0001451505-20-000106 | 10-Q | XBRL Viewer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Oct. 27, 2020
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Entity File Number	001-38373
Entity Registrant Name	Transocean Ltd
Entity Incorporation, State or Country Code	V8
Entity Tax Identification Number	98-0599916
Entity Address, Address Line One	Turmstrasse 30
Entity Address, City or Town	Steinhausen
Entity Address, Country	CH
Entity Address, Postal Zip Code	6312
City Area Code	+41 (41)
Local Phone Number	749-0500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		615,110,302
Entity Central Index Key	0001451505
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
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 OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating revenues
Revenues	$ 773	$ 784	$ 2,462	$ 2,296
Revenue from Contract with Customer, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Costs and expenses
Operating and maintenance	$ 470	$ 547	$ 1,535	$ 1,565
Cost, Product and Service [Extensible List]	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember	us-gaap:OilAndGasServiceMember
Depreciation and amortization	$ 190	$ 212	$ 592	$ 648
General and administrative	45	45	133	139
Total costs and expenses	705	804	2,260	2,352
Loss on impairment		583	597	584
Loss on disposal of assets, net	(64)	(4)	(64)	(7)
Operating income (loss)	4	(607)	(459)	(647)
Other income (expense), net
Interest income	6	11	19	33
Interest expense, net of amounts capitalized	(145)	(166)	(458)	(500)
Gain (loss) on restructuring and retirement of debt	449	(12)	396	(39)
Other, net	21	3	(23)	34
Total other income (expense), net	331	(164)	(66)	(472)
Income (loss) before income tax expense	335	(771)	(525)	(1,119)
Income tax expense (benefit)	(24)	54	4	83
Net income (loss)	359	(825)	(529)	(1,202)
Net income attributable to noncontrolling interest			1	2
Net income (loss) attributable to controlling interest	$ 359	$ (825)	$ (530)	$ (1,204)
Earnings (loss) per share
Basic (in dollars per share)	$ 0.58	$ (1.35)	$ (0.86)	$ (1.97)
Diluted (in dollars per share)	$ 0.51	$ (1.35)	$ (0.86)	$ (1.97)
Weighted-average shares outstanding
Basic (in shares)	616	613	615	612
Diluted (in shares)	702	613	615	612

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net loss	$ 359	$ (825)	$ (529)	$ (1,202)
Net income attributable to noncontrolling interest			1	2
Net income (loss) attributable to controlling interest	359	(825)	(530)	(1,204)
Components of net periodic benefit income (costs) before reclassifications			(9)	7
Components of net periodic benefit costs reclassified to net income (loss)	2		6	1
Other comprehensive income (loss) before income taxes	2		(3)	8
Other comprehensive income (loss)	2		(3)	8
Other comprehensive income (loss) attributable to controlling interest	2		(3)	8
Total comprehensive income (loss)	361	(825)	(532)	(1,194)
Total comprehensive income attributable to noncontrolling interest			1	2
Total comprehensive income (loss) attributable to controlling interest	$ 361	$ (825)	$ (533)	$ (1,196)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Assets
Cash and cash equivalents	$ 1,382	$ 1,790
Accounts receivable, net of allowance of $2 at September 30, 2020	699	654
Materials and supplies, net of allowance of $118 and $127 at September 30, 2020 and December 31, 2019, respectively	459	479
Restricted cash accounts and investments	448	558
Other current assets	187	159
Total current assets	3,175	3,640
Property and equipment	23,038	24,281
Less accumulated depreciation	(5,207)	(5,434)
Property and equipment, net	17,831	18,847
Contract intangible assets	450	608
Deferred income taxes, net	19	20
Other assets	997	990
Total assets	22,472	24,105
Liabilities and equity
Accounts payable	214	311
Accrued income taxes	42	64
Debt due within one year	640	568
Other current liabilities	655	781
Total current liabilities	1,551	1,724
Long-term debt	7,794	8,693
Deferred income taxes, net	294	266
Other long-term liabilities	1,430	1,555
Total long-term liabilities	9,518	10,514
Commitments and contingencies
Shares, CHF 0.10 par value, 824,648,925 authorized, 142,365,398 conditionally authorized, 639,674,414 issued and 614,861,972 outstanding at September 30, 2020, and 639,674,422 authorized, 142,365,398 conditionally authorized, 617,970,525 issued and 611,871,374 outstanding at December 31, 2019	60	59
Additional paid-in capital	13,493	13,424
Accumulated deficit	(1,829)	(1,297)
Accumulated other comprehensive loss	(327)	(324)
Total controlling interest shareholders' equity	11,397	11,862
Noncontrolling interest	6	5
Total equity	11,403	11,867
Total liabilities and equity	$ 22,472	$ 24,105

CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions	Sep. 30, 2020 USD ($) shares	Sep. 30, 2020 SFr / shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2019 SFr / shares
CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts \| $	$ 2
Materials and supplies, allowance for obsolescence \| $	$ 118		$ 127
Shares, CHF par value (in Swiss francs per share) \| SFr / shares		SFr 0.10		SFr 0.10
Shares, authorized	824,648,925		639,674,422
Shares, conditionally authorized	142,365,398		142,365,398
Shares, issued	639,674,414		617,970,525
Shares, outstanding	614,861,972		611,871,374

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions	Total controlling interest shareholders' equity	Shares	Additional paid-in capital	Retained earnings (accumulated deficit) Period of Adoption, Adjustment	Retained earnings (accumulated deficit)	Accumulated other comprehensive loss Period 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
Increase (Decrease) in Shareholders' Equity
Share-based compensation	28		28						28
Net income (loss) attributable to controlling interest					(1,204)				(1,204)
Other comprehensive income (loss) attributable to controlling interest							8		8
Total comprehensive income (loss) attributable to controlling interest	(1,196)								(1,196)
Total comprehensive income attributable to noncontrolling interest								2
Total comprehensive income (loss)									(1,194)
Other, net	(6)		(7)						(6)
Balance at Sep. 30, 2019	11,933	59	13,415	$ 25	(1,246)	$ (24)	(295)	9	11,942
Balance at Jun. 30, 2019	12,748	59	13,405		(421)		(295)	9	12,757
Increase (Decrease) in Shareholders' Equity
Share-based compensation	9		9						9
Net income (loss) attributable to controlling interest					(825)				(825)
Total comprehensive income (loss) attributable to controlling interest	(825)								(825)
Total comprehensive income (loss)									(825)
Other, net	1		1						1
Balance at Sep. 30, 2019	11,933	59	13,415	25	(1,246)	$ (24)	(295)	9	11,942
Balance at Dec. 31, 2019	11,862	59	13,424		(1,297)		(324)	5	11,867
Increase (Decrease) in Shareholders' Equity
Issuance of shares under share-based compensation plans		1
Share-based compensation	24		24						24
Equity component of convertible debt instruments	46		46						46
Net income (loss) attributable to controlling interest					(530)				(530)
Other comprehensive income (loss) attributable to controlling interest							(3)		(3)
Total comprehensive income (loss) attributable to controlling interest	(533)								(533)
Total comprehensive income attributable to noncontrolling interest								1
Total comprehensive income (loss)									(532)
Other, net	(2)		(1)						(2)
Balance at Sep. 30, 2020	11,397	60	13,493	(2)	(1,829)		(327)	6	11,403
Balance at Jun. 30, 2020	10,981	60	13,438		(2,188)		(329)	6	10,987
Increase (Decrease) in Shareholders' Equity
Share-based compensation	9		9						9
Equity component of convertible debt instruments	46		46						46
Net income (loss) attributable to controlling interest					359				359
Other comprehensive income (loss) attributable to controlling interest							2		2
Total comprehensive income (loss) attributable to controlling interest	361								361
Total comprehensive income (loss)									361
Balance at Sep. 30, 2020	$ 11,397	$ 60	$ 13,493	$ (2)	$ (1,829)		$ (327)	$ 6	$ 11,403

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net loss	$ (825)	$ (529)	$ (1,202)
Adjustments to reconcile to net cash provided by operating activities:
Contract intangible asset amortization		158	140
Depreciation and amortization	212	592	648
Share-based compensation expense		24	28
Loss on impairment	583	597	584
Loss on impairment of investment in unconsolidated affiliate		59
Loss on disposal of assets, net	4	64	7
Gain (loss) on restructuring and retirement of debt	12	(396)	39
Deferred income tax expense		28	139
Other, net		42	28
Changes in deferred revenues, net		(45)	19
Changes in deferred costs, net		10	(21)
Changes in other operating assets and liabilities, net		(484)	(216)
Net cash provided by operating activities		120	193
Cash flows from investing activities
Capital expenditures		(218)	(259)
Proceeds from disposal of assets, net		15	52
Investments in unconsolidated affiliates		(17)	(77)
Proceeds from maturities of unrestricted and restricted investments			123
Other, net			3
Net cash used in investing activities		(220)	(158)
Cash flows from financing activities
Proceeds from issuance of debt, net of discounts and issue costs		743	1,056
Repayments of debt		(1,135)	(1,189)
Other, net		(27)	(34)
Net cash used in financing activities		(419)	(167)
Net decrease in unrestricted and restricted cash and cash equivalents		(519)	(132)
Unrestricted and restricted cash and cash equivalents, beginning of period		2,349	2,589
Unrestricted and restricted cash and cash equivalents, end of period	$ 2,457	$ 1,830	$ 2,457

Business

9 Months Ended

Sep. 30, 2020

Business

Business

Note 1—Business

Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Our mobile offshore drilling fleet is considered one of the most versatile fleets in the world. We contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells. As of September 30, 2020, we owned or had partial ownership interests in and operated a fleet of 38 mobile offshore drilling units, including 27 ultra-deepwater floaters and 11 harsh environment floaters. As of September 30, 2020, we were constructing two ultra-deepwater drillships.

Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Significant Accounting Policies

Significant Accounting Policies

Note 2—Significant Accounting Policies

Presentation—We prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise noted. Operating results for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or for any future period. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, included in our annual report on Form 10-K filed on February 18, 2020.

Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to our allowance for credit losses, allowance for excess and obsolete materials and supplies, assets held for sale, property and equipment, intangibles, leases, income taxes, contingencies, share-based compensation and postemployment benefit plans. We base our estimates and assumptions on historical experience and other factors that we believe are reasonable. Actual results could differ from such estimates.

Fair value measurements—We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability. Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.

