SEC Filing | Transocean Ltd.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): August 2, 2021

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)


Switzerland	001-38373	98-0599916
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

Turmstrasse 30 Steinhausen, Switzerland		6312
(Address of principal executive offices)		(Zip Code)

+41 (41) 749-0500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Shares, CHF 0.10 par value	RIG	New York Stock Exchange
0.50% Exchangeable Senior Bonds due 2023	RIG/23	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition

Our press release dated August 2, 2021, concerning financial results for the second quarter 2021, furnished as Exhibit 99.1 to this report, is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

The exhibit to this report is furnished pursuant to Item 9.01 as follows:


Number	Description
99.1	Press Release Reporting Second Quarter 2021 Financial Results
101	Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language
104	Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	TRANSOCEAN LTD.


Date: August 2, 2021	By	/s/ Daniel Ro-Trock
		Daniel Ro-Trock
		Authorized Person

EXHIBIT 99.1

TRANSOCEAN LTD. REPORTS SECOND QUARTER 2021 RESULTS

●

Total contract drilling revenues were $656 million (total adjusted contract drilling revenues of $713 million), compared with $653 million in the first quarter of 2021 (total adjusted contract drilling revenues of $709 million);

●

Revenue efficiency⁽¹⁾ was 98.0%, compared with 97.4% in the prior quarter;

●

Operating and maintenance expense was $434 million, compared with $435 million in the prior period;

●

Net loss attributable to controlling interest was $103 million, $0.17 per diluted share, compared with net loss attributable to controlling interest of $99 million, $0.16 per diluted share, in the first quarter of 2021;

●

Adjusted EBITDA was $255 million, compared with adjusted EBITDA of $245 million in the prior quarter; and

●

Contract backlog was $7.3 billion as of the July 2021 Fleet Status Report.

STEINHAUSEN, Switzerland—August 2, 2021—Transocean Ltd. (NYSE: RIG) today reported a net loss attributable to controlling interest of $103 million, $0.17 per diluted share, for the three months ended June 30, 2021.

Second quarter 2021 results included net favorable item of $6 million, or $0.1 per diluted share, related to discrete tax items. After consideration of this net favorable item, second quarter 2021 adjusted net loss was $109 million, $0.18 per diluted share, compared to $117 million adjusted net loss, $0.19 per diluted share, in the first quarter of 2021.

Contract drilling revenues for the three months ended June 30, 2021 increased sequentially by $3 million to $656 million, primarily due to three rigs that returned to work following a shipyard stay, partially offset by two rigs that went idle in the second quarter.

A non-cash revenue reduction of $57 million was recognized in the second quarter as a result of contract intangible amortization associated with the Songa and Ocean Rig acquisitions. This compares with $56 million in the prior quarter.

Operating and maintenance expense was $434 million, compared with $435 million in the prior quarter.

General and administrative expense was $39 million, in line with the first quarter of 2021.

Interest expense, net of amounts capitalized, was $115 million, in line with the first quarter of 2021. Interest income was $4 million, compared with $3 million in the previous quarter.

The Effective Tax Rate⁽²⁾ was (4.6)%, down from 17.8% in the prior quarter. The decrease was primarily due to higher earnings in jurisdictions with lower tax rates, releases of uncertain tax positions related to settlements and other various discrete items. The Effective Tax Rate excluding discrete items was (10.2)% compared to (5.7)% in previous quarter.

Cash flows provided by operating activities were $153 million, compared to $96 million in the prior quarter. This was primarily due to the timing of interest payments and reduced personnel-related payments.

Second quarter 2021 capital expenditures of $41 million were primarily related to our newbuild drillships under construction. This compares with $59 million in the previous quarter.

“Operationally, we delivered another solid quarter, with an Adjusted EBITDA Margin of 36% on Adjusted Revenue of $713 million,” said President and Chief Executive Officer, Jeremy Thigpen. “These better than anticipated results were driven largely by our continued focus on operational excellence, as evidenced by our strong uptime performance, which resulted in revenue efficiency of 98 percent.”

“During the quarter, we took meaningful steps to improve our liquidity by agreeing to delay delivery and payment of our two newbuild drillships, the Deepwater Atlas and the Deepwater Titan, ultimately deferring over $450 million of near-term capex. Additionally, we further improved our liquidity through the initiation of our ATM program that provides us with additional optionality. We will remain pragmatic yet disciplined in using this tool now and in the future.”

Thigpen concluded: “As we enter the back half of this year, we remain encouraged by the upcycle that is currently unfolding. Assuming oil prices remain supportive, we see utilization and dayrates for our ultra-deepwater assets materially improving as we move into 2022.”

