Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 23, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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, Postal Zip Code | 6312 | |
Entity Address, Address Line One | Turmstrasse 30 | |
Entity Address, City or Town | Steinhausen | |
Entity Address, Country | CH | |
City Area Code | +41 (41) | |
Local Phone Number | 749-0500 | |
Trading Symbol | RIG | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Shares | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 819,579,665 | |
Entity Central Index Key | 0001451505 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating revenues | ||
Contract drilling revenues | $ 763 | $ 649 |
Revenue from Contract with Customer, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Costs and expenses | ||
Operating and maintenance | $ 523 | $ 409 |
Cost, Product and Service [Extensible List] | us-gaap:OilAndGasServiceMember | us-gaap:OilAndGasServiceMember |
Depreciation and amortization | $ 185 | $ 182 |
General and administrative | 52 | 45 |
Total costs and expenses | 760 | 636 |
Loss on disposal of assets, net | (6) | (170) |
Operating loss | (3) | (157) |
Other income (expense), net | ||
Interest income | 15 | 19 |
Interest expense, net of amounts capitalized | (117) | (249) |
Loss on retirement of debt | (32) | |
Other, net | 12 | 5 |
Total other income (expense), net | (90) | (257) |
Loss before income tax expense (benefit) | (93) | (414) |
Income tax expense (benefit) | (191) | 51 |
Net income (loss) | 98 | (465) |
Net Income (loss) attributable to controlling interest | $ 98 | $ (465) |
Earnings (loss) per share, basic (in dollars per share) | $ 0.12 | $ (0.64) |
Earnings (loss) per share, diluted (in dollars per share) | $ 0.11 | $ (0.64) |
Weighted-average shares, basic (in shares) | 819 | 728 |
Weighted-average shares, diluted (in shares) | 955 | 728 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ 98 | $ (465) |
Net Income (loss) attributable to controlling interest | 98 | (465) |
Components of net periodic benefit costs before reclassifications | (2) | (11) |
Other comprehensive loss before income taxes | (2) | (11) |
Other comprehensive loss | (2) | (11) |
Other comprehensive loss attributable to controlling interest | (2) | (11) |
Total comprehensive income (loss) | 96 | (476) |
Total comprehensive income (loss) attributable to controlling interest | $ 96 | $ (476) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash and cash equivalents | $ 446 | $ 762 |
Accounts receivable, net of allowance of $2 at March 31, 2024 and December 31, 2023 | 585 | 512 |
Materials and supplies, net of allowance of $202 and $198 at March 31, 2024 and December 31, 2023, respectively | 437 | 426 |
Restricted cash and cash equivalents | 270 | 233 |
Other current assets | 133 | 193 |
Total current assets | 1,871 | 2,126 |
Property and equipment | 23,948 | 23,875 |
Less accumulated depreciation | (7,093) | (6,934) |
Property and equipment, net | 16,855 | 16,941 |
Contract intangible assets | 4 | |
Deferred tax assets, net | 45 | 44 |
Other assets | 1,166 | 1,139 |
Total assets | 19,937 | 20,254 |
Liabilities and equity | ||
Accounts payable | 301 | 323 |
Accrued income taxes | 2 | 23 |
Debt due within one year | 463 | 370 |
Other current liabilities | 619 | 681 |
Total current liabilities | 1,385 | 1,397 |
Long-term debt | 6,802 | 7,043 |
Deferred tax liabilities, net | 377 | 540 |
Other long-term liabilities | 851 | 858 |
Total long-term liabilities | 8,030 | 8,441 |
Commitments and contingencies | ||
Shares, CHF 0.10 par value, 1,022,394,549 authorized, 141,262,093 conditionally authorized, 862,815,858 issued and 819,579,665 outstanding at March 31, 2024, and 1,021,294,549 authorized, 142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023 | 82 | 81 |
Additional paid-in capital | 14,553 | 14,544 |
Accumulated deficit | (3,935) | (4,033) |
Accumulated other comprehensive loss | (179) | (177) |
Total controlling interest shareholders' equity | 10,521 | 10,415 |
Noncontrolling interest | 1 | 1 |
Total equity | 10,522 | 10,416 |
Total liabilities and equity | $ 19,937 | $ 20,254 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Mar. 31, 2024 USD ($) shares | Mar. 31, 2024 SFr / shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 SFr / shares |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Allowance for doubtful accounts | $ | $ 2 | $ 2 | ||
Materials and supplies, allowance for obsolescence | $ | $ 202 | $ 198 | ||
Shares, CHF par value (in Swiss francs per share) | SFr / shares | SFr 0.10 | SFr 0.10 | ||
Shares, authorized | 1,022,394,549 | 1,021,294,549 | ||
Shares, conditionally authorized | 141,262,093 | 142,362,093 | ||
Shares, issued | 862,815,858 | 843,715,858 | ||
Shares, outstanding | 819,579,665 | 809,030,846 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total controlling interest shareholders' equity | Shares | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Noncontrolling interest | Total |
Balance at Dec. 31, 2022 | $ 10,791 | $ 71 | $ 13,984 | $ (3,079) | $ (185) | $ 1 | $ 10,792 |
Increase (Decrease) in Shareholders' Equity | |||||||
Total comprehensive income (loss) attributable to controlling interest | (476) | (476) | |||||
Total comprehensive income (loss) | (476) | ||||||
Share-based compensation | 9 | 9 | 9 | ||||
Issuance of shares | 1 | (1) | |||||
Net Income (Loss) | (465) | (465) | |||||
Other comprehensive loss attributable to controlling interest | (11) | (11) | |||||
Balance at Mar. 31, 2023 | 10,324 | 72 | 13,992 | (3,544) | (196) | 1 | 10,325 |
Balance at Dec. 31, 2023 | 10,415 | 81 | 14,544 | (4,033) | (177) | 1 | 10,416 |
Increase (Decrease) in Shareholders' Equity | |||||||
Total comprehensive income (loss) attributable to controlling interest | 96 | 96 | |||||
Total comprehensive income (loss) | 96 | ||||||
