Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 14, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38373 | ||
Entity Registrant Name | TRANSOCEAN LTD | ||
Entity Incorporation, State or Country Code | V8 | ||
Entity Tax Identification Number | 98-0599916 | ||
Entity Address, Address Line One | Turmstrasse 30 | ||
Entity Address, City or Town | Steinhausen | ||
Entity Address, Country | CH | ||
Entity Address, Postal Zip Code | 6312 | ||
City Area Code | +41 (41) | ||
Local Phone Number | 749-0500 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 726,263,759 | ||
Entity Public Float | $ 2,350 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Houston, Texas | ||
Entity Central Index Key | 0001451505 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating revenues | |||
Contract drilling revenues | $ 2,575 | $ 2,556 | $ 3,152 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | |||
Operating and maintenance | $ 1,679 | $ 1,697 | $ 2,000 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 735 | $ 742 | $ 781 |
General and administrative | 182 | 167 | 183 |
Total costs and expenses | 2,596 | 2,606 | 2,964 |
Loss on impairment | (597) | ||
Loss on disposal of assets, net | (10) | (62) | (84) |
Operating loss | (31) | (112) | (493) |
Other income (expense), net | |||
Interest income | 27 | 15 | 21 |
Interest expense, net of amounts capitalized | (561) | (447) | (575) |
Gain on restructuring and retirement of debt | 8 | 51 | 533 |
Other, net | (5) | 23 | (27) |
Total other income (expense), net | (531) | (358) | (48) |
Loss before income tax expense | (562) | (470) | (541) |
Income tax expense | 59 | 121 | 27 |
Net loss | (621) | (591) | (568) |
Net income (loss) attributable to noncontrolling interest | 1 | (1) | |
Net loss attributable to controlling interest | $ (621) | $ (592) | $ (567) |
Loss per share, basic (in dollars per share) | $ (0.89) | $ (0.93) | $ (0.92) |
Loss per share, diluted (in dollars per share) | $ (0.89) | $ (0.93) | $ (0.92) |
Weighted-average shares, basic (in shares) | 699 | 637 | 615 |
Weighted-average shares, diluted (in shares) | 699 | 637 | 615 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (621) | $ (591) | $ (568) |
Net income (loss) attributable to noncontrolling interest | 1 | (1) | |
Net loss attributable to controlling interest | (621) | (592) | (567) |
Components of net periodic benefit (income) costs before reclassifications | (109) | 175 | 38 |
Components of net periodic benefit costs reclassified to net loss | 3 | 10 | 25 |
Other comprehensive income (loss) before income taxes | (106) | 185 | 63 |
Income taxes related to other comprehensive income (loss) | 5 | (6) | (2) |
Other comprehensive income (loss) | (101) | 179 | 61 |
Other comprehensive income (loss) attributable to controlling interest | (101) | 179 | 61 |
Total comprehensive loss | (722) | (412) | (507) |
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | (1) | |
Total comprehensive loss attributable to controlling interest | $ (722) | $ (413) | $ (506) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 683 | $ 976 |
Accounts receivable, net | 485 | 492 |
Materials and supplies, net | 388 | 392 |
Restricted cash and cash equivalents | 308 | 436 |
Other current assets | 144 | 148 |
Total current assets | 2,008 | 2,444 |
Property and equipment | 24,217 | 23,152 |
Less accumulated depreciation | (6,748) | (6,054) |
Property and equipment, net | 17,469 | 17,098 |
Contract intangible assets | 56 | 173 |
Deferred tax assets, net | 13 | 7 |
Other assets | 890 | 959 |
Total assets | 20,436 | 20,681 |
Liabilities and equity | ||
Accounts payable | 281 | 228 |
Accrued income taxes | 19 | 17 |
Debt due within one year | 719 | 513 |
Other current liabilities | 539 | 545 |
Total current liabilities | 1,558 | 1,303 |
Long-term debt | 6,628 | 6,657 |
Deferred tax liabilities, net | 493 | 447 |
Other long-term liabilities | 965 | 1,068 |
Total long-term liabilities | 8,086 | 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 December 31, 2022, and 891,379,306 authorized, 142,363,356 conditionally authorized, 728,176,456 issued and 655,505,335 outstanding at December 31, 2021 | 71 | 64 |
Additional paid-in capital | 13,984 | 13,683 |
Accumulated deficit | (3,079) | (2,458) |
Accumulated other comprehensive loss | (185) | (84) |
Total controlling interest shareholders' equity | 10,791 | 11,205 |
Noncontrolling interest | 1 | 1 |
Total equity | 10,792 | 11,206 |
Total liabilities and equity | $ 20,436 | $ 20,681 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - SFr / shares | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Shares, CHF par value (in Swiss francs per share) | 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 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Accumulated deficit Period of Adoption, Adjustment | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2019 | $ 11,862 | $ 59 | $ 13,424 | $ (1,297) | $ (324) | $ 5 | $ 11,867 | |
Balance (in shares) at Dec. 31, 2019 | 612 | |||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 31 | 31 | 31 | |||||
Issuance of shares | $ 1 | (1) | ||||||
Issuance of shares (in shares) | 3 | |||||||
Equity component of convertible debt instruments | 46 | 46 | 46 | |||||
Net loss attributable to controlling interest | (567) | (567) | ||||||
Other comprehensive income (loss) attributable to controlling interest | 61 | 61 | ||||||
Total comprehensive loss attributable to controlling interest | (506) | (506) | ||||||
Total comprehensive income (loss) attributable to noncontrolling interest | (1) | |||||||
Total comprehensive loss | (507) | |||||||
Other, net | (1) | 1 | (1) | (2) | ||||
Balance at Dec. 31, 2020 | 11,432 | $ 60 | 13,501 | $ (2) | (1,866) | (263) | 3 | 11,435 |
Balance (in shares) at Dec. 31, 2020 | 615 | |||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 28 | 28 | 28 | |||||
Issuance of shares | 158 | $ 4 | 154 | 158 | ||||
Issuance of shares (in shares) | 40 | |||||||
Net loss attributable to controlling interest | (592) | (592) | ||||||
Other comprehensive income (loss) attributable to controlling interest | 179 | 179 | ||||||
Total comprehensive loss attributable to controlling interest | (413) | (413) | ||||||
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | |||||||
Total comprehensive loss | (412) | |||||||
Acquisition of noncontrolling interest | (3) | (3) | ||||||
Balance at Dec. 31, 2021 | 11,205 | $ 64 | 13,683 | (2,458) | (84) | 1 | 11,206 | |
Balance (in shares) at Dec. 31, 2021 | 655 | |||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Share-based compensation | 29 | 29 | 29 | |||||
Issuance of shares | 263 | $ 7 | 256 | 263 | ||||
Issuance of shares (in shares) | 67 | |||||||
Issuance of warrants | 16 | 16 | 16 | |||||
Net loss attributable to controlling interest | (621) | (621) | ||||||
Other comprehensive income (loss) attributable to controlling interest | (101) | (101) | ||||||
Total comprehensive loss attributable to controlling interest | (722) | (722) | ||||||
Total comprehensive loss | (722) | |||||||
Balance at Dec. 31, 2022 | $ 10,791 | $ 71 | $ 13,984 | $ (3,079) | $ (185) | $ 1 | $ 10,792 | |
Balance (in shares) at Dec. 31, 2022 | 722 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net loss | $ (621) | $ (591) | $ (568) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Contract intangible asset amortization | 117 | 220 | 215 |
Depreciation and amortization | 735 | 742 | 781 |
Share-based compensation expense | 29 | 28 | 31 |
Loss on impairment | 597 | ||
Loss on impairment of investment in unconsolidated affiliates | 37 | 62 | |
Loss on disposal of assets, net | 10 | 62 | 84 |
Fair value adjustment to bifurcated compound exchange feature | 157 | ||
Gain on restructuring and retirement of debt | (8) | (51) | (533) |
Deferred income tax expense | 46 | 128 | 60 |
Other, net | 77 | 77 | 83 |
Changes in deferred revenues, net | (20) | (108) | (73) |
Changes in deferred costs, net | 1 | (6) | 12 |
Changes in other operating assets and liabilities, net | (75) | 37 | (353) |
Net cash provided by operating activities | 448 | 575 | 398 |
Cash flows from investing activities | |||
Capital expenditures | (717) | (208) | (265) |
Investments in equity of unconsolidated affiliates | (42) | (1) | (19) |
Investments in loans to unconsolidated affiliates | (5) | (33) | (2) |
Proceeds from disposal of assets, net | 7 | 9 | 24 |
Proceeds from maturities of unrestricted and restricted investments | 5 | ||
Net cash used in investing activities | (757) | (233) | (257) |
Cash flows from financing activities | |||
Repayments of debt | (554) | (606) | (1,637) |
Proceeds from issuance of shares, net of issue costs | 263 | 158 | |
Proceeds from issuance of debt, net of issue costs | 175 | 743 | |
Proceeds from issuance of warrants, net of issue costs | 12 | ||
Other, net | (8) | (42) | (36) |
Net cash used in financing activities | (112) | (490) | (930) |
Net decrease in unrestricted and restricted cash and cash equivalents | (421) | (148) | (789) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,412 | 1,560 | 2,349 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 991 | $ 1,412 | $ 1,560 |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Business | |
Business | Note 1—Business Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of December 31, 2022, we owned or had partial ownership interests in and operated a fleet of 38 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and 10 harsh environment floaters. As of December 31, 2022, we were constructing one ultra-deepwater drillship and held a noncontrolling ownership interest in a company that is constructing one ultra-deepwater drillship. We provide, as our primary business, contract drilling services in a single operating segment, which involves contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells. We specialize in technically demanding regions of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters used in support of offshore drilling activities and offshore support services on a worldwide basis. We perform contract drilling services by deploying our high-specification fleet in a single |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Accounting estimates Fair value measurements Consolidation Note 3—Unconsolidated Affiliates Note 13—Equity Revenues and related pre-operating costs typically based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 4—Revenues Contract intangible assets Note 5—Contract Intangible Assets Share based compensation Note 14—Share-Based Compensation Capitalized interest Functional currency Income taxes We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 10—Income Taxes Cash and cash equivalents Restricted cash and cash equivalents Note 8—Debt Note 12—Commitments and Contingencies Materials and supplies Assets held for sale Property and equipment We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values. The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from three four Long lived asset impairment Note 6—Long-Lived Assets Equity investments and impairment Note 3—Unconsolidated Affiliates Pension and other postemployment benefit plans We measure the actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2022 and 2021, the funded status of our pension and other postemployment benefit plans represented an aggregate liability of $174 million and $132 million, respectively, and an aggregate asset of $44 million and $102 million, respectively. See Note 9—Postemployment Benefit Plans Contingencies |
Unconsolidated Affiliates
Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2022 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 3—Unconsolidated Affiliates Equity investments Overview Transocean Norge Deepwater Aquila In November 2022, we and Perestroika AS (“Perestroika”), an entity affiliated with one of our directors that beneficially owns approximately 11 percent of our shares, each made a cash contribution of $15 million and $10 million, respectively, to Liquila. The investments represented proportionate contributions, together with a contribution from the holder of the remaining 67 percent ownership interest, that were used to make the initial payment to the shipyard to acquire a newbuild drillship for a purchase price of approximately $200 million. We concluded that Liquila is a variable interest entity because its equity at risk was insufficient to permit it to carry on its activities without additional subordinated financial support, and we further concluded that we are not the primary beneficiary since the power to direct the activities that most significantly impact its economic performance are jointly controlled. The holder of the remaining 67 percent ownership interest in Liquila may, at any time through November 10, 2023, elect to require us to repurchase up to 80 percent of such holder’s initial investment at the value that the holder initially paid therefor. We may, at our election, settle any such repurchase by delivering cash, Transocean Ltd. shares or a combination of cash and shares, where any shares delivered would be valued using the then-current market price of shares. At December 31, 2022, the carrying amount of our investment in Liquila was $15 million, recorded in other assets. Impairments Related party transactions Transocean Norge Transocean Norge Transocean Norge In the years ended December 31, 2022, 2021 and 2020, we received an aggregate cash payment of $40 million, $16 million and $46 million, respectively, primarily for services performed under the management services agreement with Orion. In the years ended December 31, 2022, 2021 and 2020, we recognized rent expense of $11 million, $12 million and $22 million, respectively, recorded in operating and maintenance costs, and made an aggregate cash payment of $10 million, $15 million and $22 million, respectively, to charter the rig and rent other equipment from Orion. In the years ended December 31, 2022, 2021 and 2020, we made an aggregate cash payment of $7 million, $6 million and $15 million, respectively, to other unconsolidated affiliates for research and development and for equipment to reduce emissions and improve reliability. In June 2021, Orion refinanced its shipyard loans under a financing arrangement for $100 million, , and we made a cash investment of $33 million in the loan facility. The financing arrangement, which expires in June 2024, requires interest to be paid on outstanding borrowings at the London Interbank Offered Rate plus a margin of 6.50 percent per annum. Borrowings under the financing arrangement are secured by Transocean Norge Subsequent event In February 2023, we agreed to make an investment for a noncontrolling ownership interest in Global Sea Mineral Resources, a Belgian company and leading developer of nodule collection technology, which is engaged in the development and exploration of deep-sea polymetallic nodules that contain metals critical to the growing renewable energy market. In addition to a cash investment of $10 million, we agreed to contribute the ultra-deepwater drillship Ocean Rig Olympia |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenues | |
Revenues | Note 4—Revenues Overview Disaggregation Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Ultra- Harsh Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment deepwater environment Midwater floaters floaters Total floaters floaters Total floaters floaters floaters Total U.S. $ 1,135 $ — $ 1,135 $ 1,096 $ 2 $ 1,098 $ 1,302 $ — $ — $ 1,302 Norway — 835 835 — 790 790 — 876 — 876 Other countries (a) 573 32 605 624 44 668 792 170 12 974 Total contract drilling revenues $ 1,708 $ 867 $ 2,575 $ 1,720 $ 836 $ 2,556 $ 2,094 $ 1,046 $ 12 $ 3,152 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. Major customers Contract liabilities December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 124 $ 83 Deferred contract revenues, recorded in other long-term liabilities 204 265 Total contract liabilities $ 328 $ 348 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (119) (149) Increase due to goods and services transferred over time 99 41 Total contract liabilities, end of period $ 328 $ 348 Performance obligations satisfied in prior periods Pre-operating costs |
Contract Intangible Assets
Contract Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Contract Intangible Assets | |
Contract Intangible Assets | Note 5—Contract Intangible Assets The gross carrying amount and accumulated amortization of our drilling contract intangible assets were as follows (in millions): Year ended December 31, 2022 Year ended December 31, 2021 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount Drilling contract intangible assets Balance, beginning of period $ 907 $ (734) $ 173 $ 907 $ (514) $ 393 Amortization — (117) (117) — (220) (220) Balance, end of period $ 907 $ (851) $ 56 $ 907 $ (734) $ 173 As of December 31, 2022, the estimated future amortization to be recognized over the expected remaining contract periods in the years ending December 31, 2023 and 2024 was $52 million and $4 million, respectively. |
Long- Lived Assets
Long- Lived Assets | 12 Months Ended |
Dec. 31, 2022 | |
Long-Lived Assets | |
