Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38373 | |
Entity Registrant Name | Transocean Ltd | |
Entity Incorporation, State or Country Code | V8 | |
Entity Tax Identification Number | 98-0599916 | |
Entity Address, Address Line One | Turmstrasse 30 | |
Entity Address, City or Town | Steinhausen | |
Entity Address, Country | CH | |
Entity Address, Postal Zip Code | 6312 | |
City Area Code | +41 (41) | |
Local Phone Number | 749-0500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 617,298,955 | |
Entity Central Index Key | 0001451505 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Shares | |
Trading Symbol | RIG | |
Security Exchange Name | NYSE | |
0.50% Exchangeable Senior Bonds due January 2023 | ||
Document and Entity Information | ||
Title of 12(b) Security | 0.50% Exchangeable Senior Bonds due 2023 | |
Trading Symbol | RIG/23 | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating revenues | ||
Contract drilling revenues | $ 653 | $ 759 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | ||
Operating and maintenance | $ 435 | $ 540 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 187 | $ 206 |
General and administrative | 39 | 43 |
Total costs and expenses | 661 | 789 |
Loss on impairment | (168) | |
Lloss on disposal of assets, net | (59) | (1) |
Operating loss | (67) | (199) |
Other income (expense), net | ||
Interest income | 3 | 9 |
Interest expense, net of amounts capitalized | (115) | (160) |
Gain (loss) on retirement of debt | 51 | (57) |
Other, net | 9 | 12 |
Total other income (expense), net | (52) | (196) |
Loss before income tax expense | (119) | (395) |
Income tax benefit | (21) | (4) |
Net loss | (98) | (391) |
Net income attributable to noncontrolling interest | 1 | 1 |
Net loss attributable to controlling interest | $ (99) | $ (392) |
Loss per share, basic and diluted (in dollars per share) | $ (0.16) | $ (0.64) |
Weighted average shares, basic and diluted (in shares) | 617 | 614 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (98) | $ (391) |
Net income attributable to noncontrolling interest | 1 | 1 |
Net loss attributable to controlling interest | (99) | (392) |
Components of net periodic benefit costs before reclassifications | (5) | (9) |
Components of net periodic benefit costs reclassified to net loss | 1 | 2 |
Other comprehensive loss before income taxes | (4) | (7) |
Other comprehensive loss | (4) | (7) |
Other comprehensive loss attributable to controlling interest | (4) | (7) |
Total comprehensive loss | (102) | (398) |
Total comprehensive income attributable to noncontrolling interest | 1 | 1 |
Total comprehensive loss attributable to controlling interest | $ (103) | $ (399) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 1,066 | $ 1,154 |
Accounts receivable, net of allowance of $2 at March 31, 2021 and December 31, 2020 | 511 | 583 |
Materials and supplies, net of allowance of $144 and $143 at March 31, 2021 and December 31, 2020, respectively | 433 | 434 |
Restricted cash and cash equivalents | 388 | 406 |
Other current assets | 161 | 163 |
Total current assets | 2,559 | 2,740 |
Property and equipment | 23,020 | 23,040 |
Less accumulated depreciation | (5,541) | (5,373) |
Property and equipment, net | 17,479 | 17,667 |
Contract intangible assets | 337 | 393 |
Deferred income taxes, net | 11 | 9 |
Other assets | 974 | 995 |
Total assets | 21,360 | 21,804 |
Liabilities and equity | ||
Accounts payable | 189 | 194 |
Accrued income taxes | 29 | 28 |
Debt due within one year | 524 | 505 |
Other current liabilities | 561 | 659 |
Total current liabilities | 1,303 | 1,386 |
Long-term debt | 7,096 | 7,302 |
Deferred income taxes, net | 319 | 315 |
Other long-term liabilities | 1,302 | 1,366 |
Total long-term liabilities | 8,717 | 8,983 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 824,650,668 authorized, 142,363,647 conditionally authorized, 639,676,165 issued and 617,288,705 outstanding at March 31, 2021, and 824,650,660 authorized, 142,363,647 conditionally authorized, 639,676,165 issued and 615,140,276 outstanding at December 31, 2020 | 60 | 60 |
Additional paid-in capital | 13,508 | 13,501 |
Accumulated deficit | (1,965) | (1,866) |
Accumulated other comprehensive loss | (267) | (263) |
Total controlling interest shareholders' equity | 11,336 | 11,432 |
Noncontrolling interest | 4 | 3 |
Total equity | 11,340 | 11,435 |
Total liabilities and equity | $ 21,360 | $ 21,804 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Mar. 31, 2021USD ($)shares | Mar. 31, 2021SFr / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, net of allowance | $ | $ 144 | $ 143 | ||
Shares, CHF par value (in Swiss francs per share) | SFr / shares | SFr 0.10 | SFr 0.10 | ||
Shares, authorized | 824,650,668 | 824,650,660 | ||
Shares, conditionally authorized | 142,363,647 | 142,363,647 | ||
Shares, issued | 639,676,165 | 639,676,165 | ||
Shares, outstanding | 617,288,705 | 615,140,276 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total controlling interest shareholders' equityPeriod of Adoption, Adjustment | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Accumulated deficitPeriod of Adoption, Adjustment | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2019 | $ (2) | $ 11,862 | $ 59 | $ 13,424 | $ (2) | $ (1,297) | $ (324) | $ 5 | $ (2) | $ 11,867 |
Increase (Decrease) in Shareholders' Equity | ||||||||||
Share-based compensation | 8 | 8 | 8 | |||||||
Issuance of shares under share-based compensation plans | 1 | (1) | ||||||||
