Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 27, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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 | 721,888,427 | |
Entity Central Index Key | 0001451505 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating revenues | ||||
Contract drilling revenues | $ 691 | $ 626 | $ 1,969 | $ 1,935 |
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 | $ 411 | $ 398 | $ 1,256 | $ 1,267 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 182 | $ 185 | $ 549 | $ 558 |
General and administrative | 42 | 40 | 127 | 118 |
Total costs and expenses | 635 | 623 | 1,932 | 1,943 |
Loss on disposal of assets, net | (3) | (3) | (6) | (61) |
Operating income (loss) | 53 | 31 | (69) | |
Other income (expense), net | ||||
Interest income | 9 | 4 | 15 | 11 |
Interest expense, net of amounts capitalized | (96) | (110) | (298) | (340) |
Gain on retirement of debt | 7 | 7 | 51 | |
Other, net | (6) | 3 | (2) | 26 |
Total other income (expense), net | (86) | (103) | (278) | (252) |
Loss before income tax expense (benefit) | (33) | (103) | (247) | (321) |
Income tax expense (benefit) | (5) | 27 | 24 | 10 |
Net loss | (28) | (130) | (271) | (331) |
Net income attributable to noncontrolling interest | 1 | |||
Net loss attributable to controlling interest | $ (28) | $ (130) | $ (271) | $ (332) |
Loss per share, basic (in dollars per share) | $ (0.04) | $ (0.20) | $ (0.39) | $ (0.53) |
Loss per share, diluted (in dollars per share) | $ (0.04) | $ (0.20) | $ (0.39) | $ (0.53) |
Weighted-average shares, basic (in shares) | 714 | 653 | 690 | 630 |
Weighted-average shares, diluted (in shares) | 714 | 653 | 690 | 630 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (28) | $ (130) | $ (271) | $ (331) |
Net income attributable to noncontrolling interest | 1 | |||
Net loss attributable to controlling interest | (28) | (130) | (271) | (332) |
Components of net periodic benefit costs before reclassifications | (11) | (5) | ||
Components of net periodic benefit costs reclassified to net loss | 2 | 3 | 4 | 7 |
Other comprehensive income (loss) before income taxes | 2 | 3 | (7) | 2 |
Other comprehensive income (loss) | 2 | 3 | (7) | 2 |
Other comprehensive income (loss) attributable to controlling interest | 2 | 3 | (7) | 2 |
Total comprehensive loss | (26) | (127) | (278) | (329) |
Total comprehensive income attributable to noncontrolling interest | 1 | |||
Total comprehensive loss attributable to controlling interest | $ (26) | $ (127) | $ (278) | $ (330) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 954 | $ 976 |
Accounts receivable, net of allowance of $2 at September 30, 2022 and December 31, 2021 | 599 | 492 |
Materials and supplies, net of allowance of $194 and $183 at September 30, 2022 and December 31, 2021, respectively | 398 | 392 |
Restricted cash and cash equivalents | 387 | 436 |
Other current assets | 131 | 148 |
Total current assets | 2,469 | 2,444 |
Property and equipment | 23,728 | 23,152 |
Less accumulated depreciation | (6,570) | (6,054) |
Property and equipment, net | 17,158 | 17,098 |
Contract intangible assets | 75 | 173 |
Deferred tax assets, net | 11 | 7 |
Other assets | 908 | 959 |
Total assets | 20,621 | 20,681 |
Liabilities and equity | ||
Accounts payable | 275 | 228 |
Accrued income taxes | 4 | 17 |
Debt due within one year | 750 | 513 |
Other current liabilities | 476 | 545 |
Total current liabilities | 1,505 | 1,303 |
Long-term debt | 6,451 | 6,657 |
Deferred tax liabilities, net | 471 | 447 |
Other long-term liabilities | 963 | 1,068 |
Total long-term liabilities | 7,885 | 8,172 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 905,093,509 authorized, 142,362,675 conditionally authorized, 797,244,753 issued and 721,888,427 outstanding at September 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 | 71 | 64 |
Additional paid-in capital | 13,979 | 13,683 |
Accumulated deficit | (2,729) | (2,458) |
Accumulated other comprehensive loss | (91) | (84) |
Total controlling interest shareholders' equity | 11,230 | 11,205 |
Noncontrolling interest | 1 | 1 |
Total equity | 11,231 | 11,206 |