Long -Lived Assets | Note 6—Long-Lived Assets Disaggregation December 31, 2022 2021 Long-lived assets U.S. $ 6,514 $ 5,779 Norway 3,255 3,379 Greece 3,022 3,162 Other countries (a) 5,171 5,293 Total long-lived assets $ 17,962 $ 17,613 (a) The aggregate carrying amount of long-lived assets located in other countries that individually represented less than 10 percent of total long-lived assets. Because the majority of our assets are mobile, the geographic locations of such assets at the end of the periods are not necessarily indicative of the geographic distribution of the operating revenues generated by such assets during the periods presented. Our international operations are subject to certain political and other uncertainties, including risks of war and civil disturbances or other market disrupting events, expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards associated with certain areas in which we operate. Although we are organized under the laws of Switzerland, we have minimal assets located in Switzerland, and we do not conduct any operations or earn operating revenues in Switzerland. Construction work in progress Years ended December 31, 2022 2021 2020 Construction work in progress, beginning of period $ 1,017 $ 828 $ 753 Capital expenditures Newbuild construction program 669 174 143 Other equipment and construction projects 48 34 122 Total capital expenditures 717 208 265 Non-cash capital additions financed under Shipyard Loans 382 — — Changes in accrued capital additions 3 13 (33) Property and equipment placed into service Newbuild construction program (882) — — Other equipment and construction projects (42) (32) (157) Construction work in progress, end of period $ 1,195 $ 1,017 $ 828 Impairments of assets held and used Impairments of assets held for sale GSF Development Driller II Polar Pioneer Songa Dee Sedco 711 Sedco 714 Transocean 712 Dispositions Leiv Eiriksson GSF Development Driller II Polar Pioneer, Songa Dee Transocean Arctic Sedco 711 Sedco 714 Transocean 712 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 7—Leases Overview Our finance lease for the ultra-deepwater drillship Petrobras 10000 Lease costs Years ended December 31, Lease costs 2022 2021 2020 Short-term lease costs $ 14 $ 17 $ 27 Operating lease costs 12 12 13 Finance lease costs, amortization of right-of-use asset 20 20 21 Finance lease costs, interest on lease liability 30 33 36 Total lease costs $ 76 $ 82 $ 97 Lease payments Years ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14 $ 13 $ 17 Operating cash flows from finance lease 8 37 36 Financing cash flows from finance lease 3 33 35 At December 31, 2022, the aggregate future minimum lease payments were as follows (in millions): Operating Finance leases lease Years ending December 31, 2023 $ 13 $ 65 2024 13 70 2025 12 71 2026 12 70 2027 12 71 Thereafter 98 118 Total future minimum rental payment 160 465 Less amount representing imputed interest (53) (102) Present value of future minimum rental payments 107 363 Current portion, recorded in other current liabilities 7 40 Long-term lease liabilities, recorded in other long-term liabilities $ 100 $ 323 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | Note 8—Debt Overview Outstanding debt Principal amount Carrying amount December 31, December 31, December 31, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 (a) $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 (b) — 27 — 27 0.50% Exchangeable Senior Bonds due January 2023 (b) 49 140 49 140 5.375% Senior Secured Notes due May 2023 (c) 243 306 242 304 5.875% Senior Secured Notes due January 2024 (c) 352 435 350 430 7.75% Senior Secured Notes due October 2024 (c) 240 300 238 296 6.25% Senior Secured Notes due December 2024 (c) 250 313 248 309 6.125% Senior Secured Notes due August 2025 (c) 336 402 332 397 7.25% Senior Notes due November 2025 (d) 354 411 351 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 (e) 294 294 271 264 7.50% Senior Notes due January 2026 (d) 569 569 566 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) 238 238 265 271 11.50% Senior Guaranteed Notes due January 2027 (e) 687 687 1,008 1,078 6.875% Senior Secured Notes due February 2027 (c) 482 550 477 544 8.00% Senior Notes due February 2027 (d) 612 612 608 607 7.45% Notes due April 2027 (b) 52 52 52 52 8.00% Debentures due April 2027 (b) 22 22 22 22 4.50% Shipyard Loans due September 2027 (f) 439 — 389 — 7.00% Notes due June 2028 (f) 261 261 264 265 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 (d) 300 — 440 — 7.50% Notes due April 2031 (b) 396 396 394 394 6.80% Senior Notes due March 2038 (b) 610 610 605 605 7.35% Senior Notes due December 2041 (b) 177 177 176 176 Total debt 6,963 6,820 7,347 7,170 Less debt due within one year 5.52% Senior Secured Notes due May 2022 (a) — 18 — 18 3.80% Senior Notes due October 2022 (b) — 27 — 27 0.50% Exchangeable Senior Bonds due January 2023 (b) 49 — 49 — 5.375% Senior Secured Notes due May 2023 (c) 243 63 242 62 5.875% Senior Secured Notes due January 2024 (c) 83 83 81 80 7.75% Senior Secured Notes due October 2024 (c) 60 60 59 58 6.25% Senior Secured Notes due December 2024 (c) 62 62 61 61 6.125% Senior Secured Notes due August 2025 (c) 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) — — 6 6 11.50% Senior Guaranteed Notes due January 2027 (e) — — 70 70 6.875% Senior Secured Notes due February 2027 (c) 69 69 67 67 4.50% Shipyard Loans due September 2027 (f) 20 — 20 — Total debt due within one year 652 448 719 513 Total long-term debt $ 6,311 $ 6,372 $ 6,628 $ 6,657 (a) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes were fully and unconditionally guaranteed by the owner of the collateral rig. (b) Transocean Inc., a wholly owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures (the “Legacy Guaranteed Notes”). The Legacy Guaranteed Notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. (c) Each subsidiary issuer of the respective unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd., Transocean Inc. and, in each case, the owner of the respective collateral rig or rigs. (d) Transocean Inc. is the issuer of the unregistered notes (collectively, the “Priority Guaranteed Notes”). The guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Legacy Guaranteed Notes, the 4.50% shipyard loans due September 2027 (each, a “Shipyard Loan”, and together, the “Shipyard Loans”) and the 7.00% notes due June 2028 and are structurally subordinate to the Senior Priority Guaranteed Notes, as defined below, to the extent of the value of the assets of the subsidiaries guaranteeing the notes. (e) Transocean Inc. is the issuer of the unregistered notes (together, the “Senior Priority Guaranteed Notes”). The priority guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Priority Guaranteed Notes to the extent of the value of the assets of the subsidiaries guaranteeing the notes. (f) The subsidiary borrowers under the Shipyard Loans and the subsidiary issuer of the registered notes are wholly owned indirect subsidiaries of Transocean Inc. The loans and notes are fully and unconditionally guaranteed by Transocean Inc. Transocean Ltd. has no independent assets or operations, and its other subsidiaries not owned indirectly through Transocean Inc. are minor. Transocean Inc. has no independent assets and operations, other than those related to its investments in non-guarantor operating companies and balances primarily pertaining to its cash and cash equivalents and debt. Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or capital distributions. Indentures The indentures that govern the 0.50% exchangeable senior bonds due January 2023 (the “0.50% Exchangeable Senior Bonds”), the 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Senior Guaranteed Exchangeable Bonds”), the 2.50% senior guaranteed exchangeable bonds due January 2027 (the “2.50% Senior Guaranteed Exchangeable Bonds”) and the 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) require such bonds to be repurchased upon the occurrence of certain fundamental changes and events, at specified prices depending on the particular fundamental change or event, which include changes and events related to certain (i) change of control events applicable to Transocean Ltd. or Transocean Inc., (ii) the failure of our shares to be listed or quoted on a national securities exchange and (iii) specified tax matters. The indentures that govern the 5.375% Senior Secured Notes due May 2023 (the “5.375% Senior Secured Notes”), the 5.875% senior secured notes due January 2024 (the “5.875% Senior Secured Notes”), the 7.75% senior secured notes due October 2024 (the “7.75% Senior Secured Notes”), the 6.25% senior secured notes due December 2024 (the “6.25% Senior Secured Notes”), the 6.125% senior secured notes due August 2025 (the “6.125% Senior Secured Notes”) and the 6.875% senior secured notes due February 2027 contain covenants that limit the ability of our subsidiaries that own or operate the collateral rigs to declare or pay dividends to their affiliates. The indentures that govern our senior secured notes contain certain lien requirements. At December 31, 2022, we had restricted cash and cash equivalents of $276 million deposited in restricted accounts to satisfy debt service and reserve requirements for the senior secured notes. At December 31, 2022, the rigs encumbered for the senior secured notes and our Shipyard Loans, including Deepwater Atlas Deepwater Pontus Deepwater Poseidon Deepwater Proteus Deepwater Thalassa Transocean Enabler Transocean Encourage Transocean Endurance Interest rate adjustments Scheduled maturities Principal Other installments installments Total Years ending December 31, 2023 $ 652 $ 76 $ 728 2024 875 77 952 2025 1,054 78 1,132 2026 788 78 866 2027 1,850 39 1,889 Thereafter 1,744 — 1,744 Total installments of debt $ 6,963 $ 348 7,311 Total unamortized debt-related balances, net (259) Bifurcated compound exchange feature, at estimated fair value 295 Total carrying amount of debt $ 7,347 Credit agreements Secured Credit Facility to June 22, 2025, (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 a margin (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 is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled principal repayments of indebtedness, with certain exceptions, due within 91 days thereof is equal to or in excess of $200 million and available cash is less than $250 million. The amended secured credit facility also permits us to increase the aggregate amount of commitments by up to $250 million. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. The Secured Credit Facility is secured by, among other things, a lien on the ultra-deepwater floaters Deepwater Asgard Deepwater Corcovado Deepwater Invictus Deepwater Mykonos Deepwater Orion Deepwater Skyros Development Driller III Dhirubhai Deepwater KG2 Discoverer Inspiration Transocean Barents Transocean Spitsbergen The Secured Credit Facility contains covenants that, among other things, include maintenance of a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral coverage ratio of 2.1 to 1.0, a maximum debt to capitalization ratio of 0.60 to 1.00 and minimum liquidity of $500 million. The Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and pay dividends and other distributions. 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. Under the agreements governing certain of our debt and finance lease, we are also subject to various covenants, including restrictions on creating liens, engaging in sale/leaseback transactions and engaging in certain merger, consolidation or reorganization transactions. A default under our public debt indentures, the agreements governing our senior secured notes, our finance lease contract or any other debt owed to unaffiliated entities that exceeds $125 million could trigger a default under the Secured Credit Facility and, if not waived by the lenders, could cause us to lose access to the Secured Credit Facility. At December 31, 2022, based on the credit rating of the Secured Credit Facility on that date, the Secured Credit Facility Margin was 3.25 percent and the facility fee was 0.75 percent. At December 31, 2022, we had no borrowings outstanding, $6 million of letters of credit issued, and we had $767 million of available borrowing capacity under the Secured Credit Facility. Shipyard financing arrangement Deepwater Atlas Deepwater Titan Deepwater Atlas Deepwater Titan Deepwater Atlas Deepwater Titan 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, identified above, are subject to adjustment upon the occurrence of certain events. The 0.50% Exchangeable Senior Bonds may be exchanged by holders into Transocean Ltd. shares at any time prior to the close of business on the business day immediately preceding the maturity date. The 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 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 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. 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% 355 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 244 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.1% 483 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 recognize changes to the estimated fair value of the bifurcated compound exchange feature, recorded as a component of the carrying amount of debt, with a corresponding adjustment to interest expense. In the year ended December 31, 2022, we recognized an unrealized loss of $157 million as an adjustment to the fair value of the bifurcated compound exchange feature. 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 Note 13—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 (the “2021 Private Exchange”) for $323 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds. In the year ended December 31, 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. 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 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. On August 14, 2020, we issued $238 million aggregate principal amount of 2.50% Senior Guaranteed Exchangeable Bonds in non-cash private exchanges (the “2020 Private Exchange”) for $397 million aggregate principal amount of the 0.50% Exchangeable Senior Bonds. In the year ended December 31, 2020, as a result of the 2020 Private Exchange, we recognized a gain of $72 million ($0.12 per diluted share), with no tax effect, associated with the restructuring of debt. We may redeem all or a portion of the 2.50% Senior Guaranteed Exchangeable Bonds (i) before August 14, 2023, if certain conditions related to the price of our shares have been satisfied, at a price equal to 100 percent of the aggregate principal amount and (ii) on or after August 14, 2023, at specified redemption prices. We recorded the conversion feature of the 2.50% Senior Guaranteed Exchangeable Bonds, measured at its estimated fair value of $46 million, to additional paid-in capital. We estimated the fair value by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the expected volatility of the market price for our shares. Related party transactions Priority guaranteed senior unsecured notes Debt repayment, redemption, restructuring, and retirement Guaranteed senior unsecured notes— Debt repayment, redemption, restructuring, and retirement Restructuring and early retirement Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Exchange Redeem Total Exchange Repurchase Total Exchange Redeem Tender Repurchase Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ — $ — $ — $ — $ 38 $ 15 $ 53 6.375% Senior Notes due December 2021 — — — — — — 37 — 77 69 183 5.52% Senior Secured Notes due May 2022 — 18 18 — — — — — — — — 3.80% Senior Notes due October 2022 — 27 27 — — — 136 — 10 16 162 0.50% Exchangeable Senior Bonds due January 2023 73 18 91 323 — 323 397 — — 4 401 5.375% Senior Secured Notes due May 2023 — — — — 11 11 — — 103 43 146 9.00% Senior Notes due July 2023 — — — — — — — 714 — — 714 5.875% Senior Secured Notes due January 2024 — — — — 68 68 — — — — — 7.25% Senior Notes due November 2025 43 14 57 — — — 207 — 132 — 339 7.50% Senior Notes due January 2026 — — — — — — 181 — — — 181 8.00% Senior Notes due February 2027 — — — — — — 138 — — — 138 7.45% Notes due April 2027 — — — — — — 35 — — — 35 8.00% Debentures due April 2027 — — — — — — 35 — — — 35 7.00% Notes due June 2028 — — — — — — 39 — — — 39 7.50% Notes due April 2031 — — — — — — 192 — — — 192 6.80% Senior Notes due March 2038 — — — — — — 390 — — — 390 7.35% Senior Notes due December 2041 — — — — — — 123 — — — 123 Aggregate principal amount of debt retired $ 116 $ 77 $ 193 $ 323 $ 79 $ 402 $ 1,910 $ 714 $ 360 $ 147 $ 3,131 Aggregate cash payment $ — $ 75 $ 75 $ 11 $ 79 $ 90 $ 10 $ 767 $ 222 $ 110 $ 1,109 Aggregate principal amount of debt issued in exchanges $ 112 $ — $ 112 $ 294 $ — $ 294 $ 925 $ — $ — $ — $ 925 Aggregate fair value of warrants issued in exchanges $ 5 $ — $ 5 $ — $ — $ — $ — $ — $ — $ — $ — Aggregate net gain (loss) $ 6 $ 2 $ 8 $ 51 $ — $ 51 $ 427 $ (65) $ 135 $ 36 $ 533 Scheduled maturities and installments of the outstanding 6.50% senior notes due November 2020. In the years ended December 31, 2022, 2021 and 2020, we made an aggregate cash payment of $479 million, $478 million and $375 million, respectively, to repay other indebtedness in scheduled installments. Subsequent events Debt issuance Deepwater Titan In January 2023, we issued $1.175 billion aggregate principal amount of 8.75% senior secured notes due February 2030 (the “8.75% Senior Secured Notes”), and we received $1.157 billion aggregate cash proceeds, net of issue costs. The 8.75% Senior Secured Notes are fully and unconditionally guaranteed on an unsecured basis by Transocean Ltd. and on a limited senior secured basis by certain of our wholly owned subsidiaries. The 8.75% Senior Secured Notes are secured by a lien on the ultra-deepwater floaters Deepwater Pontus Deepwater Proteus Deepwater Thalassa Transocean Enabler Transocean Encourage Debt retirement In January 2023, we made a cash payment of $121 million to redeem an equivalent aggregate principal amount of the outstanding 5.375% Senior Secured Notes, and the trustee notified holders of our intent to redeem the remaining outstanding $122 million aggregate principal amount of notes for an equivalent aggregate cash payment, expected to be made on February 24, 2023. In January 2023, in connection with the issuance of the 8.75% Senior Secured Notes, we made an aggregate payment of $1.156 billion, including a make-whole premium, to redeem the remaining outstanding $311 million, $240 million, $250 million, and $336 million aggregate principal amount of the 5.875% Senior Secured Notes, the 7.75% Senior Secured Notes, the 6.25% Senior Secured Notes and the 6.125% Senior Secured Notes, respectively. |
Postemployment Benefit Plans
Postemployment Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefit Plans | |
