Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 12, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
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 | ||
Title of 12(b) Security | Shares | ||
Trading Symbol | RIG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | 612,573,158 | ||
Entity Public Float | $ 3.9 | ||
Entity Central Index Key | 0001451505 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating revenues | |||
Revenues | $ 3,088 | $ 3,018 | $ 2,973 |
Costs and expenses | |||
Operating and maintenance | 2,140 | 1,799 | 1,389 |
Depreciation and amortization | 855 | 818 | 832 |
General and administrative | 193 | 188 | 156 |
Total costs and expenses | 3,188 | 2,805 | 2,377 |
Loss on impairment | (609) | (1,464) | (1,498) |
Loss on disposal of assets, net | (12) | (1,603) | |
Operating loss | (721) | (1,251) | (2,505) |
Other income (expense), net | |||
Interest income | 43 | 53 | 43 |
Interest expense, net of amounts capitalized | (660) | (620) | (491) |
Loss on retirement of debt | (41) | (3) | (55) |
Other, net | 181 | 46 | 5 |
Total other income (expense), net | (477) | (524) | (498) |
Loss before income tax expense | (1,198) | (1,775) | (3,003) |
Income tax expense | 59 | 228 | 94 |
Net loss | (1,257) | (2,003) | (3,097) |
Net income (loss) attributable to noncontrolling interest | (2) | (7) | 30 |
Net loss attributable to controlling interest | $ (1,255) | $ (1,996) | $ (3,127) |
Loss per share | |||
Basic (in dollars per share) | $ (2.05) | $ (4.27) | $ (8) |
Diluted (in dollars per share) | $ (2.05) | $ (4.27) | $ (8) |
Weighted-average shares outstanding | |||
Basic (in shares) | 612 | 468 | 391 |
Diluted (in shares) | 612 | 468 | 391 |
Contract drilling revenues | |||
Operating revenues | |||
Revenues | $ 3,088 | $ 3,018 | $ 2,731 |
Other revenues | |||
Operating revenues | |||
Revenues | $ 242 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (1,257) | $ (2,003) | $ (3,097) |
Net income (loss) attributable to noncontrolling interest | (2) | (7) | 30 |
Net loss attributable to controlling interest | (1,255) | (1,996) | (3,127) |
Components of net periodic benefit costs before reclassifications | (25) | 6 | |
Components of net periodic benefit costs reclassified to net loss | 4 | 5 | 21 |
Other comprehensive income (loss) before income taxes | (21) | 11 | 21 |
Income taxes related to other comprehensive income | (28) | ||
Other comprehensive income (loss) | (21) | 11 | (7) |
Other comprehensive income (loss) attributable to controlling interest | (21) | 11 | (7) |
Total comprehensive loss | (1,278) | (1,992) | (3,104) |
Total comprehensive income (loss) attributable to noncontrolling interest | (2) | (7) | 30 |
Total comprehensive loss attributable to controlling interest | $ (1,276) | $ (1,985) | $ (3,134) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents | $ 1,790 | $ 2,160 |
Accounts receivable, net | 654 | 604 |
Materials and supplies, net | 479 | 474 |
Restricted cash accounts and investments | 558 | 551 |
Other current assets | 159 | 159 |
Total current assets | 3,640 | 3,948 |
Property and equipment | 24,281 | 25,811 |
Less accumulated depreciation | (5,434) | (5,403) |
Property and equipment, net | 18,847 | 20,408 |
Contract intangible assets | 608 | 795 |
Deferred income taxes, net | 20 | 66 |
Other assets | 990 | 448 |
Total assets | 24,105 | 25,665 |
Liabilities and equity | ||
Accounts payable | 311 | 269 |
Accrued income taxes | 64 | 70 |
Debt due within one year | 568 | 373 |
Other current liabilities | 781 | 746 |
Total current liabilities | 1,724 | 1,458 |
Long-term debt | 8,693 | 9,605 |
Deferred income taxes, net | 266 | 64 |
Other long-term liabilities | 1,555 | 1,424 |
Total long-term liabilities | 10,514 | 11,093 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 639,674,422 authorized, 142,365,398 conditionally authorized, 617,970,525 issued and 611,871,374 outstanding at December 31, 2019, and 638,285,574 authorized, 143,754,246 conditionally authorized, 610,581,677 issued and 609,649,291 outstanding at December 31, 2018 | 59 | 59 |
Additional paid-in capital | 13,424 | 13,394 |
Accumulated deficit | (1,297) | (67) |
Accumulated other comprehensive loss | (324) | (279) |
Total controlling interest shareholders' equity | 11,862 | 13,107 |
Noncontrolling interest | 5 | 7 |
Total equity | 11,867 | 13,114 |
Total liabilities and equity | $ 24,105 | $ 25,665 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - SFr / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Shares, CHF par value (in Swiss francs per share) | SFr 0.10 | SFr 0.10 |
Shares, authorized | 639,674,422 | 638,285,574 |
Shares, conditionally authorized | 142,365,398 | 143,754,246 |
Shares, issued | 617,970,525 | 610,581,677 |
Shares, outstanding | 611,871,374 | 609,649,291 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2016 | $ 15,802 | $ 36 | $ 10,993 | $ 5,056 | $ (283) | $ 3 | $ 15,805 |
Balance (in shares) at Dec. 31, 2016 | 389 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 41 | 41 | 41 | ||||
Issuance of shares under share-based compensation plans | $ 1 | ||||||
Issuance of shares under share-based compensation plans (in shares) | 2 | ||||||
Net loss attributable to controlling interest | (3,127) | (3,127) | |||||
Other comprehensive income (loss) attributable to controlling interest | (7) | (7) | |||||
Total comprehensive loss attributable to controlling interest | (3,134) | (3,134) | |||||
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | ||||||
Total comprehensive loss | (3,133) | ||||||
Other, net | (2) | (3) | (2) | ||||
Balance at Dec. 31, 2017 | 12,707 | $ 37 | 11,031 | 1,929 | (290) | 4 | 12,711 |
Balance (in shares) at Dec. 31, 2017 | 391 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 45 | 45 | 45 | ||||
Issuance of shares under share-based compensation plans (in shares) | 3 | ||||||
Issuance of shares in acquisition transactions | 2,123 | $ 22 | 2,101 | 2,123 | |||
Issuance of shares in acquisition transactions (in shares) | 216 | ||||||
Equity component of convertible debt instruments | 172 | 172 | 172 | ||||
Acquisition of redeemable noncontrolling interest | 53 | 53 | 53 | ||||
Allocated Capital for Sale of Noncontrolling Interest | (3) | ||||||
Allocated capital for transactions with holders of noncontrolling interest | (3) | 3 | |||||
Net loss attributable to controlling interest | (1,996) | (1,996) | |||||
Other comprehensive income (loss) attributable to controlling interest | 11 | 11 | |||||
Total comprehensive loss attributable to controlling interest | (1,985) | (1,985) | |||||
Total comprehensive income (loss) attributable to noncontrolling interest | (2) | ||||||
Total comprehensive loss | (1,987) | ||||||
Recognition of noncontrolling interest in business combination | 33 | 33 | |||||
Acquisition of noncontrolling interest | (31) | (31) | |||||
Other, net | (5) | (5) | (5) | ||||
Balance at Dec. 31, 2018 | 13,107 | $ 59 | 13,394 | (67) | (279) | 7 | 13,114 |
Balance (in shares) at Dec. 31, 2018 | 610 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 37 | 37 | 37 | ||||
Issuance of shares under share-based compensation plans (in shares) | 2 | ||||||
Net loss attributable to controlling interest | (1,255) | (1,255) | |||||
Other comprehensive income (loss) attributable to controlling interest | (21) | (21) | |||||
Total comprehensive loss attributable to controlling interest | (1,276) | (1,276) | |||||
Total comprehensive income (loss) attributable to noncontrolling interest | (2) | ||||||
Total comprehensive loss | (1,278) | ||||||
Other, net | (6) | (7) | (6) | ||||
Balance at Dec. 31, 2019 | $ 11,862 | $ 59 | $ 13,424 | (1,297) | (324) | $ 5 | $ 11,867 |
Balance (in shares) at Dec. 31, 2019 | 612 | ||||||
Increase (Decrease) in Shareholders' Equity | |||||||
Effect of adopting accounting standards update | $ 25 | $ (24) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (1,257) | $ (2,003) | $ (3,097) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Contract intangible asset amortization | 187 | 112 | |
Depreciation and amortization | 855 | 818 | 832 |
Share-based compensation expense | 37 | 45 | 41 |
Loss on impairment | 609 | 1,464 | 1,498 |
Loss on disposal of assets, net | 12 | 1,603 | |
Loss on retirement of debt | 41 | 3 | 55 |
Gain on termination of construction contracts | (132) | ||
Deferred income tax expense | 248 | (16) | 89 |
Other, net | 41 | 6 | 55 |
Changes in deferred revenues, net | 43 | (139) | 33 |
Deferred income tax expense (benefit) | (33) | 34 | 54 |
Changes in other operating assets and liabilities, net | (311) | 234 | 7 |
Net cash provided by operating activities | 340 | 558 | 1,170 |
Cash flows from investing activities | |||
Capital expenditures | (387) | (184) | (497) |
Proceeds from disposal of assets, net | 70 | 43 | 350 |
Investments in unconsolidated affiliates | (77) | (107) | |
Cash paid in business combinations, net of cash acquired | (883) | ||
Proceeds from maturities of unrestricted and restricted investments | 123 | 507 | |
Deposits to unrestricted investments | (173) | (450) | |
Other, net | 3 | 10 | |
Net cash used in investing activities | (268) | (797) | (587) |
Cash flows from financing activities | |||
Proceeds from issuance of debt, net of discounts and issue costs | 1,056 | 2,054 | 1,144 |
Repayments of debt | (1,325) | (2,105) | (2,284) |
Proceeds from investments restricted for financing activities | 26 | 102 | |
Payments to terminate derivative instruments | (92) | ||
Other, net | (43) | (30) | (3) |
Net cash used in financing activities | (312) | (147) | (1,041) |
Net decrease in unrestricted and restricted cash and cash equivalents | (240) | (386) | (458) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 2,589 | 2,975 | 3,433 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 2,349 | $ 2,589 | $ 2,975 |
Business
Business | 12 Months Ended |
Dec. 31, 2019 | |
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. We specialize in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our mobile offshore drilling fleet is considered one of the most versatile fleets in the world. We contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells. As of December 31, 2019, we owned or had partial ownership interests in and operated a fleet of 45 mobile offshore drilling units, including 28 ultra-deepwater floaters, 14 harsh environment floaters and three midwater floaters. As of December 31, 2019, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Accounting estimates Fair value measurements Consolidation Business combinations Goodwill Contract intangibles Derivative instruments Revenue recognition Share based compensation Capitalized interest Functional currency Income taxes We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. 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. 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 also record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions and for other deferred tax assets where, in our opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. Additionally, we record a valuation allowance for foreign tax credit carryforwards to reflect the possible expiration of these benefits prior to their utilization. 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. 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. See Note 12—Income Taxes. Cash and cash equivalents Short-term investments Accounts receivable Materials and supplies Restricted cash accounts and investments Assets held for sale Property and equipment 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 lives of our drilling units range from 30 two four 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 Pension and other postemployment benefit plans We measure our 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, 2019 and 2018, our pension and other postemployment benefit plan obligations represented an aggregate liability of $351 million and $362 million, respectively, and an aggregate asset of $42 million and $47 million, respectively, representing the funded status of the plans. In the years ended December 31, 2019, 2018 and 2017, aggregate net periodic benefit costs were income of $3 million, income of $9 million and costs of $5 million, respectively. See Note 14—Postemployment Benefit Plans. Contingencies |
Accounting Standards Updates
Accounting Standards Updates | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Standards Updates | |
Accounting Standards Updates | Note 3—Accounting Standards Updates Recently adopted accounting standards Leases Other comprehensive income Recently issued accounting standards Financial instruments – credit losses |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations | |
Business Combinations | Note 4—Business Combinations Overview During the year ended December 31, 2018, we completed the acquisitions of Songa Offshore SE (“Songa”), a European public company limited by shares, or societas Europaea, existing under the laws of Cyprus, and Ocean Rig UDW Inc. (“Ocean Rig”), a Cayman Islands exempted company with limited liability. On January 30, 2018, we acquired an approximate 97.7 percent ownership interest in Songa. On December 5, 2018, we acquired Ocean Rig in a merger transaction. We believe both acquisitions further strengthen our position as a leader in providing ultra-deepwater and harsh environment drilling services by adding additional high-value assets, and the Songa acquisition, supported by significant contract backlog, also strengthens our footprint in harsh environment operating areas. In the years ended December 31, 2018 and 2017, in connection with our acquisitions, we incurred acquisition costs of $24 million and $4 million, respectively, recorded in general and administrative costs and expenses. We included the operating results of Songa and Ocean Rig in our consolidated results of operations, commencing on the acquisition date, January 30, 2018 and December 5, 2018, respectively. In the year ended December 31, 2018, our consolidated statement of operations includes revenues of $497 million and net income of $87 million associated with the operations of Songa and revenues of $15 million and net loss of $8 million associated with the operations of Ocean Rig. Pro forma combined operating results, assuming the acquisitions were completed as of January 1, 2017, were as follows (in millions, except per share data): Years ended December 31, 2018 2017 Contract drilling revenues $ 3,373 $ 4,386 Net loss (2,124) (3,174) Per share loss - basic and diluted (3.47) (5.29) Ocean Rig UDW Inc. Consideration Total Consideration transferred Aggregate fair value of shares issued as partial consideration for Ocean Rig shares $ 1,377 Aggregate cash paid as partial consideration for Ocean Rig shares 1,168 Total consideration transferred in business combination $ 2,545 Assets and liabilities Total Assets acquired Cash and cash equivalents $ 152 Accounts receivable 76 Property and equipment 2,205 Drilling contract intangible assets 275 Other assets 115 Liabilities assumed Accounts payable and other current liabilities 71 Construction contract intangible liabilities 132 Other long-term liabilities 54 Net assets acquired $ 2,566 In the year ended December 31, 2019, we completed our estimates of the fair values of the assets and liabilities. In the years ended December 31, 2019 and 2018, we recognized a gain of $11 million and $10 million, respectively, recorded in other, net, for a cumulative gain of $21 million associated with the bargain purchase, primarily due to the decline in the market value of our shares between the announcement date and the closing date. We estimated the fair value of the rigs and related equipment by applying a combination of income and market 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 markets for the assets in an orderly transaction between participants as of the acquisition date. We estimated the fair value of the drilling contracts by comparing the contractual dayrates over the remaining firm contract term and option periods relative to the projected market dayrates as of the acquisition date. We estimated the fair value of the construction contracts by comparing the contractual future payments and terms relative to the market payments and terms as of the acquisition date. Our estimates of fair value for the drilling units and contract intangibles required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets, such as future commodity prices, projected demand for our services, rig availability, rig utilization, dayrates, remaining useful lives of the rigs and discount rates. Songa Offshore SE Consideration Total Consideration transferred Aggregate fair value of shares issued as partial consideration for Songa shares $ 735 Aggregate fair value of Exchangeable Bonds issued as partial consideration for Songa shares 675 Consideration transferred to Songa shareholders 1,410 Aggregate fair value of Exchangeable Bonds issued for settlement of certain Songa indebtedness 351 Total consideration transferred in business combination $ 1,761 Assets and liabilities Total Assets acquired Cash and cash equivalents $ 113 Accounts receivable 115 Other current assets 80 Property and equipment 2,414 Goodwill 462 Contract intangible assets 632 Liabilities assumed Accounts payable and other current liabilities 178 Debt 1,768 Other long-term liabilities 76 Net assets acquired 1,794 Noncontrolling interest in business combination 33 Controlling interest acquired in business combination $ 1,761 In the year ended December 31, 2018, we completed our estimates of the fair values of the assets and liabilities. We estimated the fair value of the rigs and related equipment by applying a combination of income and market 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 markets for the assets in an orderly transaction between participants as of the acquisition date. We estimated the fair value of the drilling contracts by comparing the contractual dayrates over the remaining firm contract term and option periods relative to the projected market dayrates as of the acquisition date. The goodwill resulting from the business combination was attributed to synergies and intangible assets that did not qualify for separate recognition. Our estimates of fair value for these assets required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of the assets, such as future commodity prices, projected demand for our services, rig availability, dayrates and discount rates. We estimated the fair value of the debt using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments. Noncontrolling interest |
Unconsolidated Affiliates
Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2019 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 5—Unconsolidated Affiliates Investments Transocean Norge Related party transactions Transocean Norge Transocean Norge |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenues | |
Revenues | Note 6—Revenues Overview The duration of our performance obligation varies by contract. At December 31, 2019, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through February 2028. In the year ended December 31, 2019, we recognized revenues of $10 million for performance obligations satisfied in previous periods due to certain revenues recognized on a cash basis. In the year ended December 31, 2018, we recognized revenues of $174 million for performance obligations satisfied in previous periods, primarily related to revenues for a customer’s contract termination and certain revenues recognized on a cash basis. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and deliver or mobilize the rig to the drilling location. We defer such pre-operating costs and recognize the costs on a straight-line basis, consistent with the general pace of activity, in operating and maintenance costs over the estimated contract period. In the years ended December 31, 2019, 2018 and 2017, we recognized pre-operating costs of $18 million, $45 million and $45 million, respectively. At December 31, 2019 and 2018, the unrecognized pre-operating costs to obtain contracts was $34 million and $2 million, respectively, recorded in other assets. Disaggregation Year ended December 31, 2019 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,264 $ — $ 119 $ 574 $ 1,957 Harsh environment floaters — 775 — 294 1,069 Deepwater floaters — — 6 1 7 Midwater floaters — — — 55 55 Total revenues $ 1,264 $ 775 $ 125 $ 924 $ 3,088 Year ended December 31, 2018 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,496 $ — $ 26 $ 266 $ 1,788 Harsh environment floaters — 651 — 323 974 Deepwater floaters — — 84 40 124 Midwater floaters — — — 74 74 High-specification jackups — — — 58 58 Total revenues $ 1,496 $ 651 $ 110 $ 761 $ 3,018 Year ended December 31, 2017 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,519 $ — $ 235 $ 294 $ 2,048 Harsh environment floaters 8 83 — 365 456 Deepwater floaters — — 100 44 144 Midwater floaters — — — 153 153 High-specification jackups — — — 172 172 Total revenues $ 1,527 $ 83 $ 335 $ 1,028 $ 2,973 Contract liabilities December 31, 2019 2018 Deferred contract revenues, recorded in other current liabilities $ 100 $ 87 Deferred contract revenues, recorded in other long-term liabilities 429 399 Total contract liabilities $ 529 $ 486 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2019 2018 Total contract liabilities, beginning of period $ 486 $ 625 Decrease due to recognition of revenues for goods and services (114) (239) Increase due to goods and services transferred over time 157 100 Total contract liabilities, end of period $ 529 $ 486 |
Drilling Fleet
Drilling Fleet | 12 Months Ended |
Dec. 31, 2019 | |
Drilling Fleet | |
