
Net operating loss carryforwards		1,264		1,115
Interest expense limitation		87		77
United Kingdom charter limitation		53		53
Accrued expenses		47		36
Tax credits		4		11
Deferred income		—		7
Accrued payroll costs not currently deductible		16		18
Loss contingencies		4		4
Other		54		43
Valuation allowance		(1,884)		(1,910)
Total deferred tax assets, net of allowance		855		680

Deferred tax liabilities
Depreciation		(1,342)		(1,150)
Other		(9)		(10)
Total deferred tax liabilities		(1,351)		(1,160)

Deferred tax assets (liabilities), net	$	(496)	$	(480)

Reconciliation of unrecognized tax benefits, excluding interest and penalties


	Years ended December 31,
		2023		2022		2021
Balance, beginning of period	$	444	$	402	$	378
Additions for current year tax positions		45		28		28
Additions for prior year tax positions		5		62		46
Reductions related to statute of limitation expirations and changes in law		(14)		(13)		(19)
Reductions due to settlements		(5)		(5)		(31)
Reductions for prior year tax positions		(26)		(30)		—
Balance, end of period	$	449	$	444	$	402

Schedule of unrecognized tax benefits, including related interest and penalties


	December 31,
		2023		2022
Unrecognized tax benefits, excluding interest and penalties	$	449	$	444
Interest and penalties		9		27
Unrecognized tax benefits, including interest and penalties	$	458	$	471

Revenues (Contract liabilities) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Contract balances
Deferred contract revenues, recorded in other current liabilities	$ 165	$ 124
Deferred contract revenues, recorded in other long-term liabilities	233	204
Total contract liabilities	$ 398	$ 328	$ 348

Leases (Lease costs) (Details) - USD ($) $ in Millions	12 Months Ended
Leases (Lease costs) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Short-term lease costs	$ 4	$ 14	$ 17
Operating lease costs	14	12	12
Finance lease costs, amortization of right-of-use asset	20	20	20
Finance lease costs, interest on lease liability	27	30	33
Total lease costs	$ 65	$ 76	$ 82

Postemployment Benefit Plans

12 Months Ended

Dec. 31, 2023

Postemployment Benefit Plans

Postemployment Benefit Plans

Note 10—Postemployment Benefit Plans

Defined contribution plans

We sponsor defined contribution plans for our employees in most markets in which we operate worldwide, the most significant of which were as follows: (1) a qualified savings plan covering certain eligible employees working in the U.S., (2) various savings plans covering eligible employees working in Norway, (3) a non-qualified savings plan covering certain eligible employees working outside the U.S., the United Kingdom (“U.K.”) and Norway and (4) a qualified savings plan covering certain eligible employees working in the U.K. In the years ended December 31, 2023, 2022 and 2021, we recognized expense of $58 million, $61 million and $52 million, respectively, recorded in the same financial statement line item as cash compensation paid to the respective employees, related to our defined contribution plans.

Defined benefit pension and other postemployment benefit plans

Overview—As of December 31, 2023, we had defined benefit plans in the U.S., including three funded and three unfunded defined benefit plans (the “U.S. Plans”), and in the U.K., we had one funded defined benefit plan (the “U.K. Plan”). During the year ended December 31, 2021, as required by local authorities, we terminated our remaining plans in Norway (together with the U.K. Plan, the “Non-U.S. Plans”). We also maintain certain unfunded other postemployment benefit plans (collectively, the “OPEB Plans”), under which benefits to eligible participants diminish during a phase-out period ending December 31, 2025. We maintain the benefit obligations under our defined benefit plans until they are fully satisfied.

Net periodic benefit costs—We estimated our net periodic benefit costs using the following weighted average assumptions:


	Year ended December 31, 2023						Year ended December 31, 2022						Year ended December 31, 2021
	U.S.		U.K.		OPEB		U.S.		U.K.		OPEB		U.S.		Non-U.S.		OPEB
	Plans		Plan		Plans		Plans		Plan		Plans		Plans		Plans		Plans
Discount rate	5.06	%	4.80	%	4.92	%	2.92	%	1.90	%	1.83	%	2.60	%	1.50	%	1.21	%
Expected rate of return	6.41	%	5.00	%	na		4.81	%	2.00	%	na		5.51	%	3.20	%	na

“na” means not applicable.

The components of net periodic benefit costs, recognized in other income and expense, were as follows (in millions):


	Year ended December 31, 2023								Year ended December 31, 2022								Year ended December 31, 2021
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB				U.S.		Non-U.S.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total		Plans		Plans		Plans		Total
Net periodic benefit costs
Interest cost	$	65	$	9	$	—	$	74	$	50	$	6	$	—	$	56	$	47	$	6	$	—	$	53
Expected return on plan assets		(84)		(11)		—		(95)		(65)		(7)		—		(72)		(66)		(13)		—		(79)
Settlements and curtailments		—		—		—		—		—		—		—		—		—		(2)		—		(2)
Actuarial loss, net		—		2		—		2		5		—		—		5		11		1		—		12
Prior service gain, net		—		—		(2)		(2)		—		—		(2)		(2)		—		—		(2)		(2)
Net periodic benefit costs (income)	$	(19)	$	—	$	(2)	$	(21)	$	(10)	$	(1)	$	(2)	$	(13)	$	(8)	$	(8)	$	(2)	$	(18)

Funded status—We estimated our benefit obligations using the following weighted-average assumptions:


	December 31, 2023						December 31, 2022
	U.S.		U.K.		OPEB		U.S.		U.K.		OPEB
	Plans		Plan		Plans		Plans		Plan		Plans
Discount rate	4.88	%	4.50	%	4.80	%	5.06	%	4.80	%	4.92	%
Expected long-term rate of return	6.80	%	5.10	%	na		6.41	%	5.00	%	na

“na” means not applicable.

The changes in funded status, balance sheet classifications and accumulated benefit obligations were as follows (in millions):


	Year ended December 31, 2023								Year ended December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	1,307	$	188	$	10	$	1,505	$	1,724	$	348	$	13	$	2,085
Actuarial (gain) loss, net		32		11		—		43		(391)		(119)		(1)		(511)
Interest cost		65		9		—		74		50		6		—		56
Currency exchange rate (gain) loss		—		11		—		11		—		(37)		—		(37)
Benefits paid		(76)		(11)		(2)		(89)		(76)		(10)		(2)		(88)
Projected benefit obligation, end of period		1,328		208		8		1,544		1,307		188		10		1,505

Change in plan assets
Fair value of plan assets, beginning of period		1,143		232		—		1,375		1,621		434		—		2,055
Actual return (loss) on plan assets		138		6		—		144		(403)		(147)		—		(550)
Currency exchange rate gain (loss)		—		12		—		12		—		(45)		—		(45)
Employer contributions		6		—		2		8		1		—		2		3
Benefits paid		(76)		(11)		(2)		(89)		(76)		(10)		(2)		(88)
Fair value of plan assets, end of period		1,211		239		—		1,450		1,143		232		—		1,375

Funded status asset (liability), end of period	$	(117)	$	31	$	(8)	$	(94)	$	(164)	$	44	$	(10)	$	(130)

Balance sheet classification, end of period:
Pension asset, non-current	$	—	$	31	$	—	$	31	$	—	$	44	$	—	$	44
Pension liability, current		(1)		—		(3)		(4)		(1)		—		(3)		(4)
Pension liability, non-current		(116)		—		(5)		(121)		(163)		—		(7)		(170)
Accumulated other comprehensive loss (income), before taxes		144		90		(6)		228		166		76		(8)		234

Accumulated benefit obligation, end of period	$	1,328	$	208	$	8	$	1,544	$	1,307	$	188	$	10	$	1,505

Because our defined benefit plans no longer accrue benefits for participants, the projected benefit obligation is equivalent to the accumulated benefit obligation. Certain amounts related to plans with a projected benefit obligation and accumulated benefit obligation in excess of plan assets were as follows (in millions):


	December 31, 2023								December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Projected benefit obligation / accumulated benefit obligation	$	1,328	$	—	$	8	$	1,336	$	1,307	$	—	$	10	$	1,317
Fair value of plan assets		1,211		—		—		1,211		1,143		—		—		1,143

The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows (in millions):


	December 31, 2023								December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Actuarial (gain) loss, net	$	144	$	88	$	(1)	$	231	$	166	$	74	$	(1)	$	239
Prior service cost (credit), net		—		2		(5)		(3)		—		2		(7)		(5)
Accumulated other comprehensive loss (income), before taxes	$	144	$	90	$	(6)	$	228	$	166	$	76	$	(8)	$	234

Plan assets—The weighted-average target and actual allocations of assets for the funded defined benefit plans were as follows:


	December 31, 2023								December 31, 2022
	Target allocation				Actual allocation				Target allocation				Actual allocation
	U.S.		U.K.		U.S.		U.K.		U.S.		U.K.		U.S.		U.K.
	Plans		Plan		Plans		Plan		Plans		Plan		Plans		Plan
Equity securities	38	%	20	%	37	%	21	%	38	%	20	%	38	%	24	%
Fixed income securities	62	%	73	%	62	%	72	%	62	%	80	%	61	%	74	%
Other investments	—	%	7	%	1	%	7	%	—		—	%	1		2	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

We periodically review our investment policies, plan assets and asset allocation strategies to evaluate performance relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review the results of regression models to assess the most appropriate target allocation for each plan, given the plan’s status, demographics and duration. For the U.K. Plan, the plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and in consultation with financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given established ranges within which the investments may deviate from the target allocations.

