Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-38373 | |
Entity Registrant Name | Transocean Ltd | |
Entity Incorporation, State or Country Code | V8 | |
Entity Tax Identification Number | 98-0599916 | |
Entity Address, Address Line One | Turmstrasse 30 | |
Entity Address, City or Town | Steinhausen | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 6312 | |
City Area Code | +41 (41) | |
Local Phone Number | 749-0500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 681,055,951 | |
Entity Central Index Key | 0001451505 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating revenues | ||
Contract drilling revenues | $ 586 | $ 653 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | ||
Operating and maintenance | $ 412 | $ 435 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 183 | $ 187 |
General and administrative | 42 | 39 |
Total costs and expenses | 637 | 661 |
Gain (loss) on disposal of assets, net | 1 | (59) |
Operating loss | (50) | (67) |
Other income (expense), net | ||
Interest income | 2 | 3 |
Interest expense, net of amounts capitalized | (102) | (115) |
Gain on retirement of debt | 51 | |
Other, net | 1 | 9 |
Total other income (expense), net | (99) | (52) |
Loss before income tax expense (benefit) | (149) | (119) |
Income tax expense (benefit) | 26 | (21) |
Net loss | (175) | (98) |
Net income attributable to noncontrolling interest | 1 | |
Net loss attributable to controlling interest | $ (175) | $ (99) |
Loss per share, basic and diluted (in dollars per share) | $ (0.26) | $ (0.16) |
Weighted-average shares, basic and diluted (in shares) | 664 | 617 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (175) | $ (98) |
Net income attributable to noncontrolling interest | 1 | |
Net loss attributable to controlling interest | (175) | (99) |
Components of net periodic benefit costs before reclassifications | (11) | (5) |
Components of net periodic benefit costs reclassified to net loss | 1 | 1 |
Other comprehensive loss before income taxes | (10) | (4) |
Other comprehensive loss | (10) | (4) |
Other comprehensive loss attributable to controlling interest | (10) | (4) |
Total comprehensive loss | (185) | (102) |
Total comprehensive income attributable to noncontrolling interest | 1 | |
Total comprehensive loss attributable to controlling interest | $ (185) | $ (103) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 911 | $ 976 |
Accounts receivable, net of allowance of $2 at March 31, 2022 and December 31, 2021 | 525 | 492 |
Materials and supplies, net of allowance of $188 and $183 at March 31, 2022 and December 31, 2021, respectively | 386 | 392 |
Restricted cash and cash equivalents | 315 | 436 |
Other current assets | 142 | 148 |
Total current assets | 2,279 | 2,444 |
Property and equipment | 23,245 | 23,152 |
Less accumulated depreciation | (6,232) | (6,054) |
Property and equipment, net | 17,013 | 17,098 |
Contract intangible assets | 144 | 173 |
Deferred tax assets, net | 7 | 7 |
Other assets | 920 | 959 |
Total assets | 20,363 | 20,681 |
Liabilities and equity | ||
Accounts payable | 206 | 228 |
Accrued income taxes | 19 | 17 |
Debt due within one year | 636 | 513 |
Other current liabilities | 491 | 545 |
Total current liabilities | 1,352 | 1,303 |
Long-term debt | 6,375 | 6,657 |
Deferred tax liabilities, net | 470 | 447 |
Other long-term liabilities | 1,035 | 1,068 |
Total long-term liabilities | 7,880 | 8,172 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 891,379,306 authorized, 142,363,356 conditionally authorized, 754,244,072 issued and 681,055,270 outstanding at March 31, 2022, and 891,379,306 authorized,142,363,356 conditionally authorized, 728,176,456 issued and 655,505,335 outstanding at December 31, 2021 | 67 | 64 |
Additional paid-in capital | 13,790 | 13,683 |
Accumulated deficit | (2,633) | (2,458) |
Accumulated other comprehensive loss | (94) | (84) |
Total controlling interest shareholders' equity | 11,130 | 11,205 |
Noncontrolling interest | 1 | 1 |
Total equity | 11,131 | 11,206 |
Total liabilities and equity | $ 20,363 | $ 20,681 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Mar. 31, 2022USD ($)shares | Mar. 31, 2022SFr / shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, net of allowance | $ | $ 188 | $ 183 | ||
Shares, CHF par value (in Swiss francs per share) | SFr / shares | SFr 0.10 | SFr 0.10 | ||
Shares, authorized | 891,379,306 | 891,379,306 | ||
Shares, conditionally authorized | 142,363,356 | 142,363,356 | ||
Shares, issued | 754,244,072 | 728,176,456 | ||
Shares, outstanding | 681,055,270 | 655,505,335 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2020 | $ 11,432 | $ 60 | $ 13,501 | $ (1,866) | $ (263) | $ 3 | $ 11,435 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 7 | 7 | 7 | ||||