Share-based compensation | 11 | 11 | 11 | ||||
Issuance of shares | (1) | 1 | (2) | (1) | |||
Net Income (Loss) | 98 | 98 | |||||
Other comprehensive loss attributable to controlling interest | (2) | (2) | |||||
Balance at Mar. 31, 2024 | $ 10,521 | $ 82 | $ 14,553 | $ (3,935) | $ (179) | $ 1 | $ 10,522 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net income (loss) | $ 98 | $ (465) |
Adjustments to reconcile to net cash used in operating activities: | ||
Amortization of contract intangible asset | 4 | 18 |
Depreciation and amortization | 185 | 182 |
Share-based compensation expense | 11 | 9 |
Loss on impairment of investment in unconsolidated affiliate | 1 | |
Loss on disposal of assets, net | 6 | 170 |
Fair value adjustment to bifurcated compound exchange feature | (10) | 133 |
Amortization of debt-related balances, net | 13 | 13 |
Loss on retirement of debt | (32) | |
Deferred income tax expense (benefit) | (164) | 36 |
Other, net | 4 | 14 |
Changes in deferred revenues, net | 77 | 6 |
Changes in deferred costs, net | (38) | (24) |
Changes in other operating assets and liabilities, net | (273) | (171) |
Net cash used in operating activities | (86) | (47) |
Cash flows from investing activities | ||
Capital expenditures | (83) | (81) |
Investment in loans to unconsolidated affiliates | (2) | |
Investment in equity of unconsolidated affiliate | (10) | |
Proceeds from disposal of assets, net | 44 | 1 |
Net cash used in investing activities | (41) | (90) |
Cash flows from financing activities | ||
Repayments of debt | (151) | (1,564) |
Proceeds from issuance of debt, net of issue costs | 1,665 | |
Other, net | (1) | |
Net cash provided by (used in) financing activities | (152) | 101 |
Net decrease in unrestricted and restricted cash and cash equivalents | (279) | (36) |
Unrestricted and restricted cash and cash equivalents, beginning of period | 995 | 991 |
Unrestricted and restricted cash and cash equivalents, end of period | $ 716 | $ 955 |
Business
Business | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, we owned or had partial ownership interests in and operated a fleet of 36 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and eight harsh environment floaters. As of March 31, 2024, we were constructing one ultra-deepwater drillship. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Presentation Form 10K filed on February 21, 2024 Accounting estimates Fair value measurements |
Accounting Standards Updates
Accounting Standards Updates | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Updates | |
Accounting Standards Update | Note 3—Accounting Standards Updates Recently issued accounting standards updates not yet adopted Segment reporting Income taxes |
Unconsolidated Affiliates
Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2024 | |
Unconsolidated Affiliates | |
Unconsolidated Affiliates | Note 4—Unconsolidated Affiliates We hold noncontrolling equity investments in various unconsolidated companies . Ocean Rig Olympia Note 6—Long-Lived Assets In the three months ended March 31, 2024 and 2023, we recognized a loss of $2 million and $13 million, respectively, recorded in other, net, associated with equity in losses of our equity investments. At March 31, 2024 and December 31, 2023, the aggregate carrying amount of our equity investments in unconsolidated affiliates was $213 million and $216 million, respectively, recorded in other assets. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2024 | |
Revenues | |
Revenues | Note 5—Revenues Overview Disaggregation Three months ended March 31, 2024 2023 Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment floaters floaters Total floaters floaters Total U.S. $ 370 $ — $ 370 $ 352 $ — $ 352 Brazil 155 — 155 63 — 63 Norway — 151 151 — 148 148 Other countries (a) 44 43 87 69 17 86 Total contract drilling revenues $ 569 $ 194 $ 763 $ 484 $ 165 $ 649 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. Contract liabilities March 31, December 31 2024 2023 Deferred contract revenues, recorded in other current liabilities $ 223 $ 165 Deferred contract revenues, recorded in other long-term liabilities 252 233 Total contract liabilities $ 475 $ 398 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2024 2023 Total contract liabilities, beginning of period $ 398 $ 328 Decrease due to recognition of revenues for goods and services (46) (34) Increase due to goods and services transferred over time 123 40 Total contract liabilities, end of period $ 475 $ 334 Pre-operating costs |
Long- Lived Assets
Long- Lived Assets | 3 Months Ended |
Mar. 31, 2024 | |
Long-Lived Assets | |
Long -Lived Assets | Note 6—Long-Lived Assets Construction work in progress Three months ended March 31, 2024 2023 Construction work in progress, beginning of period $ 522 $ 1,195 Capital expenditures Newbuild construction program 49 65 Other equipment and construction projects 34 16 Total capital expenditures 83 81 Changes in accrued capital additions 16 (4) Property and equipment placed into service (27) (12) Construction work in progress, end of period $ 594 $ 1,260 Disposals Paul B. Loyd, Jr. Transocean Leader In February 2023, in connection with our investment in a noncontrolling ownership interest in GSR, we made a non-cash contribution of the cold stacked ultra-deepwater floater Ocean Rig Olympia Note 4—Unconsolidated Affiliates |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Debt | Note 7—Debt Overview Outstanding debt Principal amount Carrying amount March 31, December 31 March 31, December 31 2024 2023 2024 2023 7.25% Senior Notes due November 2025 $ 354 $ 354 $ 352 $ 352 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 234 234 223 221 7.50% Senior Notes due January 2026 569 569 567 567 11.50% Senior Guaranteed Notes due January 2027 687 687 903 938 6.875% Senior Secured Notes due February 2027 371 413 369 409 8.00% Senior Notes