Drilling Fleet | Note 7—Drilling Fleet Construction work in progress Years ended December 31, 2019 2018 2017 Construction work in progress, beginning of period $ 632 $ 1,392 $ 2,171 Capital expenditures Newbuild construction program 129 75 397 Other equipment and construction projects 258 109 100 Total capital expenditures 387 184 497 Changes in accrued capital additions 20 4 (23) Construction work in progress impaired (5) — — Construction work in progress acquired in business combination — 28 — Construction work in progress sold — — (289) Property and equipment placed into service Newbuild construction program — (903) (896) Other property and equipment (281) (73) (68) Construction work in progress, end of period $ 753 $ 632 $ 1,392 Impairments of assets held and used Impairments of assets held for sale Discoverer Deep Seas Discoverer Enterprise Discoverer Spirit Deepwater Discovery Deepwater Frontier Deepwater Millennium GSF C.R. Luigs, Jack Bates Transocean 706 Songa Delta Songa Trym Cajun Express, Deepwater Pathfinder, GSF Jack Ryan, Sedco Energy Sedco Express, Transocean Marianas Transocean Prospect Transocean Searcher We measured the impairment of the drilling units 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 indicative market values for the drilling units and related assets to be sold for scrap value or binding contracts to sell such assets for alternative purposes. If we commit to plans to sell additional rigs for values below the respective carrying amounts, we will be required to recognize additional losses in future periods associated with the impairment of such assets. Dispositions Deepwater Frontier, Deepwater Millennium, Discoverer Deep Seas, Discoverer Enterprise, Discoverer Spirit Ocean Rig Paros Eirik Raude Jack Bates Transocean 706 Actinia Songa Delta During the year ended December 31, 2018, we completed the sale of the ultra-deepwater floaters Cajun Express Deepwater Discovery Deepwater Pathfinder GSF C.R. Luigs, Sedco Energy Sedco Express Transocean Marianas Songa Trym On May 31, 2017, we completed the sale of 10 high-specification jackups, including GSF Constellation I, GSF Constellation II, GSF Galaxy I, GSF Galaxy II, GSF Galaxy III, GSF Monarch, Transocean Andaman, Transocean Ao Thai, Transocean Honor Transocean Siam Driller During the year ended December 31, 2017, we also completed the sale of the ultra-deepwater floater GSF Jack Ryan GSF Rig 140 Transocean Prospect Transocean Searcher, Assets held for sale Deepwater Frontier Deepwater Millennium, Jack Bates Transocean 706 Songa Delta , |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangibles | |
Goodwill and intangible assets | Note 8—Goodwill and Other Intangibles Goodwill Finite-lived intangible assets and liabilities Year ended December 31, 2019 Year ended December 31, 2018 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 $ (112) $ 795 $ — $ — $ — Acquisition — — — 907 — 907 Amortization — (187) (187) — (112) (112) Balance, end of period $ 907 $ (299) $ 608 $ 907 $ (112) $ 795 We recognized drilling contract intangible amortization as a reduction of contract drilling revenues. We expect to amortize the carrying amounts over the remaining contract periods, through March 2024. As of December 31, 2019, the estimated future amortization of contract intangible assets was as follows (in millions): Total Years ending December 31, 2020 $ 190 2021 190 2022 171 2023 52 2024 5 Total carrying amount of contract intangible assets $ 608 In connection with our acquisition of Ocean Rig, we acquired contracts related to the construction of two ultra-deepwater drillships Ocean Rig Santorini Ocean Rig Crete drillships in exchange for the parties terminating their respective obligations and liabilities under the construction contracts and our subsidiaries releasing to SHI their respective interests in the rigs. As a result, in the three months ended December 31, 2019, we eliminated the construction contract intangible liabilities and recognized income of $132 million, recorded in other income, net. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Leases | Note 9—Leases Our operating leases are principally for office space, storage facilities, operating equipment and land. At December 31, 2019, our operating leases had a weighted average discount rate of 6.3 percent and a weighted-average remaining lease term of 13.8 years. Our finance lease for the ultra-deepwater drillship Petrobras 10000 The components of our lease costs were as follows (in millions): Year ended December 31, 2019 Lease costs Operating lease costs $ 25 Short-term lease costs 13 Finance lease costs, amortization of right-of-use assets 21 Finance lease costs, interest on lease liabilities 39 Total lease costs $ 98 In the year ended December 31, 2019, we recognized a loss of $26 million, with no tax effect, associated with the impairment of right-of-use assets and leasehold improvements for certain office facilities that we had vacated or had committed to sublease. Supplemental cash flow information for our leases was as follows (in millions): Year ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19 Operating cash flows from finance lease 39 Financing cash flows from finance lease 32 At December 31, 2019, the aggregate future minimum rental payments for our leases were as follows (in millions): Operating Finance leases lease Years ending December 31, 2020 $ 16 $ 71 2021 12 71 2022 14 71 2023 12 71 2024 12 71 Thereafter 135 327 Total future minimum rental payment 201 682 Less amount representing imputed interest (72) (203) Present value of future minimum rental payments 129 479 Less current portion, recorded in other current liabilities (13) (35) Long-term lease liabilities, recorded in other long-term liabilities $ 116 $ 444 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt | |
Debt | Note 10—Debt Overview Outstanding debt Principal amount Carrying amount December 31, December 31, December 31, December 31, 2019 2018 2019 2018 6.50% Senior Notes due November 2020 (a) $ 206 $ 286 $ 206 $ 288 6.375% Senior Notes due December 2021 (a) 222 328 221 327 5.52% Senior Secured Notes due May 2022 (b) 200 282 198 280 3.80% Senior Notes due October 2022 (a) 190 411 189 408 0.50% Exchangeable Bonds due January 2023 (a) 863 863 862 862 5.375% Senior Secured Notes due May 2023 (d) 525 — 518 — 9.00% Senior Notes due July 2023 (c) 714 1,250 701 1,221 5.875% Senior Secured Notes due January 2024 (d) 667 750 656 735 7.75% Senior Secured Notes due October 2024 (d) 420 480 412 469 6.25% Senior Secured Notes due December 2024 (d) 437 500 430 489 6.125% Senior Secured Notes due August 2025 (d) 534 600 525 588 7.25% Senior Notes due November 2025 (c) 750 750 737 736 7.50% Senior Notes due January 2026 (c) 750 750 743 742 6.875% Senior Secured Notes due February 2027 (d) 550 — 541 — 7.45% Notes due April 2027 (a) 88 88 86 86 8.00% Debentures due April 2027 (a) 57 57 57 57 7.00% Notes due June 2028 (e) 300 300 306 306 Finance lease contract due August 2029 — 511 — 511 7.50% Notes due April 2031 (a) 588 588 585 585 6.80% Senior Notes due March 2038 (a) 1,000 1,000 991 991 7.35% Senior Notes due December 2041 (a) 300 300 297 297 Total debt 9,361 10,094 9,261 9,978 Less debt due within one year 6.50% Senior Notes due November 2020 (a) 206 — 206 — 5.52% Senior Secured Notes due May 2022 (b) 88 83 87 81 5.375% Senior Secured Notes due May 2023 (d) 16 — 14 — 5.875% Senior Secured Notes due January 2024 (d) 83 83 79 79 7.75% Senior Secured Notes due October 2024 (d) 60 60 58 58 6.25% Senior Secured Notes due December 2024 (d) 62 62 60 60 6.125% Senior Secured Notes due August 2025 (d) 66 66 64 63 Finance lease contract due August 2029 — 32 — 32 Total debt due within one year 581 386 568 373 Total long-term debt $ 8,780 $ 9,708 $ 8,693 $ 9,605 (a) Transocean Inc., a 100 percent owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures. Transocean Ltd. has provided a full and unconditional guarantee of the notes and debentures. Transocean Ltd. has no independent assets or operations, and its other subsidiaries not owned indirectly through Transocean Inc. were minor. Transocean Inc. has no independent assets and operations, other than those related to its investments in non-guarantor operating companies and balances primarily pertaining to its cash and cash equivalents and debt. Except as discussed under “Indentures,” 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. (b) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally guaranteed by the owner of the collateral rig. See “—Debt issuances—Senior secured notes.” (c) Transocean Inc. is the issuer of the unregistered notes. The priority guaranteed senior unsecured notes, which rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations and rank structurally senior to the extent of the value of the assets of the subsidiaries guaranteeing the notes, are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. See “—Debt issuances—Priority guaranteed senior unsecured notes.” (d) Each subsidiary issuer of the respective unregistered senior secured 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. See “—Debt issuances—Senior secured notes.” (e) The subsidiary issuer of the registered notes is a wholly owned indirect subsidiary of Transocean Inc. Transocean Inc. has provided a full and unconditional guarantee of the notes and debentures. See Note 23—Subsequent Events. Scheduled maturities Total Years ending December 31, 2020 $ 581 2021 633 2022 610 2023 2,316 2024 854 Thereafter 4,367 Total principal amount of debt 9,361 Total debt-related balances, net (100) Total carrying amount of debt $ 9,261 Indentures Additionally, the indentures that govern the 5.52% senior secured notes due May 2022 (the “5.52% Senior Secured Notes”), the 5.375% Senior Secured Notes due May 2023 (the “5.375% Senior Secured Notes”), the 5.875% senior secured notes due January 2024 (the “5.875% Senior Secured Notes”), the 7.75% senior secured notes due October 2024, the 6.25% senior secured notes due December 2024, the 6.125% senior secured notes due August 2025 (the “6.125% Senior Secured Notes”) and the 6.875% senior secured notes due February 2027 (the “6.875% 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. Interest rate adjustments Secured Credit Facility Deepwater Asgard, Deepwater Invictus Deepwater Orion Deepwater Skyros Dhirubhai Deepwater KG2 Discoverer Inspiration Transocean Barents Transocean Spitsbergen We may borrow under the Secured Credit Facility at either (1) the reserve adjusted London interbank offered rate plus a margin (the “Secured Credit Facility Margin”), which ranges from 2.625 percent to 3.375 percent based on the credit rating of the Secured Credit Facility, or (2) the base rate specified in the credit agreement plus the Secured Credit Facility Margin, minus one percent per annum. Throughout the term of the Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Secured Credit Facility. At December 31, 2019, 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, 2019, we had no borrowings outstanding, $13 million of letters of credit issued, and we had $1.3 billion of available borrowing capacity under the Secured Credit Facility. Debt issuances Priority guaranteed senior unsecured notes On October 17, 2017, we completed an offering of an aggregate principal amount of $750 million of 7.50% senior unsecured notes due January 15, 2026 (the “7.50% Senior Notes”), and we received aggregate cash proceeds of $742 million, net of issue costs. We may redeem all or a portion of the 7.50% Senior Notes on or prior to January 15, 2021 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices. Senior secured notes Deepwater Poseidon On May 24, 2019, we issued $525 million aggregate principal amount of 5.375% Senior Secured Notes, and we received approximately $517 million aggregate cash proceeds, net of discount and issue costs. The 5.375% Senior Secured Notes are secured by the assets and earnings associated with the harsh environment floaters Transocean Endurance Transocean Equinox In July 2018, we issued $750 million aggregate principal amount of 5.875% Senior Secured Notes and $600 million aggregate principal amount of 6.125% Senior Secured Notes, and we received aggregate cash proceeds of $733 million and $586 million, respectively, net of discount and issue costs. The 5.875% Senior Secured Notes are secured by the assets and earnings associated with the harsh environment floaters Transocean Enabler Transocean Encourage Deepwater Pontus 6.125% On May 5, 2017, we issued $410 million aggregate principal amount of 5.52% Senior Secured Notes, and we received aggregate cash proceeds of $403 million, net of issue costs. The 5.52% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floater Deepwater Conqueror At December 31, 2019 and 2018, we had an aggregate amount of $386 million and $347 million, respectively, deposited in restricted cash accounts to satisfy debt service and working capital requirements for the senior secured notes. At December 31, 2019, the aggregate carrying amount of rigs encumbered for the senior secured notes, including Deepwater Conqueror, Deepwater Pontus Deepwater Proteus Deepwater Thalassa Deepwater Poseidon Transocean Enabler Transocean Encourage Transocean Endurance Transocean Equinox Deepwater Conqueror, Deepwater Pontus Deepwater Proteus Deepwater Thalassa Transocean Enabler Transocean Encourage Exchangeable bonds 97.29756 Debt assumptions and repayments In connection with the Songa acquisition, we assumed the rights and obligations under certain credit agreements, a subscription agreement and bond loan agreements. In the year ended December 31, 2018, we made an aggregate cash payment equivalent to $1.65 billion to repay the debt obligations outstanding under these agreements, and we terminated the underlying agreements. Debt retirements Repurchases and repayments Years ended December 31, 2019 2018 2017 2.50% Senior Notes due October 2017 — — 62 6.00% Senior Notes due March 2018 — — 354 7.375% Senior Notes due April 2018 — — 83 6.50% Senior Notes due November 2020 23 — 15 6.375% Senior Notes due December 2021 43 — 10 3.80% Senior Notes due October 2022 32 95 33 9.00% Senior Notes due July 2023 336 — — Aggregate principal amount retired $ 434 $ 95 $ 557 Aggregate cash payment $ 449 $ 95 $ 564 Aggregate net loss $ (23) $ — $ (7) Tender offers Years ended December 31, 2019 2017 2.50% Senior Notes due October 2017 $ — $ 271 6.00% Senior Notes due March 2018 — 400 7.375% Senior Notes due April 2018 — 128 6.50% Senior Notes due November 2020 57 207 6.375% Senior Notes due December 2021 63 213 3.80% Senior Notes due October 2022 190 — 9.00% Senior Notes due July 2023 200 — Aggregate principal amount retired $ 510 $ 1,219 Aggregate cash payment $ 522 $ 1,269 Aggregate net loss $ (18) $ (48) Scheduled maturities and installments |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments | |
Derivatives instruments | Note 11—Derivative Instruments Forward exchange contracts Currency swaps Interest rate swaps |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | Note 12—Income Taxes Overview Tax provision and rate The components of our income tax provision (benefit) were as follows (in millions): Years ended December 31, 2019 2018 2017 Current tax expense (benefit) $ (189) $ 244 $ 5 Deferred tax expense (benefit) 248 (16) 89 Income tax expense $ 59 $ 228 $ 94 The following is a reconciliation of the income tax expense (benefit) computed at the Swiss holding company federal statutory rate of 7.83% and our reported provision for income taxes (in millions): Years ended December 31, 2019 2018 2017 Income tax benefit at Swiss federal statutory rate $ (94) $ (139) $ (235) Earnings subject to rates different than the Swiss federal statutory rate 189 (86) (30) Effect of operating structural changes in the U.S. 98 — — Changes in valuation allowance 37 67 162 Losses on impairment 35 114 241 Deemed profits taxes 22 8 16 Base erosion and anti-abuse tax 21 33 — Withholding taxes 11 8 14 Currency revaluation of Norwegian assets 5 11 1 Effect of U.S. tax reform — 104 66 Litigation matters, primarily related to the Macondo well incident — — (70) Benefit from foreign tax credits (8) (5) (15) Changes in unrecognized tax benefits, net (268) 117 (56) Other, net 11 (4) — Income tax expense $ 59 $ 228 $ 94 Deferred taxes December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 571 $ 479 Interest expense limitation 77 76 Accrued payroll expenses not currently deductible 45 49 Deferred income 41 26 Loss contingencies 38 40 United Kingdom charter limitation 36 30 Tax credit carryforwards 22 11 Accrued expenses 16 44 Other 24 13 Valuation allowance (716) (681) Total deferred tax assets 154 87 Deferred tax liabilities Depreciation (361) (62) Contract intangible amortization (23) (22) Other (16) (1) Total deferred tax liabilities (400) (85) Deferred tax assets (liabilities), net $ (246) $ 2 At December 31, 2019 and 2018, our deferred tax assets included U.S. foreign tax credit carryforwards of $22 million and $11 million, respectively, which will expire between 2020 and 2028. The deferred tax assets related to our net operating losses were generated in various worldwide tax jurisdictions. At December 31, 2019, our net deferred tax assets related to our net operating loss carryforwards included $354 million, which do not expire and $217 million, which will expire beginning between 2020 and 2037. At December 31, 2018, our net deferred tax assets related to our net operating loss carryforwards included $307 million, which do not expire and $172 million, which will expire beginning between 2021 and 2038. In the year ended December 31, 2019, our deferred tax liabilities for depreciation increased primarily as a result of certain operating structural changes that we made in the U.S. As of December 31, 2019, 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. Although such evidence has limited our ability to consider other subjective evidence, we analyze each jurisdiction separately. We consider objective evidence, such as contract backlog activity, in jurisdictions in which we have profitable contracts. 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, 2019 and 2018, due to uncertainty of realization, we had a valuation allowance of $716 million and $681 million, respectively, on net operating losses and other deferred tax assets. Our other deferred tax liabilities include taxes related to the earnings of certain subsidiaries, which are not indefinitely reinvested or that will not be indefinitely reinvested in the future. At December 31, 2019, we had $254 million of unremitted earnings which we consider to be indefinitely reinvested. If we were to make a distribution from the unremitted earnings of these subsidiaries, we would be subject to taxes payable of $13 million. If our expectations were to change regarding future tax consequences, we may be required to record additional deferred taxes that could have a material effect on our consolidated statement of financial position, results of operations or cash flows. Unrecognized tax benefits Years ended December 31, 2019 2018 2017 Balance, beginning of period $ 408 $ 222 $ 274 Additions for prior year tax positions 6 172 17 Additions for current year tax positions 144 29 13 Reductions related to statute of limitation expirations and changes in law (138) (8) (13) Reductions for prior year tax positions (66) (7) (68) Reductions due to settlements (19) — (1) Balance, end of period $ 335 $ 408 $ 222 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, 2019 2018 Unrecognized tax benefits, excluding interest and penalties $ 335 $ 408 Interest and penalties 34 106 Unrecognized tax benefits, including interest and penalties $ 369 $ 514 In the years ended December 31, 2019, 2018 and 2017, we recognized, as a component of our income tax provision, income of $72 million, expense of $13 million and income of $9 million, respectively, related to interest and penalties associated with our unrecognized tax benefits. As of December 31, 2019, if recognized, $175 million of our unrecognized tax benefits, including interest and penalties, would favorably impact our effective tax rate. It is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease in the year ending December 31, 2020, 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. U.S. tax reform Tax returns three Brazil tax investigations Other tax matters |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Share | |
Loss Per Share | Note 13—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, 2019 2018 2017 Basic Diluted Basic Diluted Basic Diluted Numerator for loss per share Net loss attributable to controlling interest $ (1,255) $ (1,255) $ (1,996) $ (1,996) $ (3,127) $ (3,127) Denominator for loss per share Weighted-average shares outstanding 611 611 467 467 391 391 Effect of share-based awards and other equity instruments 1 1 1 1 — — Weighted-average shares for per share calculation 612 612 468 468 391 391 Loss per share $ (2.05) $ (2.05) $ (4.27) $ (4.27) $ (8.00) $ (8.00) In the years ended December 31, 2019, 2018 and 2017, we excluded from the calculation 12.0 million, 10.6 million and 4.7 million share-based awards, respectively, since the effect would have been anti-dilutive. In the years ended December 31, 2019 and 2018, we excluded from the calculation 84.0 million and 77.2 million shares, respectively, issuable upon conversion of the Exchangeable Bonds since the effect would have been anti-dilutive. |
Postemployment Benefit Plans
Postemployment Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefit Plans | |
