Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 25, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-38373 | |
Entity Registrant Name | Transocean Ltd | |
Entity Incorporation, State or Country Code | V8 | |
Entity Tax Identification Number | 98-0599916 | |
Entity Address, Address Line One | Turmstrasse 30 | |
Entity Address, City or Town | Steinhausen | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 6312 | |
City Area Code | +41 (41) | |
Local Phone Number | 749-0500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 705,711,203 | |
Entity Central Index Key | 0001451505 | |
Document Fiscal Year Focus | 2022 | |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating revenues | ||||
Contract drilling revenues | $ 692 | $ 656 | $ 1,278 | $ 1,309 |
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 | $ 433 | $ 434 | $ 845 | $ 869 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 184 | $ 186 | $ 367 | $ 373 |
General and administrative | 43 | 39 | 85 | 78 |
Total costs and expenses | 660 | 659 | 1,297 | 1,320 |
Gain (loss) on disposal of assets, net | (4) | 1 | (3) | (58) |
Operating income (loss) | 28 | (2) | (22) | (69) |
Other income (expense), net | ||||
Interest income | 4 | 4 | 6 | 7 |
Interest expense, net of amounts capitalized | (100) | (115) | (202) | (230) |
Gain on retirement of debt | 51 | |||
Other, net | 3 | 14 | 4 | 23 |
Total other income (expense), net | (93) | (97) | (192) | (149) |
Loss before income tax expense (benefit) | (65) | (99) | (214) | (218) |
Income tax expense (benefit) | 3 | 4 | 29 | (17) |
Net loss | (68) | (103) | (243) | (201) |
Net income attributable to noncontrolling interest | 1 | |||
Net loss attributable to controlling interest | $ (68) | $ (103) | $ (243) | $ (202) |
Loss per share, basic (in dollars per share) | $ (0.10) | $ (0.17) | $ (0.36) | $ (0.33) |
Loss per share, diluted (in dollars per share) | $ (0.10) | $ (0.17) | $ (0.36) | $ (0.33) |
Weighted-average shares, basic (in shares) | 692 | 621 | 678 | 619 |
Weighted-average shares, diluted (in shares) | 692 | 621 | 678 | 619 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (68) | $ (103) | $ (243) | $ (201) |
Net income attributable to noncontrolling interest | 1 | |||
Net loss attributable to controlling interest | (68) | (103) | (243) | (202) |
Components of net periodic benefit costs before reclassifications | (11) | (5) | ||
Components of net periodic benefit costs reclassified to net loss | 1 | 3 | 2 | 4 |
Other comprehensive income (loss) before income taxes | 1 | 3 | (9) | (1) |
Other comprehensive income (loss) | 1 | 3 | (9) | (1) |
Other comprehensive income (loss) attributable to controlling interest | 1 | 3 | (9) | (1) |
Total comprehensive loss | (67) | (100) | (252) | (202) |
Total comprehensive income attributable to noncontrolling interest | 1 | |||
Total comprehensive loss attributable to controlling interest | $ (67) | $ (100) | $ (252) | $ (203) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 729 | $ 976 |
Accounts receivable, net of allowance of $2 at June 30, 2022 and December 31, 2021 | 610 | 492 |
Materials and supplies, net of allowance of $191 and $183 at June 30, 2022 and December 31, 2021, respectively | 389 | 392 |
Restricted cash and cash equivalents | 432 | 436 |
Other current assets | 126 | 148 |
Total current assets | 2,286 | 2,444 |
Property and equipment | 23,633 | 23,152 |
Less accumulated depreciation | (6,394) | (6,054) |
Property and equipment, net | 17,239 | 17,098 |
Contract intangible assets | 114 | 173 |
Deferred tax assets, net | 7 | 7 |
Other assets | 904 | 959 |
Total assets | 20,550 | 20,681 |
Liabilities and equity | ||
Accounts payable | 173 | 228 |
Accrued income taxes | 6 | 17 |
Debt due within one year | 847 | 513 |
Other current liabilities | 507 | 545 |
Total current liabilities | 1,533 | 1,303 |
Long-term debt | 6,376 | 6,657 |
Deferred tax liabilities, net | 472 | 447 |
Other long-term liabilities | 994 | 1,068 |
Total long-term liabilities | 7,842 | 8,172 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 905,093,509 authorized, 142,362,675 conditionally authorized, 754,244,753 issued and 705,711,203 outstanding at June 30, 2022, and 891,379,306 authorized, 142,363,356 conditionally authorized, 728,176,456 issued and 655,505,335 outstanding at December 31, 2021 | 69 | 64 |
Additional paid-in capital | 13,899 | 13,683 |
Accumulated deficit | (2,701) | (2,458) |
Accumulated other comprehensive loss | (93) | (84) |
Total controlling interest shareholders' equity | 11,174 | 11,205 |
