Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 27, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38373 | |
Entity Registrant Name | Transocean Ltd | |
Entity Incorporation, State or Country Code | V8 | |
Entity Tax Identification Number | 98-0599916 | |
Entity Address, Address Line One | Turmstrasse 30 | |
Entity Address, City or Town | Steinhausen | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 6312 | |
City Area Code | +41 (41) | |
Local Phone Number | 749-0500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 651,139,945 | |
Entity Central Index Key | 0001451505 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Shares | |
Trading Symbol | RIG | |
Security Exchange Name | NYSE | |
0.50% Exchangeable Senior Bonds due January 2023 | ||
Document and Entity Information | ||
Title of 12(b) Security | 0.50% Exchangeable Senior Bonds due 2023 | |
Trading Symbol | RIG/23 | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating revenues | ||||
Contract drilling revenues | $ 656 | $ 930 | $ 1,309 | $ 1,689 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | ||||
Operating and maintenance | $ 434 | $ 525 | $ 869 | $ 1,065 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 186 | $ 196 | $ 373 | $ 402 |
General and administrative | 39 | 45 | 78 | 88 |
Total costs and expenses | 659 | 766 | 1,320 | 1,555 |
Loss on impairment | (429) | (597) | ||
Gain (loss) on disposal of assets, net | 1 | 1 | (58) | |
Operating loss | (2) | (264) | (69) | (463) |
Other income (expense), net | ||||
Interest income | 4 | 4 | 7 | 13 |
Interest expense, net of amounts capitalized | (115) | (153) | (230) | (313) |
Gain (loss) on retirement of debt | 4 | 51 | (53) | |
Other, net | 14 | (56) | 23 | (44) |
Total other income (expense), net | (97) | (201) | (149) | (397) |
Loss before income tax expense | (99) | (465) | (218) | (860) |
Income tax expense (benefit) | 4 | 32 | (17) | 28 |
Net loss | (103) | (497) | (201) | (888) |
Net income attributable to noncontrolling interest | 1 | 1 | ||
Net loss attributable to controlling interest | $ (103) | $ (497) | $ (202) | $ (889) |
Loss per share, basic and diluted (in dollars per share) | $ (0.17) | $ (0.81) | $ (0.33) | $ (1.45) |
Weighted average shares, basic and diluted (in shares) | 621 | 615 | 619 | 615 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (103) | $ (497) | $ (201) | $ (888) |
Net income attributable to noncontrolling interest | 1 | 1 | ||
Net loss attributable to controlling interest | (103) | (497) | (202) | (889) |
Components of net periodic benefit costs before reclassifications | (5) | (9) | ||
Components of net periodic benefit costs reclassified to net loss | 3 | 2 | 4 | 4 |
Other comprehensive income (loss) before income taxes | 3 | 2 | (1) | (5) |
Other comprehensive income (loss) | 3 | 2 | (1) | (5) |
Other comprehensive income (loss) attributable to controlling interest | 3 | 2 | (1) | (5) |
Total comprehensive loss | (100) | (495) | (202) | (893) |
Total comprehensive income attributable to noncontrolling interest | 1 | 1 | ||
Total comprehensive loss attributable to controlling interest | $ (100) | $ (495) | $ (203) | $ (894) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 988 | $ 1,154 |
Accounts receivable, net of allowance of $2 at June 30, 2021 and December 31, 2020 | 539 | 583 |
Materials and supplies, net of allowance of $145 and $143 at June 30, 2021 and December 31, 2020, respectively | 433 | 434 |
Restricted cash and cash equivalents | 502 | 406 |
Other current assets | 156 | 163 |
Total current assets | 2,618 | 2,740 |
Property and equipment | 23,054 | 23,040 |
Less accumulated depreciation | (5,718) | (5,373) |
Property and equipment, net | 17,336 | 17,667 |
Contract intangible assets | 280 | 393 |
Deferred income taxes, net | 8 | 9 |
Other assets | 956 | 995 |
Total assets | 21,198 | 21,804 |
Liabilities and equity | ||
Accounts payable | 198 | 194 |
Accrued income taxes | 8 | 28 |
Debt due within one year | 536 | 505 |
Other current liabilities | 577 | 659 |
Total current liabilities | 1,319 | 1,386 |
Long-term debt | 6,991 | 7,302 |
Deferred income taxes, net | 325 | 315 |
Other long-term liabilities | 1,251 | 1,366 |
Total long-term liabilities | 8,567 | 8,983 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 891,379,015 authorized, 142,363,647 conditionally authorized, 685,676,165 issued and 634,629,502 outstanding at June 30, 2021, and 824,650,660 authorized, 142,363,647 conditionally authorized, 639,676,165 issued and 615,140,276 outstanding at December 31, 2020 | 62 | 60 |
Additional paid-in capital | 13,578 | 13,501 |
Accumulated deficit | (2,068) | (1,866) |
Accumulated other comprehensive loss | (264) | (263) |
Total controlling interest shareholders' equity | 11,308 | 11,432 |
Noncontrolling interest | 4 | 3 |
Total equity | 11,312 | 11,435 |
Total liabilities and equity | $ 21,198 | $ 21,804 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Jun. 30, 2021USD ($)shares | Jun. 30, 2021SFr / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, net of allowance | $ | $ 145 | $ 143 | ||
Shares, CHF par value (in Swiss francs per share) | SFr / shares | SFr 0.10 | SFr 0.10 | ||
Shares, authorized | 891,379,015 | 824,650,660 | ||
Shares, conditionally authorized | 142,363,647 | 142,363,647 | ||
Shares, issued | 685,676,165 | 639,676,165 | ||
Shares, outstanding | 634,629,502 | 615,140,276 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Accumulated deficitPeriod of Adoption, Adjustment | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2019 | $ 11,862 | $ 59 | $ 13,424 | $ (1,297) | $ (324) | $ 5 | $ 11,867 | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 15 | 15 | 15 | |||||
Issuance of shares | 1 | (1) | ||||||
Net loss attributable to controlling interest | (889) | (889) | ||||||
Other comprehensive income (loss) attributable to controlling interest | (5) | (5) | ||||||
Total comprehensive loss attributable to controlling interest | (894) | (894) | ||||||
Total comprehensive income attributable to noncontrolling interest | 1 | |||||||
Total comprehensive loss | (893) | |||||||
Other, net | (2) | (2) | ||||||
Balance at Jun. 30, 2020 | 10,981 | 60 | 13,438 | $ (2) | (2,188) | (329) | 6 | 10,987 |
Balance at Dec. 31, 2019 | 11,862 | 59 | 13,424 | (1,297) | (324) | 5 | 11,867 | |
Balance at Dec. 31, 2020 | 11,432 | 60 | 13,501 | (1,866) | (263) | 3 | 11,435 | |