Postemployment Benefit Plans | Note 14—Postemployment Benefit Plans Defined benefit pension and other postemployment benefit plans Overview Assumptions December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Plans Plans Plans Discount rate 3.27 % 2.13 % 2.39 % 4.31 % 2.86 % 3.56 % Compensation trend rate na 2.25 % na na 2.75 % na We estimated our net periodic benefit costs using the following weighted-average assumptions: Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. Plans Plans Plans Plans Plans Plans Plans Plans OPEB Plans Discount rate 4.32 % 2.86 % 3.56 % 3.68 % 2.49 % 2.93 % 4.26 % 2.69 % 3.08 % Expected rate of return 6.20 % 4.39 % na 6.21 % 4.72 % na 6.31 % 4.79 % na Compensation trend rate na 2.75 % na na 2.50 % na na 2.25 % na “na” means not applicable. Net periodic benefit costs Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ 7 $ — $ 7 $ — $ 7 $ — $ 7 $ 3 $ 3 $ — $ 6 Interest cost 63 10 1 74 61 10 1 72 65 11 — 76 Expected return on plan assets (71) (17) — (88) (72) (19) — (91) (74) (20) — (94) Special termination benefits — — — — — — 1 1 — — — — Settlements and curtailments 1 2 — 3 — (1) (4) (5) — 13 — 13 Actuarial loss, net 3 — — 3 8 1 — 9 5 1 1 7 Prior service gain, net — — (2) (2) — — (2) (2) — — (3) (3) Net periodic benefit costs (income) $ (4) $ 2 $ (1) $ (3) $ (3) $ (2) $ (4) $ (9) $ (1) $ 8 $ (2) $ 5 Funded status Year ended December 31, 2019 Year ended December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,527 $ 338 $ 17 $ 1,882 $ 1,680 $ 379 $ 19 $ 2,078 Assumed projected benefit obligation — — — — — 29 — 29 Actuarial (gains) losses, net 202 45 1 248 (145) (45) (2) (192) Service cost — 7 — 7 — 7 — 7 Interest cost 63 10 1 74 61 10 1 72 Currency exchange rate changes — 14 — 14 — (21) — (21) Benefits paid (72) (19) (2) (93) (69) (19) (2) (90) Settlements (24) — — (24) — (3) — (3) Plan amendment — — — — — 1 — 1 Special termination benefit — — — — — — 1 1 Projected benefit obligation, end of period 1,696 395 17 2,108 1,527 338 17 1,882 Change in plan assets Fair value of plan assets, beginning of period 1,189 378 — 1,567 1,343 393 — 1,736 Fair value of acquired plan assets — — — — — 22 — 22 Actual return on plan assets 272 39 — 311 (87) (6) — (93) Currency exchange rate changes — 16 — 16 — (22) — (22) Employer contributions 4 16 2 22 2 13 2 17 Benefits paid (72) (19) (2) (93) (69) (19) (2) (90) Settlements (24) — — (24) — (3) — (3) Fair value of plan assets, end of period 1,369 430 — 1,799 1,189 378 — 1,567 Funded status, end of period $ (327) $ 35 $ (17) $ (309) $ (338) $ 40 $ (17) $ (315) Balance sheet classification, end of period: Pension asset, non-current $ — $ 42 $ — $ 42 $ — $ 47 $ — $ 47 Pension liability, current (1) (1) (3) (5) (3) (1) (3) (7) Pension liability, non-current (326) (6) (14) (346) (335) (6) (14) (355) Accumulated other comprehensive loss (income), before taxes 304 84 (12) 376 307 64 (15) 356 Accumulated benefit obligation, end of period $ 1,696 $ 385 $ 17 $ 2,098 $ 1,527 $ 328 $ 17 $ 1,872 The aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets were as follows (in millions): December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Projected benefit obligation $ 1,696 $ 56 $ 17 $ 1,769 $ 1,527 $ 26 $ 17 $ 1,570 Fair value of plan assets 1,369 49 — 1,418 1,189 20 — 1,209 The aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets were as follows (in millions): December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Accumulated benefit obligation $ 1,696 $ 1 $ 17 $ 1,714 $ 1,527 $ 3 $ 17 $ 1,547 Fair value of plan assets 1,369 — — 1,369 1,189 — — 1,189 The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows (in millions): December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Actuarial loss, net $ 304 $ 84 $ 2 $ 390 $ 307 $ 63 $ 1 $ 371 Prior service cost, net — — (14) (14) — 1 (16) (15) Accumulated other comprehensive loss (income), before taxes $ 304 $ 84 $ (12) $ 376 $ 307 $ 64 $ (15) $ 356 The amounts in accumulated other comprehensive loss (income) expected to be recognized as components of net periodic benefit costs are as follows (in millions): Year ending December 31, 2020 U.S. Non-U.S. OPEB Plans Plans Plans Total Actuarial loss, net $ 9 $ 1 $ — $ 10 Prior service cost, net — — (2) (2) Total amount expected to be recognized $ 9 $ 1 $ (2) $ 8 Plan assets December 31, 2019 December 31, 2018 Target allocation Actual allocation Target allocation Actual allocation U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Plans Plans Plans Plans Plans Plans Plans Plans Equity securities 50 % 24 % 51 % 27 % 50 % 34 % 50 % 32 % Fixed income securities 50 % 60 % 49 % 56 % 50 % 51 % 50 % 52 % Other investments — % 16 % — % 17 % — 15 % — 16 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % The investments for the funded Transocean Plans were categorized as follows (in millions): December 31, 2019 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean Plans Plans Plans Plans Plans Plans Plans Plans Plans Mutual funds U.S. equity funds $ 480 $ — $ 480 $ 1 $ — $ 1 $ 481 $ — $ 481 Non-U.S. equity funds 216 — 216 5 115 120 221 115 336 Bond funds 656 — 656 6 240 246 662 240 902 Total mutual funds 1,352 — 1,352 12 355 367 1,364 355 1,719 Other investments Cash and money market funds 5 4 9 — — — 5 4 9 Property collective trusts — — — — 20 20 — 20 20 Investment contracts — — — — 51 51 — 51 51 Total other investments 5 4 9 — 71 71 5 75 80 Total investments $ 1,357 $ 4 $ 1,361 $ 12 $ 426 $ 438 $ 1,369 $ 430 $ 1,799 December 31, 2018 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean Plans Plans Plans Plans Plans Plans Plans Plans Plans Mutual funds U.S. equity funds $ 401 $ — $ 401 $ — $ — $ — $ 401 $ — $ 401 Non-U.S. equity funds 179 — 179 5 120 125 184 120 304 Bond funds 591 — 591 7 195 202 598 195 793 Total mutual funds 1,171 — 1,171 12 315 327 1,183 315 1,498 Other investments Cash and money market funds 6 1 7 — — — 6 1 7 Property collective trusts — — — — 19 19 — 19 19 Investment contracts — — — — 43 43 — 43 43 Total other investments 6 1 7 — 62 62 6 63 69 Total investments $ 1,177 $ 1 $ 1,178 $ 12 $ 377 $ 389 $ 1,189 $ 378 $ 1,567 The U.S. Plans and the U.K. Plan invest primarily in passively managed funds that reference market indices. The funded Norway Plans are subject to contractual terms under selected insurance programs. Each plan’s investment managers have discretion to select the securities held within each asset category. Given this discretion, the managers may occasionally invest in our debt or equity securities and may hold either long or short positions in such securities. As the 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 Benefit payments U.S. Non-U.S. OPEB Plans Plans Plans Total Years ending December 31, 2020 $ 79 $ 8 $ 3 $ 90 2021 79 8 3 90 2022 81 8 3 92 2023 82 9 2 93 2024 82 10 3 95 2025 - 2029 419 59 3 481 Defined contribution plans We sponsor defined contribution plans, for our employees, the most significant of which were as follows: (1) a qualified savings plan covering certain employees working in the U.S., (2) a non-qualified supplemental plan covering certain eligible employees working in the U.S., (3) a qualified savings plan covering certain eligible U.K. employees, (4) a non-qualified savings plan covering certain employees working outside the U.S. and U.K. and (5) various savings plans covering eligible employees working in Norway. In the years ended December 31, 2019, 2018 and 2017, we recognized expense of $52 million, $50 million and $43 million, respectively, related to our defined contribution plans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 15—Commitments and Contingencies Purchase and service agreement obligations We have purchase obligations with shipyards and other contractors related to our newbuild construction programs. We also have long-term service agreements with original equipment manufacturers to provide services and parts, primarily related to our pressure control systems. The future payments required under our service agreements were estimated based on our projected operating activity and may vary subject to actual operating activity. At December 31, 2019, 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, 2020 $ 1,067 $ 110 2021 49 117 2022 — 120 2023 — 124 2024 — 129 Thereafter — 435 Total $ 1,116 $ 1,035 Letters of credit and surety bonds At December 31, 2019 and 2018, we had outstanding letters of credit totaling $19 million and $31 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, 2019 and 2018, we also had outstanding surety bonds totaling $113 million and $84 million, respectively, to secure customs obligations related to the importation of our rigs and certain performance and other obligations. At December 31, 2019 and 2018, the aggregate cash collateral held by institutions to secure our letters of credit and surety bonds was $10 million and $5 million, respectively. Legal proceedings Macondo well incident Deepwater Horizon Deepwater Horizon At December 31, 2019 and 2018, the remaining liability for estimated loss contingencies that we believe are probable and for which a reasonable estimate can be made was $124 million and $158 million, respectively, recorded in other current liabilities, the majority of which is related to the settlement agreement that we and the Plaintiff Steering Committee filed with the MDL Court in May 2015 (the “PSC Settlement Agreement”). On February 15, 2017, the MDL Court entered a final order and judgment approving the PSC Settlement Agreement. Through the PSC Settlement Agreement, we agreed to pay a total of $212 million to be allocated between two classes of plaintiffs in exchange for a release of all respective claims each class has against us. As required under the PSC Settlement Agreement, we deposited the settlement amount into an escrow account established by the MDL Court. In August 2019 and November 2018, the MDL Court released $33 million and $58 million, respectively, from the escrow account to make payments to the plaintiffs. At December 31, 2019 and 2018, the remaining cash balance in the escrow account was $125 million and $156 million, respectively, recorded in restricted cash accounts and investments. Nigerian Cabotage Act litigation Asbestos litigation One of our subsidiaries has been 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, 2019, the subsidiary was a defendant in approximately 185 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 September 2018, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that leaves the subsidiary with funding, including cash, annuities and coverage in place settlement, that we believe will be sufficient 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 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, we do not expect the ultimate liability, if any, resulting from all environmental matters, including the liability for all related pending legal proceedings, asserted legal claims, the potential claims in Alhambra, California, for which tests detected no contaminants, and known potential legal claims that are likely to be asserted, to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity | |
Equity | Note 16—Equity Shares held by subsidiaries Accumulated other comprehensive loss Years ended December 31, 2019 2018 Balance, beginning of period $ (279) $ (290) Other comprehensive income (loss) before reclassifications (25) 6 Reclassifications to net loss 4 5 Other comprehensive income (loss), net (21) 11 Effect of adopting accounting standards update (24) — Balance, end of period $ (324) $ (279) Redeemable noncontrolling interest |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-Based Compensation | |
Share-Based Compensation | Note 17—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. Our 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, 2019, we had 32.7 million shares authorized and 7.4 million shares available to be granted under the Long-Term Incentive Plan. At December 31, 2019, the total unrecognized compensation cost related to our unvested share-based awards was $42 million, which is expected to be recognized over a weighted-average period of 1.7 years. Service awards typically vest either in three one Service awards Restricted share units Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2019 4,077,992 $ 10.40 Granted 3,044,494 8.33 Vested (2,224,030) 10.40 Forfeited (178,878) 9.01 Unvested at December 31, 2019 4,719,578 $ 9.11 During the year ended December 31, 2019, the vested restricted share units had an aggregate grant-date fair value of $23 million. During the years ended December 31, 2018 and 2017, we granted 2,521,939 and 1,921,029 service-based units, respectively, with a per unit weighted-average grant-date fair value of $9.67 and $13.03, respectively. During the years ended December 31, 2018 and 2017, we had 2,087,141 and 1,867,970 service-based units, respectively, that vested with an aggregate grant-date fair value of $27 million and $28 million, respectively. Stock options 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, 2019 3,767,483 $ 21.56 6.84 $ — Granted 1,594,528 8.35 — — Forfeited (201,596) 30.93 — — Expired (295,990) 60.33 — — Outstanding at December 31, 2019 4,864,425 $ 14.48 7.34 $ — Vested and exercisable at December 31, 2019 2,212,911 $ 20.88 5.85 $ — During the year ended December 31, 2019, the granted stock options had a per option weighted-average grant-date fair value of $4.09. During the year ended December 31, 2019, the vested stock options had an aggregate grant-date fair value of $10 million. At December 31, 2019 and 2018, there were outstanding unvested stock options to purchase 2,651,514 and 2,166,969 shares, respectively. During the years ended December 31, 2018 and 2017, we granted stock options to purchase 1,249,266 and 877,231 shares, respectively, with a per option weighted-average grant-date fair value of $9.18 and $6.46, respectively. During the years ended December 31, 2018 and 2017, the vested stock options had an aggregate grant-date fair value of $6 million and $2 million, respectively. During the years ended December 31, 2017 and 2016, no stock options were exercised. Performance awards Restricted share units Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2019 1,763,794 $ 12.93 Granted 1,067,316 10.77 Vested (676,098) 16.25 Forfeited (73,393) 3.02 Unvested at December 31, 2019 2,081,619 $ 10.78 During the year ended December 31, 2019, the vested performance-based units had an aggregate grant-date fair value of $11 million. During the years ended December 31, 2018 and 2017, we granted 1,074,054 and 689,740 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $10.79 and $16.25, respectively. During the years ended December 31, 2018 and 2017, the vested performance-based units had an aggregate grant-date fair value of $11 million and $7 million, respectively. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Balance Sheet Information | |
Supplemental Balance Sheet Information | Note 18—Supplemental Balance Sheet Information Other current liabilities were comprised of the following (in millions): December 31, 2019 2018 Other current liabilities Accrued payroll and employee benefits $ 207 $ 182 Accrued interest 169 184 Accrued taxes, other than income 73 69 Finance lease liability 35 — Operating lease liabilities 13 — Deferred revenues 100 87 Contingent liabilities 180 213 Other 4 11 Total other current liabilities $ 781 $ 746 Other long-term liabilities were comprised of the following (in millions): December 31, 2019 2018 Other long-term liabilities Postemployment benefit plan obligations $ 346 $ 355 Finance lease liability 444 — Operating lease liabilities 116 — Income taxes payable 179 476 Deferred revenues 429 399 Construction contract intangible liability — 132 Other 41 62 Total other long-term liabilities $ 1,555 $ 1,424 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 19—Supplemental Cash Flow Information Net cash provided by operating activities attributable to the net change in other operating assets and liabilities was comprised of the following (in millions): Years ended December 31, 2019 2018 2017 Changes in other operating assets and liabilities Decrease in accounts receivable $ 87 $ 180 $ 230 (Increase) decrease in other assets (30) 3 (37) Decrease in accounts payable and other current liabilities (21) (154) (115) (Decrease) increase in other long-term liabilities (34) 80 (13) Change in income taxes receivable / payable, net (303) 125 (58) Change in receivables from / payables to affiliates, net (10) — — $ (311) $ 234 $ 7 Additional cash flow information was as follows (in millions): Years ended December 31, 2019 2018 2017 Certain cash operating activities Cash payments for interest $ 648 $ 570 $ 486 Cash payments for income taxes 121 151 124 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 48 $ 30 $ 20 Issuance of shares in business combinations (b) — 2,112 — Issuance of debt in business combination (c) — 1,026 — (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—Drilling Fleet. (b) In connection with our acquisition of Songa and Ocean Rig, we issued 66.9 million and 147.7 million shares, respectively, with an aggregate fair value of $735 million and $1.4 billion, respectively. See Note 4—Business Combinations. (c) In connection with our acquisition of Songa, we issued $854 million aggregate principal amount of Exchangeable Bonds as partial consideration to Songa shareholders and settlement for certain Songa indebtedness. See Note 4—Business Combinations. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments | |
Financial Instruments | Note 20—Financial Instruments Overview December 31, 2019 December 31, 2018 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 1,790 $ 1,790 $ 2,160 $ 2,160 Restricted cash and cash equivalents 558 558 429 429 Restricted investments — — 123 123 Long-term debt, including current maturities 9,261 8,976 9,978 9,212 Derivative instruments, assets 1 1 — — Derivative instruments, liabilities — — 6 6 We estimated the fair value of each class of financial instruments, for which estimating fair value is practicable, by applying the following methods and assumptions: Cash and cash equivalents Restricted cash and cash equivalents Restricted investments Debt Derivative instruments |
Risk Concentration
Risk Concentration | 12 Months Ended |
Dec. 31, 2019 | |
Risk Concentration | |
Risk Concentration | Note 21—Risk Concentration Interest rate risk Currency exchange rate risk Credit risk We earn our revenues by providing our drilling services to integrated oil companies, government-owned or government-controlled oil companies and other independent oil companies. Our receivables are dispersed in various countries. We establish an allowance for doubtful accounts on a case-by-case basis, considering changes in the financial position of a customer, when we believe the required payment of specific amounts owed to us is unlikely to occur. Although we have encountered only isolated credit concerns related to independent oil companies, we occasionally require collateral or other security to support customer receivables. In certain instances, when we determine that collection is not reasonably assured, we may occasionally offer extended payment terms and recognize revenues associated with the contract on a cash basis. Labor agreements |
Operating Segments, Geographic
Operating Segments, Geographic Analysis and Major Customers | 12 Months Ended |
Dec. 31, 2019 | |
Operating Segments, Geographic Analysis and Major Customers | |
Operating Segments, Geographic Analysis and Major Customers | Note 22—Operating Segments, Geographic Analysis and Major Customers Operating segments single Geographic analysis Years ended December 31, 2019 2018 2017 Operating revenues U.S. $ 1,264 $ 1,496 $ 1,527 Norway 775 651 83 Brazil 125 110 335 Other countries (a) 924 761 1,028 Total operating revenues $ 3,088 $ 3,018 $ 2,973 (a) Other countries represents the aggregate value for countries in which we operate that individually had operating revenues representing less than 10 percent of consolidated operating revenues earned. Long-lived assets, presented by country in which they were located, were as follows (in millions): December 31, 2019 (a) 2018 Long-lived assets U.S. $ 6,259 $ 6,257 Norway 3,203 3,260 Greece 2,760 1,103 Other countries (b) 7,194 9,788 Total long-lived assets $ 19,416 $ 20,408 (a) The aggregate carrying amount includes the combined total of our property and equipment and our right-of-use assets. (b) Other countries represents the aggregate value for countries in which we operate that individually had long-lived assets representing less than 10 percent of consolidated long-lived assets. Since 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 in Switzerland, and we do not conduct any operations or have operating revenues in Switzerland. Major customers |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | Note 23—Subsequent Events Priority guaranteed senior unsecured notes Debt redemption |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Results (Unaudited) | |