Noncontrolling interest | 1 | 1 |
Total equity | 11,175 | 11,206 |
Total liabilities and equity | $ 20,550 | $ 20,681 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 SFr / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, net of allowance | $ | $ 191 | $ 183 | ||
Shares, CHF par value (in Swiss francs per share) | SFr / shares | SFr 0.10 | SFr 0.10 | ||
Shares, authorized | 905,093,509 | 891,379,306 | ||
Shares, conditionally authorized | 142,362,675 | 142,363,356 | ||
Shares, issued | 754,244,753 | 728,176,456 | ||
Shares, outstanding | 705,711,203 | 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 | 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 |
Balance at Dec. 31, 2021 | 11,205 | 64 | 13,683 | (2,458) | (84) | 1 | 11,206 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 15 | 15 | 15 | ||||
Issuance of shares | 206 | 5 | 201 | 206 | |||
Net loss attributable to controlling interest | (243) | (243) | |||||
Other comprehensive income (loss) attributable to controlling interest | (9) | (9) | |||||
Total comprehensive loss attributable to controlling interest | (252) | (252) | |||||
Total comprehensive loss | (252) | ||||||
Balance at Jun. 30, 2022 | 11,174 | 69 | 13,899 | (2,701) | (93) | 1 | 11,175 |
Balance at Mar. 31, 2022 | 11,130 | 67 | 13,790 | (2,633) | (94) | 1 | 11,131 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 8 | 8 | 8 | ||||
Issuance of shares | 103 | 2 | 101 | 103 | |||
Net loss attributable to controlling interest | (68) | (68) | |||||
Other comprehensive income (loss) attributable to controlling interest | 1 | 1 | |||||
Total comprehensive loss attributable to controlling interest | (67) | (67) | |||||
Total comprehensive loss | (67) | ||||||
Balance at Jun. 30, 2022 | $ 11,174 | $ 69 | $ 13,899 | $ (2,701) | $ (93) | $ 1 | $ 11,175 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (243) | $ (201) |
Adjustments to reconcile to net cash provided by (used in) operating activities: | ||
Contract intangible asset amortization | 59 | 113 |
Depreciation and amortization | 367 | 373 |
Share-based compensation expense | 15 | 14 |
Loss on disposal of assets, net | 3 | 58 |
Gain on retirement of debt | (51) | |
Deferred income tax expense | 25 | 11 |
Other, net | 32 | 14 |
Changes in deferred revenues, net | (31) | (72) |
Changes in deferred costs, net | 13 | 7 |
Changes in other operating assets and liabilities, net | (200) | (17) |
Net cash provided by operating activities | 40 | 249 |
Cash flows from investing activities | ||
Capital expenditures | (221) | (100) |
Investments in unconsolidated affiliates | (19) | |
Investment in loans to unconsolidated affiliate | (33) | |
Proceeds from disposal of assets, net | 4 | 7 |
Net cash used in investing activities | (236) | (126) |
Cash flows from financing activities | ||
Repayments of debt | (257) | (239) |
Proceeds from issuance of shares, net of issue costs | 206 | 66 |
Other, net | (4) | (20) |
Net cash used in financing activities | (55) | (193) |
Net decrease in unrestricted and restricted cash and cash equivalents | (251) | (70) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,412 | 1,560 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,161 | $ 1,490 |
Business
Business | 6 Months Ended |
Jun. 30, 2022 | |
Business | |
Business | Note 1—Business Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of June 30, 2022, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. As of June 30, 2022, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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. In the six months ended June 30, 2021, we made a cash investment in loans of $33 million. At June 30, 2022 and December 31, 2021, the principal amount of outstanding borrowings due to us under the financing arrangement was $35 million and $34 million, respectively, recorded in other assets. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Revenues | Note 4—Revenues Overview Disaggregation Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Ultra- Harsh Ultra- Harsh Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment deepwater environment deepwater environment floaters floaters Total floaters floaters Total floaters floaters Total floaters floaters Total U.S. $ 253 $ — $ 253 $ 273 $ — $ 273 $ 521 $ — $ 521 $ 539 $ 4 $ 543 Norway — 241 241 — 222 222 — 434 434 — 424 424 Other countries (a) 198 — 198 151 10 161 320 3 323 321 21 342 Total contract drilling revenues $ 451 $ 241 $ 692 $ 424 $ 232 $ 656 $ 841 $ 437 $ 1,278 $ 860 $ 449 $ 1,309 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. Contract liabilities June 30, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 86 $ 83 Deferred contract revenues, recorded in other long-term liabilities 231 265 Total contract liabilities $ 317 $ 348 Significant changes in contract liabilities were as follows (in millions): Six months ended June 30, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (61) (81) Increase due to goods and services transferred over time 30 9 Total contract liabilities, end of period $ 317 $ 384 Pre-operating costs |
