Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 14, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38373 | ||
Entity Registrant Name | TRANSOCEAN LTD | ||
Entity Incorporation, State or Country Code | V8 | ||
Entity Tax Identification Number | 98-0599916 | ||
Entity Address, Address Line One | Turmstrasse 30 | ||
Entity Address, City or Town | Steinhausen | ||
Entity Address, Country | CH | ||
Entity Address, Postal Zip Code | 6312 | ||
City Area Code | +41 (41) | ||
Local Phone Number | 749-0500 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 656,377,507 | ||
Entity Public Float | $ 2,870 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Houston, Texas | ||
Entity Central Index Key | 0001451505 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Shares | |||
Document and Entity Information | |||
Title of 12(b) Security | Shares | ||
Trading Symbol | RIG | ||
Security Exchange Name | NYSE | ||
0.50% Exchangeable Senior Bonds due January 2023 | |||
Document and Entity Information | |||
Title of 12(b) Security | 0.50% Exchangeable Senior Bonds due 2023 | ||
Trading Symbol | RIG/23 | ||
Security Exchange Name | NYSE |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating revenues | |||
Contract drilling revenues | $ 2,556 | $ 3,152 | $ 3,088 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | |||
Operating and maintenance | $ 1,697 | $ 2,000 | $ 2,140 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 742 | $ 781 | $ 855 |
General and administrative | 167 | 183 | 193 |
Total costs and expenses | 2,606 | 2,964 | 3,188 |
Loss on impairment | (597) | (609) | |
Loss on disposal of assets, net | (62) | (84) | (12) |
Operating loss | (112) | (493) | (721) |
Other income (expense), net | |||
Interest income | 15 | 21 | 43 |
Interest expense, net of amounts capitalized | (447) | (575) | (660) |
Gain (loss) on restructuring and retirement of debt | 51 | 533 | (41) |
Other, net | 23 | (27) | 181 |
Total other income (expense), net | (358) | (48) | (477) |
Loss before income tax expense | (470) | (541) | (1,198) |
Income tax expense | 121 | 27 | 59 |
Net loss | (591) | (568) | (1,257) |
Net income (loss) attributable to noncontrolling interest | 1 | (1) | (2) |
Net loss attributable to controlling interest | $ (592) | $ (567) | $ (1,255) |
Loss per share, basic (in dollars per share) | $ (0.93) | $ (0.92) | $ (2.05) |
Loss per share, diluted (in dollars per share) | $ (0.93) | $ (0.92) | $ (2.05) |
Weighted-average shares, basic (in shares) | 637 | 615 | 612 |
Weighted-average shares, diluted (in shares) | 637 | 615 | 612 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (591) | $ (568) | $ (1,257) |
Net income (loss) attributable to noncontrolling interest | 1 | (1) | (2) |
Net loss attributable to controlling interest | (592) | (567) | (1,255) |
Components of net periodic benefit income (costs) before reclassifications | 175 | 38 | (25) |
Components of net periodic benefit costs reclassified to net loss | 10 | 25 | 4 |
Other comprehensive income (loss) before income taxes | 185 | 63 | (21) |
Income taxes related to other comprehensive income (loss) | (6) | (2) | |
Other comprehensive income (loss) | 179 | 61 | (21) |
Other comprehensive income attributable to controlling interest | 179 | 61 | (21) |
Total comprehensive loss | (412) | (507) | (1,278) |
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | (1) | (2) |
Total comprehensive loss attributable to controlling interest | $ (413) | $ (506) | $ (1,276) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 976 | $ 1,154 |
Accounts receivable, net | 492 | 583 |
Materials and supplies, net | 392 | 434 |
Restricted cash and cash equivalents | 436 | 406 |
Other current assets | 148 | 163 |
Total current assets | 2,444 | 2,740 |
Property and equipment | 23,152 | 23,040 |
Less accumulated depreciation | (6,054) | (5,373) |
Property and equipment, net | 17,098 | 17,667 |
Contract intangible assets | 173 | 393 |
Deferred tax assets, net | 7 | 9 |
Other assets | 959 | 995 |
Total assets | 20,681 | 21,804 |
Liabilities and equity | ||
Accounts payable | 228 | 194 |
Accrued income taxes | 17 | 28 |
Debt due within one year | 513 | 505 |
Other current liabilities | 545 | 659 |
Total current liabilities | 1,303 | 1,386 |
Long-term debt | 6,657 | 7,302 |
Deferred tax liabilities, net | 447 | 315 |
Other long-term liabilities | 1,068 | 1,366 |
Total long-term liabilities | 8,172 | 8,983 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 891,379,306 authorized, 142,363,356 conditionally authorized, 728,176,456 issued and 655,505,335 outstanding at December 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 | 64 | 60 |
Additional paid-in capital | 13,683 | 13,501 |
Accumulated deficit | (2,458) | (1,866) |
Accumulated other comprehensive loss | (84) | (263) |
Total controlling interest shareholders' equity | 11,205 | 11,432 |
Noncontrolling interest | 1 | 3 |
Total equity | 11,206 | 11,435 |
Total liabilities and equity | $ 20,681 | $ 21,804 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - SFr / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Shares, CHF par value (in Swiss francs per share) | SFr 0.10 | SFr 0.10 |
Shares, authorized | 891,379,306 | 824,650,660 |
Shares, conditionally authorized | 142,363,356 | 142,363,647 |
Shares, issued | 728,176,456 | 639,676,165 |
Shares, outstanding | 655,505,335 | 615,140,276 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Millions, $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Retained earningsPeriod of Adoption, Adjustment | Retained earnings | Accumulated other comprehensive lossPeriod of Adoption, Adjustment | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2018 | $ 13,107 | $ 59 | $ 13,394 | $ (67) | $ (279) | $ 7 | $ 13,114 | ||
Balance (in shares) at Dec. 31, 2018 | 610 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 37 | 37 | 37 | ||||||
Issuance of shares (in shares) | 2 | ||||||||
Net loss attributable to controlling interest | (1,255) | (1,255) | |||||||
Other comprehensive income (loss) attributable to controlling interest | (21) | (21) | |||||||
Total comprehensive loss attributable to controlling interest | (1,276) | (1,276) | |||||||
Total comprehensive income (loss) attributable to noncontrolling interest | (2) | ||||||||
Total comprehensive loss | (1,278) | ||||||||
Other, net | (6) | (7) | (6) | ||||||
Balance at Dec. 31, 2019 | 11,862 | $ 59 | 13,424 | $ 25 | (1,297) | $ (24) | (324) | 5 | 11,867 |
Balance (in shares) at Dec. 31, 2019 | 612 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 31 | 31 | 31 | ||||||
Issuance of shares | $ 1 | (1) | |||||||
Issuance of shares (in shares) | 3 | ||||||||
Equity component of convertible debt instrument | 46 | 46 | 46 | ||||||
Reallocated capital for transactions with holders of noncontrolling interest | 1 | 1 | (1) | ||||||
Net loss attributable to controlling interest | (567) | (567) | |||||||
Other comprehensive income (loss) attributable to controlling interest | 61 | 61 | |||||||
Total comprehensive loss attributable to controlling interest | (506) | (506) | |||||||
Total comprehensive income (loss) attributable to noncontrolling interest | (1) | ||||||||
Total comprehensive loss | (507) | ||||||||
Other, net | (2) | (2) | |||||||
Balance at Dec. 31, 2020 | 11,432 | $ 60 | 13,501 | $ (2) | (1,866) | (263) | 3 | 11,435 | |
Balance (in shares) at Dec. 31, 2020 | 615 | ||||||||
Increase (Decrease) in Shareholders' Equity | |||||||||
Share-based compensation | 28 | 28 | 28 | ||||||
Issuance of shares | 158 | $ 4 | 154 | 158 | |||||
Issuance of shares (in shares) | 40 | ||||||||
Net loss attributable to controlling interest | (592) | (592) | |||||||
Other comprehensive income (loss) attributable to controlling interest | 179 | 179 | |||||||
Total comprehensive loss attributable to controlling interest | (413) | (413) | |||||||
Total comprehensive income (loss) attributable to noncontrolling interest | 1 | ||||||||
Total comprehensive loss | (412) | ||||||||
Acquisition of noncontrolling interest | (3) | ||||||||
Other, net | (3) | ||||||||
Balance at Dec. 31, 2021 | $ 11,205 | $ 64 | $ 13,683 | $ (2,458) | $ (84) | $ 1 | $ 11,206 | ||
Balance (in shares) at Dec. 31, 2021 | 655 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (591) | $ (568) | $ (1,257) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Contract intangible asset amortization | 220 | 215 | 187 |
Depreciation and amortization | 742 | 781 | 855 |
Share-based compensation expense | 28 | 31 | 37 |
Loss on impairment | 597 | 609 | |
Loss on impairment of investment in unconsolidated affiliates | 37 | 62 | |
Loss on disposal of assets, net | 62 | 84 | 12 |
(Gain) loss on restructuring and retirement of debt | (51) | (533) | 41 |
Gain on termination of construction contracts | (132) | ||
Deferred income tax expense | 128 | 60 | 248 |
Other, net | 77 | 83 | 41 |
Changes in deferred revenues, net | (108) | (73) | 43 |
Changes in deferred costs, net | (6) | 12 | (33) |
Changes in other operating assets and liabilities, net | 37 | (353) | (311) |
Net cash provided by operating activities | 575 | 398 | 340 |
Cash flows from investing activities | |||
Capital expenditures | (208) | (265) | (387) |
Investment in loans to unconsolidated affiliate | (33) | (2) | |
Investments in unconsolidated affiliates | (1) | (19) | (77) |
Proceeds from disposal of assets, net | 9 | 24 | 70 |
Proceeds from maturities of unrestricted and restricted investments | 5 | 123 | |
Other, net | 3 | ||
Net cash used in investing activities | (233) | (257) | (268) |
Cash flows from financing activities | |||
Repayments of debt | (606) | (1,637) | (1,325) |
Proceeds from issuance of shares, net of issue costs | 158 | ||
Proceeds from issuance of debt, net of discounts and issue costs | 743 | 1,056 | |
Other, net | (42) | (36) | (43) |
Net cash used in financing activities | (490) | (930) | (312) |
Net decrease in unrestricted and restricted cash and cash equivalents | (148) | (789) | (240) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 1,560 | 2,349 | 2,589 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 1,412 | $ 1,560 | $ 2,349 |
Business
Business | 12 Months Ended |
Dec. 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. As of December 31, 2021, we owned or had partial ownership interests in and operated a fleet of 37 mobile offshore drilling units, consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. As of December 31, 2021, we were constructing two ultra-deepwater drillships. We provide, as our primary business, contract drilling services in a single operating segment, which involves contracting our mobile offshore drilling rigs, related equipment and work crews to drill oil and gas wells. We specialize in technically demanding regions of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our drilling fleet is one of the most versatile fleets in the world, consisting of drillships and semisubmersible floaters used in support of offshore drilling activities and offshore support services on a worldwide basis. We perform contract drilling services by deploying our high-specification fleet in a single |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Accounting estimates Fair value measurements Consolidation Note 4—Unconsolidated Affiliates Note 14—Equity Revenues and related pre-operating costs on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 5—Revenues Contract intangible assets Note 6—Contract Intangible Assets Share based compensation Note 15—Share-Based Compensation Capitalized interest Functional currency Income taxes We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 11—Income Taxes Cash and cash equivalents Restricted cash and cash equivalents Note 9—Debt Note 13—Commitments and Contingencies Materials and supplies Assets held for sale Property and equipment We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values. The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from two four Long lived asset impairment Note 7—Long-Lived Assets Equity investments and impairment Note 4—Unconsolidated Affiliates Pension and other postemployment benefit plans We measure our actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2021 and 2020, our pension and other postemployment benefit plan obligations represented an aggregate liability of $132 million and $277 million, respectively, and an aggregate asset of $102 million and $37 million, respectively, representing the funded status of the plans. See Note 10—Postemployment Benefit Plans Contingencies |
Accounting Standards Update
Accounting Standards Update | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Standards Update | |
Accounting Standards Update | Note 3—Accounting Standards Update Recently adopted accounting standards Debt with conversion and other options Note 9—Debt |
Unconsolidated Affiliates
Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2021 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 4—Unconsolidated Affiliates Equity investments Transocean Norge Our equity-method investment in Orion is the most significant of our equity investments. In the years ended December 31, 2020 and 2019, we made an aggregate cash contribution of $8 million and $74 million, respectively, to Orion. In the years ended December 31, 2021 and 2020, we recognized a loss of $37 million and $59 million, respectively, which had no tax effect, recorded in other, net, associated with the impairment of our equity investment in Orion upon determination that the carrying amount exceeded the estimated fair value and that the impairment was other than temporary. We estimated the fair value of our investment by applying the income method using significant unobservable inputs, representative of Level 3 fair value measurements, including an assumed discount rate of 12 percent and assumptions about the future performance of the investment, such as future demand and supply for harsh environment floaters, rig utilization, revenue efficiency and dayrates. At December 31, 2021 and 2020, the aggregate carrying amount of our equity investment in Orion was $57 million and $104 million, respectively. Related party transactions Transocean Norge In the years ended December 31, 2021, 2020 and 2019, we received an aggregate cash payment of $16 million, $46 million and $96 million, respectively, under the shipyard care agreement with Orion, primarily related to the commissioning, preparation and mobilization of Transocean Norge Additionally, in June 2021, Orion refinanced its shipyard loans under a financing arrangement for $100 million, in which we participated at a rate equivalent to our ownership interest in Orion. Borrowings under the financing arrangement are secured by Transocean Norge |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenues | |
Revenues | Note 5—Revenues Overview Disaggregation Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Norway Other (a) Total U.S. Norway Other (a) Total U.S. Norway Other (a) Total Ultra-deepwater floaters $ 1,096 $ — $ 624 $ 1,720 $ 1,302 $ — $ 792 $ 2,094 $ 1,264 $ — $ 693 $ 1,957 Harsh environment floaters 2 790 44 836 — 876 170 1,046 — 775 294 1,069 Deepwater floaters — — — — — — — — — — 7 7 Midwater floaters — — — — — — 12 12 — — 55 55 Total contract drilling revenues $ 1,098 $ 790 $ 668 $ 2,556 $ 1,302 $ 876 $ 974 $ 3,152 $ 1,264 $ 775 $ 1,049 $ 3,088 (a) Other represents the aggregate value for countries in which we operate that individually had attributable operating revenues representing less than 10 percent of consolidated operating revenues earned . Major customers Contract liabilities December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 83 $ 133 Deferred contract revenues, recorded in other long-term liabilities 265 323 Total contract liabilities $ 348 $ 456 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (149) (184) Increase due to goods and services transferred over time 41 111 Total contract liabilities, end of period $ 348 $ 456 Performance obligations satisfied in prior periods In the year ended December 31, 2019, we recognized revenues of $10 million for other performance obligations satisfied in prior periods due to certain revenues recognized on a cash basis. Pre-operating costs |
Contract Intangible Assets
Contract Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Contract Intangible Assets | |
Contract Intangible Assets | Note 6—Contract Intangible Assets The gross carrying amount and accumulated amortization of our drilling contract intangible assets were as follows (in millions): Year ended December 31, 2021 Year ended December 31, 2020 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount Drilling contract intangible assets Balance, beginning of period $ 907 $ (514) $ 393 $ 907 $ (299) $ 608 Amortization — (220) (220) — (215) (215) Balance, end of period $ 907 $ (734) $ 173 $ 907 $ (514) $ 393 As of December 31, 2021, the estimated future amortization over the expected remaining contract periods, the longest of which currently extends through March 2024, was as follows (in millions): Total Years ending December 31, 2022 $ 117 2023 52 2024 4 Total carrying amount of contract intangible assets $ 173 |
Long- Lived Assets
Long- Lived Assets | 12 Months Ended |
Dec. 31, 2021 | |
Long-Lived Assets | |