Quarterly Results (Unaudited) | Note 24—Quarterly Results (Unaudited) Three months ended March 31, June 30, September 30, December 31, (In millions, except per share data) 2019 Operating revenues $ 754 $ 758 $ 784 $ 792 Operating loss (a) (13) (27) (607) (74) Net loss (a) (171) (206) (825) (55) Net loss attributable to controlling interest (a) (171) (208) (825) (51) Per share loss Basic $ (0.28) $ (0.34) $ (1.35) $ (0.08) Diluted $ (0.28) $ (0.34) $ (1.35) $ (0.08) Weighted-average shares outstanding Basic 611 612 613 613 Diluted 611 612 613 613 2018 Operating revenues $ 664 $ 790 $ 816 $ 748 Operating loss (b) (4) (917) (305) (25) Net loss (b) (212) (1,139) (409) (243) Net loss attributable to controlling interest (b) (210) (1,135) (409) (242) Per share loss Basic $ (0.48) $ (2.46) $ (0.88) $ (0.48) Diluted $ (0.48) $ (2.46) $ (0.88) $ (0.48) Weighted-average shares outstanding Basic 438 462 463 506 Diluted 438 462 463 506 (a) Third quarter included an aggregate loss of $583 million, primarily associated with the impairment of certain drilling units and other equipment classified as assets held for sale and $26 million associated with the impairment of certain right-of-use assets and leasehold improvements related to our leases. First quarter, second quarter, third quarter and fourth quarter included an aggregate loss of $41 million associated with the retirement of debt. First quarter and second quarter included a bargain purchase gain of $11 million associated with the Ocean Rig acquisition. Fourth quarter included a gain of $132 million associated with the termination of construction contracts for two ultra-deepwater drillships. (b) First quarter, third quarter and fourth quarter included an aggregate loss of $24 million associated with Songa and Ocean Rig acquisition costs. Fourth quarter included a bargain purchase gain of $10 million associated with the Ocean Rig acquisition. Second quarter included a loss of $462 million associated with the impairment of our goodwill. Second quarter, third quarter and fourth quarter included an aggregate loss of $999 million associated with the impairment of certain drilling units classified as assets held for sale. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Transocean Ltd. and Subsidiaries Schedule II - Valuation and Qualifying Accounts (In millions) Additions Charge to Balance at Charge to cost other Balance at beginning of and accounts Deductions end of period expenses -describe -describe period Year ended December 31, 2017 Reserves and allowances deducted from asset accounts: Allowance for excess and obsolete materials and supplies 153 24 — 36 (a) 141 Valuation allowance on deferred tax assets 412 162 — — 574 Year ended December 31, 2018 Reserves and allowances deducted from asset accounts: Allowance for excess and obsolete materials and supplies 141 12 — 19 (a) 134 Valuation allowance on deferred tax assets 574 67 40 (b) — 681 Year ended December 31, 2019 Reserves and allowances deducted from asset accounts: Allowance for excess and obsolete materials and supplies 134 3 — 10 (a) 127 Valuation allowance on deferred tax assets 681 37 — 2 (c) 716 (a) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale. (b) Amount primarily related to the following: (i) adjustments of $26 million to the valuation allowance and related deferred tax assets with corresponding adjustments to retained earnings associated with our adoption of the accounting standards update that requires an entity to recognize in the period in which it occurs the income tax consequences of an intra entity transfer of an asset other than inventory and (ii) an adjustment of $14 million to the valuation allowance related to deferred tax assets acquired in business combinations. (c) Amount related to adjustments to other deferred tax assets with valuation allowances. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Business combination | Business combinations |
Goodwill | Goodwill |
Derivative instruments | Derivative instruments |
Revenue recognition | Revenue recognition |
Share-based compensation | Share based compensation |
Capitalized interest | Capitalized interest |
Functional currency | Functional currency |
Income taxes | Income taxes We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. 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. 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 also record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions and for other deferred tax assets where, in our opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. Additionally, we record a valuation allowance for foreign tax credit carryforwards to reflect the possible expiration of these benefits prior to their utilization. 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. 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. See Note 12—Income Taxes. |
Cash and cash equivalents | Cash and cash equivalents |
Short-term investments | Short-term investments |
Accounts receivable | Accounts receivable |
Materials and supplies | Materials and supplies |
Restricted cash accounts and investments | Restricted cash accounts and investments |
Assets held for sale | Assets held for sale |
Property and equipment | Property and equipment 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 lives of our drilling units range from 30 two four 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 |
Pension and other postretirement benefits | Pension and other postemployment benefit plans We measure our 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, 2019 and 2018, our pension and other postemployment benefit plan obligations represented an aggregate liability of $351 million and $362 million, respectively, and an aggregate asset of $42 million and $47 million, respectively, representing the funded status of the plans. In the years ended December 31, 2019, 2018 and 2017, aggregate net periodic benefit costs were income of $3 million, income of $9 million and costs of $5 million, respectively. See Note 14—Postemployment Benefit Plans. |
Contingencies | Contingencies |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combination | |
Schedule of unaudited pro forma combined operating results | Years ended December 31, 2018 2017 Contract drilling revenues $ 3,373 $ 4,386 Net loss (2,124) (3,174) Per share loss - basic and diluted (3.47) (5.29) |
Ocean Rig | |
Business Combination | |
Schedule of consideration transferred | Total Consideration transferred Aggregate fair value of shares issued as partial consideration for Ocean Rig shares $ 1,377 Aggregate cash paid as partial consideration for Ocean Rig shares 1,168 Total consideration transferred in business combination $ 2,545 |
Schedule of assets acquired and liabilities assumed | Total Assets acquired Cash and cash equivalents $ 152 Accounts receivable 76 Property and equipment 2,205 Drilling contract intangible assets 275 Other assets 115 Liabilities assumed Accounts payable and other current liabilities 71 Construction contract intangible liabilities 132 Other long-term liabilities 54 Net assets acquired $ 2,566 |
Songa | |
Business Combination | |
Schedule of consideration transferred | Total Consideration transferred Aggregate fair value of shares issued as partial consideration for Songa shares $ 735 Aggregate fair value of Exchangeable Bonds issued as partial consideration for Songa shares 675 Consideration transferred to Songa shareholders 1,410 Aggregate fair value of Exchangeable Bonds issued for settlement of certain Songa indebtedness 351 Total consideration transferred in business combination $ 1,761 |
Schedule of assets acquired and liabilities assumed | Total Assets acquired Cash and cash equivalents $ 113 Accounts receivable 115 Other current assets 80 Property and equipment 2,414 Goodwill 462 Contract intangible assets 632 Liabilities assumed Accounts payable and other current liabilities 178 Debt 1,768 Other long-term liabilities 76 Net assets acquired 1,794 Noncontrolling interest in business combination 33 Controlling interest acquired in business combination $ 1,761 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues | |
Schedule of revenue disaggregation | Year ended December 31, 2019 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,264 $ — $ 119 $ 574 $ 1,957 Harsh environment floaters — 775 — 294 1,069 Deepwater floaters — — 6 1 7 Midwater floaters — — — 55 55 Total revenues $ 1,264 $ 775 $ 125 $ 924 $ 3,088 Year ended December 31, 2018 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,496 $ — $ 26 $ 266 $ 1,788 Harsh environment floaters — 651 — 323 974 Deepwater floaters — — 84 40 124 Midwater floaters — — — 74 74 High-specification jackups — — — 58 58 Total revenues $ 1,496 $ 651 $ 110 $ 761 $ 3,018 Year ended December 31, 2017 U.S. Norway Brazil Other Total Ultra-deepwater floaters $ 1,519 $ — $ 235 $ 294 $ 2,048 Harsh environment floaters 8 83 — 365 456 Deepwater floaters — — 100 44 144 Midwater floaters — — — 153 153 High-specification jackups — — — 172 172 Total revenues $ 1,527 $ 83 $ 335 $ 1,028 $ 2,973 |
Schedule of contract balances and changes | December 31, 2019 2018 Deferred contract revenues, recorded in other current liabilities $ 100 $ 87 Deferred contract revenues, recorded in other long-term liabilities 429 399 Total contract liabilities $ 529 $ 486 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2019 2018 Total contract liabilities, beginning of period $ 486 $ 625 Decrease due to recognition of revenues for goods and services (114) (239) Increase due to goods and services transferred over time 157 100 Total contract liabilities, end of period $ 529 $ 486 |
Drilling Fleet (Tables)
Drilling Fleet (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Drilling Fleet | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Years ended December 31, 2019 2018 2017 Construction work in progress, beginning of period $ 632 $ 1,392 $ 2,171 Capital expenditures Newbuild construction program 129 75 397 Other equipment and construction projects 258 109 100 Total capital expenditures 387 184 497 Changes in accrued capital additions 20 4 (23) Construction work in progress impaired (5) — — Construction work in progress acquired in business combination — 28 — Construction work in progress sold — — (289) Property and equipment placed into service Newbuild construction program — (903) (896) Other property and equipment (281) (73) (68) Construction work in progress, end of period $ 753 $ 632 $ 1,392 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Other Intangibles | |
Schedule of contract intangible assets | Year ended December 31, 2019 Year ended December 31, 2018 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 $ (112) $ 795 $ — $ — $ — Acquisition — — — 907 — 907 Amortization — (187) (187) — (112) (112) Balance, end of period $ 907 $ (299) $ 608 $ 907 $ (112) $ 795 |
Schedule of future amortization of contract intangible revenues | Total Years ending December 31, 2020 $ 190 2021 190 2022 171 2023 52 2024 5 Total carrying amount of contract intangible assets $ 608 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases | |
Schedule of lease costs | Year ended December 31, 2019 Lease costs Operating lease costs $ 25 Short-term lease costs 13 Finance lease costs, amortization of right-of-use assets 21 Finance lease costs, interest on lease liabilities 39 Total lease costs $ 98 |
Schedule of lease cash flow information | Year ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 19 Operating cash flows from finance lease 39 Financing cash flows from finance lease 32 |
Schedule of future minimum payments on operating leases | At December 31, 2019, the aggregate future minimum rental payments for our leases were as follows (in millions): Operating Finance leases lease Years ending December 31, 2020 $ 16 $ 71 2021 12 71 2022 14 71 2023 12 71 2024 12 71 Thereafter 135 327 Total future minimum rental payment 201 682 Less amount representing imputed interest (72) (203) Present value of future minimum rental payments 129 479 Less current portion, recorded in other current liabilities (13) (35) Long-term lease liabilities, recorded in other long-term liabilities $ 116 $ 444 |
Schedule of future minimum payments on finance leases | Operating Finance leases lease Years ending December 31, 2020 $ 16 $ 71 2021 12 71 2022 14 71 2023 12 71 2024 12 71 Thereafter 135 327 Total future minimum rental payment 201 682 Less amount representing imputed interest (72) (203) Present value of future minimum rental payments 129 479 Less current portion, recorded in other current liabilities (13) (35) Long-term lease liabilities, recorded in other long-term liabilities $ 116 $ 444 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt | |
Debt, net of unamortized discounts, premiums and fair value adjustments | Principal amount Carrying amount December 31, December 31, December 31, December 31, 2019 2018 2019 2018 6.50% Senior Notes due November 2020 (a) $ 206 $ 286 $ 206 $ 288 6.375% Senior Notes due December 2021 (a) 222 328 221 327 5.52% Senior Secured Notes due May 2022 (b) 200 282 198 280 3.80% Senior Notes due October 2022 (a) 190 411 189 408 0.50% Exchangeable Bonds due January 2023 (a) 863 863 862 862 5.375% Senior Secured Notes due May 2023 (d) 525 — 518 — 9.00% Senior Notes due July 2023 (c) 714 1,250 701 1,221 5.875% Senior Secured Notes due January 2024 (d) 667 750 656 735 7.75% Senior Secured Notes due October 2024 (d) 420 480 412 469 6.25% Senior Secured Notes due December 2024 (d) 437 500 430 489 6.125% Senior Secured Notes due August 2025 (d) 534 600 525 588 7.25% Senior Notes due November 2025 (c) 750 750 737 736 7.50% Senior Notes due January 2026 (c) 750 750 743 742 6.875% Senior Secured Notes due February 2027 (d) 550 — 541 — 7.45% Notes due April 2027 (a) 88 88 86 86 8.00% Debentures due April 2027 (a) 57 57 57 57 7.00% Notes due June 2028 (e) 300 300 306 306 Finance lease contract due August 2029 — 511 — 511 7.50% Notes due April 2031 (a) 588 588 585 585 6.80% Senior Notes due March 2038 (a) 1,000 1,000 991 991 7.35% Senior Notes due December 2041 (a) 300 300 297 297 Total debt 9,361 10,094 9,261 9,978 Less debt due within one year 6.50% Senior Notes due November 2020 (a) 206 — 206 — 5.52% Senior Secured Notes due May 2022 (b) 88 83 87 81 5.375% Senior Secured Notes due May 2023 (d) 16 — 14 — 5.875% Senior Secured Notes due January 2024 (d) 83 83 79 79 7.75% Senior Secured Notes due October 2024 (d) 60 60 58 58 6.25% Senior Secured Notes due December 2024 (d) 62 62 60 60 6.125% Senior Secured Notes due August 2025 (d) 66 66 64 63 Finance lease contract due August 2029 — 32 — 32 Total debt due within one year 581 386 568 373 Total long-term debt $ 8,780 $ 9,708 $ 8,693 $ 9,605 (a) Transocean Inc., a 100 percent owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures. Transocean Ltd. has provided a full and unconditional guarantee of the notes and debentures. Transocean Ltd. has no independent assets or operations, and its other subsidiaries not owned indirectly through Transocean Inc. were minor. Transocean Inc. has no independent assets and operations, other than those related to its investments in non-guarantor operating companies and balances primarily pertaining to its cash and cash equivalents and debt. Except as discussed under “Indentures,” 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. (b) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally guaranteed by the owner of the collateral rig. See “—Debt issuances—Senior secured notes.” (c) Transocean Inc. is the issuer of the unregistered notes. The priority guaranteed senior unsecured notes, which rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations and rank structurally senior to the extent of the value of the assets of the subsidiaries guaranteeing the notes, are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. See “—Debt issuances—Priority guaranteed senior unsecured notes.” (d) Each subsidiary issuer of the respective unregistered senior secured 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. See “—Debt issuances—Senior secured notes.” (e) The subsidiary issuer of the registered notes is a wholly owned indirect subsidiary of Transocean Inc. Transocean Inc. has provided a full and unconditional guarantee of the notes and debentures. |
Scheduled maturities of debt | Total Years ending December 31, 2020 $ 581 2021 633 2022 610 2023 2,316 2024 854 Thereafter 4,367 Total principal amount of debt 9,361 Total debt-related balances, net (100) Total carrying amount of debt $ 9,261 |
Schedule of debt repurchases | Years ended December 31, 2019 2018 2017 2.50% Senior Notes due October 2017 — — 62 6.00% Senior Notes due March 2018 — — 354 7.375% Senior Notes due April 2018 — — 83 6.50% Senior Notes due November 2020 23 — 15 6.375% Senior Notes due December 2021 43 — 10 3.80% Senior Notes due October 2022 32 95 33 9.00% Senior Notes due July 2023 336 — — Aggregate principal amount retired $ 434 $ 95 $ 557 Aggregate cash payment $ 449 $ 95 $ 564 Aggregate net loss $ (23) $ — $ (7) |
Schedule of tender offers | Years ended December 31, 2019 2017 2.50% Senior Notes due October 2017 $ — $ 271 6.00% Senior Notes due March 2018 — 400 7.375% Senior Notes due April 2018 — 128 6.50% Senior Notes due November 2020 57 207 6.375% Senior Notes due December 2021 63 213 3.80% Senior Notes due October 2022 190 — 9.00% Senior Notes due July 2023 200 — Aggregate principal amount retired $ 510 $ 1,219 Aggregate cash payment $ 522 $ 1,269 Aggregate net loss $ (18) $ (48) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Components of the provision (benefit) for income taxes | Years ended December 31, 2019 2018 2017 Current tax expense (benefit) $ (189) $ 244 $ 5 Deferred tax expense (benefit) 248 (16) 89 Income tax expense $ 59 $ 228 $ 94 |
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, 2019 2018 2017 Income tax benefit at Swiss federal statutory rate $ (94) $ (139) $ (235) Earnings subject to rates different than the Swiss federal statutory rate 189 (86) (30) Effect of operating structural changes in the U.S. 98 — — Changes in valuation allowance 37 67 162 Losses on impairment 35 114 241 Deemed profits taxes 22 8 16 Base erosion and anti-abuse tax 21 33 — Withholding taxes 11 8 14 Currency revaluation of Norwegian assets 5 11 1 Effect of U.S. tax reform — 104 66 Litigation matters, primarily related to the Macondo well incident — — (70) Benefit from foreign tax credits (8) (5) (15) Changes in unrecognized tax benefits, net (268) 117 (56) Other, net 11 (4) — Income tax expense $ 59 $ 228 $ 94 |
Significant components of deferred tax assets and liabilities | December 31, 2019 2018 Deferred tax assets Net operating loss carryforwards $ 571 $ 479 Interest expense limitation 77 76 Accrued payroll expenses not currently deductible 45 49 Deferred income 41 26 Loss contingencies 38 40 United Kingdom charter limitation 36 30 Tax credit carryforwards 22 11 Accrued expenses 16 44 Other 24 13 Valuation allowance (716) (681) Total deferred tax assets 154 87 Deferred tax liabilities Depreciation (361) (62) Contract intangible amortization (23) (22) Other (16) (1) Total deferred tax liabilities (400) (85) Deferred tax assets (liabilities), net $ (246) $ 2 |
Reconciliation of unrecognized tax benefits, excluding interest and penalties | Years ended December 31, 2019 2018 2017 Balance, beginning of period $ 408 $ 222 $ 274 Additions for prior year tax positions 6 172 17 Additions for current year tax positions 144 29 13 Reductions related to statute of limitation expirations and changes in law (138) (8) (13) Reductions for prior year tax positions (66) (7) (68) Reductions due to settlements (19) — (1) Balance, end of period $ 335 $ 408 $ 222 |
Schedule of unrecognized tax benefits, including related interest and penalties | December 31, 2019 2018 Unrecognized tax benefits, excluding interest and penalties $ 335 $ 408 Interest and penalties 34 106 Unrecognized tax benefits, including interest and penalties $ 369 $ 514 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Loss Per Share | |
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, 2019 2018 2017 Basic Diluted Basic Diluted Basic Diluted Numerator for loss per share Net loss attributable to controlling interest $ (1,255) $ (1,255) $ (1,996) $ (1,996) $ (3,127) $ (3,127) Denominator for loss per share Weighted-average shares outstanding 611 611 467 467 391 391 Effect of share-based awards and other equity instruments 1 1 1 1 — — Weighted-average shares for per share calculation 612 612 468 468 391 391 Loss per share $ (2.05) $ (2.05) $ (4.27) $ (4.27) $ (8.00) $ (8.00) |
Postemployment Benefit Plans (T
Postemployment Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefit Plans | |
Schedule of weighted-average assumptions | Assumptions December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Plans Plans Plans Discount rate 3.27 % 2.13 % 2.39 % 4.31 % 2.86 % 3.56 % Compensation trend rate na 2.25 % na na 2.75 % na We estimated our net periodic benefit costs using the following weighted-average assumptions: Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. Plans Plans Plans Plans Plans Plans Plans Plans OPEB Plans Discount rate 4.32 % 2.86 % 3.56 % 3.68 % 2.49 % 2.93 % 4.26 % 2.69 % 3.08 % Expected rate of return 6.20 % 4.39 % na 6.21 % 4.72 % na 6.31 % 4.79 % na Compensation trend rate na 2.75 % na na 2.50 % na na 2.25 % na “na” means not applicable. |
Schedule of Net Periodic Benefit Costs Before Tax | Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ 7 $ — $ 7 $ — $ 7 $ — $ 7 $ 3 $ 3 $ — $ 6 Interest cost 63 10 1 74 61 10 1 72 65 11 — 76 Expected return on plan assets (71) (17) — (88) (72) (19) — (91) (74) (20) — (94) Special termination benefits — — — — — — 1 1 — — — — Settlements and curtailments 1 2 — 3 — (1) (4) (5) — 13 — 13 Actuarial loss, net 3 — — 3 8 1 — 9 5 1 1 7 Prior service gain, net — — (2) (2) — — (2) (2) — — (3) (3) Net periodic benefit costs (income) $ (4) $ 2 $ (1) $ (3) $ (3) $ (2) $ (4) $ (9) $ (1) $ 8 $ (2) $ 5 |
Schedule of changes in projected benefit obligation, plan assets and funded status and the amounts recognized on consolidated balance sheets | Year ended December 31, 2019 Year ended December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,527 $ 338 $ 17 $ 1,882 $ 1,680 $ 379 $ 19 $ 2,078 Assumed projected benefit obligation — — — — — 29 — 29 Actuarial (gains) losses, net 202 45 1 248 (145) (45) (2) (192) Service cost — 7 — 7 — 7 — 7 Interest cost 63 10 1 74 61 10 1 72 Currency exchange rate changes — 14 — 14 — (21) — (21) Benefits paid (72) (19) (2) (93) (69) (19) (2) (90) Settlements (24) — — (24) — (3) — (3) Plan amendment — — — — — 1 — 1 Special termination benefit — — — — — — 1 1 Projected benefit obligation, end of period 1,696 395 17 2,108 1,527 338 17 1,882 Change in plan assets Fair value of plan assets, beginning of period 1,189 378 — 1,567 1,343 393 — 1,736 Fair value of acquired plan assets — — — — — 22 — 22 Actual return on plan assets 272 39 — 311 (87) (6) — (93) Currency exchange rate changes — 16 — 16 — (22) — (22) Employer contributions 4 16 2 22 2 13 2 17 Benefits paid (72) (19) (2) (93) (69) (19) (2) (90) Settlements (24) — — (24) — (3) — (3) Fair value of plan assets, end of period 1,369 430 — 1,799 1,189 378 — 1,567 Funded status, end of period $ (327) $ 35 $ (17) $ (309) $ (338) $ 40 $ (17) $ (315) Balance sheet classification, end of period: Pension asset, non-current $ — $ 42 $ — $ 42 $ — $ 47 $ — $ 47 Pension liability, current (1) (1) (3) (5) (3) (1) (3) (7) Pension liability, non-current (326) (6) (14) (346) (335) (6) (14) (355) Accumulated other comprehensive loss (income), before taxes 304 84 (12) 376 307 64 (15) 356 Accumulated benefit obligation, end of period $ 1,696 $ 385 $ 17 $ 2,098 $ 1,527 $ 328 $ 17 $ 1,872 |