Long-Lived Assets
Long-Lived Assets | 6 Months Ended |
Jun. 30, 2022 | |
Long-Lived Assets | |
Long-Lived Assets | Note 5—Long-Lived Assets Construction work in progress Six months ended June 30, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 193 77 Other equipment and construction projects 28 23 Total capital expenditures 221 100 Non-cash capital additions financed under Shipyard Loan 300 — Changes in accrued capital additions (16) (9) Property and equipment placed into service (26) (18) Construction work in progress, end of period $ 1,496 $ 901 Dispositions Leiv Eiriksson |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt | |
Debt | Note 6—Debt Overview Outstanding debt Principal amount Carrying amount June 30, December 31, June 30, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 140 140 140 5.375% Senior Secured Notes due May 2023 274 306 273 304 5.875% Senior Secured Notes due January 2024 394 435 390 430 7.75% Senior Secured Notes due October 2024 270 300 267 296 6.25% Senior Secured Notes due December 2024 281 313 278 309 6.125% Senior Secured Notes due August 2025 369 402 365 397 7.25% Senior Notes due November 2025 411 411 407 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 294 267 264 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 4.50% Shipyard Loan due June 2027 349 — 300 — 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 6,949 6,820 7,223 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 274 63 273 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 781 448 847 513 Total long-term debt $ 6,168 $ 6,372 $ 6,376 $ 6,657 Scheduled maturities Principal Other installments installments Total Twelve months ending June 30, 2023 $ 781 $ 76 $ 857 2024 615 77 692 2025 555 77 632 2026 1,627 78 1,705 2027 1,927 78 2,005 Thereafter 1,444 — 1,444 Total installments of debt $ 6,949 $ 386 7,335 Total unamortized debt-related balances, net (112) Total carrying amount of debt $ 7,223 Credit agreements Secured Credit Facility In July 2022, we amended the bank credit agreement for our Secured Credit Facility to, among other things, (i) extend the maturity date from June 22, 2023 to June 22, 2025, subject to permitted extensions and certain early maturity triggers, (ii) reduce the borrowing capacity from $1.33 billion to $774 million through June 22, 2023, and thereafter reduce the borrowing capacity to $600 million through June 22, 2025 and (iii) replace our ability to borrow under the Secured Credit Facility at the reserve adjusted London Interbank Offered Rate plus the Secured Credit Facility Margin with the ability to borrow under the Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus the Secured Credit Facility Margin and a Term SOFR spread adjustment of 0.10 percent. The Secured Credit Facility contains covenants that, among other things, requires that we maintain minimum liquidity of $500 million. In order to remain in compliance with the requirement and to avoid a default under our Secured Credit Facility, we must obtain additional liquidity of at least $330 million within the 12-month period following the issuance of the financial statements included in this report, which we plan to obtain through a secured financing for Deepwater Titan Deepwater Titan Shipyard financing arrangement Deepwater Atlas Deepwater Titan Deepwater Atlas Deepwater Titan The Shipyard Loans are guaranteed by Transocean Inc. Borrowings under the Shipyard Loan for Deepwater Atlas Deepwater Titan Deepwater Atlas 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 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% $ 134 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 294 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 204 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 six months ended June 30, 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): Six months ended June 30, 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 In July 2022, we made a cash payment of $27 million to redeem an equivalent aggregate principal amount of the then outstanding 3.80% senior notes due October 2022. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2022 | |