due February 2027 612 612 609 609 7.45% Notes due April 2027 52 52 52 52 8.00% Debentures due April 2027 22 22 22 22 4.50% Shipyard Loans due September 2027 405 420 374 384 8.375% Senior Secured Notes due February 2028 525 525 518 518 7.00% Notes due June 2028 261 261 264 264 8.00% Senior Secured Notes due September 2028 325 325 321 321 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 259 259 479 486 8.75% Senior Secured Notes due February 2030 1,058 1,116 1,036 1,094 7.50% Notes due April 2031 396 396 395 395 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,917 7,032 7,265 7,413 Less debt due within one year 11.50% Senior Guaranteed Notes due January 2027 — — 71 71 6.875% Senior Secured Notes due February 2027 83 83 81 81 4.50% Shipyard Loans due September 2027 105 90 91 75 8.375% Senior Secured Notes due February 2028 50 — 48 — 8.00% Senior Secured Notes due September 2028 60 30 59 30 8.75% Senior Secured Notes due February 2030 117 117 113 113 Total debt due within one year 415 320 463 370 Total long-term debt $ 6,502 $ 6,712 $ 6,802 $ 7,043 Scheduled maturities Principal Other Total installments installments installments Twelve months ending March 31, 2025 $ 415 $ 71 $ 486 2026 1,660 72 1,732 2027 1,979 72 2,051 2028 442 — 442 2029 509 — 509 Thereafter 1,912 — 1,912 Total installments $ 6,917 $ 215 7,132 Total unamortized debt-related balances, net (207) Bifurcated compound exchange feature, at estimated fair value 340 Total carrying amount of debt $ 7,265 Credit agreement Secured Credit Facility Subsequent event and thereafter reduce the borrowing capacity to $510 million through June 22, 2028 (the “Amended Secured Credit Facility”). Throughout the term of the Amended Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment, which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Amended Secured Credit Facility. We may borrow under the Amended Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus a margin and a Term SOFR spread adjustment of 0.10 percent. The Amended Secured Credit Facility is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled principal repayments of indebtedness, with certain exceptions, due within 91 days thereof is equal to or in excess of $325 million and available cash is less than $250 million. The Amended Secured Credit Facility permits us to increase the aggregate amount of commitments by up to $250 million. The Amended Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. The Amended Secured Credit Facility contains covenants that, among other things, include maintenance of a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral coverage ratio of 2.1 to 1.0, a maximum debt to capitalization ratio of 0.60 to 1.00 and minimum liquidity of $200 million. The Amended Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and permits, subject to certain conditions, the ability to pay dividends and repurchase our shares. In order to utilize the Amended Secured Credit Facility, we must, at the time of the borrowing request, be in full compliance with the terms and conditions of the Amended Secured Credit Facility and make certain representations and warranties, including with respect to compliance with laws and solvency, to the lenders. Repayment of borrowings under the Amended Secured Credit Facility are subject to acceleration upon the occurrence of an event of default. Under the agreements governing certain of our debt and finance lease, we are also subject to various covenants, including restrictions on creating liens, engaging in sale/leaseback transactions and engaging in certain merger, consolidation or reorganization transactions. A default under our public debt indentures, the agreements governing our senior secured notes, our finance lease contract or any other debt owed to unaffiliated entities that exceeds $125 million could trigger a default under the Secured Credit Facility and, if not waived by the lenders or otherwise cured, could cause us to lose access to the Amended Secured Credit Facility. Exchangeable bonds Exchange terms Implied Exchange exchange Shares rate price issuable 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.4762 $ 5.25 44.5 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 290.6618 $ 3.44 75.3 The exchange rates, presented above, are subject to adjustment upon the occurrence of certain events. The 4.00% senior guaranteed exchangeable bonds due December 2025 may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. The 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Senior Guaranteed Exchangeable Bonds”) may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. Effective interest rates and fair values Effective Fair interest rate value 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% $ 335 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.3% $ 562 We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares. Interest expense Three months ended March 31, 2024 2023 Contractual interest $ 5 $ 7 Amortization 5 5 Bifurcated compound exchange feature (10) 133 Total $ — $ 145 The 4.625% Senior Guaranteed Exchangeable Bonds contain a compound exchange feature that, in addition to the exchange terms presented below, requires us to pay holders a make-whole premium of future interest through March 30, 2028, for exchanges exercised during a redemption notice period. Such compound exchange feature must be bifurcated from the host debt instrument since it is not considered indexed to our stock. Accordingly, we recognize changes to the estimated fair value of the bifurcated compound exchange feature, recorded as a component of the carrying amount of debt, with a corresponding adjustment to interest expense. At March 31, 2024 and December 31, 2023, the carrying amount of the bifurcated compound exchange feature was $340 million and $350 million, respectively. Debt issuance Senior secured notes