Net loss attributable to controlling interest | (99) | (99) | |||||
Other comprehensive income (loss) attributable to controlling interest | (4) | (4) | |||||
Total comprehensive loss attributable to controlling interest | (103) | (103) | |||||
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | ||||||
Total comprehensive loss | (102) | ||||||
Balance at Mar. 31, 2021 | 11,336 | 60 | 13,508 | (1,965) | (267) | 4 | 11,340 |
Balance at Dec. 31, 2021 | 11,205 | 64 | 13,683 | (2,458) | (84) | 1 | 11,206 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 7 | 7 | 7 | ||||
Issuance of shares | 103 | 3 | 100 | 103 | |||
Net loss attributable to controlling interest | (175) | (175) | |||||
Other comprehensive income (loss) attributable to controlling interest | (10) | (10) | |||||
Total comprehensive loss attributable to controlling interest | (185) | (185) | |||||
Total comprehensive loss | (185) | ||||||
Balance at Mar. 31, 2022 | $ 11,130 | $ 67 | $ 13,790 | $ (2,633) | $ (94) | $ 1 | $ 11,131 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (175) | $ (98) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Contract intangible asset amortization | 29 | 56 |
Depreciation and amortization | 183 | 187 |
Share-based compensation expense | 7 | 7 |
(Gain) loss on disposal of assets, net | (1) | 59 |
Gain on retirement of debt | (51) | |
Deferred income tax expense | 23 | 2 |
Other, net | 21 | 7 |
Changes in deferred revenues, net | (11) | (37) |
Changes in deferred costs, net | (4) | 3 |
Changes in other operating assets and liabilities, net | (73) | (39) |
Net cash provided by (used in) operating activities | (1) | 96 |
Cash flows from investing activities | ||
Capital expenditures | (106) | (59) |
Investments in unconsolidated affiliates | (15) | |
Proceeds from disposal of assets, net | 1 | 6 |
Net cash used in investing activities | (120) | (53) |
Cash flows from financing activities | ||
Repayments of debt | (165) | (139) |
Proceeds from issuance of shares, net of issue costs | 103 | |
Other, net | (3) | (10) |
Net cash used in financing activities | (65) | (149) |
Net decrease in unrestricted and restricted cash and cash equivalents | (186) | (106) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,412 | 1,560 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,226 | $ 1,454 |
Business
Business | 3 Months Ended |
Mar. 31, 2022 | |
Business | |
Business | Note 1—Business Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of March 31, 2022, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. As of March 31, 2022, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Presentation Form 10-K filed on February 23, 2022 Accounting estimates Fair value measurements |
Unconsolidated Affiliates
Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2022 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 3—Unconsolidated Affiliates Equity investments Transocean Norge . Related party transactions Transocean Norge Transocean Norge Transocean Norge 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. At March 31, 2022 and December 31, 2021, the principal amount of outstanding borrowings due to us under the financing arrangement was $34 million, recorded in other assets. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2022 | |
Revenues | |
Revenues | Note 4—Revenues Overview Disaggregation Three months ended March 31, 2022 Three months ended March 31, 2021 U.S. Norway Other (a) Total U.S. Norway Other (a) Total Ultra-deepwater floaters $ 268 $ — $ 122 $ 390 $ 266 $ — $ 170 $ 436 Harsh environment floaters — 193 3 196 4 202 11 217 Total contract drilling revenues $ 268 $ 193 $ 125 $ 586 $ 270 $ 202 $ 181 $ 653 (a) Other represents the aggregate value for countries in which we operate that individually had attributable operating revenues representing less than 10 percent of consolidated operating revenues earned. Contract liabilities March 31, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 86 $ 83 Deferred contract revenues, recorded in other long-term liabilities 251 265 Total contract liabilities $ 337 $ 348 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (26) (44) Increase due to goods and services transferred over time 15 7 Total contract liabilities, end of period $ 337 $ 419 Pre-operating costs |
Long-Lived Assets
Long-Lived Assets | 3 Months Ended |
Mar. 31, 2022 | |
Long-Lived Assets | |