Long -Lived Assets | Note 7—Long-Lived Assets Disaggregation December 31, 2021 2020 Long-lived assets U.S. $ 5,779 $ 6,007 Norway 3,379 3,560 Greece 3,162 3,294 Other countries (a) 5,293 5,347 Total long-lived assets $ 17,613 $ 18,208 (a) Other countries represents the aggregate value for countries in which we operate that individually had attributable long-lived assets representing less than 10 percent of consolidated long-lived assets. Because the majority of our assets are mobile, the geographic locations of such assets at the end of the periods are not necessarily indicative of the geographic distribution of the operating revenues generated by such assets during the periods presented. Our international operations are subject to certain political and other uncertainties, including risks of war and civil disturbances or other market disrupting events, expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards associated with certain areas in which we operate. Although we are organized under the laws of Switzerland, we have minimal assets located in Switzerland, and we do not conduct any operations or earn operating revenues in Switzerland. Construction work in progress Years ended December 31, 2021 2020 2019 Construction work in progress, beginning of period $ 828 $ 753 $ 632 Capital expenditures Newbuild construction program 174 143 129 Other equipment and construction projects 34 122 258 Total capital expenditures 208 265 387 Changes in accrued capital additions 13 (33) 20 Construction work in progress impaired — — (5) Property and equipment placed into service (32) (157) (281) Construction work in progress, end of period $ 1,017 $ 828 $ 753 Impairments of assets held and used Impairments of assets held for sale GSF Development Driller II Polar Pioneer Songa Dee Sedco 711 Sedco 714 Transocean 712 Discoverer Deep Seas Discoverer Enterprise Discoverer Spirit We measured the impairment of the drilling units and related assets as the amount by which the carrying amount exceeded the estimated fair value less costs to sell. We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including indicative market values for the drilling units and related assets to be sold for scrap value or binding contracts to sell such assets for alternative purposes. If we commit to plans to sell additional rigs for values below the respective carrying amounts, we will be required to recognize additional losses in future periods associated with the impairment of such assets. Dispositions Leiv Eiriksson During the year ended December 31, 2020, we completed the sale of the ultra-deepwater floater GSF Development Driller II Polar Pioneer, Songa Dee Transocean Arctic Sedco 711 Sedco 714 Transocean 712 During the year ended December 31, 2019, we completed the sale of the ultra-deepwater floaters Deepwater Frontier, Deepwater Millennium, Discoverer Deep Seas, Discoverer Enterprise, Discoverer Spirit Ocean Rig Paros Eirik Raude Jack Bates Transocean 706 Actinia Songa Delta Cancelled construction contracts |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 8—Leases Overview Our finance lease for the ultra-deepwater drillship Petrobras 10000 Lease costs Years ended December 31, Lease costs 2021 2020 2019 Short-term lease costs $ 17 $ 27 $ 13 Operating lease costs 12 13 25 Finance lease costs, amortization of right-of-use asset 20 21 21 Finance lease costs, interest on lease liability 33 36 39 Total lease costs $ 82 $ 97 $ 98 In the year ended December 31, 2019, we recognized a loss of $26 million, with no tax effect, associated with the impairment of right-of-use assets and leasehold improvements for certain office facilities that we vacated or committed to sublease. Lease payments Years ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 13 $ 17 $ 19 Operating cash flows from finance lease 37 36 39 Financing cash flows from finance lease 33 35 32 At December 31, 2021, the aggregate future minimum lease payments were as follows (in millions): Operating Finance leases lease Years ending December 31, 2022 $ 14 $ 71 2023 13 70 2024 13 71 2025 13 70 2026 12 71 Thereafter 113 188 Total future minimum rental payment 178 541 Less amount representing imputed interest (61) (135) Present value of future minimum rental payments 117 406 Current portion, recorded in other current liabilities 8 40 Long-term lease liabilities, recorded in other long-term liabilities $ 109 $ 366 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | Note 9—Debt Overview Outstanding debt Principal amount Carrying amount December 31, December 31, December 31, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 (a) $ — $ 38 $ — $ 38 5.52% Senior Secured Notes due May 2022 (b) 18 111 18 111 3.80% Senior Notes due October 2022 (a) 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 (a) 140 463 140 462 5.375% Senior Secured Notes due May 2023 (c) 306 364 304 360 5.875% Senior Secured Notes due January 2024 (c) 435 585 430 577 7.75% Senior Secured Notes due October 2024 (c) 300 360 296 354 6.25% Senior Secured Notes due December 2024 (c) 313 375 309 369 6.125% Senior Secured Notes due August 2025 (c) 402 468 397 461 7.25% Senior Notes due November 2025 (d) 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 (e) 294 — 264 — 7.50% Senior Notes due January 2026 (d) 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) 238 238 271 277 11.50% Senior Guaranteed Notes due January 2027 (e) 687 687 1,078 1,139 6.875% Senior Secured Notes due February 2027 (c) 550 550 544 542 8.00% Senior Notes due February 2027 (d) 612 612 607 606 7.45% Notes due April 2027 (a) 52 52 52 51 8.00% Debentures due April 2027 (a) 22 22 22 22 7.00% Notes due June 2028 (f) 261 261 265 266 7.50% Notes due April 2031 (a) 396 396 394 394 6.80% Senior Notes due March 2038 (a) 610 610 605 605 7.35% Senior Notes due December 2041 (a) 177 177 176 176 Total debt 6,820 7,376 7,170 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 (a) — 38 — 38 5.52% Senior Secured Notes due May 2022 (b) 18 93 18 92 3.80% Senior Notes due October 2022 (a) 27 — 27 — 5.375% Senior Secured Notes due May 2023 (c) 63 47 62 46 5.875% Senior Secured Notes due January 2024 (c) 83 83 80 80 7.75% Senior Secured Notes due October 2024 (c) 60 60 58 58 6.25% Senior Secured Notes due December 2024 (c) 62 62 61 60 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 61 6.875% Senior Secured Notes due February 2027 (c) 69 — 67 — Total debt due within one year 448 449 513 505 Total long-term debt $ 6,372 $ 6,927 $ 6,657 $ 7,302 (a) Transocean Inc., a 100 percent 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. (b) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally guaranteed by the owner of the collateral rig. (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 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 issuer of the registered notes is a wholly owned indirect subsidiary of Transocean Inc. The 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 5.52% senior secured notes due May 2022 (the “5.52% Senior Secured Notes”), 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 7.75% senior secured notes due October 2024, the 6.25% senior secured notes due December 2024, the 6.125% senior secured notes due August 2025 and the 6.875% senior secured notes due February 2027 (the “6.875% Senior Secured Notes”) 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 the 4.00% Senior Guaranteed Exchangeable Bonds, the 2.50% Senior Guaranteed Exchangeable Bonds and the 0.50% Exchangeable Senior 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. Interest rate adjustments Scheduled maturities Principal Other installments installments Total Years ending December 31, 2022 $ 448 $ 76 $ 524 2023 722 76 798 2024 786 77 863 2025 992 77 1,069 2026 652 78 730 Thereafter 3,220 39 3,259 Total installments of debt $ 6,820 $ 423 7,243 Total unamortized debt-related balances, net (73) Total carrying amount of debt $ 7,170 Credit agreements Secured Credit Facility Deepwater Asgard Deepwater Corcovado Deepwater Invictus Deepwater Mykonos Deepwater Orion Deepwater Skyros Development Driller III Dhirubhai Deepwater KG2 Discoverer Inspiration Transocean Barents Transocean Spitsbergen We may borrow under the Secured Credit Facility at either (1) the reserve adjusted London Interbank Offered Rate plus a margin (the “Secured Credit Facility Margin”), which ranges from 2.625 percent to 3.375 percent based on the credit rating of the Secured Credit Facility, or (2) the base rate specified in the credit agreement plus the Secured Credit Facility Margin, minus one percent per annum. Throughout the term of the 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 Secured Credit Facility. At December 31, 2021, based on the credit rating of the Secured Credit Facility on that date, the Secured Credit Facility Margin was 3.375 percent and the facility fee was 0.875 percent. At December 31, 2021, we had no borrowings outstanding, $17 million of letters of credit issued, and we had $1.32 billion of available borrowing capacity under the Secured Credit Facility. Shipyard financing arrangement Deepwater Atlas Deepwater Titan Deepwater Atlas Deepwater Titan six-year Exchangeable bonds Exchange terms Implied Exchange exchange Shares rate price issuable 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 13.6 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 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% $ 119 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 278 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 196 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 Debt restructuring, repayment and retirement On August 14, 2020, we issued $238 million aggregate principal amount of 2.50% Senior Guaranteed Exchangeable Bonds in non-cash private exchanges (collectively, 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 (see “— Debt restructuring, repayment and retirement Related party transactions Guaranteed senior unsecured notes— Priority guaranteed senior unsecured notes Debt restructuring, repayment and retirement Senior secured notes Deepwater Poseidon On May 24, 2019, we issued $525 million aggregate principal amount of 5.375% Senior Secured Notes, and we received $517 million aggregate cash proceeds, net of discount and issue costs. The 5.375% Senior Secured Notes are secured by the assets and earnings associated with the harsh environment floaters Transocean Endurance Transocean Equinox Encumbered assets Deepwater Conqueror, Deepwater Pontus Deepwater Proteus Deepwater Thalassa Deepwater Poseidon Transocean Enabler Transocean Encourage Transocean Endurance Transocean Equinox Debt restructuring, repayment and retirement Restructuring and early retirement 2020 Exchange Transactions completed in August 2020 and September 2020 under ASC 470-60, Troubled Debt Restructuring by Debtors. The aggregate principal amounts, cash payments and recognized gain or loss for such transactions were as follows (in millions): Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Exchange Repurchase Total Exchange Redeem Tender Repurchase Total Tender Repurchase Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ — $ 38 $ 15 $ 53 $ 57 $ 23 $ 80 6.375% Senior Notes due December 2021 — — — 37 — 77 69 183 63 43 106 3.80% Senior Notes due October 2022 — — — 136 — 10 16 162 190 32 222 0.50% Exchangeable Senior Bonds due January 2023 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 — — 714 200 336 536 5.875% Senior Secured Notes due January 2024 — 68 68 — — — — — — — — 7.25% Senior Notes due November 2025 — — — 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 restructured or retired $ 323 $ 79 $ 402 $ 1,910 $ 714 $ 360 $ 147 $ 3,131 $ 510 $ 434 $ 944 Aggregate cash payment $ 11 $ 79 $ 90 $ 10 $ 767 $ 222 $ 110 $ 1,109 $ 522 $ 449 $ 971 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ 925 $ — $ — $ — $ 925 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ 427 $ (65) $ 135 $ 36 $ 533 $ (18) $ (23) $ (41) Scheduled maturities and installments |
Postemployment Benefit Plans
Postemployment Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefit Plans | |
Postemployment Benefit Plans | Note 10—Postemployment Benefit Plans Defined contribution plans We sponsor defined contribution plans for our employees in most markets in which we operate worldwide, the most significant of which were as follows: (1) a qualified savings plan covering certain eligible employees working in the U.S., (2) various savings plans covering eligible employees working in Norway, (3) a non-qualified savings plan covering certain eligible employees working outside the U.S., the United Kingdom (“U.K.”) and Norway and (4) a qualified savings plan covering certain eligible employees working in the U.K. In the years ended December 31, 2021, 2020 and 2019, we recognized expense of $52 million, $56 million and $52 million, respectively, related to our defined contribution plans, recorded in the same financial statement line item as cash compensation paid to the respective employees. Defined benefit pension and other postemployment benefit plans Overview Net periodic benefit costs Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Plans Plans Plans Plans Plans Plans Discount rate 2.60 % 1.50 % 1.21 % 3.27 % 2.10 % 2.39 % 4.32 % 2.86 % 3.56 % Expected rate of return 5.51 % 3.20 % na 5.90 % 3.10 % na 6.20 % 4.39 % na “na” means not applicable. Net periodic benefit costs recognized included the following components (in millions): Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ — $ — $ — $ — $ 1 $ — $ 1 $ — $ 7 $ — $ 7 Interest cost 47 6 — 53 55 8 — 63 63 10 1 74 Expected return on plan assets (66) (13) — (79) (67) (14) — (81) (71) (17) — (88) Settlements and curtailments — (2) — (2) 1 12 — 13 1 2 — 3 Actuarial loss, net 11 1 — 12 9 1 1 11 3 — — 3 Prior service gain, net — — (2) (2) — — (2) (2) — — (2) (2) Net periodic benefit costs (income) $ (8) $ (8) $ (2) $ (18) $ (2) $ 8 $ (1) $ 5 $ (4) $ 2 $ (1) $ (3) Funded status December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Plans Plans Plans Discount rate 2.91 % 1.90 % 1.83 % 2.60 % 1.50 % 1.21 % Expected long-term rate of return 4.82 % 2.00 % na 5.51 % 3.20 % na “na” means not applicable. The changes in projected benefit obligation, plan assets and funded status and the amounts recognized on our consolidated balance sheets were as follows (in millions): Year ended December 31, 2021 Year ended December 31, 2020 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,825 $ 384 $ 16 $ 2,225 $ 1,696 $ 395 $ 17 $ 2,108 Actuarial losses (gains), net (72) (21) (1) (94) 148 46 1 195 Service cost — — — — — 1 — 1 Interest cost 47 6 — 53 55 8 — 63 Currency exchange rate changes — (2) — (2) — 9 — 9 Benefits paid (76) (17) (2) (95) (72) (24) (2) (98) Settlements — (2) — (2) (2) (52) — (54) Plan amendment — — — — — 1 — 1 Projected benefit obligation, end of period 1,724 348 13 2,085 1,825 384 16 2,225 Change in plan assets Fair value of plan assets, beginning of period 1,565 420 — 1,985 1,369 430 — 1,799 Actual return on plan assets 131 29 — 160 267 50 — 317 Currency exchange rate changes — (3) — (3) — 6 — 6 Employer contributions 1 7 2 10 3 9 2 14 Benefits paid (76) (17) (2) (95) (72) (24) (2) (98) Settlements — (2) — (2) (2) (51) — (53) Fair value of plan assets, end of period 1,621 434 — 2,055 1,565 420 — 1,985 Funded status, end of period $ (103) $ 86 $ (13) $ (30) $ (260) $ 36 $ (16) $ (240) Balance sheet classification, end of period: Pension asset, non-current $ 16 $ 86 $ — $ 102 $ — $ 37 $ — $ 37 Pension liability, current (1) — (3) (4) (1) (1) (3) (5) Pension liability, non-current (118) — (10) (128) (259) — (13) (272) Accumulated other comprehensive loss (income), before taxes 95 42 (10) 127 242 80 (10) 312 Accumulated benefit obligation, end of period $ 1,724 $ 348 $ 13 $ 2,085 $ 1,825 $ 384 $ 16 $ 2,225 Certain amounts related to plans with a projected benefit obligation in excess of plan assets were as follows (in millions): December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Projected benefit obligation $ 140 $ — $ 13 $ 153 $ 1,825 $ 2 $ 16 $ 1,843 Fair value of plan assets 20 — — 20 1,565 1 — 1,566 Certain amounts related to plans with an accumulated benefit obligation in excess of plan assets were as follows (in millions): December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Accumulated benefit obligation $ 140 $ — $ 13 $ 153 $ 1,825 $ 2 $ 16 $ 1,843 Fair value of plan assets 20 — — 20 1,565 1 — 1,566 The amounts in accumulated other comprehensive loss (income) that have not been recognized were as follows (in millions): December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Actuarial loss, net $ 95 $ 40 $ — $ 135 $ 242 $ 78 $ 2 $ 322 Prior service cost, net — 2 (10) (8) — 2 (12) (10) Accumulated other comprehensive loss (income), before taxes $ 95 $ 42 $ (10) $ 127 $ 242 $ 80 $ (10) $ 312 Plan assets December 31, 2021 December 31, 2020 Target allocation Actual allocation Target allocation Actual allocation U.S. U.K. U.S. U.K. U.S. Non-U.S. U.S. Non-U.S. Plans Plan Plans Plan Plans Plans Plans Plans Equity securities 38 % 19 % 38 % 19 % 50 % 27 % 55 % 25 % Fixed income securities 62 % 81 % 62 % 80 % 50 % 73 % 45 % 74 % Other investments — % — % — % 1 % — — % — 1 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % We periodically review our investment policies, plan assets and asset allocation strategies to evaluate performance relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review the results of regression models to assess the most appropriate target allocation for each plan, given the plan’s status, demographics and duration. For the U.K. Plan, the plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and in consultation with financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given established ranges within which the investments may deviate from the target allocations. The investments for the funded defined benefit plans were categorized as follows (in millions): December 31, 2021 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 421 $ — $ 421 $ — $ — $ — $ 421 $ — $ 421 Non-U.S. equity funds 184 — 184 7 85 92 191 85 276 Bond funds 999 — 999 4 346 350 1,003 346 1,349 Total mutual funds 1,604 — 1,604 11 431 442 1,615 431 2,046 Other investments Cash and money market funds 6 3 9 — — — 6 3 9 Total investments $ 1,610 $ 3 $ 1,613 $ 11 $ 431 $ 442 $ 1,621 $ 434 $ 2,055 December 31, 2020 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Plans Plans Total Plans Plans Total Plans Plans Total Mutual funds U.S. equity funds $ 586 $ — $ 586 $ — $ — $ — $ 586 $ — $ 586 Non-U.S. equity funds 263 — 263 7 103 110 270 103 373 Bond funds 699 — 699 4 310 314 703 310 1,013 Total mutual funds 1,548 — 1,548 11 413 424 1,559 413 1,972 Other investments Cash and money market funds 6 6 12 — — — 6 6 12 Investment contracts — — — — 1 1 — 1 1 Total other investments 6 6 12 — 1 1 6 7 13 Total investments $ 1,554 $ 6 $ 1,560 $ 11 $ 414 $ 425 $ 1,565 $ 420 $ 1,985 We estimated the fair values of the plan assets by applying the market approach, as categorized above, using either (i) significant observable inputs, representative of Level 1 fair value measurements, including market prices of actively traded funds, or (ii) significant other observable inputs, representative of Level 2 fair value measurements, including market prices of the underlying securities in the collective trust funds. The