Deepwater Titan In January 2023, we issued $1.175 billion aggregate principal amount of 8.75% senior secured notes due February 2030 (the “8.75% Senior Secured Notes”), and we received $1.148 billion aggregate cash proceeds, net of issue costs. The 8.75% Senior Secured Notes are secured by a lien on the ultra-deepwater floaters Deepwater Pontus Deepwater Proteus Deepwater Thalassa Transocean Enabler Transocean Encourage Subsequent events Early debt retirement During the three months ended March 31, 2023, we redeemed and retired certain notes, for which the aggregate principal amounts, cash payments and recognized loss were as follows (in millions): Three months ended March 31, 2023 5.375% Senior Secured Notes due May 2023 $ 243 5.875% Senior Secured Notes due January 2024 311 7.75% Senior Secured Notes due October 2024 240 6.25% Senior Secured Notes due December 2024 250 6.125% Senior Secured Notes due August 2025 336 7.25% Senior Notes due November 2025 — Aggregate principal amount of debt retired $ 1,380 Aggregate cash payment $ 1,402 Aggregate net loss $ (32) Subsequent events |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes | |
Income Taxes | Note 8—Income Taxes Tax provision and rate Tax positions and returns Brazil tax investigations |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings (Loss) Per Share | |
Earnings (Loss) Per Share | Note 9—Earnings (Loss) Per Share The computation of basic and diluted earnings (loss) per share was as follows (in millions, except per share data): Three months ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator for earnings (loss) per share Net income (loss) attributable to controlling interest $ 98 $ 98 $ (465) $ (465) Effect of interest expense on convertible debt instruments — 10 — — Earnings (loss) for per share calculation $ 98 108 $ (465) (465) Denominator for earnings (loss) per share Weighted-average shares outstanding 819 819 728 728 Effect of convertible debt instruments — 120 — — Effect of share-based awards — 9 — — Effect of warrants — 7 — — Weighted-average shares for per share calculation 819 955 728 728 Earnings (loss) per share $ 0.12 $ 0.11 $ (0.64) $ (0.64) We excluded from the computation certain shares issuable as follows because the effect would have been antidilutive (in millions): Three months ended March 31, 2024 2023 Exchangeable bonds — 183 Share-based awards 4 24 Warrants — 9 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Contingencies | |
Contingencies | Note 10—Contingencies Legal proceedings 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 March 31, 2024, the subsidiary was a defendant in approximately 269 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 condensed consolidated statement of financial position, results of operations or cash flows. Other matters Environmental matters We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several. One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information 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 condensed consolidated statement of financial position, results of operations or cash flows. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments | |
Financial Instruments | Note 11—Financial Instruments Overview March 31, 2024 December 31, 2023 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 446 $ 446 $ 762 $ 762 Restricted cash and cash equivalents 270 270 233 233 Long-term loans receivable from unconsolidated affiliates 9 8 6 6 Total debt 7,265 7,246 7,413 7,308 Cash and cash equivalents Restricted cash and cash equivalents Long-term loans receivable from unconsolidated affiliates Total debt Note 7—Debt |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Significant Accounting Policies | |
Presentation | Presentation Form 10K filed on February 21, 2024 |
Accounting estimates | Accounting estimates |
Fair value measurements | Fair value measurements |
Accounting standards updates | Recently issued accounting standards updates not yet adopted Segment reporting Income taxes |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenues | |
Schedule of revenue disaggregation | Three months ended March 31, 2024 2023 Ultra- Harsh Ultra- Harsh deepwater environment deepwater environment floaters floaters Total floaters floaters Total U.S. $ 370 $ — $ 370 $ 352 $ — $ 352 Brazil 155 — 155 63 — 63 Norway — 151 151 — 148 148 Other countries (a) 44 43 87 69 17 86 Total contract drilling revenues $ 569 $ 194 $ 763 $ 484 $ 165 $ 649 (a) The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues. |
Schedule of contract balances and changes | Contract liabilities March 31, December 31 2024 2023 Deferred contract revenues, recorded in other current liabilities $ 223 $ 165 Deferred contract revenues, recorded in other long-term liabilities 252 233 Total contract liabilities $ 475 $ 398 Significant changes in contract liabilities were as follows (in millions): Three months ended March 31, 2024 2023 Total contract liabilities, beginning of period $ 398 $ 328 Decrease due to recognition of revenues for goods and services (46) (34) Increase due to goods and services transferred over time 123 40 Total contract liabilities, end of period $ 475 $ 334 |
Long-Lived Assets (Tables)
Long-Lived Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Lived Assets | |