Net loss attributable to controlling interest | (392) | (392) | ||||||||
Other comprehensive loss attributable to controlling interest | (7) | (7) | ||||||||
Total comprehensive loss attributable to controlling interest | (399) | (399) | ||||||||
Total comprehensive income attributable to noncontrolling interest | 1 | |||||||||
Total comprehensive loss | (398) | |||||||||
Balance at Mar. 31, 2020 | 11,469 | 60 | 13,431 | (1,691) | (331) | 6 | 11,475 | |||
Balance at Dec. 31, 2019 | $ (2) | 11,862 | 59 | 13,424 | $ (2) | (1,297) | (324) | 5 | $ (2) | 11,867 |
Balance at Dec. 31, 2020 | 11,432 | 60 | 13,501 | (1,866) | (263) | 3 | 11,435 | |||
Increase (Decrease) in Shareholders' Equity | ||||||||||
Share-based compensation | 7 | 7 | 7 | |||||||
Net loss attributable to controlling interest | (99) | (99) | ||||||||
Other comprehensive loss attributable to controlling interest | (4) | (4) | ||||||||
Total comprehensive loss attributable to controlling interest | (103) | (103) | ||||||||
Total comprehensive income attributable to noncontrolling interest | 1 | |||||||||
Total comprehensive loss | (102) | |||||||||
Balance at Mar. 31, 2021 | $ 11,336 | $ 60 | $ 13,508 | $ (1,965) | $ (267) | $ 4 | $ 11,340 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (98) | $ (391) |
Adjustments to reconcile to net cash provided by operating activities: | ||
Contract intangible asset amortization | 56 | 48 |
Depreciation and amortization | 187 | 206 |
Share-based compensation expense | 7 | 8 |
Loss on impairment | 168 | |
Loss on disposal of assets, net | 59 | 1 |
(Gain) loss on retirement of debt | (51) | 57 |
Deferred income tax expense | 2 | 10 |
Other, net | 7 | 18 |
Changes in deferred revenues, net | (37) | 5 |
Changes in deferred costs, net | 3 | (11) |
Changes in other operating assets and liabilities, net | (39) | (167) |
Net cash provided by (used in) operating activities | 96 | (48) |
Cash flows from investing activities | ||
Capital expenditures | (59) | (107) |
Proceeds from disposal of assets, net | 6 | 1 |
Investments in unconsolidated affiliates | (6) | |
Net cash used in investing activities | (53) | (112) |
Cash flows from financing activities | ||
Proceeds from issuance of debt, net of issue costs | 743 | |
Repayments of debt | (139) | (909) |
Other, net | (10) | (9) |
Net cash used in financing activities | (149) | (175) |
Net decrease in unrestricted and restricted cash and cash equivalents | (106) | (335) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,560 | 2,349 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,454 | $ 2,014 |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
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. We specialize in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our mobile offshore drilling fleet is considered one of the most versatile fleets in the world. We contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells. As of March 31, 2021, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, including 27 ultra-deepwater floaters and 10 harsh environment floaters. As of March 31, 2021, we were constructing two ultra-deepwater drillships. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Presentation Form 10-K filed on March 1, 2021 Accounting estimates Fair value measurements |
Accounting Standards Update
Accounting Standards Update | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update | |
Accounting Standards Update | Note 3—Accounting Standards Update Recently adopted accounting standards Debt with conversion and other options Note 7—Debt |
Unconsolidated Affiliates
Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2021 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 4—Unconsolidated Affiliates Equity investments Transocean Norge . Orion, our most significant equity investment, and in the three months ending June 30, 2021, we expect to make an additional $33 million cash contribution to Orion. At March 31, 2021 and December 31, 2020, the aggregate carrying amount of our equity investments was $139 million and $138 million, respectively, recorded in other assets, of which the aggregate carrying amount of our equity investment in Orion was $105 million and $104 million, respectively. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenues | |
Revenues | Note 5—Revenues Overview Disaggregation Three months ended March 31, 2021 Three months ended March 31, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 266 $ — $ 170 $ 436 $ 287 $ — $ 241 $ 528 Harsh environment floaters 4 202 11 217 — 207 13 220 Midwater floaters — — — — — — 11 11 Total contract drilling revenues $ 270 $ 202 $ 181 $ 653 $ 287 $ 207 $ 265 $ 759 Contract liabilities March 31, December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 115 $ 133 Deferred contract revenues, recorded in other long-term liabilities 304 323 Total contract liabilities $ 419 $ 456 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (44) (41) Increase due to goods and services transferred over time 7 46 Total contract liabilities, end of period $ 419 $ 534 |
Drilling Fleet
Drilling Fleet | 3 Months Ended |
Mar. 31, 2021 | |
Drilling Fleet | |
