Debt | Note 7—Debt Overview Outstanding debt Principal amount Carrying amount March 31, December 31 March 31, December 31 2024 2023 2024 2023 7.25% Senior Notes due November 2025 $ 354 $ 354 $ 352 $ 352 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 234 234 223 221 7.50% Senior Notes due January 2026 569 569 567 567 11.50% Senior Guaranteed Notes due January 2027 687 687 903 938 6.875% Senior Secured Notes due February 2027 371 413 369 409 8.00% Senior Notes due February 2027 612 612 609 609 7.45% Notes due April 2027 52 52 52 52 8.00% Debentures due April 2027 22 22 22 22 4.50% Shipyard Loans due September 2027 405 420 374 384 8.375% Senior Secured Notes due February 2028 525 525 518 518 7.00% Notes due June 2028 261 261 264 264 8.00% Senior Secured Notes due September 2028 325 325 321 321 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 259 259 479 486 8.75% Senior Secured Notes due February 2030 1,058 1,116 1,036 1,094 7.50% Notes due April 2031 396 396 395 395 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,917 7,032 7,265 7,413 Less debt due within one year 11.50% Senior Guaranteed Notes due January 2027 — — 71 71 6.875% Senior Secured Notes due February 2027 83 83 81 81 4.50% Shipyard Loans due September 2027 105 90 91 75 8.375% Senior Secured Notes due February 2028 50 — 48 — 8.00% Senior Secured Notes due September 2028 60 30 59 30 8.75% Senior Secured Notes due February 2030 117 117 113 113 Total debt due within one year 415 320 463 370 Total long-term debt $ 6,502 $ 6,712 $ 6,802 $ 7,043 Scheduled maturities Principal Other Total installments installments installments Twelve months ending March 31, 2025 $ 415 $ 71 $ 486 2026 1,660 72 1,732 2027 1,979 72 2,051 2028 442 — 442 2029 509 — 509 Thereafter 1,912 — 1,912 Total installments $ 6,917 $ 215 7,132 Total unamortized debt-related balances, net (207) Bifurcated compound exchange feature, at estimated fair value 340 Total carrying amount of debt $ 7,265 Credit agreement Secured Credit Facility Subsequent event and thereafter reduce the borrowing capacity to $510 million through June 22, 2028 (the “Amended Secured Credit Facility”). Throughout the term of the Amended Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment, which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Amended Secured Credit Facility. We may borrow under the Amended Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus a margin and a Term SOFR spread adjustment of 0.10 percent. The Amended 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 $325 million and available cash is less than $250 million. The Amended Secured Credit Facility permits us to increase the aggregate amount of commitments by up to $250 million. The Amended Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. The Amended 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 $200 million. The Amended 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 permits, subject to certain conditions, the ability to pay dividends and repurchase our shares. In order to utilize the Amended Secured Credit Facility, we must, at the time of the borrowing request, be in full compliance with the terms and conditions of the Amended 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 Amended 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 or otherwise cured, could cause us to lose access to the Amended Secured Credit Facility. Exchangeable bonds Exchange terms Implied Exchange exchange Shares rate price issuable 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.4762 $ 5.25 44.5 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 290.6618 $ 3.44 75.3 The exchange rates, presented above, are subject to adjustment upon the occurrence of certain events. The 4.00% senior guaranteed exchangeable bonds due December 2025 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 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. Effective interest rates and fair values Effective Fair interest rate value 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% $ 335 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.3% $ 562 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. Interest expense Three months ended March 31, 2024 2023 Contractual interest $ 5 $ 7 Amortization 5 5 Bifurcated compound exchange feature (10) 133 Total $ — $ 145 The 4.625% Senior Guaranteed Exchangeable Bonds contain a compound exchange feature that, in addition to the exchange terms presented below, 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. At March 31, 2024 and December 31, 2023, the carrying amount of the bifurcated compound exchange feature was $340 million and $350 million, respectively. Debt issuance Senior secured notes 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 $1.148 billion aggregate cash proceeds, net of issue costs. 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 Subsequent events Early debt retirement During the three months ended March 31, 2023, we redeemed and retired certain notes, for which the aggregate principal amounts, cash payments and recognized loss were as follows (in millions): Three months ended March 31, 2023 5.375% Senior Secured Notes due May 2023 $ 243 5.875% Senior Secured Notes due January 2024 311 7.75% Senior Secured Notes due October 2024 240 6.25% Senior Secured Notes due December 2024 250 6.125% Senior Secured Notes due August 2025 336 7.25% Senior Notes due November 2025 — Aggregate principal amount of debt retired $ 1,380 Aggregate cash payment $ 1,402 Aggregate net loss $ (32) Subsequent events |