Balance at Mar. 31, 2020 | 11,469 | 60 | 13,431 | (1,691) | (331) | 6 | 11,475 | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 7 | 7 | 7 | |||||
Net loss attributable to controlling interest | (497) | (497) | ||||||
Other comprehensive income (loss) attributable to controlling interest | 2 | 2 | ||||||
Total comprehensive loss attributable to controlling interest | (495) | (495) | ||||||
Total comprehensive loss | (495) | |||||||
Balance at Jun. 30, 2020 | 10,981 | 60 | 13,438 | $ (2) | (2,188) | (329) | 6 | 10,987 |
Balance at Dec. 31, 2020 | 11,432 | 60 | 13,501 | (1,866) | (263) | 3 | 11,435 | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 14 | 14 | 14 | |||||
Issuance of shares | 66 | 2 | 64 | 66 | ||||
Net loss attributable to controlling interest | (202) | (202) | ||||||
Other comprehensive income (loss) attributable to controlling interest | (1) | (1) | ||||||
Total comprehensive loss attributable to controlling interest | (203) | (203) | ||||||
Total comprehensive income attributable to noncontrolling interest | 1 | |||||||
Total comprehensive loss | (202) | |||||||
Other, net | (1) | (1) | (1) | |||||
Balance at Jun. 30, 2021 | 11,308 | 62 | 13,578 | (2,068) | (264) | 4 | 11,312 | |
Balance at Mar. 31, 2021 | 11,336 | 60 | 13,508 | (1,965) | (267) | 4 | 11,340 | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 7 | 7 | 7 | |||||
Issuance of shares | 66 | 2 | 64 | 66 | ||||
Net loss attributable to controlling interest | (103) | (103) | ||||||
Other comprehensive income (loss) attributable to controlling interest | 3 | 3 | ||||||
Total comprehensive loss attributable to controlling interest | (100) | (100) | ||||||
Total comprehensive loss | (100) | |||||||
Other, net | (1) | (1) | (1) | |||||
Balance at Jun. 30, 2021 | $ 11,308 | $ 62 | $ 13,578 | $ (2,068) | $ (264) | $ 4 | $ 11,312 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (497) | $ (201) | $ (888) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Contract intangible asset amortization | 113 | 101 | |
Depreciation and amortization | 196 | 373 | 402 |
Share-based compensation expense | 14 | 15 | |
Loss on impairment | 429 | 597 | |
Loss on impairment of investment in unconsolidated affiliates | 59 | ||
Loss on disposal of assets, net | (1) | 58 | |
(Gain) loss on retirement of debt | (4) | (51) | 53 |
Deferred income tax expense | 11 | 30 | |
Other, net | 14 | 32 | |
Changes in deferred revenues, net | (72) | (10) | |
Changes in deferred costs, net | 7 | (4) | |
Changes in other operating assets and liabilities, net | (17) | (348) | |
Net cash provided by operating activities | 249 | 39 | |
Cash flows from investing activities | |||
Capital expenditures | (100) | (153) | |
Proceeds from disposal of assets, net | 7 | 3 | |
Investments in loans to unconsolidated affiliates | (33) | ||
Investments in unconsolidated affiliates | (6) | ||
Net cash used in investing activities | (126) | (156) | |
Cash flows from financing activities | |||
Repayments of debt | (239) | (1,009) | |
Proceeds from issuance of shares | 66 | ||
Proceeds from issuance of debt, net of issue costs | 743 | ||
Other, net | (20) | (18) | |
Net cash used in financing activities | (193) | (284) | |
Net decrease in unrestricted and restricted cash and cash equivalents | (70) | (401) | |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,560 | 2,349 | |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,948 | $ 1,490 | $ 1,948 |
Business
Business | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, including 27 ultra-deepwater floaters and 10 harsh environment floaters. As of June 30, 2021, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Presentation Form 10-K filed on March 1, 2021 Accounting estimates Fair value measurements |
Accounting Standards Update
Accounting Standards Update | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update | |
Accounting Standards Update | Note 3—Accounting Standards Update Recently adopted accounting standards Debt with conversion and other options Note 7—Debt |
Unconsolidated Affiliates
Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2021 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 4—Unconsolidated Affiliates Equity investments Transocean Norge . recorded in other, net, associated with the impairment of our investment in Orion upon determination that the carrying amount of our equity method investment exceeded the estimated fair value and that the impairment was other than temporary. We estimated the fair value of our investment using the income method, which required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including applying an assumed discount rate of 12 percent and making assumptions about the future performance of the investment, including future demand and supply for harsh environment floaters, rig utilization, revenue efficiency and dayrates. At June 30, 2021 and December 31, 2020, the aggregate carrying amount of our equity investments was $139 million and $138 million, respectively, recorded in other assets, of which the aggregate carrying amount of our equity investment in Orion was $105 million and $104 million, respectively. Related party transactions Transocean Norge Additionally, in June 2021, Orion refinanced its shipyard loans under a financing arrangement for $100 million, in which we participated at a rate equivalent to our ownership interest in Orion. Borrowings under the financing arrangement are secured by Transocean Norge |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2021 | |
Revenues | |