Long-Lived Assets | Note 5—Long-Lived Assets Construction work in progress Three months ended March 31, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 92 45 Other equipment and construction projects 14 14 Total capital expenditures 106 59 Changes in accrued capital additions (12) (7) Property and equipment placed into service (12) (14) Construction work in progress, end of period $ 1,099 $ 866 Dispositions Leiv Eiriksson |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt | |
Debt | Note 6—Debt Overview Outstanding debt Principal amount Carrying amount March 31, December 31, March 31, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 140 140 140 5.375% Senior Secured Notes due May 2023 306 306 304 304 5.875% Senior Secured Notes due January 2024 393 435 389 430 7.75% Senior Secured Notes due October 2024 300 300 296 296 6.25% Senior Secured Notes due December 2024 313 313 309 309 6.125% Senior Secured Notes due August 2025 369 402 364 397 7.25% Senior Notes due November 2025 411 411 407 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 294 266 264 7.50% Senior Notes due January 2026 569 569 566 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 268 271 11.50% Senior Guaranteed Notes due January 2027 687 687 1,043 1,078 6.875% Senior Secured Notes due February 2027 516 550 510 544 8.00% Senior Notes due February 2027 612 612 608 607 7.45% Notes due April 2027 52 52 52 52 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 265 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,693 6,820 7,011 7,170 Less debt due within one year 5.52% Senior Secured Notes due May 2022 — 18 — 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 — 140 — 5.375% Senior Secured Notes due May 2023 63 63 62 62 5.875% Senior Secured Notes due January 2024 83 83 81 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 61 61 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 70 6.875% Senior Secured Notes due February 2027 69 69 67 67 Total debt due within one year 570 448 636 513 Total long-term debt $ 6,123 $ 6,372 $ 6,375 $ 6,657 Scheduled maturities Principal Other installments installments Total Twelve months ending March 31, 2023 $ 570 $ 76 $ 646 2024 818 77 895 2025 516 77 593 2026 1,528 78 1,606 2027 1,743 78 1,821 Thereafter 1,518 — 1,518 Total installments of debt $ 6,693 $ 386 7,079 Total unamortized debt-related balances, net (68) Total carrying amount of debt $ 7,011 Credit agreements Secured Credit Facility 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 due January 2023 (the “0.50% Exchangeable Senior Bonds”) may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the business day immediately preceding the maturity date. The 2.50% senior guaranteed exchangeable bonds due January 2027 (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 due December 2025 (the “4.00% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 133 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 355 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 259 We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares. Related balances Debt issuance Senior guaranteed exchangeable bonds Early debt retirement During the three months ended March 31, 2022 and 2021, we retired certain notes as a result of repayment, 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): Three months ended March 31, 2022 2021 Repay Exchange Repurchase Total 5.52% Senior Secured Notes due May 2022 $ 18 $ — $ — $ — 0.50% Exchangeable Senior Bonds due January 2023 — 323 — 323 5.375% Senior Secured Notes due May 2023 — — 1 1 Aggregate principal amount of debt retired $ 18 $ 323 $ 1 $ 324 Aggregate cash payment $ 18 $ 11 $ 1 $ 12 Aggregate principal amount of debt issued in exchanges $ — $ 294 $ — $ 294 Aggregate net gain $ — $ 51 $ — $ 51 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 7—Income Taxes Tax provision and rate Tax positions and returns Brazil tax investigations |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Loss per share | |
Loss per share | Note 8—Loss Per Share The computation of basic and diluted loss per share was as follows (in millions, except per share data): Three months ended March 31, 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (175) $ (99) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 662 616 Effect of share-based awards 2 1 Weighted-average shares for per share calculation 664 617 Loss per share, basic and diluted $ (0.26) $ (0.16) In the three months ended March 31, 2022 and 2021, we excluded from the calculation 17.6 million and 13.8 million shares, respectively, issuable pursuant to share-based awards since the effect would have been antidilutive. In the three months ended March 31, 2022 and 2021, we excluded from the calculation 108.1 million and 92.9 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. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Contingencies | |