The investments for the funded defined benefit plans were categorized as follows (in millions):


	December 31, 2023
	Significant observable inputs						Significant other observable inputs						Total
	U.S.		U.K.				U.S.		U.K.				U.S.		U.K.
	Plans		Plan		Total		Plans		Plan		Total		Plans		Plan		Total
Mutual funds
U.S. equity funds	$	316	$	—	$	316	$	—	$	—	$	—	$	316	$	—	$	316
Non-U.S. equity funds		139		—		139		—		51		51		139		51		190
Bond funds		746		—		746		4		171		175		750		171		921
Total mutual funds		1,201		—		1,201		4		222		226		1,205		222		1,427

Other investments
Cash and money market funds		6		1		7		—		—		—		6		1		7
Synthetic leveraged credit fund		—		—		—		—		16		16		—		16		16
Total other investments		6		1		7		—		16		16		6		17		23

Total investments	$	1,207	$	1	$	1,208	$	4	$	238	$	242	$	1,211	$	239	$	1,450


	December 31, 2022
	Significant observable inputs						Significant other observable inputs						Total
	U.S.		U.K.				U.S.		U.K.				U.S.		U.K.
	Plans		Plan		Total		Plans		Plan		Total		Plans		Plan		Total
Mutual funds
U.S. equity funds	$	301	$	—	$	301	$	—	$	—	$	—	$	301	$	—	$	301
Non-U.S. equity funds		132		—		132		4		57		61		136		57		193
Bond funds		698		—		698		2		171		173		700		171		871
Total mutual funds		1,131		—		1,131		6		228		234		1,137		228		1,365

Other investments
Cash and money market funds		6		4		10		—		—		—		6		4		10

Total investments	$	1,137	$	4	$	1,141	$	6	$	228	$	234	$	1,143	$	232	$	1,375

We estimated the fair values of the plan assets by applying the market approach, as categorized above, using either (i) significant observable inputs, representative of Level 1 fair value measurements, including market prices of actively traded funds, or (ii) significant other observable inputs, representative of Level 2 fair value measurements, including market prices of the underlying securities in the trust funds. The U.S. Plans and the U.K. Plan invest in passively and actively managed funds that are referenced to or benchmarked against market indices. The plan investment managers have discretion to select securities within each asset category. Given this discretion, the plans may occasionally hold either long or short positions in our debt or equity securities. Since plan investment managers are required to maintain well diversified portfolios, the actual investment in our securities would be immaterial relative to asset categories and the overall plan assets.

Funding contributions and benefit payments—In the years ended December 31, 2023, 2022 and 2021, we made an aggregate contribution of $8 million, $3 million and $10 million, respectively, to the defined benefit pension plans and the OPEB Plans using our cash flows from operations. In the year ending December 31, 2024, we expect to make an aggregate contribution of $4 million, including $1 million and $3 million to the defined benefit pension plans and the OPEB Plans, respectively.

The projected benefits payments were as follows (in millions):


	U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total
Years ending December 31,
2024	$	84	$	6	$	3	$	93
2025		84		7		3		94
2026		84		8		1		93
2027		85		8		—		93
2028		85		9		—		94
2029 - 2033		427		58		1		486

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of lease costs


	Years ended December 31,
Lease costs	2023		2022		2021
Short-term lease costs	$	4	$	14	$	17
Operating lease costs		14		12		12
Finance lease costs, amortization of right-of-use asset		20		20		20
Finance lease costs, interest on lease liability		27		30		33
Total lease costs	$	65	$	76	$	82

Schedule of lease cash flow information


	Years ended December 31,
	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	17	$	14	$	13
Operating cash flows from finance lease		—		8		37
Financing cash flows from finance lease		—		3		33

Schedule of future minimum payments on operating leases


	Operating		Finance
	leases		lease
Years ending December 31,
2024	$	19	$	65
2025		19		70
2026		18		71
2027		15		70
2028		13		71
Thereafter		89		47
Total future minimum rental payment		173		394
Less amount representing imputed interest		(53)		(75)
Present value of future minimum rental payments		120		319
Current portion, recorded in other current liabilities		12		43
Long-term lease liabilities, recorded in other long-term liabilities	$	108	$	276

Schedule of future minimum payments on finance leases


	Operating		Finance
	leases		lease
Years ending December 31,
2024	$	19	$	65
2025		19		70
2026		18		71
2027		15		70
2028		13		71
Thereafter		89		47
Total future minimum rental payment		173		394
Less amount representing imputed interest		(53)		(75)
Present value of future minimum rental payments		120		319
Current portion, recorded in other current liabilities		12		43
Long-term lease liabilities, recorded in other long-term liabilities	$	108	$	276

Long-Lived Assets (Impairment held for sale) (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares
Long-Lived Assets
Aggregate loss on impairment of assets held for sale	$ 57
Loss associated with impairment, net of tax (per share) \| $ / shares	$ 0.07
Aggregate loss on impairment of assets held for sale, tax effect	$ 0

Commitments and Contingencies (Legal proceedings) (Details)	Dec. 31, 2023 lawsuit
Asbestos litigation
Contingencies
Number of claims	257

Long- Lived Assets

12 Months Ended

Dec. 31, 2023

Long-Lived Assets

Long -Lived Assets

Note 7—Long-Lived Assets

Disaggregation—The aggregate carrying amount of our long-lived assets, including our property and equipment and our right-of-use assets, disaggregated by country in which they were located, was as follows (in millions):


	December 31,
	2023		2022
Long-lived assets
U.S.	$	7,472	$	6,514
Greece		2,652		3,022
Norway		2,103		3,255
Other countries (a)		5,200		5,171
Total long-lived assets	$	17,427	$	17,962

(a)

The aggregate carrying amount of long-lived assets located in other countries that individually represented less than 10 percent of total long-lived assets.

Because the majority of our assets are mobile, the geographic locations of such assets at the end of the periods are not necessarily indicative of the geographic distribution of the operating revenues generated by such assets during the periods presented. Our international operations are subject to certain political and other uncertainties, including risks of war and civil disturbances or other market disrupting events, expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards associated with certain areas in which we operate. Although we are organized under the laws of Switzerland, we have minimal assets located in Switzerland, and we do not conduct any operations or earn operating revenues in Switzerland.

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


	Years ended December 31,

	2023		2022		2021
Construction work in progress, beginning of period	$	1,195	$	1,017	$	828

Capital expenditures
Newbuild construction program		331		669		174
Other equipment and construction projects		96		48		34
Total capital expenditures		427		717		208
Non-cash capital additions acquired in exchange for issuance of shares		126		—		—
Non-cash capital additions financed under Shipyard Loans		—		382		—
Changes in accrued capital additions		5		3		13

Property and equipment placed into service
Newbuild construction program		(1,157)		(882)		—
Other equipment and construction projects		(74)		(42)		(32)
Construction work in progress, end of period	$	522	$	1,195	$	1,017

In the years ended December 31, 2023, 2022 and 2021, we capitalized interest costs of $39 million, $73 million and $50 million, respectively, for our construction work in progress.

Acquisition—In September 2023, we acquired $126 million of property and equipment associated with Deepwater Aquila, an ultra-deepwater drillship under construction for Liquila, together with $7 million of cash and cash equivalents, and we assumed $19 million of accounts payable. See Note 4—Unconsolidated Affiliates and Note 14—Equity.

Disposals—During the year ended December 31, 2023, in connection with our investment in a partial ownership interest in GSR, we made a non-cash contribution of the cold-stacked ultra-deepwater floater Ocean Rig Olympia and related assets. In the year ended December 31, 2023, we recognized a loss of $169 million ($0.22 per diluted share), which had no tax effect, associated with the disposal of the rig and related assets (see Note 4—Unconsolidated Affiliates). During the year ended December 31, 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 year ended December 31, 2021, we received net cash proceeds of $4 million, and recognized an aggregate net loss of $57 million ($0.09 per diluted share), which had no tax effect, associated with the disposal of the rig and related assets. In the years ended December 31, 2023, 2022 and 2021, we received aggregate net cash proceeds of $4 million, $7 million and $5 million, respectively and recognized an aggregate net loss of $14 million, $10 million and $5 million, respectively, associated with the disposal of assets unrelated to rig sales.