Schedule of aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Projected benefit obligation $ 1,696 $ 56 $ 17 $ 1,769 $ 1,527 $ 26 $ 17 $ 1,570 Fair value of plan assets 1,369 49 — 1,418 1,189 20 — 1,209 |
Schedule of aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Accumulated benefit obligation $ 1,696 $ 1 $ 17 $ 1,714 $ 1,527 $ 3 $ 17 $ 1,547 Fair value of plan assets 1,369 — — 1,369 1,189 — — 1,189 |
Schedule of amounts in accumulated other comprehensive income, before tax, that have not been recognized as components of net periodic benefit costs | December 31, 2019 December 31, 2018 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Actuarial loss, net $ 304 $ 84 $ 2 $ 390 $ 307 $ 63 $ 1 $ 371 Prior service cost, net — — (14) (14) — 1 (16) (15) Accumulated other comprehensive loss (income), before taxes $ 304 $ 84 $ (12) $ 376 $ 307 $ 64 $ (15) $ 356 |
Schedule of amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit costs in next fiscal year | Year ending December 31, 2020 U.S. Non-U.S. OPEB Plans Plans Plans Total Actuarial loss, net $ 9 $ 1 $ — $ 10 Prior service cost, net — — (2) (2) Total amount expected to be recognized $ 9 $ 1 $ (2) $ 8 |
Schedule of allocations and fair value of plan assets | December 31, 2019 December 31, 2018 Target allocation Actual allocation Target allocation Actual allocation U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Plans Plans Plans Plans Plans Plans Plans Plans Equity securities 50 % 24 % 51 % 27 % 50 % 34 % 50 % 32 % Fixed income securities 50 % 60 % 49 % 56 % 50 % 51 % 50 % 52 % Other investments — % 16 % — % 17 % — 15 % — 16 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % The investments for the funded Transocean Plans were categorized as follows (in millions): December 31, 2019 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean Plans Plans Plans Plans Plans Plans Plans Plans Plans Mutual funds U.S. equity funds $ 480 $ — $ 480 $ 1 $ — $ 1 $ 481 $ — $ 481 Non-U.S. equity funds 216 — 216 5 115 120 221 115 336 Bond funds 656 — 656 6 240 246 662 240 902 Total mutual funds 1,352 — 1,352 12 355 367 1,364 355 1,719 Other investments Cash and money market funds 5 4 9 — — — 5 4 9 Property collective trusts — — — — 20 20 — 20 20 Investment contracts — — — — 51 51 — 51 51 Total other investments 5 4 9 — 71 71 5 75 80 Total investments $ 1,357 $ 4 $ 1,361 $ 12 $ 426 $ 438 $ 1,369 $ 430 $ 1,799 December 31, 2018 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean U.S. Non-U.S. Transocean Plans Plans Plans Plans Plans Plans Plans Plans Plans Mutual funds U.S. equity funds $ 401 $ — $ 401 $ — $ — $ — $ 401 $ — $ 401 Non-U.S. equity funds 179 — 179 5 120 125 184 120 304 Bond funds 591 — 591 7 195 202 598 195 793 Total mutual funds 1,171 — 1,171 12 315 327 1,183 315 1,498 Other investments Cash and money market funds 6 1 7 — — — 6 1 7 Property collective trusts — — — — 19 19 — 19 19 Investment contracts — — — — 43 43 — 43 43 Total other investments 6 1 7 — 62 62 6 63 69 Total investments $ 1,177 $ 1 $ 1,178 $ 12 $ 377 $ 389 $ 1,189 $ 378 $ 1,567 |
Schedule of projected benefits payments | U.S. Non-U.S. OPEB Plans Plans Plans Total Years ending December 31, 2020 $ 79 $ 8 $ 3 $ 90 2021 79 8 3 90 2022 81 8 3 92 2023 82 9 2 93 2024 82 10 3 95 2025 - 2029 419 59 3 481 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of aggregate future payments required under purchase obligations | Service Purchase agreement obligations obligations Years ending December 31, 2020 $ 1,067 $ 110 2021 49 117 2022 — 120 2023 — 124 2024 — 129 Thereafter — 435 Total $ 1,116 $ 1,035 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity | |
Changes in accumulated other comprehensive loss | Years ended December 31, 2019 2018 Balance, beginning of period $ (279) $ (290) Other comprehensive income (loss) before reclassifications (25) 6 Reclassifications to net loss 4 5 Other comprehensive income (loss), net (21) 11 Effect of adopting accounting standards update (24) — Balance, end of period $ (324) $ (279) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 3,767,483 $ 21.56 6.84 $ — Granted 1,594,528 8.35 — — Forfeited (201,596) 30.93 — — Expired (295,990) 60.33 — — Outstanding at December 31, 2019 4,864,425 $ 14.48 7.34 $ — Vested and exercisable at December 31, 2019 2,212,911 $ 20.88 5.85 $ — |
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, 2019 4,077,992 $ 10.40 Granted 3,044,494 8.33 Vested (2,224,030) 10.40 Forfeited (178,878) 9.01 Unvested at December 31, 2019 4,719,578 $ 9.11 |
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, 2019 1,763,794 $ 12.93 Granted 1,067,316 10.77 Vested (676,098) 16.25 Forfeited (73,393) 3.02 Unvested at December 31, 2019 2,081,619 $ 10.78 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Balance Sheet Information | |
Schedule of other current liabilities | December 31, 2019 2018 Other current liabilities Accrued payroll and employee benefits $ 207 $ 182 Accrued interest 169 184 Accrued taxes, other than income 73 69 Finance lease liability 35 — Operating lease liabilities 13 — Deferred revenues 100 87 Contingent liabilities 180 213 Other 4 11 Total other current liabilities $ 781 $ 746 |
Schedule of other long term liabilities | December 31, 2019 2018 Other long-term liabilities Postemployment benefit plan obligations $ 346 $ 355 Finance lease liability 444 — Operating lease liabilities 116 — Income taxes payable 179 476 Deferred revenues 429 399 Construction contract intangible liability — 132 Other 41 62 Total other long-term liabilities $ 1,555 $ 1,424 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Information | |
Schedule of changes in operating assets and liabilities | Years ended December 31, 2019 2018 2017 Changes in other operating assets and liabilities Decrease in accounts receivable $ 87 $ 180 $ 230 (Increase) decrease in other assets (30) 3 (37) Decrease in accounts payable and other current liabilities (21) (154) (115) (Decrease) increase in other long-term liabilities (34) 80 (13) Change in income taxes receivable / payable, net (303) 125 (58) Change in receivables from / payables to affiliates, net (10) — — $ (311) $ 234 $ 7 |
Additional cash flow information | Years ended December 31, 2019 2018 2017 Certain cash operating activities Cash payments for interest $ 648 $ 570 $ 486 Cash payments for income taxes 121 151 124 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 48 $ 30 $ 20 Issuance of shares in business combinations (b) — 2,112 — Issuance of debt in business combination (c) — 1,026 — (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—Drilling Fleet. (b) In connection with our acquisition of Songa and Ocean Rig, we issued 66.9 million and 147.7 million shares, respectively, with an aggregate fair value of $735 million and $1.4 billion, respectively. See Note 4—Business Combinations. (c) In connection with our acquisition of Songa, we issued $854 million aggregate principal amount of Exchangeable Bonds as partial consideration to Songa shareholders and settlement for certain Songa indebtedness. See Note 4—Business Combinations. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | December 31, 2019 December 31, 2018 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 1,790 $ 1,790 $ 2,160 $ 2,160 Restricted cash and cash equivalents 558 558 429 429 Restricted investments — — 123 123 Long-term debt, including current maturities 9,261 8,976 9,978 9,212 Derivative instruments, assets 1 1 — — Derivative instruments, liabilities — — 6 6 |
Operating Segments, Geographi_2
Operating Segments, Geographic Analysis and Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Operating Segments, Geographic Analysis and Major Customers | |
Schedule of operating revenues for continuing operations by country | Years ended December 31, 2019 2018 2017 Operating revenues U.S. $ 1,264 $ 1,496 $ 1,527 Norway 775 651 83 Brazil 125 110 335 Other countries (a) 924 761 1,028 Total operating revenues $ 3,088 $ 3,018 $ 2,973 (a) Other countries represents the aggregate value for countries in which we operate that individually had operating revenues representing less than 10 percent of consolidated operating revenues earned. |
Schedule of long-lived assets of the entity's continuing operations by country | December 31, 2019 (a) 2018 Long-lived assets U.S. $ 6,259 $ 6,257 Norway 3,203 3,260 Greece 2,760 1,103 Other countries (b) 7,194 9,788 Total long-lived assets $ 19,416 $ 20,408 (a) The aggregate carrying amount includes the combined total of our property and equipment and our right-of-use assets. (b) Other countries represents the aggregate value for countries in which we operate that individually had long-lived assets representing less than 10 percent of consolidated long-lived assets. |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Results (Unaudited) | |
Schedule of Quarterly Financial Data (Unaudited) | Three months ended March 31, June 30, September 30, December 31, (In millions, except per share data) 2019 Operating revenues $ 754 $ 758 $ 784 $ 792 Operating loss (a) (13) (27) (607) (74) Net loss (a) (171) (206) (825) (55) Net loss attributable to controlling interest (a) (171) (208) (825) (51) Per share loss Basic $ (0.28) $ (0.34) $ (1.35) $ (0.08) Diluted $ (0.28) $ (0.34) $ (1.35) $ (0.08) Weighted-average shares outstanding Basic 611 612 613 613 Diluted 611 612 613 613 2018 Operating revenues $ 664 $ 790 $ 816 $ 748 Operating loss (b) (4) (917) (305) (25) Net loss (b) (212) (1,139) (409) (243) Net loss attributable to controlling interest (b) (210) (1,135) (409) (242) Per share loss Basic $ (0.48) $ (2.46) $ (0.88) $ (0.48) Diluted $ (0.48) $ (2.46) $ (0.88) $ (0.48) Weighted-average shares outstanding Basic 438 462 463 506 Diluted 438 462 463 506 (a) Third quarter included an aggregate loss of $583 million, primarily associated with the impairment of certain drilling units and other equipment classified as assets held for sale and $26 million associated with the impairment of certain right-of-use assets and leasehold improvements related to our leases. First quarter, second quarter, third quarter and fourth quarter included an aggregate loss of $41 million associated with the retirement of debt. First quarter and second quarter included a bargain purchase gain of $11 million associated with the Ocean Rig acquisition. Fourth quarter included a gain of $132 million associated with the termination of construction contracts for two ultra-deepwater drillships. (b) First quarter, third quarter and fourth quarter included an aggregate loss of $24 million associated with Songa and Ocean Rig acquisition costs. Fourth quarter included a bargain purchase gain of $10 million associated with the Ocean Rig acquisition. Second quarter included a loss of $462 million associated with the impairment of our goodwill. Second quarter, third quarter and fourth quarter included an aggregate loss of $999 million associated with the impairment of certain drilling units classified as assets held for sale. |
Business (Details)
Business (Details) | Dec. 31, 2019item |
Number of mobile offshore drilling units | 45 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 28 |
Number of mobile offshore drilling units under construction | 2 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 14 |
Midwater floaters | |
Number of mobile offshore drilling units | 3 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill | ||||
Loss on impairment of goodwill | $ 462 | $ 462 | ||
Loss on impairment of goodwill, tax effect | 0 | |||
Contract intangibles | ||||
Contract intangible assets | $ 608 | 795 | ||
Capitalized interest | ||||
Capitalized interest costs on construction work in progress | 38 | 37 | $ 116 | |
Functional currency | ||||
Net foreign currency exchange gain (loss) | 2 | (38) | $ (6) | |
Materials and supplies | ||||
Materials and supplies, allowance for obsolescence | 127 | 134 | ||
Restricted cash accounts and investments | ||||
Restricted cash investment | 558 | 552 | ||
Restricted cash investments classified as current | 558 | 551 | ||
Restricted cash investments classified in other assets | 1 | |||
Assets held for sale | ||||
Assets held for sale, included in other current assets | $ 0 | $ 25 | ||
Property and equipment | ||||
Property and equipment as a percentage of total assets | 78.00% | |||
Drilling rig units | Minimum | ||||
Property and equipment | ||||
Estimated original useful life | 30 years | |||
Drilling rig units | Maximum | ||||
Property and equipment | ||||
Estimated original useful life | 35 years | |||
Buildings and improvements | Minimum | ||||
Property and equipment | ||||
Estimated original useful life | 2 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 |
Significant Accounting Polici_4
Significant Accounting Policies (Pensions) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 351 | $ 362 | |
Pension asset, non-current | 42 | 47 | |
Net periodic benefit costs (income) | $ (3) | $ (9) | $ 5 |
Accounting Standards Updates (D
Accounting Standards Updates (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Dec. 31, 2019 |
Recently issued accounting standards | ||
Lease, Practical Expedients, Package [true false] | true | |
Finance Lease, Liability | $ 479 | |
Finance lease current | 35 | |
Finance lease noncurrent | 444 | |
Operating lease liability | 129 | |
Operating leases current | 13 | |
Operating leases noncurrent | $ 116 | |
ASU-Leases | Reclassifications | ||
Recently issued accounting standards | ||
Right-to-use asset, Finance lease | $ 528 | |
Finance Lease, Liability | 511 | |
Finance lease current | 32 | |
Finance lease noncurrent | 479 | |
Right-to-use asset, Operating lease | 95 | |
Operating lease liability | 133 | |
Operating leases current | 15 | |
Operating leases noncurrent | 118 | |
ASU-Reclassification of certain tax effects | Reclassifications | ||
Recently issued accounting standards | ||
Effect of adopting accounting standards update | $ 24 |
Business Combinations (Details)
Business Combinations (Details) shares in Millions, $ in Millions | Mar. 28, 2018USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2019item | Jan. 30, 2018USD ($) |
Business Combination | ||||
Number of mobile offshore drilling units | item | 45 | |||
Acquisition of noncontrolling interest in compulsory acquisition | $ 31 | |||
Ultra-deepwater floaters | ||||
Business Combination | ||||
Number of mobile offshore drilling units | item | 28 | |||
Number of mobile offshore drilling units under construction | item | 2 | |||
Harsh environment floaters | ||||
Business Combination | ||||
Number of mobile offshore drilling units | item | 14 | |||
0.50% Exchangeable Bonds due January 2023 | ||||
Business Combination | ||||
Debt instrument interest rate stated percentage | 0.50% | |||
Songa | ||||
Business Combination | ||||
Ownership interest (as a percent) | 97.70% | |||
Acquisition of noncontrolling interest in compulsory acquisition | $ 30 | |||
Convertible Debt | $ 854 | |||
Cash payment to acquire noncontrolling interest | $ 8 | |||
Stock Issued During Period, Shares, Acquisitions | shares | 1.1 | |||
Songa | 0.50% Exchangeable Bonds due January 2023 | ||||
Business Combination | ||||
Convertible Debt | $ 9 | $ 854 | ||
Debt instrument interest rate stated percentage | 0.50% | |||
Songa | Senior Unsecured Exchangeable Bonds0.5 Percent Settle Indebtedness [Member] | ||||
Business Combination | ||||
Convertible Debt | $ 292 | |||
Songa | Senior Unsecured Exchangeable Bonds0.5 Percent Acquisition Of Shares [Member] | ||||
Business Combination | ||||
Convertible Debt | $ 562 | |||
Ocean Rig | ||||
Business Combination | ||||
Number of mobile offshore drilling units under construction | item | 2 |
Business Combinations (Pro form
Business Combinations (Pro forma) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Unaudited pro forma information | ||
Contract drilling revenues | $ 3,373 | $ 4,386 |
Net loss | $ (2,124) | $ (3,174) |
Per share loss - basic and diluted (in dollars per share) | $ (3.47) | $ (5.29) |
Songa | ||
Unaudited pro forma information | ||
Revenue since acquisition | $ 497 | |
Net income (loss) since acquisition | 87 | |
Ocean Rig | ||
Unaudited pro forma information | ||
Revenue since acquisition | 15 | |
Net income (loss) since acquisition | $ (8) |
Business Combinations (Consider
Business Combinations (Consideration and Allocation) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 05, 2018 | Jan. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Aggregate consideration | |||||||||
Acquisition costs | $ 24 | $ 24 | $ 24 | $ 4 | |||||
Aggregate fair value of shares issued as partial consideration | $ 2,112 | ||||||||
Songa | |||||||||
Aggregate consideration | |||||||||
Newly issued shares (in shares) | 66.9 | 66.9 | |||||||
Business combination consideration (per share) | $ 10.99 | ||||||||
Aggregate fair value of shares issued as partial consideration | $ 735 | $ 735 | |||||||
Aggregate fair value of Exchangeable Bonds issued | 675 | ||||||||
Consideration transferred to Songa shareholders | 1,410 | ||||||||
Total consideration transferred in business combination | 1,761 | ||||||||
Acquisition price allocation | |||||||||
Cash and cash equivalents | 113 | ||||||||
Accounts receivable | 115 | ||||||||
Property and equipment | 2,414 | ||||||||
Goodwill | 462 | ||||||||
Drilling contract intangible assets | 632 | ||||||||
Other current assets | 80 | ||||||||
Accounts payable and other current liabilities | 178 | ||||||||
Debt | 1,768 | ||||||||
Other long-term liabilities | 76 | ||||||||
Net assets acquired | 1,794 | ||||||||
Noncontrolling interest in business combination | 33 | ||||||||
Controlling interest acquired in business combination | 1,761 | ||||||||
Songa | Senior Unsecured Exchangeable Bonds0.5 Percent Settle Indebtedness [Member] | |||||||||
Aggregate consideration | |||||||||
Aggregate fair value of Exchangeable Bonds issued | $ 351 | ||||||||
Ocean Rig | |||||||||
Aggregate consideration | |||||||||
Newly issued shares (in shares) | 147.7 | 147.7 | |||||||
Business combination consideration (per share) | $ 9.32 | ||||||||
Aggregate fair value of shares issued as partial consideration | $ 1,377 | $ 1,400 | |||||||
Aggregate cash paid as partial consideration | 1,168 | ||||||||
Total consideration transferred in business combination | 2,545 | ||||||||
Acquisition price allocation | |||||||||
Cash and cash equivalents | 152 | ||||||||
Accounts receivable | 76 | ||||||||
Property and equipment | 2,205 | ||||||||
Drilling contract intangible assets | 275 | ||||||||
Other current assets | 115 | ||||||||
Accounts payable and other current liabilities | 71 | ||||||||
Construction contract intangible liabilities | 132 | ||||||||
Other long-term liabilities | 54 | ||||||||
Net assets acquired | $ 2,566 | ||||||||
Bargain purchase gain | $ 10 | $ 11 | $ 11 | $ 10 | |||||
Cumulative gain on bargain purchase | $ 21 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investments | ||
Related party receivable | $ 26 | $ 7 |
Related party payable | 9 | |
Transocean Norge | ||
Investments | ||
Equity method investment payment | $ 74 | 91 |
Ownership percentage | 33.00% | |
Aggregate carrying amount of equity investment | $ 164 | $ 91 |
Transocean Norge | Reimbursements, Agent Fees and Other Receipts | ||
Investments | ||
Related party transaction | (96) | |
Transocean Norge | Rent Expense | ||
Investments | ||
Affiliate costs | 8 | |
Transocean Norge | Bareboat Charter Lease | ||
Investments | ||
Related party transaction | 6 | |
Other Investments | Capital Expenditures | ||
Investments | ||
Related party transaction | 7 | |
Other Investments | Research and Development | ||
Investments | ||
Related party transaction | $ 4 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | |||||||||||
Performance obligations satisfied in previous periods | $ 10 | $ 174 | |||||||||
Recognized pre-operating costs | 18 | 45 | $ 45 | ||||||||
Unrecognized pre-operating costs | $ 34 | $ 2 | 34 | 2 | |||||||
Contract drilling revenues | $ 792 | $ 784 | $ 758 | $ 754 | $ 748 | $ 816 | $ 790 | $ 664 | 3,088 | 3,018 | 2,973 |
Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 2,973 | ||||||||||
Ultra-deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,957 | 1,788 | |||||||||
Ultra-deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 2,048 | ||||||||||
Harsh environment floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,069 | 974 | |||||||||
Harsh environment floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 456 | ||||||||||
Deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 7 | 124 | |||||||||
Deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 144 | ||||||||||
Midwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 55 | 74 | |||||||||
Midwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 153 | ||||||||||
High specification jackups | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 58 | ||||||||||
High specification jackups | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 172 | ||||||||||
U.S. | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,264 | 1,496 | 1,527 | ||||||||
U.S. | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,527 | ||||||||||
U.S. | Ultra-deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,264 | 1,496 | |||||||||
U.S. | Ultra-deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,519 | ||||||||||
U.S. | Harsh environment floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 8 | ||||||||||