Contingencies | Note 9—Contingencies Legal proceedings Debt exchange litigation and purported notice of default— On September 23, 2020, we filed an answer to the Claim with the Trial 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 Trial 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 Trial 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 subsequently appealed the Trial Court’s ruling, and on February 1, 2022, the U.S. Court of Appeals for the Second Circuit dismissed the appeal filed by Whitebox as moot and remanded to the Trial Court, which then dismissed the claims as moot pursuant to the ruling by the Second Circuit. 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 Trial 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 drilling operations. As of March 31, 2022, 11 plaintiffs have claims pending in Louisiana and 11 plaintiffs in the aggregate have claims pending in either Illinois or Missouri, in which we have or may have an interest. We intend to defend these lawsuits vigorously, although we can provide no assurance as to the outcome. We historically have maintained broad liability insurance, although we can provide no assurance as to whether insurance will cover the liabilities, if any, arising out of these claims. Based on our evaluation of the exposure to date, we do not expect the liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. One of our subsidiaries was named as a defendant, along with numerous other companies, in lawsuits arising out of the subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes alleging bodily injury or personal injury as a result of exposure to asbestos. As of March 31, 2022, the subsidiary was a defendant in approximately 256 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. In December 2021, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that provide the subsidiary with cash. An earlier settlement in September 2018 provided the subsidiary with cash and an annuity that begins making payments in 2024. Together with a coverage in place agreement with certain insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Other matters Environmental matters We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several. One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information with respect to all environmental matters, including all related pending legal proceedings, asserted legal claims and known potential legal claims that are likely to be asserted, we do not expect the ultimate liability, if any, resulting from such matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity | |
Equity | Note 10—Equity Share issuance |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments | |
Financial Instruments | Note 11—Financial Instruments Overview March 31, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 911 $ 911 $ 976 $ 976 Restricted cash and cash equivalents 315 315 436 436 Long-term loans receivable from unconsolidated affiliates 36 33 36 33 Total debt 7,011 6,098 7,170 5,661 Cash and cash equivalents Restricted cash and cash equivalents Long-term loans receivable from unconsolidated affiliates Total debt Note 6—Debt |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Presentation | Presentation Form 10-K filed on February 23, 2022 |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended March 31, 2022 Three months ended March 31, 2021 U.S. Norway Other (a) Total U.S. Norway Other (a) Total Ultra-deepwater floaters $ 268 $ — $ 122 $ 390 $ 266 $ — $ 170 $ 436 Harsh environment floaters — 193 3 196 4 202 11 217 Total contract drilling revenues $ 268 $ 193 $ 125 $ 586 $ 270 $ 202 $ 181 $ 653 (a) Other represents the aggregate value for countries in which we operate that individually had attributable operating revenues representing less than 10 percent of consolidated operating revenues earned. |
Schedule of contract balances and changes | Contract liabilities March 31, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 86 $ 83 Deferred contract revenues, recorded in other long-term liabilities 251 265 Total contract liabilities $ 337 $ 348 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (26) (44) Increase due to goods and services transferred over time 15 7 Total contract liabilities, end of period $ 337 $ 419 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-Lived Assets | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Three months ended March 31, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 92 45 Other equipment and construction projects 14 14 Total capital expenditures 106 59 Changes in accrued capital additions (12) (7) Property and equipment placed into service (12) (14) Construction work in progress, end of period $ 1,099 $ 866 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of debt | Principal amount Carrying amount March 31, December 31, March 31, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 140 140 140 5.375% Senior Secured Notes due May 2023 306 306 304 304 5.875% Senior Secured Notes due January 2024 393 435 389 430 7.75% Senior Secured Notes due October 2024 300 300 296 296 6.25% Senior Secured Notes due December 2024 313 313 309 309 6.125% Senior Secured Notes due August 2025 369 402 364 397 7.25% Senior Notes due November 2025 411 411 407 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 294 266 264 7.50% Senior Notes due January 2026 569 569 566 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 268 271 11.50% Senior Guaranteed Notes due January 2027 687 687 1,043 1,078 6.875% Senior Secured Notes due February 2027 516 550 510 544 8.00% Senior Notes due February 2027 612 612 608 607 7.45% Notes due April 2027 52 52 52 52 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 265 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,693 6,820 7,011 7,170 Less debt due within one year 5.52% Senior Secured Notes due May 2022 — 18 — 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 — 140 — 5.375% Senior Secured Notes due May 2023 63 63 62 62 5.875% Senior Secured Notes due January 2024 83 83 81 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 61 61 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 70 6.875% Senior Secured Notes due February 2027 69 69 67 67 Total debt due within one year 570 448 636 513 Total long-term debt $ 6,123 $ 6,372 $ 6,375 $ 6,657 |
Scheduled maturities of debt | Principal Other installments installments Total Twelve months ending March 31, 2023 $ 570 $ 76 $ 646 2024 818 77 895 2025 516 77 593 2026 1,528 78 1,606 2027 1,743 78 1,821 Thereafter 1,518 — 1,518 Total installments of debt $ 6,693 $ 386 7,079 Total unamortized debt-related balances, net (68) Total carrying amount of debt $ 7,011 |
Schedule of debt retirements | Three months ended March 31, 2022 2021 Repay Exchange Repurchase Total 5.52% Senior Secured Notes due May 2022 $ 18 $ — $ — $ — 0.50% Exchangeable Senior Bonds due January 2023 — 323 — 323 5.375% Senior Secured Notes due May 2023 — — 1 1 Aggregate principal amount of debt retired $ 18 $ 323 $ 1 $ 324 Aggregate cash payment $ 18 $ 11 $ 1 $ 12 Aggregate principal amount of debt issued in exchanges $ — $ 294 $ — $ 294 Aggregate net gain $ — $ 51 $ — $ 51 |
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% $ 133 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 355 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 259 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loss per share | |
Schedule of loss per share | The computation of basic and diluted loss per share was as follows (in millions, except per share data): Three months ended March 31, 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (175) $ (99) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 662 616 Effect of share-based awards 2 1 Weighted-average shares for per share calculation 664 617 Loss per share, basic and diluted $ (0.26) $ (0.16) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | March 31, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 911 $ 911 $ 976 $ 976 Restricted cash and cash equivalents 315 315 436 436 Long-term loans receivable from unconsolidated affiliates 36 33 36 33 Total debt 7,011 6,098 7,170 5,661 |
Business (Details)
Business (Details) | Mar. 31, 2022item |
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 | ||
Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Investments | |||
Aggregate carrying amount of equity investment | $ 98 | $ 91 | |
Orion/Transocean Norge | |||
Investments | |||
Ownership percentage | 33.00% | ||
Equity method investment payment | $ 15 | ||
Aggregate carrying amount of equity investment | 54 | 57 | |
Affiliate loan receivable | $ 34 | $ 34 | |
Orion/Transocean Norge | Orion/Transocean Norge | |||
Investments | |||
Loan payable | $ 100 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Contract drilling revenues | $ 586 | $ 653 |
U.S. | ||
Revenue | ||
Contract drilling revenues | 268 | 270 |
Norway | ||
Revenue | ||
Contract drilling revenues | 193 | 202 |
Other | ||
Revenue | ||
Contract drilling revenues | 125 | 181 |
Ultra-deepwater floaters | ||
Revenue | ||
Contract drilling revenues | 390 | 436 |
Ultra-deepwater floaters | U.S. | ||
Revenue | ||
Contract drilling revenues | 268 | 266 |
Ultra-deepwater floaters | Other | ||
Revenue | ||
Contract drilling revenues | 122 | 170 |
Harsh environment floaters | ||
Revenue | ||