Loss per share | |
Loss per share | Note 8—Loss Per Share The computations of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (68) $ (103) $ (243) $ (202) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 692 621 678 619 Loss per share, basic and diluted $ (0.10) $ (0.17) $ (0.36) $ (0.33) We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive (in millions): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Share-based awards 14.0 13.3 15.0 12.9 Exchangeable bonds 108.1 108.0 108.1 101.0 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Contingencies | |
Contingencies | Note 9—Contingencies Legal proceedings Debt exchange litigation and purported notice of default— to the exchange offer transactions completed in September 2020 (the “2020 Exchange Offers”), filed a claim (the “Claim”) in the U.S. District Court for the Southern District of New York (the “Trial Court”) related to such certain internal reorganization transactions and the 2020 Exchange Offers. Additionally, in September and October 2020, Whitebox and funds managed by, or affiliated with, Pacific Investment Management Company LLC, as debtholders, together with certain other advisors and debtholders, provided purported notices of alleged default with respect to the indentures governing, respectively, the 8.00% senior notes due February 2027 (the “8.00% Senior Notes”) and the 7.25% senior notes due November 2025 (the “7.25% Senior Notes”). 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. 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 (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. Whitebox did not appeal the ruling by the Second Circuit. Asbestos litigation 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 June 30, 2022, the subsidiary was a defendant in approximately 239 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 | 6 Months Ended |
Jun. 30, 2022 | |
Equity | |
Equity | Note 10—Equity Share issuance |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments | |
Financial Instruments | Note 11—Financial Instruments Overview June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 729 $ 729 $ 976 $ 976 Restricted cash and cash equivalents 432 432 436 436 Long-term loans receivable from unconsolidated affiliates 37 35 36 33 Total debt 7,223 5,548 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) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Ultra- Harsh Ultra- Harsh Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment deepwater environment deepwater environment floaters floaters Total floaters floaters Total floaters floaters Total floaters floaters Total U.S. $ 253 $ — $ 253 $ 273 $ — $ 273 $ 521 $ — $ 521 $ 539 $ 4 $ 543 Norway — 241 241 — 222 222 — 434 434 — 424 424 Other countries (a) 198 — 198 151 10 161 320 3 323 321 21 342 Total contract drilling revenues $ 451 $ 241 $ 692 $ 424 $ 232 $ 656 $ 841 $ 437 $ 1,278 $ 860 $ 449 $ 1,309 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. |
Schedule of contract balances and changes | Contract liabilities June 30, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 86 $ 83 Deferred contract revenues, recorded in other long-term liabilities 231 265 Total contract liabilities $ 317 $ 348 Significant changes in contract liabilities were as follows (in millions): Six months ended June 30, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (61) (81) Increase due to goods and services transferred over time 30 9 Total contract liabilities, end of period $ 317 $ 384 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Long-Lived Assets | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Six months ended June 30, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 193 77 Other equipment and construction projects 28 23 Total capital expenditures 221 100 Non-cash capital additions financed under Shipyard Loan 300 — Changes in accrued capital additions (16) (9) Property and equipment placed into service (26) (18) Construction work in progress, end of period $ 1,496 $ 901 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of debt | Principal amount Carrying amount June 30, December 31, June 30, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 140 140 140 5.375% Senior Secured Notes due May 2023 274 306 273 304 5.875% Senior Secured Notes due January 2024 394 435 390 430 7.75% Senior Secured Notes due October 2024 270 300 267 296 6.25% Senior Secured Notes due December 2024 281 313 278 309 6.125% Senior Secured Notes due August 2025 369 402 365 397 7.25% Senior Notes due November 2025 411 411 407 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 294 267 264 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 4.50% Shipyard Loan due June 2027 349 — 300 — 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 6,949 6,820 7,223 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 274 63 273 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 781 448 847 513 Total long-term debt $ 6,168 $ 6,372 $ 6,376 $ 6,657 |