Drilling Fleet | Note 6—Drilling Fleet Construction work in progress Three months ended March 31, 2021 2020 Construction work in progress, beginning of period $ 828 $ 753 Capital expenditures Newbuild construction program 45 50 Other equipment and construction projects 14 57 Total capital expenditures 59 107 Changes in accrued capital additions (7) (24) Property and equipment placed into service (14) (62) Construction work in progress, end of period $ 866 $ 774 Impairments of assets held and used received for the assets in the principal or most advantageous markets for the assets in an orderly transaction between participants as of the measurement date. Our estimate of fair value required us to use significant other observable inputs, representative of Level 2 fair value measurements, including the marketability of the rig and prices of comparable rigs that may be sold for scrap value. Impairments of assets held for sale Polar Pioneer Songa Dee Sedco 711 Sedco 714, Dispositions Leiv Eiriksson |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt | |
Debt | Note 7—Debt Overview Outstanding debt Principal amount Carrying amount March 31, December 31, March 31, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 $ 38 $ 38 $ 38 $ 38 5.52% Senior Secured Notes due May 2022 89 111 88 111 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 463 139 462 5.375% Senior Secured Notes due May 2023 362 364 359 360 5.875% Senior Secured Notes due January 2024 544 585 536 577 7.75% Senior Secured Notes due October 2024 360 360 354 354 6.25% Senior Secured Notes due December 2024 375 375 370 369 6.125% Senior Secured Notes due August 2025 435 468 428 461 7.25% Senior Notes due November 2025 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 — 260 — 7.50% Senior Notes due January 2026 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 274 277 11.50% Senior Guaranteed Notes due January 2027 687 687 1,113 1,139 6.875% Senior Secured Notes due February 2027 550 550 543 542 8.00% Senior Notes due February 2027 612 612 607 606 7.45% Notes due April 2027 52 52 51 51 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 266 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 7,249 7,376 7,620 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 38 38 38 38 5.52% Senior Secured Notes due May 2022 71 93 70 92 5.375% Senior Secured Notes due May 2023 47 47 46 46 5.875% Senior Secured Notes due January 2024 83 83 80 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 60 60 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 61 6.875% Senior Secured Notes due February 2027 34 — 32 — Total debt due within one year 461 449 524 505 Total long-term debt $ 6,788 $ 6,927 $ 7,096 $ 7,302 Scheduled maturities Principal Other installments installments Total Twelve months ending March 31, 2022 $ 461 $ 76 $ 537 2023 588 76 664 2024 895 77 972 2025 516 77 593 2026 1,527 78 1,605 Thereafter 3,262 78 3,340 Total installments of debt $ 7,249 $ 462 7,711 Total debt-related balances, net (91) Total carrying amount of debt $ 7,620 Interest rate adjustments Secured Credit Facility Note 10—Contingencies Exchangeable bonds Exchange terms Implied Exchange exchange rate price 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.47620 5.25 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 162.16260 6.17 The exchange rates of our exchangeable bonds, identified above, are subject to adjustment upon the occurrence of certain events. The 0.50% Exchangeable Senior Bonds 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 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 4.00% 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. Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 104 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 280 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 195 We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model and by using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads of our debt and expected volatility of the market price for our shares. Related balances Debt issuances Senior guaranteed exchangeable bonds Debt retirements Guaranteed senior unsecured notes Debt retirements During the three months ended March 31, 2021 and 2020, we retired certain notes as a result of redemption, private exchanges and open market repurchases. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions): Three months ended March 31, 2021 Three months ended March 31, 2020 Exchanged Repurchased Total Redeemed Repurchased Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ 8 $ 8 6.375% Senior Notes due December 2021 — — — — 38 38 3.80% Senior Notes due October 2022 — — — — 3 3 0.50% Exchangeable Senior Bonds due January 2023 323 — 323 — — — 5.375% Senior Secured Notes due May 2023 — 1 1 — 6 6 9.00% Senior Notes due July 2023 — — — 714 — 714 Aggregate principal amount retired $ 323 $ 1 $ 324 $ 714 $ 55 $ 769 Aggregate cash payment $ 11 $ 1 $ 12 $ 767 $ 46 $ 813 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ (65) $ 8 $ (57) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 8—Income Taxes Tax provision and rate Tax returns Brazil tax investigations aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL 641 million, equivalent to approximately $114 million, and indirect tax of BRL 96 million, equivalent to $17 million. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these proposed assessments could have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Other tax matters |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share | |