Accounting Standards Update

9 Months Ended

Sep. 30, 2020

Accounting Standards Update

Accounting Standards Update

Note 3—Accounting Standards Update

Recently adopted accounting standards

Financial instruments – credit losses—Effective January 1, 2020, we adopted the accounting standards update that requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. Our accounts receivable represent consideration earned for performing services in various countries for our customers, including integrated oil companies, government-owned or government-controlled oil companies and other independent oil companies, the majority of which currently have corporate family investment grade credit ratings. We established procedures to apply the requirements of the accounting standards update using the loss-rate method by reviewing our historical credit losses and evaluating future expectations, and we recorded the initial estimated allowance with a corresponding entry to accumulated deficit. Our adoption did not have a material effect on our condensed consolidated statements of financial position, operations or cash flows or on the disclosures contained in our notes to condensed consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Unconsolidated Affiliates

9 Months Ended

Sep. 30, 2020

Unconsolidated Affiliates

Unconsolidated Affiliates

Note 4—Unconsolidated Affiliates

Investments—We hold investments in various partially owned, unconsolidated companies, the most significant of which is a 33.0 percent ownership interest in Orion Holdings (Cayman) Limited (together with its subsidiary, “Orion”), a Cayman Islands company that, through its wholly owned subsidiary, owns the harsh environment floater Transocean Norge. Additionally, we hold noncontrolling interests in certain companies that are involved in researching and developing technology to improve operational efficiency and reliability and to increase automation, sustainability and safety in drilling and other activities. In the nine months ended September 30, 2020 and 2019, we

made an aggregate cash contribution of $6 million and $74 million, respectively, to Orion. We expect to make an additional $33 million cash contribution to Orion in the six months ending June 30, 2021. In the nine months ended September 30, 2020, we recognized a loss of $59 million, which had no tax effect, recorded in other, net, associated with the impairment of our investment in Orion upon determination that the carrying amount of our equity-method investment exceeded the estimated fair value and that the impairment was other than temporary. We estimated the fair value of our investment using the income method, which required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including applying an assumed discount rate of 12 percent and making assumptions about the future performance of the investment, including future demand and supply for harsh environment floaters, rig utilization, revenue efficiency and dayrates. At September 30, 2020 and December 31, 2019, the aggregate carrying amount of our investment in Orion was $103 million and $164 million, respectively, recorded in other assets.

Related party transactions—We engage in certain related party transactions with Orion under a management services agreement for the operation and maintenance of the harsh environment floater Transocean Norge and marketing services agreement for the marketing of the rig. Prior to the rig’s placement into service, we also engaged in certain related party transactions with Orion under a shipyard care agreement for the construction of the rig and other matters related to its completion and delivery. In the three and nine months ended September 30, 2020, we received an aggregate cash payment of $3 million and $35 million, respectively, primarily related to the shipyard care agreement. In the three and nine months ended September 30, 2019, we received an aggregate cash payment of $41 million and $74 million, respectively, primarily related to the commissioning, preparation and mobilization of Transocean Norge under the shipyard care agreement. We also lease the rig under a short-term bareboat charter agreement, which is currently expected to expire in March 2021.

Revenues

9 Months Ended

Sep. 30, 2020

Revenues

Revenues

Note 5—Revenues

Overview—The duration of our performance obligation varies by contract. As of September 30, 2020, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through February 2028. To obtain contracts with our customers, we incur pre-operating costs to prepare a rig for contract and deliver or mobilize the rig to the drilling location. We defer such pre-operating costs and recognize the costs on a straight-line basis, consistent with the general pace of activity, in operating and maintenance costs over the estimated contract period. In the three and nine months ended September 30, 2020, we recognized pre-operating costs of $16 million and $48 million, respectively. In the three and nine months ended September 30, 2019, we recognized pre-operating costs of $4 million and $10 million, respectively. At September 30, 2020 and December 31, 2019, the unrecognized pre-operating costs to obtain contracts was $23 million and $34 million, respectively, recorded in other assets.

In June 2020, we entered into a settlement and mutual release agreement with a customer, which provided for the final settlement of disputes related to performance obligations satisfied in prior periods. In connection with the settlement, among other things, our customer agreed to pay us $185 million in four equal installments through January 15, 2023. In the nine months ended September 30, 2020, we recognized revenues of $177 million, representing the discounted value of the future payments, and recorded corresponding accounts receivable and other assets of $89 million and $88 million, respectively, net of imputed interest, which we will recognize in interest income over the scheduled payment period. In the nine months ended September 30, 2019, we recognized revenues of $10 million, recognized on a cash basis, for performance obligations satisfied for another customer in prior periods.

Disaggregation—We recognized revenues as follows (in millions):


	Three months ended September 30, 2020										Three months ended September 30, 2019
	U.S.		Norway		Brazil		Other		Total		U.S.		Norway		Brazil		Other		Total

Ultra-deepwater floaters	$	295	$	—	$	60	$	135	$	490	$	317	$	—	$	27	$	149	$	493
Harsh environment floaters		—		233		—		50		283		4		200		—		77		281
Deepwater floaters		—		—		—		—		—		—		—		—		—		—
Midwater floaters		—		—		—		—		—		—		—		—		10		10
Total revenues	$	295	$	233	$	60	$	185	$	773	$	321	$	200	$	27	$	236	$	784


	Nine months ended September 30, 2020										Nine months ended September 30, 2019
	U.S.		Norway		Brazil		Other		Total		U.S.		Norway		Brazil		Other		Total

Ultra-deepwater floaters	$	1,022	$	—	$	176	$	456	$	1,654	$	940	$	—	$	81	$	434	$	1,455
Harsh environment floaters		—		647		—		149		796		4		554		—		232		790
Deepwater floaters		—		—		—		—		—		—		—		6		1		7
Midwater floaters		—		—		—		12		12		—		—		—		44		44
Total revenues	$	1,022	$	647	$	176	$	617	$	2,462	$	944	$	554	$	87	$	711	$	2,296

Contract liabilities—We recognize contract liabilities, recorded in other current liabilities and other long-term liabilities, for mobilization, contract preparation, paid pre-operating standby time, capital upgrades and deferred revenues for declining dayrate contracts using the straight-line method over the remaining contract term. Contract liabilities for our contracts with customers were as follows (in millions):


	September 30,		December 31,
	2020		2019
Deferred contract revenues, recorded in other current liabilities	$	138	$	100
Deferred contract revenues, recorded in other long-term liabilities		346		429
Total contract liabilities	$	484	$	529

Significant changes in contract liabilities were as follows (in millions):


	Nine months ended
	September 30,
	2020		2019
Total contract liabilities, beginning of period	$	529	$	486
Decrease due to recognition of revenues for goods and services		(153)		(83)
Increase due to goods and services transferred over time		108		102
Total contract liabilities, end of period	$	484	$	505

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Drilling Fleet

9 Months Ended

Sep. 30, 2020

Drilling Fleet

Drilling Fleet

Note 6—Drilling Fleet

Construction work in progress—The changes in our construction work in progress, including capital expenditures and other capital additions, were as follows (in millions):


	Nine months ended
	September 30,
	2020		2019
Construction work in progress, beginning of period	$	753	$	632

Capital expenditures
Newbuild construction program		114		90
Other equipment and construction projects		104		169
Total capital expenditures		218		259
Changes in accrued capital additions		(27)		32
Construction work in progress impaired		—		(5)
Property and equipment placed into service		(130)		(151)
Construction work in progress, end of period	$	814	$	767

Impairments of assets held and used—During the three months ended March 31, 2020, we identified indicators that the carrying amounts of our asset groups may not be recoverable. Such indicators included recent significant declines in commodity prices and the market value of our stock, a reduction of expected demand for our drilling services as our customers announced reductions of capital investments in response to commodity prices and a reduction of projected dayrates. As a result of our testing, we determined that the carrying amount of our midwater floater was impaired. In the nine months ended September 30, 2020, we recognized a loss of $31 million ($0.05 per diluted share), which had no tax effect, associated with the impairment of our midwater floater. We measured the fair value of the drilling unit in this asset group by applying the market approach, using estimates of the exchange price that would be received for the assets in the principal or most advantageous markets for the assets in an orderly transaction between participants as of the measurement date. Our estimate of fair value required us to use significant other observable inputs, representative of Level 2 fair value measurements, including the marketability of the rig and prices of comparable rigs that may be sold for scrap value.

Impairments of assets held for sale—During the nine months ended September 30, 2020, we announced our intent to sell or retire, in an environmentally responsible way the ultra-deepwater floater GSF Development Driller II, the harsh environment floaters Polar Pioneer and Songa Dee and the midwater floaters Sedco 711, Sedco 714 and Transocean 712, along with related assets. In the nine months ended September 30, 2020, we recognized an aggregate loss of $556 million ($0.90 per diluted share), which had no tax effect, associated with the impairment of these assets, which we determined were impaired at the time we classified the assets as held for sale.

During the nine months ended September 30, 2019, we announced our intent to retire in an environmentally responsible way the ultra-deepwater floaters Discoverer Deep Seas, Discoverer Enterprise and Discoverer Spirit, along with related assets. In the three and nine months ended September 30, 2019, we recognized an aggregate loss of $578 million ($0.96 per diluted share), which had no tax effect, associated with the impairment of these assets and other equipment, which we determined were impaired at the time we classified the assets as held for sale.

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 other purposes.

Dispositions—During the nine months ended September 30, 2020, in connection with our efforts to dispose of non-strategic assets, we completed the sale of the harsh environment floaters Polar Pioneer, Songa Dee and Transocean Arctic and the midwater floaters Sedco 711, Sedco 714 and Transocean 712, along with related assets. In the nine months ended September 30, 2020, we received aggregate net cash proceeds of $11 million and recognized an aggregate net loss of $61 million, which had no tax effect, associated with the disposal of these assets.

During the nine months ended September 30, 2019, we completed the sale of the ultra-deepwater floaters Deepwater Frontier, Deepwater Millennium and Ocean Rig Paros, the harsh environment floater Eirik Raude, the deepwater floaters Jack Bates and Transocean 706 and the midwater floaters Actinia and Songa Delta, along with related assets. In the nine months ended September 30, 2019, we received aggregate net cash proceeds of $47 million and recognized an aggregate net gain of $2 million, which had no tax effect, associated with the disposal of these assets. In the nine months ended September 30, 2019, we received aggregate net cash proceeds of $5 million and recognized an aggregate net loss of $9 million associated with the disposal of assets unrelated to rig sales.

Assets held for sale—At September 30, 2020, the aggregate carrying amount of our assets held for sale, including the ultra-deepwater floater GSF Development Driller II, along with related assets, was $9 million, recorded in other current assets. At December 31, 2019, we had no assets classified as held for sale.