U.S. Plans and the U.K. Plan invest in passively and actively managed funds that are referenced to or benchmarked against market indices. The plan investment managers have discretion to select the securities held within each asset category. Given this discretion, the managers may occasionally invest in our debt or equity securities and may hold either long or short positions in such securities. Since plan investment managers are required to maintain well diversified portfolios, the actual investment in our securities would be immaterial relative to asset categories and the overall plan assets. Funding contributions and benefit payments The projected benefits payments were as follows (in millions): U.S. U.K. OPEB Plans Plan Plans Total Years ending December 31, 2022 $ 82 $ 6 $ 3 $ 91 2023 83 6 3 92 2024 83 6 3 92 2025 84 7 2 93 2026 84 8 1 93 2027 - 2031 424 52 1 477 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 11—Income Taxes Overview Tax provision and rate The components of our income tax provision (benefit) were as follows (in millions): Years ended December 31, 2021 2020 2019 Current tax benefit $ (7) $ (33) $ (189) Deferred tax expense 128 60 248 Income tax expense $ 121 $ 27 $ 59 A reconciliation of the income tax benefit computed at the Swiss holding company federal statutory rate of 7.83% and our reported consolidated income tax expense was as follows (in millions): Years ended December 31, 2021 2020 2019 Income tax benefit at Swiss federal statutory rate $ (36) $ (42) $ (94) Changes in valuation allowance 1,167 (31) 37 Earnings subject to rates different than the Swiss federal statutory rate 78 82 189 Deemed profits taxes 17 19 22 Jurisdictional ownership changes of certain assets 16 — — Withholding taxes 10 6 11 Losses on impairment 5 52 35 Changes in unrecognized tax benefits, net (43) (15) (268) Swiss Federal Act on Tax Reform and AHV Financing (1,095) — — Base erosion and anti-abuse tax — 5 21 U.S. Coronavirus Aid, Relief, and Economic Security Act — (28) — Operating structural changes — — 98 Other, net 2 (21) 8 Income tax expense $ 121 $ 27 $ 59 In January 2020, Switzerland made effective the Federal Act on Tax Reform and AHV Financing (“TRAF”), which will subject us to ordinary taxation, effective January 1, 2022, following the expiration of our transition rulings. In November 2021, we reached an agreement with the Swiss tax authorities regarding the manner by which TRAF will apply to certain Swiss subsidiaries, which will allow us to access historic depreciation and costs related to financing assets not previously deducted on Swiss tax returns, which can be apportioned to offset taxable income based on the remaining useful lives of the rigs and financing assets. In the year ended December 31, 2021, we recorded a deferred tax liability of $238 million and a deferred tax asset of $1.33 billion, offset with a valuation allowance of $1.17 billion. The Coronavirus Aid, Relief, and Economic Security Act, enacted in March 2020, made certain changes to U.S. tax law, including, among others, extending up to five years the carryback period for net operating losses generated between December 31, 2017 and January 1, 2021. In the year ended December 31, 2020, we recognized an income tax benefit of $28 million related to the carryback of our net operating losses under this provision. In the year ended December 31, 2019, as a result of the U.S. base erosion and anti-abuse tax, we recognized income tax expense of $21 million related to the bareboat charter structure of our U.S. operations, a significant portion of which was contractually reimbursed by our customers under a change-in-law provision in our drilling contracts. Deferred taxes December 31, 2021 2020 Deferred tax assets Swiss historic depreciation and financing asset costs $ 1,333 $ — Net operating loss carryforwards 915 809 Interest expense limitation 67 72 United Kingdom charter limitation 53 40 Accrued expenses 23 18 Tax credits 19 21 Deferred income 7 14 Accrued payroll costs not currently deductible 2 46 Loss contingencies 2 3 Other 31 27 Valuation allowance (1,820) (685) Total deferred tax assets 632 365 Deferred tax liabilities Depreciation (1,052) (658) Contract intangible amortization (11) (6) Other (9) (7) Total deferred tax liabilities (1,072) (671) Deferred tax assets (liabilities), net $ (440) $ (306) As of December 31, 2021, we include taxes related to the earnings of all of our subsidiaries since we no longer consider the earnings of any of our subsidiaries to be indefinitely reinvested. At December 31, 2021 and 2020, our deferred tax assets included U.S. foreign tax credits of $19 million and $21 million, respectively, which will expire between 2024 and 2031. Deferred tax assets related to our net operating losses were generated in various worldwide tax jurisdictions. At December 31, 2021, our net deferred tax assets related to our net operating loss carryforwards included $668 million, which do not expire, and $247 million, which will expire between 2022 and 2038. As of December 31, 2021, our consolidated cumulative loss incurred over the recent three-year period represented significant objective negative evidence for the evaluation of the realizability of our deferred tax assets. Although such evidence has limited our ability to consider other subjective evidence, we evaluate each jurisdiction separately. We consider objective evidence, such as contract backlog activity, in jurisdictions in which we have profitable contracts, and the ability to carryback losses or utilize losses against potential exposures. If estimated future taxable income changes during the carryforward periods or if the cumulative loss is no longer present, we may adjust the amount of deferred tax assets that we expect to realize. At December 31, 2021 and 2020, due to uncertainty of realization, we had a valuation allowance of $1.82 billion and $685 million, respectively, on net operating losses and other deferred tax assets due to the uncertainty of realization. Unrecognized tax benefits Years ended December 31, 2021 2020 2019 Balance, beginning of period $ 378 $ 335 $ 408 Additions for current year tax positions 28 90 144 Additions for prior year tax positions 46 11 6 Reductions related to statute of limitation expirations and changes in law (19) (7) (138) Reductions due to settlements (31) — (19) Reductions for prior year tax positions — (51) (66) Balance, end of period $ 402 $ 378 $ 335 Our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense, were as follows (in millions): December 31, 2021 2020 Unrecognized tax benefits, excluding interest and penalties $ 402 $ 378 Interest and penalties 33 41 Unrecognized tax benefits, including interest and penalties $ 435 $ 419 In the years ended December 31, 2021, 2020 and 2019, we recognized, as a component of our income tax provision, expense of $8 million, expense of $7 million and benefit of $72 million, respectively, related to interest and penalties associated with our unrecognized tax benefits. As of December 31, 2021, we have unrecognized benefits of $435 million, including interest and penalties, against which we have recorded net operating loss deferred tax assets of $320 million, resulting in net unrecognized tax benefits of $115 million, including interest and penalties, that upon reversal would favorably impact our effective tax rate. During the year ending December 31, 2022, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease, primarily due to the progression of open audits and the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits. Tax positions and returns Brazil tax investigations |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (loss) per share | |
Earnings (loss) per share | Note 12—Loss Per Share The computation of basic and diluted loss per share was as follows (in millions, except per share data): Years ended December 31, 2021 2020 2019 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (592) $ (567) $ (1,255) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 636 614 611 Effect of share-based awards 1 1 1 Weighted-average shares for per share calculation 637 615 612 Loss per share, basic and diluted $ (0.93) $ (0.92) $ (2.05) In the years ended December 31, 2021, 2020 and 2019, we excluded from the calculation 12.6 million, 10.8 million and 12.0 million share-based awards, respectively, since the effect would have been anti-dilutive. In the years ended December 31, 2021, 2020 and 2019, we excluded from the calculation 104.4 million, 84.0 million and 84.0 million shares, respectively, issuable upon conversion 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 anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies | |
Contingencies | Note 13—Commitments and Contingencies Purchase and service agreement obligations We have purchase obligations with shipyards and other contractors primarily related to our newbuild construction programs. We also have long-term service agreements with original equipment manufacturers to provide services and parts, primarily related to our pressure control systems and drilling systems. The future payments required under our service agreements were estimated based on our projected operating activity and may vary subject to actual operating activity. At December 31, 2021, the aggregate future payments required under our purchase obligations and our service agreement obligations were as follows (in millions): Service Purchase agreement obligations obligations Years ending December 31, 2022 $ 950 $ 116 2023 52 121 2024 — 126 2025 — 130 2026 — 134 Thereafter — 173 Total $ 1,002 $ 800 Letters of credit and surety bonds At December 31, 2021 and 2020, we had outstanding letters of credit totaling $18 million and $24 million, respectively, issued under various committed and uncommitted credit lines provided by banks to guarantee various contract bidding, performance activities and customs obligations. At December 31, 2021 and 2020, we also had outstanding surety bonds totaling $146 million and $153 million, respectively, to secure customs obligations related to the importation of our rigs and certain performance and other obligations. At December 31, 2021 and 2020, the aggregate cash collateral held by institutions to secure our letters of credit and surety bonds was $8 million. Legal proceedings Debt exchange litigation and purported notice of default Note 9—Debt On September 23, 2020, we filed an answer to the Claim with the Trial 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 Trial 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 Trial 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 Trial 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 Trial 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 consolidated statement of financial position, results of operations or cash flows. See Note 20—Subsequent Event Asbestos litigation One of our subsidiaries was named as a defendant, along with numerous other companies, in lawsuits arising out of the subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes alleging bodily injury or personal injury as a result of exposure to asbestos. As of December 31, 2021, the subsidiary was a defendant in approximately 250 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. In December 2021, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that provide the subsidiary with cash. An earlier settlement, achieved in September 2018, provided the subsidiary with cash and an annuity that begins making payments in 2024. Together with a coverage-in-place agreement with certain insurers and additional coverage issued by other insurers, we believe the subsidiary has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. Macondo well incident Other matters Environmental matters We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several. One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information with respect to all environmental matters, including all related pending legal proceedings, asserted legal claims and known potential legal claims that are likely to be asserted, we do not expect the ultimate liability, if any, resulting from such matters, to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity | |
Equity | Note 14—Equity Share issuance Shares held by subsidiaries |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | Note 15—Share-Based Compensation Overview We have a long-term incentive plan (the “Long-Term Incentive Plan”) for executives, key employees and non-employee directors under which awards can be granted in the form of restricted share units, restricted shares, stock options, stock appreciation rights and cash performance awards. Awards may be granted as service awards that are earned over a defined service period or as performance awards that are earned based on the achievement of certain market factors or performance targets or a combination of market factors and performance targets. The compensation committee of our board of directors determines the terms and conditions of the awards granted under the Long-Term Incentive Plan. At December 31, 2021, we had 85.7 million shares authorized and 30.0 million shares available to be granted under the Long-Term Incentive Plan. At December 31, 2021, the total unrecognized compensation cost related to our unvested share-based awards was $29 million, which we expect to recognize over a weighted-average period of 1.8 years. Service awards typically vest either in three one Service awards Restricted share units Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2021 8,902,970 $ 3.14 Granted 6,148,361 3.56 Vested (4,368,749) 3.75 Forfeited (19,717) 6.24 Unvested at December 31, 2021 10,662,865 $ 3.13 In the year ended December 31, 2021, the vested service-based units had an aggregate grant-date fair value of $16 million. During the years ended December 31, 2020 and 2019, we granted 7,093,421 and 3,044,494 service-based units, respectively, with a per unit weighted-average grant-date fair value of $1.41 and $8.33, respectively. During the years ended December 31, 2020 and 2019, we had 2,817,155 and 2,224,030 service-based units, respectively, that vested with an aggregate grant-date fair value of $24 million and $23 million, respectively. Stock options Weighted-average Number Weighted-average remaining Aggregate of shares exercise price contractual term intrinsic value under option per share (years) (in millions) Outstanding at January 1, 2021 4,385,147 $ 12.31 6.62 $ — Forfeited (74,728) 19.21 Expired (47,145) 78.76 Outstanding at December 31, 2021 4,263,274 $ 11.45 5.70 $ — Vested and exercisable at December 31, 2021 3,780,586 $ 11.85 5.52 $ — In the years ended December 31, 2021, 2020 and 2019, the vested stock options had an aggregate grant-date fair value of $9 million, $12 million and $10 million, respectively. At December 31, 2021 and 2020, there were outstanding unvested stock options to purchase 482,688 and 1,355,448 shares, respectively. During the year ended December 31, 2019, we granted stock options to purchase 1,594,528 shares with a per option weighted-average grant-date fair value of $8.35. Performance awards Restricted share units the specified period at the ultimate determination date. The following table summarizes unvested activity during the year ended December 31, 2021 for performance-based units under our incentive plan: Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2021 3,560,884 $ 4.40 Granted 3,025,512 3.70 Vested (1,030,424) 10.77 Forfeited (166,582) 10.79 Unvested at December 31, 2021 5,389,390 $ 2.59 In each of the years ended December 31, 2021, 2020 and 2019, the vested performance-based units had an aggregate grant-date fair value of $11 million. During the years ended December 31, 2020 and 2019, we granted 2,530,460 and 1,067,316 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $1.80 and $10.77, respectively. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Balance Sheet Information | |
Supplemental Balance Sheet Information | Note 16—Supplemental Balance Sheet Information Other current liabilities were comprised of the following (in millions): December 31, 2021 2020 Other current liabilities Accrued employee benefits and payroll-related liabilities $ 178 $ 224 Accrued interest 121 128 Accrued taxes, other than income 52 66 Finance lease liability 40 37 Operating lease liabilities 8 8 Deferred revenues 83 133 Contingent liabilities 60 60 Other 3 3 Total other current liabilities $ 545 $ 659 Other long-term liabilities were comprised of the following (in millions): December 31, 2021 2020 Other long-term liabilities Postemployment benefit plan obligations $ 128 $ 272 Finance lease liability 366 407 Operating lease liabilities 109 114 Income taxes payable 157 202 Deferred revenues 265 323 Other 43 48 Total other long-term liabilities $ 1,068 $ 1,366 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | Note 17—Supplemental Cash Flow Information The reconciling adjustments of our net cash provided by operating activities that were attributable to the net change in other operating assets and liabilities were as follows (in millions): Years ended December 31, 2021 2020 2019 Changes in other operating assets and liabilities Decrease in accounts receivable $ 137 $ 67 $ 87 Increase in other assets (13) (113) (30) Decrease in accounts payable and other current liabilities (52) (254) (21) Increase (decrease) in other long-term liabilities (3) 2 (34) Change in income taxes receivable / payable, net (17) (69) (303) Change in receivables from / payables to affiliates, net (15) 14 (10) $ 37 $ (353) $ (311) Additional cash flow information was as follows (in millions): Years ended December 31, 2021 2020 2019 Certain cash operating activities Cash payments for interest $ 429 $ 593 $ 648 Cash payments for income taxes 57 70 121 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 28 $ 15 $ 48 Issuance of debt in exchange transactions (b) 294 925 — Equity component of exchangeable debt (c) — 46 — (a) Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 7—Long-Lived Assets . (b) In the year ended December 31, 2021, in connection with the 2021 Private Exchange, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2020, in connection with the 2020 Exchange Transactions, we issued $687 million and $238 million aggregate principal amount of the 11.50% Senior Guaranteed Notes and the 2.50% Senior Guaranteed Exchangeable Bonds, respectively. See Note 9—Debt . (c) In connection with the issuance of the 2.50% Senior Guaranteed Exchangeable Bonds, we recorded the conversion feature, measured at its estimated fair value, to additional paid-in capital. See Note 9—Debt . |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments | |
Financial Instruments | Note 18—Financial Instruments Overview December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 976 $ 976 $ 1,154 $ 1,154 Restricted cash and cash equivalents 436 436 406 406 Long-term loans receivable from unconsolidated affiliates 36 33 2 2 Total debt 7,170 5,661 7,807 4,820 Cash and cash equivalents Restricted cash and cash equivalents Long-term loans receivable from unconsolidated affiliates Total debt Note 9—Debt |
Risk Concentration
Risk Concentration | 12 Months Ended |
Dec. 31, 2021 | |
Risk Concentration | |
Risk Concentration | Note 19—Risk Concentration Interest rate risk Currency exchange rate risk for payment in both U.S. dollars and local currency. The payment portion denominated in local currency is based on anticipated local currency requirements over the contract term. Due to various factors, including customer acceptance, local banking laws, national content requirements, other statutory requirements, local currency convertibility, local inflation and revenue efficiency, actual local currency needs may vary from those realized in the customer contracts, resulting in partial exposure to currency exchange rate risk. The currency exchange effect resulting from our international operations generally has not had a material impact on our operating results. Credit risk Labor agreements |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Event | Note 20—Subsequent Event Debt exchange litigation and purported notice of default |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Transocean Ltd. and Subsidiaries Schedule II - Valuation and Qualifying Accounts (In millions) Additions Charge to Balance at Charge to cost other Balance at beginning of and accounts Deductions end of period expenses -describe -describe period Year ended December 31, 2019 Reserves and allowances deducted from asset accounts: Allowance for excess materials and supplies $ 134 3 — 10 (a) $ 127 Valuation allowance on deferred tax assets 681 37 — 2 (b) 716 Year ended December 31, 2020 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ — — 2 (c) — $ 2 Allowance for excess materials and supplies 127 25 — 9 (a) 143 Valuation allowance on deferred tax assets 716 (31) — — 685 Year ended December 31, 2021 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ 2 — — — $ 2 Allowance for excess materials and supplies 143 43 — 3 (a) 183 Valuation allowance on deferred tax assets 685 1,167 — 32 (b) 1,820 (a) Amount related to materials and supplies on rigs and related assets sold or classified as held for sale. (b) Amount related to adjustments to other deferred tax assets with valuation allowances. (c) Amount related to an adjustment to the allowance for credit losses with a corresponding entry to accumulated deficit associated with our adoption of the accounting standards update that requires an entity to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings without retrospective application. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Consolidation | Consolidation Note 4—Unconsolidated Affiliates Note 14—Equity |
Revenues and related pre-operating costs | Revenues and related pre-operating costs on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and mobilize a rig to the drilling location. We defer such pre-operating contract preparation and mobilization costs for recognition in operating and maintenance costs over the estimated contract period on a straight-line basis, consistent with the general pace of activity. See Note 5—Revenues |
Contract intangible assets | Contract intangible assets Note 6—Contract Intangible Assets |
Share-based compensation | Share based compensation Note 15—Share-Based Compensation |
Capitalized interest | Capitalized interest |
Functional currency | Functional currency |
Income taxes | Income taxes We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Income tax exposure items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the deferred tax assets and liabilities are expected to be recovered or paid. In evaluating our ability to realize deferred tax assets, we consider all available positive and negative evidence, including projected future taxable income and the existence of cumulative losses in recent years. We record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. For example, we may record a valuation allowance for deferred tax assets resulting from net operating losses incurred during the year in certain jurisdictions for which the benefit of the losses will not be realized or for foreign tax credit carryforwards that may expire prior to their utilization. See Note 11—Income Taxes |
Cash and cash equivalents | Cash and cash equivalents |
Restricted cash and cash equivalents | Restricted cash and cash equivalents Note 9—Debt Note 13—Commitments and Contingencies |
Materials and supplies | Materials and supplies |
Assets held for sale | Assets held for sale |
Property and equipment | Property and equipment We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable, and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values. The estimated original useful life of our drilling units is 35 years, our buildings and improvements range from two four |
Long-lived asset impairment | Long lived asset impairment Note 7—Long-Lived Assets |
Equity investments and impairment | Equity investments and impairment Note 4—Unconsolidated Affiliates |
Pension and other postemployment benefit plans | Pension and other postemployment benefit plans We measure our actuarially determined obligations and related costs for our defined benefit pension and other postemployment benefit plans, retiree life insurance and medical benefits, by applying assumptions, the most significant of which include long-term rate of return on plan assets, discount rates and mortality rates. For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation. For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of future benefit payments. At December 31, 2021 and 2020, our pension and other postemployment benefit plan obligations represented an aggregate liability of $132 million and $277 million, respectively, and an aggregate asset of $102 million and $37 million, respectively, representing the funded status of the plans. See Note 10—Postemployment Benefit Plans |
Contingencies | Contingencies |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenues | |
Schedule of revenue disaggregation | Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Norway Other (a) Total U.S. Norway Other (a) Total U.S. Norway Other (a) Total Ultra-deepwater floaters $ 1,096 $ — $ 624 $ 1,720 $ 1,302 $ — $ 792 $ 2,094 $ 1,264 $ — $ 693 $ 1,957 Harsh environment floaters 2 790 44 836 — 876 170 1,046 — 775 294 1,069 Deepwater floaters — — — — — — — — — — 7 7 Midwater floaters — — — — — — 12 12 — — 55 55 Total contract drilling revenues $ 1,098 $ 790 $ 668 $ 2,556 $ 1,302 $ 876 $ 974 $ 3,152 $ 1,264 $ 775 $ 1,049 $ 3,088 (a) Other represents the aggregate value for countries in which we operate that individually had attributable operating revenues representing less than 10 percent of consolidated operating revenues earned . |
Schedule of contract balances and changes | December 31, 2021 2020 Deferred contract revenues, recorded in other current liabilities $ 83 $ 133 Deferred contract revenues, recorded in other long-term liabilities 265 323 Total contract liabilities $ 348 $ 456 Significant changes in contract liabilities were as follows (in millions): Years ended December 31, 2021 2020 Total contract liabilities, beginning of period $ 456 $ 529 Decrease due to recognition of revenues for goods and services (149) (184) Increase due to goods and services transferred over time 41 111 Total contract liabilities, end of period $ 348 $ 456 |
Contract Intangible Assets (Tab
Contract Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract Intangible Assets | |
Schedule of contract intangible assets | Year ended December 31, 2021 Year ended December 31, 2020 Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying amount amortization amount amount amortization amount Drilling contract intangible assets Balance, beginning of period $ 907 $ (514) $ 393 $ 907 $ (299) $ 608 Amortization — (220) (220) — (215) (215) Balance, end of period $ 907 $ (734) $ 173 $ 907 $ (514) $ 393 |
Schedule of future amortization of contract intangible revenues | Total Years ending December 31, 2022 $ 117 2023 52 2024 4 Total carrying amount of contract intangible assets $ 173 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Lived Assets | |
Schedule of long-lived assets of the entity's continuing operations by country | December 31, 2021 2020 Long-lived assets U.S. $ 5,779 $ 6,007 Norway 3,379 3,560 Greece 3,162 3,294 Other countries (a) 5,293 5,347 Total long-lived assets $ 17,613 $ 18,208 (a) Other countries represents the aggregate value for countries in which we operate that individually had attributable long-lived assets representing less than 10 percent of consolidated long-lived assets. |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Years ended December 31, 2021 2020 2019 Construction work in progress, beginning of period $ 828 $ 753 $ 632 Capital expenditures Newbuild construction program 174 143 129 Other equipment and construction projects 34 122 258 Total capital expenditures 208 265 387 Changes in accrued capital additions 13 (33) 20 Construction work in progress impaired — — (5) Property and equipment placed into service (32) (157) (281) Construction work in progress, end of period $ 1,017 $ 828 $ 753 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of lease costs | Years ended December 31, Lease costs 2021 2020 2019 Short-term lease costs $ 17 $ 27 $ 13 Operating lease costs 12 13 25 Finance lease costs, amortization of right-of-use asset 20 21 21 Finance lease costs, interest on lease liability 33 36 39 Total lease costs $ 82 $ 97 $ 98 |
Schedule of lease cash flow information | Years ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 13 $ 17 $ 19 Operating cash flows from finance lease 37 36 39 Financing cash flows from finance lease 33 35 32 |
Schedule of future minimum payments on operating leases | At December 31, 2021, the aggregate future minimum lease payments were as follows (in millions): Operating Finance leases lease Years ending December 31, 2022 $ 14 $ 71 2023 13 70 2024 13 71 2025 13 70 2026 12 71 Thereafter 113 188 Total future minimum rental payment 178 541 Less amount representing imputed interest (61) (135) Present value of future minimum rental payments 117 406 Current portion, recorded in other current liabilities 8 40 Long-term lease liabilities, recorded in other long-term liabilities $ 109 $ 366 |
Schedule of future minimum payments on finance leases | Operating Finance leases lease Years ending December 31, 2022 $ 14 $ 71 2023 13 70 2024 13 71 2025 13 70 2026 12 71 Thereafter 113 188 Total future minimum rental payment 178 541 Less amount representing imputed interest (61) (135) Present value of future minimum rental payments 117 406 Current portion, recorded in other current liabilities 8 40 Long-term lease liabilities, recorded in other long-term liabilities $ 109 $ 366 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of debt | Principal amount Carrying amount December 31, December 31, December 31, December 31, 2021 2020 2021 2020 6.375% Senior Notes due December 2021 (a) $ — $ 38 $ — $ 38 5.52% Senior Secured Notes due May 2022 (b) 18 111 18 111 3.80% Senior Notes due October 2022 (a) 27 27 27 27 0.50% Exchangeable Senior Bonds due January 2023 (a) 140 463 140 462 5.375% Senior Secured Notes due May 2023 (c) 306 364 304 360 5.875% Senior Secured Notes due January 2024 (c) 435 585 430 577 7.75% Senior Secured Notes due October 2024 (c) 300 360 296 354 6.25% Senior Secured Notes due December 2024 (c) 313 375 309 369 6.125% Senior Secured Notes due August 2025 (c) 402 468 397 461 7.25% Senior Notes due November 2025 (d) 411 411 406 405 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 (e) 294 — 264 — 7.50% Senior Notes due January 2026 (d) 569 569 565 565 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 (e) 238 238 271 277 11.50% Senior Guaranteed Notes due January 2027 (e) 687 687 1,078 1,139 6.875% Senior Secured Notes due February 2027 (c) 550 550 544 542 8.00% Senior Notes due February 2027 (d) 612 612 607 606 7.45% Notes due April 2027 (a) 52 52 52 51 8.00% Debentures due April 2027 (a) 22 22 22 22 7.00% Notes due June 2028 (f) 261 261 265 266 7.50% Notes due April 2031 (a) 396 396 394 394 6.80% Senior Notes due March 2038 (a) 610 610 605 605 7.35% Senior Notes due December 2041 (a) 177 177 176 176 Total debt 6,820 7,376 7,170 7,807 Less debt due within one year 6.375% Senior Notes due December 2021 (a) — 38 — 38 5.52% Senior Secured Notes due May 2022 (b) 18 93 18 92 3.80% Senior Notes due October 2022 (a) 27 — 27 — 5.375% Senior Secured Notes due May 2023 (c) 63 47 62 46 5.875% Senior Secured Notes due January 2024 (c) 83 83 80 80 7.75% Senior Secured Notes due October 2024 (c) 60 60 58 58 6.25% Senior Secured Notes due December 2024 (c) 62 62 61 60 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 61 6.875% Senior Secured Notes due February 2027 (c) 69 — 67 — Total debt due within one year 448 449 513 505 Total long-term debt $ 6,372 $ 6,927 $ 6,657 $ 7,302 (a) Transocean Inc., a 100 percent 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. (b) The subsidiary issuer of the unregistered senior secured notes is a wholly owned indirect subsidiary of Transocean Inc. The senior secured notes are fully and unconditionally guaranteed by the owner of the collateral rig. (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 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 issuer of the registered notes is a wholly owned indirect subsidiary of Transocean Inc. The notes are fully and unconditionally guaranteed by Transocean Inc. |
Scheduled maturities of debt | Principal Other installments installments Total Years ending December 31, 2022 $ 448 $ 76 $ 524 2023 722 76 798 2024 786 77 863 2025 992 77 1,069 2026 652 78 730 Thereafter 3,220 39 3,259 Total installments of debt $ 6,820 $ 423 7,243 Total unamortized debt-related balances, net (73) Total carrying amount of debt $ 7,170 |
Schedule of debt retirements | Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 Exchange Repurchase Total Exchange Redeem Tender Repurchase Total Tender Repurchase Total 6.50% Senior Notes due November 2020 $ — $ — $ — $ — $ — $ 38 $ 15 $ 53 $ 57 $ 23 $ 80 6.375% Senior Notes due December 2021 — — — 37 — 77 69 183 63 43 106 3.80% Senior Notes due October 2022 — — — 136 — 10 16 162 190 32 222 0.50% Exchangeable Senior Bonds due January 2023 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 — — 714 200 336 536 5.875% Senior Secured Notes due January 2024 — 68 68 — — — — — — — — 7.25% Senior Notes due November 2025 — — — 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 restructured or retired $ 323 $ 79 $ 402 $ 1,910 $ 714 $ 360 $ 147 $ 3,131 $ 510 $ 434 $ 944 Aggregate cash payment $ 11 $ 79 $ 90 $ 10 $ 767 $ 222 $ 110 $ 1,109 $ 522 $ 449 $ 971 Aggregate principal amount of debt issued in exchanges $ 294 $ — $ 294 $ 925 $ — $ — $ — $ 925 $ — $ — $ — Aggregate net gain (loss) $ 51 $ — $ 51 $ 427 $ (65) $ 135 $ 36 $ 533 $ (18) $ (23) $ (41) |
Exchanged | |
Schedule of debt | Exchange terms Implied Exchange exchange Shares rate price issuable 0.50% Exchangeable Senior Bonds due January 2023 97.29756 $ 10.28 13.6 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 Effective interest rates and fair values Effective Fair interest rate value 0.50% Exchangeable Senior Bonds due January 2023 0.5% $ 119 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% 278 2.50% Senior Guaranteed Exchangeable Bonds due January 2027 0.0% 196 |
Postemployment Benefit Plans (T
Postemployment Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefit Plans | |
Schedule of weighted-average assumptions | Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ — $ — $ — $ — $ 1 $ — $ 1 $ — $ 7 $ — $ 7 Interest cost 47 6 — 53 55 8 — 63 63 10 1 74 Expected return on plan assets (66) (13) — (79) (67) (14) — (81) (71) (17) — (88) Settlements and curtailments — (2) — (2) 1 12 — 13 1 2 — 3 Actuarial loss, net 11 1 — 12 9 1 1 11 3 — — 3 Prior service gain, net — — (2) (2) — — (2) (2) — — (2) (2) Net periodic benefit costs (income) $ (8) $ (8) $ (2) $ (18) $ (2) $ 8 $ (1) $ 5 $ (4) $ 2 $ (1) $ (3) Funded status December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Plans Plans Plans Discount rate 2.91 % 1.90 % 1.83 % 2.60 % 1.50 % 1.21 % Expected long-term rate of return 4.82 % 2.00 % na 5.51 % 3.20 % na “na” means not applicable. |
Schedule of net periodic benefit costs before tax | Year ended December 31, 2021 Year ended December 31, 2020 Year ended December 31, 2019 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Plans Plans Plans Total Net periodic benefit costs Service cost $ — $ — $ — $ — $ — $ 1 $ — $ 1 $ — $ 7 $ — $ 7 Interest cost 47 6 — 53 55 8 — 63 63 10 1 74 Expected return on plan assets (66) (13) — (79) (67) (14) — (81) (71) (17) — (88) Settlements and curtailments — (2) — (2) 1 12 — 13 1 2 — 3 Actuarial loss, net 11 1 — 12 9 1 1 11 3 — — 3 Prior service gain, net — — (2) (2) — — (2) (2) — — (2) (2) Net periodic benefit costs (income) $ (8) $ (8) $ (2) $ (18) $ (2) $ 8 $ (1) $ 5 $ (4) $ 2 $ (1) $ (3) |