Revenues | Note 5—Revenues Overview In June 2020, we entered into a settlement and mutual release agreement with a customer, which provided for the final settlement of disputes related to performance obligations satisfied in prior periods. In connection with the settlement, among other things, our customer agreed to pay us $185 million in four equal installments through January 15, 2023. In the three and six months ended June 30, 2020, we recognized revenues of $177 million, representing the discounted value of the future payments, and recorded corresponding accounts receivable, net of imputed interest. At June 30, 2021 and December 31, 2020, the aggregate carrying amount of the related receivable was $88 million and $133 million, respectively, net of imputed interest, including $45 million, recorded in accounts receivable, and $43 million and $88 million, respectively, recorded in other assets. Disaggregation Three months ended June 30, 2021 Three months ended June 30, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 273 $ — $ 151 $ 424 $ 440 $ — $ 196 $ 636 Harsh environment floaters — 222 10 232 — 207 86 293 Midwater floaters — — — — — — 1 1 Total contract drilling revenues $ 273 $ 222 $ 161 $ 656 $ 440 $ 207 $ 283 $ 930 Six months ended June 30, 2021 Six months ended June 30, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 539 $ — $ 321 $ 860 $ 727 $ — $ 437 $ 1,164 Harsh environment floaters 4 424 21 449 — 414 99 513 Midwater floaters — — — — — — 12 12 Total contract drilling revenues $ 543 $ 424 $ 342 $ 1,309 $ 727 $ 414 $ 548 $ 1,689 Contract liabilities June 30, December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 102 $ 133 Deferred contract revenues, recorded in other long-term liabilities 282 323 Total contract liabilities $ 384 $ 456 The changes in contract liabilities were as follows (in millions): Six months ended June 30, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (81) (108) Increase due to goods and services transferred over time 9 98 Total contract liabilities, end of period $ 384 $ 519 |
Drilling Fleet
Drilling Fleet | 6 Months Ended |
Jun. 30, 2021 | |
Drilling Fleet | |
Drilling Fleet | Note 6—Drilling Fleet Construction work in progress Six months ended June 30, 2021 2020 Construction work in progress, beginning of period $ 828 $ 753 Capital expenditures Newbuild construction program 77 70 Other equipment and construction projects 23 83 Total capital expenditures 100 153 Changes in accrued capital additions (9) (31) Property and equipment placed into service (18) (98) Construction work in progress, end of period $ 901 $ 777 Impairments of assets held and used Impairments of assets held for sale GSF Development Driller II Polar Pioneer Songa Dee Sedco 711, Sedco 714 Transocean 712 Dispositions Leiv Eiriksson Sedco 714 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Debt | Note 7—Debt Overview Outstanding debt Principal amount Carrying amount June 30, December 31, June 30, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 $ 38 $ 38 $ 38 $ 38 5.52% Senior Secured Notes due May 2022 66 111 66 111 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 463 140 462 5.375% Senior Secured Notes due May 2023 347 364 345 360 5.875% Senior Secured Notes due January 2024 544 585 537 577 7.75% Senior Secured Notes due October 2024 330 360 325 354 6.25% Senior Secured Notes due December 2024 344 375 339 369 6.125% Senior Secured Notes due August 2025 435 468 428 461 7.25% Senior Notes due November 2025 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 — 261 — 7.50% Senior Notes due January 2026 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 274 277 11.50% Senior Guaranteed Notes due January 2027 687 687 1,113 1,139 6.875% Senior Secured Notes due February 2027 550 550 543 542 8.00% Senior Notes due February 2027 612 612 607 606 7.45% Notes due April 2027 52 52 51 51 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 266 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 7,150 7,376 7,527 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 38 38 38 38 5.52% Senior Secured Notes due May 2022 66 93 66 92 5.375% Senior Secured Notes due May 2023 63 47 62 46 5.875% Senior Secured Notes due January 2024 83 83 80 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 60 60 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 61 6.875% Senior Secured Notes due February 2027 34 — 32 — Total debt due within one year 472 449 536 505 Total long-term debt $ 6,678 $ 6,927 $ 6,991 $ 7,302 Scheduled maturities Principal Other installments installments Total Twelve months ending June 30, 2022 $ 472 $ 76 $ 548 2023 791 76 867 2024 642 77 719 2025 455 77 532 2026 1,528 78 1,606 Thereafter 3,262 78 3,340 Total installments of debt $ 7,150 $ 462 7,612 Total debt-related balances, net (85) Total carrying amount of debt $ 7,527 Interest rate adjustments 6.375% senior notes due December 2021, 3.80% senior notes due October 2022 and the 7.35% senior notes due December 2041 was 8.375 percent, 5.80 percent and 9.35 percent, respectively. Credit agreements Secured Credit Facility Note 10—Contingencies Shipyard financing arrangement Deepwater Atlas Deepwater Titan. Deepwater Atlas Deepwater Titan six-year Exchangeable bonds Exchange terms Implied Exchange exchange Shares rate price issuable 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 13.6 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.47620 5.25 56.0 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 162.16260 6.17 38.6 The exchange rates of our exchangeable bonds, identified above, are subject to adjustment upon the occurrence of certain events. The 0.50% Exchangeable Senior Bonds may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the business day immediately preceding the maturity date. The 2.50% Senior Guaranteed Exchangeable Bonds may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date. The 4.00% Senior Guaranteed Exchangeable Bonds may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 125 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 349 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 262 We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model and by using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. Related balances Debt issuances Senior guaranteed exchangeable bonds Debt retirements Guaranteed senior unsecured notes Debt retirements During the six months ended June 30, 2021 and 2020, we retired certain notes as a result of redemption, private exchanges and open market repurchases. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions): Six months ended June 30, 2021 2020 Exchanged Repurchased Total Redeemed Repurchased Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ 8 $ 8 6.375% Senior Notes due December 2021 — — — — 38 38 3.80% Senior Notes due October 2022 — — — — 8 8 0.50% Exchangeable Senior Bonds due January 2023 323 — 323 — — — 5.375% Senior Secured Notes due May 2023 — 1 1 — 22 22 9.00% Senior Notes due July 2023 — — — 714 — 714 Aggregate principal amount retired $ 323 $ 1 $ 324 $ 714 $ 76 $ 790 Aggregate cash payment $ 11 $ 1 $ 12 $ 767 $ 63 $ 830 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ (65) $ 12 $ (53) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes | |
Income Taxes | Note 8—Income Taxes Tax provision and rate Tax returns Brazil tax investigations aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL 631 million, equivalent to approximately $127 million, and indirect tax of BRL 108 million, equivalent to $22 million. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these proposed assessments could have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Other tax matters |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Share | |
Loss Per Share | Note 9—Loss Per Share The computations of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (103) $ (497) $ (202) $ (889) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 620 614 618 614 Effect of share-based awards 1 1 1 1 Weighted-average shares for per share calculation 621 615 619 615 Loss per share, basic and diluted $ (0.17) $ (0.81) $ (0.33) $ (1.45) In the three and six months ended June 30, 2021, we excluded from the calculation 13.3 million and 12.9 million shares, respectively, issuable pursuant to share-based awards since the effect would have been antidilutive. In the three and six months ended June 30, 2020, we excluded from the calculation 14.8 million and 13.0 million shares, respectively, issuable pursuant to share-based awards since the effect would have been antidilutive. In the three and six months ended June 30, 2021, we excluded from the calculation 108.0 million and 101.0 million shares, respectively, issuable upon exchange of the 0.50% Exchangeable Senior Bonds, the 2.50% Senior Guaranteed Exchangeable Bonds and the 4.00% Senior Guaranteed Exchangeable Bonds since the effect would have been antidilutive. In the three and six months ended June 30, 2020, we excluded from the calculation 84.0 million shares, respectively, issuable upon exchange of the 0.50% Exchangeable Senior Bonds since the effect would have been antidilutive. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Contingencies | |
Contingencies | Note 10—Contingencies Legal proceedings Debt exchange litigation and purported notice of default— On September 23, 2020, we filed an answer to the Claim with the Court and asserted counterclaims seeking a declaratory judgment that, among other matters, the Internal Reorganization did not cause a default under the indenture governing the 8.00% Senior Notes. Concurrently, with our answer and counterclaims, we also submitted a motion for summary judgment seeking an expedited judgment on our request for declaratory judgment. Whitebox subsequently submitted a cross motion for summary judgment seeking dismissal of our counterclaims. On November 30, 2020, while awaiting the Court’s ruling on our motion for summary judgment, we amended certain of our financing documents and implemented certain internal reorganization transactions, which resolved the allegations contained in the purported notices of default. On December 17, 2020, the Court issued its ruling granting our motion for summary judgment and denying the plaintiff’s cross motion for summary judgment, holding, among other matters, that the allegations contained in the purported notice of default did not constitute a default under the indenture governing the 8.00% Senior Notes. Whitebox has appealed the Court’s ruling. The facts alleged in the purported notice of default under the 8.00% Senior Notes were the same as the facts underlying the Claim and the purported notice of default under the 7.25% Senior Notes. Accordingly, following the amendment and internal reorganization transactions on November 30, 2020, and the subsequent ruling from the Court granting our motion for summary judgment, we do not expect the liability, if any, resulting from these matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. 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 June 30, 2021, the subsidiary was a defendant in approximately 281 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 provided the subsidiary with cash and an annuity. Together with a coverage-in-place agreement with certain insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Other matters 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 and known potential legal claims that are likely to be asserted, to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity | |
Equity | Note 11—Equity Share issuance Note 13—Subsequent Events |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Financial Instruments | |
Financial Instruments | Note 12—Financial Instruments Overview June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 988 $ 988 $ 1,154 $ 1,154 Restricted cash and cash equivalents 502 502 406 406 Long-term loans receivable from unconsolidated affiliates 35 31 2 2 Total debt 7,527 6,586 7,807 4,820 Cash and cash equivalents Restricted cash and cash equivalents Long-term loans receivable from unconsolidated affiliates Total debt Note 7—Debt |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Event | |
Subsequent Event | Note 13—Subsequent Event Share issuance . |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
Presentation | Presentation Form 10-K filed on March 1, 2021 |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended June 30, 2021 Three months ended June 30, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 273 $ — $ 151 $ 424 $ 440 $ — $ 196 $ 636 Harsh environment floaters — 222 10 232 — 207 86 293 Midwater floaters — — — — — — 1 1 Total contract drilling revenues $ 273 $ 222 $ 161 $ 656 $ 440 $ 207 $ 283 $ 930 Six months ended June 30, 2021 Six months ended June 30, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 539 $ — $ 321 $ 860 $ 727 $ — $ 437 $ 1,164 Harsh environment floaters 4 424 21 449 — 414 99 513 Midwater floaters — — — — — — 12 12 Total contract drilling revenues $ 543 $ 424 $ 342 $ 1,309 $ 727 $ 414 $ 548 $ 1,689 |
Schedule of contract balances and changes | June 30, December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 102 $ 133 Deferred contract revenues, recorded in other long-term liabilities 282 323 Total contract liabilities $ 384 $ 456 The changes in contract liabilities were as follows (in millions): Six months ended June 30, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (81) (108) Increase due to goods and services transferred over time 9 98 Total contract liabilities, end of period $ 384 $ 519 |
Drilling Fleet (Tables)