Debt

9 Months Ended

Sep. 30, 2020

Debt

Debt

Note 7—Debt

Overview

Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, net of debt-related balances, including unamortized discounts, premiums, issue costs and fair value adjustments of our debt, were as follows (in millions):


	Principal amount				Carrying amount
	September 30,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
6.50% Senior Notes due November 2020	$	191	$	206	$	191	$	206
6.375% Senior Notes due December 2021		116		222		116		221
5.52% Senior Secured Notes due May 2022		134		200		133		198
3.80% Senior Notes due October 2022		37		190		37		189
0.50% Exchangeable Senior Bonds due January 2023		463		863		462		862
5.375% Senior Secured Notes due May 2023		504		525		498		518
9.00% Senior Notes due July 2023		—		714		—		701
5.875% Senior Secured Notes due January 2024		585		667		576		656
7.75% Senior Secured Notes due October 2024		390		420		383		412
6.25% Senior Secured Notes due December 2024		406		437		400		430
6.125% Senior Secured Notes due August 2025		468		534		460		525
7.25% Senior Notes due November 2025		543		750		535		737
7.50% Senior Notes due January 2026		569		750		565		743
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		238		—		277		—
11.50% Senior Guaranteed Notes due January 2027		687		—		1,139		—
6.875% Senior Secured Notes due February 2027		550		550		542		541
8.00% Senior Notes due February 2027		612		—		606		—
7.45% Notes due April 2027		52		88		51		86
8.00% Debentures due April 2027		22		57		22		57
7.00% Notes due June 2028		261		300		266		306
7.50% Notes due April 2031		396		588		394		585
6.80% Senior Notes due March 2038		610		1,000		605		991
7.35% Senior Notes due December 2041		177		300		176		297
Total debt		8,011		9,361		8,434		9,261

Less debt due within one year
6.50% Senior Notes due November 2020		191		206		191		206
5.52% Senior Secured Notes due May 2022		92		88		91		87
5.375% Senior Secured Notes due May 2023		31		16		29		14
5.875% Senior Secured Notes due January 2024		83		83		80		79
7.75% Senior Secured Notes due October 2024		60		60		58		58
6.25% Senior Secured Notes due December 2024		62		62		60		60
6.125% Senior Secured Notes due August 2025		66		66		64		64
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		—		—		6		—
11.50% Senior Guaranteed Notes due January 2027		—		—		61		—
Total debt due within one year		585		581		640		568
Total long-term debt	$	7,426	$	8,780	$	7,794	$	8,693

Scheduled maturities—At September 30, 2020, the scheduled maturities of our debt, including the principal installments and other installments, representing the undiscounted projected interest payments of debt exchanged, were as follows (in millions):


	Principal		Other
	installments		installments		Total
Twelve months ending September 30,
2021	$	585	$	67	$	652
2022		561		76		637
2023		1,249		76		1,325
2024		608		77		685
2025		593		77		670
Thereafter		4,415		117		4,532
Total installments of debt	$	8,011	$	490		8,501
Total debt-related balances, net						(67)
Total carrying amount of debt					$	8,434

Secured Credit Facility—We have a $1.3 billion secured revolving credit facility, established under a bank credit agreement, as amended (the “Secured Credit Facility”), which is scheduled to expire on June 22, 2023. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. 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 September 30, 2020, 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 September 30, 2020, we had no borrowings outstanding, $30 million of letters of credit issued, and we had $1.3 billion of available borrowing capacity under the Secured Credit Facility. See Note 10—Contingencies.

Interest rate adjustments—The interest rates for certain of our notes are subject to adjustment from time to time upon a change to the credit rating of our non-credit enhanced senior unsecured long-term debt. As of September 30, 2020, the interest rate in effect for the 6.375% senior notes due December 2021 (the 6.375% Senior Notes”), 3.80% senior notes due October 2022 (the “3.80% Senior Notes”) and the 7.35% senior notes due December 2041 was 8.375 percent, 5.80 percent and 9.35 percent, respectively.

Exchangeable bonds—The 0.50% exchangeable senior bonds due January 30, 2023 (the “0.50% Exchangeable Bonds”) may be converted at any time prior to the close of business on the business day immediately preceding the maturity date at a current exchange rate of 97.29756 Transocean Ltd. shares per $1,000 note, which implies a conversion price of $10.28 per share, subject to adjustment upon the occurrence of certain events.

Debt issuances

Guaranteed senior unsecured notes—On January 17, 2020, we issued $750 million aggregate principal amount of 8.00% senior unsecured notes due February 2027 (the “Existing 2027 Guaranteed Notes”), and we received aggregate cash proceeds of $743 million, net of issue costs. The Existing 2027 Guaranteed Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned subsidiaries of Transocean Inc. Such notes rank equal in right of payment to all of our existing and future unsecured unsubordinated obligations. The Existing 2027 Guaranteed Notes are structurally subordinated to the 2.50% senior guaranteed exchangeable bonds due January 2027 (the “Senior Guaranteed Exchangeable Bonds”) and the 11.50% senior guaranteed notes due January 2027 (the “11.50% Senior Guaranteed Notes”) and are structurally senior to the outstanding legacy unsecured debt securities that were issued prior to 2016 by Transocean Inc. and guaranteed by Transocean Ltd. (collectively, the “Legacy Unsecured Notes”) and the 0.50% Exchangeable Bonds, in each case to the extent of the value of the assets of the subsidiaries guaranteeing the notes. We may redeem all or a portion of the Existing 2027 Guaranteed Notes on or prior to February 1, 2023 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices. The indenture that governs the Existing 2027 Guaranteed Notes contains covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes, engage in certain sale and lease back transactions covering any of our drilling units, allow our subsidiaries to incur certain additional debt, and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation.

Senior guaranteed exchangeable bonds—On August 14, 2020, we issued $238 million aggregate principal amount of Senior Guaranteed Exchangeable Bonds in non-cash private exchanges for $397 million aggregate principal amount of the 0.50% Exchangeable Bonds (collectively, the “August 2020 Private Exchange”). In the three and nine months ended September 30, 2020, as a result of the August 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 and retirement”). The Senior Guaranteed Exchangeable Bonds are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. Such notes rank equal in right of payment to all of our existing and future unsecured unsubordinated obligations and are structurally senior to the Legacy Unsecured Notes, the 0.50% Exchangeable Bonds and the 7.25% senior notes due November 2025 (the “Existing 2025 Guaranteed Notes”), the 7.50% Senior Notes due 2026 (the “Existing 2026 Guaranteed Notes” and, collectively with the Existing 2025 Guaranteed Notes and the Existing 2027 Guaranteed Notes, the “Existing Guaranteed Notes”) to the extent of the value of the assets of the subsidiaries guaranteeing the notes. We may redeem all or a portion of the Senior Guaranteed Exchangeable Bonds (i) on or after August 14, 2022, if certain conditions related to the price of our shares have been satisfied, at a price equal to 100 percent of the aggregate principal amount and (ii) on or after August 14, 2023, at specified redemption prices. The indenture that governs the Senior Guaranteed Exchangeable Bonds contains covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes, engage in certain sale and lease back transactions covering any of our drilling units, allow our subsidiaries to incur certain additional debt, and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. The indenture that governs the Senior Guaranteed Exchangeable Bonds also requires 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.

The Senior Guaranteed Exchangeable Bonds may be converted at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date at an initial exchange rate of 162.1626 Transocean Ltd. shares per

$1,000 note, which implies an initial conversion price of $6.17 per share, subject to adjustment upon the occurrence of certain events. We recorded the conversion feature of the Senior Guaranteed Exchangeable Bonds, measured at its estimated fair value of $46 million, to additional paid-in capital. We estimated the fair value by employing a binomial lattice model and by using significant other observable inputs, representative of a Level 2 fair value measurement, including the expected volatility of the market price for our shares. Perestroika AS, an entity affiliated with one of our directors that beneficially owns approximately 10 percent of our shares, exchanged $356 million aggregate principal amount of the 0.50% Exchangeable Bonds for $213 million aggregate principal amount of Senior Guaranteed Exchangeable Bonds. Perestroika AS has certain registration rights related to its shares and shares that may be issued in connection with any exchange of its Senior Guaranteed Exchangeable Bonds.

Priority guaranteed senior unsecured notes—On September 11, 2020, we issued $687 million aggregate principal amount of 11.50% senior guaranteed notes due January 2027 (the “11.50% Senior Guaranteed Notes”) in non-cash exchange offers, pursuant to an exchange offer memorandum, dated August 10, 2020, as supplemented, for an aggregate principal amount of $1.51 billion of several series of our existing debt securities that were validly tendered and accepted for purchase (the “September 2020 Exchange Offers” and, together with the August 2020 Private Exchange, the “Exchange Transactions”). In the three and nine months ended September 30, 2020, as a result of the September 2020 Exchange Offers, we recognized a gain of $356 million ($0.58 per diluted share), with no tax effect, associated with the restructuring of debt (see “—Debt restructuring and retirement”). The 11.50% Senior Guaranteed Notes are fully and unconditionally guaranteed by Transocean Ltd. and certain wholly owned indirect subsidiaries of Transocean Inc. Such notes rank equal in right of payment to all of our existing and future unsecured unsubordinated obligations and are structurally senior to the Legacy Unsecured Notes, the 0.50% Exchangeable Bonds and the Existing Guaranteed Notes to the extent of the value of the assets of the subsidiaries guaranteeing the notes. We may redeem all or a portion of the 11.50% Senior Guaranteed Notes prior to July 30, 2023 at a price equal to 100 percent of the aggregate principal amount plus a make-whole provision, and subsequently, at specified redemption prices. We may also use the net cash proceeds of certain equity offerings by Transocean Ltd. to redeem, on one or more occasions prior to July 30, 2023, up to a maximum of 40 percent of the original aggregate principal amount of the 11.50% Senior Guaranteed Notes, subject to certain adjustments, at a redemption price equal to 111.50 percent of the aggregate principal amount. The indenture that governs the 11.50% Senior Guaranteed Notes contains covenants that, among other things, limit our ability to incur certain liens on our drilling units without equally and ratably securing the notes, engage in certain sale and lease back transactions covering any of our drilling units, allow our subsidiaries to incur certain additional debt, make certain internal transfers of our drilling units and consolidate, merge or enter into a scheme of arrangement qualifying as an amalgamation. See Note 10—Contingencies and Note 12—Subsequent Events.

Senior secured notes—On February 1, 2019, we issued $550 million aggregate principal amount of 6.875% senior secured notes due February 2027 (the “6.875% Senior Secured Notes”), and we received aggregate cash proceeds of $539 million, net of discount and issue costs. The 6.875% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floater Deepwater Poseidon and the equity of the wholly owned subsidiaries that own or operate the collateral rig. Additionally, we were required to deposit $19 million in restricted cash accounts to satisfy debt service requirements.

On May 24, 2019, we issued $525 million aggregate principal amount of 5.375% senior secured notes due May 2023 (the 5.375% Senior Secured Notes”), and we received aggregate cash proceeds of $517 million, net of discount and issue costs. The 5.375% Senior Secured Notes are secured by the assets and earnings associated with the ultra-deepwater floaters Transocean Endurance and Transocean Equinox and the equity of the wholly owned subsidiaries that own or operate the collateral rigs. Additionally, we were required to deposit $14 million in restricted cash accounts to satisfy debt service.