Impairment—In June 2023, we committed to the sale of the harsh environment floaters Paul B. Loyd, Jr. and Transocean Leader and related assets for expected aggregate net cash proceeds of $49 million. In the year ended December 31, 2023, we recognized an aggregate loss of $57 million ($0.07 per diluted share), which had no tax effect, associated with the impairment of the rigs and related assets, which we determined were impaired at the time that we classified the assets as held for sale. We measured the impairment of the rigs and related assets as the amount by which the carrying amount exceeded the estimated fair value less costs to sell. We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including a binding contract for the sale of the rigs and related assets.

Assets held for sale—At December 31, 2023, the aggregate carrying amount of our assets held for sale, including Paul B. Loyd, Jr. and Transocean Leader and related assets, was $49 million, recorded in other current assets.

Postemployment Benefit Plans (Assets) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair value of plan assets
Total investments	$ 1,450	$ 1,375	$ 2,055
Funding contributions
Employer contributions	8	$ 3	10
Expected defined plan contributions next year	4
Projected pension benefits payments
2024	93
2025	94
2026	93
2027	93
2028	94
2029-2033	$ 486
U.S.
Weighted-average target allocations of the investments
Total target allocation percentage	100.00%
Total actual allocation percentage	100.00%	100.00%
U.S. \| Equity securities
Weighted-average target allocations of the investments
Total target allocation percentage	38.00%
Total actual allocation percentage	37.00%	38.00%
U.S. \| Fixed income securities
Weighted-average target allocations of the investments
Total target allocation percentage	62.00%
Total actual allocation percentage	62.00%	61.00%
U.S. \| Other investments
Weighted-average target allocations of the investments
Total actual allocation percentage	1.00%	1.00%
U.K.
Weighted-average target allocations of the investments
Total target allocation percentage	100.00%	100.00%
Total actual allocation percentage	100.00%	100.00%
U.K. \| Equity securities
Weighted-average target allocations of the investments
Total target allocation percentage	20.00%	20.00%
Total actual allocation percentage	21.00%	24.00%
U.K. \| Fixed income securities
Weighted-average target allocations of the investments
Total target allocation percentage	73.00%	80.00%
Total actual allocation percentage	72.00%	74.00%
U.K. \| Other investments
Weighted-average target allocations of the investments
Total target allocation percentage	7.00%
Total actual allocation percentage	7.00%	2.00%
Transocean Plans
Fair value of plan assets
Total investments	$ 1,450	$ 1,375
Funding contributions
Expected defined plan contributions next year	1
Transocean Plans \| Significant observable inputs
Fair value of plan assets
Total investments	1,208	1,141
Transocean Plans \| Significant other observable inputs
Fair value of plan assets
Total investments	242	234
Transocean Plans \| Mutual funds
Fair value of plan assets
Total investments	1,427	1,365
Transocean Plans \| Mutual funds \| Significant observable inputs
Fair value of plan assets
Total investments	1,201	1,131
Transocean Plans \| Mutual funds \| Significant other observable inputs
Fair value of plan assets
Total investments	226	234
Transocean Plans \| U.S. equity funds
Fair value of plan assets
Total investments	316	301
Transocean Plans \| U.S. equity funds \| Significant observable inputs
Fair value of plan assets
Total investments	316	301
Transocean Plans \| Non-U.S. equity funds
Fair value of plan assets
Total investments	190	193
Transocean Plans \| Non-U.S. equity funds \| Significant observable inputs
Fair value of plan assets
Total investments	139	132
Transocean Plans \| Non-U.S. equity funds \| Significant other observable inputs
Fair value of plan assets
Total investments	51	61
Transocean Plans \| Bond funds
Fair value of plan assets
Total investments	921	871
Transocean Plans \| Bond funds \| Significant observable inputs
Fair value of plan assets
Total investments	746	698
Transocean Plans \| Bond funds \| Significant other observable inputs
Fair value of plan assets
Total investments	175	173
Transocean Plans \| Other investments
Fair value of plan assets
Total investments	23
Transocean Plans \| Other investments \| Significant observable inputs
Fair value of plan assets
Total investments	7
Transocean Plans \| Other investments \| Significant other observable inputs
Fair value of plan assets
Total investments	16
Transocean Plans \| Cash and money market funds
Fair value of plan assets
Total investments	7	10
Transocean Plans \| Cash and money market funds \| Significant observable inputs
Fair value of plan assets
Total investments	7	10
Transocean Plans \| Synthetic leveraged credit fund
Fair value of plan assets
Total investments	16
Transocean Plans \| Synthetic leveraged credit fund \| Significant other observable inputs
Fair value of plan assets
Total investments	16
Transocean Plans \| U.S.
Fair value of plan assets
Total investments	1,211	1,143	1,621
Funding contributions
Employer contributions	6	1
Projected pension benefits payments
2024	84
2025	84
2026	84
2027	85
2028	85
2029-2033	427
Transocean Plans \| U.S. \| Significant observable inputs
Fair value of plan assets
Total investments	1,207	1,137
Transocean Plans \| U.S. \| Significant other observable inputs
Fair value of plan assets
Total investments	4	6
Transocean Plans \| U.S. \| Mutual funds
Fair value of plan assets
Total investments	1,205	1,137
Transocean Plans \| U.S. \| Mutual funds \| Significant observable inputs
Fair value of plan assets
Total investments	1,201	1,131
Transocean Plans \| U.S. \| Mutual funds \| Significant other observable inputs
Fair value of plan assets
Total investments	4	6
Transocean Plans \| U.S. \| U.S. equity funds
Fair value of plan assets
Total investments	316	301
Transocean Plans \| U.S. \| U.S. equity funds \| Significant observable inputs
Fair value of plan assets
Total investments	316	301
Transocean Plans \| U.S. \| Non-U.S. equity funds
Fair value of plan assets
Total investments	139	136
Transocean Plans \| U.S. \| Non-U.S. equity funds \| Significant observable inputs
Fair value of plan assets
Total investments	139	132
Transocean Plans \| U.S. \| Non-U.S. equity funds \| Significant other observable inputs
Fair value of plan assets
Total investments		4
Transocean Plans \| U.S. \| Bond funds
Fair value of plan assets
Total investments	750	700
Transocean Plans \| U.S. \| Bond funds \| Significant observable inputs
Fair value of plan assets
Total investments	746	698
Transocean Plans \| U.S. \| Bond funds \| Significant other observable inputs
Fair value of plan assets
Total investments	4	2
Transocean Plans \| U.S. \| Other investments
Fair value of plan assets
Total investments	6
Transocean Plans \| U.S. \| Other investments \| Significant observable inputs
Fair value of plan assets
Total investments	6
Transocean Plans \| U.S. \| Cash and money market funds
Fair value of plan assets
Total investments	6	6
Transocean Plans \| U.S. \| Cash and money market funds \| Significant observable inputs
Fair value of plan assets
Total investments	6	6
Transocean Plans \| Non-U.S. Plans
Fair value of plan assets
Total investments		232	$ 434
Transocean Plans \| U.K.
Fair value of plan assets
Total investments	239	232
Projected pension benefits payments
2024	6
2025	7
2026	8
2027	8
2028	9
2029-2033	58
Transocean Plans \| U.K. \| Significant observable inputs
Fair value of plan assets
Total investments	1	4
Transocean Plans \| U.K. \| Significant other observable inputs
Fair value of plan assets
Total investments	238	228
Transocean Plans \| U.K. \| Mutual funds
Fair value of plan assets
Total investments	222	228
Transocean Plans \| U.K. \| Mutual funds \| Significant other observable inputs
Fair value of plan assets
Total investments	222	228
Transocean Plans \| U.K. \| Non-U.S. equity funds
Fair value of plan assets
Total investments	51	57
Transocean Plans \| U.K. \| Non-U.S. equity funds \| Significant other observable inputs
Fair value of plan assets
Total investments	51	57
Transocean Plans \| U.K. \| Bond funds
Fair value of plan assets
Total investments	171	171
Transocean Plans \| U.K. \| Bond funds \| Significant other observable inputs
Fair value of plan assets
Total investments	171	171
Transocean Plans \| U.K. \| Other investments
Fair value of plan assets
Total investments	17
Transocean Plans \| U.K. \| Other investments \| Significant observable inputs
Fair value of plan assets
Total investments	1
Transocean Plans \| U.K. \| Other investments \| Significant other observable inputs
Fair value of plan assets
Total investments	16
Transocean Plans \| U.K. \| Cash and money market funds
Fair value of plan assets
Total investments	1	4
Transocean Plans \| U.K. \| Cash and money market funds \| Significant observable inputs
Fair value of plan assets
Total investments	1	4
Transocean Plans \| U.K. \| Synthetic leveraged credit fund
Fair value of plan assets
Total investments	16
Transocean Plans \| U.K. \| Synthetic leveraged credit fund \| Significant other observable inputs
Fair value of plan assets
Total investments	16
OPEB Plans
Funding contributions
Employer contributions	2	$ 2
Expected defined plan contributions next year	3
Projected pension benefits payments
2024	3
2025	3
2026	1
2029-2033	$ 1