Loss Per Share | Note 9—Loss Per Share The computation of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended March 31, 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (99) $ (392) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 616 613 Effect of share-based awards 1 1 Weighted-average shares for per share calculation 617 614 Loss per share, basic and diluted $ (0.16) $ (0.64) In the three months ended March 31, 2021 and 2020, we excluded from the calculation 13.8 million and 11.1 million shares issuable, respectively, pursuant to share-based awards since the effect would have been antidilutive. In the three months ended March 31, 2021 and 2020, we excluded from the calculation 92.9 million and 84.0 million shares issuable, respectively, upon exchange of the 0.50% Exchangeable Senior Bonds, the 2.50% Senior Guaranteed Exchangeable Bonds and the 4.00% Senior Guaranteed Exchangeable Bonds since the effect would have been antidilutive. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Contingencies | |
Contingencies | Note 10—Contingencies Legal proceedings Debt exchange litigation and purported notice of default— On September 23, 2020, we filed an answer to the Claim with the Court and asserted counterclaims seeking a declaratory judgment that, among other matters, the Internal Reorganization did not cause a default under the indenture governing the 8.00% Senior Notes. Concurrently, with our answer and counterclaims, we also submitted a motion for summary judgment seeking an expedited judgment on our request for declaratory judgment. Whitebox subsequently submitted a cross motion for summary judgment seeking dismissal of our counterclaims. On November 30, 2020, while awaiting the Court’s ruling on our motion for summary judgment, we amended certain of our financing documents and implemented certain internal reorganization transactions, which resolved the allegations contained in the purported notices of default. On December 17, 2020, the Court issued its ruling granting our motion for summary judgment and denying the plaintiff’s cross motion for summary judgment, holding, among other matters, that the allegations contained in the purported notice of default did not constitute a default under the indenture governing the 8.00% Senior Notes. Whitebox has appealed the Court’s ruling. The facts alleged in the purported notice of default under the 8.00% Senior Notes were the same as the facts underlying the Claim and the purported notice of default under the 7.25% Senior Notes. Accordingly, following the amendment and internal reorganization transactions on November 30, 2020, and the subsequent ruling from the Court granting our motion for summary judgment, we do not expect the liability, if any, resulting from these matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Asbestos litigation One of our subsidiaries has been 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 March 31, 2021, the subsidiary was a defendant in approximately 256 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 September 2018, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that provided the subsidiary with cash and an annuity. Together with a coverage-in-place agreement with certain insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. Other matters Environmental matters We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several. One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information, we do not expect the ultimate liability, if any, resulting from all environmental matters and known potential legal claims that are likely to be asserted, to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments | |
Financial Instruments | Note 11—Financial Instruments Overview March 31, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 1,066 $ 1,066 $ 1,154 $ 1,154 Restricted cash and cash equivalents 388 388 406 406 Long-term debt, including current maturities 7,620 5,503 7,807 4,820 Cash and cash equivalents Restricted cash and cash equivalents Long-term debt, including current maturities Note 7—Debt |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies | |
Presentation | Presentation Form 10-K filed on March 1, 2021 |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended March 31, 2021 Three months ended March 31, 2020 U.S. Norway Other Total U.S. Norway Other Total Ultra-deepwater floaters $ 266 $ — $ 170 $ 436 $ 287 $ — $ 241 $ 528 Harsh environment floaters 4 202 11 217 — 207 13 220 Midwater floaters — — — — — — 11 11 Total contract drilling revenues $ 270 $ 202 $ 181 $ 653 $ 287 $ 207 $ 265 $ 759 |
Schedule of contract balances and changes | March 31, December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 115 $ 133 Deferred contract revenues, recorded in other long-term liabilities 304 323 Total contract liabilities $ 419 $ 456 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (44) (41) Increase due to goods and services transferred over time 7 46 Total contract liabilities, end of period $ 419 $ 534 |
Drilling Fleet (Tables)