Debt restructuring and retirement

During the nine months ended September 30, 2020 and 2019, we restructured or retired certain notes as a result of redemptions, exchange offers, private exchanges, tender offers and open market repurchases. We recorded the 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):


	Nine months ended September 30,
	2020								2019
	Exchanged		Redeemed		Repurchased		Total		Tendered		Repurchased		Total
6.50% Senior Notes due November 2020	$	—	$	—	$	15	$	15	$	57	$	21	$	78
6.375% Senior Notes due December 2021		37		—		68		105		63		41		104
3.80% Senior Notes due October 2022		136		—		16		152		190		22		212
0.50% Exchangeable Senior Bonds due January 2023		397		—		4		401		—		—		—
5.375% Senior Secured Notes due May 2023		—		—		21		21		—		—		—
9.00% Senior Notes due July 2023		—		714		—		714		200		297		497
7.25% Senior Notes due November 2025		207		—		—		207		—		—		—
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	$	1,910	$	714	$	124	$	2,748	$	510	$	381	$	891

Aggregate cash payment	$	9	$	767	$	91	$	867	$	522	$	395	$	917
Aggregate principal amount of debt issued in exchanges	$	925	$	—	$	—	$	925	$	—	$	—	$	—
Aggregate net gain (loss), three months ended September 30,	$	428	$	—	$	21	$	449	$	—	$	(12)	$	(12)
Aggregate net gain (loss), nine months ended September 30,	$	428	$	(65)	$	33	$	396	$	(18)	$	(21)	$	(39)

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Taxes

Income Taxes

Note 8—Income Taxes

Tax provision and rate—In the nine months ended September 30, 2020 and 2019, our effective tax rate was (0.8) percent and (7.4) percent, respectively, based on loss before income tax expense. In the nine months ended September 30, 2020, we identified certain discrete items, such as losses on impairment and disposal of assets, gain on restructuring and retirement of debt, revenues recognized for the settlement of disputes, the loss on impairment of an investment in an unconsolidated affiliate, the carryback of net operating losses in the U.S. as a result of the Coronavirus Aid, Relief, and Economic Security Act, which included the release of valuation allowances previously recorded, settlements and expirations of various uncertain tax positions and accruals for withholding taxes. In the nine months ended September 30, 2019, we identified certain discrete items, such as losses on impairment and disposal of assets, settlements and expirations of various uncertain tax positions and adjustments to our deferred taxes for operating structural changes made in the U.S. In the nine months ended September 30, 2020 and 2019, our effective tax rate, excluding discrete items, was (16.4) percent and (24.7) percent, respectively, based on loss before income tax expense.

Tax returns—Tax authorities in certain jurisdictions are examining our tax returns and, in some cases, have issued assessments. We are defending our tax positions in those jurisdictions. While we cannot predict or provide assurance as to the timing or the outcome of these proceedings, we do not expect the ultimate liability to have a material adverse effect on our condensed consolidated statement of financial position or results of operations, although it may have a material adverse effect on our condensed consolidated statement of cash flows.

Brazil tax investigations—In December 2005, the Brazilian tax authorities began issuing tax assessments with respect to our tax returns for the years 2000 through 2004. In January 2008, we filed a protest letter with the Brazilian tax authorities for these tax assessments, and we are currently engaged in the appeals process. In May 2014, the Brazilian tax authorities issued an additional tax assessment for the years 2009 and 2010, and in June 2014, we filed protests with the Brazilian tax authorities for these tax assessments. In the years ended December 31, 2018 and 2019, a portion of each of the two cases was favorably closed. As of September 30, 2020, the remaining aggregate tax assessment was for BRL 734 million, equivalent to approximately $131 million, including penalties and interest. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these proposed assessments could result in a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Other tax matters—We conduct operations through our various subsidiaries in countries throughout the world. Each country has its own tax regimes with varying nominal rates, deductions and tax attributes. From time to time, we may identify changes to previously evaluated tax positions that could result in adjustments to our recorded assets and liabilities. Although we are unable to predict the outcome of these changes, we do not expect the effect, if any, resulting from these adjustments to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2020

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Note 9—Earnings (Loss) Per Share

The numerator and denominator used to compute earnings (loss) per share were as follows (in millions, except per share data):


	Three months ended September 30,								Nine months ended September 30,
	2020				2019				2020				2019
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator for earnings (loss) per share
Net income (loss) attributable to controlling interest	$	359	$	359	$	(825)	$	(825)	$	(530)	$	(530)	$	(1,204)	$	(1,204)
Effect of interest expense on convertible debt instruments		—		1		—		—		—		—		—		—
Earnings (loss) for per share calculation	$	359	$	360	$	(825)	$	(825)	$	(530)	$	(530)	$	(1,204)	$	(1,204)

Denominator for earnings (loss) per share
Weighted-average shares outstanding		615		615		612		612		614		614		611		611
Effect of share-based awards		1		3		1		1		1		1		1		1
Effect of convertible debt instruments		—		84		—		—		—		—		—		—
Weighted-average shares for per share calculation		616		702		613		613		615		615		612		612

Earnings (loss) per share	$	0.58	$	0.51	$	(1.35)	$	(1.35)	$	(0.86)	$	(0.86)	$	(1.97)	$	(1.97)

In the three and nine months ended September 30, 2020, we excluded from the calculation 7.9 million and 10.8 million share-based awards, respectively, since the effect would have been antidilutive. In the three and nine months ended September 30, 2019, we excluded from the calculation 12.2 million share-based awards since the effect would have been antidilutive. In the nine months ended September 30, 2020, we excluded from the calculation 84.0 million shares issuable upon conversion of the 0.50% Exchangeable Bonds and the Senior Guaranteed Exchangeable Bonds since the effect would have been antidilutive. In the three and nine months ended September 30, 2019, we excluded from the calculation 84.0 million shares issuable upon conversion of the 0.50% Exchangeable Bonds since the effect would have been antidilutive.

Contingencies

9 Months Ended

Sep. 30, 2020

Contingencies

Commitments

Note 10—Contingencies

Legal proceedings

Litigation and purported notice of default—Prior to the consummation of the Exchange Transactions (see Note 7—Debt), we completed certain internal reorganization transactions (the “Internal Reorganization”) pursuant to which each of the existing subsidiary holding company guarantors (the “Upper Tier Notes Guarantors”) of the Existing Guaranteed Notes have respectively invested by way of a capital contribution a portion of the equity ownership of the holding company subsidiaries below them in exchange for equivalent equity of the holding company subsidiaries that guarantee the Senior Guaranteed Exchangeable Bonds and the 11.50% Senior Guaranteed Notes.

On September 2, 2020, funds managed by, or affiliated with, Whitebox Advisors LLC (“Whitebox”), as a holder of the Existing Guaranteed Notes, filed a complaint (the “Complaint”) in the U.S. District Court for the Southern District of New York (the “Court”) related to the Internal Reorganization and the September 2020 Exchange Offers. The Complaint is based on allegations that (i) the subsidiary guarantors of the Senior Guaranteed Exchangeable Bonds and the 11.50% Senior Guaranteed Notes should have, but did not, guarantee the Existing 2025 Guaranteed Notes and the Existing 2027 Guaranteed Notes, thus violating the terms of the indentures governing such notes, and (ii) that the purported obligation to provide such guarantees should have been disclosed in the associated exchange offer memorandum. The Complaint requested a temporary restraining order and preliminary injunction (the “TRO and Injunction”) with respect to the September 2020 Exchange Offers. The lawsuit also requested that either (i) certain changes be made to the terms of the September 2020 Exchange Offers, including, among others, that corrective disclosure be made with respect to the alleged misstatements and omissions in the exchange offer memorandum, that participants be allowed to withdraw any previous tenders and that the expiration date of the September 2020 Exchange Offers be extended or (ii) in the alternative, that Whitebox be awarded its actual damages suffered as a result of such alleged improper conduct. At a hearing on September 3, 2020, the Court promptly denied the plaintiff’s TRO and Injunction request.

Also on September 2, 2020, Whitebox and funds managed by, or affiliated with, Pacific Investment Management Company LLC (“PIMCO”), as holders, together, of 25.1 percent in aggregate principal amount of the Existing 2027 Guaranteed Notes, provided a purported notice of default (the “2027 Notes Notice”) to Transocean Inc. under the indenture governing the Existing 2027 Guaranteed Notes based on an allegation similar to the one underlying the claim and request for the TRO and Injunction.

On September 23, 2020, we filed an answer to the Complaint with the Court and asserted counterclaims seeking a declaratory judgment that among other matters, the Internal Reorganization did not cause a default under the indenture governing the Existing 2027 Guaranteed Notes. Concurrently with our answer and counterclaims, we also submitted a motion for summary judgment seeking an expedited judgment on our request for a declaratory judgment.

As of September 30, 2020, $612 million aggregate principal amount of Existing 2027 Guaranteed Notes were outstanding. If a court of competent jurisdiction were to ultimately determine that a default or event of default exists under either the indenture governing the

Existing 2027 Guaranteed Notes, and that the 2027 Notes Notice was properly provided by such holders, following a 90-day grace period, upon a valid declaration of acceleration by at least 25 percent of the then outstanding aggregate principal amount of the Existing 2027 Guaranteed Notes, all unpaid principal, interest and other obligations under the indenture governing such series of notes would be due and payable, unless holders waived such acceleration or the underlying default had been cured. The resulting need to satisfy such obligation would likely place a significant adverse strain on our liquidity and our ability to obtain financing therefor. An acceleration of our obligations under the indenture governing the Existing 2027 Guaranteed Notes would result in an event of default under the Secured Credit Facility, which, upon the direction of, and if not waived by, the lenders holding at least 50 percent of the total commitments under the Secured Credit Facility could result in a termination of the commitments and acceleration of all outstanding borrowings thereunder. To the extent (i) we are required to pay Whitebox any damages, or (ii) any of our indebtedness is accelerated or is otherwise required to repaid prior to its maturity, our existing liquidity and access to future sources of liquidity may be strained, and we may not have the financial resources or access to capital to pay such award, or to repurchase or repay such indebtedness.

We believe the allegations in both the Complaint and the 2027 Notes Notice are meritless, and we will continue to defend ourselves vigorously against such allegations, including any related future claims or allegations, to ensure that any such wrongful allegations, claims and notices do not result in an improper judgment, event of default or acceleration, including but not limited to, under our Secured Credit Facility. While we cannot predict or provide assurance as to the outcome of these allegations, we do not expect them to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

See Note 12—Subsequent Events.