Drilling Fleet (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Drilling Fleet | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Six months ended June 30, 2021 2020 Construction work in progress, beginning of period $ 828 $ 753 Capital expenditures Newbuild construction program 77 70 Other equipment and construction projects 23 83 Total capital expenditures 100 153 Changes in accrued capital additions (9) (31) Property and equipment placed into service (18) (98) Construction work in progress, end of period $ 901 $ 777 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of debt | Principal amount Carrying amount June 30, December 31, June 30, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 $ 38 $ 38 $ 38 $ 38 5.52% Senior Secured Notes due May 2022 66 111 66 111 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 463 140 462 5.375% Senior Secured Notes due May 2023 347 364 345 360 5.875% Senior Secured Notes due January 2024 544 585 537 577 7.75% Senior Secured Notes due October 2024 330 360 325 354 6.25% Senior Secured Notes due December 2024 344 375 339 369 6.125% Senior Secured Notes due August 2025 435 468 428 461 7.25% Senior Notes due November 2025 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 — 261 — 7.50% Senior Notes due January 2026 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 274 277 11.50% Senior Guaranteed Notes due January 2027 687 687 1,113 1,139 6.875% Senior Secured Notes due February 2027 550 550 543 542 8.00% Senior Notes due February 2027 612 612 607 606 7.45% Notes due April 2027 52 52 51 51 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 266 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 7,150 7,376 7,527 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 38 38 38 38 5.52% Senior Secured Notes due May 2022 66 93 66 92 5.375% Senior Secured Notes due May 2023 63 47 62 46 5.875% Senior Secured Notes due January 2024 83 83 80 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 60 60 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 61 6.875% Senior Secured Notes due February 2027 34 — 32 — Total debt due within one year 472 449 536 505 Total long-term debt $ 6,678 $ 6,927 $ 6,991 $ 7,302 |
Scheduled maturities of debt | Principal Other installments installments Total Twelve months ending June 30, 2022 $ 472 $ 76 $ 548 2023 791 76 867 2024 642 77 719 2025 455 77 532 2026 1,528 78 1,606 Thereafter 3,262 78 3,340 Total installments of debt $ 7,150 $ 462 7,612 Total debt-related balances, net (85) Total carrying amount of debt $ 7,527 |
Schedule of debt retirements | Six months ended June 30, 2021 2020 Exchanged Repurchased Total Redeemed Repurchased Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ 8 $ 8 6.375% Senior Notes due December 2021 — — — — 38 38 3.80% Senior Notes due October 2022 — — — — 8 8 0.50% Exchangeable Senior Bonds due January 2023 323 — 323 — — — 5.375% Senior Secured Notes due May 2023 — 1 1 — 22 22 9.00% Senior Notes due July 2023 — — — 714 — 714 Aggregate principal amount retired $ 323 $ 1 $ 324 $ 714 $ 76 $ 790 Aggregate cash payment $ 11 $ 1 $ 12 $ 767 $ 63 $ 830 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ (65) $ 12 $ (53) |
Exchanged | |
Schedule of debt | Exchange terms Implied Exchange exchange Shares rate price issuable 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 13.6 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.47620 5.25 56.0 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 162.16260 6.17 38.6 Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 125 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 349 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 262 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Share | |
Loss Per Share | The computations of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (103) $ (497) $ (202) $ (889) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 620 614 618 614 Effect of share-based awards 1 1 1 1 Weighted-average shares for per share calculation 621 615 619 615 Loss per share, basic and diluted $ (0.17) $ (0.81) $ (0.33) $ (1.45) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 988 $ 988 $ 1,154 $ 1,154 Restricted cash and cash equivalents 502 502 406 406 Long-term loans receivable from unconsolidated affiliates 35 31 2 2 Total debt 7,527 6,586 7,807 4,820 |
Business (Details)
Business (Details) | Jun. 30, 2021item |
Number of mobile offshore drilling units | 37 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 27 |
Number of mobile offshore drilling units under construction | 2 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 10 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Investments | |||||
Loss on impairment of investment in unconsolidated affiliates | $ 59 | ||||
Aggregate carrying amount of equity investment | $ 139 | $ 139 | $ 138 | ||
Investments in loans to unconsolidated affiliates | $ 33 | ||||
Orion/Transocean Norge | |||||
Investments | |||||
Ownership percentage | 33.00% | 33.00% | |||
Loss on impairment of investment in unconsolidated affiliates | $ 59 | ||||
Aggregate carrying amount of equity investment | $ 105 | $ 105 | $ 104 | ||
Related party transaction | $ 26 | $ 31 | |||
Investments in loans to unconsolidated affiliates | 33 | ||||
Affiliate loan receivable | $ 33 | $ 33 | |||
Orion/Transocean Norge | LIBOR | |||||
Investments | |||||
Loan receivable interest rate (as a percent) | 6.50% | 6.50% | |||
Orion/Transocean Norge | Orion/Transocean Norge | |||||
Investments | |||||
Loan payable | $ 100 | $ 100 | |||
Orion/Transocean Norge | Discount rate | |||||
Investments | |||||
Investment fair value measurement | 12 | 12 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenue | |||||
Face amount of receivable | $ 185 | $ 185 | |||
Performance obligations satisfied in previous periods | 177 | 177 | |||
Receivable net of discount | $ 88 | $ 88 | $ 133 | ||
Recognized pre-operating costs | 16 | 23 | 30 | 32 | |
Unrecognized pre-operating costs | 10 | 10 | 20 | ||
Contract drilling revenues | 656 | 930 | 1,309 | 1,689 | |
Ultra-deepwater floaters | |||||
Revenue | |||||
Contract drilling revenues | 424 | 636 | 860 | 1,164 | |
Harsh environment floaters | |||||
Revenue | |||||
Contract drilling revenues | 232 | 293 | 449 | 513 | |
Midwater floaters | |||||
Revenue | |||||
Contract drilling revenues | 1 | 12 | |||
U.S. | |||||
Revenue | |||||
Contract drilling revenues | 273 | 440 | 543 | 727 | |
U.S. | Ultra-deepwater floaters | |||||