Changes in our construction work in progress, including capital expenditures and capitalized interest | Three months ended March 31, 2024 2023 Construction work in progress, beginning of period $ 522 $ 1,195 Capital expenditures Newbuild construction program 49 65 Other equipment and construction projects 34 16 Total capital expenditures 83 81 Changes in accrued capital additions 16 (4) Property and equipment placed into service (27) (12) Construction work in progress, end of period $ 594 $ 1,260 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Schedule of debt | Principal amount Carrying amount March 31, December 31 March 31, December 31 2024 2023 2024 2023 7.25% Senior Notes due November 2025 $ 354 $ 354 $ 352 $ 352 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 234 234 223 221 7.50% Senior Notes due January 2026 569 569 567 567 11.50% Senior Guaranteed Notes due January 2027 687 687 903 938 6.875% Senior Secured Notes due February 2027 371 413 369 409 8.00% Senior Notes due February 2027 612 612 609 609 7.45% Notes due April 2027 52 52 52 52 8.00% Debentures due April 2027 22 22 22 22 4.50% Shipyard Loans due September 2027 405 420 374 384 8.375% Senior Secured Notes due February 2028 525 525 518 518 7.00% Notes due June 2028 261 261 264 264 8.00% Senior Secured Notes due September 2028 325 325 321 321 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 259 259 479 486 8.75% Senior Secured Notes due February 2030 1,058 1,116 1,036 1,094 7.50% Notes due April 2031 396 396 395 395 6.80% Senior Notes due March 2038 610 610 605 605 7.35% Senior Notes due December 2041 177 177 176 176 Total debt 6,917 7,032 7,265 7,413 Less debt due within one year 11.50% Senior Guaranteed Notes due January 2027 — — 71 71 6.875% Senior Secured Notes due February 2027 83 83 81 81 4.50% Shipyard Loans due September 2027 105 90 91 75 8.375% Senior Secured Notes due February 2028 50 — 48 — 8.00% Senior Secured Notes due September 2028 60 30 59 30 8.75% Senior Secured Notes due February 2030 117 117 113 113 Total debt due within one year 415 320 463 370 Total long-term debt $ 6,502 $ 6,712 $ 6,802 $ 7,043 |
Scheduled maturities of debt | Principal Other Total installments installments installments Twelve months ending March 31, 2025 $ 415 $ 71 $ 486 2026 1,660 72 1,732 2027 1,979 72 2,051 2028 442 — 442 2029 509 — 509 Thereafter 1,912 — 1,912 Total installments $ 6,917 $ 215 7,132 Total unamortized debt-related balances, net (207) Bifurcated compound exchange feature, at estimated fair value 340 Total carrying amount of debt $ 7,265 |
Schedule of debt retirements | Three months ended March 31, 2023 5.375% Senior Secured Notes due May 2023 $ 243 5.875% Senior Secured Notes due January 2024 311 7.75% Senior Secured Notes due October 2024 240 6.25% Senior Secured Notes due December 2024 250 6.125% Senior Secured Notes due August 2025 336 7.25% Senior Notes due November 2025 — Aggregate principal amount of debt retired $ 1,380 Aggregate cash payment $ 1,402 Aggregate net loss $ (32) |
Exchanged | |
Debt | |
Schedule of debt | Exchange terms Implied Exchange exchange Shares rate price issuable 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 190.4762 $ 5.25 44.5 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 290.6618 $ 3.44 75.3 |
Schedule of interest expense | Effective interest rates and fair values Effective Fair interest rate value 4.00% Senior Guaranteed Exchangeable Bonds due December 2025 6.9% $ 335 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 18.3% $ 562 We estimated the fair values of the exchangeable debt instruments, including the exchange features, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares. Interest expense Three months ended March 31, 2024 2023 Contractual interest $ 5 $ 7 Amortization 5 5 Bifurcated compound exchange feature (10) 133 Total $ — $ 145 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings (Loss) Per Share | |
Schedule of earnings (loss) per share | The computation of basic and diluted earnings (loss) per share was as follows (in millions, except per share data): Three months ended March 31, 2024 2023 Basic Diluted Basic Diluted Numerator for earnings (loss) per share Net income (loss) attributable to controlling interest $ 98 $ 98 $ (465) $ (465) Effect of interest expense on convertible debt instruments — 10 — — Earnings (loss) for per share calculation $ 98 108 $ (465) (465) Denominator for earnings (loss) per share Weighted-average shares outstanding 819 819 728 728 Effect of convertible debt instruments — 120 — — Effect of share-based awards — 9 — — Effect of warrants — 7 — — Weighted-average shares for per share calculation 819 955 728 728 Earnings (loss) per share $ 0.12 $ 0.11 $ (0.64) $ (0.64) |
Schedule of antidilutive securities | Three months ended March 31, 2024 2023 Exchangeable bonds — 183 Share-based awards 4 24 Warrants — 9 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments | |
Carrying amounts and fair values of the financial instruments | March 31, 2024 December 31, 2023 Carrying Fair Carrying Fair amount value amount value Cash and cash equivalents $ 446 $ 446 $ 762 $ 762 Restricted cash and cash equivalents 270 270 233 233 Long-term loans receivable from unconsolidated affiliates 9 8 6 6 Total debt 7,265 7,246 7,413 7,308 |
Business (Details)
Business (Details) | Mar. 31, 2024 item |
Number of mobile offshore drilling units | 36 |
Ultra-deepwater floaters | |
Number of mobile offshore drilling units | 28 |
Harsh environment floaters | |
Number of mobile offshore drilling units | 8 |
Ultra Deepwater drillships | |
Number of mobile offshore drilling units under construction | 1 |
Unconsolidated Affiliates (Deta
Unconsolidated Affiliates (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Investments | ||||
Equity in losses | $ (2) | $ (13) | ||
Aggregate carrying amount of equity investment | $ 213 | $ 216 | ||
Global Sea Mineral Resources | ||||
Investments | ||||
Equity method investment payment | $ 10 | |||
Equity investment non-cash contribution | $ 85 |
Revenues (Disaggregation) (Deta
Revenues (Disaggregation) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Contract drilling revenues | $ 763 | $ 649 |
U.S. | ||
Revenue | ||
Contract drilling revenues | 370 | 352 |
Brazil | ||
Revenue | ||
Contract drilling revenues | 155 | 63 |
Norway | ||
Revenue | ||
Contract drilling revenues | 151 | 148 |
Other Countries | ||
Revenue | ||
Contract drilling revenues | 87 | 86 |