Schedule of changes in projected benefit obligation, plan assets and funded status and the amounts recognized on consolidated balance sheets | Year ended December 31, 2021 Year ended December 31, 2020 U.S. Non-U.S. OPEB U.S. Non-U.S. OPEB Plans Plans Plans Total Plans Plans Plans Total Change in projected benefit obligation Projected benefit obligation, beginning of period $ 1,825 $ 384 $ 16 $ 2,225 $ 1,696 $ 395 $ 17 $ 2,108 Actuarial losses (gains), net (72) (21) (1) (94) 148 46 1 195 Service cost — — — — — 1 — 1 Interest cost 47 6 — 53 55 8 — 63 Currency exchange rate changes — (2) — (2) — 9 — 9 Benefits paid (76) (17) (2) (95) (72) (24) (2) (98) Settlements — (2) — (2) (2) (52) — (54) Plan amendment — — — — — 1 — 1 Projected benefit obligation, end of period 1,724 348 13 2,085 1,825 384 16 2,225 Change in plan assets Fair value of plan assets, beginning of period 1,565 420 — 1,985 1,369 430 — 1,799 Actual return on plan assets 131 29 — 160 267 50 — 317 Currency exchange rate changes — (3) — (3) — 6 — 6 Employer contributions 1 7 2 10 3 9 2 14 Benefits paid (76) (17) (2) (95) (72) (24) (2) (98) Settlements — (2) — (2) (2) (51) — (53) Fair value of plan assets, end of period 1,621 434 — 2,055 1,565 420 — 1,985 Funded status, end of period $ (103) $ 86 $ (13) $ (30) $ (260) $ 36 $ (16) $ (240) Balance sheet classification, end of period: Pension asset, non-current $ 16 $ 86 $ — $ 102 $ — $ 37 $ — $ 37 Pension liability, current (1) — (3) (4) (1) (1) (3) (5) Pension liability, non-current (118) — (10) (128) (259) — (13) (272) Accumulated other comprehensive loss (income), before taxes 95 42 (10) 127 242 80 (10) 312 Accumulated benefit obligation, end of period $ 1,724 $ 348 $ 13 $ 2,085 $ 1,825 $ 384 $ 16 $ 2,225 |
Schedule of aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Projected benefit obligation $ 140 $ — $ 13 $ 153 $ 1,825 $ 2 $ 16 $ 1,843 Fair value of plan assets 20 — — 20 1,565 1 — 1,566 |
Schedule of aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Accumulated benefit obligation $ 140 $ — $ 13 $ 153 $ 1,825 $ 2 $ 16 $ 1,843 Fair value of plan assets 20 — — 20 1,565 1 — 1,566 |
Schedule of amounts in accumulated other comprehensive income, before tax, that have not been recognized as components of net periodic benefit costs | December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Actuarial loss, net $ 95 $ 40 $ — $ 135 $ 242 $ 78 $ 2 $ 322 Prior service cost, net — 2 (10) (8) — 2 (12) (10) Accumulated other comprehensive loss (income), before taxes $ 95 $ 42 $ (10) $ 127 $ 242 $ 80 $ (10) $ 312 |
Schedule of allocations and fair value of plan assets | December 31, 2021 December 31, 2020 U.S. U.K. OPEB U.S. Non-U.S. OPEB Plans Plan Plans Total Plans Plans Plans Total Actuarial loss, net $ 95 $ 40 $ — $ 135 $ 242 $ 78 $ 2 $ 322 Prior service cost, net — 2 (10) (8) — 2 (12) (10) Accumulated other comprehensive loss (income), before taxes $ 95 $ 42 $ (10) $ 127 $ 242 $ 80 $ (10) $ 312 Plan assets December 31, 2021 December 31, 2020 Target allocation Actual allocation Target allocation Actual allocation U.S. U.K. U.S. U.K. U.S. Non-U.S. U.S. Non-U.S. Plans Plan Plans Plan Plans Plans Plans Plans Equity securities 38 % 19 % 38 % 19 % 50 % 27 % 55 % 25 % Fixed income securities 62 % 81 % 62 % 80 % 50 % 73 % 45 % 74 % Other investments — % — % — % 1 % — — % — 1 % Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % The investments for the funded defined benefit plans were categorized as follows (in millions): December 31, 2021 Significant observable inputs Significant other observable inputs Total U.S. U.K. U.S. U.K. U.S. U.K. Plans Plan Total Plans Plan Total Plans Plan Total Mutual funds U.S. equity funds $ 421 $ — $ 421 $ — $ — $ — $ 421 $ — $ 421 Non-U.S. equity funds 184 — 184 7 85 92 191 85 276 Bond funds 999 — 999 4 346 350 1,003 346 1,349 Total mutual funds 1,604 — 1,604 11 431 442 1,615 431 2,046 Other investments Cash and money market funds 6 3 9 — — — 6 3 9 Total investments $ 1,610 $ 3 $ 1,613 $ 11 $ 431 $ 442 $ 1,621 $ 434 $ 2,055 December 31, 2020 Significant observable inputs Significant other observable inputs Total U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S. Plans Plans Total Plans Plans Total Plans Plans Total Mutual funds U.S. equity funds $ 586 $ — $ 586 $ — $ — $ — $ 586 $ — $ 586 Non-U.S. equity funds 263 — 263 7 103 110 270 103 373 Bond funds 699 — 699 4 310 314 703 310 1,013 Total mutual funds 1,548 — 1,548 11 413 424 1,559 413 1,972 Other investments Cash and money market funds 6 6 12 — — — 6 6 12 Investment contracts — — — — 1 1 — 1 1 Total other investments 6 6 12 — 1 1 6 7 13 Total investments $ 1,554 $ 6 $ 1,560 $ 11 $ 414 $ 425 $ 1,565 $ 420 $ 1,985 |
Schedule of projected benefits payments | U.S. U.K. OPEB Plans Plan Plans Total Years ending December 31, 2022 $ 82 $ 6 $ 3 $ 91 2023 83 6 3 92 2024 83 6 3 92 2025 84 7 2 93 2026 84 8 1 93 2027 - 2031 424 52 1 477 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Components of the provision (benefit) for income taxes | Years ended December 31, 2021 2020 2019 Current tax benefit $ (7) $ (33) $ (189) Deferred tax expense 128 60 248 Income tax expense $ 121 $ 27 $ 59 |
Reconciliation of the differences between income tax expense computed at the Swiss holding company statutory rate and the reported provision for income taxes | Years ended December 31, 2021 2020 2019 Income tax benefit at Swiss federal statutory rate $ (36) $ (42) $ (94) Changes in valuation allowance 1,167 (31) 37 Earnings subject to rates different than the Swiss federal statutory rate 78 82 189 Deemed profits taxes 17 19 22 Jurisdictional ownership changes of certain assets 16 — — Withholding taxes 10 6 11 Losses on impairment 5 52 35 Changes in unrecognized tax benefits, net (43) (15) (268) Swiss Federal Act on Tax Reform and AHV Financing (1,095) — — Base erosion and anti-abuse tax — 5 21 U.S. Coronavirus Aid, Relief, and Economic Security Act — (28) — Operating structural changes — — 98 Other, net 2 (21) 8 Income tax expense $ 121 $ 27 $ 59 |
Significant components of deferred tax assets and liabilities | December 31, 2021 2020 Deferred tax assets Swiss historic depreciation and financing asset costs $ 1,333 $ — Net operating loss carryforwards 915 809 Interest expense limitation 67 72 United Kingdom charter limitation 53 40 Accrued expenses 23 18 Tax credits 19 21 Deferred income 7 14 Accrued payroll costs not currently deductible 2 46 Loss contingencies 2 3 Other 31 27 Valuation allowance (1,820) (685) Total deferred tax assets 632 365 Deferred tax liabilities Depreciation (1,052) (658) Contract intangible amortization (11) (6) Other (9) (7) Total deferred tax liabilities (1,072) (671) Deferred tax assets (liabilities), net $ (440) $ (306) |
Reconciliation of unrecognized tax benefits, excluding interest and penalties | Years ended December 31, 2021 2020 2019 Balance, beginning of period $ 378 $ 335 $ 408 Additions for current year tax positions 28 90 144 Additions for prior year tax positions 46 11 6 Reductions related to statute of limitation expirations and changes in law (19) (7) (138) Reductions due to settlements (31) — (19) Reductions for prior year tax positions — (51) (66) Balance, end of period $ 402 $ 378 $ 335 |
Schedule of unrecognized tax benefits, including related interest and penalties | December 31, 2021 2020 Unrecognized tax benefits, excluding interest and penalties $ 402 $ 378 Interest and penalties 33 41 Unrecognized tax benefits, including interest and penalties $ 435 $ 419 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (loss) per share | |
Schedule of earnings (loss) per share | The computation of basic and diluted loss per share was as follows (in millions, except per share data): Years ended December 31, 2021 2020 2019 Numerator for loss per share, basic and diluted Net loss attributable to controlling interest $ (592) $ (567) $ (1,255) Denominator for loss per share, basic and diluted Weighted-average shares outstanding 636 614 611 Effect of share-based awards 1 1 1 Weighted-average shares for per share calculation 637 615 612 Loss per share, basic and diluted $ (0.93) $ (0.92) $ (2.05) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contingencies | |
Schedule of aggregate future payments required under purchase obligations | Service Purchase agreement obligations obligations Years ending December 31, 2022 $ 950 $ 116 2023 52 121 2024 — 126 2025 — 130 2026 — 134 Thereafter — 173 Total $ 1,002 $ 800 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation | |
Summary of activity for vested and unvested stock options outstanding | Weighted-average Number Weighted-average remaining Aggregate of shares exercise price contractual term intrinsic value under option per share (years) (in millions) Outstanding at January 1, 2021 4,385,147 $ 12.31 6.62 $ — Forfeited (74,728) 19.21 Expired (47,145) 78.76 Outstanding at December 31, 2021 4,263,274 $ 11.45 5.70 $ — Vested and exercisable at December 31, 2021 3,780,586 $ 11.85 5.52 $ — |
Service awards | |
Share Based Compensation | |
Summary of unvested deferred units activity | Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2021 8,902,970 $ 3.14 Granted 6,148,361 3.56 Vested (4,368,749) 3.75 Forfeited (19,717) 6.24 Unvested at December 31, 2021 10,662,865 $ 3.13 |
Performance awards | |
Share Based Compensation | |
Summary of unvested deferred units activity | Number Weighted-average of grant-date fair value units per unit Unvested at January 1, 2021 3,560,884 $ 4.40 Granted 3,025,512 3.70 Vested (1,030,424) 10.77 Forfeited (166,582) 10.79 Unvested at December 31, 2021 5,389,390 $ 2.59 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Balance Sheet Information | |
Schedule of other current liabilities | December 31, 2021 2020 Other current liabilities Accrued employee benefits and payroll-related liabilities $ 178 $ 224 Accrued interest 121 128 Accrued taxes, other than income 52 66 Finance lease liability 40 37 Operating lease liabilities 8 8 Deferred revenues 83 133 Contingent liabilities 60 60 Other 3 3 Total other current liabilities $ 545 $ 659 |
Schedule of other long term liabilities | December 31, 2021 2020 Other long-term liabilities Postemployment benefit plan obligations $ 128 $ 272 Finance lease liability 366 407 Operating lease liabilities 109 114 Income taxes payable 157 202 Deferred revenues 265 323 Other 43 48 Total other long-term liabilities $ 1,068 $ 1,366 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information | |
Schedule of changes in other operating assets and liabilities | Years ended December 31, 2021 2020 2019 Changes in other operating assets and liabilities Decrease in accounts receivable $ 137 $ 67 $ 87 Increase in other assets (13) (113) (30) Decrease in accounts payable and other current liabilities (52) (254) (21) Increase (decrease) in other long-term liabilities (3) 2 (34) Change in income taxes receivable / payable, net (17) (69) (303) Change in receivables from / payables to affiliates, net (15) 14 (10) $ 37 $ (353) $ (311) |
Additional cash flow information | Years ended December 31, 2021 2020 2019 Certain cash operating activities Cash payments for interest $ 429 $ 593 $ 648 Cash payments for income taxes 57 70 121 Non-cash investing and financing activities Capital additions, accrued at end of period (a) $ 28 $ 15 $ 48 Issuance of debt in exchange transactions (b) 294 925 — Equity component of exchangeable debt (c) — 46 — (a) Additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of the period. See Note 7—Long-Lived Assets . (b) In the year ended December 31, 2021, in connection with the 2021 Private Exchange, we issued $294 million aggregate principal amount of the 4.00% Senior Guaranteed Exchangeable Bonds. In the year ended December 31, 2020, in connection with the 2020 Exchange Transactions, we issued $687 million and $238 million aggregate principal amount of the 11.50% Senior Guaranteed Notes and the 2.50% Senior Guaranteed Exchangeable Bonds, respectively. See Note 9—Debt . (c) In connection with the issuance of the 2.50% Senior Guaranteed Exchangeable Bonds, we recorded the conversion feature, measured at its estimated fair value, to additional paid-in capital. See Note 9—Debt . |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | December 31, 2021 December 31, 2020 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 976 $ 976 $ 1,154 $ 1,154 Restricted cash and cash equivalents 436 436 406 406 Long-term loans receivable from unconsolidated affiliates 36 33 2 2 Total debt 7,170 5,661 7,807 4,820 |
Business (Details)
Business (Details) | 12 Months Ended |
Dec. 31, 2021segmentitem | |
Number of mobile offshore drilling units | 37 |
Number of operating segments | segment | 1 |
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 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized interest | |||
Capitalized interest costs on construction work in progress | $ 50 | $ 47 | $ 38 |
Functional currency | |||
Net foreign currency exchange gain (loss) | (1) | (8) | $ 2 |
Materials and supplies | |||
Increase inventory allowance | $ 28 | ||
Increase in inventory allowance (in dollars per share) | $ 0.04 | ||
Materials and supplies, allowance for obsolescence | $ 183 | 143 | |
Assets held for sale | |||
Assets held for sale, included in other current assets | $ 0 | 0 | |
Property and equipment | |||
Property and equipment as a percentage of total assets | 83.00% | ||
Equity method investments and impairment | |||
Loss on impairment of investment in unconsolidated affiliates | $ 37 | $ 62 | |
Drilling rig units | |||
Property and equipment | |||
Estimated original useful life | 35 years | ||
Buildings and improvements | Minimum | |||
Property and equipment | |||
Estimated original useful life | 2 years | ||
Buildings and improvements | Maximum | |||
Property and equipment | |||
Estimated original useful life | 30 years | ||
Machinery and equipment | Minimum | |||
Property and equipment | |||
Estimated original useful life | 4 years | ||
Machinery and equipment | Maximum | |||
Property and equipment | |||
Estimated original useful life | 20 years |
Significant Accounting Polici_4
Significant Accounting Policies (Pensions) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pension and other postretirement benefits | ||
Recognition period of investment gains or losses related to asset valuation for determining net periodic benefit cost | 5 years | |
Conditional amortization gains or losses as percentage of greater of plan assets or liabilities, minimum | 10.00% | |
Pension liability, current and noncurrent | $ 132 | $ 277 |
Pension asset, non-current | $ 102 | $ 37 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | |
Investments | ||||
Loss on impairment of investment in unconsolidated affiliates | $ 37 | $ 62 | ||
Aggregate carrying amount of equity investment | 91 | 138 | ||
Investments in loans to unconsolidated affiliates | $ 33 | 2 | ||
Orion/Transocean Norge | ||||
Investments | ||||
Ownership percentage | 33.00% | |||
Equity method investment payment | 8 | $ 74 | ||
Loss on impairment of investment in unconsolidated affiliates | $ 37 | 59 | ||
Aggregate carrying amount of equity investment | 57 | 104 | ||
Investments in loans to unconsolidated affiliates | 33 | |||
Affiliate loan receivable | $ 34 | |||
Orion/Transocean Norge | LIBOR | ||||
Investments | ||||
Loan receivable interest rate (as a percent) | 6.50% | |||
Orion/Transocean Norge | Orion/Transocean Norge | ||||
Investments | ||||
Loan payable | $ 100 | |||
Orion/Transocean Norge | Discount rate | ||||
Investments | ||||
Investment fair value measurement | 12 | |||
Orion/Transocean Norge | Reimbursements, Agent Fees and Other Receipts | ||||
Investments | ||||
Related party transaction | $ 16 | 46 | 96 | |
Orion/Transocean Norge | Rent Expense | ||||
Investments | ||||
Related party transaction | 12 | 22 | 9 | |
Orion/Transocean Norge | Charter rig and other equipment | ||||
Investments | ||||
Related party transaction | 15 | 22 | 6 | |
Other Investments | ||||
Investments | ||||
Related party transaction | $ 6 | $ 15 | $ 11 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Contract drilling revenues | $ 2,556 | $ 3,152 | $ 3,088 |
U.S. | |||
Revenue | |||
Contract drilling revenues | 1,098 | 1,302 | 1,264 |
Norway | |||
Revenue | |||
Contract drilling revenues | 790 | 876 | 775 |
Other | |||
Revenue | |||
Contract drilling revenues | 668 | 974 | 1,049 |
Ultra-deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 1,720 | 2,094 | 1,957 |
Ultra-deepwater floaters | U.S. | |||
Revenue | |||
Contract drilling revenues | 1,096 | 1,302 | 1,264 |
Ultra-deepwater floaters | Other | |||
Revenue | |||
Contract drilling revenues | 624 | 792 | 693 |
Harsh environment floaters | |||
Revenue | |||
Contract drilling revenues | 836 | 1,046 | 1,069 |
Harsh environment floaters | U.S. | |||
Revenue | |||
Contract drilling revenues | 2 | ||
Harsh environment floaters | Norway | |||
Revenue | |||
Contract drilling revenues | 790 | 876 | 775 |
Harsh environment floaters | Other | |||
Revenue | |||
Contract drilling revenues | $ 44 | 170 | 294 |
Deepwater floaters | |||
Revenue | |||
Contract drilling revenues | 7 | ||
Deepwater floaters | Other | |||
Revenue | |||
Contract drilling revenues | 7 | ||
Midwater floaters | |||
Revenue | |||
Contract drilling revenues | 12 | 55 | |
Midwater floaters | Other | |||
Revenue | |||
Contract drilling revenues | $ 12 | $ 55 |
Revenues (Customers) (Details)
Revenues (Customers) (Details) - Revenue - Customer | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shell | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 31.00% | 28.00% | 26.00% |
Equinor | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 30.00% | 27.00% | 21.00% |
Chevron | |||
Concentration Risk [Line Items] | |||
Percentage of concentration | 14.00% | 17.00% |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract balances | |||
Deferred contract revenues, recorded in other current liabilities | $ 83 | $ 133 | |
Deferred contract revenues, recorded in other long-term liabilities | 265 | 323 | |
Total contract liabilities | $ 348 | $ 456 | $ 529 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 456 | $ 529 |
Decrease due to recognition of revenues for goods and services | (149) | (184) |
Increase due to goods and services transferred over time | 41 | 111 |
Total contract liabilities, at end of period | $ 348 | $ 456 |
Revenues (Performance) (Details
Revenues (Performance) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Revenue | ||||
Performance obligations satisfied in previous periods | $ 10 | |||
Recognized pre-operating costs | $ 48 | $ 60 | $ 18 | |
Unrecognized pre-operating costs | 21 | 20 | ||
Customer-Settlement and mutual release | ||||
Revenue | ||||
Face amount of receivable | $ 185 | |||
Performance obligations satisfied in previous periods | 177 | |||
Proceeds from performance settlement | 46 | 46 | ||