Macondo well incident—On April 22, 2010, the ultra-deepwater floater Deepwater Horizon sank after a blowout of the Macondo well caused a fire and explosion on the rig off the coast of Louisiana. Most claims, both civil and criminal, brought against us were consolidated by the U.S. Judicial Panel on Multidistrict Litigation and transferred to the U.S. District Court for the Eastern District of Louisiana (the “MDL Court”), all of which have now been resolved. We will vigorously defend against any future actions not resolved by our previous settlements and pursue all defenses available. At December 31, 2019, the remaining liability for estimated loss contingencies associated with the Macondo well incident that we believed were probable and for which a reasonable estimate could be made was $124 million, recorded in other current liabilities, the majority of which was related to the settlement agreement that we and the Plaintiff Steering Committee filed with the MDL Court in May 2015 (the “PSC Settlement Agreement”). At December 31, 2019, we had $125 million, recorded in restricted cash accounts and investments, deposited in an escrow account established by the MDL Court to satisfy our obligations under the PSC Settlement Agreement. In June 2020, the MDL Court released the assets held in the escrow account to satisfy our remaining obligations under the PSC Settlement Agreement.

Asbestos litigation—In 2004, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in complaints filed in the Circuit Courts of the State of Mississippi, and in 2014, a group of similar complaints were filed in Louisiana. The plaintiffs, former employees of some of the defendants, generally allege that the defendants used or manufactured asbestos containing drilling mud additives for use in connection with drilling operations, claiming negligence, products liability, strict liability and claims allowed under the Jones Act and general maritime law. The plaintiffs generally seek awards of unspecified compensatory and punitive damages, but the court-appointed special master has ruled that a Jones Act employer defendant, such as us, cannot be sued for punitive damages. At September 30, 2020, eight plaintiffs have claims pending in Louisiana, in which we have or may have an interest. We intend to defend these lawsuits vigorously, although we can provide no assurance as to the outcome. We historically have maintained broad liability insurance, although we are not certain whether insurance will cover the liabilities, if any, arising out of these claims. Based on our evaluation of the exposure to date, we do not expect the 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.

One of our subsidiaries has been named as a defendant, along with numerous other companies, in lawsuits arising out of the subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes alleging bodily injury or personal injury as a result of exposure to asbestos. As of September 30, 2020, the subsidiary was a defendant in approximately 211 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. In September 2018, the subsidiary and certain insurers agreed to a settlement of outstanding disputes that leaves the subsidiary with funding, including cash, annuities and coverage in place settlement, that we believe will be sufficient 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—We are involved in a number of other lawsuits, regulatory matters, disputes and claims, asserted and unasserted, all of which have arisen in the ordinary course of business and for which we do not expect the liability, if any, to have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the matters specifically described above or of any such other pending, threatened, or possible litigation or legal proceedings.

We can provide no assurance that our beliefs or expectations as to the outcome or effect of any tax, regulatory, lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from management’s current estimates.

Environmental matters

We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several.

One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information, we do not expect the ultimate liability, if any, resulting from all environmental matters, and known potential legal claims associated therewith that are likely to be asserted, to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Financial Instruments

9 Months Ended

Sep. 30, 2020

Financial Instruments

Financial Instruments

Note 11—Financial Instruments

Overview—The carrying amounts and fair values of our financial instruments were as follows (in millions):


	September 30, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	1,382	$	1,382	$	1,790	$	1,790
Restricted cash and cash equivalents		448		448		558		558
Long-term debt, including current maturities		8,434		3,814		9,261		8,976

We estimated the fair value of each class of financial instruments by applying the following methods and assumptions:

Cash and cash equivalents—Our cash and cash equivalents are primarily invested in demand deposits, short-term time deposits and money market funds. The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Restricted cash and cash equivalents—Our restricted cash and cash equivalents, which are subject to restrictions due to collateral requirements, legislation, regulation or court order, are primarily invested in demand deposits, short-term time deposits and money market funds. The carrying amount of our restricted cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Debt—The carrying amount of our debt represents the principal amount, net of unamortized discounts, premiums, debt issue costs and fair value adjustments. We measured the estimated fair value of our debt using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events

Subsequent Events

Note 12—Subsequent Events

Litigation and purported notice of default—On October 2, 2020, PIMCO, Whitebox and certain other advisors and debtholders delivered a purported notice of default with respect to the Existing 2025 Guaranteed Notes (the “2025 Notes Notice”) to Transocean Inc., which is based on the same alleged default as the 2027 Notes Notice, but with respect to the Existing 2025 Guaranteed Notes. We believe the allegations in the 2025 Notes Notice are meritless, and we will continue to defend ourselves vigorously against such allegations, including any related future claims or allegations, to ensure that any such wrongful allegations, claims and notices do not result in an improper judgment, event of default or acceleration, including but not limited to, under our Secured Credit Facility.

On October 8, 2020, the Court issued an order scheduling oral argument on our motion for summary judgment on October 28, 2020. Subsequently, on October 8, 2020, Whitebox filed a cross-motion for summary judgment asking the Court to deny our motion for summary judgment and dismiss our counterclaims. As of September 30, 2020, $543 million aggregate principal amount of Existing 2025 Guaranteed Notes were outstanding. If a court of competent jurisdiction were to ultimately determine that a default or event of default exists under either the indenture governing the Existing 2025 Guaranteed Notes, and that the 2025 Notes Notice was properly provided by such holders, following a 90-day grace period, upon a valid declaration of acceleration by at least 25 percent of the then outstanding aggregate principal amount of the Existing 2025 Guaranteed Notes, all unpaid principal, interest and other obligations under the indenture governing such series of notes would be due and payable, unless holders waived such acceleration or the underlying default had been cured.

While we cannot predict or provide assurance as to the outcome of these allegations, we do not expect them to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.

Tender offers—On October 13, 2020, we announced tender offers to purchase for cash (i) any and all of the outstanding 6.50% senior notes due November 2020 (the “6.50% Senior Notes”) and (ii) up to $200 million in aggregate purchase price of the 6.375% Senior Notes, 3.80% Senior Notes, the 5.375% Senior Secured Notes and the Existing 2025 Guaranteed Notes, subject to certain conditions (the “October 2020 Tender Offers”). In connection with the October 2020 Tender Offers, as of the early tender expiration date on October 26, 2020, we received valid tenders from holders of the respective notes as follows: $36 million of 6.50% Senior Notes, $76 million of 6.375% Senior Notes, $9 million of 3.80% Senior Notes, $103 million of 5.375% Senior Secured Notes and $124 million of Existing 2025 Guaranteed Notes (collectively, the “Early Tendered Notes”). On October 27, 2020, as a result of the October 2020 Tender Offers, we made an aggregate cash payment of $213 million to settle the Early Tendered Notes. In the three months ending December 31, 2020, as a result of the transactions, we expect to recognize an aggregate net gain of approximately $130 million associated with the retirement of the Early Tendered Notes. Subject to the terms and conditions of the October 2020 Tender Offers, each offer will expire on November 9, 2020.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2020
Significant Accounting Policies
Presentation	Presentation—We prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise noted. Operating results for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020, or for any future period. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, included in our annual report on Form 10-K filed on February 18, 2020.
Accounting estimates	Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we must make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to our allowance for credit losses, allowance for excess and obsolete materials and supplies, assets held for sale, property and equipment, intangibles, leases, income taxes, contingencies, share-based compensation and postemployment benefit plans. We base our estimates and assumptions on historical experience and other factors that we believe are reasonable. Actual results could differ from such estimates.
Fair value measurements	Fair value measurements—We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability. Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable

Revenues (Tables)

9 Months Ended

Sep. 30, 2020

Revenues

Schedule of revenue disaggregation


	Three months ended September 30, 2020										Three months ended September 30, 2019
	U.S.		Norway		Brazil		Other		Total		U.S.		Norway		Brazil		Other		Total

Ultra-deepwater floaters	$	295	$	—	$	60	$	135	$	490	$	317	$	—	$	27	$	149	$	493
Harsh environment floaters		—		233		—		50		283		4		200		—		77		281
Deepwater floaters		—		—		—		—		—		—		—		—		—		—
Midwater floaters		—		—		—		—		—		—		—		—		10		10
Total revenues	$	295	$	233	$	60	$	185	$	773	$	321	$	200	$	27	$	236	$	784


	Nine months ended September 30, 2020										Nine months ended September 30, 2019
	U.S.		Norway		Brazil		Other		Total		U.S.		Norway		Brazil		Other		Total

Ultra-deepwater floaters	$	1,022	$	—	$	176	$	456	$	1,654	$	940	$	—	$	81	$	434	$	1,455
Harsh environment floaters		—		647		—		149		796		4		554		—		232		790
Deepwater floaters		—		—		—		—		—		—		—		6		1		7
Midwater floaters		—		—		—		12		12		—		—		—		44		44
Total revenues	$	1,022	$	647	$	176	$	617	$	2,462	$	944	$	554	$	87	$	711	$	2,296

Schedule of contract balances and changes


	September 30,		December 31,
	2020		2019
Deferred contract revenues, recorded in other current liabilities	$	138	$	100
Deferred contract revenues, recorded in other long-term liabilities		346		429
Total contract liabilities	$	484	$	529

Significant changes in contract liabilities were as follows (in millions):


	Nine months ended
	September 30,
	2020		2019
Total contract liabilities, beginning of period	$	529	$	486
Decrease due to recognition of revenues for goods and services		(153)		(83)
Increase due to goods and services transferred over time		108		102
Total contract liabilities, end of period	$	484	$	505

Drilling Fleet (Tables)

9 Months Ended

Sep. 30, 2020

Drilling Fleet

Changes in our construction work in progress, including capital expenditures and capitalized interest


	Nine months ended
	September 30,
	2020		2019
Construction work in progress, beginning of period	$	753	$	632

Capital expenditures
Newbuild construction program		114		90
Other equipment and construction projects		104		169
Total capital expenditures		218		259
Changes in accrued capital additions		(27)		32
Construction work in progress impaired		—		(5)
Property and equipment placed into service		(130)		(151)
Construction work in progress, end of period	$	814	$	767

Debt (Tables)

9 Months Ended

Sep. 30, 2020

Debt

Debt, net of unamortized discounts, premiums and fair value adjustments


	Principal amount				Carrying amount
	September 30,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
6.50% Senior Notes due November 2020	$	191	$	206	$	191	$	206
6.375% Senior Notes due December 2021		116		222		116		221
5.52% Senior Secured Notes due May 2022		134		200		133		198
3.80% Senior Notes due October 2022		37		190		37		189
0.50% Exchangeable Senior Bonds due January 2023		463		863		462		862
5.375% Senior Secured Notes due May 2023		504		525		498		518
9.00% Senior Notes due July 2023		—		714		—		701
5.875% Senior Secured Notes due January 2024		585		667		576		656
7.75% Senior Secured Notes due October 2024		390		420		383		412
6.25% Senior Secured Notes due December 2024		406		437		400		430
6.125% Senior Secured Notes due August 2025		468		534		460		525
7.25% Senior Notes due November 2025		543		750		535		737
7.50% Senior Notes due January 2026		569		750		565		743
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		238		—		277		—
11.50% Senior Guaranteed Notes due January 2027		687		—		1,139		—
6.875% Senior Secured Notes due February 2027		550		550		542		541
8.00% Senior Notes due February 2027		612		—		606		—
7.45% Notes due April 2027		52		88		51		86
8.00% Debentures due April 2027		22		57		22		57
7.00% Notes due June 2028		261		300		266		306
7.50% Notes due April 2031		396		588		394		585
6.80% Senior Notes due March 2038		610		1,000		605		991
7.35% Senior Notes due December 2041		177		300		176		297
Total debt		8,011		9,361		8,434		9,261