Ultra-deepwater floaters | ||
Revenue | ||
Contract drilling revenues | 569 | 484 |
Ultra-deepwater floaters | U.S. | ||
Revenue | ||
Contract drilling revenues | 370 | 352 |
Ultra-deepwater floaters | Brazil | ||
Revenue | ||
Contract drilling revenues | 155 | 63 |
Ultra-deepwater floaters | Other Countries | ||
Revenue | ||
Contract drilling revenues | 44 | 69 |
Harsh environment floaters | ||
Revenue | ||
Contract drilling revenues | 194 | 165 |
Harsh environment floaters | Norway | ||
Revenue | ||
Contract drilling revenues | 151 | 148 |
Harsh environment floaters | Other Countries | ||
Revenue | ||
Contract drilling revenues | $ 43 | $ 17 |
Revenues (Contract liabilities)
Revenues (Contract liabilities) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Contract balances | ||||
Deferred contract revenues, recorded in other current liabilities | $ 223 | $ 165 | ||
Deferred contract revenues, recorded in other long-term liabilities | 252 | 233 | ||
Total contract liabilities | $ 475 | $ 398 | $ 334 | $ 328 |
Revenues (Changes) (Details)
Revenues (Changes) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Changes to contract liabilities | ||
Total contract liabilities, at beginning of period | $ 398 | $ 328 |
Decrease due to recognition of revenues for goods and services | (46) | (34) |
Increase due to goods and services transferred over time | 123 | 40 |
Total contract liabilities, at end of period | $ 475 | $ 334 |
Revenues (Pre-operating) (Detai
Revenues (Pre-operating) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenues | |||
Recognized pre-operating costs | $ 20 | $ 10 | |
Unrecognized pre-operating costs | $ 258 | $ 221 |
Long-Lived Assets - Constructio
Long-Lived Assets - Construction work in progress (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Changes in construction work in progress | ||
Total capital expenditures | $ 83 | $ 81 |
Changes in accrued capital additions | 16 | (4) |
Construction in Progress | ||
Changes in construction work in progress | ||
Construction work in progress, at beginning of period | 522 | 1,195 |
Construction work in progress, at end of period | 594 | 1,260 |
New builds | ||
Changes in construction work in progress | ||
Total capital expenditures | 49 | 65 |
Other property and equipment | ||
Changes in construction work in progress | ||
Total capital expenditures | 34 | 16 |
Property and equipment placed into service | $ (27) | $ (12) |
Long-Lived Assets - Disposal (D
Long-Lived Assets - Disposal (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Acquisition and Disposals | |||
Proceeds from disposal of assets, net | $ 44 | $ 1 | |
Gain (loss) on the sale of assets | (6) | (170) | |
Assets sold, not discontinued operations | Rig sales | |||
Acquisition and Disposals | |||
Proceeds from disposal of assets, net | 43 | ||
Gain (loss) on the sale of assets | (1) | $ (169) | |
Gain (loss) on the sale of assets per diluted share | $ (0.23) | ||
Gain (loss) on disposal of assets, tax effect | 0 | $ 0 | |
Assets sold, not discontinued operations | Other property and equipment | |||
Acquisition and Disposals | |||
Proceeds from disposal of assets, net | 1 | ||
Gain (loss) on the sale of assets | $ (6) | ||
Assets held for sale | Rig sales | |||
Acquisition and Disposals | |||
Assets held for sale | $ 49 |
Debt (Details)
Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Principal amount | ||
Debt due within one year | $ 415 | $ 320 |
Long-term debt | 6,502 | 6,712 |
Carrying amount | ||
Total debt | 7,265 | 7,413 |
Debt due within one year | 463 | 370 |
Long-term debt | 6,802 | 7,043 |
7.25% Senior Notes due November 2025 | ||
Principal amount | ||
Total installments | 354 | 354 |
Carrying amount | ||
Total debt | $ 352 | 352 |
Debt instrument interest rate stated percentage | 7.25% | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Principal amount | ||
Total installments | $ 234 | 234 |
Carrying amount | ||
Total debt | $ 223 | 221 |
Debt instrument interest rate stated percentage | 4% | |
7.50% Senior Notes due January 2026 | ||
Principal amount | ||
Total installments | $ 569 | 569 |
Carrying amount | ||
Total debt | $ 567 | 567 |
Debt instrument interest rate stated percentage | 7.50% | |
11.50% Senior Guaranteed Notes due January 2027 | ||
Principal amount | ||
Total installments | $ 687 | 687 |
Carrying amount | ||
Total debt | 903 | 938 |
Debt due within one year | $ 71 | 71 |
Debt instrument interest rate stated percentage | 11.50% | |
6.875% Senior Secured Notes due February 2027 | ||
Principal amount | ||
Total installments | $ 371 | 413 |
Debt due within one year | 83 | 83 |
Carrying amount | ||
Total debt | 369 | 409 |
Debt due within one year | $ 81 | 81 |
Debt instrument interest rate stated percentage | 6.875% | |
8.00% Senior Notes due February 2027 | ||
Principal amount | ||
Total installments | $ 612 | 612 |
Carrying amount | ||
Total debt | $ 609 | 609 |
Debt instrument interest rate stated percentage | 8% | |
7.45% Notes due April 2027 | ||
Principal amount | ||
Total installments | $ 52 | 52 |
Carrying amount | ||
Total debt | $ 52 | 52 |
Debt instrument interest rate stated percentage | 7.45% | |
8.00% Debentures due April 2027 | ||
Principal amount | ||
Total installments | $ 22 | 22 |
Carrying amount | ||
Total debt | $ 22 | 22 |
Debt instrument interest rate stated percentage | 8% | |
4.50% Shipyard Loans due September 2027 | ||
Principal amount | ||
Total installments | $ 405 | 420 |
Debt due within one year | 105 | 90 |
Carrying amount | ||
Total debt | 374 | 384 |
Debt due within one year | $ 91 | 75 |
Debt instrument interest rate stated percentage | 4.50% | |
8.375% Senior Secured Notes due February 2028 | ||
Principal amount | ||
Total installments | $ 525 | 525 |
Debt due within one year | 50 | |
Carrying amount | ||
Total debt | 518 | 518 |
Debt due within one year | $ 48 | |