Postemployment Benefit Plans | Note 9—Postemployment Benefit Plans Defined contribution plans We sponsor defined contribution plans for our employees in most markets in which we operate worldwide, the most significant of which were as follows: (1) a qualified savings plan covering certain eligible employees working in the U.S., (2) various savings plans covering eligible employees working in Norway, (3) a non-qualified savings plan covering certain eligible employees working outside the U.S., the United Kingdom (“U.K.”) and Norway and (4) a qualified savings plan covering certain eligible employees working in the U.K. In the years ended December 31, 2022, 2021 and 2020, we recognized expense of $61 million, $52 million and $56 million, respectively, related to our defined contribution plans, recorded in the same financial statement line item as cash compensation paid to the respective employees. Defined benefit pension and other postemployment benefit plans Overview Net periodic benefit costs Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Plans Plans Plans Plans Plans Plans Discount rate 2.92 % 1.90 % 1.83 % 2.60 % 1.50 % 1.21 % 3.27 % 2.10 % 2.39 % Expected rate of return 4.81 % 2.00 % na 5.51 % 3.20 % na 5.90 % 3.10 % na “na” means not applicable. The components of net periodic benefit costs, recognized in other income and expense, were as follows (in millions): Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 1 $ — $ 1 Interest cost 50 6 — 56 47 6 — 53 55 8 — 63 Expected return on plan assets (65) (7) — (72) (66) (13) — (79) (67) (14) — (81) Settlements and curtailments — — — — — (2) — (2) 1 12 — 13 Actuarial loss, net 5 — — 5 11 1 — 12 9 1 1 11 Prior service gain, net — — (2) (2) — — (2) (2) — — (2) (2) Net periodic benefit costs (income) $ (10) $ (1) $ (2) $ (13) $ (8) $ (8) $ (2) $ (18) $ (2) $ 8 $ (1) $ 5 Funded status December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Plans Plan Plans Discount rate 5.06 % 4.80 % 4.92 % 2.91 % 1.90 % 1.83 % Expected long-term rate of return 6.41 % 5.00 % na 4.82 % 2.00 % na “na” means not applicable. The changes in funded status, balance sheet classifications and accumulated benefit obligations were as follows (in millions): Year ended December 31, 2022 Year ended December 31, 2021 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,724 $ 348 $ 13 $ 2,085 $ 1,825 $ 384 $ 16 $ 2,225 Actuarial gains, net (391) (119) (1) (511) (72) (21) (1) (94) Interest cost 50 6 — 56 47 6 — 53 Currency exchange rate changes — (37) — (37) — (2) — (2) Benefits paid (76) (10) (2) (88) (76) (17) (2) (95) Settlements — — — — — (2) — (2) Projected benefit obligation, end of period 1,307 188 10 1,505 1,724 348 13 2,085 Change in plan assets Fair value of plan assets, beginning of period 1,621 434 — 2,055 1,565 420 — 1,985 Actual return on plan assets (403) (147) — (550) 131 29 — 160 Currency exchange rate changes — (45) — (45) — (3) — (3) Employer contributions 1 — 2 3 1 7 2 10 Benefits paid (76) (10) (2) (88) (76) (17) (2) (95) Settlements — — — — — (2) — (2) Fair value of plan assets, end of period 1,143 232 — 1,375 1,621 434 — 2,055 Funded status, end of period $ (164) $ 44 $ (10) $ (130) $ (103) $ 86 $ (13) $ (30) Balance sheet classification, end of period: Pension asset, non-current $ — $ 44 $ — $ 44 $ 16 $ 86 $ — $ 102 Pension liability, current (1) — (3) (4) (1) — (3) (4) Pension liability, non-current (163) — (7) (170) (118) — (10) (128) Accumulated other comprehensive loss (income), before taxes 166 76 (8) 234 95 42 (10) 127 Accumulated benefit obligation, end of period $ 1,307 $ 188 $ 10 $ 1,505 $ 1,724 $ 348 $ 13 $ 2,085 Certain amounts related to plans with a projected benefit obligation in excess of plan assets were as follows (in millions): December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Projected benefit obligation $ 1,307 $ — $ 10 $ 1,317 $ 140 $ — $ 13 $ 153 Fair value of plan assets 1,143 — — 1,143 20 — — 20 Certain amounts related to plans with an accumulated benefit obligation in excess of plan assets were as follows (in millions): December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Accumulated benefit obligation $ 1,307 $ — $ 10 $ 1,317 $ 140 $ — $ 13 $ 153 Fair value of plan assets 1,143 — — 1,143 20 — — 20 The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows (in millions): December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Actuarial loss, net $ 166 $ 74 $ (1) $ 239 $ 95 $ 40 $ — $ 135 Prior service cost, net — 2 (7) (5) — 2 (10) (8) Accumulated other comprehensive loss (income), before taxes $ 166 $ 76 $ (8) $ 234 $ 95 $ 42 $ (10) $ 127 Plan assets December 31, 2022 December 31, 2021 Target allocation Actual allocation Target allocation Actual allocation U.S. U.K. U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Plans Plan Plans Plan Plans Plan Equity securities 38 % 20 % 38 % 24 % 38 % 19 % 38 % 19 % Fixed income securities 62 % 80 % 61 % 74 % 62 % 81 % 62 % 80 % Other investments — % — % 1 % 2 % — — % — 1 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % We periodically review our investment policies, plan assets and asset allocation strategies to evaluate performance relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review the results of regression models to assess the most appropriate target allocation for each plan, given the plan’s status, demographics and duration. For the U.K. Plan, the plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and in consultation with financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given established ranges within which the investments may deviate from the target allocations. The investments for the funded defined benefit plans were categorized as follows (in millions): December 31, 2022 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 301 $ — $ 301 $ — $ — $ — $ 301 $ — $ 301 Non-U.S. equity funds 132 — 132 4 57 61 136 57 193 Bond funds 698 — 698 2 171 173 700 171 871 Total mutual funds 1,131 — 1,131 6 228 234 1,137 228 1,365 Other investments Cash and money market funds 6 4 10 — — — 6 4 10 Total investments $ 1,137 $ 4 $ 1,141 $ 6 $ 228 $ 234 $ 1,143 $ 232 $ 1,375 December 31, 2021 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 421 $ — $ 421 $ — $ — $ — $ 421 $ — $ 421 Non-U.S. equity funds 184 — 184 7 85 92 191 85 276 Bond funds 999 — 999 4 346 350 1,003 346 1,349 Total mutual funds 1,604 — 1,604 11 431 442 1,615 431 2,046 Other investments Cash and money market funds 6 3 9 — — — 6 3 9 Total investments $ 1,610 $ 3 $ 1,613 $ 11 $ 431 $ 442 $ 1,621 $ 434 $ 2,055 We estimated the fair values of the plan assets by applying the market approach, as categorized above, using either (i) significant observable inputs, representative of Level 1 fair value measurements, including market prices of actively traded funds, or (ii) significant other observable inputs, representative of Level 2 fair value measurements, including market prices of the underlying securities in the collective trust funds. The U.S. Plans and the U.K. Plan invest in passively and actively managed funds that are referenced to or benchmarked against market indices. The plan investment managers have discretion to select the securities held within each asset category. Given this discretion, the managers may occasionally invest in our debt or equity securities and may hold either long or short positions in such securities. Since plan investment managers are required to maintain well diversified portfolios, the actual investment in our securities would be immaterial relative to asset categories and the overall plan assets. Funding contributions and benefit payments flows from operations. In the year ending December 31, 2023, we expect to make an aggregate contribution of $4 million, including $1 million and $3 million to the defined benefit pension plans and the OPEB Plans, respectively. The projected benefits payments were as follows (in millions): U.S. U.K. OPEB Plans Plan Plans Total Years ending December 31, 2023 $ 83 $ 6 $ 3 $ 92 2024 84 6 3 93 2025 84 6 3 93 2026 85 7 — 92 2027 85 8 — 93 2028 - 2032 428 50 1 479 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 10—Income Taxes Overview Tax provision and rate The components of our income tax provision (benefit) were as follows (in millions): Years ended December 31, 2022 2021 2020 Current tax expense (benefit) $ 13 $ (7) $ (33) Deferred tax expense 46 128 60 Income tax expense $ 59 $ 121 $ 27 A reconciliation of the income tax benefit computed at the Swiss holding company federal statutory rate of 7.83% and our reported consolidated income tax expense was as follows (in millions): Years ended December 31, 2022 2021 2020 Income tax benefit at Swiss federal statutory rate $ (44) $ (36) $ (42) Earnings subject to rates different than the Swiss federal statutory rate 52 78 82 Swiss Federal Act on Tax Reform and AHV Financing 96 (1,095) — Changes in valuation allowance 79 1,167 (31) Audit settlement 12 — — Withholding taxes 12 10 6 Deemed profits taxes 10 17 19 Changes in unrecognized tax benefits, net 2 (43) (15) Changes due to organizational restructuring (162) 16 — Losses on impairment — 5 52 Base erosion and anti-abuse tax — — 5 U.S. Coronavirus Aid, Relief, and Economic Security Act — — (28) Other, net 2 2 (21) Income tax expense $ 59 $ 121 $ 27 In January 2020, Switzerland made effective the Federal Act on Tax Reform and AHV Financing (“TRAF”). In March 2020, we entered into discussions with the Swiss tax authorities regarding the manner by which the TRAF applies to certain Swiss subsidiaries, which allows us to access historic depreciation and costs related to financing assets not previously deducted on Swiss tax returns, which can be apportioned to offset taxable income based on the remaining useful lives of the rigs and financing assets. In the three months ended December 31, 2021, we reached an agreement with the Swiss Tax authorities regarding the TRAF treatment. At December 31, 2022 and 2021, we had a deferred tax liability of $226 million and $238 million, respectively, and a deferred tax asset of $1.23 billion and $1.33 billion, respectively, offset with a valuation allowance of $1.10 billion and $1.17 billion, respectively. The Coronavirus Aid, Relief, and Economic Security Act, enacted in March 2020, made certain changes to U.S. tax law, including, among others, extending up to five years the carryback period for net operating losses generated between December 31, 2017 and January 1, 2021. In the year ended December 31, 2020, we recognized an income tax benefit of $28 million related to the carryback of our net operating losses under this provision. Deferred taxes December 31, 2022 2021 Deferred tax assets Swiss historic depreciation and financing asset costs $ 1,226 $ 1,333 Net operating loss carryforwards 1,115 915 Interest expense limitation 77 67 United Kingdom charter limitation 53 53 Accrued expenses 36 23 Tax credits 11 19 Deferred income 7 7 Accrued payroll costs not currently deductible 18 2 Loss contingencies 4 2 Other 43 31 Valuation allowance (1,910) (1,820) Total deferred tax assets 680 632 Deferred tax liabilities Depreciation (1,150) (1,052) Contract intangible amortization — (11) Other (10) (9) Total deferred tax liabilities (1,160) (1,072) Deferred tax assets (liabilities), net $ (480) $ (440) As of December 31, 2022, we include taxes related to the earnings of all of our subsidiaries since we no longer consider the earnings of any of our subsidiaries to be indefinitely reinvested. At December 31, 2022 and 2021, our deferred tax assets included U.S. foreign tax credits of $11 million and $19 million, respectively, which will expire between 2024 and 2026. Deferred tax assets related to our net operating losses were generated in various worldwide tax jurisdictions. At December 31, 2022, our net deferred tax assets related to our net operating loss carryforwards included $682 million, which do not expire, and $433 million, which will expire between 2023 and 2038. As of December 31, 2022, our consolidated cumulative loss incurred over the recent three-year period represented significant objective negative evidence for the evaluation of the realizability of our deferred tax assets. Because such evidence has limited our ability to consider other subjective evidence, we evaluate each jurisdiction separately. We consider objective evidence, such as contract backlog activity, in jurisdictions in which we have profitable contracts, and the ability to carryback losses or utilize losses against potential exposures. If estimated future taxable income changes during the carryforward periods or if the cumulative loss is no longer present, we may adjust the amount of deferred tax assets that we expect to realize. At December 31, 2022 and 2021, due to uncertainty of realization, we had a valuation allowance of $1.91 billion and $1.82 billion, respectively, on net operating losses and other deferred tax assets due to the uncertainty of realization. Unrecognized tax benefits Years ended December 31, 2022 2021 2020 Balance, beginning of period $ 402 $ 378 $ 335 Additions for current year tax positions 28 28 90 Additions for prior year tax positions 62 46 11 Reductions related to statute of limitation expirations and changes in law (13) (19) (7) Reductions due to settlements (5) (31) — Reductions for prior year tax positions (30) — (51) Balance, end of period $ 444 $ 402 $ 378 Our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense, were as follows (in millions): December 31, 2022 2021 Unrecognized tax benefits, excluding interest and penalties $ 444 $ 402 Interest and penalties 27 33 Unrecognized tax benefits, including interest and penalties $ 471 $ 435 In the years ended December 31, 2022, 2021 and 2020, we recognized, as a component of our income tax provision, expense of $6 million, expense of $8 million and benefit of $7 million, respectively, related to interest and penalties associated with our unrecognized tax benefits. As of December 31, 2022, we have unrecognized benefits of $471 million, including interest and penalties, against which we have recorded net operating loss deferred tax assets of $383 million, resulting in net unrecognized tax benefits of $88 million, including interest and penalties, that upon reversal would favorably impact our effective tax rate. During the year ending December 31, 2023, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease, primarily due to the progression of open audits and the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits. Tax positions and returns Brazil tax investigations |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Loss per share | Note 11—Loss Per Share The computation of basic and diluted loss per share was as follows (in millions, except per share data): Years ended December 31, 2022 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (621) $ (592) $ (567) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 699 637 615 Loss per share, basic and diluted $ (0.89) $ (0.93) $ (0.92) We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive (in millions): Years ended December 31, 2022 2021 2020 Exchangeable bonds 128.1 104.4 84.0 Share-based awards 15.5 12.6 10.8 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies | |
Contingencies | Note 12—Commitments and Contingencies Purchase and service agreement obligations We have purchase obligations with shipyards and other contractors primarily related to our newbuild construction programs. We also have long-term service agreements with original equipment manufacturers to provide services and parts, primarily related to our pressure control systems and drilling systems. The future payments required under our service agreements were estimated based on our projected operating activity and may vary subject to actual operating activity. At December 31, 2022, the aggregate future payments required under our purchase obligations and our service agreement obligations were as follows (in millions): Service Purchase agreement obligations obligations Years ending December 31, 2023 $ 36 $ 124 2024 2 138 2025 — 143 2026 — 147 2027 — 119 Thereafter — 165 Total $ 38 $ 836 Letters of credit and surety bonds At December 31, 2022 and 2021, we had outstanding letters of credit totaling $8 million and $18 million, respectively, issued under various committed and uncommitted credit lines provided by banks to guarantee various contract bidding, performance activities and customs obligations. At December 31, 2022 and 2021, we also had outstanding surety bonds totaling $161 million and $146 million, respectively, to secure customs obligations related to the importation of our rigs and certain performance and other obligations. At December 31, 2022 and 2021, the aggregate cash collateral held by institutions to secure our letters of credit and surety bonds was $7 million and $8 million, respectively. 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 December 31, 2022, the subsidiary was a defendant in approximately 238 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, achieved 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 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 consolidated statement of financial position, results of operations or cash flows. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Equity | Note 13—Equity Share issuance Warrants Shares held by subsidiaries |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | Note 14—Share-Based Compensation Overview We have a long-term incentive plan (the “Long-Term Incentive Plan”) for executives, key employees and non-employee directors under which awards can be granted in the form of restricted share units, restricted shares, stock options, stock appreciation rights and cash performance awards. Awards may be granted as service awards that are earned over a defined service period or as performance awards that are earned based on the achievement of certain market factors or performance targets or a combination of market factors and performance targets. The compensation committee of our board of directors determines the terms and conditions of the awards granted under the Long-Term Incentive Plan. At December 31, 2022, we had 85.7 million shares authorized and 13.6 million shares available to be granted under the Long-Term Incentive Plan. At December 31, 2022, the total unrecognized compensation cost related to our unvested share-based awards was $38 million, which we expect to recognize over a weighted-average period of 1.7 years. Service awards typically vest either in three one Service awards Restricted share units Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2022 10,662,865 $ 3.13 Granted 6,768,943 3.60 Vested (5,075,374) 3.47 Forfeited (308,934) 3.29 Unvested at December 31, 2022 12,047,500 $ 3.25 In the year ended December 31, 2022, the service-based units that vested had an aggregate grant-date fair value of $18 million. During the years ended December 31, 2021 and 2020, we granted 6,148,361 and 7,093,421 service-based units, respectively, with a per unit weighted-average grant-date fair value of $3.56 and $1.41, respectively. During the years ended December 31, 2021 and 2020, we had 4,368,749 and 2,817,155 service-based units, respectively, that vested with an aggregate grant-date fair value of $16 million and $24 million, respectively. Stock options Weighted-average Number Weighted-average remaining Aggregate of shares exercise price contractual term intrinsic value under option per share (years) (in millions) Outstanding at January 1, 2022 4,263,274 $ 11.45 5.70 $ — Forfeited (25,155) 50.79 Expired (62,599) 50.79 Outstanding at December 31, 2022 4,175,520 $ 10.63 4.82 $ — Vested and exercisable at December 31, 2022 4,175,520 $ 10.63 4.82 $ — In the years ended December 31, 2022, 2021 and 2020, the stock options that vested had an aggregate grant-date fair value of $4 million, $9 million and $12 million, respectively. At December 31, 2021, there were outstanding unvested stock options to purchase 482,688 shares. Performance awards Restricted share units Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2022 5,389,390 $ 2.59 Granted 3,519,857 3.91 Vested (2,363,878) 1.80 Unvested at December 31, 2022 6,545,369 $ 3.81 In the years ended December 31, 2022, the performance-based units that vested had an aggregate grant-date fair value of $5 million, $11 million and $11 million, respectively. During the years ended December 31, 2021 and 2020, we granted 3,025,512 and 2,530,460 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $3.70 and $1.80, respectively. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Balance Sheet Information | |