Revenue | |||||
Contract drilling revenues | 273 | 440 | 539 | 727 | |
U.S. | Harsh environment floaters | |||||
Revenue | |||||
Contract drilling revenues | 4 | ||||
Norway | |||||
Revenue | |||||
Contract drilling revenues | 222 | 207 | 424 | 414 | |
Norway | Harsh environment floaters | |||||
Revenue | |||||
Contract drilling revenues | 222 | 207 | 424 | 414 | |
Other | |||||
Revenue | |||||
Contract drilling revenues | 161 | 283 | 342 | 548 | |
Other | Ultra-deepwater floaters | |||||
Revenue | |||||
Contract drilling revenues | 151 | 196 | 321 | 437 | |
Other | Harsh environment floaters | |||||
Revenue | |||||
Contract drilling revenues | 10 | 86 | 21 | 99 | |
Other | Midwater floaters | |||||
Revenue | |||||
Contract drilling revenues | $ 1 | $ 12 | |||
Accounts receivable | |||||
Revenue | |||||
Receivable net of discount | 45 | 45 | 45 | ||
Other assets | |||||
Revenue | |||||
Receivable net of discount | $ 43 | $ 43 | $ 88 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Contract balances | ||||
Deferred contract revenues, recorded in other current liabilities | $ 102 | $ 133 | ||
Deferred contract revenues, recorded in other long-term liabilities | 282 | 323 | ||
Total contract liabilities | $ 384 | $ 456 | $ 519 | $ 529 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Significant changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 456 | $ 529 |
Decrease due to recognition of revenues for goods and services | (81) | (108) |
Increase due to goods and services transferred over time | 9 | 98 |
Total contract liabilities, at end of period | $ 384 | $ 519 |
Drilling Fleet (Details)
Drilling Fleet (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 100 | $ 153 |
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 | 828 | 753 |
Total capital expenditures | 100 | 153 |
Changes in accrued capital additions | (9) | (31) |
Property and equipment placed into service | (18) | (98) |
Construction work in progress, at end of period | 901 | 777 |
New builds | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | 77 | 70 |
Other equipment and construction projects | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 23 | $ 83 |
Drilling Fleet (Impairment held
Drilling Fleet (Impairment held and used) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Impairment of assets held and used | ||
Loss associated with impairment, net of tax (per share) | $ 0.68 | $ 0.90 |
Midwater floaters | ||
Impairment of assets held and used | ||
Impairment of in use assets | $ 31 | |
Loss associated with impairment, net of tax (per share) | $ 0.05 | |
Loss associated with in use asset impairment, tax effect | $ 0 |
Drilling Fleet (Impairment he_2
Drilling Fleet (Impairment held for sale) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Drilling Fleet | ||
Aggregate loss on impairment of assets held for sale | $ 419 | $ 556 |
Aggregate loss on impairment of assets held for sale, net of tax | $ 420 | |
Loss associated with impairment, net of tax (per share) | $ 0.68 | $ 0.90 |
Aggregate loss on impairment of assets held for sale, tax effect | $ 0 |
Drilling Fleet (Disposal) (Deta
Drilling Fleet (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Dispositions | ||||
Net cash proceeds from sale of assets | $ 7 | $ 3 | ||
Gain (loss) on the sale of assets | $ 1 | $ 1 | (58) | |
Assets sold, not discontinued operations | Rig sales | ||||
Dispositions | ||||
Net cash proceeds from sale of assets | 4 | $ 2 | ||
Gain (loss) on the sale of assets | $ (60) | |||
Gain (loss) on the sale of assets per diluted share | $ (0.10) | |||
Gain (loss) on disposal of assets, tax effect | $ 0 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Principal amount | ||
Total installments of debt | $ 7,150 | $ 7,376 |
Debt due within one year | 472 | 449 |
Long-term debt | 6,678 | 6,927 |
Carrying amount | ||
Total debt | 7,527 | 7,807 |
Debt due within one year | 536 | 505 |
Long-term debt | 6,991 | 7,302 |
6.375% Senior Notes due December 2021 | ||
Principal amount | ||
Total installments of debt | 38 | 38 |
Debt due within one year | 38 | 38 |
Carrying amount | ||
Total debt | 38 | 38 |
Debt due within one year | $ 38 | 38 |
Debt instrument interest rate stated percentage | 6.375% | |
5.52% Senior Secured Notes due May 2022 | ||
Principal amount | ||
Total installments of debt | $ 66 | 111 |
Debt due within one year | 66 | 93 |
Carrying amount | ||
Total debt | 66 | 111 |
Debt due within one year | $ 66 | 92 |
Debt instrument interest rate stated percentage | 5.52% | |
3.80% Senior Notes due October 2022 | ||
Principal amount | ||
Total installments of debt | $ 27 | 27 |
Carrying amount | ||
Total debt | $ 27 | 27 |
Debt instrument interest rate stated percentage | 3.80% | |
0.50% Exchangeable Senior Bonds due January 2023 | ||
Principal amount | ||
Total installments of debt | $ 140 | 463 |
Carrying amount | ||
Total debt | $ 140 | 462 |
Debt instrument interest rate stated percentage | 0.50% | |
5.375% Senior Secured Notes due May 2023 | ||
Principal amount | ||
Total installments of debt | $ 347 | 364 |
Debt due within one year | 63 | 47 |
Carrying amount | ||
Total debt | 345 | 360 |
Debt due within one year | $ 62 | 46 |
Debt instrument interest rate stated percentage | 5.375% | |
5.875% Senior Secured Notes due January 2024 | ||
Principal amount | ||
Total installments of debt | $ 544 | 585 |
Debt due within one year | 83 | 83 |
Carrying amount | ||
Total debt | 537 | 577 |
Debt due within one year | $ 80 | 80 |
Debt instrument interest rate stated percentage | 5.875% | |
7.75% Senior Secured Notes due October 2024 | ||
Principal amount | ||
Total installments of debt | $ 330 | 360 |
Debt due within one year | 60 | 60 |
Carrying amount | ||
Total debt | 325 | 354 |
Debt due within one year | $ 58 | 58 |
Debt instrument interest rate stated percentage | 7.75% | |
6.25% Senior Secured Notes due December 2024 | ||
Principal amount | ||
Total installments of debt | $ 344 | 375 |
Debt due within one year | 62 | 62 |
Carrying amount | ||
Total debt | 339 | 369 |
Debt due within one year | $ 60 | 60 |
Debt instrument interest rate stated percentage | 6.25% | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Principal amount | ||
Total installments of debt | $ 294 | |
Carrying amount | ||
Total debt | $ 261 | |
Debt instrument interest rate stated percentage | 4.00% | |
6.125% Senior Secured Notes due August 2025 | ||