Receivable net of discount | 90 | 133 | ||
Customer-Settlement and mutual release | Accounts receivable | ||||
Revenue | ||||
Receivable net of discount | 46 | 45 | ||
Customer-Settlement and mutual release | Other assets, non-current | ||||
Revenue | ||||
Receivable net of discount | $ 44 | $ 88 |
Contract Intangible Assets (Rol
Contract Intangible Assets (Roll forward) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Gross carrying amount | |||
Beginning Balance, Gross | $ 907 | $ 907 | |
Amortization | (220) | (215) | $ (187) |
Ending Balance, Gross | 907 | 907 | 907 |
Accumulated amortization | |||
Beginning Balance, amortization | (514) | (299) | |
Amortization | (220) | (215) | (187) |
Ending Balance, amortization | (734) | (514) | (299) |
Net carrying amount | |||
Beginning Balance, Net | 393 | 608 | |
Amortization | (220) | (215) | (187) |
Ending Balance, Net | $ 173 | $ 393 | $ 608 |
Contract Intangible Assets (Amo
Contract Intangible Assets (Amortization) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Intangible Assets | |||
2022 | $ 117 | ||
2023 | 52 | ||
2024 | 4 | ||
Total carrying amount of contract intangible assets | $ 173 | $ 393 | $ 608 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | $ 17,613 | $ 18,208 | |
Total capital expenditures | 208 | 265 | $ 387 |
Changes in accrued capital additions | 13 | (33) | 20 |
Construction work in progress impaired | (5) | ||
Property and equipment placed into service | (32) | (157) | (281) |
U.S. | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 5,779 | 6,007 | |
Norway | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 3,379 | 3,560 | |
Greece | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 3,162 | 3,294 | |
Other countries | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Long-lived assets | 5,293 | 5,347 | |
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 | 632 |
Construction work in progress, at end of period | 1,017 | 828 | 753 |
New builds | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | 174 | 143 | 129 |
Other property and equipment | |||
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest | |||
Total capital expenditures | $ 34 | $ 122 | $ 258 |
Long-Lived Assets (Impairment h
Long-Lived Assets (Impairment held and used) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of assets held and used | ||
Loss associated with impairment, net of tax (per share) | $ 0.90 | $ 0.94 |
Midwater floaters | ||
Impairment of assets held and used | ||
Impairment of in use assets | $ 31 | |
Loss associated with impairment, net of tax (per share) | $ 0.05 | |
Loss associated with in use asset impairment, tax effect | $ 0 |
Long-Lived Assets (Impairment_2
Long-Lived Assets (Impairment held for sale) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Long-Lived Assets | ||
Aggregate loss on impairment of assets held for sale | $ 556 | $ 578 |
Loss associated with impairment, net of tax (per share) | $ 0.90 | $ 0.94 |
Aggregate loss on impairment of assets held for sale, tax effect | $ 0 | $ 0 |
Long-Lived Assets (Disposal) (D
Long-Lived Assets (Disposal) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dispositions | |||
Net cash proceeds from sale of assets | $ 9 | $ 24 | $ 70 |
Gain (loss) on the sale of assets | (62) | (84) | (12) |
Gain on termination of construction contracts | 132 | ||
Assets sold, not discontinued operations | Rig sales | |||
Dispositions | |||
Net cash proceeds from sale of assets | 4 | 20 | 64 |
Gain (loss) on the sale of assets | $ (57) | $ (61) | $ 4 |
Gain (loss) on the sale of assets per diluted share | $ (0.09) | $ (0.10) | $ 0.01 |
Gain (loss) on disposal of assets, tax effect | $ 0 | $ 0 | $ 0 |
Assets sold, not discontinued operations | Other property and equipment | |||
Dispositions | |||
Net cash proceeds from sale of assets | 5 | 4 | 6 |
Gain (loss) on the sale of assets | $ (5) | $ (23) | $ (16) |
Leases (Operating leases) (Deta
Leases (Operating leases) (Details) | Dec. 31, 2021 |
Leases | |
Weighted average discount rate, operating leases (as a percent) | 6.40% |
Weighted-average remaining lease term, operating leases | 13 years 6 months |
Leases (Finance lease) (Details
Leases (Finance lease) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases | |
Implicit interest rate (as a percent) | 7.80% |
End of lease obligation | $ 1 |
Leases (Lease costs) (Details)
Leases (Lease costs) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Short-term lease costs | $ 17 | $ 27 | $ 13 |
Operating lease costs | 12 | 13 | 25 |
Finance lease costs, amortization of right-of-use asset | 20 | 21 | 21 |
Finance lease costs, interest on lease liability | 33 | 36 | 39 |
Total lease costs | $ 82 | $ 97 | 98 |
Operating lease impairment | $ 26 |
Leases - (Cash flow) (Details)
Leases - (Cash flow) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases | |||
Operating cash flows from operating leases | $ 13 | $ 17 | $ 19 |
Operating cash flows from finance lease | 37 | 36 | 39 |
Financing cash flows from finance lease | $ 33 | $ 35 | $ 32 |
Leases (Maturity) (Details)
Leases (Maturity) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease maturity | ||
2022 | $ 14 | |
2023 | 13 | |
2024 | 13 | |
2025 | 13 | |
2026 | 12 | |
Thereafter | 113 | |
Total future minimum rental payment | 178 | |
Less amount representing imputed interest | (61) | |
Present value of future minimum rental payments under operating leases | 117 | |
Current portion, recorded in other current liabilities | 8 | $ 8 |
Long-term lease liabilities, recorded in other long-term liabilities | 109 | 114 |
Finance lease maturity | ||
2022 | 71 | |
2023 | 70 | |
2024 | 71 | |
2025 | 70 | |
2026 | 71 | |
Thereafter | 188 | |
Total future minimum rental payment | 541 | |
Less amount representing imputed interest | (135) | |
Present value of future minimum rental payments under finance leases | 406 | |
Current portion, recorded in other current liabilities | 40 | 37 |
Long-term lease liabilities, recorded in other long-term liabilities | $ 366 | $ 407 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 11, 2020 | Jan. 17, 2020 | |
Principal amount | ||||
Debt due within one year | $ 448 | $ 449 | ||
Long-term debt | 6,372 | 6,927 | ||
Carrying amount | ||||
Total debt | 7,170 | 7,807 | ||
Debt due within one year | 513 | 505 | ||
Long-term debt | $ 6,657 | 7,302 | ||
Transocean Inc | ||||
Carrying amount | ||||
Percentage ownership interest in Transocean Inc. by Transocean Ltd. | 100.00% | |||
6.375% Senior Notes due December 2021 | ||||
Principal amount | ||||
Total installments of debt | 38 | |||
Carrying amount | ||||
Total debt | 38 | |||
Debt due within one year | 38 | |||
Debt instrument interest rate stated percentage | 6.375% | |||
5.52% Senior Secured Notes due May 2022 | ||||
Principal amount | ||||
Total installments of debt | $ 18 | 111 | ||
Debt due within one year | 18 | 93 | ||
Carrying amount | ||||
Total debt | 18 | 111 | ||
Debt due within one year | $ 18 | 92 | ||
Debt instrument interest rate stated percentage | 5.52% | |||
3.80% Senior Notes due October 2022 | ||||
Principal amount | ||||
Total installments of debt | $ 27 | 27 | ||
Debt due within one year | 27 | |||
Carrying amount | ||||
Total debt | 27 | 27 | ||
Debt due within one year | $ 27 | |||
Debt instrument interest rate stated percentage | 3.80% | |||
Interest rate, as adjusted (as a percent) | 5.80% | |||
0.50% Exchangeable Senior Bonds due January 2023 | ||||
Principal amount | ||||
Total installments of debt | $ 140 | 463 | ||
Carrying amount | ||||
Total debt | $ 140 | 462 | ||
Debt instrument interest rate stated percentage | 0.50% | |||
5.375% Senior Secured Notes due May 2023 | ||||
Principal amount | ||||
Total installments of debt | $ 306 | 364 | ||
Debt due within one year | 63 | 47 | ||
Carrying amount | ||||
Total debt | 304 | 360 | ||
Debt due within one year | $ 62 | 46 | ||
Debt instrument interest rate stated percentage | 5.375% | |||
5.875% Senior Secured Notes due January 2024 | ||||
Principal amount | ||||
Total installments of debt | $ 435 | 585 | ||
Debt due within one year | 83 | 83 | ||
Carrying amount | ||||
Total debt | 430 | 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 | $ 300 | 360 | ||
Debt due within one year | 60 | 60 | ||
Carrying amount | ||||
Total debt | 296 | 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 | $ 313 | 375 | ||
Debt due within one year | 62 | 62 | ||
Carrying amount | ||||
Total debt | 309 | 369 | ||
Debt due within one year | $ 61 | 60 | ||
Debt instrument interest rate stated percentage | 6.25% | |||
6.125% Senior Secured Notes due August 2025 | ||||
Principal amount | ||||
Total installments of debt | $ 402 | 468 | ||
Debt due within one year | 66 | 66 | ||
Carrying amount | ||||
Total debt | 397 | 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% | |||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||
Principal amount | ||||
Total installments of debt | $ 294 | |||
Carrying amount | ||||
Total debt | $ 264 | |||
Debt instrument interest rate stated percentage | 4.00% | |||
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 | 271 | 277 | ||
Debt due within one year | $ 6 | 6 | ||
Debt instrument interest rate stated percentage | 2.50% | |||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | Perestroika AS | ||||
Principal amount | ||||
Total installments of debt | $ 213 | 213 | ||
11.50% Senior Guaranteed Notes due January 2027 | ||||
Principal amount | ||||
Total installments of debt | 687 | 687 | ||
Carrying amount | ||||
Total debt | 1,078 | 1,139 | ||
Debt due within one year | $ 70 | 61 | ||
Debt instrument interest rate stated percentage | 11.50% | 11.50% | ||
6.875% Senior Secured Notes due February 2027 | ||||
Principal amount | ||||
Total installments of debt | $ 550 | 550 | ||
Debt due within one year | 69 | |||
Carrying amount | ||||
Total debt | 544 | 542 | ||
Debt due within one year | $ 67 | |||
Debt instrument interest rate stated percentage | 6.875% | |||
8.00% Senior Notes due February 2027 | ||||
Principal amount | ||||
Total installments of debt | $ 612 | 612 | ||
Carrying amount | ||||
Total debt | $ 607 | 606 | ||
Debt instrument interest rate stated percentage | 8.00% | 8.00% | ||
7.45% Notes due April 2027 | ||||
Principal amount | ||||
Total installments of debt | $ 52 | 52 | ||
Carrying amount | ||||
Total debt | $ 52 | 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% | |||
Interest rate, as adjusted (as a percent) | 9.35% | |||
Principal installments | ||||
Principal amount | ||||
Total installments of debt | $ 6,820 | $ 7,376 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Total Installments | ||
Scheduled maturities of debt | ||
2022 | $ 524 | |
2023 | 798 | |
2024 | 863 | |
2025 | 1,069 | |
2026 | 730 | |
Thereafter | 3,259 | |
Total installments of debt | 7,243 | |
Total unamortized debt-related balances, net | (73) | |
Total carrying amount of debt | 7,170 | |
Principal installments | ||
Scheduled maturities of debt | ||
2022 | 448 | |
2023 | 722 | |
2024 | 786 | |
2025 | 992 | |
2026 | 652 | |
Thereafter | 3,220 | |
Total installments of debt | 6,820 | $ 7,376 |
Other installments | ||
Scheduled maturities of debt | ||
2022 | 76 | |
2023 | 76 | |
2024 | 77 | |
2025 | 77 | |
2026 | 78 | |
Thereafter | 39 | |
Total installments of debt | $ 423 |
Debt (Interest and Credit Agree
Debt (Interest and Credit Agreements) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2018USD ($) | Dec. 31, 2021USD ($) | |
6.375% Senior Notes due December 2021 | |||
Debt | |||
Debt instrument interest rate stated percentage | 6.375% | ||
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 | $ 1,330 | ||
Debt to capitalization ratio | 0.60 | ||
Minimum liquidity | $ 500 | ||
Commitment fee percentage at period end | 0.875% | ||
Credit facility amount outstanding | $ 0 | ||
Letters of credit issued and outstanding | 17 | ||
Credit facility available borrowing capacity | $ 1,320 | ||
Five-Year Revolving Credit Facility | Leverage ratio exceeds 10:1 | |||
Debt | |||
Borrowing capacity, maximum | $ 1,000 | ||
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% | ||
Shipyard Loans | |||
Debt | |||
Debt instrument interest rate stated percentage | 4.50% | ||
Credit facility amount outstanding | $ 0 | ||
Debt term | 6 years |
Debt (Exchange and Issue) (Deta
Debt (Exchange and Issue) (Details) $ / shares in Units, $ in Millions | Feb. 26, 2021USD ($)$ / shares | Sep. 11, 2020USD ($) | Aug. 14, 2020USD ($) | Jan. 17, 2020USD ($) | May 24, 2019USD ($) | Feb. 01, 2019USD ($) | Aug. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jun. 30, 2018USD ($) |
Debt | |||||||||||
Equity component of convertible debt instrument | $ 46 | ||||||||||
Issuance of debt in exchange transactions | $ 294 | 925 | |||||||||
Aggregate cash payment | 90 | 1,109 | $ 971 | ||||||||
Gains (losses) on restructuring | 51 | 533 | (41) | ||||||||
Proceeds from issuance of debt | 743 | 1,056 | |||||||||
Redeemed | |||||||||||
Debt | |||||||||||
Aggregate cash payment | 767 | ||||||||||
Gains (losses) on restructuring | (65) | ||||||||||
Tendered | |||||||||||
Debt | |||||||||||
Aggregate cash payment | 222 | 522 | |||||||||
Gains (losses) on restructuring | 135 | (18) | |||||||||
Repurchased | |||||||||||
Debt | |||||||||||
Aggregate cash payment | 79 | 110 | 449 | ||||||||
Gains (losses) on restructuring | 36 | $ (23) | |||||||||
Exchanged | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | 294 | 925 | |||||||||
Aggregate cash payment | 11 | 10 | |||||||||
Original debt in exchange | $ 1,500 | ||||||||||
Gains (losses) on restructuring | $ 51 | 427 | |||||||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||||||||
Debt | |||||||||||
Debt conversion ratio | 0.09729756 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 10.28 | ||||||||||
Shares issuable (in shares) | 13.6 | ||||||||||
Effective interest rate (as a percent) | 0.50% | ||||||||||
Fair value of debt | $ 119 | ||||||||||
Equity component of convertible debt instrument | $ 172 | 172 | |||||||||
Aggregate cash payment | $ 11 | ||||||||||
Original debt in exchange | 323 | $ 397 | |||||||||
Gains (losses) on restructuring | $ 51 | $ 72 | |||||||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.08 | $ 0.12 | |||||||||
0.50% Exchangeable Senior Bonds due January 2023 | Perestroika AS | |||||||||||
Debt | |||||||||||
Original debt in exchange | $ 356 | ||||||||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | |||||||||||
Debt | |||||||||||
Debt conversion ratio | 0.19047620 | ||||||||||
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | ||||||||||
Shares issuable (in shares) | 56 | ||||||||||
Effective interest rate (as a percent) | 6.90% | ||||||||||
Fair value of debt | $ 278 | ||||||||||
Equity component of convertible debt instrument | $ 260 | ||||||||||
Issuance of debt in exchange transactions | $ 294 | $ 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 | ||||||||||
Shares issuable (in shares) | 38.6 | ||||||||||
Effective interest rate (as a percent) | 0.00% | ||||||||||
Fair value of debt | $ 196 | ||||||||||
Equity component of convertible debt instrument | 46 | ||||||||||
Issuance of debt in exchange transactions | $ 238 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | Perestroika AS | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | $ 213 | ||||||||||
Securities held (as a percent) | 10.00% | ||||||||||
6.875% Senior Secured Notes due February 2027 | |||||||||||
Debt | |||||||||||
Debt instrument face value | $ 550 | ||||||||||
Proceeds from issuance of debt | $ 539 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
5.375% Senior Secured Notes due May 2023 | |||||||||||
Debt | |||||||||||
Debt instrument face value | $ 525 | ||||||||||
Proceeds from issuance of debt | $ 517 | ||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | |||||||||||
Debt | |||||||||||
Issuance of debt in exchange transactions | $ 687 | ||||||||||
Gains (losses) on restructuring | $ 355 | ||||||||||
Gains (losses) on restructuring (in dollars per share) | $ / shares | $ 0.58 | ||||||||||
Maximum percent of original aggregate principal | 40.00% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | Use of cash | |||||||||||
Debt | |||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
11.50% Senior Guaranteed Notes due January 2027 | Use of cash from equity offering | |||||||||||
Debt | |||||||||||
Redemption price of debt instrument (as a percent) | 111.50% | ||||||||||
Five-Year Revolving Credit Facility | |||||||||||
Debt | |||||||||||
Aggregate carrying amount assets pledged | $ 5,070 | ||||||||||
Minimum guarantee coverage ratio | 3 | ||||||||||
Minimum collateral coverage ratio. | 2.1 | ||||||||||
Debt to capitalization ratio | 0.60 | ||||||||||
Minimum liquidity | $ 500 | ||||||||||
Five-Year Revolving Credit Facility | Leverage ratio exceeds 10:1 | |||||||||||
Debt | |||||||||||
Ratio of debt principal to EBITDA | 10 | ||||||||||
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% | ||||||||||
Senior Secured Notes | |||||||||||
Debt | |||||||||||
Redemption price of debt instrument (as a percent) | 100.00% | ||||||||||
Aggregate carrying amount assets pledged | $ 5,930 | ||||||||||
Restricted Cash and Cash Equivalents | $ 409 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | Dec. 15, 2021 | Feb. 26, 2021 | Nov. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 17, 2020 |
Debt | |||||||
Aggregate principal amount repaid | $ 402 | $ 3,131 | $ 944 | ||||
Aggregate cash payment | 90 | 1,109 | 971 | ||||
Aggregate principal amount of debt issued in exchanges | 294 | 925 | |||||
Aggregate net gain (loss) | 51 | 533 | (41) | ||||
Repayments of debt | $ 606 | 1,637 | 1,325 | ||||
6.50% Senior Notes due November 2020 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 6.50% | ||||||
Aggregate principal amount repaid | 53 | 80 | |||||
Repayments of debt | $ 153 | ||||||
6.375% Senior Notes due December 2021 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 6.375% | ||||||
Aggregate principal amount repaid | 183 | 106 | |||||
Repayments of debt | $ 38 | ||||||
3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 3.80% | ||||||
Aggregate principal amount repaid | 162 | 222 | |||||
0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 0.50% | ||||||
Aggregate principal amount repaid | $ 323 | 401 | |||||