Supplemental Balance Sheet Information | Note 15—Supplemental Balance Sheet Information Other current liabilities were comprised of the following (in millions): December 31, 2022 2021 Other current liabilities Accrued employee benefits and payroll-related liabilities $ 156 $ 178 Accrued interest 113 121 Accrued taxes, other than income 41 52 Finance lease liability 40 40 Operating lease liabilities 7 8 Deferred revenues 124 83 Contingent liabilities 58 60 Other — 3 Total other current liabilities $ 539 $ 545 Other long-term liabilities were comprised of the following (in millions): December 31, 2022 2021 Other long-term liabilities Postemployment benefit plan obligations $ 170 $ 128 Finance lease liability 323 366 Operating lease liabilities 100 109 Income taxes payable 129 157 Deferred revenues 204 265 Other 39 43 Total other long-term liabilities $ 965 $ 1,068 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 16—Supplemental Cash Flow Information Additional cash flow information was as follows (in millions): Years ended December 31, 2022 2021 2020 Certain cash operating activities Cash payments for interest $ 355 $ 429 $ 593 Cash payments for income taxes 66 57 70 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 31 $ 28 $ 15 Capital additions financed under Shipyard Loans (b) 382 — — Issuance of debt in exchange transactions (c) 112 294 925 Issuance of warrants in exchange transactions (d) 5 — — Settlement of finance lease payments (e) 41 — — Equity component of exchangeable debt (f) — — 46 (a) Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 6—Long-Lived Assets . (b) In the year ended December 31, 2022, we borrowed an aggregate principal amount of $439 million under the Shipyard Loans to satisfy a portion of the final milestone payments due upon delivery of Deepwater Atlas and Deepwater Titan and recorded the initial carrying amount, net of imputed interest, with a corresponding entry to construction in progress. See Note 6—Long-Lived Assets and Note 8—Debt . (c) In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued $112 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2021, in connection with the 2021 Private Exchange, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2020, in connection with the 2020 Private Exchange, we issued $687 million and $238 million aggregate principal amount of the 11.50% Senior Guaranteed Notes and the 2.50% Senior Guaranteed Exchangeable Bonds, respectively. See Note 8—Debt . (d) In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued 6.7 million warrants to purchase Transocean Ltd. shares with an estimated fair value of $5 million. See Note 8—Debt and Note 13—Equity . (e) In the year ended December 31, 2022, we agreed to settle installments due to the lessor under our finance lease by issuing corresponding credits to our customer for amounts due to us under the drilling contract. See Note 7—Leases . (f) In connection with the issuance of the 2.50% Senior Guaranteed Exchangeable Bonds in the 2020 Private Exchange, we recorded the conversion feature, measured at its estimated fair value, to additional paid-in capital. See Note 8—Debt . The reconciling adjustments of our net cash provided by operating activities that were attributable to the net change in other operating assets and liabilities were as follows (in millions): Years ended December 31, 2022 2021 2020 Changes in other operating assets and liabilities (Increase) decrease in accounts receivable $ (15) $ 137 $ 67 Increase in other assets (12) (13) (113) Increase (decrease) in accounts payable and other current liabilities 8 (52) (254) Increase (decrease) in other long-term liabilities (2) (3) 2 Change in income taxes receivable / payable, net (42) (17) (69) Change in receivables from / payables to affiliates, net (12) (15) 14 $ (75) $ 37 $ (353) |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments | |
Financial Instruments | Note 17—Financial Instruments Overview December 31, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 683 $ 683 $ 976 $ 976 Restricted cash and cash equivalents 308 308 436 436 Long-term loans receivable from unconsolidated affiliates 41 43 36 33 Total debt 7,347 6,412 7,170 5,661 Cash and cash equivalents Restricted cash and cash equivalents Long-term loans receivable from unconsolidated affiliates Total debt Note 8—Debt |
Risk Concentration
Risk Concentration | 12 Months Ended |
Dec. 31, 2022 | |
Risk Concentration | |
Risk Concentration | Note 18—Risk Concentration Interest rate risk Currency exchange rate risk Credit risk Labor agreements |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Transocean Ltd. and Subsidiaries Schedule II - Valuation and Qualifying Accounts (In millions) Additions Charge to Balance at Charge to cost other Balance at beginning of and accounts Deductions end of period expenses -describe -describe period Year ended December 31, 2020 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ — $ — $ 2 (a) $ — $ 2 Allowance for excess materials and supplies 127 25 — 9 (b) 143 Valuation allowance on deferred tax assets 716 (31) — — 685 Year ended December 31, 2021 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ 2 — — — $ 2 Allowance for excess materials and supplies 143 43 — 3 (b) 183 Valuation allowance on deferred tax assets 685 1,167 — 32 (c) 1,820 Year ended December 31, 2022 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ 2 — — — $ 2 Allowance for excess materials and supplies 183 16 — — 199 Valuation allowance on deferred tax assets 1,820 79 11 (c) — 1,910 (a) Amount related to an adjustment to the allowance for credit losses with a corresponding entry to accumulated deficit associated with our adoption of the accounting standards update that requires an entity to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings without retrospective application. (b) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale. (c) Amount related to adjustments to other deferred tax assets with valuation allowances. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Consolidation | Consolidation Note 3—Unconsolidated Affiliates Note 13—Equity |
Revenues and related pre-operating costs | Revenues and related pre-operating costs typically based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 4—Revenues |
Contract intangible assets | Contract intangible assets Note 5—Contract Intangible Assets |
Share-based compensation | Share based compensation Note 14—Share-Based Compensation |
Capitalized interest | Capitalized interest |
Functional currency | Functional currency |
Income taxes | Income taxes We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 10—Income Taxes |
Cash and cash equivalents | Cash and cash equivalents |
Restricted cash and cash equivalents | Restricted cash and cash equivalents Note 8—Debt Note 12—Commitments and Contingencies |
Materials and supplies | Materials and supplies |
Assets held for sale | Assets held for sale |
Property and equipment | Property and equipment We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values. The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from three four |
Long-lived asset impairment | Long lived asset impairment Note 6—Long-Lived Assets |
Equity investments and impairment | Equity investments and impairment Note 3—Unconsolidated Affiliates |
Pension and other postemployment benefit plans | Pension and other postemployment benefit plans We measure the actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2022 and 2021, the funded status of our pension and other postemployment benefit plans represented an aggregate liability of $174 million and $132 million, respectively, and an aggregate asset of $44 million and $102 million, respectively. See Note 9—Postemployment Benefit Plans |
Contingencies | Contingencies |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenues | |
Schedule of revenue disaggregation | Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Ultra- Harsh Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment deepwater environment Midwater floaters floaters Total floaters floaters Total floaters floaters floaters Total U.S. $ 1,135 $ — $ 1,135 $ 1,096 $ 2 $ 1,098 $ 1,302 $ — $ — $ 1,302 Norway — 835 835 — 790 790 — 876 — 876 Other countries (a) 573 32 605 624 44 668 792 170 12 974 Total contract drilling revenues $ 1,708 $ 867 $ 2,575 $ 1,720 $ 836 $ 2,556 $ 2,094 $ 1,046 $ 12 $ 3,152 (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 | December 31, 2022 2021 Deferred contract revenues, recorded in other current liabilities $ 124 $ 83 Deferred contract revenues, recorded in other long-term liabilities 204 265 Total contract liabilities $ 328 $ 348 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2022 2021 Total contract liabilities, beginning of period $ 348 $ 456 Decrease due to recognition of revenues for goods and services (119) (149) Increase due to goods and services transferred over time 99 41 Total contract liabilities, end of period $ 328 $ 348 |
Contract Intangible Assets (Tab
Contract Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract Intangible Assets | |
Schedule of contract intangible assets | Year ended December 31, 2022 Year ended December 31, 2021 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount Drilling contract intangible assets Balance, beginning of period $ 907 $ (734) $ 173 $ 907 $ (514) $ 393 Amortization — (117) (117) — (220) (220) Balance, end of period $ 907 $ (851) $ 56 $ 907 $ (734) $ 173 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-Lived Assets | |
Schedule of long-lived assets of the entity's continuing operations by country | December 31, 2022 2021 Long-lived assets U.S. $ 6,514 $ 5,779 Norway 3,255 3,379 Greece 3,022 3,162 Other countries (a) 5,171 5,293 Total long-lived assets $ 17,962 $ 17,613 (a) The aggregate carrying amount of long-lived assets located in other countries that individually represented less than 10 percent of total long-lived assets. |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Years ended December 31, 2022 2021 2020 Construction work in progress, beginning of period $ 1,017 $ 828 $ 753 Capital expenditures Newbuild construction program 669 174 143 Other equipment and construction projects 48 34 122 Total capital expenditures 717 208 265 Non-cash capital additions financed under Shipyard Loans 382 — — Changes in accrued capital additions 3 13 (33) Property and equipment placed into service Newbuild construction program (882) — — Other equipment and construction projects (42) (32) (157) Construction work in progress, end of period $ 1,195 $ 1,017 $ 828 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of lease costs | Years ended December 31, Lease costs 2022 2021 2020 Short-term lease costs $ 14 $ 17 $ 27 Operating lease costs 12 12 13 Finance lease costs, amortization of right-of-use asset 20 20 21 Finance lease costs, interest on lease liability 30 33 36 Total lease costs $ 76 $ 82 $ 97 |
Schedule of lease cash flow information | Years ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14 $ 13 $ 17 Operating cash flows from finance lease 8 37 36 Financing cash flows from finance lease 3 33 35 |
Schedule of future minimum payments on operating leases | At December 31, 2022, the aggregate future minimum lease payments were as follows (in millions): Operating Finance leases lease Years ending December 31, 2023 $ 13 $ 65 2024 13 70 2025 12 71 2026 12 70 2027 12 71 Thereafter 98 118 Total future minimum rental payment 160 465 Less amount representing imputed interest (53) (102) Present value of future minimum rental payments 107 363 Current portion, recorded in other current liabilities 7 40 Long-term lease liabilities, recorded in other long-term liabilities $ 100 $ 323 |
Schedule of future minimum payments on finance leases | Operating Finance leases lease Years ending December 31, 2023 $ 13 $ 65 2024 13 70 2025 12 71 2026 12 70 2027 12 71 Thereafter 98 118 Total future minimum rental payment 160 465 Less amount representing imputed interest (53) (102) Present value of future minimum rental payments 107 363 Current portion, recorded in other current liabilities 7 40 Long-term lease liabilities, recorded in other long-term liabilities $ 100 $ 323 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of debt | Principal amount Carrying amount December 31, December 31, December 31, December 31, 2022 2021 2022 2021 5.52% Senior Secured Notes due May 2022 (a) $ — $ 18 $ — $ 18 3.80% Senior Notes due October 2022 (b) — 27 — 27 0.50% Exchangeable Senior Bonds due January 2023 (b) 49 140 49 140 5.375% Senior Secured Notes due May 2023 (c) 243 306 242 304 5.875% Senior Secured Notes due January 2024 (c) 352 435 350 430 7.75% Senior Secured Notes due October 2024 (c) 240 300 238 296 6.25% Senior Secured Notes due December 2024 (c) 250 313 248 309 6.125% Senior Secured Notes due August 2025 (c) 336 402 332 397 7.25% Senior Notes due November 2025 (d) 354 411 351 406 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 (e) 294 294 271 264 7.50% Senior Notes due January 2026 (d) 569 569 566 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) 238 238 265 271 11.50% Senior Guaranteed Notes due January 2027 (e) 687 687 1,008 1,078 6.875% Senior Secured Notes due February 2027 (c) 482 550 477 544 8.00% Senior Notes due February 2027 (d) 612 612 608 607 7.45% Notes due April 2027 (b) 52 52 52 52 8.00% Debentures due April 2027 (b) 22 22 22 22 4.50% Shipyard Loans due September 2027 (f) 439 — 389 — 7.00% Notes due June 2028 (f) 261 261 264 265 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 (d) 300 — 440 — 7.50% Notes due April 2031 (b) 396 396 394 394 6.80% Senior Notes due March 2038 (b) 610 610 605 605 7.35% Senior Notes due December 2041 (b) 177 177 176 176 Total debt 6,963 6,820 7,347 7,170 Less debt due within one year 5.52% Senior Secured Notes due May 2022 (a) — 18 — 18 3.80% Senior Notes due October 2022 (b) — 27 — 27 0.50% Exchangeable Senior Bonds due January 2023 (b) 49 — 49 — 5.375% Senior Secured Notes due May 2023 (c) 243 63 242 62 5.875% Senior Secured Notes due January 2024 (c) 83 83 81 80 7.75% Senior Secured Notes due October 2024 (c) 60 60 59 58 6.25% Senior Secured Notes due December 2024 (c) 62 62 61 61 6.125% Senior Secured Notes due August 2025 (c) 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) — — 6 6 11.50% Senior Guaranteed Notes due January 2027 (e) — — 70 70 6.875% Senior Secured Notes due February 2027 (c) 69 69 67 67 4.50% Shipyard Loans due September 2027 (f) 20 — 20 — Total debt due within one year 652 448 719 513 Total long-term debt $ 6,311 $ 6,372 $ 6,628 $ 6,657 (a) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes were fully and unconditionally guaranteed by the owner of the collateral rig. (b) Transocean Inc., a wholly owned direct subsidiary of Transocean Ltd., is the issuer of the notes and debentures (the “Legacy Guaranteed Notes”). The Legacy Guaranteed Notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. (c) Each subsidiary issuer of the respective unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd., Transocean Inc. and, in each case, the owner of the respective collateral rig or rigs. (d) Transocean Inc. is the issuer of the unregistered notes (collectively, the “Priority Guaranteed Notes”). The guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Legacy Guaranteed Notes, the 4.50% shipyard loans due September 2027 (each, a “Shipyard Loan”, and together, the “Shipyard Loans”) and the 7.00% notes due June 2028 and are structurally subordinate to the Senior Priority Guaranteed Notes, as defined below, to the extent of the value of the assets of the subsidiaries guaranteeing the notes. (e) Transocean Inc. is the issuer of the unregistered notes (together, the “Senior Priority Guaranteed Notes”). The priority guaranteed senior unsecured notes are fully and unconditionally, jointly and severally, guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. and rank equal in right of payment of all of our existing and future unsecured unsubordinated obligations. Such notes are structurally senior to the Priority Guaranteed Notes to the extent of the value of the assets of the subsidiaries guaranteeing the notes. (f) The subsidiary borrowers under the Shipyard Loans and the subsidiary issuer of the registered notes are wholly owned indirect subsidiaries of Transocean Inc. The loans and notes are fully and unconditionally guaranteed by Transocean Inc. |
Scheduled maturities of debt | Principal Other installments installments Total Years ending December 31, 2023 $ 652 $ 76 $ 728 2024 875 77 952 2025 1,054 78 1,132 2026 788 78 866 2027 1,850 39 1,889 Thereafter 1,744 — 1,744 Total installments of debt $ 6,963 $ 348 7,311 Total unamortized debt-related balances, net (259) Bifurcated compound exchange feature, at estimated fair value 295 Total carrying amount of debt $ 7,347 |
Schedule of debt retirements | Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 Exchange Redeem Total Exchange Repurchase Total Exchange Redeem Tender Repurchase Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ — $ — $ — $ — $ 38 $ 15 $ 53 6.375% Senior Notes due December 2021 — — — — — — 37 — 77 69 183 5.52% Senior Secured Notes due May 2022 — 18 18 — — — — — — — — 3.80% Senior Notes due October 2022 — 27 27 — — — 136 — 10 16 162 0.50% Exchangeable Senior Bonds due January 2023 73 18 91 323 — 323 397 — — 4 401 5.375% Senior Secured Notes due May 2023 — — — — 11 11 — — 103 43 146 9.00% Senior Notes due July 2023 — — — — — — — 714 — — 714 5.875% Senior Secured Notes due January 2024 — — — — 68 68 — — — — — 7.25% Senior Notes due November 2025 43 14 57 — — — 207 — 132 — 339 7.50% Senior Notes due January 2026 — — — — — — 181 — — — 181 8.00% Senior Notes due February 2027 — — — — — — 138 — — — 138 7.45% Notes due April 2027 — — — — — — 35 — — — 35 8.00% Debentures due April 2027 — — — — — — 35 — — — 35 7.00% Notes due June 2028 — — — — — — 39 — — — 39 7.50% Notes due April 2031 — — — — — — 192 — — — 192 6.80% Senior Notes due March 2038 — — — — — — 390 — — — 390 7.35% Senior Notes due December 2041 — — — — — — 123 — — — 123 Aggregate principal amount of debt retired $ 116 $ 77 $ 193 $ 323 $ 79 $ 402 $ 1,910 $ 714 $ 360 $ 147 $ 3,131 Aggregate cash payment $ — $ 75 $ 75 $ 11 $ 79 $ 90 $ 10 $ 767 $ 222 $ 110 $ 1,109 Aggregate principal amount of debt issued in exchanges $ 112 $ — $ 112 $ 294 $ — $ 294 $ 925 $ — $ — $ — $ 925 Aggregate fair value of warrants issued in exchanges $ 5 $ — $ 5 $ — $ — $ — $ — $ — $ — $ — $ — Aggregate net gain (loss) $ 6 $ 2 $ 8 $ 51 $ — $ 51 $ 427 $ (65) $ 135 $ 36 $ 533 |
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 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% 355 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 244 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.1% 483 |
Postemployment Benefit Plans (T
Postemployment Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefit Plans | |
Schedule of net periodic benefit costs before tax | Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ — $ — $ — $ — $ — $ — $ — $ — $ 1 $ — $ 1 Interest cost 50 6 — 56 47 6 — 53 55 8 — 63 Expected return on plan assets (65) (7) — (72) (66) (13) — (79) (67) (14) — (81) Settlements and curtailments — — — — — (2) — (2) 1 12 — 13 Actuarial loss, net 5 — — 5 11 1 — 12 9 1 1 11 Prior service gain, net — — (2) (2) — — (2) (2) — — (2) (2) Net periodic benefit costs (income) $ (10) $ (1) $ (2) $ (13) $ (8) $ (8) $ (2) $ (18) $ (2) $ 8 $ (1) $ 5 |
Schedule of weighted-average assumptions | Net periodic benefit costs Year ended December 31, 2022 Year ended December 31, 2021 Year ended December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Plans Plans Plans Plans Plans Plans Discount rate 2.92 % 1.90 % 1.83 % 2.60 % 1.50 % 1.21 % 3.27 % 2.10 % 2.39 % Expected rate of return 4.81 % 2.00 % na 5.51 % 3.20 % na 5.90 % 3.10 % na “na” means not applicable. Funded status December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Plans Plan Plans Discount rate 5.06 % 4.80 % 4.92 % 2.91 % 1.90 % 1.83 % Expected long-term rate of return 6.41 % 5.00 % na 4.82 % 2.00 % na “na” means not applicable. |