Less debt due within one year
6.50% Senior Notes due November 2020		191		206		191		206
5.52% Senior Secured Notes due May 2022		92		88		91		87
5.375% Senior Secured Notes due May 2023		31		16		29		14
5.875% Senior Secured Notes due January 2024		83		83		80		79
7.75% Senior Secured Notes due October 2024		60		60		58		58
6.25% Senior Secured Notes due December 2024		62		62		60		60
6.125% Senior Secured Notes due August 2025		66		66		64		64
2.50% Senior Guaranteed Exchangeable Bonds due January 2027		—		—		6		—
11.50% Senior Guaranteed Notes due January 2027		—		—		61		—
Total debt due within one year		585		581		640		568
Total long-term debt	$	7,426	$	8,780	$	7,794	$	8,693

Scheduled maturities of debt


	Principal		Other
	installments		installments		Total
Twelve months ending September 30,
2021	$	585	$	67	$	652
2022		561		76		637
2023		1,249		76		1,325
2024		608		77		685
2025		593		77		670
Thereafter		4,415		117		4,532
Total installments of debt	$	8,011	$	490		8,501
Total debt-related balances, net						(67)
Total carrying amount of debt					$	8,434

Schedule of debt retirements


	Nine months ended September 30,
	2020								2019
	Exchanged		Redeemed		Repurchased		Total		Tendered		Repurchased		Total
6.50% Senior Notes due November 2020	$	—	$	—	$	15	$	15	$	57	$	21	$	78
6.375% Senior Notes due December 2021		37		—		68		105		63		41		104
3.80% Senior Notes due October 2022		136		—		16		152		190		22		212
0.50% Exchangeable Senior Bonds due January 2023		397		—		4		401		—		—		—
5.375% Senior Secured Notes due May 2023		—		—		21		21		—		—		—
9.00% Senior Notes due July 2023		—		714		—		714		200		297		497
7.25% Senior Notes due November 2025		207		—		—		207		—		—		—
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	$	1,910	$	714	$	124	$	2,748	$	510	$	381	$	891

Aggregate cash payment	$	9	$	767	$	91	$	867	$	522	$	395	$	917
Aggregate principal amount of debt issued in exchanges	$	925	$	—	$	—	$	925	$	—	$	—	$	—
Aggregate net gain (loss), three months ended September 30,	$	428	$	—	$	21	$	449	$	—	$	(12)	$	(12)
Aggregate net gain (loss), nine months ended September 30,	$	428	$	(65)	$	33	$	396	$	(18)	$	(21)	$	(39)

Earnings (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2020

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The numerator and denominator used to compute earnings (loss) per share were as follows (in millions, except per share data):


	Three months ended September 30,								Nine months ended September 30,
	2020				2019				2020				2019
	Basic		Diluted		Basic		Diluted		Basic		Diluted		Basic		Diluted
Numerator for earnings (loss) per share
Net income (loss) attributable to controlling interest	$	359	$	359	$	(825)	$	(825)	$	(530)	$	(530)	$	(1,204)	$	(1,204)
Effect of interest expense on convertible debt instruments		—		1		—		—		—		—		—		—
Earnings (loss) for per share calculation	$	359	$	360	$	(825)	$	(825)	$	(530)	$	(530)	$	(1,204)	$	(1,204)

Denominator for earnings (loss) per share
Weighted-average shares outstanding		615		615		612		612		614		614		611		611
Effect of share-based awards		1		3		1		1		1		1		1		1
Effect of convertible debt instruments		—		84		—		—		—		—		—		—
Weighted-average shares for per share calculation		616		702		613		613		615		615		612		612

Earnings (loss) per share	$	0.58	$	0.51	$	(1.35)	$	(1.35)	$	(0.86)	$	(0.86)	$	(1.97)	$	(1.97)

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2020

Financial Instruments

Carrying amounts and fair values of the financial instruments


	September 30, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair
	amount		value		amount		value
Cash and cash equivalents	$	1,382	$	1,382	$	1,790	$	1,790
Restricted cash and cash equivalents		448		448		558		558
Long-term debt, including current maturities		8,434		3,814		9,261		8,976

Business (Details)	Sep. 30, 2020 item
Number of mobile offshore drilling units	38
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	11

Unconsolidated Affiliates (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Unconsolidated Affiliates (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Investments
Loss on impairment of investment in unconsolidated affiliate			$ 59
Investment in unconsolidated affiliate			$ 17	$ 77
Discount rate
Investments
Investment fair value measurement	12		12
Transocean Norge
Investments
Ownership percentage	33.00%		33.00%		33.00%
Equity method investment payment			$ 6	74
Loss on impairment of investment in unconsolidated affiliate			59
Aggregate carrying amount of equity investment	$ 103		103		$ 164
Related party transaction	$ 3	$ 41	35	$ 74
Payment Three \| Transocean Norge
Investments
Investment in unconsolidated affiliate			$ 33

Revenues (Disaggregation) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Revenues (Disaggregation) (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2020	Dec. 31, 2019
Revenue
Recognized pre-operating costs	$ 16	$ 4	$ 48	$ 10
Unrecognized pre-operating costs	23		23			$ 34
Face amount of receivable					$ 185
Performance obligations satisfied in previous periods			177	10
Contract drilling revenues	773	784	2,462	2,296
Ultra-deepwater floaters
Revenue
Contract drilling revenues	490	493	1,654	1,455
Harsh environment floaters
Revenue
Contract drilling revenues	283	281	796	790
Deepwater floaters
Revenue
Contract drilling revenues				7
Midwater floaters
Revenue
Contract drilling revenues		10	12	44
U.S.
Revenue
Contract drilling revenues	295	321	1,022	944
U.S. \| Ultra-deepwater floaters
Revenue
Contract drilling revenues	295	317	1,022	940
U.S. \| Harsh environment floaters
Revenue
Contract drilling revenues		4		4
Norway
Revenue
Contract drilling revenues	233	200	647	554
Norway \| Harsh environment floaters
Revenue
Contract drilling revenues	233	200	647	554
Brazil
Revenue
Contract drilling revenues	60	27	176	87
Brazil \| Ultra-deepwater floaters
Revenue
Contract drilling revenues	60	27	176	81
Brazil \| Deepwater floaters
Revenue
Contract drilling revenues				6
Other
Revenue
Contract drilling revenues	185	236	617	711
Other \| Ultra-deepwater floaters
Revenue
Contract drilling revenues	135	149	456	434
Other \| Harsh environment floaters
Revenue
Contract drilling revenues	50	77	149	232
Other \| Deepwater floaters
Revenue
Contract drilling revenues				1
Other \| Midwater floaters
Revenue
Contract drilling revenues		$ 10	12	$ 44
Accounts receivable
Revenue
Receivable net of discount	89		89
Other assets
Revenue
Receivable net of discount	$ 88		$ 88

Revenues (Contract liabilities) (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
Contract balances
Deferred contract revenues, recorded in other current liabilities	$ 138	$ 100
Deferred contract revenues, recorded in other long-term liabilities	346	429
Total contract liabilities	$ 484	$ 529	$ 505	$ 486

Revenues (Changes) (Details) - USD ($) $ in Millions	9 Months Ended
Revenues (Changes) (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019
Significant changes to contract liabilities
Total contract liabilities, at beginning of period	$ 529	$ 486
Decrease due to recognition of revenues for goods and services	(153)	(83)
Increase due to goods and services transferred over time	108	102
Total contract liabilities, at end of period	$ 484	$ 505

Drilling Fleet (Details) - USD ($) $ in Millions	9 Months Ended
Drilling Fleet (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	$ 218	$ 259
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	753	632
Total capital expenditures	218	259
Changes in accrued capital additions	(27)	32
Construction work in progress impaired		(5)
Property and equipment placed into service	(130)	(151)
Construction work in progress, at end of period	814	767
New builds
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	114	90
Other property and equipment
Changes in construction work in progress, including capital expenditures and other capital additions, such as capitalized interest
Total capital expenditures	$ 104	$ 169

Drilling Fleet (Impairment held and used) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Impairment of assets held and used
Loss associated with impairment, net of tax (per share)	$ 0.90		$ 0.96
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

Drilling Fleet (Impairment held for sale) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2020
Drilling Fleet
Aggregate loss on impairment of assets held for sale	$ 556	$ 578
Loss associated with impairment, net of tax (per share)	$ 0.90	$ 0.96
Aggregate loss on impairment of assets held for sale, tax effect		$ 0	$ 0

Drilling Fleet (Disposal) (Details) $ in Millions	3 Months Ended		9 Months Ended
Drilling Fleet (Disposal) (Details) $ in Millions	Sep. 30, 2020 USD ($) item	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) item	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Dispositions
Number of mobile offshore drilling units \| item	38		38
Net cash proceeds from sale of assets			$ 15	$ 52
Gain (loss) on the sale of assets	$ (64)	$ (4)	(64)	(7)
Assets held for sale, included in other current assets	$ 9		9		$ 0
Assets sold, not discontinued operations \| Rig sales
Dispositions
Net cash proceeds from sale of assets			11	47
Gain (loss) on the sale of assets			(61)	2
Gain (loss) on disposal of assets, tax effect			$ 0	0
Assets sold, not discontinued operations \| Other property and equipment
Dispositions
Net cash proceeds from sale of assets				5
Gain (loss) on the sale of assets				$ (9)

