Debt | Note 6—Debt Overview Outstanding debt Principal amount Carrying amount September 30, December 31, September 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 0.50% Exchangeable Senior Bonds due January 2023 49 140 49 140 5.375% Senior Secured Notes due May 2023 274 306 274 304 5.875% Senior Secured Notes due January 2024 352 435 349 430 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 336 402 332 397 7.25% Senior Notes due November 2025 364 411 360 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 294 269 264 7.50% Senior Notes due January 2026 569 569 566 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 265 271 11.50% Senior Guaranteed Notes due January 2027 687 687 1,009 1,078 6.875% Senior Secured Notes due February 2027 482 550 477 544 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 — 303 — 7.00% Notes due June 2028 261 261 265 265 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 300 — 281 — 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 6,975 6,820 7,201 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 0.50% Exchangeable Senior Bonds due January 2023 49 — 49 — 5.375% Senior Secured Notes due May 2023 274 63 274 62 5.875% Senior Secured Notes due January 2024 83 83 81 80 7.75% Senior Secured Notes due October 2024 60 60 59 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 7.25% Senior Notes due November 2025 9 — 9 — 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 4.50% Shipyard Loan due June 2027 10 — 10 — Total debt due within one year 682 448 750 513 Total long-term debt $ 6,293 $ 6,372 $ 6,451 $ 6,657 Scheduled maturities Principal Other installments installments Total Twelve months ending September 30, 2023 $ 682 $ 76 $ 758 2024 595 77 672 2025 693 77 770 2026 1,408 78 1,486 2027 1,853 40 1,893 Thereafter 1,744 — 1,744 Total installments of debt $ 6,975 $ 348 7,323 Total unamortized debt-related balances, net (261) Bifurcated compound exchange feature, at estimated fair value 139 Total carrying amount of debt $ 7,201 Credit agreements Secured Credit Facility In order to utilize the Secured Credit Facility, we must, at the time of the borrowing request, be in full compliance with the terms and conditions of the Secured Credit Facility and make certain representations and warranties, including with respect to compliance with laws and solvency, to the lenders. Repayment of borrowings under the Secured Credit Facility are subject to acceleration upon the occurrence of an event of default. To remain in compliance with the minimum liquidity requirement and to avoid a default, we must obtain additional liquidity of at least $200 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 credit spreads of our debt, by applying an estimated discount rate of 9.4 percent. At September 30, 2022, we had no borrowings outstanding under the Shipyard Loan for 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 4.7 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 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 290.66180 3.44 87.2 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 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. 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 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. The 4.625% Senior Guaranteed Exchangeable Bonds contain a compound exchange feature that, in addition to the exchange terms outlined above, requires us to pay holders a make-whole premium of future interest through March 30, 2028, for exchanges exercised during a redemption notice period. Such compound exchange feature must be bifurcated from the host debt instrument since it is not considered indexed to our stock. Accordingly, we will recognize changes to the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to interest expense. Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 48 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 265 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 181 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.1% 281 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 $39 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds. Additionally, we sold $188 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds and issued 15.5 million warrants to purchase Transocean Ltd. shares for aggregate net cash proceeds of $188 million. The initial carrying amount of the 4.625% Senior Guaranteed Exchangeable Bonds, measured at the estimated fair value on the date of issuance, was $281 million. We estimated the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model and by using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. In the three and nine months ended September 30, 2022, as a result of the 2022 Private Exchange, we recognized a gain of $6 million ($0.01 per diluted share), with no tax effect, associated with the retirement of debt. See Note 10—Equity On February 26, 2021, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds and made an aggregate cash payment of $11 million in private exchanges (collectively, the “2021 Private Exchange”) for $323 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds. The initial carrying amount of the 4.00% Senior Guaranteed Exchangeable Bonds, measured at the estimated fair value on the date of issuance, was $260 million. We estimated the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model and by using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. In the nine months ended September 30, 2021, as a result of the 2021 Private Exchange, we recognized a gain of $51 million ($0.08 per diluted share), with no tax effect, associated with the retirement of debt. Early debt retirement During the nine months ended September 30, 2022 and 2021, we retired certain notes as a result of repayment, redemption, private exchanges and open market repurchases. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions): Nine months ended September 30, 2022 2021 Repaid Exchanged Redeemed Total Exchanged Repurchased Total 5.52% Senior Secured Notes due May 2022 $ 18 $ — $ — $ 18 $ — $ — $ — 3.80% Senior Notes due October 2022 — — 27 27 — — — 0.50% Exchangeable Senior Bonds due January 2023 — 73 18 91 323 — 323 5.375% Senior Secured Notes due May 2023 — — — — — 10 10 5.875% Senior Secured Notes due January 2024 — — — — — 41 41 7.25% Senior Notes due November 2025 — 43 5 48 — — — Aggregate principal amount of debt retired $ 18 $ 116 $ 50 $ 184 $ 323 $ 51 $ 374 Aggregate cash payment $ 18 $ — $ 49 $ 67 $ 11 $ 51 $ 62 Aggregate principal amount of debt issued in exchanges $ — $ 112 $ — $ 112 $ 294 $ — $ 294 Aggregate fair value of warrants issued in exchanges $ — $ 5 $ — $ 5 $ — $ — $ — Aggregate net gain, nine-month period $ — $ 6 $ 1 $ 7 $ 51 $ — $ 51 Aggregate net gain, three-month period $ — $ 6 $ 1 $ 7 $ — $ — $ — In October 2022, the harsh environment floater Transocean Equinox |