Aggregate cash payment | $ 11 | ||||||
5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 5.375% | ||||||
Aggregate principal amount repaid | $ 11 | 146 | |||||
9.00% Senior Notes due July 2023 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 9.00% | ||||||
Aggregate principal amount repaid | 714 | 536 | |||||
5.875% Senior Secured Notes due January 2024 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 5.875% | ||||||
Aggregate principal amount repaid | $ 68 | ||||||
7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.25% | ||||||
Aggregate principal amount repaid | 339 | ||||||
7.50% Senior Notes due January 2026 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.50% | ||||||
Aggregate principal amount repaid | 181 | ||||||
8.00% Senior Notes due February 2027 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 8.00% | 8.00% | |||||
Aggregate principal amount repaid | 138 | ||||||
7.45% Notes due April 2027 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.45% | ||||||
Aggregate principal amount repaid | 35 | ||||||
8.00% Debentures due April 2027 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 8.00% | ||||||
Aggregate principal amount repaid | 35 | ||||||
7.00% Notes due June 2028 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.00% | ||||||
Aggregate principal amount repaid | 39 | ||||||
7.50% Notes due April 2031 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.50% | ||||||
Aggregate principal amount repaid | 192 | ||||||
6.80% Senior Notes due March 2038 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 6.80% | ||||||
Aggregate principal amount repaid | 390 | ||||||
7.35% Senior Notes due December 2041 | |||||||
Debt | |||||||
Debt instrument interest rate stated percentage | 7.35% | ||||||
Aggregate principal amount repaid | 123 | ||||||
Aggregate of unspecified debt | |||||||
Debt | |||||||
Repayments of debt | $ 478 | 375 | 354 | ||||
Redeemed | |||||||
Debt | |||||||
Aggregate principal amount repaid | 714 | ||||||
Aggregate cash payment | 767 | ||||||
Redeemed | 9.00% Senior Notes due July 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 714 | ||||||
Tendered | |||||||
Debt | |||||||
Aggregate principal amount repaid | 360 | 510 | |||||
Aggregate cash payment | 222 | 522 | |||||
Tendered | 6.50% Senior Notes due November 2020 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 38 | 57 | |||||
Tendered | 6.375% Senior Notes due December 2021 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 77 | 63 | |||||
Tendered | 3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 10 | 190 | |||||
Tendered | 5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 103 | ||||||
Tendered | 9.00% Senior Notes due July 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 200 | ||||||
Tendered | 7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 132 | ||||||
Repurchased | |||||||
Debt | |||||||
Aggregate principal amount repaid | 79 | 147 | 434 | ||||
Aggregate cash payment | 79 | 110 | 449 | ||||
Repurchased | 6.50% Senior Notes due November 2020 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 15 | 23 | |||||
Repurchased | 6.375% Senior Notes due December 2021 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 69 | 43 | |||||
Repurchased | 3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 16 | 32 | |||||
Repurchased | 0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 4 | ||||||
Repurchased | 5.375% Senior Secured Notes due May 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 11 | 43 | |||||
Repurchased | 9.00% Senior Notes due July 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | $ 336 | ||||||
Repurchased | 5.875% Senior Secured Notes due January 2024 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 68 | ||||||
Exchanged | |||||||
Debt | |||||||
Aggregate principal amount repaid | 323 | 1,910 | |||||
Aggregate cash payment | 11 | 10 | |||||
Aggregate principal amount of debt issued in exchanges | 294 | 925 | |||||
Exchanged | 6.375% Senior Notes due December 2021 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 37 | ||||||
Exchanged | 3.80% Senior Notes due October 2022 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 136 | ||||||
Exchanged | 0.50% Exchangeable Senior Bonds due January 2023 | |||||||
Debt | |||||||
Aggregate principal amount repaid | $ 323 | 397 | |||||
Exchanged | 7.25% Senior Notes due November 2025 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 207 | ||||||
Exchanged | 7.50% Senior Notes due January 2026 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 181 | ||||||
Exchanged | 8.00% Senior Notes due February 2027 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 138 | ||||||
Exchanged | 7.45% Notes due April 2027 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 35 | ||||||
Exchanged | 8.00% Debentures due April 2027 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 35 | ||||||
Exchanged | 7.00% Notes due June 2028 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 39 | ||||||
Exchanged | 7.50% Notes due April 2031 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 192 | ||||||
Exchanged | 6.80% Senior Notes due March 2038 | |||||||
Debt | |||||||
Aggregate principal amount repaid | 390 | ||||||
Exchanged | 7.35% Senior Notes due December 2041 | |||||||
Debt | |||||||
Aggregate principal amount repaid | $ 123 |
Postemployment Benefit Plans (D
Postemployment Benefit Plans (DefCont) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Postemployment Benefit Plans | |||
Contribution expense | $ 52 | $ 56 | $ 52 |
Postemployment Benefit Plans (C
Postemployment Benefit Plans (Costs) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)plan | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Net periodic benefit costs, before tax | |||
Service cost | $ 1 | $ 7 | |
Interest cost | $ 53 | 63 | 74 |
Expected return on plan assets | (79) | (81) | (88) |
Settlements and curtailments | (2) | 13 | 3 |
Actuarial loss, net | 12 | 11 | 3 |
Prior service gain, net | (2) | (2) | (2) |
Net periodic benefit costs (income) | $ (18) | $ 5 | $ (3) |
U.S. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 3 | ||
U.S. | Unfunded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 3 | ||
U.K. | Funded Plan | |||
Postemployment Benefit Plans | |||
Number of benefit plans | plan | 1 | ||
Transocean Plans | U.S. | |||
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 2.60% | 3.27% | 4.32% |
Expected rate of return (as a percent) | 5.51% | 5.90% | 6.20% |
Net periodic benefit costs, before tax | |||
Interest cost | $ 47 | $ 55 | $ 63 |
Expected return on plan assets | (66) | (67) | (71) |
Settlements and curtailments | 1 | 1 | |
Actuarial loss, net | 11 | 9 | 3 |
Net periodic benefit costs (income) | $ (8) | $ (2) | $ (4) |
Transocean Plans | Non-U.S. Plans | |||
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 1.50% | 2.10% | 2.86% |
Expected rate of return (as a percent) | 3.20% | 3.10% | 4.39% |
Net periodic benefit costs, before tax | |||
Service cost | $ 1 | $ 7 | |
Interest cost | $ 6 | 8 | 10 |
Expected return on plan assets | (13) | (14) | (17) |
Settlements and curtailments | (2) | 12 | 2 |
Actuarial loss, net | 1 | 1 | |
Net periodic benefit costs (income) | $ (8) | $ 8 | $ 2 |
OPEB Plans | |||
Weighted-average assumptions used to determine net periodic benefit costs | |||
Discount rate (as a percent) | 1.21% | 2.39% | 3.56% |
Net periodic benefit costs, before tax | |||
Interest cost | $ 1 | ||
Actuarial loss, net | $ 1 | ||
Prior service gain, net | $ (2) | (2) | (2) |
Net periodic benefit costs (income) | $ (2) | $ (1) | $ (1) |
Postemployment Benefit Plans (F
Postemployment Benefit Plans (Funded) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 2,225 | $ 2,108 | |
Actuarial losses (gains), net | (94) | 195 | |
Service cost | 1 | $ 7 | |
Interest cost | 53 | 63 | 74 |
Currency exchange rate changes | (2) | 9 | |
Benefits paid | (95) | (98) | |
Settlements | (2) | (54) | |
Plan amendments | 1 | ||
Projected benefit obligation, end of period | 2,085 | 2,225 | 2,108 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,985 | 1,799 | |
Actual return on plan assets | 160 | 317 | |
Currency exchange rate changes | (3) | 6 | |
Employer contributions | 10 | 14 | 22 |
Benefits paid | (95) | (98) | |
Settlements | (2) | (53) | |
Fair value of plan assets, end of period | 2,055 | 1,985 | 1,799 |
Funded status, end of period | (30) | (240) | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 102 | 37 | |
Pension liability, current | (4) | (5) | |
Pension liability, non-current | (128) | (272) | |
Accumulated other comprehensive loss (income), before taxes | 127 | 312 | |
Accumulated benefit obligation, end of period | 2,085 | 2,225 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 153 | 1,843 | |
Fair value of plan assets | 20 | 1,566 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 153 | 1,843 | |
Fair value of plan assets | 20 | 1,566 | |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | |||
Actuarial loss, net | 135 | 322 | |
Prior service cost, net | (8) | (10) | |
Total amount expected to be recognized | 127 | 312 | |
Transocean Plans | |||
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,985 | ||
Fair value of plan assets, end of period | $ 2,055 | $ 1,985 | |
Transocean Plans | U.S. | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 2.91% | 2.60% | |
Expected long-term rate of return (as a percent) | 4.82% | 5.51% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 1,825 | $ 1,696 | |
Actuarial losses (gains), net | (72) | 148 | |
Interest cost | 47 | 55 | 63 |
Benefits paid | (76) | (72) | |
Settlements | (2) | ||
Projected benefit obligation, end of period | 1,724 | 1,825 | 1,696 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 1,565 | 1,369 | |
Actual return on plan assets | 131 | 267 | |
Employer contributions | 1 | 3 | |
Benefits paid | (76) | (72) | |
Settlements | (2) | ||
Fair value of plan assets, end of period | 1,621 | 1,565 | 1,369 |
Funded status, end of period | (103) | (260) | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 16 | ||
Pension liability, current | (1) | (1) | |
Pension liability, non-current | (118) | (259) | |
Accumulated other comprehensive loss (income), before taxes | 95 | 242 | |
Accumulated benefit obligation, end of period | 1,724 | 1,825 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 140 | 1,825 | |
Fair value of plan assets | 20 | 1,565 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 140 | 1,825 | |
Fair value of plan assets | 20 | 1,565 | |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | |||
Actuarial loss, net | 95 | 242 | |
Total amount expected to be recognized | $ 95 | $ 242 | |
Transocean Plans | Non-U.S. Plans | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 1.90% | 1.50% | |
Expected long-term rate of return (as a percent) | 2.00% | 3.20% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 384 | $ 395 | |
Actuarial losses (gains), net | (21) | 46 | |
Service cost | 1 | 7 | |
Interest cost | 6 | 8 | 10 |
Currency exchange rate changes | (2) | 9 | |
Benefits paid | (17) | (24) | |
Settlements | (2) | (52) | |
Plan amendments | 1 | ||
Projected benefit obligation, end of period | 348 | 384 | 395 |
Change in plan assets | |||
Fair value of plan assets, beginning of period | 420 | 430 | |
Actual return on plan assets | 29 | 50 | |
Currency exchange rate changes | (3) | 6 | |
Employer contributions | 7 | 9 | |
Benefits paid | (17) | (24) | |
Settlements | (2) | (51) | |
Fair value of plan assets, end of period | 434 | 420 | 430 |
Funded status, end of period | 86 | 36 | |
Balance sheet classification, end of period: | |||
Pension asset, non-current | 86 | 37 | |
Pension liability, current | (1) | ||
Accumulated other comprehensive loss (income), before taxes | 42 | 80 | |
Accumulated benefit obligation, end of period | 348 | 384 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 2 | ||
Fair value of plan assets | 1 | ||
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 2 | ||
Fair value of plan assets | 1 | ||
Accumulated other comprehensive income expected to be recognized during the next fiscal year | |||
Actuarial loss, net | 40 | 78 | |
Prior service cost, net | 2 | 2 | |
Total amount expected to be recognized | $ 42 | $ 80 | |
OPEB Plans | |||
Weighted average assumptions used to determine benefit obligations | |||
Discount rate (as a percent) | 1.83% | 1.21% | |
Change in projected benefit obligation | |||
Projected benefit obligation, beginning of period | $ 16 | $ 17 | |
Actuarial losses (gains), net | (1) | 1 | |
Interest cost | 1 | ||
Benefits paid | (2) | (2) | |
Projected benefit obligation, end of period | 13 | 16 | $ 17 |
Change in plan assets | |||
Employer contributions | 2 | 2 | |
Benefits paid | (2) | (2) | |
Funded status, end of period | (13) | (16) | |
Balance sheet classification, end of period: | |||
Pension liability, current | (3) | (3) | |
Pension liability, non-current | (10) | (13) | |
Accumulated other comprehensive loss (income), before taxes | (10) | (10) | |
Accumulated benefit obligation, end of period | 13 | 16 | |
Aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets | |||
Projected benefit obligation | 13 | 16 | |
Aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets | |||
Accumulated benefit obligation | 13 | 16 | |
Accumulated other comprehensive income expected to be recognized during the next fiscal year | |||
Actuarial loss, net | 2 | ||
Prior service cost, net | (10) | (12) | |
Total amount expected to be recognized | $ (10) | $ (10) |
Postemployment Benefit Plans (A
Postemployment Benefit Plans (Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value of plan assets | |||
Total investments | $ 2,055 | $ 1,985 | $ 1,799 |
Funding contributions | |||
Employer contributions | 10 | $ 14 | 22 |
Expected defined plan contributions next year | 4 | ||
Projected pension benefits payments | |||
2022 | 91 | ||
2023 | 92 | ||
2024 | 92 | ||
2025 | 93 | ||
2026 | 93 | ||
2027-2031 | $ 477 | ||
U.S. | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100.00% | 100.00% | |
Total actual allocation percentage | 100.00% | 100.00% | |
U.S. | Equity securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 38.00% | 50.00% | |
Total actual allocation percentage | 38.00% | 55.00% | |
U.S. | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 62.00% | 50.00% | |
Total actual allocation percentage | 62.00% | 45.00% | |
Non-U.S. Plans | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 100.00% | 100.00% | |
Total actual allocation percentage | 100.00% | 100.00% | |
Non-U.S. Plans | Equity securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 19.00% | 27.00% | |
Total actual allocation percentage | 19.00% | 25.00% | |
Non-U.S. Plans | Fixed income securities | |||
Weighted-average target allocations of the investments | |||
Total target allocation percentage | 81.00% | 73.00% | |
Total actual allocation percentage | 80.00% | 74.00% | |
Non-U.S. Plans | Other investments | |||
Weighted-average target allocations of the investments | |||
Total actual allocation percentage | 1.00% | 1.00% | |
Transocean Plans | |||
Fair value of plan assets | |||
Total investments | $ 2,055 | $ 1,985 | |
Funding contributions | |||
Expected defined plan contributions next year | 1 | ||
Transocean Plans | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,613 | 1,560 | |
Transocean Plans | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 442 | 425 | |
Transocean Plans | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 2,046 | 1,972 | |
Transocean Plans | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,604 | 1,548 | |
Transocean Plans | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 442 | 424 | |
Transocean Plans | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 421 | 586 | |
Transocean Plans | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 421 | 586 | |
Transocean Plans | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 276 | 373 | |
Transocean Plans | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 184 | 263 | |
Transocean Plans | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 92 | 110 | |
Transocean Plans | Bond funds | |||
Fair value of plan assets | |||
Total investments | 1,349 | 1,013 | |
Transocean Plans | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 999 | 699 | |
Transocean Plans | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 350 | 314 | |
Transocean Plans | Other investments | |||
Fair value of plan assets | |||
Total investments | 13 | ||
Transocean Plans | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 12 | ||
Transocean Plans | Other investments | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 9 | 12 | |
Transocean Plans | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 9 | 12 | |
Transocean Plans | Investment contracts | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | Investment contracts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | U.S. | |||
Fair value of plan assets | |||
Total investments | 1,621 | 1,565 | 1,369 |
Funding contributions | |||
Employer contributions | 1 | 3 | |
Projected pension benefits payments | |||
2022 | 82 | ||
2023 | 83 | ||
2024 | 83 | ||
2025 | 84 | ||
2026 | 84 | ||
2027-2031 | 424 | ||
Transocean Plans | U.S. | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,610 | 1,554 | |
Transocean Plans | U.S. | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 11 | 11 | |
Transocean Plans | U.S. | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 1,615 | 1,559 | |
Transocean Plans | U.S. | Mutual funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 1,604 | 1,548 | |
Transocean Plans | U.S. | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 11 | 11 | |
Transocean Plans | U.S. | U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 421 | 586 | |
Transocean Plans | U.S. | U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 421 | 586 | |
Transocean Plans | U.S. | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 191 | 270 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 184 | 263 | |
Transocean Plans | U.S. | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 7 | 7 | |
Transocean Plans | U.S. | Bond funds | |||
Fair value of plan assets | |||
Total investments | 1,003 | 703 | |
Transocean Plans | U.S. | Bond funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 999 | 699 | |