Drilling Fleet (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Drilling Fleet | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Three months ended March 31, 2021 2020 Construction work in progress, beginning of period $ 828 $ 753 Capital expenditures Newbuild construction program 45 50 Other equipment and construction projects 14 57 Total capital expenditures 59 107 Changes in accrued capital additions (7) (24) Property and equipment placed into service (14) (62) Construction work in progress, end of period $ 866 $ 774 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of debt | Principal amount Carrying amount March 31, December 31, March 31, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 $ 38 $ 38 $ 38 $ 38 5.52% Senior Secured Notes due May 2022 89 111 88 111 3.80% Senior Notes due October 2022 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 140 463 139 462 5.375% Senior Secured Notes due May 2023 362 364 359 360 5.875% Senior Secured Notes due January 2024 544 585 536 577 7.75% Senior Secured Notes due October 2024 360 360 354 354 6.25% Senior Secured Notes due December 2024 375 375 370 369 6.125% Senior Secured Notes due August 2025 435 468 428 461 7.25% Senior Notes due November 2025 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 294 — 260 — 7.50% Senior Notes due January 2026 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 238 238 274 277 11.50% Senior Guaranteed Notes due January 2027 687 687 1,113 1,139 6.875% Senior Secured Notes due February 2027 550 550 543 542 8.00% Senior Notes due February 2027 612 612 607 606 7.45% Notes due April 2027 52 52 51 51 8.00% Debentures due April 2027 22 22 22 22 7.00% Notes due June 2028 261 261 265 266 7.50% Notes due April 2031 396 396 394 394 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 7,249 7,376 7,620 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 38 38 38 38 5.52% Senior Secured Notes due May 2022 71 93 70 92 5.375% Senior Secured Notes due May 2023 47 47 46 46 5.875% Senior Secured Notes due January 2024 83 83 80 80 7.75% Senior Secured Notes due October 2024 60 60 58 58 6.25% Senior Secured Notes due December 2024 62 62 60 60 6.125% Senior Secured Notes due August 2025 66 66 64 64 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 — — 6 6 11.50% Senior Guaranteed Notes due January 2027 — — 70 61 6.875% Senior Secured Notes due February 2027 34 — 32 — Total debt due within one year 461 449 524 505 Total long-term debt $ 6,788 $ 6,927 $ 7,096 $ 7,302 |
Scheduled maturities of debt | Principal Other installments installments Total Twelve months ending March 31, 2022 $ 461 $ 76 $ 537 2023 588 76 664 2024 895 77 972 2025 516 77 593 2026 1,527 78 1,605 Thereafter 3,262 78 3,340 Total installments of debt $ 7,249 $ 462 7,711 Total debt-related balances, net (91) Total carrying amount of debt $ 7,620 |
Schedule of debt retirements | Three months ended March 31, 2021 Three months ended March 31, 2020 Exchanged Repurchased Total Redeemed Repurchased Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ 8 $ 8 6.375% Senior Notes due December 2021 — — — — 38 38 3.80% Senior Notes due October 2022 — — — — 3 3 0.50% Exchangeable Senior Bonds due January 2023 323 — 323 — — — 5.375% Senior Secured Notes due May 2023 — 1 1 — 6 6 9.00% Senior Notes due July 2023 — — — 714 — 714 Aggregate principal amount retired $ 323 $ 1 $ 324 $ 714 $ 55 $ 769 Aggregate cash payment $ 11 $ 1 $ 12 $ 767 $ 46 $ 813 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ (65) $ 8 $ (57) |
Exchanged | |
Schedule of debt | Exchange terms Implied Exchange exchange rate price 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.47620 5.25 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 162.16260 6.17 Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 104 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 280 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 195 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Loss Per Share | |
Loss Per Share | The computation of basic and diluted loss per share were as follows (in millions, except per share data): Three months ended March 31, 2021 2020 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (99) $ (392) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 616 613 Effect of share-based awards 1 1 Weighted-average shares for per share calculation 617 614 Loss per share, basic and diluted $ (0.16) $ (0.64) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | March 31, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 1,066 $ 1,066 $ 1,154 $ 1,154 Restricted cash and cash equivalents 388 388 406 406 Long-term debt, including current maturities 7,620 5,503 7,807 4,820 |
Business (Details)
Business (Details) | Mar. 31, 2021item |
Number of mobile offshore drilling units | 37 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 27 |
Number of mobile offshore drilling units under construction | 2 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 10 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Investments | |||
Investment in unconsolidated affiliate | $ 6 | ||
Aggregate carrying amount of equity investment | $ 139 | $ 138 | |
Transocean Norge | |||
Investments | |||
Ownership percentage | 33.00% | ||
Investment in unconsolidated affiliate | $ 6 | ||
Aggregate carrying amount of equity investment | $ 105 | $ 104 | |
Payment Three | Transocean Norge | |||
Investments | |||
Investment in unconsolidated affiliate | $ 33 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue | |||
Recognized pre-operating costs | $ 14 | $ 9 | |
Unrecognized pre-operating costs | 14 | $ 20 | |
Contract drilling revenues | 653 | 759 | |
Ultra-deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 436 | 528 | |
Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | 217 | 220 | |
Midwater floaters | |||
Revenue | |||
Contract drilling revenues | 11 | ||
U.S. | |||
Revenue | |||
Contract drilling revenues | 270 | 287 | |
U.S. | Ultra-deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 266 | 287 | |
U.S. | Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | 4 | ||
Norway | |||
Revenue | |||
Contract drilling revenues | 202 | 207 | |
Norway | Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | 202 | 207 | |
Other | |||
Revenue | |||