Norway | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 775 | 651 | 83 | ||||||||
Norway | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 83 | ||||||||||
Norway | Harsh environment floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 775 | 651 | |||||||||
Norway | Harsh environment floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 83 | ||||||||||
Brazil | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 125 | 110 | 335 | ||||||||
Brazil | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 335 | ||||||||||
Brazil | Ultra-deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 119 | 26 | |||||||||
Brazil | Ultra-deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 235 | ||||||||||
Brazil | Deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 6 | 84 | |||||||||
Brazil | Deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 100 | ||||||||||
Other | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 924 | 761 | |||||||||
Other | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1,028 | ||||||||||
Other | Ultra-deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 574 | 266 | |||||||||
Other | Ultra-deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 294 | ||||||||||
Other | Harsh environment floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 294 | 323 | |||||||||
Other | Harsh environment floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 365 | ||||||||||
Other | Deepwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 1 | 40 | |||||||||
Other | Deepwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 44 | ||||||||||
Other | Midwater floaters | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | $ 55 | 74 | |||||||||
Other | Midwater floaters | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | 153 | ||||||||||
Other | High specification jackups | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | $ 58 | ||||||||||
Other | High specification jackups | Before adoption of Topic 606 | |||||||||||
Revenue | |||||||||||
Contract drilling revenues | $ 172 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contract balances | |||
Deferred contract revenues, recorded in other current liabilities | $ 100 | $ 87 | |
Deferred contract revenues, recorded in other long-term liabilities | 429 | 399 | |
Total contract liabilities | $ 529 | $ 486 | $ 625 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Significant changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 486 | $ 625 |
Decrease due to recognition of revenues for goods and services | (114) | (239) |
Increase due to goods and services transferred over time | 157 | 100 |
Total contract liabilities, at end of period | $ 529 | $ 486 |
Drilling Fleet (Details)
Drilling Fleet (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | $ 387 | $ 184 | $ 497 |
Construction work in progress impaired | (609) | (1,464) | (1,498) |
Construction in Progress | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Construction work in progress, at beginning of period | 632 | 1,392 | 2,171 |
Total capital expenditures | 387 | 184 | 497 |
Changes in accrued capital additions | 20 | 4 | (23) |
Construction work in progress impaired | (5) | ||
Construction work in progress acquired in business combination | 28 | ||
Construction work in progress sold | (289) | ||
Construction work in progress, at end of period | 753 | 632 | 1,392 |
New builds | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | 129 | 75 | 397 |
Property and equipment placed into service | (903) | (896) | |
Other property and equipment | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | 258 | 109 | 100 |
Property and equipment placed into service | $ (281) | $ (73) | $ (68) |
Drilling Fleet (Impairment held
Drilling Fleet (Impairment held and used) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Impairment of assets held and used | ||
Loss associated with impairment, net of tax (per share) | $ 0.94 | |
Midwater floaters | ||
Impairment of assets held and used | ||
Impairment of in use assets | $ 94 | |
Loss associated with in use asset impairment, net of tax | $ 93 | |
Loss associated with impairment, net of tax (per share) | $ 0.25 |
Drilling Fleet (Impairment he_2
Drilling Fleet (Impairment held for sale) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets held for sale | |||||
Aggregate loss on impairment of assets held for sale | $ 578 | ||||
Loss associated with impairment, net of tax (per share) | $ 0.94 | ||||
Aggregate loss on impairment of assets held for sale, tax effect | $ 0 | ||||
Rig sales | |||||
Assets held for sale | |||||
Aggregate loss on impairment of assets held for sale | $ 583 | $ 999 | $ 999 | $ 1,400 | |
Loss associated with impairment, net of tax (per share) | $ 2.13 | $ 3.59 | |||
Aggregate loss on impairment of assets held for sale, tax effect | $ 0 | $ 0 |
Drilling Fleet (Disposal) (Deta
Drilling Fleet (Disposal) (Details) $ / shares in Units, $ in Millions | May 31, 2017item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares |
Dispositions | ||||
Number of mobile offshore drilling units | item | 45 | |||
Net cash proceeds from sale of assets | $ 70 | $ 43 | $ 350 | |
Gain (loss) on the sale of assets | (12) | (1,603) | ||
Assets held for sale, included in other current assets | 0 | 25 | ||
Assets sold, not discontinued operations | High specification jackups | ||||
Dispositions | ||||
Number of mobile offshore drilling units | item | 10 | |||
Number of mobile offshore drilling units under construction | item | 5 | |||
Net cash proceeds from sale of assets | 319 | |||
Gain (loss) on the sale of assets | $ (1,600) | |||
Gain (loss) on the sale of assets per diluted share | $ / shares | $ (4.08) | |||
Gain (loss) on disposal of assets, tax effect | $ 0 | |||
Number of high specification jackups operated through contract completion or novation | item | 3 | |||
Disposal group operating income | 44 | 65 | ||
Assets sold, not discontinued operations | Rig sales | ||||
Dispositions | ||||
Net cash proceeds from sale of assets | 64 | 36 | 22 | |
Gain (loss) on the sale of assets | 4 | $ 7 | $ 9 | |
Gain (loss) on the sale of assets per diluted share | $ / shares | $ 0.01 | $ 0.01 | ||
Gain (loss) on disposal of assets, tax effect | 0 | $ 0 | $ 0 | |
Assets sold, not discontinued operations | Other property and equipment | ||||
Dispositions | ||||
Net cash proceeds from sale of assets | 6 | 7 | 9 | |
Gain (loss) on the sale of assets | $ (16) | $ (7) | $ (15) |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Goodwill) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)item | Dec. 31, 2018USD ($)$ / shares | |
Goodwill and Other Intangibles. | ||
Number of impaired ultra-deepwater floaters | item | 3 | |
Loss on impairment of goodwill | $ 462 | $ 462 |
Loss on impairment of goodwill per diluted share from continuing operations | $ / shares | $ 0.99 | |
Loss on impairment of goodwill, tax effect | $ 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles (Intangible Rollforward) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gross carrying amount | ||
Beginning Balance, Gross | $ 907 | |
Acquisition | $ 907 | |
Ending Balance, Gross | 907 | 907 |
Accumulated amortization | ||
Beginning Balance, amortization | (112) | |
Amortization | (187) | (112) |
Ending Balance, amortization | (299) | (112) |
Net carrying amount | ||
Beginning Balance, Net | 795 | |
Acquisition | 907 | |
Amortization | (187) | (112) |
Ending Balance, Net | $ 608 | $ 795 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles (Amortization) (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Intangibles | |||
Recognition of contract intangible revenues | $ 187 | $ 112 | |
2020 | $ 190 | 190 | |
2021 | 190 | 190 | |
2022 | 171 | 171 | |
2023 | 52 | 52 | |
2024 | 5 | 5 | |
Total carrying amount of contract intangible assets | 608 | 608 | 795 |
Intangible liabilities | |||
Construction contract intangible liabilities | $ 132 | ||
Gain on termination of construction contracts | $ 132 | $ 132 | |
Ultra-deepwater floaters | |||
Intangible liabilities | |||
Number of mobile offshore drilling units under construction | item | 2 | 2 |
Leases (Operating leases) (Deta
Leases (Operating leases) (Details) | Dec. 31, 2019 |
Leases | |
Weighted average discount rate, operating leases (as a percent) | 6.30% |
Weighted-average remaining lease term, operating leases | 13 years 9 months 18 days |
Leases (Finance lease) (Details
Leases (Finance lease) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Implicit interest rate (as a percent) | 7.80% |
Scheduled monthly payments under finance lease obligation | $ 6,000,000 |
End of lease obligation | 1 |
Recognized expense associated with amortization of right-of-use asset from finance lease | $ 21,000,000 |
Leases (Lease costs) (Details)
Leases (Lease costs) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2019 | |
Leases | ||
Operating lease costs | $ 25 | |
Short-term lease costs | 13 | |
Finance lease costs, amortization of right-of-use assets | 21 | |
Finance lease costs, interest on lease liabilities | 39 | |
Total lease costs | 98 | |
Operating lease impairment | $ 26 | $ 26 |
Leases - (Cash flow) (Details)
Leases - (Cash flow) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases | |
Operating cash flows from operating leases | $ 19 |
Operating cash flows from finance lease | 39 |
Financing cash flows from finance lease | $ 32 |
Leases (Maturity) (Details)
Leases (Maturity) (Details) $ in Millions | Dec. 31, 2019USD ($) |
Operating lease maturity | |
2020 | $ 16 |
2021 | 12 |
2022 | 14 |
2023 | 12 |
2024 | 12 |
Thereafter | 135 |
Total future minimum rental payment | 201 |
Less amount representing imputed interest | (72) |
Present value of future minimum rental payments under operating leases | 129 |
Operating lease current portion, recorded in other current liabilities | $ (13) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Operating lease long-term lease liabilities, recorded in other long-term | $ 116 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Finance lease maturity | |
2020 | $ 71 |
2021 | 71 |
2022 | 71 |
2023 | 71 |
2024 | 71 |
Thereafter | 327 |
Total future minimum rental payment | 682 |
Less amount representing imputed interest | (203) |
Present value of future minimum rental payments under finance leases | 479 |
Finance lease current portion, recorded in other current liabilities | $ (35) |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Finance lease long-term lease liabilities, recorded in other long-term liabilities | $ 444 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2019 | Feb. 01, 2019 | Dec. 31, 2018 | Oct. 25, 2018 | Jul. 31, 2018 | Oct. 17, 2017 | May 05, 2017 | |
Principal amount | |||||||
Total principal amount of debt | $ 9,361 | $ 10,094 | |||||
Debt due within one year | 581 | 386 | |||||
Long-term debt | 8,780 | 9,708 | |||||
Carrying amount | |||||||
Total debt | 9,261 | 9,978 | |||||
Debt due within one year | 568 | 373 | |||||
Long-term debt | $ 8,693 | 9,605 | |||||
Transocean Inc | |||||||
Carrying amount | |||||||
Percentage ownership interest in Transocean Inc. by Transocean Ltd. | 100.00% | ||||||
6.50% Senior Notes due November 2020 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 206 | 286 | |||||
Debt due within one year | 206 | ||||||
Carrying amount | |||||||
Total debt | 206 | 288 | |||||
Debt due within one year | $ 206 | ||||||
Debt instrument interest rate stated percentage | 6.50% | ||||||
6.375% Senior Notes due December 2021 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 222 | 328 | |||||
Carrying amount | |||||||
Total debt | $ 221 | 327 | |||||
Debt instrument interest rate stated percentage | 6.375% | ||||||
5.52% Senior Notes due May 2022 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 200 | 282 | |||||
Debt due within one year | 88 | 83 | |||||
Carrying amount | |||||||
Total debt | 198 | 280 | |||||
Debt due within one year | $ 87 | 81 | |||||
Debt instrument interest rate stated percentage | 5.52% | 5.52% | |||||
3.80% Senior Notes due October 2022 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 190 | 411 | |||||
Carrying amount | |||||||
Total debt | $ 189 | 408 | |||||
Debt instrument interest rate stated percentage | 3.80% | ||||||
0.50% Exchangeable Bonds due January 2023 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 863 | 863 | |||||
Carrying amount | |||||||
Total debt | $ 862 | 862 | |||||
Debt instrument interest rate stated percentage | 0.50% | ||||||
5.375% Senior Secured Notes due May 2023 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 525 | ||||||
Debt due within one year | 16 | ||||||
Carrying amount | |||||||
Total debt | 518 | ||||||
Debt due within one year | $ 14 | ||||||
Debt instrument interest rate stated percentage | 5.375% | ||||||
9.00% Senior Notes due July 2023 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 714 | 1,250 | |||||
Carrying amount | |||||||
Total debt | $ 701 | 1,221 | |||||
Debt instrument interest rate stated percentage | 9.00% | ||||||
5.875% Senior Secured Notes due January 2024 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 667 | 750 | |||||
Debt due within one year | 83 | 83 | |||||
Carrying amount | |||||||
Total debt | 656 | 735 | |||||
Debt due within one year | $ 79 | 79 | |||||
Debt instrument interest rate stated percentage | 5.875% | 5.875% | |||||
7.75% Senior Secured Notes due October 2024 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 420 | 480 | |||||
Debt due within one year | 60 | 60 | |||||
Carrying amount | |||||||
Total debt | 412 | 469 | |||||
Debt due within one year | $ 58 | 58 | |||||
Debt instrument interest rate stated percentage | 7.75% | ||||||
6.25% Senior Notes due December 2024 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 437 | 500 | |||||
Debt due within one year | 62 | 62 | |||||
Carrying amount | |||||||
Total debt | 430 | 489 | |||||
Debt due within one year | $ 60 | 60 | |||||
Debt instrument interest rate stated percentage | 6.25% | ||||||
6.125% Senior Secured Notes due August 2025 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 534 | 600 | |||||
Debt due within one year | 66 | 66 | |||||
Carrying amount | |||||||
Total debt | 525 | 588 | |||||
Debt due within one year | $ 64 | 63 | |||||
Debt instrument interest rate stated percentage | 6.125% | 6.125% | |||||
7.25% Senior Notes due November 2025 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 750 | 750 | |||||
Carrying amount | |||||||
Total debt | $ 737 | 736 | |||||
Debt instrument interest rate stated percentage | 7.25% | 7.25% | |||||
7.50% Senior Notes due January 2026 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 750 | 750 | |||||
Carrying amount | |||||||
Total debt | $ 743 | 742 | |||||
Debt instrument interest rate stated percentage | 7.50% | ||||||
6.875% Senior Secured Notes due February 2027 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 550 | ||||||
Carrying amount | |||||||
Total debt | $ 541 | ||||||
Debt instrument interest rate stated percentage | 6.875% | 6.875% | |||||
7.45% Notes due April 2027 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 88 | 88 | |||||
Carrying amount | |||||||
Total debt | $ 86 | 86 | |||||
Debt instrument interest rate stated percentage | 7.45% | ||||||
8.00% Debentures due April 2027 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 57 | 57 | |||||
Carrying amount | |||||||
Total debt | $ 57 | 57 | |||||
Debt instrument interest rate stated percentage | 8.00% | ||||||
7.00% Notes due June 2028 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 300 | 300 | |||||
Carrying amount | |||||||
Total debt | $ 306 | 306 | |||||
Debt instrument interest rate stated percentage | 7.00% | ||||||
Finance lease contract due August 2029 | |||||||
Principal amount | |||||||
Total principal amount of debt | 511 | ||||||
Debt due within one year | 32 | ||||||
Carrying amount | |||||||
Total debt | 511 | ||||||
Debt due within one year | 32 | ||||||
7.50% Notes due April 2031 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 588 | 588 | |||||
Carrying amount | |||||||
Total debt | $ 585 | 585 | |||||
Debt instrument interest rate stated percentage | 7.50% | 7.50% | |||||
6.80% Senior Notes due March 2038 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 1,000 | 1,000 | |||||
Carrying amount | |||||||
Total debt | $ 991 | 991 | |||||
Debt instrument interest rate stated percentage | 6.80% | ||||||
7.35% Senior Notes due December 2041 | |||||||
Principal amount | |||||||
Total principal amount of debt | $ 300 | 300 | |||||
Carrying amount | |||||||
Total debt | $ 297 | $ 297 | |||||
Debt instrument interest rate stated percentage | 7.35% |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Scheduled maturities of debt | ||
2020 | $ 581 | |
2021 | 633 | |
2022 | 610 | |
2023 | 2,316 | |
2024 | 854 | |
Thereafter | 4,367 | |
Total principal amount of debt | 9,361 | $ 10,094 |
Total debt-related balances, net | (100) | |
Total carrying amount of debt | $ 9,261 |
Debt (Issued) (Details)
Debt (Issued) (Details) $ / shares in Units, $ in Millions | May 24, 2019USD ($) | Feb. 01, 2019USD ($) | Oct. 25, 2018USD ($) | Jan. 30, 2018USD ($)$ / shares | Oct. 17, 2017USD ($) | May 05, 2017USD ($) | Jul. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt | |||||||||||
Proceeds from issuance of debt | $ 1,056 | $ 2,054 | $ 1,144 | ||||||||
Aggregate principal amount outstanding | 9,361 | 10,094 | |||||||||
Restricted cash and cash equivalents | $ 558 | 429 | |||||||||
Equity component of convertible debt instruments | 172 | ||||||||||
5.375% Senior Secured Notes due May 2023 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 5.375% | ||||||||||
Aggregate principal amount outstanding | $ 525 | ||||||||||
5.875% Senior Secured Notes due January 2024 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 5.875% | 5.875% | |||||||||
Debt instrument face value | $ 750 | ||||||||||
Proceeds from issuance of debt | $ 733 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 667 | 750 | |||||||||
Restricted cash and cash equivalents | $ 63 | ||||||||||
6.125% Senior Secured Notes due August 2025 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.125% | 6.125% | |||||||||
Debt instrument face value | $ 600 | ||||||||||
Proceeds from issuance of debt | $ 586 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 534 | 600 | |||||||||
Restricted cash and cash equivalents | $ 51 | ||||||||||
7.75% Senior Secured Notes due October 2024 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 7.75% | ||||||||||
Aggregate principal amount outstanding | $ 420 | 480 | |||||||||
6.25% Senior Notes due December 2024 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.25% | ||||||||||
Aggregate principal amount outstanding | $ 437 | 500 | |||||||||
6.375% Senior Notes due December 2021 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.375% | ||||||||||
Interest rate, as adjusted (as a percent) | 8.375% | ||||||||||
Aggregate principal amount outstanding | $ 222 | 328 | |||||||||
3.80% Senior Notes due October 2022 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 3.80% | ||||||||||
Interest rate, as adjusted (as a percent) | 5.80% | ||||||||||
Aggregate principal amount outstanding | $ 190 | 411 | |||||||||
7.35% Senior Notes due December 2041 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 7.35% | ||||||||||
Interest rate, as adjusted (as a percent) | 9.35% | ||||||||||
Aggregate principal amount outstanding | $ 300 | 300 | |||||||||
Five-Year Revolving Credit Facility | |||||||||||
Debt | |||||||||||
Borrowing capacity, maximum | $ 1,000 | 1,300 | |||||||||
Aggregate minimum principal amount impacting maturity | $ 300 | ||||||||||
Aggregate carrying amount assets pledged | $ 4,400 | ||||||||||
Consolidated indebtedness to total tangible capitalization ratio | 0.60 | ||||||||||
Minimum liquidity | $ 500 | ||||||||||
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 | $ 1,300 | ||||||||||
Five-Year Revolving Credit Facility | Minimum | |||||||||||
Debt | |||||||||||
Commitment fee percentage at period end | 0.375% | ||||||||||
Five-Year Revolving Credit Facility | Maximum | |||||||||||
Debt | |||||||||||
Commitment fee percentage at period end | 1.00% | ||||||||||
Five-Year Revolving Credit Facility | Adjusted LIBOR | |||||||||||
Debt | |||||||||||
Spread on variable rate basis (as a percent) | 2.875% | ||||||||||
Percentage reduction to the calculated variable rate | 1.00% | ||||||||||
Five-Year Revolving Credit Facility | Adjusted LIBOR | Minimum | |||||||||||
Debt | |||||||||||
Spread on variable rate basis (as a percent) | 2.625% | ||||||||||
Five-Year Revolving Credit Facility | Adjusted LIBOR | Maximum | |||||||||||
Debt | |||||||||||
Spread on variable rate basis (as a percent) | 3.375% | ||||||||||
7.25% Senior Notes due November 2025 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 7.25% | 7.25% | |||||||||
Debt instrument face value | $ 750 | ||||||||||
Proceeds from issuance of debt | $ 735 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 750 | 750 | |||||||||
7.50% Notes due April 2031 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 7.50% | 7.50% | |||||||||
Debt instrument face value | $ 750 | ||||||||||
Proceeds from issuance of debt | $ 742 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 588 | 588 | |||||||||
6.875% Senior Secured Notes due February 2027 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.875% | 6.875% | |||||||||
Debt instrument face value | $ 550 | ||||||||||
Proceeds from issuance of debt | $ 539 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 550 | ||||||||||
Restricted cash and cash equivalents | $ 19 | ||||||||||
5.375% Senior Secured Notes due May 2023 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 5.375% | ||||||||||
Debt instrument face value | $ 525 | ||||||||||