Transocean Plans | U.S. | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 4 | 4 | |
Transocean Plans | U.S. | Other investments | |||
Fair value of plan assets | |||
Total investments | 6 | ||
Transocean Plans | U.S. | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | ||
Transocean Plans | U.S. | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 6 | 6 | |
Transocean Plans | U.S. | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | 6 | |
Transocean Plans | Non-U.S. Plans | |||
Fair value of plan assets | |||
Total investments | 434 | 420 | $ 430 |
Funding contributions | |||
Employer contributions | 7 | 9 | |
Projected pension benefits payments | |||
2022 | 6 | ||
2023 | 6 | ||
2024 | 6 | ||
2025 | 7 | ||
2026 | 8 | ||
2027-2031 | 52 | ||
Transocean Plans | Non-U.S. Plans | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 3 | 6 | |
Transocean Plans | Non-U.S. Plans | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 431 | 414 | |
Transocean Plans | Non-U.S. Plans | Mutual funds | |||
Fair value of plan assets | |||
Total investments | 431 | 413 | |
Transocean Plans | Non-U.S. Plans | Mutual funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 431 | 413 | |
Transocean Plans | Non-U.S. Plans | Non-U.S. equity funds | |||
Fair value of plan assets | |||
Total investments | 85 | 103 | |
Transocean Plans | Non-U.S. Plans | Non-U.S. equity funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 85 | 103 | |
Transocean Plans | Non-U.S. Plans | Bond funds | |||
Fair value of plan assets | |||
Total investments | 346 | 310 | |
Transocean Plans | Non-U.S. Plans | Bond funds | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 346 | 310 | |
Transocean Plans | Non-U.S. Plans | Other investments | |||
Fair value of plan assets | |||
Total investments | 7 | ||
Transocean Plans | Non-U.S. Plans | Other investments | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 6 | ||
Transocean Plans | Non-U.S. Plans | Other investments | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | Non-U.S. Plans | Cash and money market funds | |||
Fair value of plan assets | |||
Total investments | 3 | 6 | |
Transocean Plans | Non-U.S. Plans | Cash and money market funds | Significant observable inputs | |||
Fair value of plan assets | |||
Total investments | 3 | 6 | |
Transocean Plans | Non-U.S. Plans | Investment contracts | |||
Fair value of plan assets | |||
Total investments | 1 | ||
Transocean Plans | Non-U.S. Plans | Investment contracts | Significant other observable inputs | |||
Fair value of plan assets | |||
Total investments | 1 | ||
OPEB Plans | |||
Funding contributions | |||
Employer contributions | 2 | $ 2 | |
Expected defined plan contributions next year | 3 | ||
Projected pension benefits payments | |||
2022 | 3 | ||
2023 | 3 | ||
2024 | 3 | ||
2025 | 2 | ||
2026 | 1 | ||
2027-2031 | $ 1 |
Income Taxes (Exp) (Details)
Income Taxes (Exp) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes | |||
Effective tax rate | (25.70%) | (5.10%) | (4.90%) |
Components of provision (benefit) for income taxes | |||
Current tax benefit | $ (7) | $ (33) | $ (189) |
Deferred tax expense | 128 | 60 | 248 |
Income tax expense | $ 121 | 27 | 59 |
Income tax expense reconciliation | |||
Income tax expense (benefit) at Swiss federal statutory rate | 7.83% | ||
Changes in valuation allowance | $ 1,167 | (31) | 37 |
Income tax benefit at Swiss federal statutory rate | (36) | (42) | (94) |
Earnings subject to rates different than the Swiss federal statutory rate | 78 | 82 | 189 |
Deemed profits taxes | 17 | 19 | 22 |
Jurisdictional ownership changes of certain assets | 16 | ||
Withholding taxes | 10 | 6 | 11 |
Losses on impairment | 5 | 52 | 35 |
Changes in unrecognized tax benefits, net | (43) | (15) | (268) |
Swiss Federal Act on Tax Reform and AHV Financing | (1,095) | ||
Base erosion and anti-abuse tax | 5 | 21 | |
U.S. Coronavirus Aid, Relief, and Economic Security Act | (28) | ||
Other, net | 2 | (21) | 8 |
Income tax expense | 121 | $ 27 | 59 |
Swiss historic depreciation and financing asset costs | $ 1,333 | ||
U.S. | |||
Income tax expense reconciliation | |||
Other, net | 98 | ||
Charter rig and other equipment | |||
Components of provision (benefit) for income taxes | |||
Income tax expense | 21 | ||
Income tax expense reconciliation | |||
Income tax expense | $ 21 |
Income Taxes (Deferred) (Detail
Income Taxes (Deferred) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes | |||
Changes in valuation allowance | $ 1,167 | $ (31) | $ 37 |
Deferred tax assets | |||
Swiss historic depreciation and financing asset costs | 1,333 | ||
Net operating loss carryforwards | 915 | 809 | |
Interest expense limitation | 67 | 72 | |
United Kingdom charter limitation | 53 | 40 | |
Accrued expenses | 23 | 18 | |
Tax credits | 19 | 21 | |
Deferred income | 7 | 14 | |
Accrued payroll expenses not currently deductible | 2 | 46 | |
Loss contingencies | 2 | 3 | |
Other | 31 | 27 | |
Valuation allowance | (1,820) | (685) | |
Total deferred tax assets | 632 | 365 | |
Deferred tax liabilities | |||
Depreciation | (1,052) | (658) | |
Contract intangible amortization | (11) | (6) | |
Other | (9) | (7) | |
Total deferred tax liabilities | (1,072) | (671) | |
Deferred tax assets (liabilities), net | (440) | (306) | |
U.S. foreign tax credit carryforwards | 19 | 21 | |
NOLs that are not subject to expiration dates | 668 | ||
NOLs that are subject to expiration dates | 247 | ||
Reconciliation of unrecognized tax benefits, excluding interest and penalties | |||
Balance, beginning of period | 378 | 335 | 408 |
Additions for current year tax positions | 28 | 90 | 144 |
Additions for prior year tax positions | 46 | 11 | 6 |
Reductions related to statute of limitation expirations and changes in law | (19) | (7) | (138) |
Reductions due to settlements | (31) | (19) | |
Reductions for prior year tax positions | (51) | (66) | |
Balance, end of period | 402 | 378 | 335 |
Unrecognized tax benefits | |||
Unrecognized tax benefits, excluding interest and penalties | 402 | 378 | 335 |
Interest and penalties | 33 | 41 | |
Unrecognized tax benefits, including interest and penalties | 435 | 419 | |
Interest and penalties related to unrecognized tax benefits recognized as a component of income tax expense | 8 | $ 7 | $ (72) |
Unrecognized benefits netted against NOL deferred tax assets | 320 | ||
Amount if recognized that would impact tax rate | 115 | ||
Swiss TRAF | |||
Income taxes | |||
Changes in valuation allowance | 1,170 | ||
Deferred tax assets | |||
Total deferred tax assets | 1,330 | ||
Deferred tax liabilities | |||
Total deferred tax liabilities | $ (238) |
Income Taxes (Tax Returns) (Det
Income Taxes (Tax Returns) (Details) - 12 months ended Dec. 31, 2021 - Brazil R$ in Millions, $ in Millions | BRL (R$) | USD ($) |
Corporate income tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 638 | $ 115 |
Indirect tax | ||
Income Tax Examination | ||
Net adjustments of additional taxes, including interest and penalties | R$ 110 | $ 20 |
Loss Per Share (Basic and Dilut
Loss Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for loss per share, basic and diluted | |||
Net loss attributable to controlling interest | $ (592) | $ (567) | $ (1,255) |
Denominator for loss per share, basic and diluted | |||
Weighted-average shares outstanding (in shares) | 636 | 614 | 611 |
Effect of share-based awards (in shares) | 1 | 1 | 1 |
Weighted-average shares for per share calculation, basic (in shares) | 637 | 615 | 612 |
Weighted-average shares for per share calculation, diluted (in shares) | 637 | 615 | 612 |
Loss per share, basic (in dollars per share) | $ (0.93) | $ (0.92) | $ (2.05) |
Loss per share, diluted (in dollars per share) | $ (0.93) | $ (0.92) | $ (2.05) |
Share-based awards | |||
Denominator for loss per share, basic and diluted | |||
Securities excluded from earnings per share calculation (in shares) | 12.6 | 10.8 | 12 |
Convertible debt | |||
Denominator for loss per share, basic and diluted | |||
Securities excluded from earnings per share calculation (in shares) | 104.4 | 84 | 84 |
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% |
Commitments and Contingencies_2
Commitments and Contingencies (PurchOb) (Details) $ in Millions | Dec. 31, 2021USD ($) |
Supply agreement | |
Future Purchase obligations | |
2022 | $ 116 |
2023 | 121 |
2024 | 126 |
2025 | 130 |
2026 | 134 |
Thereafter | 173 |
Total | 800 |
New builds | |
Future Purchase obligations | |
2022 | 950 |
2023 | 52 |
Total | $ 1,002 |
Commitments and Contingencies_3
Commitments and Contingencies (Letters of credit and surety bonds) (Details) - Letters of credit and surety bonds - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Letters of credit and surety bonds | ||
Outstanding letters of credit | $ 18 | $ 24 |
Surety bonds outstanding | 146 | 153 |
Aggregate cash collateral | $ 8 | $ 8 |
Commitments and Contingencies_4
Commitments and Contingencies (Legal proceedings) (Details) - Asbestos litigation | Dec. 31, 2021lawsuitplaintiff |
Contingencies | |
Number of claims | lawsuit | 250 |
Louisiana | |
Contingencies | |
Number of claims | 11 |
Illinois and Missouri | |
Contingencies | |
Number of claims | 9 |
Equity (Share Issuance) (Detail
Equity (Share Issuance) (Details) - USD ($) shares in Millions, $ in Millions | Jun. 14, 2021 | Dec. 31, 2021 |
Equity | ||
Proceeds from issuance of shares, net of issue costs | $ 158 | |
2021 ATM Program | ||
Equity | ||
Maximum value shares to be issued | $ 400 | |
Proceeds from issuance of shares, net of issue costs | $ 158 | |
Issuance of shares (in shares) | 36.1 |
Equity (Shares held by subsidia
Equity (Shares held by subsidiaries) (Details) shares in Millions | Dec. 31, 2021subsidiaryshares | Dec. 31, 2020shares |
Equity | ||
Number of subsidiaries to whom shares were issued | subsidiary | 1 | |
Number of shares held by subsidiary | shares | 72.7 | 24.5 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) shares in Millions, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Share Based Compensation | |
Shares authorized under the plan | 85.7 |
Shares available for grant under the plan | 30 |
Total unrecognized compensation costs related to all unvested share based awards | $ | $ 29 |
Weighted average period over compensation costs are expected to be recognized | 1 year 9 months 18 days |
Service awards | |
Share Based Compensation | |
Vesting period | 3 years |
General term of awards after they are vested | 7 years |
Performance awards | |
Share Based Compensation | |
Vesting period | 1 year |
Measurement period | 3 years |
Share-Based Compensation (Non o
Share-Based Compensation (Non options) (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 8,902,970 | ||
Granted (in shares) | 6,148,361 | 7,093,421 | 3,044,494 |
Vested (in shares) | (4,368,749) | (2,817,155) | (2,224,030) |
Forfeited (in shares) | (19,717) | ||
Outstanding at the end of the period (in shares) | 10,662,865 | 8,902,970 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 3.14 | ||
Granted (in dollars per share) | 3.56 | $ 1.41 | $ 8.33 |
Vested (in dollars per share) | 3.75 | ||
Forfeited (in dollars per share) | 6.24 | ||
Outstanding at the end of the period (in dollars per share) | $ 3.13 | $ 3.14 | |
Additional disclosure | |||
Total grant date fair value | $ 16 | $ 24 | $ 23 |
Performance awards | |||
Equity instruments other than options activity | |||
Outstanding at the beginning of the period (in shares) | 3,560,884 | ||
Granted (in shares) | 3,025,512 | 2,530,460 | 1,067,316 |
Vested (in shares) | (1,030,424) | ||
Forfeited (in shares) | (166,582) | ||
Outstanding at the end of the period (in shares) | 5,389,390 | 3,560,884 | |
Weighted-average grant-date fair value per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 4.40 | ||
Granted (in dollars per share) | 3.70 | $ 1.80 | $ 10.77 |
Vested (in dollars per share) | 10.77 | ||
Forfeited (in dollars per share) | 10.79 | ||
Outstanding at the end of the period (in dollars per share) | $ 2.59 | $ 4.40 | |
Additional disclosure | |||
Total grant date fair value | $ 11 | $ 11 | $ 11 |
Share-Based Compensation (Optio
Share-Based Compensation (Options) (Details) - Service awards - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option activity | |||
Outstanding at the beginning of the period (in shares) | 4,385,147 | ||
Granted (in shares) | 1,594,528 | ||
Forfeited (in shares) | (74,728) | ||
Expired (in shares) | (47,145) | ||
Outstanding at the end of the period (in shares) | 4,263,274 | 4,385,147 | |
Vested and exercisable at the end of the period (in shares) | 3,780,586 | ||
Weighted-average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 12.31 | ||
Forfeited (in dollars per share) | 19.21 | ||
Expired (in dollars per share) | 78.76 | ||
Outstanding at the end of the period (in dollars per share) | 11.45 | $ 12.31 | |
Vested and exercisable at the end of the period (in dollars per share) | $ 11.85 | ||
Additional disclosure | |||
Weighted-average remaining contractual term, outstanding | 5 years 8 months 12 days | 6 years 7 months 13 days | |
Weighted-average remaining contractual term, vested and exercisable at the end of the period | 5 years 6 months 7 days | ||
Grant date fair value (in dollars per share) | $ 8.35 | ||
Total grant-date fair value of awards vested | $ 9 | $ 12 | $ 10 |
Unvested stock options outstanding (in shares) | 482,688 | 1,355,448 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other current liabilities | ||
Accrued employee benefits and payroll-related liabilities | $ 178 | $ 224 |
Accrued interest | 121 | 128 |
Accrued taxes, other than income | 52 | 66 |
Finance lease liability | $ 40 | $ 37 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other current liabilities | Total other current liabilities |
Operating lease liability | $ 8 | $ 8 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other current liabilities | Total other current liabilities |
Deferred revenues | $ 83 | $ 133 |
Contingent liabilities | 60 | 60 |
Other | 3 | 3 |
Total other current liabilities | 545 | 659 |
Other long-term liabilities | ||
Postemployment benefit plan obligations | 128 | 272 |
Finance lease noncurrent | $ 366 | $ 407 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total other long-term liabilities | Total other long-term liabilities |
Operating leases noncurrent | $ 109 | $ 114 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total other long-term liabilities | Total other long-term liabilities |
Income taxes payable | $ 157 | $ 202 |
Deferred revenues | 265 | 323 |
Other | 43 | 48 |
Total other long-term liabilities | $ 1,068 | $ 1,366 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Sep. 11, 2020 | Aug. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Changes in other operating assets and liabilities | ||||||
Decrease in accounts receivable | $ 137 | $ 67 | $ 87 | |||
Increase in other assets | (13) | (113) | (30) | |||
Decrease in accounts payable and other current liabilities | (52) | (254) | (21) | |||
Increase (decrease) in other long-term liabilities | (3) | 2 | (34) | |||
Change in income taxes receivable / payable, net | (17) | (69) | (303) | |||
Change in receivables from / payables to affiliates, net | (15) | 14 | (10) | |||
Net change in operating assets and liabilities | 37 | (353) | (311) | |||
Certain cash operating activities | ||||||
Cash payments for interest | 429 | 593 | 648 | |||
Cash payments for income taxes | 57 | 70 | 121 | |||
Non-cash investing and financing activities | ||||||
Capital additions, accrued at end of period | 28 | 15 | $ 48 | |||
Issuance of debt in exchange transactions | 294 | 925 | ||||
Equity component of exchangeable debt | $ 46 | |||||
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||||||
Non-cash investing and financing activities | ||||||
Issuance of debt in exchange transactions | $ 294 | $ 294 | ||||
Debt instrument interest rate stated percentage | 4.00% | |||||
Equity component of exchangeable debt | $ 260 | |||||
11.50% Senior Guaranteed Notes due January 2027 | ||||||
Non-cash investing and financing activities | ||||||
Issuance of debt in exchange transactions | $ 687 | |||||
Debt instrument interest rate stated percentage | 11.50% | 11.50% | ||||
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 | ||||||
Non-cash investing and financing activities | ||||||
Issuance of debt in exchange transactions | $ 238 | |||||
Debt instrument interest rate stated percentage | 2.50% | |||||
Equity component of exchangeable debt | $ 46 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Financial instruments | ||
Long-term debt, including current maturities | $ 7,170 | $ 7,807 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 976 | 1,154 |
Restricted cash and cash equivalents | 436 | 406 |
Long-term loans receivable from unconsolidated affiliates | 36 | 2 |
Long-term debt, including current maturities | 7,170 | 7,807 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 976 | 1,154 |
Restricted cash and cash equivalents | 436 | 406 |
Long-term loans receivable from unconsolidated affiliates | 33 | 2 |
Long-term debt, including current maturities | $ 5,661 | $ 4,820 |
Risk Concentration (Details)
Risk Concentration (Details) | 12 Months Ended |
Dec. 31, 2021employee | |
Labor Agreements | |
Number of employees | 5,530 |
Number of employees engaged through contract labor providers | 530 |
Unionized Employees | Workforce Subject to Collective Bargaining | |
Labor Agreements | |
Percentage of concentration | 42.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts receivable | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | $ 2 | ||
Charge to cost and expenses | 0 | $ 0 | |
Charge to other accounts | 2 | ||
Balance at the end of the period | 2 | 2 | |
Allowance for obsolete materials and supplies | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | 143 | 127 | $ 134 |
Charge to cost and expenses | 43 | 25 | 3 |
Deductions | 3 | 9 | 10 |
Balance at the end of the period | 183 | 143 | 127 |
Valuation allowance on deferred tax assets | |||
Reserves and allowances deducted from asset accounts | |||
Balance at the beginning of the period | 685 | 716 | 681 |
Charge to cost and expenses | 1,167 | (31) | 37 |
Deductions | 32 | 2 | |
Balance at the end of the period | $ 1,820 | $ 685 | $ 716 |