Financial Instruments

12 Months Ended

Dec. 31, 2023

Financial Instruments

Financial Instruments

Note 18—Financial Instruments

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


	December 31, 2023				December 31, 2022
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	762	$	762	$	683	$	683
Restricted cash and cash equivalents		233		233		308		308
Long-term loans receivable from unconsolidated affiliates		6		6		41		43
Total debt		7,413		7,308		7,347		6,412

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 9—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

Leases (Finance lease) (Details)	12 Months Ended
Leases (Finance lease) (Details)	Dec. 31, 2023 USD ($)
Leases
Implicit interest rate (as a percent)	7.80%
End of lease obligation	$ 1

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share Based Compensation

Summary of activity for vested and unvested stock options outstanding


				Weighted-average
	Number	Weighted-average		remaining	Aggregate
	of shares	exercise price		contractual term	intrinsic value
	under option	per share		(years)	(in millions)
Outstanding at January 1, 2023	4,175,520	$	10.63	4.82	$	—
Forfeited	(25,017)		59.30
Expired	(66,574)		59.30
Outstanding at December 31, 2023	4,083,929	$	9.54	3.92	$	—

Vested and exercisable at December 31, 2023	4,083,929	$	9.54	3.92	$	—

Service awards

Share Based Compensation

Summary of unvested deferred units activity


	Number	Weighted-average
	of	grant-date fair value
	units	per unit
Unvested at January 1, 2023	12,047,500	$	3.25
Granted	3,744,049		7.23
Vested	(6,200,155)		2.94
Forfeited	(31,386)		3.56
Unvested at December 31, 2023	9,560,008	$	5.01

Performance awards

Share Based Compensation

Summary of unvested deferred units activity


	Number	Weighted-average
	of	grant-date fair value
	units	per unit
Unvested at January 1, 2023	6,545,369	$	3.81
Granted	1,912,292		6.74
Vested	(3,025,512)		3.70
Unvested at December 31, 2023	5,432,149	$	4.91

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
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+ Details

Unconsolidated Affiliates (Details) shares in Millions, $ in Millions		1 Months Ended				12 Months Ended
	Sep. 15, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Feb. 28, 2023 USD ($)	Nov. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Investments
Equity in losses						$ (14.0)	$ (24.0)	$ (10.0)
Aggregate carrying amount of equity investment						216.0	113.0
Investment in unconsolidated affiliate						10.0	42.0	1.0
Related party accounts payable						323.0	281.0
Cash investments in loans to unconsolidated affiliates						3.0	5.0	33.0
Loss on impairment of investment in unconsolidated affiliates						5.0		$ 37.0
Equity Method Investee
Investments
Related party receivable						14.0	32.0
Related party accounts payable						$ 4.0	2.0
Liquila
Investments
Total contractual obligation				$ 200.0
Discount rate
Investments
Investment fair value measurement								0.12
Global Sea Mineral Resources
Investments
Equity ownership (as a percent)						16.00%
Investment in unconsolidated affiliate			$ 10.0
Equity investment non-cash contribution			$ 85.0
Orion/Transocean Norge
Investments
Equity ownership (as a percent)						33.00%
Non-cash net settlement of accounts receivable and payable						$ 25.0
Cash investments in loans to unconsolidated affiliates					$ 33.0
Long-term loans receivable from unconsolidated affiliates						6.0	41.0
Orion/Transocean Norge \| Equity Method Investee
Investments
Aggregate carrying amount of equity investment							37.0
Orion/Transocean Norge \| London Interbank Offered Rate [Member]
Investments
Loan receivable interest rate (as a percent)					6.50%
Orion/Transocean Norge \| Orion/Transocean Norge
Investments
Loan payable					$ 100.0
Orion/Transocean Norge \| Reimbursements, Agent Fees and Other Receipts
Investments
Related party transaction						55.0	54.0	$ 24.0
Orion/Transocean Norge \| Services and Equipment
Investments
Related party transaction						49.0	40.0	16.0
Orion/Transocean Norge \| Rent Expense
Investments
Related party transaction						26.0	11.0	12.0
Orion/Transocean Norge \| Charter rig and other equipment
Investments
Related party transaction						$ 27.0	10.0	15.0
Ocean Minerals
Investments
Equity ownership (as a percent)						19.00%
Nauticus Robotics
Investments
Equity ownership (as a percent)						22.00%
Liquila
Investments
Aggregate carrying amount of equity investment							15.0
Investment in unconsolidated affiliate				15.0
Liquila \| Perestroika AS
Investments
Investment in unconsolidated affiliate				$ 10.0
Liquila \| Third Party
Investments
Equity ownership (as a percent)				67.00%
Liquila \| Transocean Inc \| Perestroika AS
Investments
Equity ownership (as a percent)				11.00%
Other Investments
Investments
Related party transaction						$ 12.0	$ 7.0	$ 6.0
Liquila
Investments
Newly issued shares in asset acquisition (in shares) \| shares	11.9	11.9
Value shares issued in asset acquisition	$ 99.0	$ 99.0				$ 99.0
Related party accounts payable		$ 19.0
Liquila \| Perestroika AS
Investments
Newly issued shares in asset acquisition (in shares) \| shares	2.0
Value shares issued in asset acquisition	$ 16.4

Supplemental Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2023

Supplemental Balance Sheet Information

Schedule of other current liabilities


	December 31,
	2023		2022
Other current liabilities
Accrued employee benefits and payroll-related liabilities	$	145	$	156
Accrued interest		146		113
Accrued taxes, other than income		47		41
Finance lease liability		43		40
Operating lease liabilities		12		7
Deferred revenues		165		124
Contingent liabilities		116		58
Other		7		—
Total other current liabilities	$	681	$	539

Schedule of other long term liabilities


	December 31,
	2023		2022
Other long-term liabilities
Postemployment benefit plan obligations	$	121	$	170
Finance lease liability		276		323
Operating lease liabilities		108		100
Income taxes payable		80		129
Deferred revenues		233		204
Other		40		39
Total other long-term liabilities	$	858	$	965

Income Taxes (Reconciliation) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income tax expense reconciliation
Swiss holding company federal statutory rate (as a percent)	7.83%
Income tax benefit at Swiss federal statutory rate	$ (74)	$ (44)	$ (36)
Earnings subject to rates different than the Swiss federal statutory rate	129	52	78
Deemed profits taxes	11	10	17
Withholding taxes	5	12	10
Changes in unrecognized tax benefits, net	(37)	2	(43)
Changes in valuation allowance	(23)	79	1,167
Swiss Federal Act on Tax Reform and AHV Financing		96	(1,095)
Audit settlement		12
Changes due to organizational restructuring		(162)	16
Losses on impairment			5
Other, net	2	2	2
Income tax expense	13	$ 59	$ 121
Swiss historic depreciation and financing asset costs	$ 1,210

Equity (Shares held by subsidiaries) (Details) shares in Millions	Dec. 31, 2023 subsidiary shares	Dec. 31, 2022 shares
Equity
Number of subsidiaries to whom shares were issued \| subsidiary	1
Number of shares held by subsidiary \| shares	34.7	75.4

Debt (Interest Expense) (Details) - USD ($) $ in Millions	12 Months Ended
Debt (Interest Expense) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Interest Expense
Amortization	$ 51	$ 33	$ 25
Bifurcated compound exchange feature	127	157
Total interest expense	646	561	447
Exchangeable bonds
Interest Expense
Contractual interest	24	16	11
Amortization	19	9	5
Bifurcated compound exchange feature	127	157
Total interest expense	$ 170	$ 182	$ 16

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

- Definition

The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.

+ References + Details

Revenues

12 Months Ended

Dec. 31, 2023

Revenues

Revenues

Note 5—Revenues

Overview—We earn revenues primarily by performing the following activities: (i) providing our drilling rig, work crews, related equipment and services necessary to operate the rig (ii) delivering the drilling rig by mobilizing to and demobilizing from the drill location, and (iii) performing certain pre-operating activities, including rig preparation activities or equipment modifications required for the contract. These services represent a single performance obligation under most of our drilling contracts with customers that is satisfied over time, the duration of which varies by contract. At December 31, 2023, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through July 2029.