Proceeds from issuance of debt | $ 517 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Restricted cash and cash equivalents | $ 14 | ||||||||||
5.52% Senior Notes due May 2022 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 5.52% | 5.52% | |||||||||
Debt instrument face value | $ 410 | ||||||||||
Proceeds from issuance of debt | $ 403 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate principal amount outstanding | $ 200 | 282 | |||||||||
Senior Secured Notes | |||||||||||
Debt | |||||||||||
Aggregate carrying amount assets pledged | $ 6,300 | 4,400 | |||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Restricted cash and cash equivalents | $ 386 | 347 | |||||||||
0.50% Exchangeable Bonds due January 2023 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 0.50% | ||||||||||
Debt instrument face value | $ 863 | ||||||||||
Aggregate principal amount outstanding | $ 863 | $ 863 | |||||||||
Debt conversion ratio | 0.09729756 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 10.28 | ||||||||||
Fair value of debt | $ 1,000 | ||||||||||
Equity component of convertible debt instruments | $ 172 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | Oct. 16, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 05, 2019 | Jul. 11, 2017 |
Debt | ||||||
Total debt | $ 9,261 | $ 9,978 | ||||
Aggregate net loss | $ (41) | (3) | $ (55) | |||
2.50% Senior Notes due October 2017 | ||||||
Debt | ||||||
Debt instrument interest rate stated percentage | 2.50% | |||||
Aggregate debt repurchase | 271 | |||||
Aggregate principal amount repaid | $ 152 | 62 | ||||
6.00% Senior Notes due March 2018 | ||||||
Debt | ||||||
Aggregate debt repurchase | 400 | |||||
Aggregate principal amount repaid | 354 | |||||
7.375% Senior Notes due April 2018 | ||||||
Debt | ||||||
Aggregate debt repurchase | 128 | |||||
Aggregate principal amount repaid | 83 | |||||
6.50% Senior Notes due November 2020 | ||||||
Debt | ||||||
Debt instrument interest rate stated percentage | 6.50% | |||||
Total debt | $ 206 | 288 | ||||
Aggregate debt repurchase | 57 | 207 | ||||
Aggregate principal amount repaid | $ 23 | 15 | ||||
6.375% Senior Notes due December 2021 | ||||||
Debt | ||||||
Debt instrument interest rate stated percentage | 6.375% | |||||
Total debt | $ 221 | 327 | ||||
Aggregate debt repurchase | 63 | 213 | ||||
Aggregate principal amount repaid | $ 43 | 10 | ||||
3.80% Senior Notes due October 2022 | ||||||
Debt | ||||||
Debt instrument interest rate stated percentage | 3.80% | |||||
Total debt | $ 189 | 408 | ||||
Aggregate debt repurchase | 190 | |||||
Aggregate principal amount repaid | $ 32 | 95 | 33 | |||
9.00% Senior Notes due July 2023 | ||||||
Debt | ||||||
Debt instrument interest rate stated percentage | 9.00% | |||||
Total debt | $ 701 | 1,221 | ||||
Aggregate debt repurchase | 200 | |||||
Aggregate principal amount repaid | 336 | |||||
Debt Repurchases | ||||||
Debt | ||||||
Aggregate principal amount repaid | 434 | 95 | 557 | |||
Aggregate cash payment | 449 | 95 | 564 | |||
Aggregate net loss | (23) | (7) | ||||
Tendered Notes | ||||||
Debt | ||||||
Tender Offer Principal Amount | $ 700 | $ 1,500 | ||||
Aggregate debt repurchase | 510 | 1,219 | ||||
Aggregate cash payment | 522 | 1,269 | ||||
Aggregate net loss | (18) | (48) | ||||
Aggregate of unspecified debt | ||||||
Debt | ||||||
Aggregate principal amount repaid | $ 354 | 257 | $ 299 | |||
Songa | ||||||
Debt | ||||||
Aggregate cash payment | $ 1,650 |
Derivative Instruments (Details
Derivative Instruments (Details) kr in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019NOK (kr) | Dec. 31, 2018NOK (kr) | Jan. 30, 2018USD ($) | |
Forward exchange contracts | |||||
Derivatives | |||||
Exchange rate (as a percent) | 8.90 | 7.94 | 8.90 | 7.94 | |
Fair value adjustments to derivatives | $ (3) | $ (10) | |||
Derivative instruments, assets | 1 | ||||
Derivative instruments, liabilities | 6 | ||||
Forward exchange contracts | Pay | |||||
Derivatives | |||||
Aggregate notional amount | $ 46 | 76 | |||
Forward exchange contracts | Receive | |||||
Derivatives | |||||
Aggregate notional amount | kr | kr 405 | kr 600 | |||
Interest rate swaps | Songa | |||||
Derivatives | |||||
Fair value adjustments to derivatives | 4 | ||||
Derivative instruments, assets | $ 14 | ||||
Cash proceeds from termination of derivatives | 18 | ||||
Currency swaps | Songa | |||||
Derivatives | |||||
Derivative instruments, liabilities | $ 81 | ||||
Cash payment for termination of derivatives | 92 | ||||
Loss associated with derivative sale | $ (11) |
Income Taxes (Exp) (Details)
Income Taxes (Exp) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes | |||
Effective tax rate | (4.90%) | (12.80%) | (3.10%) |
Components of provision (benefit) for income taxes | |||
Current tax expense | $ (189) | $ 244 | $ 5 |
Deferred tax expense (benefit) | 248 | (16) | 89 |
Income tax expense | $ 59 | 228 | 94 |
Income tax expense reconciliation | |||
Income tax expense (benefit) at Swiss federal statutory rate | 7.83% | ||
Income tax benefit at Swiss federal statutory rate | $ (94) | (139) | (235) |
Earnings subject to rates different than the Swiss federal statutory rate | 189 | (86) | (30) |
Changes in valuation allowance | 37 | 67 | 162 |
Losses on impairment | 35 | 114 | 241 |
Deemed profits taxes | 22 | 8 | 16 |
Base erosion and anti-abuse tax | 21 | 33 | |
Withholding taxes | 11 | 8 | 14 |
Currency revaluation of Norwegian assets | 5 | 11 | 1 |
Effect of U.S. tax reform | 104 | 66 | |
Litigation matters, primarily related to the Macondo well incident | (70) | ||
Benefit from foreign tax credits | (8) | (5) | (15) |
Other, net | 11 | (4) | |
Income tax expense | 59 | 228 | 94 |
Changes in unrecognized tax benefits, net | (268) | $ 117 | $ (56) |
U.S. | |||
Income tax expense reconciliation | |||
Other, net | $ 98 |
Income Taxes (Deferred) (Detail
Income Taxes (Deferred) (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets | |||||
Net operating loss carryforwards | $ 571 | $ 479 | |||
Interest expense limitation | 77 | 76 | |||
Accrued payroll expenses not currently deductible | 45 | 49 | |||
Deferred income | 41 | 26 | |||
Loss contingencies | 38 | 40 | |||
United Kingdom charter limitation | 36 | 30 | |||
Tax credit carryforwards | 22 | 11 | |||
Accrued expenses | 16 | 44 | |||
Other | 24 | 13 | |||
Valuation allowance | (716) | (681) | |||
Total deferred tax assets | 154 | 87 | |||
Deferred tax liabilities | |||||
Depreciation | (361) | (62) | |||
Contract intangible amortization | (23) | (22) | |||
Other | (16) | (1) | |||
Total deferred tax liabilities | (400) | (85) | |||
Net deferred tax liabilities | (246) | ||||
Net deferred tax assets | 2 | ||||
U.S. foreign tax credit carryforwards | 22 | 11 | |||
NOLs that are not subject to expiration dates | 354 | 307 | |||
NOLs that are subject to expiration dates | 217 | 172 | |||
Indefinitely reinvested earnings | 254 | ||||
Unrecognized deferred tax liability on indefinitely reinvested earnings | 13 | ||||
Reconciliation of unrecognized tax benefits, excluding interest and penalties | |||||
Balance, beginning of period | $ 408 | $ 222 | $ 274 | ||
Additions for prior year tax positions | 6 | 172 | 17 | ||
Additions for current year tax positions | 144 | 29 | 13 | ||
Reductions related to statute of limitation expirations and changes in law | (138) | (8) | (13) | ||
Reductions for prior year tax positions | (66) | (7) | (68) | ||
Reductions due to settlements | (19) | (1) | |||
Balance, end of period | 335 | 408 | 222 | ||
Unrecognized tax benefits | |||||
Unrecognized tax benefits, excluding interest and penalties | 335 | 222 | 222 | 335 | 408 |
Interest and penalties | 34 | 106 | |||
Unrecognized tax benefits, including interest and penalties | 369 | $ 514 | |||
Interest and penalties related to unrecognized tax benefits recognized as a component of income tax expense | $ (72) | $ 13 | $ (9) | ||
Amount if recognized that would impact tax rate | $ 175 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
2017 Tax Act estimated transition taxes | $ 120 | ||
Income tax benefit | 16 | ||
BEAT liability expense | $ 21 | $ 33 | |
2017 Tax Act income tax expense | $ 66 |
Income Taxes (Tax Returns) (Det
Income Taxes (Tax Returns) (Details) - 12 months ended Dec. 31, 2019 R$ in Millions, $ in Millions | USD ($)jurisdiction | BRL (R$)jurisdiction |
Income Tax Examination | ||
Number of jurisdictions with extensions beyond statute of limitations | 2 | 2 |
Maximum number of years agreed to extensions beyond the statute of limitations | 20 years | 20 years |
Minimum | ||
Income Tax Examination | ||
Range of tax returns are subject to examination | 3 years | 3 years |
Maximum | ||
Income Tax Examination | ||
Range of tax returns are subject to examination | 6 years | 6 years |
Brazil | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | $ 168 | R$ 676 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator for loss per share, basic | |||||||||||
Net loss attributable to controlling interest | $ (1,255) | $ (1,996) | $ (3,127) | ||||||||
Denominator for loss per share, basic | |||||||||||
Weighted-average shares outstanding | 611 | 467 | 391 | ||||||||
Effect of share-based awards and other equity instruments | 1 | 1 | |||||||||
Weighted-average shares for per share calculation, basic | 613 | 613 | 612 | 611 | 506 | 463 | 462 | 438 | 612 | 468 | 391 |
Loss per share, basic (in dollars per share) | $ (0.08) | $ (1.35) | $ (0.34) | $ (0.28) | $ (0.48) | $ (0.88) | $ (2.46) | $ (0.48) | $ (2.05) | $ (4.27) | $ (8) |
Numerator for loss per share, diluted | |||||||||||
Net loss attributable to controlling interest | $ (1,255) | $ (1,996) | $ (3,127) | ||||||||
Denominator for loss per share, diluted | |||||||||||
Weighted-average shares outstanding | 611 | 467 | 391 | ||||||||
Effect of share-based awards and other equity instruments | 1 | 1 | |||||||||
Weighted-average shares for per share calculation, diluted | 613 | 613 | 612 | 611 | 506 | 463 | 462 | 438 | 612 | 468 | 391 |
Loss per share, diluted (in dollars per share) | $ (0.08) | $ (1.35) | $ (0.34) | $ (0.28) | $ (0.48) | $ (0.88) | $ (2.46) | $ (0.48) | $ (2.05) | $ (4.27) | $ (8) |
Share-based awards | |||||||||||
Anti-dilutive securities | |||||||||||
Securities excluded from earnings per share calculation (in shares) | 12 | 10.6 | 4.7 | ||||||||
0.50% Exchangeable Bonds due January 2023 | |||||||||||
Anti-dilutive securities | |||||||||||
Securities excluded from earnings per share calculation (in shares) | 84 | 77.2 |
Postemployment Benefit Plans (A
Postemployment Benefit Plans (Assumptions) (Details) - plan | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
U.S. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | 3 | ||
U.S. | Unfunded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | 3 | ||
U.K. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | 1 | ||
Norway | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | 4 | ||
Norway | Unfunded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | 2 | ||
Transocean Plans | U.S. | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 3.27% | 4.31% | |
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 4.32% | 3.68% | 4.26% |
Expected rate of return (as a percent) | 6.20% | 6.21% | 6.31% |
Transocean Plans | Non-U.S. Plans | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 2.13% | 2.86% | |
Compensation trend rate (as a percent) | 2.25% | 2.75% | |
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 2.86% | 2.49% | 2.69% |
Expected rate of return (as a percent) | 4.39% | 4.72% | 4.79% |
Compensation trend rate (as a percent) | 2.75% | 2.50% | 2.25% |
OPEB Plans | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 2.39% | 3.56% | |
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 3.56% | 2.93% | 3.08% |
Postemployment Benefit Plans (C
Postemployment Benefit Plans (Costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net periodic benefit costs, before tax | |||
Service cost | $ 7 | $ 7 | $ 6 |
Interest cost | 74 | 72 | 76 |
Expected return on plan assets | (88) | (91) | (94) |
Special termination benefits | 1 | ||
Settlements and curtailments | 3 | (5) | 13 |
Actuarial loss, net | 3 | 9 | 7 |
Prior service gain, net | (2) | (2) | (3) |
Net periodic benefit costs (income) | (3) | (9) | 5 |
OPEB Plans | |||
Net periodic benefit costs, before tax | |||
Interest cost | 1 | 1 | |
Special termination benefits | 1 | ||
Settlements and curtailments | (4) | ||
Actuarial loss, net | 1 | ||
Prior service gain, net | (2) | (2) | (3) |
Net periodic benefit costs (income) | (1) | (4) | (2) |
U.S. | Transocean Plans | |||
Net periodic benefit costs, before tax | |||
Service cost | 3 | ||
Interest cost | 63 | 61 | 65 |
Expected return on plan assets | (71) | (72) | (74) |
Settlements and curtailments | 1 | ||
Actuarial loss, net | 3 | 8 | 5 |
Net periodic benefit costs (income) | (4) | (3) | (1) |
Non-U.S. Plans | Transocean Plans | |||
Net periodic benefit costs, before tax | |||
Service cost | 7 | 7 | 3 |
Interest cost | 10 | 10 | 11 |
Expected return on plan assets | (17) | (19) | (20) |
Settlements and curtailments | 2 | (1) | 13 |
Actuarial loss, net | 1 | 1 | |
Net periodic benefit costs (income) | $ 2 | $ (2) | $ 8 |
Postemployment Benefit Plans (F
Postemployment Benefit Plans (Funded) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 1,882 | $ 2,078 | |
Assumed projected benefit obligation | 29 | ||
Actuarial (gains) losses, net | 248 | (192) | |
Service cost | 7 | 7 | $ 6 |
Interest cost | 74 | 72 | 76 |
Currency exchange rate changes | 14 | (21) | |
Benefits paid | (93) | (90) | |
Settlements | (24) | (3) | |
Plan amendments | 1 | ||
Special termination benefits | 1 | ||
Projected benefit obligation, end of period | 2,108 | 1,882 | 2,078 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,567 | 1,736 | |
Fair value of acquired plan assets | 22 | ||
Actual return on plan assets | 311 | (93) | |
Currency exchange rate changes | 16 | (22) | |
Employer contributions | 22 | 17 | 15 |
Benefits paid | (93) | (90) | |
Settlements | (24) | (3) | |
Fair value of plan assets, end of period | 1,799 | 1,567 | 1,736 |
Funded status, end of period | (309) | (315) | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 42 | 47 | |
Pension liability, current | (5) | (7) | |
Pension liability, non-current | (346) | (355) | |
Accumulated other comprehensive loss (income), before taxes | 376 | 356 | |
Accumulated benefit obligation, end of period | 2,098 | 1,872 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 1,769 | 1,570 | |
Fair value of plan assets | 1,418 | 1,209 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 1,714 | 1,547 | |
Fair value of plan assets | 1,369 | 1,189 | |
Transocean Plans | |||
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,567 | ||
Fair value of plan assets, end of period | 1,799 | 1,567 | |
Transocean Plans | U.S. | |||
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | 1,527 | 1,680 | |
Actuarial (gains) losses, net | 202 | (145) | |
Service cost | 3 | ||
Interest cost | 63 | 61 | 65 |
Benefits paid | (72) | (69) | |
Settlements | (24) | ||
Projected benefit obligation, end of period | 1,696 | 1,527 | 1,680 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,189 | 1,343 | |
Actual return on plan assets | 272 | (87) | |
Employer contributions | 4 | 2 | |
Benefits paid | (72) | (69) | |
Settlements | (24) | ||
Fair value of plan assets, end of period | 1,369 | 1,189 | 1,343 |
Funded status, end of period | (327) | (338) | |
Balance sheet classification, end of period: | |||
Pension liability, current | (1) | (3) | |
Pension liability, non-current | (326) | (335) | |
Accumulated other comprehensive loss (income), before taxes | 304 | 307 | |
Accumulated benefit obligation, end of period | 1,696 | 1,527 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 1,696 | 1,527 | |
Fair value of plan assets | 1,369 | 1,189 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 1,696 | 1,527 | |
Fair value of plan assets | 1,369 | 1,189 | |
Transocean Plans | Non-U.S. Plans | |||
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | 338 | 379 | |
Assumed projected benefit obligation | 29 | ||
Actuarial (gains) losses, net | 45 | (45) | |
Service cost | 7 | 7 | 3 |
Interest cost | 10 | 10 | 11 |
Currency exchange rate changes | 14 | (21) | |
Benefits paid | (19) | (19) | |
Settlements | (3) | ||
Plan amendments | 1 | ||
Projected benefit obligation, end of period | 395 | 338 | 379 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 378 | 393 | |
Fair value of acquired plan assets | 22 | ||
Actual return on plan assets | 39 | (6) | |
Currency exchange rate changes | 16 | (22) | |
Employer contributions | 16 | 13 | |
Benefits paid | (19) | (19) | |
Settlements | (3) | ||
Fair value of plan assets, end of period | 430 | 378 | 393 |
Funded status, end of period | 35 | 40 | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 42 | 47 | |
Pension liability, current | (1) | (1) | |
Pension liability, non-current | (6) | (6) | |
Accumulated other comprehensive loss (income), before taxes | 84 | 64 | |
Accumulated benefit obligation, end of period | 385 | 328 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 56 | 26 | |
Fair value of plan assets | 49 | 20 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 1 | 3 | |
OPEB Plans | |||
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | 17 | 19 | |
Actuarial (gains) losses, net | 1 | (2) | |
Interest cost | 1 | 1 | |
Benefits paid | (2) | (2) | |
Special termination benefits | 1 | ||
Projected benefit obligation, end of period | 17 | 17 | $ 19 |
Change in plan assets | |||
Employer contributions | 2 | 2 | |
Benefits paid | (2) | (2) | |
Funded status, end of period | (17) | (17) | |
Balance sheet classification, end of period: | |||
Pension liability, current | (3) | (3) | |
Pension liability, non-current | (14) | (14) | |
Accumulated other comprehensive loss (income), before taxes | (12) | (15) | |
Accumulated benefit obligation, end of period | 17 | 17 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 17 | 17 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | $ 17 | $ 17 |
Postemployment Benefit Plans _2
Postemployment Benefit Plans (AOCI) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Unrecognized accumulated other comprehensive income, before tax | ||
Actuarial loss, net | $ 390 | $ 371 |
Prior service cost, net | (14) | (15) |
Total | 376 | 356 |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | ||
Actuarial loss, net | 10 | |
Prior service cost, net | (2) | |
Total amount expected to be recognized | 8 | |
OPEB Plans | ||
Unrecognized accumulated other comprehensive income, before tax | ||
Actuarial loss, net | 2 | 1 |
Prior service cost, net | (14) | (16) |
Total | (12) | (15) |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | ||
Prior service cost, net | (2) | |
Total amount expected to be recognized | (2) | |
U.S. | Transocean Plans | ||
Unrecognized accumulated other comprehensive income, before tax | ||
Actuarial loss, net | 304 | 307 |
Total | 304 | 307 |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | ||
Actuarial loss, net | 9 | |
Total amount expected to be recognized | 9 | |
Non-U.S. Plans | Transocean Plans | ||
Unrecognized accumulated other comprehensive income, before tax | ||
Actuarial loss, net | 84 | 63 |
Prior service cost, net | 1 | |
Total | 84 | $ 64 |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | ||
Actuarial loss, net | 1 | |
Total amount expected to be recognized | $ 1 |
Postemployment Benefit Plans _3
Postemployment Benefit Plans (Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value of plan assets | |||
Total investments | $ 1,799 | $ 1,567 | $ 1,736 |
Funding contributions | |||
Employer contributions | 22 | $ 17 | 15 |
Projected pension benefits payments | |||
2020 | 90 | ||
2021 | 90 | ||
2022 | 92 | ||
2023 | 93 | ||
2024 | 95 | ||
2025-2029 | $ 481 | ||
U.S. | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100.00% | 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 | 50.00% | 50.00% | |
Total actual allocation percentage | 51.00% | 50.00% | |
U.S. | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 50.00% | 50.00% | |
Total actual allocation percentage | 49.00% | 50.00% | |
Non-U.S. Plans | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100.00% | 100.00% | |
Total actual allocation percentage | 100.00% | 100.00% | |
Non-U.S. Plans | Equity securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 24.00% | 34.00% | |
Total actual allocation percentage | 27.00% | 32.00% | |
Non-U.S. Plans | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 60.00% | 51.00% | |
Total actual allocation percentage | 56.00% | 52.00% | |
Non-U.S. Plans | Other investments | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 16.00% | 15.00% | |
Total actual allocation percentage | 17.00% | 16.00% | |
Transocean Plans | |||
Fair value of plan assets | |||
Total investments | $ 1,799 | $ 1,567 | |
Funding contributions | |||
Expected defined plan contributions next year | 18 | ||
Transocean Plans | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,361 | 1,178 | |
Transocean Plans | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 438 | 389 | |
Transocean Plans | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 1,719 | 1,498 | |
Transocean Plans | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,352 | 1,171 | |
Transocean Plans | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 367 | 327 | |
Transocean Plans | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 481 | 401 | |
Transocean Plans | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 480 | 401 | |
Transocean Plans | U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 336 | 304 | |
Transocean Plans | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 216 | 179 | |
Transocean Plans | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 120 | 125 | |
Transocean Plans | Bond funds | |||
Fair value of plan assets | |||