Scheduled maturities of debt | Principal Other installments installments Total Twelve months ending June 30, 2023 $ 781 $ 76 $ 857 2024 615 77 692 2025 555 77 632 2026 1,627 78 1,705 2027 1,927 78 2,005 Thereafter 1,444 — 1,444 Total installments of debt $ 6,949 $ 386 7,335 Total unamortized debt-related balances, net (112) Total carrying amount of debt $ 7,223 |
Schedule of debt retirements | Six months ended June 30, 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% $ 134 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 294 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 204 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loss per share | |
Schedule of loss per share | The computations of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (68) $ (103) $ (243) $ (202) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 692 621 678 619 Loss per share, basic and diluted $ (0.10) $ (0.17) $ (0.36) $ (0.33) |
Schedule of antidilutive securities | Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Share-based awards 14.0 13.3 15.0 12.9 Exchangeable bonds 108.1 108.0 108.1 101.0 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 729 $ 729 $ 976 $ 976 Restricted cash and cash equivalents 432 432 436 436 Long-term loans receivable from unconsolidated affiliates 37 35 36 33 Total debt 7,223 5,548 7,170 5,661 |
Business (Details)
Business (Details) | Jun. 30, 2022 item |
Number of mobile offshore drilling units | 37 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 27 |
Number of mobile offshore drilling units under construction | 2 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 10 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Investments | |||
Aggregate carrying amount of equity investment | $ 103 | $ 91 | |
Investments in loans to unconsolidated affiliates | $ 33 | ||
Orion/Transocean Norge | |||
Investments | |||
Ownership percentage | 33% | ||
Equity method investment payment | $ 19 | ||
Aggregate carrying amount of equity investment | 59 | 57 | |
Related party transaction | 28 | 2 | |
Investments in loans to unconsolidated affiliates | 33 | ||
Affiliate loan receivable | $ 35 | $ 34 | |
Orion/Transocean Norge | Orion/Transocean Norge | |||
Investments | |||
Loan payable | $ 100 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Contract drilling revenues | $ 692 | $ 656 | $ 1,278 | $ 1,309 |
U.S. | ||||
Revenue | ||||
Contract drilling revenues | 253 | 273 | 521 | 543 |
Norway | ||||
Revenue | ||||
Contract drilling revenues | 241 | 222 | 434 | 424 |
Other Countries | ||||
Revenue | ||||
Contract drilling revenues | 198 | 161 | 323 | 342 |
Ultra-deepwater floaters | ||||
Revenue | ||||
Contract drilling revenues | 451 | 424 | 841 | 860 |
Ultra-deepwater floaters | U.S. | ||||
Revenue | ||||
Contract drilling revenues | 253 | 273 | 521 | 539 |
Ultra-deepwater floaters | Other Countries | ||||
Revenue | ||||
Contract drilling revenues | 198 | 151 | 320 | 321 |
Harsh environment floaters | ||||
Revenue | ||||
Contract drilling revenues | 241 | 232 | 437 | 449 |
Harsh environment floaters | U.S. | ||||
Revenue | ||||
Contract drilling revenues | 4 | |||
Harsh environment floaters | Norway | ||||
Revenue | ||||
Contract drilling revenues | $ 241 | 222 | 434 | 424 |
Harsh environment floaters | Other Countries | ||||
Revenue | ||||
Contract drilling revenues | $ 10 | $ 3 | $ 21 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 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 | 231 | 265 | ||
Total contract liabilities | $ 317 | $ 348 | $ 384 | $ 456 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 348 | $ 456 |
Decrease due to recognition of revenues for goods and services | (61) | (81) |
Increase due to goods and services transferred over time | 30 | 9 |
Total contract liabilities, at end of period | $ 317 | $ 384 |
Revenues (Pre-operating) (Detai
Revenues (Pre-operating) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues | |||||