Contract drilling revenues | 181 | 265 | |
Other | Ultra-deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 170 | 241 | |
Other | Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | $ 11 | 13 | |
Other | Midwater floaters | |||
Revenue | |||
Contract drilling revenues | $ 11 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Contract balances | ||||
Deferred contract revenues, recorded in other current liabilities | $ 115 | $ 133 | ||
Deferred contract revenues, recorded in other long-term liabilities | 304 | 323 | ||
Total contract liabilities | $ 419 | $ 456 | $ 534 | $ 529 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Significant changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 456 | $ 529 |
Decrease due to recognition of revenues for goods and services | (44) | (41) |
Increase due to goods and services transferred over time | 7 | 46 |
Total contract liabilities, at end of period | $ 419 | $ 534 |
Drilling Fleet (Details)
Drilling Fleet (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 59 | $ 107 |
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 | 828 | 753 |
Total capital expenditures | 59 | 107 |
Changes in accrued capital additions | (7) | (24) |
Property and equipment placed into service | (14) | (62) |
Construction work in progress, at end of period | 866 | 774 |
New builds | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | 45 | 50 |
Other equipment and construction projects | ||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | ||
Total capital expenditures | $ 14 | $ 57 |
Drilling Fleet (Impairment held
Drilling Fleet (Impairment held and used) (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Impairment of assets held and used | |
Loss associated with impairment, net of tax (per share) | $ / shares | $ 0.23 |
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 |
Drilling Fleet (Impairment he_2
Drilling Fleet (Impairment held for sale) (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / shares | |
Drilling Fleet | |
Aggregate loss on impairment of assets held for sale | $ 137 |
Aggregate loss on impairment of assets held for sale, net of tax | $ 136 |
Loss associated with impairment, net of tax (per share) | $ / shares | $ 0.23 |
Drilling Fleet (Disposal) (Deta
Drilling Fleet (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Dispositions | ||
Net cash proceeds from sale of assets | $ 6 | $ 1 |
Gain (loss) on the sale of assets | (59) | $ (1) |
Assets sold, not discontinued operations | Rig sales | ||
Dispositions | ||
Net cash proceeds from sale of assets | 4 | |
Gain (loss) on the sale of assets | $ (60) | |
Gain (loss) on the sale of assets per diluted share | $ (0.10) | |
Gain (loss) on disposal of assets, tax effect | $ 0 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Principal amount | ||
Total installments of debt | $ 7,249 | $ 7,376 |
Debt due within one year | 461 | 449 |
Long-term debt | 6,788 | 6,927 |
Carrying amount | ||
Total debt | 7,620 | 7,807 |
Debt due within one year | 524 | 505 |
Long-term debt | 7,096 | 7,302 |
6.375% Senior Notes due December 2021 | ||
Principal amount | ||
Total installments of debt | 38 | 38 |
Debt due within one year | 38 | 38 |
Carrying amount | ||
Total debt | $ 38 | 38 |
Debt instrument interest rate stated percentage | 6.375% | |
5.52% Senior Secured Notes due May 2022 | ||
Principal amount | ||
Total installments of debt | $ 89 | 111 |
Debt due within one year | 71 | 93 |
Carrying amount | ||
Total debt | 88 | 111 |
Debt due within one year | $ 70 | 92 |
Debt instrument interest rate stated percentage | 5.52% | |
3.80% Senior Notes due October 2022 | ||
Principal amount | ||
Total installments of debt | $ 27 | 27 |
Carrying amount | ||
Total debt | $ 27 | 27 |
Debt instrument interest rate stated percentage | 3.80% | |
0.50% Exchangeable Senior Bonds due January 2023 | ||
Principal amount | ||
Total installments of debt | $ 140 | 463 |
Carrying amount | ||
Total debt | $ 139 | 462 |
Debt instrument interest rate stated percentage | 0.50% | |
5.375% Senior Secured Notes due May 2023 | ||
Principal amount | ||
Total installments of debt | $ 362 | 364 |
Debt due within one year | 47 | 47 |
Carrying amount | ||
Total debt | 359 | 360 |
Debt due within one year | $ 46 | 46 |
Debt instrument interest rate stated percentage | 5.375% | |
5.875% Senior Secured Notes due January 2024 | ||
Principal amount | ||
Total installments of debt | $ 544 | 585 |
Debt due within one year | 83 | 83 |
Carrying amount | ||
Total debt | 536 | 577 |
Debt due within one year | $ 80 | 80 |
Debt instrument interest rate stated percentage | 5.875% | |
7.75% Senior Secured Notes due October 2024 | ||
Principal amount | ||
Total installments of debt | $ 360 | 360 |
Debt due within one year | 60 | 60 |
Carrying amount | ||
Total debt | 354 | 354 |
Debt due within one year | $ 58 | 58 |
Debt instrument interest rate stated percentage | 7.75% | |
6.25% Senior Secured Notes due December 2024 | ||
Principal amount | ||
Total installments of debt | $ 375 | 375 |
Debt due within one year | 62 | 62 |
Carrying amount | ||
Total debt | 370 | 369 |
Debt due within one year | $ 60 | 60 |
Debt instrument interest rate stated percentage | 6.25% | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Principal amount | ||
Total installments of debt | $ 294 | |
Carrying amount | ||
Total debt | $ 260 | |
Debt instrument interest rate stated percentage | 4.00% | |
6.125% Senior Secured Notes due August 2025 | ||
Principal amount | ||
Total installments of debt | $ 435 | 468 |
Debt due within one year | 66 | 66 |
Carrying amount | ||
Total debt | 428 | 461 |
Debt due within one year | $ 64 | 64 |
Debt instrument interest rate stated percentage | 6.125% | |
7.25% Senior Notes due November 2025 | ||
Principal amount | ||
Total installments of debt | $ 411 | 411 |
Carrying amount | ||
Total debt | $ 406 | 405 |
Debt instrument interest rate stated percentage | 7.25% | |
7.50% Senior Notes due January 2026 | ||
Principal amount | ||
Total installments of debt | $ 569 | 569 |
Carrying amount | ||
Total debt | $ 565 | 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 | 274 | 277 |
Debt due within one year | $ 6 | 6 |
Debt instrument interest rate stated percentage | 2.50% | |
11.50% Senior Guaranteed Notes due January 2027 | ||
Principal amount | ||
Total installments of debt | $ 687 | 687 |
Carrying amount | ||
Total debt | 1,113 | 1,139 |
Debt due within one year | $ 70 | 61 |
Debt instrument interest rate stated percentage | 11.50% | |
6.875% Senior Secured Notes due February 2027 | ||
Principal amount | ||
Total installments of debt | $ 550 | 550 |
Debt due within one year | 34 | |
Carrying amount | ||
Total debt | 543 | 542 |
Debt due within one year | $ 32 | |
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 | $ 607 | 606 |
Debt instrument interest rate stated percentage | 8.00% | |
7.45% Notes due April 2027 | ||
Principal amount | ||
Total installments of debt | $ 52 | 52 |
Carrying amount | ||
Total debt | $ 51 | 51 |
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 | 8.00% | |
7.00% Notes due June 2028 | ||
Principal amount | ||
Total installments of debt | $ 261 | 261 |
Carrying amount | ||
Total debt | $ 265 | 266 |
Debt instrument interest rate stated percentage | 7.00% | |
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% |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Scheduled maturities of debt | ||
Total installments of debt | $ 7,249 | $ 7,376 |
Total Installments | ||
Scheduled maturities of debt | ||
2022 | 537 | |
2023 | 664 | |
2024 | 972 | |
2025 | 593 | |
2026 | 1,605 | |
Thereafter | 3,340 | |
Total installments of debt | 7,711 | |
Total debt-related balances, net | (91) | |
Total carrying amount of debt | 7,620 | |
Principal installments | ||
Scheduled maturities of debt | ||
2022 | 461 | |
2023 | 588 | |
2024 | 895 | |
2025 | 516 | |
2026 | 1,527 | |
Thereafter | 3,262 | |
Total installments of debt | 7,249 | |
Other installments | ||
Scheduled maturities of debt | ||
2022 | 76 | |
2023 | 76 | |
2024 | 77 | |
2025 | 77 | |
2026 | 78 | |
Thereafter | 78 | |
Total installments of debt | $ 462 |
Debt (Interest and Facility) (D
Debt (Interest and Facility) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
6.375% Senior Notes due December 2021 | |
Debt | |
Debt instrument interest rate stated percentage | 6.375% |
Interest rate, as adjusted (as a percent) | 8.375% |
3.80% Senior Notes due October 2022 | |
Debt | |
Debt instrument interest rate stated percentage | 3.80% |
Interest rate, as adjusted (as a percent) | 5.80% |
7.35% Senior Notes due December 2041 | |
Debt | |
Debt instrument interest rate stated percentage | 7.35% |
Interest rate, as adjusted (as a percent) | 9.35% |
Five-Year Revolving Credit Facility | |
Debt | |
Borrowing capacity, maximum | $ 1,300 |
Commitment fee percentage at period end | 0.875% |
Credit facility amount outstanding | $ 0 |
Letters of credit issued and outstanding | 25 |
Credit facility available borrowing capacity | $ 1,300 |
Five-Year Revolving Credit Facility | Minimum | |
Debt | |
Commitment fee percentage at period end | 0.375% |
Five-Year Revolving Credit Facility | Maximum | |
Debt | |
Commitment fee percentage at period end | 1.00% |
Five-Year Revolving Credit Facility | Adjusted LIBOR | |
Debt | |
Spread on variable rate basis (as a percent) | 3.375% |
Percentage reduction to the calculated variable rate | 1.00% |
Five-Year Revolving Credit Facility | Adjusted LIBOR | Minimum | |
Debt | |
Spread on variable rate basis (as a percent) | 2.625% |
Five-Year Revolving Credit Facility | Adjusted LIBOR | Maximum | |
Debt | |
Spread on variable rate basis (as a percent) | 3.375% |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, $ in Millions | Feb. 26, 2021USD ($)$ / shares | Jan. 17, 2020USD ($) | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt | |||||
Issuance of debt in exchange transactions | $ 294 | ||||
Aggregate cash payment | 12 | $ 813 | |||
Proceeds from issuance of debt | $ 743 | ||||
Exchanged | |||||
Debt | |||||
Issuance of debt in exchange transactions | 294 | ||||
Aggregate cash payment | $ 11 | ||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||
Debt | |||||
Debt conversion ratio | 0.09729756 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 10.28 | ||||
Effective interest rate (as a percent) | 0.50% | ||||
Fair value of debt | $ 104 | ||||
Equity component of convertible debt instruments | $ 172 | $ 172 | |||
Aggregate cash payment | $ 11 | ||||
Original debt in exchange | 323 | ||||
Gains (losses) on restructuring | $ 51 | ||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.08 | ||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | |||||
Debt | |||||
Debt conversion ratio | 0.19047620 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | ||||
Effective interest rate (as a percent) | 6.90% | ||||
Fair value of debt | $ 280 | ||||
Equity component of convertible debt instruments | $ 260 | ||||
Issuance of debt in exchange transactions | $ 294 | ||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | |||||
Debt | |||||
Debt conversion ratio | 0.16216260 | ||||
Debt conversion (in dollars per share) | $ / shares | $ 6.17 | ||||
Effective interest rate (as a percent) | 0.00% | ||||
Fair value of debt | $ 195 | ||||
8.00% Senior Notes due February 2027 | |||||
Debt | |||||
Debt instrument face value | $ 750 | ||||
Proceeds from issuance of debt | $ 743 | ||||
Redemption price of debt instrument (as a percent) | 100.00% |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Debt | |||
Debt retirement | $ 324 | $ 769 | |
Aggregate cash payment | 12 | 813 | |
Aggregate principal amount of debt issued in exchanges | 294 | ||
Aggregate net gain (loss) | $ 51 | (57) | |
6.50% Senior Notes due November 2020 | |||
Debt | |||
Debt instrument interest rate stated percentage | 6.50% | ||
Debt retirement | 8 | ||
6.375% Senior Notes due December 2021 | |||
Debt | |||
Debt instrument interest rate stated percentage | 6.375% | ||
Debt retirement | 38 | ||
3.80% Senior Notes due October 2022 | |||
Debt | |||
Debt instrument interest rate stated percentage | 3.80% | ||
Debt retirement | 3 | ||
0.50% Exchangeable Senior Bonds due January 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 0.50% | ||
Debt retirement | $ 323 | ||
Aggregate cash payment | $ 11 | ||
5.375% Senior Secured Notes due May 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 5.375% | ||
Debt retirement | $ 1 | 6 | |
9.00% Senior Notes due July 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 9.00% | ||
Debt retirement | 714 | ||
Redeemed | |||
Debt | |||
Debt retirement | 714 | ||
Aggregate cash payment | 767 | ||
Aggregate net gain (loss) | (65) | ||
Redeemed | 9.00% Senior Notes due July 2023 | |||
Debt | |||
Debt retirement | 714 | ||
Repurchased | |||
Debt | |||
Debt retirement | $ 1 | 55 | |
Aggregate cash payment | 1 | 46 | |
Aggregate net gain (loss) | 8 | ||
Repurchased | 6.50% Senior Notes due November 2020 | |||
Debt | |||
Debt retirement | 8 | ||
Repurchased | 6.375% Senior Notes due December 2021 | |||
Debt | |||
Debt retirement | 38 | ||
Repurchased | 3.80% Senior Notes due October 2022 | |||
Debt | |||
Debt retirement | 3 | ||
Repurchased | 5.375% Senior Secured Notes due May 2023 | |||
Debt | |||
Debt retirement | 1 | $ 6 | |
Exchanged | |||
Debt | |||
Debt retirement | 323 | ||
Aggregate cash payment | 11 | ||
Aggregate principal amount of debt issued in exchanges | 294 | ||
Aggregate net gain (loss) | 51 | ||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | |||
Debt | |||
Debt retirement | $ 323 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes | ||
Effective tax rate | 17.80% | 1.10% |
Income tax benefit | $ (21) | $ (4) |
Various discrete tax items expense (benefit) | $ (27) | $ (20) |
Annual effective tax rate excluding discrete items (as a percent) | (5.70%) | (9.50%) |
Income Taxes (Tax Returns) (Det
Income Taxes (Tax Returns) (Details) - Brazil R$ in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2021BRL (R$) | Mar. 31, 2021USD ($) | Mar. 31, 2020BRL (R$) | Mar. 31, 2020USD ($) | |
Corporate income tax | ||||
Income Tax Examination | ||||
Net adjustments of additional taxes, including interest and penalties | R$ 641 | $ 114 | ||
Indirect tax | ||||
Income Tax Examination | ||||
Net adjustments of additional taxes, including interest and penalties | R$ 96 | $ 17 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator for loss per share, basic and diluted | ||
Net loss attributable to controlling interest | $ (99) | $ (392) |
Denominator for loss per share, basic and diluted | ||
Weighted-average shares outstanding (in shares) | 616,000 | 613,000 |
Effect of share-based awards (in shares) | 1,000 | 1,000 |
Weighted-average shares for per share calculation | 617,000 | 614,000 |
Loss per share, basic and diluted (in dollars per share) | $ (0.16) | $ (0.64) |
Share-based awards | ||
Denominator for loss per share, basic and diluted | ||
Securities excluded from earnings per share calculation (in shares) | 13,800 | 11,100 |
Convertible debt | ||
Denominator for loss per share, basic and diluted | ||
Securities excluded from earnings per share calculation (in shares) | 92,900 | 84,000 |
0.50% Exchangeable Senior Bonds due January 2023 | ||
Denominator for loss per share, basic and diluted | ||
Debt instrument interest rate stated percentage | 0.50% | |
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||
Denominator for loss per share, basic and diluted | ||
Debt instrument interest rate stated percentage | 2.50% | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Denominator for loss per share, basic and diluted | ||
Debt instrument interest rate stated percentage | 4.00% |
Contingencies (Details)
Contingencies (Details) - Asbestos litigation | Mar. 31, 2021plaintifflawsuit |
Contingencies | |
Number of claims | lawsuit | 256 |
LA | |
Contingencies | |
Number of claims | 9 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 14 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Financial instruments | ||
Long-term debt, including current maturities | $ 7,620 | $ 7,807 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 1,066 | 1,154 |
Restricted cash and cash equivalents | 388 | 406 |
Long-term debt, including current maturities | 7,620 | 7,807 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 1,066 | 1,154 |
Restricted cash and cash equivalents | 388 | 406 |
Long-term debt, including current maturities | $ 5,503 | $ 4,820 |