- Definition

Amount classified as assets attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Debt (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 11, 2020	Jan. 17, 2020	Dec. 31, 2019	May 24, 2019	Feb. 01, 2019
Principal amount
Total installments of debt	$ 8,011			$ 9,361
Debt due within one year	585			581
Long-term debt	7,426			8,780
Carrying amount
Total debt	8,434			9,261
Debt due within one year	640			568
Long-term debt	7,794			8,693
6.50% Senior Notes due November 2020
Principal amount
Total installments of debt	191			206
Debt due within one year	191			206
Carrying amount
Total debt	191			206
Debt due within one year	$ 191			206
Debt instrument interest rate stated percentage	6.50%
6.375% Senior Notes due December 2021
Principal amount
Total installments of debt	$ 116			222
Carrying amount
Total debt	$ 116			221
Debt instrument interest rate stated percentage	6.375%
5.52% Senior Notes due May 2022
Principal amount
Total installments of debt	$ 134			200
Debt due within one year	92			88
Carrying amount
Total debt	133			198
Debt due within one year	$ 91			87
Debt instrument interest rate stated percentage	5.52%
3.80% Senior Notes due October 2022
Principal amount
Total installments of debt	$ 37			190
Carrying amount
Total debt	$ 37			189
Debt instrument interest rate stated percentage	3.80%
0.50% Exchangeable Senior Bonds due January 2023
Principal amount
Total installments of debt	$ 463			863
Carrying amount
Total debt	$ 462			862
Debt instrument interest rate stated percentage	0.50%
5.375% Senior Secured Notes due May 2023
Principal amount
Total installments of debt	$ 504			525
Debt due within one year	31			16
Carrying amount
Total debt	498			518
Debt due within one year	$ 29			14
Debt instrument interest rate stated percentage	5.375%				5.375%
9.00% Senior Notes due July 2023
Principal amount
Total installments of debt				714
Carrying amount
Total debt				701
Debt instrument interest rate stated percentage	9.00%
5.875% Senior Secured Notes due January 2024
Principal amount
Total installments of debt	$ 585			667
Debt due within one year	83			83
Carrying amount
Total debt	576			656
Debt due within one year	$ 80			79
Debt instrument interest rate stated percentage	5.875%
7.75% Senior Secured Notes due October 2024
Principal amount
Total installments of debt	$ 390			420
Debt due within one year	60			60
Carrying amount
Total debt	383			412
Debt due within one year	$ 58			58
Debt instrument interest rate stated percentage	7.75%
6.25% Senior Notes due December 2024
Principal amount
Total installments of debt	$ 406			437
Debt due within one year	62			62
Carrying amount
Total debt	400			430
Debt due within one year	$ 60			60
Debt instrument interest rate stated percentage	6.25%
6.125% Senior Secured Notes due August 2025
Principal amount
Total installments of debt	$ 468			534
Debt due within one year	66			66
Carrying amount
Total debt	460			525
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	$ 543			750
Carrying amount
Total debt	$ 535			737
Debt instrument interest rate stated percentage	7.25%
7.50% Senior Notes due January 2026
Principal amount
Total installments of debt	$ 569			750
Carrying amount
Total debt	$ 565			743
Debt instrument interest rate stated percentage	7.50%
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Principal amount
Total installments of debt	$ 238
Carrying amount
Total debt	277
Debt due within one year	$ 6
Debt instrument interest rate stated percentage	2.50%
11.50% Senior Guaranteed Notes due January 2027
Principal amount
Total installments of debt	$ 687
Carrying amount
Total debt	1,139
Debt due within one year	$ 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
Carrying amount
Total debt	$ 542			541
Debt instrument interest rate stated percentage	6.875%					6.875%
8.00% Senior Notes due February 2027
Principal amount
Total installments of debt	$ 612
Carrying amount
Total debt	$ 606
Debt instrument interest rate stated percentage	8.00%		8.00%
7.45% Notes due April 2027
Principal amount
Total installments of debt	$ 52			88
Carrying amount
Total debt	$ 51			86
Debt instrument interest rate stated percentage	7.45%
8.00% Debentures due April 2027
Principal amount
Total installments of debt	$ 22			57
Carrying amount
Total debt	$ 22			57
Debt instrument interest rate stated percentage	8.00%
7.00% Notes due June 2028
Principal amount
Total installments of debt	$ 261			300
Carrying amount
Total debt	$ 266			306
Debt instrument interest rate stated percentage	7.00%
7.50% Notes due April 2031
Principal amount
Total installments of debt	$ 396			588
Carrying amount
Total debt	$ 394			585
Debt instrument interest rate stated percentage	7.50%
6.80% Senior Notes due March 2038
Principal amount
Total installments of debt	$ 610			1,000
Carrying amount
Total debt	$ 605			991
Debt instrument interest rate stated percentage	6.80%
7.35% Senior Notes due December 2041
Principal amount
Total installments of debt	$ 177			300
Carrying amount
Total debt	$ 176			$ 297
Debt instrument interest rate stated percentage	7.35%

Debt (Maturities) (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Scheduled maturities of debt
Total installments of debt	$ 8,011	$ 9,361
Total Installments
Scheduled maturities of debt
2021	652
2022	637
2023	1,325
2024	685
2025	670
Thereafter	4,532
Total installments of debt	8,501
Total debt-related balances, net	(67)
Total carrying amount of debt	8,434
Principal installments
Scheduled maturities of debt
2021	585
2022	561
2023	1,249
2024	608
2025	593
Thereafter	4,415
Total installments of debt	8,011
Other installments
Scheduled maturities of debt
2021	67
2022	76
2023	76
2024	77
2025	77
Thereafter	117
Total installments of debt	$ 490

Debt (Issued) (Details) $ / shares in Units, $ in Millions						1 Months Ended	3 Months Ended		9 Months Ended
Debt (Issued) (Details) $ / shares in Units, $ in Millions	Sep. 11, 2020 USD ($)	Aug. 14, 2020 USD ($) $ / shares	Jan. 17, 2020 USD ($)	May 24, 2019 USD ($)	Feb. 01, 2019 USD ($)	Jun. 30, 2018	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($) $ / shares	Sep. 30, 2019 USD ($)	Dec. 31, 2019 USD ($)
Debt
Proceeds from issuance of debt									$ 743	$ 1,056
New debt issued in exchange									925
Aggregate net gain (loss)							$ 449	$ (12)	396	$ (39)
Equity component of convertible debt instruments							46		46
Aggregate principal amount outstanding							8,011		8,011		$ 9,361
Exchanged
Debt
New debt issued in exchange									925
Original debt in exchange	$ 1,510
Gains (losses) on restructuring							428		$ 428
Five-Year Revolving Credit Facility
Debt
Borrowing capacity, maximum											1,300
Commitment fee percentage at period end									0.875%
Credit facility amount outstanding							0		$ 0
Letters of credit issued and outstanding							30		30
Credit facility available borrowing capacity							$ 1,300		$ 1,300
Five-Year Revolving Credit Facility \| Minimum
Debt
Commitment fee percentage at period end						0.375%
Five-Year Revolving Credit Facility \| Maximum
Debt
Commitment fee percentage at period end						1.00%
Five-Year Revolving Credit Facility \| Adjusted LIBOR
Debt
Spread on variable rate basis (as a percent)									3.375%
Percentage reduction to the calculated variable rate						1.00%
Five-Year Revolving Credit Facility \| Adjusted LIBOR \| Minimum
Debt
Spread on variable rate basis (as a percent)						2.625%
Five-Year Revolving Credit Facility \| Adjusted LIBOR \| Maximum
Debt
Spread on variable rate basis (as a percent)						3.375%
6.375% Senior Notes due December 2021
Debt
Debt instrument interest rate stated percentage							6.375%		6.375%
Interest rate, as adjusted (as a percent)									8.375%
Aggregate principal amount outstanding							$ 116		$ 116		222
3.80% Senior Notes due October 2022
Debt
Debt instrument interest rate stated percentage							3.80%		3.80%
Interest rate, as adjusted (as a percent)									5.80%
Aggregate principal amount outstanding							$ 37		$ 37		190
7.35% Senior Notes due December 2041
Debt
Debt instrument interest rate stated percentage							7.35%		7.35%
Interest rate, as adjusted (as a percent)									9.35%
Aggregate principal amount outstanding							$ 177		$ 177		300
0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt instrument interest rate stated percentage							0.50%		0.50%
Original debt in exchange		$ 397
Debt conversion ratio									0.09729756
Debt conversion (in dollars per share) \| $ / shares							$ 10.28		$ 10.28
Aggregate principal amount outstanding							$ 463		$ 463		863
8.00% Senior Notes due February 2027
Debt
Debt instrument interest rate stated percentage			8.00%				8.00%		8.00%
Debt instrument face value			$ 750
Proceeds from issuance of debt			$ 743
Redemption price of debt instrument (as a percent)			100.00%
Aggregate principal amount outstanding							$ 612		$ 612
2.50% Senior Guaranteed Exchangeable Bonds due January 2027
Debt
Debt instrument interest rate stated percentage							2.50%		2.50%
Redemption price of debt instrument (as a percent)		100.00%
New debt issued in exchange		$ 238
Gains (losses) on restructuring									$ 72
Gains (losses) on restructuring (in dollars per share) \| $ / shares							$ 0.12		$ 0.12
Debt conversion ratio		0.162163
Debt conversion (in dollars per share) \| $ / shares		$ 6.17
Equity component of convertible debt instruments									$ 46
Aggregate principal amount outstanding							$ 238		238
2.50% Senior Guaranteed Exchangeable Bonds due January 2027 \| Perestroika AS
Debt
New debt issued in exchange									213
Original debt in exchange									$ 356
Securities held (as a percent)							10.00%		10.00%
11.50% Senior Guaranteed Notes due January 2027
Debt
Debt instrument interest rate stated percentage	11.50%						11.50%		11.50%
New debt issued in exchange	$ 687
Gains (losses) on restructuring							$ 356		$ 356
Gains (losses) on restructuring (in dollars per share) \| $ / shares							$ 0.58		$ 0.58
Maximum percent of original aggregate principal	40.00%
Aggregate principal amount outstanding							$ 687		$ 687
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%
6.875% Senior Secured Notes due February 2027
Debt
Debt instrument interest rate stated percentage					6.875%		6.875%		6.875%
Debt instrument face value					$ 550
Proceeds from issuance of debt					539
Aggregate principal amount outstanding							$ 550		$ 550		550
Restricted cash and cash equivalents					$ 19
5.375% Senior Secured Notes due May 2023
Debt
Debt instrument interest rate stated percentage				5.375%			5.375%		5.375%
Debt instrument face value				$ 525
Proceeds from issuance of debt				517
Aggregate principal amount outstanding							$ 504		$ 504		$ 525
Restricted cash and cash equivalents				$ 14