Principal amount | ||
Total installments of debt | $ 435 | 468 |
Debt due within one year | 66 | 66 |
Carrying amount | ||
Total debt | 428 | 461 |
Debt due within one year | $ 64 | 64 |
Debt instrument interest rate stated percentage | 6.125% | |
7.25% Senior Notes due November 2025 | ||
Principal amount | ||
Total installments of debt | $ 411 | 411 |
Carrying amount | ||
Total debt | $ 406 | 405 |
Debt instrument interest rate stated percentage | 7.25% | |
7.50% Senior Notes due January 2026 | ||
Principal amount | ||
Total installments of debt | $ 569 | 569 |
Carrying amount | ||
Total debt | $ 565 | 565 |
Debt instrument interest rate stated percentage | 7.50% | |
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||
Principal amount | ||
Total installments of debt | $ 238 | 238 |
Carrying amount | ||
Total debt | 274 | 277 |
Debt due within one year | $ 6 | 6 |
Debt instrument interest rate stated percentage | 2.50% | |
11.50% Senior Guaranteed Notes due January 2027 | ||
Principal amount | ||
Total installments of debt | $ 687 | 687 |
Carrying amount | ||
Total debt | 1,113 | 1,139 |
Debt due within one year | $ 70 | 61 |
Debt instrument interest rate stated percentage | 11.50% | |
6.875% Senior Secured Notes due February 2027 | ||
Principal amount | ||
Total installments of debt | $ 550 | 550 |
Debt due within one year | 34 | |
Carrying amount | ||
Total debt | 543 | 542 |
Debt due within one year | $ 32 | |
Debt instrument interest rate stated percentage | 6.875% | |
8.00% Senior Notes due February 2027 | ||
Principal amount | ||
Total installments of debt | $ 612 | 612 |
Carrying amount | ||
Total debt | $ 607 | 606 |
Debt instrument interest rate stated percentage | 8.00% | |
7.45% Notes due April 2027 | ||
Principal amount | ||
Total installments of debt | $ 52 | 52 |
Carrying amount | ||
Total debt | $ 51 | 51 |
Debt instrument interest rate stated percentage | 7.45% | |
8.00% Debentures due April 2027 | ||
Principal amount | ||
Total installments of debt | $ 22 | 22 |
Carrying amount | ||
Total debt | $ 22 | 22 |
Debt instrument interest rate stated percentage | 8.00% | |
7.00% Notes due June 2028 | ||
Principal amount | ||
Total installments of debt | $ 261 | 261 |
Carrying amount | ||
Total debt | $ 265 | 266 |
Debt instrument interest rate stated percentage | 7.00% | |
7.50% Notes due April 2031 | ||
Principal amount | ||
Total installments of debt | $ 396 | 396 |
Carrying amount | ||
Total debt | $ 394 | 394 |
Debt instrument interest rate stated percentage | 7.50% | |
6.80% Senior Notes due March 2038 | ||
Principal amount | ||
Total installments of debt | $ 610 | 610 |
Carrying amount | ||
Total debt | $ 605 | 605 |
Debt instrument interest rate stated percentage | 6.80% | |
7.35% Senior Notes due December 2041 | ||
Principal amount | ||
Total installments of debt | $ 177 | 177 |
Carrying amount | ||
Total debt | $ 176 | $ 176 |
Debt instrument interest rate stated percentage | 7.35% |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Scheduled maturities of debt | ||
Total installments of debt | $ 7,150 | $ 7,376 |
Total Installments | ||
Scheduled maturities of debt | ||
2022 | 548 | |
2023 | 867 | |
2024 | 719 | |
2025 | 532 | |
2026 | 1,606 | |
Thereafter | 3,340 | |
Total installments of debt | 7,612 | |
Total debt-related balances, net | (85) | |
Total carrying amount of debt | 7,527 | |
Principal installments | ||
Scheduled maturities of debt | ||
2022 | 472 | |
2023 | 791 | |
2024 | 642 | |
2025 | 455 | |
2026 | 1,528 | |
Thereafter | 3,262 | |
Total installments of debt | 7,150 | |
Other installments | ||
Scheduled maturities of debt | ||
2022 | 76 | |
2023 | 76 | |
2024 | 77 | |
2025 | 77 | |
2026 | 78 | |
Thereafter | 78 | |
Total installments of debt | $ 462 |
Debt (Interest and Credit Agree
Debt (Interest and Credit Agreements) (Details) $ in Millions | 1 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
6.375% Senior Notes due December 2021 | ||
Debt | ||
Debt instrument interest rate stated percentage | 6.375% | 6.375% |
Interest rate, as adjusted (as a percent) | 8.375% | |
3.80% Senior Notes due October 2022 | ||
Debt | ||
Debt instrument interest rate stated percentage | 3.80% | 3.80% |
Interest rate, as adjusted (as a percent) | 5.80% | |
7.35% Senior Notes due December 2041 | ||
Debt | ||
Debt instrument interest rate stated percentage | 7.35% | 7.35% |
Interest rate, as adjusted (as a percent) | 9.35% | |
Five-Year Revolving Credit Facility | ||
Debt | ||
Borrowing capacity, maximum | $ 1,300 | $ 1,300 |
Commitment fee percentage at period end | 0.875% | |
Credit facility amount outstanding | 0 | $ 0 |
Letters of credit issued and outstanding | 23 | 23 |
Credit facility available borrowing capacity | $ 1,300 | $ 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) | 3.375% | |
Percentage reduction to the calculated variable rate | 1.00% | 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% | |
Shipyard Loans | ||
Debt | ||
Debt instrument interest rate stated percentage | 4.50% | 4.50% |
Credit facility amount outstanding | $ 0 | $ 0 |
Debt term | 6 years |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, $ in Millions | Feb. 26, 2021USD ($)$ / shares | Jan. 17, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt | |||||
Issuance of debt in exchange transactions | $ 294 | ||||
Aggregate cash payment | 12 | $ 830 | |||
Proceeds from issuance of debt | $ 743 | ||||
Exchanged | |||||
Debt | |||||
Issuance of debt in exchange transactions | 294 | ||||
Aggregate cash payment | $ 11 | ||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||
Debt | |||||
Debt conversion ratio | 0.09729756 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 10.28 | ||||
Shares issuable (in shares) | 13.6 | ||||
Effective interest rate (as a percent) | 0.50% | ||||
Fair value of debt | $ 125 | ||||
Equity component of convertible debt instruments | $ 172 | $ 172 | |||
Aggregate cash payment | $ 11 | ||||
Original debt in exchange | 323 | ||||
Gains (losses) on restructuring | $ 51 | ||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.08 | ||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | |||||
Debt | |||||
Debt conversion ratio | 0.19047620 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | ||||
Shares issuable (in shares) | 56 | ||||
Effective interest rate (as a percent) | 6.90% | ||||
Fair value of debt | $ 349 | ||||