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


	Year ended December 31, 2023						Year ended December 31, 2022						Year ended December 31, 2021
	Ultra-		Harsh				Ultra-		Harsh				Ultra-		Harsh
	deepwater		environment				deepwater		environment				deepwater		environment
	floaters		floaters		Total		floaters		floaters		Total		floaters		floaters		Total
U.S.	$	1,433	$	—	$	1,433	$	1,135	$	—	$	1,135	$	1,096	$	2	$	1,098
Norway		—		603		603		—		835		835		—		790		790
Brazil		298		—		298		240		—		240		237		—		237
Other countries (a)		341		157		498		333		32		365		387		44		431
Total contract drilling revenues	$	2,072	$	760	$	2,832	$	1,708	$	867	$	2,575	$	1,720	$	836	$	2,556

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

Major customers—For the year ended December 31, 2023, Shell plc (together with its affiliates, “Shell”), Equinor ASA (together with its affiliates, “Equinor”), TotalEnergies SE and Petróleo Brasileiro S.A. (together with its affiliates, “Petrobras”) represented approximately 27 percent, 16 percent, 12 percent and 11 percent, respectively, of our consolidated operating revenues. For the year ended December 31, 2022, Shell, Equinor and Petrobras represented approximately 33 percent, 25 percent and 11 percent, respectively, of our consolidated operating revenues. For the year ended December 31, 2021, Shell and Equinor represented approximately 31 percent and 30 percent, respectively, of our consolidated operating revenues.

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


	December 31,		December 31,
	2023		2022
Deferred contract revenues, recorded in other current liabilities	$	165	$	124
Deferred contract revenues, recorded in other long-term liabilities		233		204
Total contract liabilities	$	398	$	328

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


	Years ended
	December 31,
	2023		2022
Total contract liabilities, beginning of period	$	328	$	348
Decrease due to recognition of revenues for goods and services		(189)		(119)
Increase due to goods and services transferred over time		259		99
Total contract liabilities, end of period	$	398	$	328

Pre-operating costs—In the years ended December 31, 2023, 2022 and 2021, we recognized pre-operating costs of $69 million, $47 million and $48 million, respectively, recorded in operating and maintenance costs. At December 31, 2023 and 2022, the unrecognized pre-operating costs to obtain contracts was $221 million and $26 million, respectively, recorded in other assets, significantly increased as a result of six rigs mobilizing or preparing for contracts that commenced in the three months ended December 31, 2023, or expected to commence in the three months ending March 31, 2024.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Supplemental Cash Flow Information (Details) - USD ($) shares in Millions, $ in Millions		1 Months Ended								12 Months Ended
	Sep. 15, 2023	Oct. 31, 2023	Sep. 30, 2023	Jul. 31, 2023	Apr. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Feb. 28, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022
Changes in other operating assets and liabilities
(Increase) decrease in accounts receivable										$ (99)	$ (15)	$ 137
Increase in other assets										(98)	(12)	(13)
Increase (decrease) in accounts payable and other current liabilities										135	8	(52)
Decrease in other long-term liabilities										(7)	(2)	(3)
Change in income taxes receivable / payable, net										(36)	(42)	(17)
Change in receivables from / payables to affiliates, net										(8)	(12)	(15)
Net change in operating assets and liabilities										(113)	(75)	37
Certain cash operating activities
Cash payments for interest										408	355	429
Cash payments for income taxes										41	66	57
Non-cash investing and financing activities
Capital additions accrued at end of period										36	31	28
Finance lease installments settled with credits issued to customer										$ 44	41
Shares issued in exchanges of exchangeable bonds										434
Warrants issued in exchange transactions						$ 5					5
Shares issued upon conversion (in shares)		26.5								65.1
Debt issued in exchange transactions											112	294
Number of warrants issued to subscribe							22.2
Orion/Transocean Norge
Non-cash investing and financing activities
Exchange										$ 37
Exchanged
Non-cash investing and financing activities
Exchange											110	260
Warrants issued in exchange transactions						5					5
Debt issued in exchange transactions											112	294
2022 Private Exchange
Non-cash investing and financing activities
Warrants issued in exchange transactions						$ 5					$ 5
Number of warrants issued to subscribe						6.7	6.7				6.7
4.50% Shipyard Loan due June 2027
Non-cash investing and financing activities
Capital additions acquired in exchange for debt						$ 82		$ 300			$ 382
Debt instrument face value						$ 439		$ 349			439		$ 90
4.625% Senior Guaranteed Exchangeable Bonds due September 2029
Non-cash investing and financing activities
Exchange											105
Debt instrument face value							$ 188
Debt issued in exchange transactions											$ 112
Number of warrants issued to subscribe							15.5
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 \| 2022 Private Exchange
Non-cash investing and financing activities
Debt instrument face value							$ 300
Debt issued in exchange transactions							$ 73
4.00% Senior Guaranteed Exchangeable Bonds due December 2025
Non-cash investing and financing activities
Exchange												260
Debt issued in exchange transactions									$ 294			$ 294
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Non-cash investing and financing activities
Shares issued upon conversion (in shares)				4.0	34.6
Liquila
Non-cash investing and financing activities
Acquisition of outstanding ownership interests in exchange for shares	$ 99		$ 99							$ 99
Newly issued shares in asset acquisition (in shares)	11.9		11.9

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 13—Commitments and Contingencies

Purchase and service agreement obligations

We have purchase obligations with shipyards and other contractors primarily related to our newbuild construction program for Deepwater Aquila. We also have long-term service agreements with original equipment manufacturers to provide services and parts, primarily related to our pressure control systems and drilling systems. The commitments for our service agreements were estimated based on projected operating activity, and actual operating activity could differ from such estimates. At December 31, 2023, the aggregate future payments required under our purchase obligations and our service agreement obligations were as follows (in millions):


			Service
	Purchase		agreement
	obligations		obligations
Years ending December 31,
2024	$	19	$	131
2025		2		145
2026		—		149
2027		—		121
2028		—		73
Thereafter		—		109
Total	$	21	$	728

Letters of credit and surety bonds

At December 31, 2023 and 2022, we had outstanding letters of credit totaling $16 million and $8 million, respectively, issued under various committed and uncommitted credit lines provided by banks to guarantee various contract bidding, performance activities and customs obligations. At December 31, 2023 and 2022, we also had outstanding surety bonds totaling $198 million and $161 million, respectively, to secure customs obligations related to the importation of our rigs and certain performance and other obligations. At December 31, 2023 and 2022, the aggregate cash collateral held by institutions to secure our letters of credit and surety bonds was $7 million.

Legal proceedings

Asbestos litigation—In 2014, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in complaints 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. One of our subsidiaries has been named in similar complaints filed in Illinois, Missouri and California. At December 31, 2023, seven plaintiffs have claims pending in Louisiana and 15 plaintiffs in the aggregate have claims pending in either Illinois, Missouri, or California, 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 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 December 31, 2023, the subsidiary was a defendant in approximately 257 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, achieved 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 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 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 tax, 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 consolidated statement of financial position, results of operations or cash flows.

Share-Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Compensation

Share-Based Compensation

Note 15—Share-Based Compensation

Overview

We have a long-term incentive plan (the “Long-Term Incentive Plan”) for executives, key employees and non-employee directors under which awards can be granted in the form of restricted share units, restricted shares, stock options, stock appreciation rights and cash performance awards. Awards may be granted as service awards that are earned over a defined service period or as performance awards that are earned based on the achievement of certain market factors or performance targets or a combination of market factors and performance targets. The compensation committee of our board of directors determines the terms and conditions of the awards granted under the Long-Term Incentive Plan. At December 31, 2023, we had 115.7 million shares authorized and 31.2 million shares available to be granted under the Long-Term Incentive Plan. At December 31, 2023, the total unrecognized compensation cost related to our unvested share-based awards was $42 million, which we expect to recognize over a weighted-average period of 1.72 years.

Service awards typically vest either in three equal annual installments beginning on the first anniversary date of the grant or in an aggregate installment at the end of the stated vesting period. Service-based stock options, once fully vested, are typically exercisable during

a seven-year period. Performance awards are typically subject to a three-year measurement period and typically vest in one aggregate installment following the ultimate determination date.

Service awards

Restricted share units—A restricted share unit subject to service requirements is a notional unit that is equal to one share but has no voting rights until the underlying share is issued. The following table summarizes unvested activity during the year ended December 31, 2023 for service-based units granted under our incentive plan:


	Number	Weighted-average
	of	grant-date fair value
	units	per unit
Unvested at January 1, 2023	12,047,500	$	3.25
Granted	3,744,049		7.23
Vested	(6,200,155)		2.94
Forfeited	(31,386)		3.56
Unvested at December 31, 2023	9,560,008	$	5.01

In the year ended December 31, 2023, the service-based units that vested had an aggregate grant-date fair value of $18 million. In the years ended December 31, 2022 and 2021, we granted 6,768,943 and 6,148,361 service-based units, respectively, with a per unit weighted-average grant-date fair value of $3.60 and $3.56, respectively. In the years ended December 31, 2022 and 2021, we had 5,075,374 and 4,368,749 service-based units, respectively, that vested with an aggregate grant-date fair value of $18 million and $16 million, respectively.