Debt (Settled) (Details) - USD ($) $ in Millions			3 Months Ended		9 Months Ended
Debt (Settled) (Details) - USD ($) $ in Millions	Oct. 26, 2020	Jan. 17, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	May 24, 2019
Debt
Debt retirement					$ 2,748	$ 891
Aggregate cash payment					867	917
Aggregate principal amount of debt issued in exchanges					925
Aggregate net gain (loss)			$ 449	$ (12)	$ 396	(39)
6.50% Senior Notes due November 2020
Debt
Debt instrument interest rate stated percentage			6.50%		6.50%
Debt retirement					$ 15	78
6.375% Senior Notes due December 2021
Debt
Debt instrument interest rate stated percentage			6.375%		6.375%
Debt retirement					$ 105	104
3.80% Senior Notes due October 2022
Debt
Debt instrument interest rate stated percentage			3.80%		3.80%
Debt retirement					$ 152	212
0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt instrument interest rate stated percentage			0.50%		0.50%
Debt retirement					$ 401
5.375% Senior Secured Notes due May 2023
Debt
Debt instrument interest rate stated percentage			5.375%		5.375%		5.375%
Debt retirement					$ 21
9.00% Senior Notes due July 2023
Debt
Debt instrument interest rate stated percentage			9.00%		9.00%
Debt retirement					$ 714	497
7.25% Senior Notes due November 2025
Debt
Debt instrument interest rate stated percentage			7.25%		7.25%
Debt retirement	$ 124				$ 207
7.50% Senior Notes due January 2026
Debt
Debt instrument interest rate stated percentage			7.50%		7.50%
Debt retirement					$ 181
8.00% Senior Notes due February 2027
Debt
Debt instrument interest rate stated percentage		8.00%	8.00%		8.00%
Debt retirement					$ 138
Redemption price of debt instrument (as a percent)		100.00%
7.45% Notes due April 2027
Debt
Debt instrument interest rate stated percentage			7.45%		7.45%
Debt retirement					$ 35
8.00% Debentures due April 2027
Debt
Debt instrument interest rate stated percentage			8.00%		8.00%
Debt retirement					$ 35
7.00% Notes due June 2028
Debt
Debt instrument interest rate stated percentage			7.00%		7.00%
Debt retirement					$ 39
7.50% Notes due April 2031
Debt
Debt instrument interest rate stated percentage			7.50%		7.50%
Debt retirement					$ 192
6.80% Senior Notes due March 2038
Debt
Debt instrument interest rate stated percentage			6.80%		6.80%
Debt retirement					$ 390
7.35% Senior Notes due December 2041
Debt
Debt instrument interest rate stated percentage			7.35%		7.35%
Debt retirement					$ 123
Tendered
Debt
Debt retirement					714	510
Aggregate cash payment					767	522
Aggregate net gain (loss)					(65)	(18)
Tendered \| 6.50% Senior Notes due November 2020
Debt
Debt retirement						57
Tendered \| 6.375% Senior Notes due December 2021
Debt
Debt retirement						63
Tendered \| 3.80% Senior Notes due October 2022
Debt
Debt retirement						190
Tendered \| 9.00% Senior Notes due July 2023
Debt
Debt retirement					714	200
Repurchased
Debt
Debt retirement					124	381
Aggregate cash payment					91	395
Aggregate net gain (loss)			$ 21	$ (12)	33	(21)
Repurchased \| 6.50% Senior Notes due November 2020
Debt
Debt retirement					15	21
Repurchased \| 6.375% Senior Notes due December 2021
Debt
Debt retirement					68	41
Repurchased \| 3.80% Senior Notes due October 2022
Debt
Debt retirement					16	22
Repurchased \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt retirement					4
Repurchased \| 5.375% Senior Secured Notes due May 2023
Debt
Debt retirement					21
Repurchased \| 9.00% Senior Notes due July 2023
Debt
Debt retirement						$ 297
Exchanged
Debt
Debt retirement					1,910
Aggregate cash payment					9
Aggregate principal amount of debt issued in exchanges					925
Gains (losses) on restructuring			$ 428		428
Exchanged \| 6.375% Senior Notes due December 2021
Debt
Debt retirement					37
Exchanged \| 3.80% Senior Notes due October 2022
Debt
Debt retirement					136
Exchanged \| 0.50% Exchangeable Senior Bonds due January 2023
Debt
Debt retirement					397
Exchanged \| 7.25% Senior Notes due November 2025
Debt
Debt retirement					207
Exchanged \| 7.50% Senior Notes due January 2026
Debt
Debt retirement					181
Exchanged \| 8.00% Senior Notes due February 2027
Debt
Debt retirement					138
Exchanged \| 7.45% Notes due April 2027
Debt
Debt retirement					35
Exchanged \| 8.00% Debentures due April 2027
Debt
Debt retirement					35
Exchanged \| 7.00% Notes due June 2028
Debt
Debt retirement					39
Exchanged \| 7.50% Notes due April 2031
Debt
Debt retirement					192
Exchanged \| 6.80% Senior Notes due March 2038
Debt
Debt retirement					390
Exchanged \| 7.35% Senior Notes due December 2041
Debt
Debt retirement					$ 123

Income Taxes (Provision) (Details)	9 Months Ended
Income Taxes (Provision) (Details)	Sep. 30, 2020	Sep. 30, 2019
Income Taxes
Effective tax rate	(0.80%)	(7.40%)
Annual effective tax rate excluding discrete items (as a percent)	(16.40%)	(24.70%)

Income Taxes (Tax Returns) (Details) - 9 months ended Sep. 30, 2020 R$ in Millions, $ in Millions	USD ($)	BRL (R$)
Brazil
Income Tax Examination
Net adjustments of additional taxes, including interest and penalties	$ 131	R$ 734

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Numerator for loss per share, basic
Net income (loss) attributable to controlling interest	$ 359	$ (825)	$ (530)	$ (1,204)
Net loss attributable to controlling interest	$ 359	$ (825)	$ (530)	$ (1,204)
Denominator for loss per share, basic
Weighted-average shares outstanding	615.0	612.0	614.0	611.0
Effect of share-based awards, basic	1.0	1.0	1.0	1.0
Weighted-average shares for per share calculation, basic	616.0	613.0	615.0	612.0
Loss per share, basic (in dollars per share)	$ 0.58	$ (1.35)	$ (0.86)	$ (1.97)
Numerator for loss per share, diluted
Net income (loss) attributable to controlling interest	$ 359	$ (825)	$ (530)	$ (1,204)
Effect of interest expense on convertible debt instruments	1
Net loss attributable to controlling interest	$ 360	$ (825)	$ (530)	$ (1,204)
Denominator for loss per share, diluted
Weighted-average shares outstanding	615.0	612.0	614.0	611.0
Effect of share-based awards, diluted	3.0	1.0	1.0	1.0
Effect of convertible debt instruments, diluted	84.0
Weighted-average shares for per share calculation, diluted	702.0	613.0	615.0	612.0
Loss per share, diluted (in dollars per share)	$ 0.51	$ (1.35)	$ (0.86)	$ (1.97)
Share-based awards
Anti-dilutive securities
Securities excluded from earnings per share calculation (in shares)	7.9	12.2	10.8	12.2

Contingencies (Details) $ in Millions	9 Months Ended
Contingencies (Details) $ in Millions	Sep. 30, 2020 USD ($) plaintiff subsidiary lawsuit	Sep. 11, 2020	Sep. 02, 2020	Dec. 31, 2019 USD ($)
Contingencies
Total debt	$ 8,434			$ 9,261
Restricted cash accounts and investments	$ 448			558
11.50% Senior Guaranteed Notes due January 2027
Contingencies
Debt instrument interest rate stated percentage	11.50%	11.50%
Total debt	$ 1,139
6.80% Senior Notes due March 2038
Contingencies
Debt instrument interest rate stated percentage	6.80%
Total debt	$ 605			991
Whitebox \| 11.50% Senior Guaranteed Notes due January 2027
Contingencies
Debt instrument interest rate stated percentage			11.50%
Total debt	$ 612
Macondo well incident
Contingencies
Amount of fines, recoveries and civil penalties				124
PSC Settlement Agreement
Contingencies
Cash payment into an escrow account pending approval by MDL Court				$ 125
Asbestos litigation
Contingencies
Number of subsidiaries \| subsidiary	1
Number of claims \| lawsuit	211
Asbestos litigation \| LA
Contingencies
Number of claims \| plaintiff	8
PIMCO \| Whitebox \| 11.50% Senior Guaranteed Notes due January 2027
Contingencies
Securities held (as a percent)			25.10%

Financial Instruments (Details) - USD ($) $ in Millions	Sep. 30, 2020	Dec. 31, 2019
Financial instruments
Long-term debt, including current maturities	$ 8,434	$ 9,261
Carrying amount
Financial instruments
Cash and cash equivalents	1,382	1,790
Restricted cash and cash equivalents	448	558
Long-term debt, including current maturities	8,434	9,261
Fair value
Financial instruments
Cash and cash equivalents	1,382	1,790
Restricted cash and cash equivalents	448	558
Long-term debt, including current maturities	$ 3,814	$ 8,976

Subsequent Events (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
Subsequent Events (Details) - USD ($) $ in Millions	Oct. 26, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Oct. 13, 2020	Dec. 31, 2019	May 24, 2019
Subsequent events
Total debt		$ 8,434		$ 8,434			$ 9,261
Debt retirement				2,748	$ 891
Aggregate cash payment				867	917
Aggregate net gain (loss)		449	$ (12)	396	(39)
6.50% Senior Notes due November 2020
Subsequent events
Total debt		$ 191		191			206
Debt retirement				$ 15	78
Debt instrument interest rate stated percentage		6.50%		6.50%
6.375% Senior Notes due December 2021
Subsequent events
Total debt		$ 116		$ 116			221
Debt retirement				$ 105	104
Debt instrument interest rate stated percentage		6.375%		6.375%
3.80% Senior Notes due October 2022
Subsequent events
Total debt		$ 37		$ 37			189
Debt retirement				$ 152	$ 212
Debt instrument interest rate stated percentage		3.80%		3.80%
5.375% Senior Secured Notes due May 2023
Subsequent events
Total debt		$ 498		$ 498			518
Debt retirement				$ 21
Debt instrument interest rate stated percentage		5.375%		5.375%				5.375%
7.25% Senior Notes due November 2025
Subsequent events
Total debt		$ 535		$ 535			$ 737
Debt retirement	$ 124			$ 207
Debt instrument interest rate stated percentage		7.25%		7.25%
7.25% Senior Notes due November 2025 \| Whitebox
Subsequent events
Total debt		$ 543		$ 543
Subsequent Event \| Early Tendered Notes [Member]
Subsequent events
Tender Offer Principal Amount						$ 200
Aggregate cash payment	213
Aggregate net gain (loss)	130
Subsequent Event \| 6.50% Senior Notes due November 2020
Subsequent events
Debt retirement	$ 36
Debt instrument interest rate stated percentage	6.50%
Subsequent Event \| 6.375% Senior Notes due December 2021
Subsequent events
Debt retirement	$ 76
Debt instrument interest rate stated percentage	6.375%
Subsequent Event \| 3.80% Senior Notes due October 2022
Subsequent events
Debt retirement	$ 9
Debt instrument interest rate stated percentage	3.80%
Subsequent Event \| 5.375% Senior Secured Notes due May 2023
Subsequent events
Debt retirement	$ 103
Debt instrument interest rate stated percentage	5.375%