Schedule of changes in funded status, balance sheet classifications and accumulated benefit obligations | Year ended December 31, 2022 Year ended December 31, 2021 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,724 $ 348 $ 13 $ 2,085 $ 1,825 $ 384 $ 16 $ 2,225 Actuarial gains, net (391) (119) (1) (511) (72) (21) (1) (94) Interest cost 50 6 — 56 47 6 — 53 Currency exchange rate changes — (37) — (37) — (2) — (2) Benefits paid (76) (10) (2) (88) (76) (17) (2) (95) Settlements — — — — — (2) — (2) Projected benefit obligation, end of period 1,307 188 10 1,505 1,724 348 13 2,085 Change in plan assets Fair value of plan assets, beginning of period 1,621 434 — 2,055 1,565 420 — 1,985 Actual return on plan assets (403) (147) — (550) 131 29 — 160 Currency exchange rate changes — (45) — (45) — (3) — (3) Employer contributions 1 — 2 3 1 7 2 10 Benefits paid (76) (10) (2) (88) (76) (17) (2) (95) Settlements — — — — — (2) — (2) Fair value of plan assets, end of period 1,143 232 — 1,375 1,621 434 — 2,055 Funded status, end of period $ (164) $ 44 $ (10) $ (130) $ (103) $ 86 $ (13) $ (30) Balance sheet classification, end of period: Pension asset, non-current $ — $ 44 $ — $ 44 $ 16 $ 86 $ — $ 102 Pension liability, current (1) — (3) (4) (1) — (3) (4) Pension liability, non-current (163) — (7) (170) (118) — (10) (128) Accumulated other comprehensive loss (income), before taxes 166 76 (8) 234 95 42 (10) 127 Accumulated benefit obligation, end of period $ 1,307 $ 188 $ 10 $ 1,505 $ 1,724 $ 348 $ 13 $ 2,085 |
Schedule of projected benefit obligation in excess of plan assets | December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Projected benefit obligation $ 1,307 $ — $ 10 $ 1,317 $ 140 $ — $ 13 $ 153 Fair value of plan assets 1,143 — — 1,143 20 — — 20 |
Schedule of accumulated benefit obligation in excess of plan assets | December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Accumulated benefit obligation $ 1,307 $ — $ 10 $ 1,317 $ 140 $ — $ 13 $ 153 Fair value of plan assets 1,143 — — 1,143 20 — — 20 |
Schedule of unrecognized accumulated other comprehensive loss (income) | December 31, 2022 December 31, 2021 U.S. U.K. OPEB U.S. U.K. OPEB Plans Plan Plans Total Plans Plan Plans Total Actuarial loss, net $ 166 $ 74 $ (1) $ 239 $ 95 $ 40 $ — $ 135 Prior service cost, net — 2 (7) (5) — 2 (10) (8) Accumulated other comprehensive loss (income), before taxes $ 166 $ 76 $ (8) $ 234 $ 95 $ 42 $ (10) $ 127 |
Schedule of allocations of plan assets | December 31, 2022 December 31, 2021 Target allocation Actual allocation Target allocation Actual allocation U.S. U.K. U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Plans Plan Plans Plan Plans Plan Equity securities 38 % 20 % 38 % 24 % 38 % 19 % 38 % 19 % Fixed income securities 62 % 80 % 61 % 74 % 62 % 81 % 62 % 80 % Other investments — % — % 1 % 2 % — — % — 1 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % |
Schedule of investments for the funded defined benefit plans | December 31, 2022 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 301 $ — $ 301 $ — $ — $ — $ 301 $ — $ 301 Non-U.S. equity funds 132 — 132 4 57 61 136 57 193 Bond funds 698 — 698 2 171 173 700 171 871 Total mutual funds 1,131 — 1,131 6 228 234 1,137 228 1,365 Other investments Cash and money market funds 6 4 10 — — — 6 4 10 Total investments $ 1,137 $ 4 $ 1,141 $ 6 $ 228 $ 234 $ 1,143 $ 232 $ 1,375 December 31, 2021 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 421 $ — $ 421 $ — $ — $ — $ 421 $ — $ 421 Non-U.S. equity funds 184 — 184 7 85 92 191 85 276 Bond funds 999 — 999 4 346 350 1,003 346 1,349 Total mutual funds 1,604 — 1,604 11 431 442 1,615 431 2,046 Other investments Cash and money market funds 6 3 9 — — — 6 3 9 Total investments $ 1,610 $ 3 $ 1,613 $ 11 $ 431 $ 442 $ 1,621 $ 434 $ 2,055 |
Schedule of projected benefits payments | U.S. U.K. OPEB Plans Plan Plans Total Years ending December 31, 2023 $ 83 $ 6 $ 3 $ 92 2024 84 6 3 93 2025 84 6 3 93 2026 85 7 — 92 2027 85 8 — 93 2028 - 2032 428 50 1 479 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Components of the provision (benefit) for income taxes | Years ended December 31, 2022 2021 2020 Current tax expense (benefit) $ 13 $ (7) $ (33) Deferred tax expense 46 128 60 Income tax expense $ 59 $ 121 $ 27 |
Reconciliation of the differences between income tax expense computed at the Swiss holding company statutory rate and the reported provision for income taxes | Years ended December 31, 2022 2021 2020 Income tax benefit at Swiss federal statutory rate $ (44) $ (36) $ (42) Earnings subject to rates different than the Swiss federal statutory rate 52 78 82 Swiss Federal Act on Tax Reform and AHV Financing 96 (1,095) — Changes in valuation allowance 79 1,167 (31) Audit settlement 12 — — Withholding taxes 12 10 6 Deemed profits taxes 10 17 19 Changes in unrecognized tax benefits, net 2 (43) (15) Changes due to organizational restructuring (162) 16 — Losses on impairment — 5 52 Base erosion and anti-abuse tax — — 5 U.S. Coronavirus Aid, Relief, and Economic Security Act — — (28) Other, net 2 2 (21) Income tax expense $ 59 $ 121 $ 27 |
Significant components of deferred tax assets and liabilities | December 31, 2022 2021 Deferred tax assets Swiss historic depreciation and financing asset costs $ 1,226 $ 1,333 Net operating loss carryforwards 1,115 915 Interest expense limitation 77 67 United Kingdom charter limitation 53 53 Accrued expenses 36 23 Tax credits 11 19 Deferred income 7 7 Accrued payroll costs not currently deductible 18 2 Loss contingencies 4 2 Other 43 31 Valuation allowance (1,910) (1,820) Total deferred tax assets 680 632 Deferred tax liabilities Depreciation (1,150) (1,052) Contract intangible amortization — (11) Other (10) (9) Total deferred tax liabilities (1,160) (1,072) Deferred tax assets (liabilities), net $ (480) $ (440) |
Reconciliation of unrecognized tax benefits, excluding interest and penalties | Years ended December 31, 2022 2021 2020 Balance, beginning of period $ 402 $ 378 $ 335 Additions for current year tax positions 28 28 90 Additions for prior year tax positions 62 46 11 Reductions related to statute of limitation expirations and changes in law (13) (19) (7) Reductions due to settlements (5) (31) — Reductions for prior year tax positions (30) — (51) Balance, end of period $ 444 $ 402 $ 378 |
Schedule of unrecognized tax benefits, including related interest and penalties | December 31, 2022 2021 Unrecognized tax benefits, excluding interest and penalties $ 444 $ 402 Interest and penalties 27 33 Unrecognized tax benefits, including interest and penalties $ 471 $ 435 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Schedule of loss per share | The computation of basic and diluted loss per share was as follows (in millions, except per share data): Years ended December 31, 2022 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (621) $ (592) $ (567) Denominator for loss per share, basic and diluted Weighted-average shares for per share calculation 699 637 615 Loss per share, basic and diluted $ (0.89) $ (0.93) $ (0.92) |
Schedule of antidilutive securities | Years ended December 31, 2022 2021 2020 Exchangeable bonds 128.1 104.4 84.0 Share-based awards 15.5 12.6 10.8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies | |
Schedule of aggregate future payments required under purchase obligations | Service Purchase agreement obligations obligations Years ending December 31, 2023 $ 36 $ 124 2024 2 138 2025 — 143 2026 — 147 2027 — 119 Thereafter — 165 Total $ 38 $ 836 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Based Compensation | |
Summary of activity for vested and unvested stock options outstanding | Weighted-average Number Weighted-average remaining Aggregate of shares exercise price contractual term intrinsic value under option per share (years) (in millions) Outstanding at January 1, 2022 4,263,274 $ 11.45 5.70 $ — Forfeited (25,155) 50.79 Expired (62,599) 50.79 Outstanding at December 31, 2022 4,175,520 $ 10.63 4.82 $ — Vested and exercisable at December 31, 2022 4,175,520 $ 10.63 4.82 $ — |
Service awards | |
Share Based Compensation | |
Summary of unvested deferred units activity | Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2022 10,662,865 $ 3.13 Granted 6,768,943 3.60 Vested (5,075,374) 3.47 Forfeited (308,934) 3.29 Unvested at December 31, 2022 12,047,500 $ 3.25 |
Performance awards | |
Share Based Compensation | |
Summary of unvested deferred units activity | Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2022 5,389,390 $ 2.59 Granted 3,519,857 3.91 Vested (2,363,878) 1.80 Unvested at December 31, 2022 6,545,369 $ 3.81 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Balance Sheet Information | |
Schedule of other current liabilities | December 31, 2022 2021 Other current liabilities Accrued employee benefits and payroll-related liabilities $ 156 $ 178 Accrued interest 113 121 Accrued taxes, other than income 41 52 Finance lease liability 40 40 Operating lease liabilities 7 8 Deferred revenues 124 83 Contingent liabilities 58 60 Other — 3 Total other current liabilities $ 539 $ 545 |
Schedule of other long term liabilities | December 31, 2022 2021 Other long-term liabilities Postemployment benefit plan obligations $ 170 $ 128 Finance lease liability 323 366 Operating lease liabilities 100 109 Income taxes payable 129 157 Deferred revenues 204 265 Other 39 43 Total other long-term liabilities $ 965 $ 1,068 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information | |
Additional cash flow information | Additional cash flow information was as follows (in millions): Years ended December 31, 2022 2021 2020 Certain cash operating activities Cash payments for interest $ 355 $ 429 $ 593 Cash payments for income taxes 66 57 70 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 31 $ 28 $ 15 Capital additions financed under Shipyard Loans (b) 382 — — Issuance of debt in exchange transactions (c) 112 294 925 Issuance of warrants in exchange transactions (d) 5 — — Settlement of finance lease payments (e) 41 — — Equity component of exchangeable debt (f) — — 46 (a) Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 6—Long-Lived Assets . (b) In the year ended December 31, 2022, we borrowed an aggregate principal amount of $439 million under the Shipyard Loans to satisfy a portion of the final milestone payments due upon delivery of Deepwater Atlas and Deepwater Titan and recorded the initial carrying amount, net of imputed interest, with a corresponding entry to construction in progress. See Note 6—Long-Lived Assets and Note 8—Debt . (c) In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued $112 million aggregate principal amount of the 4.625% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2021, in connection with the 2021 Private Exchange, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2020, in connection with the 2020 Private Exchange, we issued $687 million and $238 million aggregate principal amount of the 11.50% Senior Guaranteed Notes and the 2.50% Senior Guaranteed Exchangeable Bonds, respectively. See Note 8—Debt . (d) In the year ended December 31, 2022, in connection with the 2022 Private Exchange, we issued 6.7 million warrants to purchase Transocean Ltd. shares with an estimated fair value of $5 million. See Note 8—Debt and Note 13—Equity . (e) In the year ended December 31, 2022, we agreed to settle installments due to the lessor under our finance lease by issuing corresponding credits to our customer for amounts due to us under the drilling contract. See Note 7—Leases . (f) In connection with the issuance of the 2.50% Senior Guaranteed Exchangeable Bonds in the 2020 Private Exchange, we recorded the conversion feature, measured at its estimated fair value, to additional paid-in capital. See Note 8—Debt . |
Schedule of changes in other operating assets and liabilities | The reconciling adjustments of our net cash provided by operating activities that were attributable to the net change in other operating assets and liabilities were as follows (in millions): Years ended December 31, 2022 2021 2020 Changes in other operating assets and liabilities (Increase) decrease in accounts receivable $ (15) $ 137 $ 67 Increase in other assets (12) (13) (113) Increase (decrease) in accounts payable and other current liabilities 8 (52) (254) Increase (decrease) in other long-term liabilities (2) (3) 2 Change in income taxes receivable / payable, net (42) (17) (69) Change in receivables from / payables to affiliates, net (12) (15) 14 $ (75) $ 37 $ (353) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | The carrying amounts and fair values of our financial instruments were as follows (in millions): December 31, 2022 December 31, 2021 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 683 $ 683 $ 976 $ 976 Restricted cash and cash equivalents 308 308 436 436 Long-term loans receivable from unconsolidated affiliates 41 43 36 33 Total debt 7,347 6,412 7,170 5,661 |
Business (Details)
Business (Details) | 12 Months Ended |
Dec. 31, 2022 item segment | |
Number of mobile offshore drilling units | 38 |
Number of operating segments | segment | 1 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 28 |
Number of mobile offshore drilling units under construction | 1 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 10 |
Ultra Deepwater drillships | |
Number of mobile offshore drilling units under construction, noncontrolling interest | 1 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized interest | |||
Capitalized interest costs on construction work in progress | $ 73 | $ 50 | $ 47 |
Functional currency | |||
Net foreign currency exchange gain (loss) | (8) | (1) | (8) |
Materials and supplies | |||
Increase inventory allowance | $ 28 | ||
Increase in inventory allowance (in dollars per share) | $ 0.04 | ||
Materials and supplies, allowance for obsolescence | 199 | $ 183 | |
Assets held for sale | |||
Assets held for sale, included in other current assets | $ 0 | 0 | |
Property and equipment | |||
Property and equipment as a percentage of total assets | 85% | ||
Equity method investments and impairment | |||
Loss on impairment of investment in unconsolidated affiliates | $ 37 | $ 62 | |
Drilling rig units | |||
Property and equipment | |||
Estimated original useful life | 35 years | ||
Buildings and improvements | Minimum | |||
Property and equipment | |||
Estimated original useful life | 3 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Estimated original useful life | 30 years | ||
Machinery and equipment | Minimum | |||
Property and equipment | |||
Estimated original useful life | 4 years | ||
Machinery and equipment | Maximum | |||
Property and equipment | |||
Estimated original useful life | 20 years |
Significant Accounting Polici_4
Significant Accounting Policies (Pensions) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pension and other postretirement benefits | ||
Recognition period of investment gains or losses related to asset valuation for determining net periodic benefit cost | 5 years | |
Conditional amortization gains or losses as percentage of greater of plan assets or liabilities, minimum | 10% | |
Pension liability, current and noncurrent | $ 174 | $ 132 |
Pension asset, non-current | $ 44 | $ 102 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 USD ($) | Nov. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Investments | ||||||
Equity in losses | $ (24) | $ (10) | $ (10) | |||
Aggregate carrying amount of equity investment | 113 | 91 | ||||
Loss on impairment of investment in unconsolidated affiliates | 37 | 62 | ||||
Investments in loans to unconsolidated affiliates | $ 5 | 33 | 2 | |||
Orion/Transocean Norge | ||||||
Investments | ||||||
Equity ownership (as a percent) | 33% | |||||
Aggregate carrying amount of equity investment | $ 54 | 57 | ||||
Loss on impairment of investment in unconsolidated affiliates | 37 | $ 59 | ||||
Investments in loans to unconsolidated affiliates | $ 33 | |||||
Affiliate loan receivable | 41 | $ 36 | ||||
Orion/Transocean Norge | LIBOR | ||||||
Investments | ||||||
Loan receivable interest rate (as a percent) | 6.50% | |||||
Orion/Transocean Norge | Orion/Transocean Norge | ||||||
Investments | ||||||
Loan payable | $ 100 | |||||
Orion/Transocean Norge | Discount rate | ||||||
Investments | ||||||
Investment fair value measurement | 0.12 | 0.12 | ||||
Orion/Transocean Norge | Reimbursements, Agent Fees and Other Receipts | ||||||
Investments | ||||||
Related party transaction | 40 | $ 16 | $ 46 | |||
Orion/Transocean Norge | Rent Expense | ||||||
Investments | ||||||
Related party transaction | 11 | 12 | 22 | |||
Orion/Transocean Norge | Charter rig and other equipment | ||||||
Investments | ||||||
Related party transaction | $ 10 | 15 | 22 | |||
Liquila | ||||||
Investments | ||||||
Equity ownership (as a percent) | 20% | |||||
Aggregate carrying amount of equity investment | $ 15 | |||||
Majority owner require repurchase (as a percent) | 80% | |||||
Equity method investment payment | $ 15 | |||||
Liquila | Perestroika AS | ||||||
Investments | ||||||
Equity method investment payment | $ 10 | |||||
Liquila | Third Party | ||||||
Investments | ||||||
Equity ownership (as a percent) | 67% | |||||
Liquila | Transocean Inc | Perestroika AS | ||||||
Investments | ||||||
Equity ownership (as a percent) | 11% | |||||
Liquila | Liquila | ||||||
Investments | ||||||
Purchase price for investment | $ 200 | |||||
Nauticus Robotics | ||||||
Investments | ||||||
Equity ownership (as a percent) | 20% | |||||
Global Sea Mineral Resources | ||||||
Investments | ||||||
Equity method investment payment | $ 10 | |||||
Other Investments | ||||||
Investments | ||||||
Related party transaction | $ 7 | $ 6 | $ 15 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | |||
Contract drilling revenues | $ 2,575 | $ 2,556 | $ 3,152 |
U.S. | |||
Revenue | |||
Contract drilling revenues | 1,135 | 1,098 | 1,302 |
Norway | |||
Revenue | |||
Contract drilling revenues | 835 | 790 | 876 |
Other Countries | |||
Revenue | |||
Contract drilling revenues | 605 | 668 | 974 |
Ultra-deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 1,708 | 1,720 | 2,094 |
Ultra-deepwater floaters | U.S. | |||
Revenue | |||
Contract drilling revenues | 1,135 | 1,096 | 1,302 |
Ultra-deepwater floaters | Other Countries | |||
Revenue | |||
Contract drilling revenues | 573 | 624 | 792 |
Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | 867 | 836 | 1,046 |
Harsh environment floaters | U.S. | |||
Revenue | |||
Contract drilling revenues | 2 | ||
Harsh environment floaters | Norway | |||
Revenue | |||
Contract drilling revenues | 835 | 790 | 876 |
Harsh environment floaters | Other Countries | |||
Revenue | |||
Contract drilling revenues | $ 32 | $ 44 | 170 |
Midwater floaters | |||
Revenue | |||
Contract drilling revenues | 12 | ||
Midwater floaters | Other Countries | |||
Revenue | |||
Contract drilling revenues | $ 12 |
Revenues (Customers) (Details)
Revenues (Customers) (Details) - Revenue - Customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shell | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 33% | 31% | 28% |
Equinor | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 25% | 30% | 27% |
Petrobras | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 11% | ||
Chevron | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 14% |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract balances | |||
Deferred contract revenues, recorded in other current liabilities | $ 124 | $ 83 | |
Deferred contract revenues, recorded in other long-term liabilities | 204 | 265 | |
Total contract liabilities | $ 328 | $ 348 | $ 456 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 348 | $ 456 |
Decrease due to recognition of revenues for goods and services | (119) | (149) |
Increase due to goods and services transferred over time | 99 | 41 |
Total contract liabilities, at end of period | $ 328 | $ 348 |
Revenues (Pre-operating) (Detai
Revenues (Pre-operating) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Revenue | ||||
Performance obligations satisfied in previous periods | $ 177 | |||
Recognized pre-operating costs | $ 47 | $ 48 | 60 | |
Unrecognized pre-operating costs | 26 | 21 | ||
Customer-Settlement and mutual release | ||||
Revenue | ||||
Face amount of receivable | $ 185 | |||
Proceeds from performance settlement | 46 | 46 | $ 46 | |
Receivable net of discount | $ 46 | 90 | ||
Customer-Settlement and mutual release | Accounts receivable | ||||
Revenue | ||||
Receivable net of discount | 46 | |||
Customer-Settlement and mutual release | Other assets, non-current | ||||
Revenue | ||||
Receivable net of discount | $ 44 |
Contract Intangible Assets (Rol
Contract Intangible Assets (Roll forward) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross carrying amount | |||
Beginning Balance, Gross | $ 907 | $ 907 | |
Amortization | (117) | (220) | $ (215) |
Ending Balance, Gross | 907 | 907 | 907 |
Accumulated amortization | |||
Beginning Balance, amortization | (734) | (514) | |
Amortization | (117) | (220) | (215) |
Ending Balance, amortization | (851) | (734) | (514) |
Net carrying amount | |||
Beginning Balance, Net | 173 | 393 | |
Amortization | (117) | (220) | (215) |
Ending Balance, Net | $ 56 | $ 173 | $ 393 |
Contract Intangible Assets (Amo
Contract Intangible Assets (Amortization) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Contract Intangible Assets | |
2023 | $ 52 |
2024 | $ 4 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | $ 17,962 | $ 17,613 | |
Total capital expenditures | 717 | 208 | $ 265 |
Non-cash capital additions financed under Shipyard Loan | 382 | ||
Changes in accrued capital additions | 3 | 13 | (33) |
U.S. | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 6,514 | 5,779 | |
Norway | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 3,255 | 3,379 | |
Greece | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 3,022 | 3,162 | |
Other countries | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 5,171 | 5,293 | |
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 | 753 |
Construction work in progress, at end of period | 1,195 | 1,017 | 828 |
New builds | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | 669 | 174 | 143 |
Property and equipment placed into service | (882) | ||
Other property and equipment | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | 48 | 34 | 122 |
Property and equipment placed into service | $ (42) | $ (32) | $ (157) |
Long-Lived Assets (Impairment h
Long-Lived Assets (Impairment held and used) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares | |
Impairment of assets held and used | |
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Asset Impairment Charges |
Loss associated with impairment, net of tax (per share) | $ / shares | $ 0.90 |
Midwater floaters | |
Impairment of assets held and used | |
Impairment of in use assets | $ | $ 31 |
Loss associated with impairment, net of tax (per share) | $ / shares | $ 0.05 |
Loss associated with in use asset impairment, tax effect | $ | $ 0 |
Long-Lived Assets (Impairment_2
Long-Lived Assets (Impairment held for sale) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) $ / shares | |
Long-Lived Assets | |
Aggregate loss on impairment of assets held for sale | $ 556 |
Loss associated with impairment, net of tax (per share) | $ / shares | $ 0.90 |
Aggregate loss on impairment of assets held for sale, tax effect | $ 0 |
Long-Lived Assets (Disposal) (D
Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dispositions | |||
Net cash proceeds from sale of assets | $ 7 | $ 9 | $ 24 |
Gain (loss) on the sale of assets | (10) | (62) | (84) |
Assets sold, not discontinued operations | Rig sales | |||
Dispositions | |||
Net cash proceeds from sale of assets | 4 | 20 | |
Gain (loss) on the sale of assets | $ (57) | $ (61) | |
Gain (loss) on the sale of assets per diluted share | $ (0.09) | $ (0.10) | |
Gain (loss) on disposal of assets, tax effect | $ 0 | ||
Assets sold, not discontinued operations | Other property and equipment | |||
Dispositions | |||
Net cash proceeds from sale of assets | 7 | 5 | $ 4 |
Gain (loss) on the sale of assets | $ (10) | $ (5) | $ (23) |
Leases (Operating leases) (Deta
Leases (Operating leases) (Details) | Dec. 31, 2022 |
Leases | |
Weighted average discount rate, operating leases (as a percent) | 6.40% |
Weighted-average remaining lease term, operating leases | 12 years 8 months 12 days |
Leases (Finance lease) (Details
Leases (Finance lease) (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases | |
Implicit interest rate (as a percent) | 7.80% |
End of lease obligation | $ 1 |
Leases (Lease costs) (Details)
Leases (Lease costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Short-term lease costs | $ 14 | $ 17 | $ 27 |
Operating lease costs | 12 | 12 | 13 |
Finance lease costs, amortization of right-of-use asset | 20 | 20 | 21 |
Finance lease costs, interest on lease liability | 30 | 33 | 36 |
Total lease costs | $ 76 | $ 82 | $ 97 |
Leases - (Cash flow) (Details)
Leases - (Cash flow) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating cash flows from operating leases | $ 14 | $ 13 | $ 17 |
Operating cash flows from finance lease | 8 | 37 | 36 |
Financing cash flows from finance lease | $ 3 | $ 33 | $ 35 |
Leases (Maturity) (Details)
Leases (Maturity) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Operating lease maturity | ||
2023 | $ 13 | |
2024 | 13 | |
2025 | 12 | |
2026 | 12 | |
2027 | 12 | |
Thereafter | 98 | |
Total future minimum rental payment | 160 | |
Less amount representing imputed interest | (53) | |
Present value of future minimum rental payments under operating leases | 107 | |
Current portion, recorded in other current liabilities | 7 | $ 8 |
Long-term lease liabilities, recorded in other long-term liabilities | 100 | 109 |
Finance lease maturity | ||
2023 | 65 | |
2024 | 70 | |
2025 | 71 | |
2026 | 70 | |
2027 | 71 | |
Thereafter | 118 | |
Total future minimum rental payment | 465 | |
Less amount representing imputed interest | (102) | |
Present value of future minimum rental payments under finance leases | 363 | |
Current portion, recorded in other current liabilities | 40 | 40 |
Long-term lease liabilities, recorded in other long-term liabilities | $ 323 | $ 366 |
Debt (Details)
Debt (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Jan. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Principal amount | |||||
Debt due within one year | $ 652 | $ 448 | |||
Long-term debt | 6,311 | 6,372 | |||
Carrying amount | |||||
Total debt | 7,347 | 7,170 | |||
Debt due within one year | 719 | 513 | |||
Long-term debt | $ 6,628 | 6,657 | |||
6.375% Senior Notes due December 2021 | |||||
Carrying amount | |||||
Debt instrument interest rate stated percentage | 6.375% | ||||
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 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 | $ 243 | 306 | |||
Debt due within one year | 243 | 63 | |||
Carrying amount | |||||
Total debt | 242 | 304 | |||
Debt due within one year | $ 242 | 62 | |||
Debt instrument interest rate stated percentage | 5.375% | ||||
9.00% Senior Notes due July 2023 | |||||
Carrying amount | |||||
Debt instrument interest rate stated percentage | 9% | ||||
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 | 350 | 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 | $ 240 | 300 | |||
Debt due within one year | 60 | 60 | |||
Carrying amount | |||||
Total debt | 238 | 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 | $ 250 | 313 | |||
Debt due within one year | 62 | 62 | |||
Carrying amount | |||||
Total debt | 248 | 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% | ||||
6.50% Senior Notes due November 2020 | |||||
Carrying amount | |||||
Debt instrument interest rate stated percentage | 6.50% | ||||
7.25% Senior Notes due November 2025 | |||||
Principal amount | |||||
Total installments of debt | $ 354 | 411 | |||
Carrying amount | |||||
Total debt | $ 351 | 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 | $ 271 | 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% | ||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | Perestroika AS | |||||
Principal amount | |||||
Total installments of debt | 213 | $ 213 | |||
11.50% Senior Guaranteed Notes due January 2027 | |||||
Principal amount | |||||
Total installments of debt | $ 687 | 687 | |||
Carrying amount | |||||
Total debt | 1,008 | 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 Loans due September 2027 | |||||
Principal amount | |||||
Total installments of debt | $ 439 | ||||
Debt due within one year | 20 | ||||
Carrying amount | |||||
Total debt | 389 | ||||
Debt due within one year | $ 20 | ||||
Debt instrument interest rate stated percentage | 4.50% | ||||
8.375% Senior Secured Notes due February 2028 | |||||
Carrying amount | |||||
Debt instrument interest rate stated percentage | 8.375% | ||||
7.00% Notes due June 2028 | |||||
Principal amount | |||||
Total installments of debt | $ 261 | 261 | |||
Carrying amount | |||||
Total debt | $ 264 | 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 | $ 440 | ||||
Debt instrument interest rate stated percentage | 4.625% | ||||
Amount to repurchase upon the occurrence of certain events (as a percent) | 115 | ||||
8.75% Senior Secured Notes Due February 2030 | |||||
Carrying amount | |||||
Debt instrument interest rate stated percentage | 8.75% | ||||
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% | ||||
Interest rate, as adjusted (as a percent) | 9.35% | ||||
Principal installments | |||||
Principal amount | |||||
Total installments of debt | $ 6,963 | $ 6,820 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Total Installments | ||
Scheduled maturities of debt | ||
2023 | $ 728 | |
2024 | 952 | |
2025 | 1,132 | |
2026 | 866 | |
2027 | 1,889 | |
Thereafter | 1,744 | |
Total installments of debt | 7,311 | |
Total unamortized debt-related balances, net | (259) | |
Bifurcated compound exchange feature, at estimated fair value | 295 | |
Total carrying amount of debt | 7,347 | |
Principal installments | ||
Scheduled maturities of debt | ||
2023 | 652 | |
2024 | 875 | |
2025 | 1,054 | |
2026 | 788 | |
2027 | 1,850 | |
Thereafter | 1,744 | |
Total installments of debt | 6,963 | $ 6,820 |
Other installments | ||
Scheduled maturities of debt | ||
2023 | 76 | |
2024 | 77 | |
2025 | 78 | |
2026 | 78 | |
2027 | 39 | |
Total installments of debt | $ 348 |
Debt (Credit Agreements) (Detai
Debt (Credit Agreements) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 30, 2022 USD ($) | Jun. 30, 2018 USD ($) | |
Debt | ||||||||
Aggregate cash payment to acquire property | $ 717 | $ 208 | $ 265 | |||||
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 | 3 | ||||||
Minimum collateral coverage ratio. | 2.1 | 2.1 | ||||||
Debt to capitalization ratio | 0.60 | |||||||
Minimum liquidity | $ 500 | |||||||
Aggregate carrying amount assets pledged | $ 4,870 | $ 4,870 | ||||||
Cross default trigger under credit facility | 125 | |||||||
Commitment fee percentage at period end | 0.75% | |||||||
Credit facility amount outstanding | 0 | $ 0 | ||||||
Letters of credit issued and outstanding | 6 | 6 | ||||||
Credit facility available borrowing capacity | 767,000 | $ 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 | Adjusted LIBOR | ||||||||
Debt | ||||||||
Spread on variable rate basis (as a percent) | 3.25% | |||||||
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 | ||||||||
Aggregate principal amount outstanding | 439 | $ 439 | ||||||
Debt instrument face value | 439 | 349 | 439 | $ 90 | ||||
Aggregate cash payment to acquire property | 325 | 46 | ||||||
Non-cash capital addition | $ 82 | $ 300 | $ 382 | |||||
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 | 7.6 | 9.4 | 7.6 |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Feb. 26, 2021 USD ($) $ / shares | Sep. 11, 2020 USD ($) | Aug. 14, 2020 USD ($) | Jan. 17, 2020 USD ($) | Jan. 31, 2023 USD ($) | Aug. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | |
Debt | |||||||||||
Restricted cash and cash equivalents | $ 308 | $ 436 | |||||||||
Equity component of convertible debt instruments | $ 46 | ||||||||||
Issuance of debt in exchange transactions | 112 | 294 | 925 | ||||||||
Number of warrants issued to subscribe | shares | 22.2 | ||||||||||
Aggregate cash payment | 75 | 90 | 1,109 | ||||||||
Original debt in exchange | $ 1,500 | ||||||||||
Proceeds from issuance of debt | 175 | 743 | |||||||||
Fair value adjustment to bifurcated compound exchange feature | $ (157) | ||||||||||
2022 Private Exchange | |||||||||||
Debt | |||||||||||
Number of warrants issued to subscribe | shares | 6.7 | 6.7 | |||||||||
Gains (losses) on restructuring | $ 6 | ||||||||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Exchanged | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | $ 112 | 294 | 925 | ||||||||
Aggregate cash payment | 11 | 10 | |||||||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 0.50% | ||||||||||
Debt conversion ratio | 0.09729756 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 10.28 | ||||||||||
Shares issuable (in shares) | 4.7 | ||||||||||
Effective interest rate (as a percent) | 0.50% | ||||||||||
Fair value of debt | $ 48 | ||||||||||
Equity component of convertible debt instruments | $ 172 | 172 | |||||||||
Aggregate cash payment | $ 49 | $ 11 | |||||||||
Original debt in exchange | 323 | $ 397 | |||||||||
Gains (losses) on restructuring | $ 51 | $ 72 | |||||||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.08 | $ 0.12 | |||||||||
0.50% Exchangeable Senior Bonds due January 2023 | Perestroika AS | |||||||||||
Debt | |||||||||||
Original debt in exchange | $ 356 | ||||||||||
0.50% Exchangeable Senior Bonds due January 2023 | 2022 Private Exchange | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | $ 73 | ||||||||||
Original debt in exchange | 73 | ||||||||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 4% | ||||||||||
Debt conversion ratio | 0.19047620 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | ||||||||||
Shares issuable (in shares) | 56 | ||||||||||
Effective interest rate (as a percent) | 6.90% | ||||||||||
Fair value of debt | $ 355 | ||||||||||
Equity component of convertible debt instruments | $ 260 | ||||||||||
Issuance of debt in exchange transactions | $ 294 | $ 294 | |||||||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 2.50% | ||||||||||
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 | $ 244 | ||||||||||
Equity component of convertible debt instruments | 46 | ||||||||||
Issuance of debt in exchange transactions | $ 238 | $ 238 | |||||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | Perestroika AS | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | $ 213 | ||||||||||
8.00% Senior Notes due February 2027 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 8% | ||||||||||
Debt instrument face value | $ 750 | ||||||||||
Proceeds from issuance of debt | $ 743 | ||||||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 11.50% | ||||||||||
Issuance of debt in exchange transactions | $ 687 | 687 | |||||||||
Gains (losses) on restructuring | $ 355 | ||||||||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.58 | ||||||||||
Maximum percent of original aggregate principal | 40% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | Use of cash | |||||||||||
Debt | |||||||||||
Redemption price of debt instrument (as a percent) | 1% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | Use of cash from equity offering | |||||||||||
Debt | |||||||||||
Redemption price of debt instrument (as a percent) | 111.50% | ||||||||||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 4.625% | ||||||||||
Debt conversion ratio | 0.29066180 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 3.44 | ||||||||||
Shares issuable (in shares) | 87.2 | ||||||||||
Effective interest rate (as a percent) | 18.10% | ||||||||||
Fair value of debt | $ 483 | ||||||||||
Equity component of convertible debt instruments | 281 | ||||||||||
Debt instrument face value | $ 188 | ||||||||||
Amount to repurchase upon the occurrence of certain events (as a percent) | 115 | ||||||||||
Trading days for calculation of average stock price | 20 days | ||||||||||
Number of warrants issued to subscribe | shares | 15.5 | ||||||||||
Proceeds from issuance of debt | $ 188 | ||||||||||
Fair value adjustment to bifurcated compound exchange feature | $ (157) | ||||||||||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | 2022 Private Exchange | |||||||||||
Debt | |||||||||||
Debt instrument face value | 300 | ||||||||||
6.50% Senior Notes due November 2020 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.50% | ||||||||||
7.25% Senior Notes due November 2025 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 7.25% | ||||||||||
7.25% Senior Notes due November 2025 | 2022 Private Exchange | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | 39 | ||||||||||
Original debt in exchange | $ 43 | ||||||||||
6.875% Senior Secured Notes due February 2027 | |||||||||||
Debt | |||||||||||
Debt instrument interest rate stated percentage | 6.875% | ||||||||||
Senior Secured Notes | |||||||||||
Debt | |||||||||||
Restricted cash and cash equivalents | $ 276 | ||||||||||
Aggregate cash payment | $ 1,156 | ||||||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||||||
Aggregate carrying amount assets pledged | $ 5,450 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 24, 2024 | Jan. 30, 2023 | Dec. 15, 2021 | Feb. 26, 2021 | Nov. 16, 2020 | Jan. 17, 2020 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 193 | $ 402 | $ 3,131 | |||||||
Aggregate cash payment | 75 | 90 | 1,109 | |||||||
Aggregate principal amount of debt issued in exchanges | 112 | 294 | 925 | |||||||
Aggregate fair value of warrants issued in exchanges | 5 | |||||||||
Aggregate net gain (loss) | 8 | 51 | 533 | |||||||
Repayments of debt | $ 554 | 606 | 1,637 | |||||||
6.50% Senior Notes due November 2020 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 53 | |||||||||
Repayments of debt | $ 153 | |||||||||
Debt instrument interest rate stated percentage | 6.50% | |||||||||
6.375% Senior Notes due December 2021 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 183 | |||||||||
Repayments of debt | $ 38 | |||||||||
Debt instrument interest rate stated percentage | 6.375% | |||||||||
5.52% Senior Secured Notes due May 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 18 | |||||||||
Debt instrument interest rate stated percentage | 5.52% | |||||||||
3.80% Senior Notes due October 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 27 | 162 | ||||||||
Debt instrument interest rate stated percentage | 3.80% | |||||||||
0.50% Exchangeable Senior Bonds due January 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 91 | 323 | 401 | |||||||
Aggregate cash payment | $ 49 | $ 11 | ||||||||
Debt instrument interest rate stated percentage | 0.50% | |||||||||
5.375% Senior Secured Notes due May 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 11 | 146 | ||||||||
Aggregate cash payment | $ 122 | $ 121 | ||||||||
Debt instrument interest rate stated percentage | 5.375% | |||||||||
9.00% Senior Notes due July 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 714 | |||||||||
Debt instrument interest rate stated percentage | 9% | |||||||||
5.875% Senior Secured Notes due January 2024 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 68 | |||||||||
Aggregate cash payment | $ 311 | |||||||||
Debt instrument interest rate stated percentage | 5.875% | |||||||||
7.25% Senior Notes due November 2025 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 57 | 339 | ||||||||
Debt instrument interest rate stated percentage | 7.25% | |||||||||
7.50% Senior Notes due January 2026 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 181 | |||||||||
Debt instrument interest rate stated percentage | 7.50% | |||||||||
8.00% Senior Notes due February 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 138 | |||||||||
Redemption price of debt instrument (as a percent) | 100% | |||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||
7.45% Notes due April 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 35 | |||||||||
Debt instrument interest rate stated percentage | 7.45% | |||||||||
8.00% Debentures due April 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 35 | |||||||||
Debt instrument interest rate stated percentage | 8% | |||||||||
7.00% Notes due June 2028 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 39 | |||||||||
Debt instrument interest rate stated percentage | 7% | |||||||||
7.50% Notes due April 2031 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 192 | |||||||||
Debt instrument interest rate stated percentage | 7.50% | |||||||||
6.80% Senior Notes due March 2038 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 390 | |||||||||
Debt instrument interest rate stated percentage | 6.80% | |||||||||
7.35% Senior Notes due December 2041 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 123 | |||||||||
Debt instrument interest rate stated percentage | 7.35% | |||||||||
Aggregate of unspecified debt | ||||||||||
Debt | ||||||||||
Repayments of debt | $ 479 | 478 | 375 | |||||||
Redeemed | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 77 | 714 | ||||||||
Aggregate cash payment | 75 | 767 | ||||||||
Aggregate net gain (loss) | 2 | (65) | ||||||||
Redeemed | 5.52% Senior Secured Notes due May 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 18 | |||||||||
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 | 9.00% Senior Notes due July 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 714 | |||||||||
Redeemed | 7.25% Senior Notes due November 2025 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 14 | |||||||||
Tendered | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 360 | |||||||||
Aggregate cash payment | 222 | |||||||||
Aggregate net gain (loss) | 135 | |||||||||
Tendered | 6.50% Senior Notes due November 2020 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 38 | |||||||||
Tendered | 6.375% Senior Notes due December 2021 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 77 | |||||||||
Tendered | 3.80% Senior Notes due October 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 10 | |||||||||
Tendered | 5.375% Senior Secured Notes due May 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 103 | |||||||||
Tendered | 7.25% Senior Notes due November 2025 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 132 | |||||||||
Repurchased | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 79 | 147 | ||||||||
Aggregate cash payment | 79 | 110 | ||||||||
Aggregate net gain (loss) | 36 | |||||||||
Repurchased | 6.50% Senior Notes due November 2020 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 15 | |||||||||
Repurchased | 6.375% Senior Notes due December 2021 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 69 | |||||||||
Repurchased | 3.80% Senior Notes due October 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 16 | |||||||||
Repurchased | 0.50% Exchangeable Senior Bonds due January 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 4 | |||||||||
Repurchased | 5.375% Senior Secured Notes due May 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 11 | 43 | ||||||||
Repurchased | 5.875% Senior Secured Notes due January 2024 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 68 | |||||||||
Exchanged | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 116 | 323 | 1,910 | |||||||
Aggregate cash payment | 11 | 10 | ||||||||
Aggregate principal amount of debt issued in exchanges | 112 | 294 | 925 | |||||||
Aggregate fair value of warrants issued in exchanges | 5 | |||||||||
Aggregate net gain (loss) | 6 | 51 | 427 | |||||||
Exchanged | 6.375% Senior Notes due December 2021 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 37 | |||||||||
Exchanged | 3.80% Senior Notes due October 2022 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 136 | |||||||||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 73 | $ 323 | 397 | |||||||
Exchanged | 7.25% Senior Notes due November 2025 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 43 | 207 | ||||||||
Exchanged | 7.50% Senior Notes due January 2026 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 181 | |||||||||
Exchanged | 8.00% Senior Notes due February 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 138 | |||||||||
Exchanged | 7.45% Notes due April 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 35 | |||||||||
Exchanged | 8.00% Debentures due April 2027 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 35 | |||||||||
Exchanged | 7.00% Notes due June 2028 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 39 | |||||||||
Exchanged | 7.50% Notes due April 2031 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 192 | |||||||||
Exchanged | 6.80% Senior Notes due March 2038 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | 390 | |||||||||
Exchanged | 7.35% Senior Notes due December 2041 | ||||||||||
Debt | ||||||||||
Aggregate principal amount of debt retired | $ 123 |
Debt (Subsequent) (Details)
Debt (Subsequent) (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Feb. 24, 2024 | Jan. 30, 2023 | Feb. 26, 2021 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | |||||||
Proceeds from issuance of debt | $ 175 | $ 743 | |||||
Aggregate cash payment | 75 | $ 90 | $ 1,109 | ||||
Carrying amount of debt | $ 7,347 | 7,170 | |||||
8.375% Senior Secured Notes due February 2028 | |||||||
Debt | |||||||
Debt instrument face value | $ 525 | ||||||
Debt instrument interest rate stated percentage | 8.375% | ||||||
Proceeds from issuance of debt | $ 515 | ||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||
8.75% Senior Secured Notes Due February 2030 | |||||||
Debt | |||||||
Debt instrument face value | $ 1,175 | ||||||
Debt instrument interest rate stated percentage | 8.75% | ||||||
Proceeds from issuance of debt | $ 1,157 | ||||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 0.50% | ||||||
Aggregate cash payment | $ 49 | $ 11 | |||||
Carrying amount of debt | $ 49 | 140 | |||||
5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 5.375% | ||||||
Aggregate cash payment | $ 122 | 121 | |||||
Carrying amount of debt | $ 242 | 304 | |||||
Senior Secured Notes | |||||||
Debt | |||||||
Redemption price of debt instrument (as a percent) | 100% | ||||||
Aggregate cash payment | 1,156 | ||||||
5.875% Senior Secured Notes due January 2024 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 5.875% | ||||||
Aggregate cash payment | 311 | ||||||
Carrying amount of debt | $ 350 | 430 | |||||
7.75% Senior Secured Notes due October 2024 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.75% | ||||||
Aggregate cash payment | 240 | ||||||
Carrying amount of debt | $ 238 | 296 | |||||
6.25% Senior Secured Notes due December 2024 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 6.25% | ||||||
Aggregate cash payment | 250 | ||||||
Carrying amount of debt | $ 248 | 309 | |||||
6.125% Senior Secured Notes due August 2025 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 6.125% | ||||||
Aggregate cash payment | $ 336 | ||||||
Carrying amount of debt | $ 332 | $ 397 |
Postemployment Benefit Plans (D
Postemployment Benefit Plans (DefCont) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Postemployment Benefit Plans | |||
Contribution expense | $ 61 | $ 52 | $ 56 |
Postemployment Benefit Plans (C
Postemployment Benefit Plans (Costs) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Net periodic benefit costs, before tax | |||
Service cost | $ 1 | ||
Interest cost | $ 56 | $ 53 | 63 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Expected return on plan assets | $ (72) | $ (79) | (81) |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Settlements and curtailments | $ (2) | 13 | |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement and Curtailment Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Actuarial loss, net | $ 5 | $ 12 | 11 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Prior service gain, net | $ (2) | $ (2) | (2) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Net periodic benefit costs (income) | $ (13) | $ (18) | $ 5 |
U.S. | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 2.92% | 2.60% | 3.27% |
Expected rate of return (as a percent) | 4.81% | 5.51% | 5.90% |
U.S. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 3 | ||
U.S. | Unfunded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 3 | ||
Non-U.S. Plans | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 1.50% | 2.10% | |
Expected rate of return (as a percent) | 3.20% | 3.10% | |
U.K. | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 1.90% | ||
Expected rate of return (as a percent) | 2% | ||
U.K. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 1 | ||
Transocean Plans | U.S. | |||
Net periodic benefit costs, before tax | |||
Interest cost | $ 50 | $ 47 | $ 55 |
Expected return on plan assets | (65) | (66) | (67) |
Settlements and curtailments | 1 | ||
Actuarial loss, net | 5 | 11 | 9 |
Net periodic benefit costs (income) | (10) | (8) | (2) |
Transocean Plans | Non-U.S. Plans | |||
Net periodic benefit costs, before tax | |||
Service cost | 1 | ||
Interest cost | 6 | 8 | |
Expected return on plan assets | (13) | (14) | |
Settlements and curtailments | (2) | 12 | |
Actuarial loss, net | 1 | 1 | |
Net periodic benefit costs (income) | $ (8) | $ 8 | |
Transocean Plans | U.K. | |||
Net periodic benefit costs, before tax | |||
Interest cost | 6 | ||
Expected return on plan assets | (7) | ||
Net periodic benefit costs (income) | $ (1) | ||
OPEB Plans | |||
Weighted-average assumptions | |||
Discount rate (as a percent) | 1.83% | 1.21% | 2.39% |
Net periodic benefit costs, before tax | |||
Actuarial loss, net | $ 1 | ||
Prior service gain, net | $ (2) | $ (2) | (2) |
Net periodic benefit costs (income) | $ (2) | $ (2) | $ (1) |
Postemployment Benefit Plans (F
Postemployment Benefit Plans (Funded) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 2,085 | $ 2,225 | |
Actuarial gains, net | (511) | (94) | |
Service cost | $ 1 | ||
Interest cost | 56 | 53 | 63 |
Currency exchange rate changes | (37) | (2) | |
Benefits paid | (88) | (95) | |
Settlements | (2) | ||
Projected benefit obligation, end of period | 1,505 | 2,085 | 2,225 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 2,055 | 1,985 | |
Actual return on plan assets | (550) | 160 | |
Currency exchange rate changes | (45) | (3) | |
Employer contributions | 3 | 10 | 14 |
Benefits paid | (88) | (95) | |
Settlements | (2) | ||
Fair value of plan assets, end of period | 1,375 | 2,055 | 1,985 |
Funded status, end of period | (130) | (30) | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 44 | 102 | |
Pension liability, current | (4) | (4) | |
Pension liability, non-current | (170) | (128) | |
Accumulated other comprehensive loss (income), before taxes | 234 | 127 | |
Accumulated benefit obligation, end of period | 1,505 | 2,085 | |
Projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 1,317 | 153 | |
Fair value of plan assets | 1,143 | 20 | |
Accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 1,317 | 153 | |
Fair value of plan assets | 1,143 | 20 | |
Accumulated other comprehensive loss (income) that have not been recognized | |||
Actuarial loss, net | 239 | 135 | |
Prior service cost, net | (5) | (8) | |
Total amount expected to be recognized | 234 | 127 | |
Transocean Plans | |||
Change in plan assets | |||
Fair value of plan assets, beginning of period | 2,055 | ||
Fair value of plan assets, end of period | $ 1,375 | $ 2,055 | |
Transocean Plans | U.S. | |||
Weighted average assumptions | |||
Discount rate (as a percent) | 5.06% | 2.91% | |
Expected long-term rate of return (as a percent) | 6.41% | 4.82% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 1,724 | $ 1,825 | |
Actuarial gains, net | (391) | (72) | |
Interest cost | 50 | 47 | 55 |
Benefits paid | (76) | (76) | |
Projected benefit obligation, end of period | 1,307 | 1,724 | 1,825 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,621 | 1,565 | |
Actual return on plan assets | (403) | 131 | |
Employer contributions | 1 | 1 | |
Benefits paid | (76) | (76) | |
Fair value of plan assets, end of period | 1,143 | 1,621 | 1,565 |
Funded status, end of period | (164) | (103) | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 16 | ||
Pension liability, current | (1) | (1) | |
Pension liability, non-current | (163) | (118) | |
Accumulated other comprehensive loss (income), before taxes | 166 | 95 | |
Accumulated benefit obligation, end of period | 1,307 | 1,724 | |
Projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 1,307 | 140 | |
Fair value of plan assets | 1,143 | 20 | |
Accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 1,307 | 140 | |
Fair value of plan assets | 1,143 | 20 | |
Accumulated other comprehensive loss (income) that have not been recognized | |||
Actuarial loss, net | 166 | 95 | |
Total amount expected to be recognized | 166 | 95 | |
Transocean Plans | Non-U.S. Plans | |||
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | 348 | 384 | |
Actuarial gains, net | (21) | ||
Service cost | 1 | ||
Interest cost | 6 | 8 | |
Currency exchange rate changes | (2) | ||
Benefits paid | (17) | ||
Settlements | (2) | ||
Projected benefit obligation, end of period | 348 | 384 | |
Change in plan assets | |||
Fair value of plan assets, beginning of period | $ 434 | 420 | |
Actual return on plan assets | 29 | ||
Currency exchange rate changes | (3) | ||
Employer contributions | 7 | ||
Benefits paid | (17) | ||
Settlements | (2) | ||
Fair value of plan assets, end of period | 434 | 420 | |
Funded status, end of period | 86 | ||
Balance sheet classification, end of period: | |||
Pension asset, non-current | 86 | ||
Accumulated other comprehensive loss (income), before taxes | 42 | ||
Accumulated benefit obligation, end of period | $ 348 | ||
Transocean Plans | U.K. | |||
Weighted average assumptions | |||
Discount rate (as a percent) | 4.80% | 1.90% | |
Expected long-term rate of return (as a percent) | 5% | 2% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 348 | ||
Actuarial gains, net | (119) | ||
Interest cost | 6 | ||
Currency exchange rate changes | (37) | ||
Benefits paid | (10) | ||
Projected benefit obligation, end of period | 188 | $ 348 | |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 434 | ||
Actual return on plan assets | (147) | ||
Currency exchange rate changes | (45) | ||
Benefits paid | (10) | ||
Fair value of plan assets, end of period | 232 | 434 | |
Funded status, end of period | 44 | ||
Balance sheet classification, end of period: | |||
Pension asset, non-current | 44 | ||
Accumulated other comprehensive loss (income), before taxes | 76 | ||
Accumulated benefit obligation, end of period | 188 | ||
Accumulated other comprehensive loss (income) that have not been recognized | |||
Actuarial loss, net | 74 | 40 | |
Prior service cost, net | 2 | 2 | |
Total amount expected to be recognized | $ 76 | $ 42 | |
OPEB Plans | |||
Weighted average assumptions | |||
Discount rate (as a percent) | 4.92% | 1.83% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 13 | $ 16 | |
Actuarial gains, net | (1) | (1) | |
Benefits paid | (2) | (2) | |
Projected benefit obligation, end of period | 10 | 13 | $ 16 |
Change in plan assets | |||
Employer contributions | 2 | 2 | |
Benefits paid | (2) | (2) | |
Funded status, end of period | (10) | (13) | |
Balance sheet classification, end of period: | |||
Pension liability, current | (3) | (3) | |
Pension liability, non-current | (7) | (10) | |
Accumulated other comprehensive loss (income), before taxes | (8) | (10) | |
Accumulated benefit obligation, end of period | 10 | 13 | |
Projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 10 | 13 | |
Accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 10 | 13 | |
Accumulated other comprehensive loss (income) that have not been recognized | |||
Actuarial loss, net | (1) | ||
Prior service cost, net | (7) | (10) | |
Total amount expected to be recognized | $ (8) | $ (10) |
Postemployment Benefit Plans (A
Postemployment Benefit Plans (Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of plan assets | |||
Total investments | $ 1,375 | $ 2,055 | $ 1,985 |
Funding contributions | |||
Employer contributions | 3 | $ 10 | 14 |
Expected defined plan contributions next year | 4 | ||
Projected pension benefits payments | |||
2023 | 92 | ||
2024 | 93 | ||
2025 | 93 | ||
2026 | 92 | ||
2027 | 93 | ||
2028-2032 | $ 479 | ||
U.S. | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100% | 100% | |
Total actual allocation percentage | 100% | 100% | |
U.S. | Equity securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 38% | 38% | |
Total actual allocation percentage | 38% | 38% | |
U.S. | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 62% | 62% | |
Total actual allocation percentage | 61% | 62% | |
U.S. | Other investments | |||
Weighted-average target allocations of the investments | |||
Total actual allocation percentage | 1% | ||
U.K. | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100% | 100% | |
Total actual allocation percentage | 100% | 100% | |
U.K. | Equity securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 20% | 19% | |
Total actual allocation percentage | 24% | 19% | |
U.K. | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 80% | 81% | |
Total actual allocation percentage | 74% | 80% | |
U.K. | Other investments | |||
Weighted-average target allocations of the investments | |||
Total actual allocation percentage | 2% | 1% | |
Transocean Plans | |||
Fair value of plan assets | |||
Total investments | $ 1,375 | $ 2,055 | |
Funding contributions | |||
Expected defined plan contributions next year | 1 | ||
Transocean Plans | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,141 | 1,613 | |
Transocean Plans | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 234 | 442 | |
Transocean Plans | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 1,365 | 2,046 | |
Transocean Plans | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,131 | 1,604 | |
Transocean Plans | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 234 | 442 | |
Transocean Plans | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 301 | 421 | |
Transocean Plans | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 301 | 421 | |
Transocean Plans | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 193 | 276 | |
Transocean Plans | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 132 | 184 | |
Transocean Plans | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 61 | 92 | |
Transocean Plans | Bond funds | |||
Fair value of plan assets | |||
Total investments | 871 | 1,349 | |
Transocean Plans | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 698 | 999 | |
Transocean Plans | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 173 | 350 | |
Transocean Plans | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 10 | 9 | |
Transocean Plans | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 10 | 9 | |
Transocean Plans | U.S. | |||
Fair value of plan assets | |||
Total investments | 1,143 | 1,621 | 1,565 |
Funding contributions | |||
Employer contributions | 1 | 1 | |
Projected pension benefits payments | |||
2023 | 83 | ||
2024 | 84 | ||
2025 | 84 | ||
2026 | 85 | ||
2027 | 85 | ||
2028-2032 | 428 | ||
Transocean Plans | U.S. | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,137 | 1,610 | |
Transocean Plans | U.S. | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | 11 | |
Transocean Plans | U.S. | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 1,137 | 1,615 | |
Transocean Plans | U.S. | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,131 | 1,604 | |
Transocean Plans | U.S. | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | 11 | |
Transocean Plans | U.S. | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 301 | 421 | |
Transocean Plans | U.S. | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 301 | 421 | |
Transocean Plans | U.S. | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 136 | 191 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 132 | 184 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 7 | |
Transocean Plans | U.S. | Bond funds | |||
Fair value of plan assets | |||
Total investments | 700 | 1,003 | |
Transocean Plans | U.S. | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 698 | 999 | |
Transocean Plans | U.S. | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 2 | 4 | |
Transocean Plans | U.S. | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 6 | 6 | |
Transocean Plans | U.S. | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | 6 | |
Transocean Plans | Non-U.S. Plans | |||
Fair value of plan assets | |||
Total investments | 434 | $ 420 | |
Funding contributions | |||
Employer contributions | 7 | ||
Transocean Plans | U.K. | |||
Fair value of plan assets | |||
Total investments | 232 | 434 | |
Projected pension benefits payments | |||
2023 | 6 | ||
2024 | 6 | ||
2025 | 6 | ||
2026 | 7 | ||
2027 | 8 | ||
2028-2032 | 50 | ||
Transocean Plans | U.K. | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 3 | |
Transocean Plans | U.K. | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 228 | 431 | |
Transocean Plans | U.K. | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 228 | 431 | |
Transocean Plans | U.K. | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 228 | 431 | |
Transocean Plans | U.K. | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 57 | 85 | |
Transocean Plans | U.K. | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 57 | 85 | |
Transocean Plans | U.K. | Bond funds | |||
Fair value of plan assets | |||
Total investments | 171 | 346 | |
Transocean Plans | U.K. | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 171 | 346 | |
Transocean Plans | U.K. | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 4 | 3 | |
Transocean Plans | U.K. | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 3 | |
OPEB Plans | |||
Funding contributions | |||
Employer contributions | 2 | $ 2 | |
Expected defined plan contributions next year | 3 | ||
Projected pension benefits payments | |||
2023 | 3 | ||
2024 | 3 | ||
2025 | 3 | ||
2028-2032 | $ 1 |
Income Taxes (Exp) (Details)
Income Taxes (Exp) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Effective tax rate | (10.40%) | (25.70%) | (5.10%) |
Components of provision (benefit) for income taxes | |||
Current tax expense (benefit) | $ 13 | $ (7) | $ (33) |
Deferred tax expense | 46 | 128 | 60 |
Income tax expense | 59 | 121 | 27 |
Income tax expense reconciliation | |||
Income tax benefit at Swiss federal statutory rate | (44) | (36) | (42) |
Earnings subject to rates different than the Swiss federal statutory rate | $ 52 | 78 | 82 |
Swiss Federal Act on Tax Reform and AHV Financing | 7.83% | ||
Changes in valuation allowance | $ 79 | 1,167 | (31) |
Audit settlement | 12 | ||
Withholding taxes | 12 | 10 | 6 |
Deemed profits taxes | 10 | 17 | 19 |
Changes in unrecognized tax benefits, net | 2 | (43) | (15) |
Operating structural changes | (162) | 16 | |
Losses on impairment | 5 | 52 | |
Base erosion and anti-abuse tax | 5 | ||
U.S. Coronavirus Aid, Relief, and Economic Security Act | (28) | ||
Swiss Federal Act on Tax Reform and AHV Financing | 96 | (1,095) | |
Other, net | 2 | 2 | (21) |
Income tax expense | 59 | 121 | $ 27 |
Swiss historic depreciation and financing asset costs | $ 1,226 | $ 1,333 |
Income Taxes (Deferred) (Detail
Income Taxes (Deferred) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income taxes | |||
Changes in valuation allowance | $ 79 | $ 1,167 | $ (31) |
Deferred tax assets | |||
Swiss historic depreciation and financing asset costs | 1,226 | 1,333 | |
Net operating loss carryforwards | 1,115 | 915 | |
Interest expense limitation | 77 | 67 | |
United Kingdom charter limitation | 53 | 53 | |
Accrued expenses | 36 | 23 | |
Tax credits | 11 | 19 | |
Deferred income | 7 | 7 | |
Accrued payroll expenses not currently deductible | 18 | 2 | |
Loss contingencies | 4 | 2 | |
Other | 43 | 31 | |
Valuation allowance | (1,910) | (1,820) | |
Total deferred tax assets | 680 | 632 | |
Deferred tax liabilities | |||
Depreciation | (1,150) | (1,052) | |
Contract intangible amortization | (11) | ||
Other | (10) | (9) | |
Total deferred tax liabilities | (1,160) | (1,072) | |
Deferred tax assets (liabilities), net | (480) | (440) | |
U.S. foreign tax credit carryforwards | 11 | 19 | |
NOLs that are not subject to expiration dates | 682 | ||
NOLs that are subject to expiration dates | 433 | ||
Reconciliation of unrecognized tax benefits, excluding interest and penalties | |||
Balance, beginning of period | 402 | 378 | 335 |
Additions for current year tax positions | 28 | 28 | 90 |
Additions for prior year tax positions | 62 | 46 | 11 |
Reductions related to statute of limitation expirations and changes in law | (13) | (19) | (7) |
Reductions due to settlements | (5) | (31) | |
Reductions for prior year tax positions | (30) | (51) | |
Balance, end of period | 444 | 402 | 378 |
Unrecognized tax benefits | |||
Unrecognized tax benefits, excluding interest and penalties | 444 | 402 | 378 |
Interest and penalties | 27 | 33 | |
Unrecognized tax benefits, including interest and penalties | 471 | 435 | |
Interest and penalties related to unrecognized tax benefits recognized as a component of income tax expense | 6 | 8 | $ (7) |
Unrecognized benefits netted against NOL deferred tax assets | 383 | ||
Amount if recognized that would impact tax rate | 88 | ||
Swiss TRAF | |||
Income taxes | |||
Changes in valuation allowance | 1,100 | 1,170 | |
Deferred tax assets | |||
Total deferred tax assets | 1,230 | 1,330 | |
Deferred tax liabilities | |||
Total deferred tax liabilities | $ (226) | $ (238) |
Income Taxes (Tax Returns) (Det
Income Taxes (Tax Returns) (Details) - 12 months ended Dec. 31, 2022 - Brazil R$ in Millions, $ in Millions | BRL (R$) | USD ($) |
Corporate income tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 668 | $ 126 |
Indirect tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 72 | $ 14 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||
Net loss attributable to controlling interest | $ (621) | $ (592) | $ (567) |
Weighted-average shares for per share calculation, basic (in shares) | 699 | 637 | 615 |
Weighted-average shares for per share calculation, diluted (in shares) | 699 | 637 | 615 |
Loss per share, basic (in dollars per share) | $ (0.89) | $ (0.93) | $ (0.92) |
Loss per share, diluted (in dollars per share) | $ (0.89) | $ (0.93) | $ (0.92) |
Convertible debt | |||
Earnings per share | |||
Securities excluded from earnings per share calculation (in shares) | 128.1 | 104.4 | 84 |
Share-based awards | |||
Earnings per share | |||
Securities excluded from earnings per share calculation (in shares) | 15.5 | 12.6 | 10.8 |
Commitments and Contingencies_2
Commitments and Contingencies (PurchOb) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Supply agreement | |
Future Purchase obligations | |
2023 | $ 124 |
2024 | 138 |
2025 | 143 |
2026 | 147 |
2027 | 119 |
Thereafter | 165 |
Total | 836 |
New builds | |
Future Purchase obligations | |
2023 | 36 |
2024 | 2 |
Total | $ 38 |
Commitments and Contingencies_3
Commitments and Contingencies (Letters of credit and surety bonds) (Details) - Letters of credit and surety bonds - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Letters of credit and surety bonds | ||
Outstanding letters of credit | $ 8 | $ 18 |
Surety bonds outstanding | 161 | 146 |
Aggregate cash collateral | $ 7 | $ 8 |
Commitments and Contingencies_4
Commitments and Contingencies (Legal proceedings) (Details) - Asbestos litigation | Dec. 31, 2022 plaintiff lawsuit |
Contingencies | |
Number of claims | lawsuit | 238 |
Louisiana | |
Contingencies | |
Number of claims | 7 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 12 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity | ||||
Proceeds from issuance of shares, net of issue costs | $ 263 | $ 158 | ||
ATM Program | ||||
Equity | ||||
Maximum value shares to be issued | $ 435 | $ 400 | ||
Proceeds from issuance of shares, net of issue costs | $ 263 | $ 158 | ||
Issuance of shares (in shares) | 61 | 36.1 |
Equity (Warrants) (Details)
Equity (Warrants) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | |
Warrants | ||
Number of warrants issued to subscribe | 22.2 | |
Exercise price | $ 3.71 | |
Stock price trigger | $ 10 | |
Estimated fair value | $ 16 | $ 16 |
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | ||
Warrants | ||
Debt instrument interest rate stated percentage | 4.625% | |
Number of warrants issued to subscribe | 15.5 |
Equity (Shares held by subsidia
Equity (Shares held by subsidiaries) (Details) shares in Millions | Dec. 31, 2022 subsidiary shares | Dec. 31, 2021 shares |
Equity | ||
Number of subsidiaries to whom shares were issued | subsidiary | 1 | |
Number of shares held by subsidiary | shares | 75.4 | 72.7 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Share Based Compensation | |
Shares authorized under the plan | 85.7 |
Shares available for grant under the plan | 13.6 |
Total unrecognized compensation costs related to all unvested share based awards | $ | $ 38 |
Weighted average period over compensation costs are expected to be recognized | 1 year 8 months 12 days |
Service awards | |
Share Based Compensation | |
Vesting period | 3 years |
General term of awards after they are vested | 7 years |
Performance awards | |
Share Based Compensation | |
Vesting period | 1 year |
Measurement period | 3 years |
Share-Based Compensation (Non o
Share-Based Compensation (Non options) (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Service awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 10,662,865 | ||
Granted (in shares) | 6,768,943 | 6,148,361 | 7,093,421 |
Vested (in shares) | (5,075,374) | (4,368,749) | (2,817,155) |
Forfeited (in shares) | (308,934) | ||
Outstanding at the end of the period (in shares) | 12,047,500 | 10,662,865 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 3.13 | ||
Granted (in dollars per share) | 3.60 | $ 3.56 | $ 1.41 |
Vested (in dollars per share) | 3.47 | ||
Forfeited (in dollars per share) | 3.29 | ||
Outstanding at the end of the period (in dollars per share) | $ 3.25 | $ 3.13 | |
Additional disclosure | |||
Total grant date fair value | $ 18 | $ 16 | $ 24 |
Performance awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 5,389,390 | ||
Granted (in shares) | 3,519,857 | 3,025,512 | 2,530,460 |
Vested (in shares) | (2,363,878) | ||
Outstanding at the end of the period (in shares) | 6,545,369 | 5,389,390 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 2.59 | ||
Granted (in dollars per share) | 3.91 | $ 3.70 | $ 1.80 |
Vested (in dollars per share) | 1.80 | ||
Outstanding at the end of the period (in dollars per share) | $ 3.81 | $ 2.59 | |
Additional disclosure | |||
Total grant date fair value | $ 5 | $ 11 | $ 11 |
Share-Based Compensation (Optio
Share-Based Compensation (Options) (Details) - Service awards - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock option activity | |||
Outstanding at the beginning of the period (in shares) | 4,263,274 | ||
Forfeited (in shares) | (25,155) | ||
Expired (in shares) | (62,599) | ||
Outstanding at the end of the period (in shares) | 4,175,520 | 4,263,274 | |
Vested and exercisable at the end of the period (in shares) | 4,175,520 | ||
Weighted-average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 11.45 | ||
Forfeited (in dollars per share) | 50.79 | ||
Expired (in dollars per share) | 50.79 | ||
Outstanding at the end of the period (in dollars per share) | 10.63 | $ 11.45 | |
Vested and exercisable at the end of the period (in dollars per share) | $ 10.63 | ||
Additional disclosure | |||
Weighted-average remaining contractual term, outstanding | 4 years 9 months 25 days | 5 years 8 months 12 days | |
Weighted-average remaining contractual term, vested and exercisable at the end of the period | 4 years 9 months 25 days | ||
Total grant-date fair value of awards vested | $ 4 | $ 9 | $ 12 |
Unvested stock options outstanding (in shares) | 482,688 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other current liabilities | ||
Accrued employee benefits and payroll-related liabilities | $ 156 | $ 178 |
Accrued interest | 113 | 121 |
Accrued taxes, other than income | 41 | 52 |
Finance lease liability | $ 40 | $ 40 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other current liabilities | Total other current liabilities |
Operating lease liability | $ 7 | $ 8 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other current liabilities | Total other current liabilities |
Deferred revenues | $ 124 | $ 83 |
Contingent liabilities | 58 | 60 |
Other | 3 | |
Total other current liabilities | 539 | 545 |
Other long-term liabilities | ||
Postemployment benefit plan obligations | 170 | 128 |
Finance lease noncurrent | $ 323 | $ 366 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total other long-term liabilities | Total other long-term liabilities |
Operating leases noncurrent | $ 100 | $ 109 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total other long-term liabilities | Total other long-term liabilities |
Income taxes payable | $ 129 | $ 157 |
Deferred revenues | 204 | 265 |
Other | 39 | 43 |
Total other long-term liabilities | $ 965 | $ 1,068 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 26, 2021 | Sep. 11, 2020 | Aug. 14, 2020 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2022 | Sep. 30, 2022 | |
Certain cash operating activities | ||||||||||
Cash payments for interest | $ 355 | $ 429 | $ 593 | |||||||
Cash payments for income taxes | 66 | 57 | 70 | |||||||
Non-cash investing and financing activities | ||||||||||
Capital additions, accrued at end of period | 31 | 28 | 15 | |||||||
Issuance of debt in exchange transactions | 112 | 294 | 925 | |||||||
Settlement of finance lease payments | 41 | |||||||||
Equity component of exchangeable debt | 46 | |||||||||
Number of warrants issued to subscribe | 22.2 | |||||||||
Fair value of warrants | $ 5 | 5 | ||||||||
Changes in other operating assets and liabilities | ||||||||||
(Increase) decrease in accounts receivable | (15) | 137 | 67 | |||||||
Increase in other assets | (12) | (13) | (113) | |||||||
Increase (decrease) in accounts payable and other current liabilities | 8 | (52) | (254) | |||||||
Increase (decrease) in other long-term liabilities | (2) | (3) | 2 | |||||||
Change in income taxes receivable / payable, net | (42) | (17) | (69) | |||||||
Change in receivables from / payables to affiliates, net | (12) | (15) | 14 | |||||||
Net change in operating assets and liabilities | $ (75) | 37 | (353) | |||||||
2022 Private Exchange | ||||||||||
Non-cash investing and financing activities | ||||||||||
Number of warrants issued to subscribe | 6.7 | 6.7 | 6.7 | |||||||
Fair value of warrants | $ 5 | $ 5 | ||||||||
4.50% Shipyard Loan due June 2027 | ||||||||||
Non-cash investing and financing activities | ||||||||||
Non-cash capital addition | $ 82 | $ 300 | $ 382 | |||||||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | ||||||||
Debt instrument face value | $ 439 | 349 | $ 439 | $ 90 | ||||||
Issuance of debt in business combination | $ 82 | $ 300 | 382 | |||||||
4.625% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||||||||
Non-cash investing and financing activities | ||||||||||
Issuance of debt in exchange transactions | $ 112 | |||||||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||||||||
Non-cash investing and financing activities | ||||||||||
Issuance of debt in exchange transactions | $ 294 | $ 294 | ||||||||
Debt instrument interest rate stated percentage | 4% | 4% | ||||||||
Equity component of exchangeable debt | $ 260 | |||||||||
11.50% Senior Guaranteed Notes due January 2027 | ||||||||||
Non-cash investing and financing activities | ||||||||||
Issuance of debt in exchange transactions | $ 687 | 687 | ||||||||
Debt instrument interest rate stated percentage | 11.50% | 11.50% | ||||||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||||||||||
Non-cash investing and financing activities | ||||||||||
Issuance of debt in exchange transactions | $ 238 | $ 238 | ||||||||
Debt instrument interest rate stated percentage | 2.50% | 2.50% | ||||||||
Equity component of exchangeable debt | $ 46 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Financial instruments | ||
Carrying amount of debt | $ 7,347 | $ 7,170 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 683 | 976 |
Restricted cash and cash equivalents | 308 | 436 |
Long-term loans receivable from unconsolidated affiliates | 41 | 36 |
Carrying amount of debt | 7,347 | 7,170 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 683 | 976 |
Restricted cash and cash equivalents | 308 | 436 |
Long-term loans receivable from unconsolidated affiliates | 43 | 33 |
Carrying amount of debt | $ 6,412 | $ 5,661 |
Risk Concentration (Details)
Risk Concentration (Details) | 12 Months Ended |
Dec. 31, 2022 employee | |
Labor Agreements | |
Number of employees | 5,340 |
Number of employees engaged through contract labor providers | 300 |
Unionized Employees | Workforce Subject to Collective Bargaining | |
Labor Agreements | |
Percentage of concentration | 43% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts receivable | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | $ 2 | $ 2 | |
Charge to cost and expenses | 0 | 0 | $ 0 |
Charge to other accounts | 2 | ||
Balance at the end of the period | 2 | 2 | 2 |
Allowance for obsolete materials and supplies | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | 183 | 143 | 127 |
Charge to cost and expenses | 16 | 43 | 25 |
Deductions | 3 | 9 | |
Balance at the end of the period | 199 | 183 | 143 |
Valuation allowance on deferred tax assets | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | 1,820 | 685 | 716 |
Charge to cost and expenses | 79 | 1,167 | (31) |
Charge to other accounts | 11 | ||
Deductions | 32 | ||
Balance at the end of the period | $ 1,910 | $ 1,820 | $ 685 |