Total liabilities and equity | $ 20,621 | $ 20,681 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 SFr / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, net of allowance | $ | $ 194 | $ 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 | 797,244,753 | 728,176,456 | ||
Shares, outstanding | 721,888,427 | 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 | 21 | 21 | 21 | ||||
Issuance of shares | 141 | 3 | 138 | 141 | |||
Net loss attributable to controlling interest | (332) | (332) | |||||
Other comprehensive income (loss) attributable to controlling interest | 2 | 2 | |||||
Total comprehensive loss attributable to controlling interest | (330) | (330) | |||||
Total comprehensive income attributable to noncontrolling interest | 1 | ||||||
Total comprehensive loss | (329) | ||||||
Other, net | (1) | (1) | (1) | ||||
Balance at Sep. 30, 2021 | 11,263 | 63 | 13,659 | (2,198) | (261) | 4 | 11,267 |
Balance at Jun. 30, 2021 | 11,308 | 62 | 13,578 | (2,068) | (264) | 4 | 11,312 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 7 | 7 | 7 | ||||
Issuance of shares | 75 | 1 | 74 | 75 | |||
Net loss attributable to controlling interest | (130) | (130) | |||||
Other comprehensive income (loss) attributable to controlling interest | 3 | 3 | |||||
Total comprehensive loss attributable to controlling interest | (127) | (127) | |||||
Total comprehensive loss | (127) | ||||||
Balance at Sep. 30, 2021 | 11,263 | 63 | 13,659 | (2,198) | (261) | 4 | 11,267 |
Balance at Dec. 31, 2021 | 11,205 | 64 | 13,683 | (2,458) | (84) | 1 | 11,206 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 22 | 22 | 22 | ||||
Issuance of shares | 264 | 7 | 257 | 264 | |||
Issuance of warrants | 17 | 17 | 17 | ||||
Net loss attributable to controlling interest | (271) | (271) | |||||
Other comprehensive income (loss) attributable to controlling interest | (7) | (7) | |||||
Total comprehensive loss attributable to controlling interest | (278) | (278) | |||||
Total comprehensive loss | (278) | ||||||
Balance at Sep. 30, 2022 | 11,230 | 71 | 13,979 | (2,729) | (91) | 1 | 11,231 |
Balance at Jun. 30, 2022 | 11,174 | 69 | 13,899 | (2,701) | (93) | 1 | 11,175 |
Increase (Decrease) in Shareholders' Equity | |||||||
Share-based compensation | 7 | 7 | 7 | ||||
Issuance of shares | 58 | 2 | 56 | 58 | |||
Issuance of warrants | 17 | 17 | 17 | ||||
Net loss attributable to controlling interest | (28) | (28) | |||||
Other comprehensive income (loss) attributable to controlling interest | 2 | 2 | |||||
Total comprehensive loss attributable to controlling interest | (26) | (26) | |||||
Total comprehensive loss | (26) | ||||||
Balance at Sep. 30, 2022 | $ 11,230 | $ 71 | $ 13,979 | $ (2,729) | $ (91) | $ 1 | $ 11,231 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (28) | $ (271) | $ (331) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Contract intangible asset amortization | 98 | 170 | |
Depreciation and amortization | 182 | 549 | 558 |
Share-based compensation expense | 22 | 21 | |
Loss on disposal of assets, net | 3 | 6 | 61 |
Gain on retirement of debt | (7) | (7) | (51) |
Deferred income tax expense | 20 | 43 | |
Other, net | 56 | 29 | |
Changes in deferred revenues, net | (49) | (87) | |
Changes in deferred costs, net | 23 | 8 | |
Changes in other operating assets and liabilities, net | (177) | (31) | |
Net cash provided by operating activities | 270 | 390 | |
Cash flows from investing activities | |||
Capital expenditures | (308) | (137) | |
Investments in equity of unconsolidated affiliates | (27) | ||
Investment in loans to unconsolidated affiliates | (2) | (33) | |
Proceeds from disposal of assets, net | 4 | 8 | |
Net cash used in investing activities | (333) | (162) | |
Cash flows from financing activities | |||
Repayments of debt | (453) | (423) | |
Proceeds from issuance of shares, net of issue costs | 264 | 141 | |
Proceeds from issuance of debt, net of issue costs | 176 | ||
Proceeds from issuance of warrants, net of issue costs | 12 | ||
Other, net | (7) | (30) | |
Net cash used in financing activities | (8) | (312) | |
Net decrease in unrestricted and restricted cash and cash equivalents | (71) | (84) | |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,412 | 1,560 | |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,341 | $ 1,341 | $ 1,476 |