Stock options—The following table summarizes activity during the year ended December 31, 2023 for vested and unvested service-based stock options outstanding under our incentive plan:


				Weighted-average
	Number	Weighted-average		remaining	Aggregate
	of shares	exercise price		contractual term	intrinsic value
	under option	per share		(years)	(in millions)
Outstanding at January 1, 2023	4,175,520	$	10.63	4.82	$	—
Forfeited	(25,017)		59.30
Expired	(66,574)		59.30
Outstanding at December 31, 2023	4,083,929	$	9.54	3.92	$	—

Vested and exercisable at December 31, 2023	4,083,929	$	9.54	3.92	$	—

In the years ended December 31, 2022 and 2021, the stock options that vested had an aggregate grant-date fair value of $4 million and $9 million, respectively. At December 31, 2023 and 2022, there were no outstanding unvested stock options to purchase our shares.

Performance awards

Restricted share units—A restricted share unit subject to performance requirements is a notional unit for which the awarded number of shares to be issued per unit remains uncertain until quantified as of the ultimate determination date following completion of the performance period. The following table summarizes unvested activity during the year ended December 31, 2023 for performance-based units under our incentive plan:


	Number	Weighted-average
	of	grant-date fair value
	units	per unit
Unvested at January 1, 2023	6,545,369	$	3.81
Granted	1,912,292		6.74
Vested	(3,025,512)		3.70
Unvested at December 31, 2023	5,432,149	$	4.91

In the years ended December 31, 2023, 2022 and 2021, the performance-based units that vested had an aggregate grant-date fair value of $11 million, $5 million and $11 million, respectively. In the years ended December 31, 2022 and 2021, we granted 3,519,857 and 3,025,512 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $3.91 and $3.70, respectively.

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for credit losses
Reserves and allowances deducted from asset accounts
Balance, beginning of period	$ 2	$ 2	$ 2
Additions: charged to cost and expenses		0
Additions: charged to other accounts		0
Deductions		0
Balance, end of period	2	2	2
Allowance for excess materials and supplies
Reserves and allowances deducted from asset accounts
Balance, beginning of period	199	183	143
Additions: charged to cost and expenses	6	16	43
Additions: charged to other accounts		0
Deductions	(7)	0	(3)
Balance, end of period	198	199	183
Valuation allowance on deferred tax assets
Reserves and allowances deducted from asset accounts
Balance, beginning of period	1,910	1,820	685
Additions: charged to cost and expenses		79	1,167
Additions: charged to other accounts		11
Deductions	(26)	0	(32)
Balance, end of period	$ 1,884	$ 1,910	$ 1,820

Postemployment Benefit Plans (Funded) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$ 1,505	$ 2,085
Actuarial (gains) losses, net	43	(511)
Interest cost	74	56	$ 53
Currency exchange rate (gain) loss	11	(37)
Benefits paid	(89)	(88)
Projected benefit obligation, end of period	1,544	1,505	2,085
Change in plan assets
Fair value of plan assets, beginning of period	1,375	2,055
Actual return (loss) on plan assets	144	(550)
Currency exchange rate gain (loss)	12	(45)
Employer contributions	8	3	10
Benefits paid	(89)	(88)
Fair value of plan assets, end of period	1,450	1,375	2,055
Funded status, asset (liability), end of period	(94)	(130)
Balance sheet classification, end of period:
Pension asset, non-current	31	44
Pension liability, current	(4)	(4)
Pension liability, non-current	(121)	(170)
Accumulated other comprehensive loss (income), before taxes	228	234
Accumulated benefit obligation, end of period	1,544	1,505
Projected benefit obligation in excess of plan assets
Projected benefit obligation	1,336	1,317
Fair value of plan assets	1,211	1,143
Accumulated other comprehensive loss (income) that have not been recognized
Actuarial (gain) loss, net	231	239
Prior service cost (credit), net	(3)	(5)
Accumulated other comprehensive loss (income), before taxes	228	234
Transocean Plans
Change in plan assets
Fair value of plan assets, beginning of period	1,375
Fair value of plan assets, end of period	$ 1,450	$ 1,375
Transocean Plans \| U.S.
Weighted average assumptions
Discount rate (as a percent)	4.88%	5.06%
Expected long-term rate of return (as a percent)	6.80%	6.41%
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$ 1,307	$ 1,724
Actuarial (gains) losses, net	32	(391)
Interest cost	65	50	47
Benefits paid	(76)	(76)
Projected benefit obligation, end of period	1,328	1,307	1,724
Change in plan assets
Fair value of plan assets, beginning of period	1,143	1,621
Actual return (loss) on plan assets	138	(403)
Employer contributions	6	1
Benefits paid	(76)	(76)
Fair value of plan assets, end of period	1,211	1,143	1,621
Funded status, asset (liability), end of period	(117)	(164)
Balance sheet classification, end of period:
Pension liability, current	(1)	(1)
Pension liability, non-current	(116)	(163)
Accumulated other comprehensive loss (income), before taxes	144	166
Accumulated benefit obligation, end of period	1,328	1,307
Projected benefit obligation in excess of plan assets
Projected benefit obligation	1,328	1,307
Fair value of plan assets	1,211	1,143
Accumulated other comprehensive loss (income) that have not been recognized
Actuarial (gain) loss, net	144	166
Accumulated other comprehensive loss (income), before taxes	144	166
Transocean Plans \| Non-U.S. Plans
Change in projected benefit obligation
Projected benefit obligation, beginning of period	188	348
Actuarial (gains) losses, net		(119)
Interest cost		6	6
Currency exchange rate (gain) loss		(37)
Benefits paid		(10)
Projected benefit obligation, end of period		188	348
Change in plan assets
Fair value of plan assets, beginning of period	$ 232	434
Actual return (loss) on plan assets		(147)
Currency exchange rate gain (loss)		(45)
Benefits paid		(10)
Fair value of plan assets, end of period		232	434
Funded status, asset (liability), end of period		44
Balance sheet classification, end of period:
Pension asset, non-current		44
Accumulated other comprehensive loss (income), before taxes		76
Accumulated benefit obligation, end of period		$ 188
Transocean Plans \| U.K.
Weighted average assumptions
Discount rate (as a percent)	4.50%	4.80%
Expected long-term rate of return (as a percent)	5.10%	5.00%
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$ 188
Actuarial (gains) losses, net	11
Interest cost	9
Currency exchange rate (gain) loss	11
Benefits paid	(11)
Projected benefit obligation, end of period	208	$ 188
Change in plan assets
Fair value of plan assets, beginning of period	232
Actual return (loss) on plan assets	6
Currency exchange rate gain (loss)	12
Benefits paid	(11)
Fair value of plan assets, end of period	239	232
Funded status, asset (liability), end of period	31
Balance sheet classification, end of period:
Pension asset, non-current	31
Accumulated other comprehensive loss (income), before taxes	90
Accumulated benefit obligation, end of period	208
Accumulated other comprehensive loss (income) that have not been recognized
Actuarial (gain) loss, net	88	74
Prior service cost (credit), net	2	2
Accumulated other comprehensive loss (income), before taxes	$ 90	$ 76
OPEB Plans
Weighted average assumptions
Discount rate (as a percent)	4.80%	4.92%
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$ 10	$ 13
Actuarial (gains) losses, net		(1)
Benefits paid	(2)	(2)
Projected benefit obligation, end of period	8	10	$ 13
Change in plan assets
Employer contributions	2	2
Benefits paid	(2)	(2)
Funded status, asset (liability), end of period	(8)	(10)
Balance sheet classification, end of period:
Pension liability, current	(3)	(3)
Pension liability, non-current	(5)	(7)
Accumulated other comprehensive loss (income), before taxes	(6)	(8)
Accumulated benefit obligation, end of period	8	10
Projected benefit obligation in excess of plan assets
Projected benefit obligation	8	10
Accumulated other comprehensive loss (income) that have not been recognized
Actuarial (gain) loss, net	(1)	(1)
Prior service cost (credit), net	(5)	(7)
Accumulated other comprehensive loss (income), before taxes	$ (6)	$ (8)

Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings per share
Net loss attributable to controlling interest	$ (954)	$ (621)	$ (592)
Weighted-average shares for per share calculation, basic (in shares)	768.0	699.0	637.0
Weighted-average shares for per share calculation, diluted (in shares)	768.0	699.0	637.0
Loss per share, basic (in dollars per share)	$ (1.24)	$ (0.89)	$ (0.93)
Loss per share, diluted (in dollars per share)	$ (1.24)	$ (0.89)	$ (0.93)
Exchangeable bonds
Earnings per share
Securities excluded from earnings per share calculation (in shares)	150.8	128.1	104.4
Share-based awards
Earnings per share
Securities excluded from earnings per share calculation (in shares)	18.6	15.5	12.6
Warrant
Earnings per share
Securities excluded from earnings per share calculation (in shares)	10.2