Recognized pre-operating costs | $ 24 | $ 16 | $ 36 | $ 30 | |
Unrecognized pre-operating costs | $ 11 | $ 11 | $ 21 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 221 | $ 100 |
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 | 221 | 100 |
Non-cash capital additions financed under Shipyard Loan | 300 | |
Changes in accrued capital additions | (16) | (9) |
Property and equipment placed into service | (26) | (18) |
Construction work in progress, at end of period | 1,496 | 901 |
New builds | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | 193 | 77 |
Other property and equipment | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 28 | $ 23 |
Long-Lived Assets (Disposal) (D
Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Dispositions | ||||
Net cash proceeds from sale of assets | $ 4 | $ 7 | ||
Gain (loss) on the sale of assets | $ (4) | $ 1 | $ (3) | (58) |
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 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Principal amount | |||
Debt due within one year | $ 781 | $ 448 | |
Long-term debt | 6,168 | 6,372 | |
Carrying amount | |||
Total debt | 7,223 | 7,170 | |
Debt due within one year | 847 | 513 | |
Long-term debt | 6,376 | 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 | $ 274 | 306 | |
Debt due within one year | 274 | 63 | |
Carrying amount | |||
Total debt | 273 | 304 | |
Debt due within one year | $ 273 | 62 | |
Debt instrument interest rate stated percentage | 5.375% | ||
5.875% Senior Secured Notes due January 2024 | |||
Principal amount | |||
Total installments of debt | $ 394 | 435 | |
Debt due within one year | 83 | 83 | |
Carrying amount | |||
Total debt | 390 | 430 | |
Debt due within one year | $ 81 | 80 | |
Debt instrument interest rate stated percentage | 5.875% | ||
7.75% Senior Secured Notes due October 2024 | |||
Principal amount | |||
Total installments of debt | $ 270 | 300 | |
Debt due within one year | 60 | 60 | |
Carrying amount | |||
Total debt | 267 | 296 | |
Debt due within one year | $ 58 | 58 | |
Debt instrument interest rate stated percentage | 7.75% | ||
6.25% Senior Secured Notes due December 2024 | |||
Principal amount | |||
Total installments of debt | $ 281 | 313 | |
Debt due within one year | 62 | 62 | |
Carrying amount | |||
Total debt | 278 | 309 | |
Debt due within one year | $ 61 | 61 | |
Debt instrument interest rate stated percentage | 6.25% | ||
6.125% Senior Secured Notes due August 2025 | |||
Principal amount | |||
Total installments of debt | $ 369 | 402 | |
Debt due within one year | 66 | 66 | |
Carrying amount | |||
Total debt | 365 | 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 | $ 267 | 264 | |
Debt instrument interest rate stated percentage | 4% | ||
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% | ||
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% | ||
4.50% Shipyard Loan due June 2027 | |||
Principal amount | |||
Total installments of debt | $ 349 | ||
Carrying amount | |||
Total debt | $ 300 | ||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | |
7.00% Notes due June 2028 | |||
Principal amount | |||
Total installments of debt | $ 261 | 261 | |
Carrying amount | |||
Total debt | $ 265 | 265 | |
Debt instrument interest rate stated percentage | 7% | ||
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 | $ 6,949 | $ 6,820 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Total Installments | ||
Scheduled maturities of debt | ||
2023 | $ 857 | |
2024 | 692 | |
2025 | 632 | |
2026 | 1,705 | |
2027 | 2,005 | |
Thereafter | 1,444 | |
Total installments of debt | 7,335 | |
Total unamortized debt-related balances, net | (112) | |
Total carrying amount of debt | 7,223 | |
Principal installments | ||
Scheduled maturities of debt | ||
2023 | 781 | |
2024 | 615 | |
2025 | 555 | |
2026 | 1,627 | |
2027 | 1,927 | |
Thereafter | 1,444 | |
Total installments of debt | 6,949 | $ 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 | 6 Months Ended | ||
Jul. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt | ||||
Aggregate cash payment | $ 18 | $ 12 | ||
Aggregate cash payment to acquire property | 221 | $ 100 | ||
Five-Year Revolving Credit Facility | ||||
Debt | ||||
Borrowing capacity, maximum | $ 1,330 | $ 1,330 | ||
Commitment fee percentage at period end | 0.875% | |||
Credit facility amount outstanding | 0 | $ 0 | ||
Letters of credit issued and outstanding | 9 | 9 | ||
Credit facility available borrowing capacity | $ 1,320 | $ 1,320 | ||
Minimum liquidity | $ 500 | |||
Additional liquidity required | 330 | |||
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% | |||
Five-Year Revolving Credit Facility | June 2023 | ||||
Debt | ||||
Borrowing capacity, maximum | 774 | |||
Five-Year Revolving Credit Facility | June 2025 | ||||
Debt | ||||
Borrowing capacity, maximum | $ 600 | |||
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% | 1% | ||
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% | |||
Five-Year Revolving Credit Facility | Term SOFR | ||||
Debt | ||||
Spread on variable rate basis (as a percent) | 0.10% | |||
4.50% Shipyard Loan due June 2027 | ||||
Debt | ||||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | 4.50% | |
Debt instrument face value | $ 349 | $ 349 | ||
Aggregate cash payment to acquire property | 46 | |||
Non-cash capital addition | $ 300 | |||
4.50% Shipyard Loan due June 2027 | Discount rate | ||||
Debt | ||||
Debt fair value measurement input | 9.4 | 9.4 |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | ||
Feb. 26, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
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 | $ 134 | |||
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 | $ 294 | |||
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% | |||
Fair value of debt | $ 204 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |||
Feb. 26, 2021 | Jul. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 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 | 257 | 239 | |||
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 | ||||
3.80% Senior Notes due October 2022 | |||||
Debt | |||||
Debt instrument interest rate stated percentage | 3.80% | ||||
Repayments of debt | $ 27 | ||||
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 | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 BRL (R$) | Jun. 30, 2021 USD ($) | |
Effective tax rate | (13.70%) | (13.70%) | 7.70% | ||
Income tax expense (benefit) | $ 3 | $ 4 | $ 29 | $ (17) | |
Various discrete tax items expense (benefit) | $ (8) | $ (33) | |||
Annual effective tax rate excluding discrete items (as a percent) | (17.50%) | (17.50%) | (7.80%) | ||
Brazil | Corporate income tax | |||||
Net adjustments of additional taxes, including interest and penalties | $ 124 | R$ 652 | |||
Brazil | Indirect tax | |||||
Net adjustments of additional taxes, including interest and penalties | $ 21 | R$ 113 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings per share | ||||
Net loss attributable to controlling interest | $ (68) | $ (103) | $ (243) | $ (202) |
Weighted-average shares for per share calculation, basic (in shares) | 692 | 621 | 678 | 619 |
Weighted-average shares for per share calculation, diluted (in shares) | 692 | 621 | 678 | 619 |
Loss per share, basic (in dollars per share) | $ (0.10) | $ (0.17) | $ (0.36) | $ (0.33) |
Loss per share, diluted (in dollars per share) | $ (0.10) | $ (0.17) | $ (0.36) | $ (0.33) |
Share-based awards | ||||
Earnings per share | ||||
Securities excluded from earnings per share calculation (in shares) | 14 | 13.3 | 15 | 12.9 |
Convertible debt | ||||
Earnings per share | ||||
Securities excluded from earnings per share calculation (in shares) | 108.1 | 108 | 108.1 | 101 |
Contingencies (Legal proceeding
Contingencies (Legal proceedings) (Details) - Asbestos litigation | Jun. 30, 2022 lawsuit plaintiff |
Contingencies | |
Number of claims | lawsuit | 239 |
Louisiana | |
Contingencies | |
Number of claims | 8 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 15 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 14, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity | |||||
Proceeds from issuance of shares, net of issue costs | $ 206 | $ 66 | |||
ATM Program | |||||
Equity | |||||
Maximum value shares to be issued | $ 400 | ||||
Proceeds from issuance of shares, net of issue costs | $ 103 | $ 66 | $ 206 | $ 66 | |
Issuance of shares (in shares) | 24.6 | 15.2 | 44.8 | 15.2 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Financial instruments | ||
Long-term debt, including current maturities | $ 7,223 | $ 7,170 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 729 | 976 |
Restricted cash and cash equivalents | 432 | 436 |
Long-term loans receivable from unconsolidated affiliates | 37 | 36 |
Long-term debt, including current maturities | 7,223 | 7,170 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 729 | 976 |
Restricted cash and cash equivalents | 432 | 436 |
Long-term loans receivable from unconsolidated affiliates | 35 | 33 |
Long-term debt, including current maturities | $ 5,548 | $ 5,661 |