Business
Business | 9 Months Ended |
Sep. 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 September 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 September 30, 2022, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 3—Unconsolidated Affiliates Equity investments Transocean Norge . Related party transactions Transocean Norge Transocean Norge Transocean Norge We also periodically provide financing to certain of our unconsolidated affiliates. In the nine months ended September 30, 2022 and 2021, we made an aggregate cash investment in loans of $2 million and $33 million, respectively. At September 30, 2022 and December 31, 2021, the aggregate principal amount due to us under the various financing arrangements with our unconsolidated affiliates was $38 million and $36 million, respectively, recorded in other assets. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenues | |
Revenues | Note 4—Revenues Overview Disaggregation Three months ended September 30, Nine months ended September 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. $ 288 $ — $ 288 $ 280 $ — $ 280 $ 809 $ — $ 809 $ 819 $ 4 $ 823 Norway — 244 244 — 185 185 — 678 678 — 609 609 Other countries (a) 145 14 159 148 13 161 465 17 482 469 34 503 Total contract drilling revenues $ 433 $ 258 $ 691 $ 428 $ 198 $ 626 $ 1,274 $ 695 $ 1,969 $ 1,288 $ 647 $ 1,935 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. Contract liabilities September 30, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 84 $ 83 Deferred contract revenues, recorded in other long-term liabilities 215 265 Total contract liabilities $ 299 $ 348 Significant changes in contract liabilities were as follows (in millions): Nine months ended September 30, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (90) (117) Increase due to goods and services transferred over time 41 30 Total contract liabilities, end of period $ 299 $ 369 Pre-operating costs |
Long-Lived Assets
Long-Lived Assets | 9 Months Ended |
Sep. 30, 2022 | |
Long-Lived Assets | |
Long-Lived Assets | Note 5—Long-Lived Assets Construction work in progress Nine months ended September 30, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 269 106 Other equipment and construction projects 39 31 Total capital expenditures 308 137 Non-cash capital additions financed under Shipyard Loan 300 — Changes in accrued capital additions (4) 19 Property and equipment placed into service (35) (28) Construction work in progress, end of period $ 1,586 $ 956 Dispositions Leiv Eiriksson |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt | |
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 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes | |
Income Taxes | Note 7—Income Taxes Tax provision and rate Tax positions and returns legislation, interpretation or guidance. From time to time, as a result of these changes, we may revise previously evaluated tax positions, which could cause us to adjust our recorded tax assets and liabilities. Tax authorities in certain jurisdictions are examining our tax returns and, in some cases, have issued assessments. We intend to defend our tax positions vigorously. Although we can provide no assurance as to the outcome of the aforementioned changes, examinations or assessments, we do not expect the ultimate liability to have a material adverse effect on our condensed consolidated statement of financial position or results of operations; however, it could have a material adverse effect on our condensed consolidated statement of cash flows. Brazil tax investigations |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (28) $ (130) $ (271) $ (332) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 714 653 690 630 Loss per share, basic and diluted $ (0.04) $ (0.20) $ (0.39) $ (0.53) We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive (in millions): Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Exchangeable bonds 109.0 108.1 108.4 103.1 Share-based awards 15.8 13.0 14.7 12.3 Warrants 0.2 — 0.1 — |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Contingencies | |