Contract drilling revenues | 196 | 217 |
Harsh environment floaters | U.S. | ||
Revenue | ||
Contract drilling revenues | 4 | |
Harsh environment floaters | Norway | ||
Revenue | ||
Contract drilling revenues | 193 | 202 |
Harsh environment floaters | Other | ||
Revenue | ||
Contract drilling revenues | $ 3 | $ 11 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Contract balances | ||||
Deferred contract revenues, recorded in other current liabilities | $ 86 | $ 83 | ||
Deferred contract revenues, recorded in other long-term liabilities | 251 | 265 | ||
Total contract liabilities | $ 337 | $ 348 | $ 419 | $ 456 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 348 | $ 456 |
Decrease due to recognition of revenues for goods and services | (26) | (44) |
Increase due to goods and services transferred over time | 15 | 7 |
Total contract liabilities, at end of period | $ 337 | $ 419 |
Revenues (Performance) (Details
Revenues (Performance) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenues | |||
Recognized pre-operating costs | $ 12 | $ 14 | |
Unrecognized pre-operating costs | $ 27 | $ 21 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 106 | $ 59 |
Construction in Progress | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Construction work in progress, at beginning of period | 1,017 | 828 |
Total capital expenditures | 106 | 59 |
Changes in accrued capital additions | (12) | (7) |
Property and equipment placed into service | (12) | (14) |
Construction work in progress, at end of period | 1,099 | 866 |
New builds | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | 92 | 45 |
Other property and equipment | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 14 | $ 14 |
Long-Lived Assets (Disposal) (D
Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Dispositions | ||
Net cash proceeds from sale of assets | $ 1 | $ 6 |
Gain (loss) on the sale of assets | $ 1 | (59) |
Assets sold, not discontinued operations | Rig sales | ||
Dispositions | ||
Net cash proceeds from sale of assets | 4 | |
Gain (loss) on the sale of assets | $ (60) | |
Gain (loss) on the sale of assets per diluted share | $ (0.10) | |
Gain (loss) on disposal of assets, tax effect | $ 0 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Principal amount | ||
Debt due within one year | $ 570 | $ 448 |
Long-term debt | 6,123 | 6,372 |
Carrying amount | ||
Total debt | 7,011 | 7,170 |
Debt due within one year | 636 | 513 |
Long-term debt | $ 6,375 | 6,657 |
5.52% Senior Secured Notes due May 2022 | ||
Principal amount | ||
Total installments of debt | 18 | |
Debt due within one year | 18 | |
Carrying amount | ||
Total debt | 18 | |
Debt due within one year | 18 | |
Debt instrument interest rate stated percentage | 5.52% | |
3.80% Senior Notes due October 2022 | ||
Principal amount | ||
Total installments of debt | $ 27 | 27 |
Debt due within one year | 27 | 27 |
Carrying amount | ||
Total debt | 27 | 27 |
Debt due within one year | $ 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 | 140 |
Debt due within one year | 140 | |
Carrying amount | ||
Total debt | 140 | 140 |
Debt due within one year | $ 140 | |
Debt instrument interest rate stated percentage | 0.50% | |
5.375% Senior Secured Notes due May 2023 | ||
Principal amount | ||
Total installments of debt | $ 306 | 306 |
Debt due within one year | 63 | 63 |
Carrying amount | ||
Total debt | 304 | 304 |
Debt due within one year | $ 62 | 62 |
Debt instrument interest rate stated percentage | 5.375% | |
5.875% Senior Secured Notes due January 2024 | ||
Principal amount | ||
Total installments of debt | $ 393 | 435 |
Debt due within one year | 83 | 83 |
Carrying amount | ||
Total debt | 389 | 430 |
Debt due within one year | $ 81 | 80 |
Debt instrument interest rate stated percentage | 5.875% | |
7.75% Senior Secured Notes due October 2024 | ||
Principal amount | ||
Total installments of debt | $ 300 | 300 |
Debt due within one year | 60 | 60 |
Carrying amount | ||
Total debt | 296 | 296 |
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 | $ 313 | 313 |
Debt due within one year | 62 | 62 |
Carrying amount | ||
Total debt | 309 | 309 |
Debt due within one year | $ 61 | 61 |
Debt instrument interest rate stated percentage | 6.25% | |
6.125% Senior Secured Notes due August 2025 | ||
Principal amount | ||
Total installments of debt | $ 369 | 402 |
Debt due within one year | 66 | 66 |
Carrying amount | ||
Total debt | 364 | 397 |
Debt due within one year | $ 64 | 64 |
Debt instrument interest rate stated percentage | 6.125% | |
7.25% Senior Notes due November 2025 | ||
Principal amount | ||
Total installments of debt | $ 411 | 411 |
Carrying amount | ||