Debt instrument interest rate stated percentage | 8.375% | |
7.00% Notes due June 2028 | ||
Principal amount | ||
Total installments | $ 261 | 261 |
Carrying amount | ||
Total debt | $ 264 | 264 |
Debt instrument interest rate stated percentage | 7% | |
8.00% Senior Secured Notes due September 2028 | ||
Principal amount | ||
Total installments | $ 325 | 325 |
Debt due within one year | 60 | 30 |
Carrying amount | ||
Total debt | 321 | 321 |
Debt due within one year | $ 59 | 30 |
Debt instrument interest rate stated percentage | 8% | |
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | ||
Principal amount | ||
Total installments | $ 259 | 259 |
Carrying amount | ||
Total debt | $ 479 | 486 |
Debt instrument interest rate stated percentage | 4.625% | |
8.75% Senior Secured Notes Due February 2030 | ||
Principal amount | ||
Total installments | $ 1,058 | 1,116 |
Debt due within one year | 117 | 117 |
Carrying amount | ||
Total debt | 1,036 | 1,094 |
Debt due within one year | $ 113 | 113 |
Debt instrument interest rate stated percentage | 8.75% | |
7.50% Notes due April 2031 | ||
Principal amount | ||
Total installments | $ 396 | 396 |
Carrying amount | ||
Total debt | $ 395 | 395 |
Debt instrument interest rate stated percentage | 7.50% | |
6.80% Senior Notes due March 2038 | ||
Principal amount | ||
Total installments | $ 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 | $ 177 | 177 |
Carrying amount | ||
Total debt | $ 176 | 176 |
Debt instrument interest rate stated percentage | 7.35% | |
Principal installments | ||
Principal amount | ||
Total installments | $ 6,917 | $ 7,032 |
Debt (Maturities) (Details)
Debt (Maturities) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Total Installments | ||
Scheduled maturities of debt | ||
2025 | $ 486 | |
2026 | 1,732 | |
2027 | 2,051 | |
2028 | 442 | |
2029 | 509 | |
Thereafter | 1,912 | |
Total installments | 7,132 | |
Total unamortized debt-related balances, net | (207) | |
Bifurcated compound exchange feature, at estimated fair value | 340 | |
Total carrying amount of debt | 7,265 | |
Principal installments | ||
Scheduled maturities of debt | ||
2025 | 415 | |
2026 | 1,660 | |
2027 | 1,979 | |
2028 | 442 | |
2029 | 509 | |
Thereafter | 1,912 | |
Total installments | 6,917 | $ 7,032 |
Other installments | ||
Scheduled maturities of debt | ||
2025 | 71 | |
2026 | 72 | |
2027 | 72 | |
Total installments | $ 215 |
Debt (Credit Agreements) (Detai
Debt (Credit Agreements) (Details) - Five-Year Revolving Credit Facility $ in Millions | 1 Months Ended | 3 Months Ended |
Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | |
Debt | ||
Borrowing capacity, maximum | $ 600 | |
Commitment fee percentage at period end | 0.625% | |
Credit facility amount outstanding | $ 0 | |
Letters of credit issued and outstanding | 12 | |
Credit facility available borrowing capacity | $ 588 | |
Early maturity trigger, principal due within 91 days | $ 325 | |
Early maturity trigger available cash | 250 | |
Permitted commitment increase | $ 250 | |
Minimum guarantee coverage ratio | 3 | |
Minimum collateral coverage ratio. | 2.1 | |
Debt to capitalization ratio | 0.60 | |
Minimum liquidity | $ 200 | |
Cross default trigger under credit facility | $ 125 | |
Minimum | ||
Debt | ||
Commitment fee percentage at period end | 0.375% | |
Maximum | ||
Debt | ||
Commitment fee percentage at period end | 1% | |
June 2025 | ||
Debt | ||
Borrowing capacity, maximum | $ 576 | |
June 2028 | ||
Debt | ||
Borrowing capacity, maximum | $ 510 | |
Term SOFR | ||
Debt | ||
Spread on variable rate basis (as a percent) | 0.10% |
Debt (Exchangeable) (Details)
Debt (Exchangeable) (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | |
4.00% Senior Guaranteed Exchangeable Bonds due December 2025 | ||
Debt | ||
Debt instrument interest rate stated percentage | 4% | |
Debt conversion ratio | 0.1904762 | |
Debt conversion (in dollars per share) | $ / shares | $ 5.25 | |
Shares issuable (in shares) | 44.5 | |
Effective interest rate (as a percent) | 6.90% | |
Fair value of debt | $ 335 | |
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | ||
Debt | ||
Debt instrument interest rate stated percentage | 4.625% | |
Debt conversion ratio | 0.2906618 | |
Debt conversion (in dollars per share) | $ / shares | $ 3.44 | |
Shares issuable (in shares) | 75.3 | |
Effective interest rate (as a percent) | 18.30% | |
Fair value of debt | $ 562 | |
Bifurcated compound exchange feature, at estimated fair value | $ 340 | $ 350 |
Debt (Interest Expense) (Detail
Debt (Interest Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Interest Expense | ||
Amortization | $ 13 | $ 13 |
Bifurcated compound exchange feature | (10) | 133 |
Total interest expense | 117 | 249 |
Exchangeable bonds | ||
Interest Expense | ||
Contractual interest | 5 | 7 |
Amortization | 5 | 5 |
Bifurcated compound exchange feature | $ (10) | 133 |
Total interest expense | $ 145 |
Debt (Issuance) (Details)
Debt (Issuance) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2024 | Jan. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | |
Debt | ||||
Proceeds from issuance of debt | $ 1,665 | |||
8.375% Senior Secured Notes due February 2028 | ||||
Debt | ||||
Debt instrument face value | $ 525 | |||
Debt instrument interest rate stated percentage | 8.375% | |||
Proceeds from issuance of debt | $ 516 | |||
Redemption price of debt instrument (as a percent) | 100% | |||
8.75% Senior Secured Notes Due February 2030 | ||||
Debt | ||||
Debt instrument face value | $ 1,175 | |||
Debt instrument interest rate stated percentage | 8.75% | |||
Proceeds from issuance of debt | $ 1,148 | |||
Redemption price of debt instrument (as a percent) | 100% | |||
8.25% Senior Guaranteed Notes Due May 2029 and 8.50% Senior Guaranteed Notes Due May 2031 | ||||
Debt | ||||
Proceeds from issuance of debt | $ 1,770 | |||