Contingencies | Note 9—Contingencies Legal proceedings 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 September 30, 2022, the subsidiary was a defendant in approximately 231 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 | 9 Months Ended |
Sep. 30, 2022 | |
Equity | |
Equity | Note 10—Equity Share issuance Warrants |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments | |
Financial Instruments | Note 11—Financial Instruments Overview September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 954 $ 954 $ 976 $ 976 Restricted cash and cash equivalents 387 387 436 436 Long-term loans receivable from unconsolidated affiliates 38 37 36 33 Total debt 7,201 5,515 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) | 9 Months Ended |
Sep. 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) | 9 Months Ended |
Sep. 30, 2022 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended September 30, Nine months ended September 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. $ 288 $ — $ 288 $ 280 $ — $ 280 $ 809 $ — $ 809 $ 819 $ 4 $ 823 Norway — 244 244 — 185 185 — 678 678 — 609 609 Other countries (a) 145 14 159 148 13 161 465 17 482 469 34 503 Total contract drilling revenues $ 433 $ 258 $ 691 $ 428 $ 198 $ 626 $ 1,274 $ 695 $ 1,969 $ 1,288 $ 647 $ 1,935 (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 September 30, December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 84 $ 83 Deferred contract revenues, recorded in other long-term liabilities 215 265 Total contract liabilities $ 299 $ 348 Significant changes in contract liabilities were as follows (in millions): Nine months ended September 30, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (90) (117) Increase due to goods and services transferred over time 41 30 Total contract liabilities, end of period $ 299 $ 369 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Long-Lived Assets | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Nine months ended September 30, 2022 2021 Construction work in progress, beginning of period $ 1,017 $ 828 Capital expenditures Newbuild construction program 269 106 Other equipment and construction projects 39 31 Total capital expenditures 308 137 Non-cash capital additions financed under Shipyard Loan 300 — Changes in accrued capital additions (4) 19 Property and equipment placed into service (35) (28) Construction work in progress, end of period $ 1,586 $ 956 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of 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 of debt | 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 |
Schedule of debt retirements | 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 $ — $ — $ — |
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 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 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 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 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 Nine months ended September 30, September 30, 2022 2021 2022 2021 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (28) $ (130) $ (271) $ (332) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 714 653 690 630 Loss per share, basic and diluted $ (0.04) $ (0.20) $ (0.39) $ (0.53) |
Schedule of antidilutive securities | Three months ended Nine months ended September 30, September 30, 2022 2021 2022 2021 Exchangeable bonds 109.0 108.1 108.4 103.1 Share-based awards 15.8 13.0 14.7 12.3 Warrants 0.2 — 0.1 — |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | September 30, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 954 $ 954 $ 976 $ 976 Restricted cash and cash equivalents 387 387 436 436 Long-term loans receivable from unconsolidated affiliates 38 37 36 33 Total debt 7,201 5,515 7,170 5,661 |
Business (Details)
Business (Details) | Sep. 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Investments | |||
Aggregate carrying amount of equity investment | $ 103 | $ 91 | |
Investments in loans to unconsolidated affiliates | 2 | $ 33 | |
Affiliate loan receivable | $ 38 | 36 | |
Orion/Transocean Norge | |||
Investments | |||
Ownership percentage | 33% | ||
Equity method investment payment | $ 27 | ||
Aggregate carrying amount of equity investment | 59 | $ 57 | |
Related party transaction | $ 29 | $ 6 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Contract drilling revenues | $ 691 | $ 626 | $ 1,969 | $ 1,935 |
U.S. | ||||
Revenue | ||||
Contract drilling revenues | 288 | 280 | 809 | 823 |
Norway | ||||
Revenue | ||||
Contract drilling revenues | 244 | 185 | 678 | 609 |
Other Countries | ||||
Revenue | ||||
Contract drilling revenues | 159 | 161 | 482 | 503 |
Ultra-deepwater floaters | ||||
Revenue | ||||
Contract drilling revenues | 433 | 428 | 1,274 | 1,288 |
Ultra-deepwater floaters | U.S. | ||||
Revenue | ||||
Contract drilling revenues | 288 | 280 | 809 | 819 |
Ultra-deepwater floaters | Other Countries | ||||
Revenue | ||||
Contract drilling revenues | 145 | 148 | 465 | 469 |
Harsh environment floaters | ||||
Revenue | ||||
Contract drilling revenues | 258 | 198 | 695 | 647 |
Harsh environment floaters | U.S. | ||||
Revenue | ||||
Contract drilling revenues | 4 | |||
Harsh environment floaters | Norway | ||||
Revenue | ||||
Contract drilling revenues | 244 | 185 | 678 | 609 |
Harsh environment floaters | Other Countries | ||||
Revenue | ||||
Contract drilling revenues | $ 14 | $ 13 | $ 17 | $ 34 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Contract balances | ||||
Deferred contract revenues, recorded in other current liabilities | $ 84 | $ 83 | ||
Deferred contract revenues, recorded in other long-term liabilities | 215 | 265 | ||
Total contract liabilities | $ 299 | $ 348 | $ 369 | $ 456 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 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 | (90) | (117) |
Increase due to goods and services transferred over time | 41 | 30 |
Total contract liabilities, at end of period | $ 299 | $ 369 |
Revenues (Pre-operating) (Detai
Revenues (Pre-operating) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues | |||||
Recognized pre-operating costs | $ 10 | $ 13 | $ 46 | $ 43 | |
Unrecognized pre-operating costs | $ 3 | $ 3 | $ 21 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 308 | $ 137 |
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 | 308 | 137 |
Non-cash capital additions financed under Shipyard Loan | 300 | |
Changes in accrued capital additions | (4) | 19 |
Property and equipment placed into service | (35) | (28) |
Construction work in progress, at end of period | 1,586 | 956 |
New builds | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | 269 | 106 |
Other property and equipment | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 39 | $ 31 |
Long-Lived Assets (Disposal) (D
Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Dispositions | ||||
Net cash proceeds from sale of assets | $ 4 | $ 8 | ||
Gain (loss) on the sale of assets | $ (3) | $ (3) | $ (6) | (61) |
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 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Principal amount | |||
Debt due within one year | $ 682 | $ 448 | |
Long-term debt | 6,293 | 6,372 | |
Carrying amount | |||
Total debt | 7,201 | 7,170 | |
Debt due within one year | 750 | 513 | |
Long-term debt | $ 6,451 | 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 | ||
Debt due within one year | 27 | ||
Carrying amount | |||
Total debt | 27 | ||
Debt due within one year | 27 | ||
Debt instrument interest rate stated percentage | 3.80% | ||
0.50% Exchangeable Senior Bonds due January 2023 | |||
Principal amount | |||
Total installments of debt | $ 49 | 140 | |
Debt due within one year | 49 | ||
Carrying amount | |||
Total debt | 49 | 140 | |
Debt due within one year | $ 49 | ||
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 | 274 | 304 | |
Debt due within one year | $ 274 | 62 | |
Debt instrument interest rate stated percentage | 5.375% | ||
5.875% Senior Secured Notes due January 2024 | |||
Principal amount | |||
Total installments of debt | $ 352 | 435 | |
Debt due within one year | 83 | 83 | |
Carrying amount | |||
Total debt | 349 | 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 | $ 59 | 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 | $ 336 | 402 | |
Debt due within one year | 66 | 66 | |
Carrying amount | |||
Total debt | 332 | 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 | $ 364 | 411 | |
Debt due within one year | 9 | ||
Carrying amount | |||
Total debt | 360 | 406 | |
Debt due within one year | $ 9 | ||
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 | $ 269 | 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 | 265 | 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 | 1,009 | 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 | $ 482 | 550 | |
Debt due within one year | 69 | 69 | |
Carrying amount | |||
Total debt | 477 | 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 | ||
Debt due within one year | 10 | ||
Carrying amount | |||
Total debt | 303 | ||
Debt due within one year | $ 10 | ||
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% | ||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | |||
Principal amount | |||
Total installments of debt | $ 300 | ||
Carrying amount | |||
Total debt | $ 281 | ||
Debt instrument interest rate stated percentage | 4.625% | ||
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 | $ 6,975 | $ 6,820 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Total Installments | ||
Scheduled maturities of debt | ||
2023 | $ 758 | |
2024 | 672 | |
2025 | 770 | |
2026 | 1,486 | |
2027 | 1,893 | |
Thereafter | 1,744 | |
Total installments of debt | 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 | |
Principal installments | ||
Scheduled maturities of debt | ||
2023 | 682 | |
2024 | 595 | |
2025 | 693 | |
2026 | 1,408 | |
2027 | 1,853 | |
Thereafter | 1,744 | |
Total installments of debt | 6,975 | $ 6,820 |
Other installments | ||
Scheduled maturities of debt | ||
2023 | 76 | |
2024 | 77 | |
2025 | 77 | |
2026 | 78 | |
2027 | 40 | |
Total installments of debt | $ 348 |
Debt (Credit Agreements) (Detai
Debt (Credit Agreements) (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |||
Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 | |
Debt | |||||
Aggregate cash payment to acquire property | $ 308 | $ 137 | |||
Five-Year Revolving Credit Facility | |||||
Debt | |||||
Borrowing capacity, maximum | $ 1,330 | ||||
Early maturity trigger, principal due within 91 days | $ 200 | ||||
Early maturity trigger available cash | 250 | ||||
Permitted commitment increase | $ 250 | ||||
Minimum guarantee coverage ratio | 3 | ||||
Minimum collateral coverage ratio. | 2.1 | ||||
Debt to capitalization ratio | 0.60 | ||||
Minimum liquidity | $ 500 | ||||
Additional liquidity required | 200 | ||||
Cross default trigger under credit facility | 125 | ||||
Commitment fee percentage at period end | 0.875% | ||||
Credit facility amount outstanding | $ 0 | ||||
Letters of credit issued and outstanding | 7 | ||||
Credit facility available borrowing capacity | $ 767,000 | ||||
Five-Year Revolving Credit Facility | June 2022 | |||||
Debt | |||||
Borrowing capacity, maximum | 774 | ||||
Five-Year Revolving Credit Facility | June 2023 | |||||
Debt | |||||
Borrowing capacity, maximum | $ 600 | ||||
Five-Year Revolving Credit Facility | Term SOFR | |||||
Debt | |||||
Spread on variable rate basis (as a percent) | 0.10% | 3.375% | |||
4.50% Shipyard Loan due June 2027 | |||||
Debt | |||||
Aggregate principal amount outstanding | $ 349 | ||||
Credit facility amount outstanding | $ 0 | ||||
Debt instrument face value | 349 | ||||
Aggregate cash payment to acquire property | 46 | ||||
Non-cash capital addition | $ 300 | ||||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | |||
4.50% Shipyard Loan due June 2027 | Discount rate | |||||
Debt | |||||
Debt fair value measurement input | 9.4 |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) $ / shares shares | Feb. 26, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Debt | ||||||
Issuance of debt in exchange transactions | $ 112 | $ 294 | ||||
Number of warrants issued to subscribe | shares | 22.2 | 22.2 | 22.2 | |||
Aggregate cash payment | $ 67 | 62 | ||||
Gains (losses) on restructuring | $ 6 | $ 6 | ||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Proceeds from issuance of debt | $ 176 | |||||
Exchanged | ||||||
Debt | ||||||
Issuance of debt in exchange transactions | $ 112 | 294 | ||||
Number of warrants issued to subscribe | shares | 5 | 5 | 5 | |||