Significant Accounting Policies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Functional currency
Net foreign currency exchange gain (loss)	$ 10	$ (8)	$ (1)
Materials and supplies
Materials and supplies, allowance for obsolescence	$ 198	$ 199
Property and equipment
Property and equipment as a percentage of total assets	84.00%
Equity method investments and impairment
Loss on impairment of investment in unconsolidated affiliates	$ 5		$ 37
Drilling rig units
Property and equipment
Estimated original useful life	35 years
Buildings and improvements \| Minimum
Property and equipment
Estimated original useful life	3 years
Buildings and improvements \| Maximum
Property and equipment
Estimated original useful life	30 years
Machinery and equipment \| Minimum
Property and equipment
Estimated original useful life	4 years
Machinery and equipment \| Maximum
Property and equipment
Estimated original useful life	20 years

Accounting Standards Update

12 Months Ended

Dec. 31, 2023

Accounting Standards Update

Accounting Standards Update

Note 3—Accounting Standards Update

Recently issued accounting standards updates not yet adopted

Segment reporting—Effective no later than January 1, 2024, we will adopt the accounting standards update that requires incremental disclosures about a public entity’s reportable segments but does not change the definition or guidance for determining reportable segments. The update, which explicitly applies to entities such as us with a single reportable segment, requires disclosure of the significant expense categories and amounts that are regularly provided to the chief operating decision-maker and included in the reported measure of segment profit or loss. Additionally, the update requires disclosures about the individual or the group or committee identified as the chief

operating decision-maker. The update, which permits early adoption, is effective for annual periods beginning after December 15, 2023 and must be applied retrospectively to all periods presented, unless impracticable. We continue to evaluate the requirements and do not expect our adoption to have a material effect on our consolidated statements of financial position, operations or cash flows or on the disclosures contained in our notes to consolidated financial statements.

Income taxes—Effective no later than January 1, 2025, we will adopt the accounting standards update that requires significant additional disclosures intended to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The new guidance will be applied prospectively and permits, but does not require, retrospective application. The update, which permits early adoption, is effective for annual periods beginning after December 15, 2024. We continue to evaluate the requirements. Although we expect our adoption will require us to augment certain disclosures in our notes to consolidated financial statements, we do not expect our adoption to have a material effect on our consolidated statements of financial position, operations or cash flows.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Contract Intangible Assets (Amortization) (Details) $ in Millions	Dec. 31, 2023 USD ($)
Contract Intangible Assets
2024	$ 4

Postemployment Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2023

Postemployment Benefit Plans

Schedule of net periodic benefit costs before tax


	Year ended December 31, 2023								Year ended December 31, 2022								Year ended December 31, 2021
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB				U.S.		Non-U.S.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total		Plans		Plans		Plans		Total
Net periodic benefit costs
Interest cost	$	65	$	9	$	—	$	74	$	50	$	6	$	—	$	56	$	47	$	6	$	—	$	53
Expected return on plan assets		(84)		(11)		—		(95)		(65)		(7)		—		(72)		(66)		(13)		—		(79)
Settlements and curtailments		—		—		—		—		—		—		—		—		—		(2)		—		(2)
Actuarial loss, net		—		2		—		2		5		—		—		5		11		1		—		12
Prior service gain, net		—		—		(2)		(2)		—		—		(2)		(2)		—		—		(2)		(2)
Net periodic benefit costs (income)	$	(19)	$	—	$	(2)	$	(21)	$	(10)	$	(1)	$	(2)	$	(13)	$	(8)	$	(8)	$	(2)	$	(18)

Schedule of weighted-average assumptions

Net periodic benefit costs—We estimated our net periodic benefit costs using the following weighted average assumptions:


	Year ended December 31, 2023						Year ended December 31, 2022						Year ended December 31, 2021
	U.S.		U.K.		OPEB		U.S.		U.K.		OPEB		U.S.		Non-U.S.		OPEB
	Plans		Plan		Plans		Plans		Plan		Plans		Plans		Plans		Plans
Discount rate	5.06	%	4.80	%	4.92	%	2.92	%	1.90	%	1.83	%	2.60	%	1.50	%	1.21	%
Expected rate of return	6.41	%	5.00	%	na		4.81	%	2.00	%	na		5.51	%	3.20	%	na

“na” means not applicable.

Funded status—We estimated our benefit obligations using the following weighted-average assumptions:


	December 31, 2023						December 31, 2022
	U.S.		U.K.		OPEB		U.S.		U.K.		OPEB
	Plans		Plan		Plans		Plans		Plan		Plans
Discount rate	4.88	%	4.50	%	4.80	%	5.06	%	4.80	%	4.92	%
Expected long-term rate of return	6.80	%	5.10	%	na		6.41	%	5.00	%	na

“na” means not applicable.

Schedule of changes in funded status, balance sheet classifications and accumulated benefit obligations


	Year ended December 31, 2023								Year ended December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Change in projected benefit obligation
Projected benefit obligation, beginning of period	$	1,307	$	188	$	10	$	1,505	$	1,724	$	348	$	13	$	2,085
Actuarial (gain) loss, net		32		11		—		43		(391)		(119)		(1)		(511)
Interest cost		65		9		—		74		50		6		—		56
Currency exchange rate (gain) loss		—		11		—		11		—		(37)		—		(37)
Benefits paid		(76)		(11)		(2)		(89)		(76)		(10)		(2)		(88)
Projected benefit obligation, end of period		1,328		208		8		1,544		1,307		188		10		1,505

Change in plan assets
Fair value of plan assets, beginning of period		1,143		232		—		1,375		1,621		434		—		2,055
Actual return (loss) on plan assets		138		6		—		144		(403)		(147)		—		(550)
Currency exchange rate gain (loss)		—		12		—		12		—		(45)		—		(45)
Employer contributions		6		—		2		8		1		—		2		3
Benefits paid		(76)		(11)		(2)		(89)		(76)		(10)		(2)		(88)
Fair value of plan assets, end of period		1,211		239		—		1,450		1,143		232		—		1,375

Funded status asset (liability), end of period	$	(117)	$	31	$	(8)	$	(94)	$	(164)	$	44	$	(10)	$	(130)

Balance sheet classification, end of period:
Pension asset, non-current	$	—	$	31	$	—	$	31	$	—	$	44	$	—	$	44
Pension liability, current		(1)		—		(3)		(4)		(1)		—		(3)		(4)
Pension liability, non-current		(116)		—		(5)		(121)		(163)		—		(7)		(170)
Accumulated other comprehensive loss (income), before taxes		144		90		(6)		228		166		76		(8)		234

Accumulated benefit obligation, end of period	$	1,328	$	208	$	8	$	1,544	$	1,307	$	188	$	10	$	1,505

Schedule of projected benefit obligation in excess of plan assets


	December 31, 2023								December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Projected benefit obligation / accumulated benefit obligation	$	1,328	$	—	$	8	$	1,336	$	1,307	$	—	$	10	$	1,317
Fair value of plan assets		1,211		—		—		1,211		1,143		—		—		1,143

Schedule of unrecognized accumulated other comprehensive loss (income)


	December 31, 2023								December 31, 2022
	U.S.		U.K.		OPEB				U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total		Plans		Plan		Plans		Total
Actuarial (gain) loss, net	$	144	$	88	$	(1)	$	231	$	166	$	74	$	(1)	$	239
Prior service cost (credit), net		—		2		(5)		(3)		—		2		(7)		(5)
Accumulated other comprehensive loss (income), before taxes	$	144	$	90	$	(6)	$	228	$	166	$	76	$	(8)	$	234

Schedule of allocations of plan assets


	December 31, 2023								December 31, 2022
	Target allocation				Actual allocation				Target allocation				Actual allocation
	U.S.		U.K.		U.S.		U.K.		U.S.		U.K.		U.S.		U.K.
	Plans		Plan		Plans		Plan		Plans		Plan		Plans		Plan
Equity securities	38	%	20	%	37	%	21	%	38	%	20	%	38	%	24	%
Fixed income securities	62	%	73	%	62	%	72	%	62	%	80	%	61	%	74	%
Other investments	—	%	7	%	1	%	7	%	—		—	%	1		2	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Schedule of investments for the funded defined benefit plans


	December 31, 2023
	Significant observable inputs						Significant other observable inputs						Total
	U.S.		U.K.				U.S.		U.K.				U.S.		U.K.
	Plans		Plan		Total		Plans		Plan		Total		Plans		Plan		Total
Mutual funds
U.S. equity funds	$	316	$	—	$	316	$	—	$	—	$	—	$	316	$	—	$	316
Non-U.S. equity funds		139		—		139		—		51		51		139		51		190
Bond funds		746		—		746		4		171		175		750		171		921
Total mutual funds		1,201		—		1,201		4		222		226		1,205		222		1,427

Other investments
Cash and money market funds		6		1		7		—		—		—		6		1		7
Synthetic leveraged credit fund		—		—		—		—		16		16		—		16		16
Total other investments		6		1		7		—		16		16		6		17		23

Total investments	$	1,207	$	1	$	1,208	$	4	$	238	$	242	$	1,211	$	239	$	1,450


	December 31, 2022
	Significant observable inputs						Significant other observable inputs						Total
	U.S.		U.K.				U.S.		U.K.				U.S.		U.K.
	Plans		Plan		Total		Plans		Plan		Total		Plans		Plan		Total
Mutual funds
U.S. equity funds	$	301	$	—	$	301	$	—	$	—	$	—	$	301	$	—	$	301
Non-U.S. equity funds		132		—		132		4		57		61		136		57		193
Bond funds		698		—		698		2		171		173		700		171		871
Total mutual funds		1,131		—		1,131		6		228		234		1,137		228		1,365

Other investments
Cash and money market funds		6		4		10		—		—		—		6		4		10

Total investments	$	1,137	$	4	$	1,141	$	6	$	228	$	234	$	1,143	$	232	$	1,375

Schedule of projected benefits payments


	U.S.		U.K.		OPEB
	Plans		Plan		Plans		Total
Years ending December 31,
2024	$	84	$	6	$	3	$	93
2025		84		7		3		94
2026		84		8		1		93
2027		85		8		—		93
2028		85		9		—		94
2029 - 2033		427		58		1		486

Leases - (Cash flow) (Details) - USD ($) $ in Millions	12 Months Ended
Leases - (Cash flow) (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating cash flows from operating leases	$ 17	$ 14	$ 13
Operating cash flows from finance lease		8	37
Financing cash flows from finance lease		$ 3	$ 33

Share-Based Compensation (Options) (Details) - Service awards - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock option activity
Outstanding at the beginning of the period (in shares)	4,175,520
Forfeited (in shares)	(25,017)
Expired (in shares)	(66,574)
Outstanding at the end of the period (in shares)	4,083,929	4,175,520
Vested and exercisable at the end of the period (in shares)	4,083,929
Weighted-average exercise price per share
Outstanding at the beginning of the period (in dollars per share)	$ 10.63
Forfeited (in dollars per share)	59.30
Expired (in dollars per share)	59.30
Outstanding at the end of the period (in dollars per share)	9.54	$ 10.63
Vested and exercisable at the end of the period (in dollars per share)	$ 9.54
Additional disclosure
Weighted-average remaining contractual term, outstanding	3 years 11 months 1 day	4 years 9 months 25 days
Weighted-average remaining contractual term, vested and exercisable at the end of the period	3 years 11 months 1 day
Total grant-date fair value of awards vested		$ 4	$ 9
Unvested stock options outstanding (in shares)	0	0

Loss Per Share

12 Months Ended

Dec. 31, 2023

Loss per share

Loss per share

Note 12—Loss Per Share

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


	Years ended December 31,
	2023		2022		2021
Numerator for loss per share, basic and diluted
Net loss attributable to controlling interest	$	(954)	$	(621)	$	(592)

Denominator for loss per share, basic and diluted
Weighted-average shares for per share calculation		768		699		637

Loss per share, basic and diluted	$	(1.24)	$	(0.89)	$	(0.93)

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


	Years ended December 31,
	2023		2022		2021
Exchangeable bonds		150.8		128.1		104.4
Share-based awards		18.6		15.5		12.6
Warrants		10.2		—		—

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt

Schedule of debt


		Principal amount				Carrying amount
		December 31,		December 31,		December 31,		December 31,
		2023		2022		2023		2022
0.50% Exchangeable Senior Bonds due January 2023	(a)	$	—	$	49	$	—	$	49
5.375% Senior Secured Notes due May 2023	(b)		—		243		—		242
5.875% Senior Secured Notes due January 2024	(b)		—		352		—		350
7.75% Senior Secured Notes due October 2024	(b)		—		240		—		238
6.25% Senior Secured Notes due December 2024	(b)		—		250		—		248
6.125% Senior Secured Notes due August 2025	(b)		—		336		—		332
7.25% Senior Notes due November 2025	(c)		354		354		352		351
4.00% Senior Guaranteed Exchangeable Bonds due December 2025	(d)		234		294		221		271
7.50% Senior Notes due January 2026	(c)		569		569		567		566
2.50% Senior Guaranteed Exchangeable Bonds due January 2027	(d)		—		238		—		265
11.50% Senior Guaranteed Notes due January 2027	(d)		687		687		938		1,008
6.875% Senior Secured Notes due February 2027	(b)		413		482		409		477
8.00% Senior Notes due February 2027	(c)		612		612		609		608
7.45% Notes due April 2027	(a)		52		52		52		52
8.00% Debentures due April 2027	(a)		22		22		22		22
4.50% Shipyard Loans due September 2027	(e)		420		439		384		389
8.375% Senior Secured Notes due February 2028	(b)		525		—		518		—
7.00% Notes due June 2028	(e)		261		261		264		264
8.00% Senior Secured Notes due September 2028	(b)		325		—		321		—
4.625% Senior Guaranteed Exchangeable Bonds due September 2029	(c)		259		300		486		440
8.75% Senior Secured Notes due February 2030	(f)		1,116		—		1,094		—
7.50% Notes due April 2031	(a)		396		396		395		394
6.80% Senior Notes due March 2038	(a)		610		610		605		605
7.35% Senior Notes due December 2041	(a)		177		177		176		176
Total debt			7,032		6,963		7,413		7,347

Less debt due within one year
0.50% Exchangeable Senior Bonds due January 2023	(a)		—		49		—		49
5.375% Senior Secured Notes due May 2023	(b)		—		243		—		242
5.875% Senior Secured Notes due January 2024	(b)		—		83		—		81
7.75% Senior Secured Notes due October 2024	(b)		—		60		—		59
6.25% Senior Secured Notes due December 2024	(b)		—		62		—		61
6.125% Senior Secured Notes due August 2025	(b)		—		66		—		64
2.50% Senior Guaranteed Exchangeable Bonds due January 2027	(d)		—		—		—		6
11.50% Senior Guaranteed Notes due January 2027	(d)		—		—		71		70
6.875% Senior Secured Notes due February 2027	(b)		83		69		81		67
4.50% Shipyard Loans due September 2027	(e)		90		20		75		20
8.00% Senior Secured Notes due September 2028	(b)		30		—		30		—
8.75% Senior Secured Notes due February 2030	(f)		117		—		113		—
Total debt due within one year			320		652		370		719
Total long-term debt		$	6,712	$	6,311	$	7,043	$	6,628

(a)	Transocean Inc., a wholly owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures (the “Legacy Guaranteed Notes”). The Legacy Guaranteed Notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd.

(b)

(c)

(d)

(e)	The subsidiary borrowers under the Shipyard Loans and the subsidiary issuer of the registered notes are wholly owned indirect subsidiaries of Transocean Inc. The loans and notes are fully and unconditionally guaranteed by Transocean Inc.

(f)	Transocean Inc. is the issuer of the unregistered notes. The senior secured notes are fully and unconditionally guaranteed on an unsecured basis by Transocean Ltd. and on a limited senior secured basis by each of the wholly owned subsidiary owners of the collateral rigs.

Scheduled maturities of debt


	Principal		Other		Total
	installments		installments		installments
Years ending December 31,
2024	$	320	$	71	$	391
2025		1,068		72		1,140
2026		1,110		72		1,182
2027		1,900		36		1,936
2028		664		—		664
Thereafter		1,970		—		1,970
Total installments	$	7,032	$	251		7,283
Total unamortized debt-related balances, net						(220)
Bifurcated compound exchange feature, at estimated fair value						350
Total carrying amount of debt					$	7,413

Schedule of interest expense


		Years ended December 31,
	2023		2022		2021
Contractual interest	$	24	$	16	$	11
Amortization		19		9		5
Bifurcated compound exchange feature		127		157		—
Total	$	170	$	182	$	16

Schedule of debt retirements


	Years ended December 31,
	2023		2022						2021
	Redeemed		Redeemed		Exchanged		Total		Redeemed		Exchanged		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		—		18		73		91		—		323		323
5.375% Senior Secured Notes due May 2023		243		—		—		—		11		—		11
5.875% Senior Secured Notes due January 2024		311		—		—		—		68		—		68
7.75% Senior Secured Notes due October 2024		240		—		—		—		—		—		—
6.25% Senior Secured Notes due December 2024		250		—		—		—		—		—		—
6.125% Senior Secured Notes due August 2025		336		—		—		—		—		—		—
7.25% Senior Notes due November 2025		—		14		43		57		—		—		—
Aggregate principal amount of debt retired	$	1,380	$	77	$	116	$	193	$	79	$	323	$	402

Aggregate cash payment	$	1,402	$	75	$	—	$	75	$	79	$	11	$	90
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 (loss)	$	(32)	$	2	$	6	$	8	$	—	$	51	$	51

Exchanged

Debt

Schedule of debt


			Implied
	Exchange		exchange		Shares
	rate		price		issuable
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		190.4762	$	5.25		44.5
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		290.6618	$	3.44		75.3


	Effective		Fair
	interest rate		value
4.00% Senior Guaranteed Exchangeable Bonds due December 2025		6.9%	$	341
4.625% Senior Guaranteed Exchangeable Bonds due September 2029		18.3%	$	567

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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