Total investments | 902 | 793 | |
Transocean Plans | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 656 | 591 | |
Transocean Plans | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 246 | 202 | |
Transocean Plans | Other investments | |||
Fair value of plan assets | |||
Total investments | 80 | 69 | |
Transocean Plans | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 9 | 7 | |
Transocean Plans | Other investments | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 71 | 62 | |
Transocean Plans | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 9 | 7 | |
Transocean Plans | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 9 | 7 | |
Transocean Plans | Property collective trusts | |||
Fair value of plan assets | |||
Total investments | 20 | 19 | |
Transocean Plans | Property collective trusts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 20 | 19 | |
Transocean Plans | Investment contracts | |||
Fair value of plan assets | |||
Total investments | 51 | 43 | |
Transocean Plans | Investment contracts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 51 | 43 | |
Transocean Plans | U.S. | |||
Fair value of plan assets | |||
Total investments | 1,369 | 1,189 | 1,343 |
Funding contributions | |||
Employer contributions | 4 | 2 | |
Projected pension benefits payments | |||
2020 | 79 | ||
2021 | 79 | ||
2022 | 81 | ||
2023 | 82 | ||
2024 | 82 | ||
2025-2029 | 419 | ||
Transocean Plans | U.S. | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,357 | 1,177 | |
Transocean Plans | U.S. | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 12 | 12 | |
Transocean Plans | U.S. | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 1,364 | 1,183 | |
Transocean Plans | U.S. | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,352 | 1,171 | |
Transocean Plans | U.S. | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 12 | 12 | |
Transocean Plans | U.S. | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 481 | 401 | |
Transocean Plans | U.S. | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 480 | 401 | |
Transocean Plans | U.S. | U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | U.S. | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 221 | 184 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 216 | 179 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 5 | 5 | |
Transocean Plans | U.S. | Bond funds | |||
Fair value of plan assets | |||
Total investments | 662 | 598 | |
Transocean Plans | U.S. | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 656 | 591 | |
Transocean Plans | U.S. | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | 7 | |
Transocean Plans | U.S. | Other investments | |||
Fair value of plan assets | |||
Total investments | 5 | 6 | |
Transocean Plans | U.S. | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 5 | 6 | |
Transocean Plans | U.S. | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 5 | 6 | |
Transocean Plans | U.S. | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 5 | 6 | |
Transocean Plans | Non-U.S. Plans | |||
Fair value of plan assets | |||
Total investments | 430 | 378 | $ 393 |
Funding contributions | |||
Employer contributions | 16 | 13 | |
Projected pension benefits payments | |||
2020 | 8 | ||
2021 | 8 | ||
2022 | 8 | ||
2023 | 9 | ||
2024 | 10 | ||
2025-2029 | 59 | ||
Transocean Plans | Non-U.S. Plans | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 1 | |
Transocean Plans | Non-U.S. Plans | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 426 | 377 | |
Transocean Plans | Non-U.S. Plans | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 355 | 315 | |
Transocean Plans | Non-U.S. Plans | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 355 | 315 | |
Transocean Plans | Non-U.S. Plans | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 115 | 120 | |
Transocean Plans | Non-U.S. Plans | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 115 | 120 | |
Transocean Plans | Non-U.S. Plans | Bond funds | |||
Fair value of plan assets | |||
Total investments | 240 | 195 | |
Transocean Plans | Non-U.S. Plans | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 240 | 195 | |
Transocean Plans | Non-U.S. Plans | Other investments | |||
Fair value of plan assets | |||
Total investments | 75 | 63 | |
Transocean Plans | Non-U.S. Plans | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 1 | |
Transocean Plans | Non-U.S. Plans | Other investments | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 71 | 62 | |
Transocean Plans | Non-U.S. Plans | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 4 | 1 | |
Transocean Plans | Non-U.S. Plans | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 1 | |
Transocean Plans | Non-U.S. Plans | Property collective trusts | |||
Fair value of plan assets | |||
Total investments | 20 | 19 | |
Transocean Plans | Non-U.S. Plans | Property collective trusts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 20 | 19 | |
Transocean Plans | Non-U.S. Plans | Investment contracts | |||
Fair value of plan assets | |||
Total investments | 51 | 43 | |
Transocean Plans | Non-U.S. Plans | Investment contracts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 51 | 43 | |
OPEB Plans | |||
Funding contributions | |||
Employer contributions | 2 | $ 2 | |
Expected defined plan contributions next year | 3 | ||
Projected pension benefits payments | |||
2020 | 3 | ||
2021 | 3 | ||
2022 | 3 | ||
2023 | 2 | ||
2024 | 3 | ||
2025-2029 | $ 3 |
Postemployment Benefit Plans (D
Postemployment Benefit Plans (DefCont) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Postemployment Benefit Plans | |||
Contribution expense | $ 52 | $ 50 | $ 43 |
Commitments and Contingencies_2
Commitments and Contingencies (PurchOb) (Details) $ in Millions | Dec. 31, 2019USD ($)item |
Ocean Rig | |
Construction financing | |
Number of mobile offshore drilling units under construction | item | 2 |
Supply agreement | |
Future Purchase obligations | |
2020 | $ 110 |
2021 | 117 |
2022 | 120 |
2023 | 124 |
2024 | 129 |
Thereafter | 435 |
Total | 1,035 |
New builds | |
Future Purchase obligations | |
2020 | 1,067 |
2021 | 49 |
Total | $ 1,116 |
Commitments and Contingencies_3
Commitments and Contingencies (Letters of credit and surety bonds) (Details) - Letters of credit and surety bonds - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Letters of credit and surety bonds | ||
Outstanding letters of credit | $ 19 | $ 31 |
Aggregate cash collateral | 10 | 5 |
Surety bonds outstanding | $ 113 | $ 84 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Oct. 31, 2007subsidiary | Dec. 31, 2019USD ($)subsidiary | Dec. 31, 2019plaintiff | Dec. 31, 2019lawsuit | Dec. 31, 2018USD ($) | Feb. 15, 2017USD ($) | |
Contingencies | ||||||||
Restricted cash accounts and investments | $ 558 | $ 551 | ||||||
Macondo well incident | ||||||||
Contingencies | ||||||||
Amount of fines, recoveries and civil penalties | 124 | 158 | ||||||
PSC Settlement Agreement | ||||||||
Contingencies | ||||||||
Settlement Agreement | $ 212 | |||||||
Payment of contingency accrual | $ 33 | $ 58 | ||||||
Cash payment into an escrow account pending approval by MDL Court | $ 125 | $ 156 | ||||||
Nigerian Cabotage Act litigation | ||||||||
Contingencies | ||||||||
Number of subsidiaries | subsidiary | 3 | |||||||
Percentage of surcharge on the value of contracts performed in Nigeria pursuant to the Coastal and Inland Shipping (Cabotage) Act 2003 (the Cabotage Act) | 2.00% | |||||||
Asbestos litigation | ||||||||
Contingencies | ||||||||
Number of subsidiaries | subsidiary | 1 | |||||||
Number of claims | 9 | 185 |
Equity (Details)
Equity (Details) shares in Millions | Dec. 31, 2019subsidiaryshares | Dec. 31, 2018shares |
Equity | ||
Number of subsidiaries to whom shares were issued | subsidiary | 1 | |
Number of shares held by subsidiary | shares | 6.1 | 0.9 |
Equity (AOCI) (Details)
Equity (AOCI) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI roll forward | |||
Balance | $ 13,114 | $ 12,711 | $ 15,805 |
Other comprehensive income (loss) attributable to controlling interest | (21) | 11 | (7) |
Balance | 11,867 | 13,114 | 12,711 |
Defined benefit pension plans | |||
AOCI roll forward | |||
Balance | (279) | (290) | |
Other comprehensive income (loss) before reclassifications | (25) | 6 | |
Reclassifications to net income | 4 | 5 | |
Other comprehensive income (loss) attributable to controlling interest | (21) | 11 | |
Effect of adopting accounting standards update | (24) | ||
Balance | $ (324) | $ (279) | $ (290) |
Equity (ADDCL) (Details)
Equity (ADDCL) (Details) - USD ($) $ in Millions | Jun. 11, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity | |||
Payment to acquire interest | $ 77 | $ 107 | |
Acquisition of redeemable noncontrolling interest | 53 | ||
Carrying amounts associated with consolidated variable interest entities | |||
Assets | 24,105 | $ 25,665 | |
ADDCL | |||
Variable Interest Entity | |||
Ownership interest in affiliate (as a percent) | 65.00% | ||
ADDCL | Angco Cayman Limited | |||
Variable Interest Entity | |||
Ownership interest held by minority interest (as a percent) | 35.00% | ||
ADDCL | |||
Variable Interest Entity | |||
Payment to acquire interest | $ 0 | ||
Acquisition of redeemable noncontrolling interest | $ 53 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Share Based Compensation | |
Shares authorized under the plan | 32.7 |
Shares available for grant under the plan | 7.4 |
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 12 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 | |
Vesting period | 1 year |
Measurement period | 3 years |
Share-Based Compensation (Non o
Share-Based Compensation (Non options) (Details) - Restricted share units - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Service awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 4,077,992 | ||
Granted (in shares) | 3,044,494 | 2,521,939 | 1,921,029 |
Vested (in shares) | (2,224,030) | (2,087,141) | (1,867,970) |
Forfeited (in shares) | (178,878) | ||
Outstanding at the end of the period (in shares) | 4,719,578 | 4,077,992 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 10.40 | ||
Granted (in dollars per share) | 8.33 | $ 9.67 | $ 13.03 |
Vested (in dollars per share) | 10.40 | ||
Forfeited (in dollars per share) | 9.01 | ||
Outstanding at the end of the period (in dollars per share) | $ 9.11 | $ 10.40 | |
Additional disclosure | |||
Total grant date fair value | $ 23 | $ 27 | $ 28 |
Performance awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 1,763,794 | ||
Granted (in shares) | 1,067,316 | 1,074,054 | 689,740 |
Vested (in shares) | (676,098) | ||
Forfeited (in shares) | (73,393) | ||
Outstanding at the end of the period (in shares) | 2,081,619 | 1,763,794 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 12.93 | ||
Granted (in dollars per share) | 10.77 | $ 10.79 | $ 16.25 |
Vested (in dollars per share) | 16.25 | ||
Forfeited (in dollars per share) | 3.02 | ||
Outstanding at the end of the period (in dollars per share) | $ 10.78 | $ 12.93 | |
Additional disclosure | |||
Total grant date fair value | $ 11 | $ 11 | $ 7 |
Share-Based Compensation (Optio
Share-Based Compensation (Options) (Details) - Service awards - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock option activity | ||||
Outstanding at the beginning of the period (in shares) | 3,767,483 | |||
Granted (in shares) | 1,594,528 | 1,249,266 | 877,231 | |
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | (201,596) | |||
Expired (in shares) | (295,990) | |||
Outstanding at the end of the period (in shares) | 4,864,425 | 3,767,483 | ||
Vested and exercisable at the end of the period (in shares) | 2,212,911 | |||
Weighted-average exercise price per share | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 21.56 | |||
Granted (in dollars per share) | 8.35 | |||
Forfeited (in dollars per share) | 30.93 | |||
Expired (in dollars per share) | 60.33 | |||
Outstanding at the end of the period (in dollars per share) | 14.48 | $ 21.56 | ||
Vested and exercisable at the end of the period (in dollars per share) | $ 20.88 | |||
Additional disclosure | ||||
Weighted-average remaining contractual term, outstanding | 7 years 4 months 2 days | 6 years 10 months 2 days | ||
Weighted-average remaining contractual term, vested and exercisable at the end of the period | 5 years 10 months 6 days | |||
Grant date fair value (in dollars per share) | $ 4.09 | $ 9.18 | $ 6.46 | |
Total grant-date fair value of awards vested | $ 10 | $ 6 | $ 2 | |
Unvested stock options outstanding (in shares) | 2,651,514 | 2,166,969 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Other current liabilities | ||
Accrued payroll and employee benefits | $ 207 | $ 182 |
Accrued interest | 169 | 184 |
Accrued taxes, other than income | 73 | 69 |
Finance lease liability | 35 | |
Operating lease liability | 13 | |
Deferred revenues | 100 | 87 |
Contingent liabilities | 180 | 213 |
Other | 4 | 11 |
Total other current liabilities | 781 | 746 |
Other long-term liabilities | ||
Postemployment benefit plan obligations | 346 | 355 |
Finance lease noncurrent | 444 | |
Operating leases noncurrent | 116 | |
Income taxes payable | 179 | 476 |
Deferred revenues | 429 | 399 |
Construction contract intangible liability | 132 | |
Other | 41 | 62 |
Total other long-term liabilities | $ 1,555 | $ 1,424 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) shares in Millions, $ in Millions | Dec. 05, 2018 | Jan. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Changes in other operating assets and liabilities | |||||
Decrease in accounts receivable | $ 87 | $ 180 | $ 230 | ||
(Increase) decrease in other assets | (30) | 3 | (37) | ||
Decrease in accounts payable and other current liabilities | (21) | (154) | (115) | ||
(Decrease) increase in other long-term liabilities | (34) | 80 | (13) | ||
Change in income taxes receivable / payable, net | (303) | 125 | (58) | ||
Change in receivables from / payables to affiliates, net | (10) | ||||
Net change in operating assets and liabilities | (311) | 234 | 7 | ||
Certain cash operating activities | |||||
Cash payments for interest | 648 | 570 | 486 | ||
Cash payments for income taxes | 121 | 151 | 124 | ||
Non-cash investing and financing activities | |||||
Capital additions, accrued at end of period | $ 48 | 30 | $ 20 | ||
Issuance of shares in business combinations | 2,112 | ||||
Issuance of debt in business combination | 1,026 | ||||
Songa | |||||
Non-cash investing and financing activities | |||||
Issuance of shares in business combinations | $ 735 | $ 735 | |||
Newly issued shares (in shares) | 66.9 | 66.9 | |||
Convertible debt | $ 854 | ||||
Ocean Rig | |||||
Non-cash investing and financing activities | |||||
Issuance of shares in business combinations | $ 1,377 | $ 1,400 | |||
Newly issued shares (in shares) | 147.7 | 147.7 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Financial instruments | ||
Restricted cash and cash equivalents | $ 558 | $ 429 |
Long-term debt, including current maturities | 9,261 | 9,978 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 1,790 | 2,160 |
Restricted cash and cash equivalents | 558 | 429 |
Restricted investments | 123 | |
Long-term debt, including current maturities | 9,261 | 9,978 |
Derivative instruments, assets | 1 | |
Derivative instruments, liabilities | 6 | |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 1,790 | 2,160 |
Restricted cash and cash equivalents | 558 | 429 |
Restricted investments | 123 | |
Long-term debt, including current maturities | 8,976 | 9,212 |
Derivative instruments, assets | $ 1 | |
Derivative instruments, liabilities | 6 | |
Other current assets | ||
Financial instruments | ||
Restricted cash and cash equivalents | 428 | |
Other assets | ||
Financial instruments | ||
Restricted cash and cash equivalents | 1 | |
Significant other observable inputs | Other current assets | Fair value | ||
Financial instruments | ||
Restricted investments | $ 123 |
Risk Concentration (Details)
Risk Concentration (Details) | 12 Months Ended |
Dec. 31, 2019employee | |
Labor Agreements | |
Number of employees | 6,600 |
Number of employees engaged through contract labor providers | 700 |
Unionized Employees | Workforce Subject to Collective Bargaining | |
Labor Agreements | |
Percentage of concentration | 47.00% |
Operating Segments, Geographi_3
Operating Segments, Geographic Analysis and Major Customers (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Operating segments, geographical analysis and major customers | |||||||||||
Number of operating segments | segment | 1 | ||||||||||
Revenues | $ 792 | $ 784 | $ 758 | $ 754 | $ 748 | $ 816 | $ 790 | $ 664 | $ 3,088 | $ 3,018 | $ 2,973 |
U.S. | |||||||||||
Operating segments, geographical analysis and major customers | |||||||||||
Revenues | 1,264 | 1,496 | 1,527 | ||||||||
Norway | |||||||||||
Operating segments, geographical analysis and major customers | |||||||||||
Revenues | 775 | 651 | 83 | ||||||||
Brazil | |||||||||||
Operating segments, geographical analysis and major customers | |||||||||||
Revenues | 125 | 110 | 335 | ||||||||
Other countries | |||||||||||
Operating segments, geographical analysis and major customers | |||||||||||
Revenues | $ 924 | $ 761 | $ 1,028 |
Operating Segments, Geographi_4
Operating Segments, Geographic Analysis and Major Customers (Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Operating segments, geographical analysis and major customers | ||
Long-lived assets | $ 19,416 | $ 20,408 |
U.S. | ||
Operating segments, geographical analysis and major customers | ||
Long-lived assets | 6,259 | 6,257 |
Norway | ||
Operating segments, geographical analysis and major customers | ||
Long-lived assets | 3,203 | 3,260 |
Greece | ||
Operating segments, geographical analysis and major customers | ||
Long-lived assets | 2,760 | 1,103 |
Other countries | ||
Operating segments, geographical analysis and major customers | ||
Long-lived assets | $ 7,194 | $ 9,788 |
Operating Segments, Geographi_5
Operating Segments, Geographic Analysis and Major Customers (Concentration) (Details) - Total operating revenues - Operating revenues | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shell | |||
Concentration Risk | |||
Percentage of concentration | 26.00% | 26.00% | 17.00% |
Equinor | |||
Concentration Risk | |||
Percentage of concentration | 21.00% | 18.00% | |
Chevron | |||
Concentration Risk | |||
Percentage of concentration | 17.00% | 21.00% | 29.00% |
Petrobras | |||
Concentration Risk | |||
Percentage of concentration | 14.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Jan. 17, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent events | ||||
Proceeds from issuance of debt | $ 1,056 | $ 2,054 | $ 1,144 | |
Aggregate net loss | $ (41) | $ (3) | $ (55) | |
9.00% Senior Notes due July 2023 | ||||
Subsequent events | ||||
Debt instrument interest rate stated percentage | 9.00% | |||
Subsequent Event | 8.00% Senior Unsecured Notes due February 2027 | ||||
Subsequent events | ||||
Debt instrument face value | $ 750 | |||
Debt instrument interest rate stated percentage | 8.00% | |||
Proceeds from issuance of debt | $ 743 | |||
Redemption price of debt instrument (as a percent) | 100.00% | |||
Subsequent Event | 9.00% Senior Notes due July 2023 | ||||
Subsequent events | ||||
Debt instrument interest rate stated percentage | 9.00% | |||
Aggregate cash payment | $ 767 | |||
Aggregate net loss | $ (66) |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Results (Unaudited) | |||||||||||
Revenues | $ 792 | $ 784 | $ 758 | $ 754 | $ 748 | $ 816 | $ 790 | $ 664 | $ 3,088 | $ 3,018 | $ 2,973 |
Operating loss | (74) | (607) | (27) | (13) | (25) | (305) | (917) | (4) | (721) | (1,251) | (2,505) |
Net loss | (55) | (825) | (206) | (171) | (243) | (409) | (1,139) | (212) | (1,257) | (2,003) | (3,097) |
Net loss attributable to controlling interest | $ (51) | $ (825) | $ (208) | $ (171) | $ (242) | $ (409) | $ (1,135) | $ (210) | $ (1,255) | $ (1,996) | $ (3,127) |
Per share earnings (loss) from continuing operations | |||||||||||
Basic (in dollars per share) | $ (0.08) | $ (1.35) | $ (0.34) | $ (0.28) | $ (0.48) | $ (0.88) | $ (2.46) | $ (0.48) | $ (2.05) | $ (4.27) | $ (8) |
Diluted (in dollars per share) | $ (0.08) | $ (1.35) | $ (0.34) | $ (0.28) | $ (0.48) | $ (0.88) | $ (2.46) | $ (0.48) | $ (2.05) | $ (4.27) | $ (8) |
Weighted-average shares outstanding | |||||||||||
Basic (in shares) | 613 | 613 | 612 | 611 | 506 | 463 | 462 | 438 | 612 | 468 | 391 |
Diluted (in shares) | 613 | 613 | 612 | 611 | 506 | 463 | 462 | 438 | 612 | 468 | 391 |
Quarterly Results (Unaudited)_3
Quarterly Results (Unaudited) (Explanatory) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Aggregate loss on impairment of assets held for sale | $ 578 | ||||||||||
Operating lease impairment | $ 26 | 26 | |||||||||
Loss on retirement of debt | (41) | $ (3) | $ (55) | ||||||||
Gain on termination of construction contracts | $ 132 | 132 | |||||||||
Acquisition costs | $ 24 | $ 24 | 24 | 4 | |||||||
Loss on impairment of goodwill | $ 462 | 462 | |||||||||
Rig sales | |||||||||||
Aggregate loss on impairment of assets held for sale | $ 583 | $ 999 | 999 | $ 1,400 | |||||||
Ocean Rig | |||||||||||
Bargain purchase gain | $ 10 | $ 11 | $ 11 | $ 10 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for excess and obsolete materials and supplies | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | $ 134 | $ 141 | $ 153 |
Charge to cost and expenses | 3 | 12 | 24 |
Deductions | 10 | 19 | 36 |
Balance at the end of the period | 127 | 134 | 141 |
Valuation allowance on deferred tax assets | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | 681 | 574 | 412 |
Charge to cost and expenses | 37 | 67 | 162 |
Charge to other accounts | 40 | ||
Deductions | 2 | ||
Balance at the end of the period | $ 716 | 681 | $ 574 |
Valuation allowance adjustment | 26 | ||
Valuation allowance in business combination | $ 14 |