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 | $ 10.28 | $ 10.28 | |||
Shares issuable (in shares) | 4.7 | |||||
Effective interest rate (as a percent) | 0.50% | 0.50% | 0.50% | |||
Fair value of debt | $ 48 | $ 48 | $ 48 | |||
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 | |||||
0.50% Exchangeable Senior Bonds due January 2023 | 2022 Private Exchange | ||||||
Debt | ||||||
Issuance of debt in exchange transactions | $ 73 | |||||
0.50% Exchangeable Senior Bonds due January 2023 | Exchanged | ||||||
Debt | ||||||
Number of warrants issued to subscribe | shares | 6.7 | 6.7 | 6.7 | |||
Original debt in exchange | $ 73 | |||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||||
Debt | ||||||
Debt conversion ratio | 0.19047620 | |||||
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | $ 5.25 | $ 5.25 | |||
Shares issuable (in shares) | 56 | |||||
Effective interest rate (as a percent) | 6.90% | 6.90% | 6.90% | |||
Fair value of debt | $ 265 | $ 265 | $ 265 | |||
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 | $ 6.17 | $ 6.17 | |||
Shares issuable (in shares) | 38.6 | |||||
Effective interest rate (as a percent) | 0% | 0% | 0% | |||
Fair value of debt | $ 181 | $ 181 | $ 181 | |||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | ||||||
Debt | ||||||
Debt conversion ratio | 0.29066180 | |||||
Debt conversion (in dollars per share) | $ / shares | $ 3.44 | $ 3.44 | $ 3.44 | |||
Shares issuable (in shares) | 87.2 | |||||
Effective interest rate (as a percent) | 18.10% | 18.10% | 18.10% | |||
Fair value of debt | $ 281 | $ 281 | $ 281 | |||
Debt instrument face value | 300 | 300 | 300 | |||
Proceeds from issuance of debt | 188 | |||||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | 2022 Private Exchange | ||||||
Debt | ||||||
Debt instrument face value | $ 188 | $ 188 | $ 188 | |||
Number of warrants issued to subscribe | shares | 15.5 | 15.5 | 15.5 | |||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | Exchanged | ||||||
Debt | ||||||
Equity component of convertible debt instrument | $ 281 | |||||
7.25% Senior Notes due November 2025 | Exchanged | ||||||
Debt | ||||||
Issuance of debt in exchange transactions | 39 | |||||
Original debt in exchange | $ 43 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Feb. 26, 2021 | Jan. 31, 2023 | Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt | |||||||
Aggregate principal amount of debt retired | $ 184 | $ 374 | |||||
Aggregate cash payment | 67 | 62 | |||||
Aggregate principal amount of debt issued in exchanges | $ 112 | 294 | |||||
Aggregate fair value of warrants issued in exchanges | 22.2 | 22.2 | 22.2 | ||||
Aggregate net gain | $ 7 | $ 7 | 51 | ||||
Repayments of debt | 453 | 423 | |||||
5.52% Senior Secured Notes due May 2022 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 18 | ||||||
3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 27 | ||||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 91 | 323 | |||||
Aggregate cash payment | $ 11 | ||||||
5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 10 | ||||||
Redemption deadline | 90 days | ||||||
Redemption proportion of principal | 50% | ||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||
5.375% Senior Secured Notes due May 2023 | Forecast | |||||||
Debt | |||||||
Aggregate cash payment | $ 121 | ||||||
5.875% Senior Secured Notes due January 2024 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 41 | ||||||
7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 48 | ||||||
Repaid | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 18 | ||||||
Aggregate cash payment | 18 | ||||||
Repaid | 5.52% Senior Secured Notes due May 2022 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 18 | ||||||
Redeemed | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 50 | ||||||
Aggregate cash payment | 49 | ||||||
Aggregate net gain | $ 1 | 1 | |||||
Redeemed | 3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 27 | ||||||
Redeemed | 0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 18 | ||||||
Redeemed | 7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 5 | ||||||
Repurchased | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 51 | ||||||