Equity component of convertible debt instruments | $ 260 | ||||
Issuance of debt in exchange transactions | $ 294 | ||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | |||||
Debt | |||||
Debt conversion ratio | 0.16216260 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 6.17 | ||||
Shares issuable (in shares) | 38.6 | ||||
Effective interest rate (as a percent) | 0.00% | ||||
Fair value of debt | $ 262 | ||||
8.00% Senior Notes due February 2027 | |||||
Debt | |||||
Debt instrument face value | $ 750 | ||||
Proceeds from issuance of debt | $ 743 | ||||
Redemption price of debt instrument (as a percent) | 100.00% |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt | ||||
Debt retirement | $ 324 | $ 790 | ||
Aggregate cash payment | 12 | 830 | ||
Aggregate principal amount of debt issued in exchanges | 294 | |||
Aggregate net gain (loss) | $ 4 | $ 51 | (53) | |
6.50% Senior Notes due November 2020 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 6.50% | |||
Debt retirement | 8 | |||
6.375% Senior Notes due December 2021 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 6.375% | |||
Debt retirement | 38 | |||
3.80% Senior Notes due October 2022 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 3.80% | |||
Debt retirement | 8 | |||
0.50% Exchangeable Senior Bonds due January 2023 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 0.50% | |||
Debt retirement | $ 323 | |||
Aggregate cash payment | $ 11 | |||
5.375% Senior Secured Notes due May 2023 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 5.375% | |||
Debt retirement | $ 1 | 22 | ||
9.00% Senior Notes due July 2023 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 9.00% | |||
Debt retirement | 714 | |||
Redeemed | ||||
Debt | ||||
Debt retirement | 714 | |||
Aggregate cash payment | 767 | |||
Aggregate net gain (loss) | (65) | |||
Redeemed | 9.00% Senior Notes due July 2023 | ||||
Debt | ||||
Debt retirement | 714 | |||
Repurchased | ||||
Debt | ||||
Debt retirement | $ 1 | 76 | ||
Aggregate cash payment | 1 | 63 | ||
Aggregate net gain (loss) | 12 | |||
Repurchased | 6.50% Senior Notes due November 2020 | ||||
Debt | ||||
Debt retirement | 8 | |||
Repurchased | 6.375% Senior Notes due December 2021 | ||||
Debt | ||||
Debt retirement | 38 | |||
Repurchased | 3.80% Senior Notes due October 2022 | ||||
Debt | ||||
Debt retirement | 8 | |||
Repurchased | 5.375% Senior Secured Notes due May 2023 | ||||
Debt | ||||
Debt retirement | 1 | $ 22 | ||
Exchanged | ||||
Debt | ||||
Debt retirement | 323 | |||
Aggregate cash payment | 11 | |||
Aggregate principal amount of debt issued in exchanges | 294 | |||
Aggregate net gain (loss) | 51 | |||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | ||||
Debt | ||||
Debt retirement | $ 323 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes | ||||
Effective tax rate | 7.70% | (3.20%) | ||
Income tax expense (benefit) | $ 4 | $ 32 | $ (17) | $ 28 |
Various discrete tax items expense (benefit) | $ (33) | $ (9) | ||
Annual effective tax rate excluding discrete items (as a percent) | (7.80%) | (12.00%) |
Income Taxes (Tax Returns) (Det
Income Taxes (Tax Returns) (Details) - 6 months ended Jun. 30, 2021 - Brazil R$ in Millions, $ in Millions | BRL (R$) | USD ($) |
Corporate income tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 631 | $ 127 |
Indirect tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 108 | $ 22 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator for loss per share, basic and diluted | ||||
Net loss attributable to controlling interest | $ (103) | $ (497) | $ (202) | $ (889) |
Denominator for loss per share, basic and diluted | ||||
Weighted-average shares outstanding (in shares) | 620 | 614 | 618 | 614 |
Effect of share-based awards (in shares) | 1 | 1 | 1 | 1 |
Weighted-average shares for per share calculation | 621 | 615 | 619 | 615 |
Loss per share, basic and diluted (in dollars per share) | $ (0.17) | $ (0.81) | $ (0.33) | $ (1.45) |
Share-based awards | ||||
Denominator for loss per share, basic and diluted | ||||
Securities excluded from earnings per share calculation (in shares) | 13.3 | 14.8 | 12.9 | 13 |
Convertible debt | ||||
Denominator for loss per share, basic and diluted | ||||
Securities excluded from earnings per share calculation (in shares) | 108 | 84 | 101 | 84 |
0.50% Exchangeable Senior Bonds due January 2023 | ||||
Denominator for loss per share, basic and diluted | ||||
Debt instrument interest rate stated percentage | 0.50% | 0.50% | 0.50% | 0.50% |
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||||
Denominator for loss per share, basic and diluted | ||||
Debt instrument interest rate stated percentage | 2.50% | 2.50% | ||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||
Denominator for loss per share, basic and diluted | ||||
Debt instrument interest rate stated percentage | 4.00% | 4.00% |
Contingencies (Details)
Contingencies (Details) - Asbestos litigation | Jun. 30, 2021lawsuitplaintiff |
Contingencies | |
Number of claims | lawsuit | 281 |
LA | |
Contingencies | |
Number of claims | 9 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 16 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | Jun. 14, 2021 | Jun. 30, 2021 | Jun. 30, 2021 |
Equity | |||
Proceeds from issuance of shares | $ 66 | ||
2021 ATM Program | |||
Equity | |||
Maximum value shares to be issued | $ 400 | ||
Proceeds from issuance of shares | $ 66 | ||
Aggregate sale of shares (in shares) | 15.2 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Financial instruments | ||
Long-term debt, including current maturities | $ 7,527 | $ 7,807 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 988 | 1,154 |
Restricted cash and cash equivalents | 502 | 406 |
Long-term loans receivable from unconsolidated affiliates | 35 | 2 |
Long-term debt, including current maturities | 7,527 | 7,807 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 988 | 1,154 |
Restricted cash and cash equivalents | 502 | 406 |
Long-term loans receivable from unconsolidated affiliates | 31 | 2 |
Long-term debt, including current maturities | $ 6,586 | $ 4,820 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended |
Aug. 03, 2021 | Jun. 30, 2021 | |
Subsequent events | ||
Proceeds from issuance of shares | $ 66 | |
Subsequent Events | ||
Subsequent events | ||
Proceeds from issuance of shares | $ 77 | |
Aggregate sale of shares (in shares) | 16.5 |