Redemption price of debt instrument (as a percent) | 100% | |||
8.25% Senior Guaranteed Notes Due May 2029 | ||||
Debt | ||||
Debt instrument face value | $ 900 | |||
8.50% Senior Guaranteed Notes Due May 2031 | ||||
Debt | ||||
Debt instrument face value | $ 900 |
Debt (Settled) (Details)
Debt (Settled) (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt | |||
Aggregate principal amount of debt retired | $ 1,380 | ||
Aggregate cash payment | 1,402 | ||
Aggregate net loss | (32) | ||
Repayments of debt | $ 151 | 1,564 | |
5.375% Senior Secured Notes due May 2023 | |||
Debt | |||
Debt instrument interest rate stated percentage | 5.375% | ||
Aggregate principal amount of debt retired | 243 | ||
5.875% Senior Secured Notes due January 2024 | |||
Debt | |||
Debt instrument interest rate stated percentage | 5.875% | ||
Aggregate principal amount of debt retired | 311 | ||
7.75% Senior Secured Notes due October 2024 | |||
Debt | |||
Debt instrument interest rate stated percentage | 7.75% | ||
Aggregate principal amount of debt retired | 240 | ||
6.25% Senior Secured Notes due December 2024 | |||
Debt | |||
Debt instrument interest rate stated percentage | 6.25% | ||
Aggregate principal amount of debt retired | 250 | ||
6.125% Senior Secured Notes due August 2025 | |||
Debt | |||
Debt instrument interest rate stated percentage | 6.125% | ||
Aggregate principal amount of debt retired | $ 336 | ||
7.25% Senior Notes due November 2025 | |||
Debt | |||
Debt instrument interest rate stated percentage | 7.25% | ||
11.50% Senior Guaranteed Notes due January 2027 | |||
Debt | |||
Debt instrument interest rate stated percentage | 11.50% | ||
7.50% Senior Notes due January 2026 | |||
Debt | |||
Debt instrument interest rate stated percentage | 7.50% | ||
8.00% Senior Notes due February 2027 | |||
Debt | |||
Debt instrument interest rate stated percentage | 8% | ||
4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | |||
Debt | |||
Debt instrument interest rate stated percentage | 4.625% | ||
Tendered | |||
Debt | |||
Aggregate cash payment | $ 873 | ||
Tendered | 7.25% Senior Notes due November 2025 | |||
Debt | |||
Aggregate principal amount of debt retired | 249 | ||
Tendered | 11.50% Senior Guaranteed Notes due January 2027 | |||
Debt | |||
Aggregate principal amount of debt retired | 596 | ||
Repurchased | |||
Debt | |||
Aggregate cash payment | 658 | ||
Repurchased | 7.25% Senior Notes due November 2025 | |||
Debt | |||
Aggregate principal amount of debt retired | 105 | ||
Aggregate cash payment | 105 | ||
Repurchased | 7.50% Senior Notes due January 2026 | |||
Debt | |||
Aggregate principal amount of debt retired | 569 | ||
Repurchased | 8.00% Senior Notes due February 2027 | |||
Debt | |||
Aggregate principal amount of debt retired | $ 87 |
Income Taxes (Provision) (Detai
Income Taxes (Provision) (Details) R$ in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 BRL (R$) | Mar. 31, 2023 USD ($) | |
Effective tax rate | 206% | 206% | (12.30%) |
Various discrete tax items expense (benefit) | $ (121) | $ (11) | |
Annual effective tax rate excluding discrete items (as a percent) | 76.90% | 76.90% | (29.00%) |
Brazil | Corporate income tax | |||
Net adjustments of additional taxes, including interest and penalties | $ 140 | R$ 704 | |
Brazil | Indirect tax | |||
Net adjustments of additional taxes, including interest and penalties | $ 18 | R$ 91 |
Earnings (Loss) Per Share (Basi
Earnings (Loss) Per Share (Basic and Diluted) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator for loss per share, basic | ||
Net Income (Loss) | $ 98 | $ (465) |
Earnings (loss) for per share calculation, basic | $ 98 | $ (465) |
Denominator for loss per share, basic | ||
Weighted-average shares outstanding (in shares) | 819 | 728 |
Earnings (loss) per share, basic (in dollars per share) | $ 0.12 | $ (0.64) |
Numerator for loss per share, diluted | ||
Net Income (Loss) | $ 98 | $ (465) |
Effect of interest expense on convertible debt instruments | 10 | |
Earnings (loss) for per share calculation, diluted | $ 108 | $ (465) |
Denominator for loss per share, diluted | ||
Weighted-average shares outstanding (in shares) | 819 | 728 |
Effect of convertible debt instruments (in shares) | 120 | |
Effect of share-based awards (in shares) | 9 | |
Effect of warrants (in shares) | 7 | |
Weighted-average shares for per share calculation, diluted (in shares) | 955 | 728 |
Earnings (loss) per share, diluted (in dollars per share) | $ 0.11 | $ (0.64) |
Exchangeable bonds | ||
Anti-dilutive securities | ||
Securities excluded from earnings per share calculation (in shares) | 183 | |
Share-based awards | ||
Anti-dilutive securities | ||
Securities excluded from earnings per share calculation (in shares) | 4 | 24 |
Warrant | ||
Anti-dilutive securities | ||
Securities excluded from earnings per share calculation (in shares) | 9 |
Contingencies (Legal proceeding
Contingencies (Legal proceedings) (Details) - Asbestos litigation | Mar. 31, 2024 plaintiff lawsuit |
Contingencies | |
Number of claims | lawsuit | 269 |
Louisiana | |
Contingencies | |
Number of claims | 6 |
Illinois, Missouri or California | |
Contingencies | |
Number of claims | 17 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Financial instruments | ||
Total debt | $ 7,265 | $ 7,413 |
Carrying amount | ||
Financial instruments | ||
Cash and cash equivalents | 446 | 762 |
Restricted cash and cash equivalents | 270 | 233 |
Long-term loans receivable from unconsolidated affiliates | 9 | 6 |
Total debt | 7,265 | 7,413 |
Fair value | ||
Financial instruments | ||
Cash and cash equivalents | 446 | 762 |
Restricted cash and cash equivalents | 270 | 233 |
Long-term loans receivable from unconsolidated affiliates | 8 | 6 |
Total debt | $ 7,246 | $ 7,308 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 98 | $ (465) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |