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. |