Aggregate cash payment | 51 | ||||||
Repurchased | 5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 10 | ||||||
Repurchased | 5.875% Senior Secured Notes due January 2024 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 41 | ||||||
Exchanged | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | 116 | 323 | |||||
Aggregate cash payment | 11 | ||||||
Aggregate principal amount of debt issued in exchanges | $ 112 | 294 | |||||
Aggregate fair value of warrants issued in exchanges | 5 | 5 | 5 | ||||
Aggregate net gain | $ 6 | $ 6 | 51 | ||||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | $ 73 | $ 323 | |||||
Aggregate fair value of warrants issued in exchanges | 6.7 | 6.7 | 6.7 | ||||
Exchanged | 7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Aggregate principal amount of debt retired | $ 43 | ||||||
Aggregate principal amount of debt issued in exchanges | $ 39 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) R$ in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 BRL (R$) | Sep. 30, 2021 USD ($) | |
Effective tax rate | (9.60%) | (9.60%) | (3.20%) | ||
Income tax expense (benefit) | $ (5) | $ 27 | $ 24 | $ 10 | |
Various discrete tax items expense (benefit) | $ (14) | $ (25) | |||
Annual effective tax rate excluding discrete items (as a percent) | (14.90%) | (14.90%) | (11.20%) | ||
Brazil | Corporate income tax | |||||
Net adjustments of additional taxes, including interest and penalties | $ 122 | R$ 660 | |||
Brazil | Indirect tax | |||||
Net adjustments of additional taxes, including interest and penalties | $ 21 | R$ 115 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings per share | ||||
Net loss attributable to controlling interest | $ (28) | $ (130) | $ (271) | $ (332) |
Weighted-average shares for per share calculation, basic (in shares) | 714 | 653 | 690 | 630 |
Weighted-average shares for per share calculation, diluted (in shares) | 714 | 653 | 690 | 630 |
Loss per share, basic (in dollars per share) | $ (0.04) | $ (0.20) | $ (0.39) | $ (0.53) |
Loss per share, diluted (in dollars per share) | $ (0.04) | $ (0.20) | $ (0.39) | $ (0.53) |
Convertible debt | ||||
Earnings per share | ||||
Securities excluded from earnings per share calculation (in shares) | 109 | 108.1 | 108.4 | 103.1 |
Share-based awards | ||||
Earnings per share | ||||
Securities excluded from earnings per share calculation (in shares) | 15.8 | 13 | 14.7 | 12.3 |
Warrant | ||||
Earnings per share | ||||
Securities excluded from earnings per share calculation (in shares) | 0.2 | 0.1 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Aug. 05, 2022 | Jun. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity | ||||||
Proceeds from issuance of shares, net of issue costs | $ 264 | $ 141 | ||||
ATM Program | ||||||
Equity | ||||||
Maximum value shares to be issued | $ 435 | $ 400 | ||||
Proceeds from issuance of shares, net of issue costs | $ 58 | $ 75 | $ 264 | $ 141 | ||
Issuance of shares (in shares) | 16.2 | 16.5 | 61 | 31.7 |
Equity (Warrants) (Details)
Equity (Warrants) (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Warrants | |||
Number of warrants issued to subscribe | shares | 22.2 | 22.2 | 22.2 |
Exercise price | $ 3.71 | $ 3.71 | $ 3.71 |
Stock price trigger | $ 10 | ||
Estimated fair value | $ | $ 17 | $ 17 | $ 17 |
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | |||
Warrants | |||
Debt instrument interest rate stated percentage | 4.625% | 4.625% | 4.625% |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Financial instruments | ||
Long-term loans receivable from unconsolidated affiliates | $ 38 | $ 36 |
Long-term debt, including current maturities | 7,201 | 7,170 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 954 | 976 |
Restricted cash and cash equivalents | 387 | 436 |
Long-term loans receivable from unconsolidated affiliates | 38 | 36 |
Long-term debt, including current maturities | 7,201 | 7,170 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 954 | 976 |
Restricted cash and cash equivalents | 387 | 436 |
Long-term loans receivable from unconsolidated affiliates | 37 | 33 |
Long-term debt, including current maturities | $ 5,515 | $ 5,661 |