Total debt | $ 407 | 406 |
Debt instrument interest rate stated percentage | 7.25% | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Principal amount | ||
Total installments of debt | $ 294 | 294 |
Carrying amount | ||
Total debt | $ 266 | 264 |
Debt instrument interest rate stated percentage | 4.00% | |
7.50% Senior Notes due January 2026 | ||
Principal amount | ||
Total installments of debt | $ 569 | 569 |
Carrying amount | ||
Total debt | $ 566 | 565 |
Debt instrument interest rate stated percentage | 7.50% | |
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||
Principal amount | ||
Total installments of debt | $ 238 | 238 |
Carrying amount | ||
Total debt | 268 | 271 |
Debt due within one year | $ 6 | 6 |
Debt instrument interest rate stated percentage | 2.50% | |
11.50% Senior Guaranteed Notes due January 2027 | ||
Principal amount | ||
Total installments of debt | $ 687 | 687 |
Carrying amount | ||
Total debt | 1,043 | 1,078 |
Debt due within one year | $ 70 | 70 |
Debt instrument interest rate stated percentage | 11.50% | |
6.875% Senior Secured Notes due February 2027 | ||
Principal amount | ||
Total installments of debt | $ 516 | 550 |
Debt due within one year | 69 | 69 |
Carrying amount | ||
Total debt | 510 | 544 |
Debt due within one year | $ 67 | 67 |
Debt instrument interest rate stated percentage | 6.875% | |
8.00% Senior Notes due February 2027 | ||
Principal amount | ||
Total installments of debt | $ 612 | 612 |
Carrying amount | ||
Total debt | $ 608 | 607 |
Debt instrument interest rate stated percentage | 8.00% | |
7.45% Notes due April 2027 | ||
Principal amount | ||
Total installments of debt | $ 52 | 52 |
Carrying amount | ||
Total debt | $ 52 | 52 |
Debt instrument interest rate stated percentage | 7.45% | |
8.00% Debentures due April 2027 | ||
Principal amount | ||
Total installments of debt | $ 22 | 22 |
Carrying amount | ||
Total debt | $ 22 | 22 |
Debt instrument interest rate stated percentage | 8.00% | |
7.00% Notes due June 2028 | ||
Principal amount | ||
Total installments of debt | $ 261 | 261 |
Carrying amount | ||
Total debt | $ 265 | 265 |
Debt instrument interest rate stated percentage | 7.00% | |
7.50% Notes due April 2031 | ||
Principal amount | ||
Total installments of debt | $ 396 | 396 |
Carrying amount | ||
Total debt | $ 394 | 394 |
Debt instrument interest rate stated percentage | 7.50% | |
6.80% Senior Notes due March 2038 | ||
Principal amount | ||
Total installments of debt | $ 610 | 610 |
Carrying amount | ||
Total debt | $ 605 | 605 |
Debt instrument interest rate stated percentage | 6.80% | |
7.35% Senior Notes due December 2041 | ||
Principal amount | ||
Total installments of debt | $ 177 | 177 |
Carrying amount | ||
Total debt | $ 176 | 176 |
Debt instrument interest rate stated percentage | 7.35% | |
Principal installments | ||
Principal amount | ||
Total installments of debt | $ 6,693 | $ 6,820 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Total Installments | ||
Scheduled maturities of debt | ||
2023 | $ 646 | |
2024 | 895 | |
2025 | 593 | |
2026 | 1,606 | |
2027 | 1,821 | |
Thereafter | 1,518 | |
Total installments of debt | 7,079 | |
Total unamortized debt-related balances, net | (68) | |
Total carrying amount of debt | 7,011 | |
Principal installments | ||
Scheduled maturities of debt | ||
2023 | 570 | |
2024 | 818 | |
2025 | 516 | |
2026 | 1,528 | |
2027 | 1,743 | |
Thereafter | 1,518 | |
Total installments of debt | 6,693 | $ 6,820 |
Other installments | ||
Scheduled maturities of debt | ||
2023 | 76 | |
2024 | 77 | |
2025 | 77 | |
2026 | 78 | |
2027 | 78 | |
Total installments of debt | $ 386 |
Debt (Interest and Credit Agree
Debt (Interest and Credit Agreements) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Jun. 30, 2021 | Mar. 31, 2022 | |
3.80% Senior Notes due October 2022 | ||
Debt | ||
Debt instrument interest rate stated percentage | 3.80% | |
7.35% Senior Notes due December 2041 | ||
Debt | ||
Debt instrument interest rate stated percentage | 7.35% | |
Five-Year Revolving Credit Facility | ||
Debt | ||
Borrowing capacity, maximum | $ 1,330 | |
Commitment fee percentage at period end | 0.875% | |
Credit facility amount outstanding | $ 0 | |
Letters of credit issued and outstanding | 14 | |
Credit facility available borrowing capacity | $ 1,320 | |
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% | |
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% | |
Credit facility amount outstanding | $ 0 | |
Debt term | 6 years |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, $ in Millions | Feb. 26, 2021USD ($) | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) |
Debt | ||||
