Debt | Note 7—Debt Overview Outstanding debt Principal amount Carrying amount September 30, December 31, September 30, December 31, 2024 2023 2024 2023 7.25% Senior Notes due November 2025 $ — $ 354 $ — $ 352 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 234 234 226 221 7.50% Senior Notes due January 2026 — 569 — 567 11.50% Senior Guaranteed Notes due January 2027 — 687 — 938 6.875% Senior Secured Notes due February 2027 330 413 328 409 8.00% Senior Notes due February 2027 655 612 653 609 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 359 420 336 384 8.375% Senior Secured Notes due February 2028 525 525 517 518 7.00% Notes due June 2028 261 261 263 264 8.00% Senior Secured Notes due September 2028 295 325 291 321 8.25% Senior Notes due May 2029 900 — 886 — 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 259 259 344 486 8.75% Senior Secured Notes due February 2030 999 1,116 980 1,094 7.50% Notes due April 2031 396 396 395 395 8.50% Senior Notes due May 2031 900 — 886 — 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,974 7,032 6,960 7,413 Less debt due within one year 11.50% Senior Guaranteed Notes due January 2027 — — — 71 6.875% Senior Secured Notes due February 2027 83 83 81 81 4.50% Shipyard Loans due September 2027 120 90 107 75 8.375% Senior Secured Notes due February 2028 100 — 97 — 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 480 320 457 370 Total long-term debt $ 6,494 $ 6,712 $ 6,503 $ 7,043 Scheduled maturities Total Twelve months ending September 30, 2025 $ 480 2026 767 2027 1,293 2028 664 2029 1,276 Thereafter 2,494 Total principal amount of debt 6,974 Total unamortized debt-related balances, net (211) Bifurcated compound exchange feature, at estimated fair value 197 Total carrying amount of debt $ 6,960 Credit agreement Secured Credit Facility Term SOFR 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 $200 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 permits, subject to certain conditions, the ability to pay dividends and repurchase our shares. 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 or otherwise cured, could cause us to lose access to the Secured Credit Facility. At September 30, 2024, based on the credit rating of the Secured Credit Facility as of that date, the facility fee was 0.625 percent. At September 30, 2024, we had no borrowings outstanding, $12 million of letters of credit issued, and we had $564 million of available borrowing capacity under the 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 45 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 290.6618 $ 3.44 75 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% $ 261 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.3% $ 418 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 Nine months ended September 30, September 30, 2024 2023 2024 2023 Contractual interest $ 6 6 $ 16 $ 19 Amortization 5 5 15 15 Bifurcated compound exchange feature (74) 93 (153) 272 Total $ (63) 104 $ (122) $ 306 The indenture governing the 4.625% Senior Guaranteed Exchangeable Bonds contains a compound exchange feature that, in addition to the exchange terms presented 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. At September 30, 2024 and December 31, 2023, the carrying amount of the bifurcated compound exchange feature was $197 million and $350 million, respectively. Exchanges In July 2023, the holders of the remaining outstanding $25 million aggregate principal amount of 2.50% Senior Guaranteed Exchangeable Bonds exchanged such bonds under the terms of the governing indenture at the applicable exchange rate of 162.1626 Transocean Ltd. shares per $1,000 note. As part of the transaction, we delivered 4.0 million Transocean Ltd. shares. Debt issuance Senior notes percent In June 2024, as partial consideration to acquire the outstanding 67.0 percent ownership interest in Orion, we issued $130 million aggregate principal amount of 8.00% Senior Notes with an equivalent aggregate fair value as additional debt securities under the indenture governing such notes. See Note 4—Unconsolidated Affiliates Note 6—Long-Lived Assets Note 11—Equity 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 Early debt retirement Tendered and redeemed notes Nine months ended September 30, 2024 2023 Tendered Redeemed Total Redeemed 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 249 105 354 — 7.50% Senior Notes due January 2026 — 569 569 — 11.50% Senior Guaranteed Notes due January 2027 596 91 687 — 8.00% Senior Notes due February 2027 — 87 87 — Aggregate principal amount of debt retired $ 845 $ 852 $ 1,697 $ 1,380 Aggregate cash payment $ 886 $ 862 $ 1,748 $ 1,402 Aggregate net gain, three-month period $ — $ 21 $ 21 $ — Aggregate net gain (loss), nine-month period $ 144 $ 17 $ 161 $ (32) |