Issuance of debt in exchange transactions | $ 294 | |||
Aggregate cash payment | $ 18 | 12 | ||
Repurchased | ||||
Debt | ||||
Aggregate cash payment | 1 | |||
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 | $ 133 | |||
Equity component of convertible debt instrument | $ 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 | $ 355 | |||
Equity component of convertible debt instrument | 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 | $ 259 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt | |||
Aggregate principal amount of debt retired | $ 18 | $ 324 | |
Aggregate cash payment | 18 | 12 | |
Aggregate principal amount of debt issued in exchanges | 294 | ||
Aggregate net gain | 51 | ||
Repayments of debt | $ 165 | 139 | |
5.52% Senior Secured Notes due May 2022 | |||
Debt | |||
Debt instrument interest rate stated percentage | 5.52% | ||
Aggregate principal amount of debt retired | $ 18 | ||
0.50% Exchangeable Senior Bonds due January 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 0.50% | ||
Aggregate principal amount of debt retired | 323 | ||
Aggregate cash payment | $ 11 | ||
5.375% Senior Secured Notes due May 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 5.375% | ||
Aggregate principal amount of debt retired | 1 | ||
Repurchased | |||
Debt | |||
Aggregate principal amount of debt retired | 1 | ||
Aggregate cash payment | 1 | ||
Repurchased | 5.375% Senior Secured Notes due May 2023 | |||
Debt | |||
Aggregate principal amount of debt retired | 1 | ||
Exchanged | |||
Debt | |||
Aggregate principal amount of debt retired | 323 | ||
Aggregate cash payment | 11 | ||
Aggregate principal amount of debt issued in exchanges | 294 | ||
Aggregate net gain | 51 | ||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | |||
Debt | |||
Aggregate principal amount of debt retired | $ 323 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) R$ in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2022BRL (R$) | Mar. 31, 2021USD ($) | |
Effective tax rate | (17.60%) | (17.60%) | 17.80% |
Income tax expense (benefit) | $ 26 | $ (21) | |
Various discrete tax items expense (benefit) | $ (8) | $ (27) | |
Annual effective tax rate excluding discrete items (as a percent) | (22.80%) | (22.80%) | (5.70%) |
Brazil | Corporate income tax | |||
Net adjustments of additional taxes, including interest and penalties | $ 136 | R$ 644 | |
Brazil | Indirect tax | |||
Net adjustments of additional taxes, including interest and penalties | $ 24 | R$ 112 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator for loss per share, basic and diluted | ||
Net loss attributable to controlling interest | $ (175) | $ (99) |
Denominator for loss per share, basic and diluted | ||
Weighted-average shares outstanding (in shares) | 662 | 616 |
Effect of share-based awards (in shares) | 2 | 1 |
Weighted-average shares, basic and diluted (in shares) | 664 | 617 |
Loss per share, basic and diluted (in dollars per share) | $ (0.26) | $ (0.16) |
Share-based awards | ||
Denominator for loss per share, basic and diluted | ||
Securities excluded from earnings per share calculation (in shares) | 17.6 | 13.8 |
Convertible debt | ||
Denominator for loss per share, basic and diluted | ||
Securities excluded from earnings per share calculation (in shares) | 108.1 | 92.9 |
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% |
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 (Legal proceeding
Contingencies (Legal proceedings) (Details) - Asbestos litigation | Mar. 31, 2022plaintifflawsuit |
Contingencies | |
Number of claims | lawsuit | 256 |
Louisiana | |
Contingencies | |
Number of claims | 11 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 11 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | Jun. 14, 2021 | Mar. 31, 2022 |
Equity | ||
Proceeds from issuance of shares, net of issue costs | $ 103 | |
2021 ATM Program | ||
Equity | ||
Maximum value shares to be issued | $ 400 | |
Proceeds from issuance of shares, net of issue costs | $ 103 | |
Issuance of shares (in shares) | 20.2 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Financial instruments | ||
Long-term debt, including current maturities | $ 7,011 | $ 7,170 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 911 | 976 |
Restricted cash and cash equivalents | 315 | 436 |
Long-term loans receivable from unconsolidated affiliates | 36 | 36 |
Long-term debt, including current maturities | 7,011 | 7,170 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 911 | 976 |
Restricted cash and cash equivalents | 315 | 436 |
Long-term loans receivable from unconsolidated affiliates | 33 | 33 |
Long-term debt, including current maturities | $ 6,098 | $ 5,661 |