Non-GAAP Financial Measures

We present our operating results in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). We believe certain financial measures, such as Adjusted Contract Drilling Revenues, EBITDA, Adjusted EBITDA and Adjusted Net Income, which are non-GAAP measures, provide users of our financial statements with supplemental information that may be useful in evaluating our operating performance. We believe that such non-GAAP measures, when read in conjunction with our operating results presented under U.S. GAAP, can be used to better assess our performance from period to period and relative to performance of other companies in our industry, without regard to financing methods, historical cost basis or capital structure. Such non-GAAP measures should be considered as a supplement to, and not as a substitute for, financial measures prepared in accordance with U.S. GAAP.

All non-GAAP measure reconciliations to the most comparative U.S. GAAP measures are displayed in quantitative schedules on the company’s website at: www.deepwater.com.

About Transocean

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services and believes that it operates one of the most versatile offshore drilling fleets in the world.

Transocean owns or has partial ownership interests in and operates a fleet of 37 mobile offshore drilling units consisting of 27 ultra-deepwater floaters and 10 harsh environment floaters. In addition, Transocean is constructing two ultra-deepwater drillships.

For more information about Transocean, please visit: www.deepwater.com.

Conference Call Information

Transocean will conduct a teleconference starting at 9 a.m. EDT, 3 p.m. CEST, on Tuesday, August 3, 2021, to discuss the results. To participate, dial +1 313-209-6544 and refer to conference code 1865445 approximately 10 minutes prior to the scheduled start time.

The teleconference will be simulcast in a listen-only mode at: www.deepwater.com, by selecting Investors, News, and Webcasts. Supplemental materials that may be referenced during the teleconference will be available at: www.deepwater.com, by selecting Investors, Financial Reports.

A replay of the conference call will be available after 12 p.m. EDT, 6 p.m. CEST, on Tuesday, August 3, 2021. The replay, which will be archived for approximately 30 days, can be accessed at +1 719-457-0820, passcode 1865445, pin 1126. The replay will also be available on the company’s website.

Forward-Looking Statements

The statements described herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements could contain words such as "possible," "intend," "will," "if," "expect," or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations, planned shipyard projects and other out-of-service time, sales of drilling units, timing of the company’s newbuild deliveries, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the fluctuation of current and future prices of oil and gas, the global and regional supply and demand for oil and gas, the intention to scrap certain drilling rigs, the success of our business following prior acquisitions, the effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, such as COVID-19, and other factors, including those and other risks discussed in the company's most recent Annual Report on Form 10-K for the year ended December 31, 2020, and in the company's other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company’s website at: www.deepwater.com.

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean.

Notes

(1)

Revenue efficiency is defined as actual contract drilling revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations. See the accompanying schedule entitled “Revenue Efficiency.”

(2)

Effective Tax Rate is defined as income tax expense divided by income before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

Analyst Contact:

Lexington May

+1 832-587-6515

Media Contact:

Pam Easton

+1 713-232-7647

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
	2021		2020		2021		2020

Contract drilling revenues	$	656	$	930	$	1,309	$	1,689

Costs and expenses
Operating and maintenance		434		525		869		1,065
Depreciation and amortization		186		196		373		402
General and administrative		39		45		78		88
		659		766		1,320		1,555
Loss on impairment		—		(429)		—		(597)
Gain (loss) on disposal of assets, net		1		1		(58)		—
Operating loss		(2)		(264)		(69)		(463)

Other income (expense), net
Interest income		4		4		7		13
Interest expense, net of amounts capitalized		(115)		(153)		(230)		(313)
Gain (loss) on retirement of debt		—		4		51		(53)
Other, net		14		(56)		23		(44)
		(97)		(201)		(149)		(397)
Loss before income tax expense		(99)		(465)		(218)		(860)
Income tax expense (benefit)		4		32		(17)		28

Net loss		(103)		(497)		(201)		(888)
Net income attributable to noncontrolling interest		—		—		1		1
Net loss attributable to controlling interest	$	(103)	$	(497)	$	(202)	$	(889)


Loss per share, basic and diluted	$	(0.17)	$	(0.81)	$	(0.33)	$	(1.45)
Weighted average shares, basic and diluted		621		615		619		615

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)


	June 30,		December 31,
	2021		2020

Assets
Cash and cash equivalents	$	988	$	1,154
Accounts receivable, net of allowance of $2 at June 30, 2021 and December 31, 2020		539		583
Materials and supplies, net of allowance of $145 and $143 at June 30, 2021 and December 31, 2020, respectively		433		434
Restricted cash and cash equivalents		502		406
Other current assets		156		163
Total current assets		2,618		2,740

Property and equipment		23,054		23,040
Less accumulated depreciation		(5,718)		(5,373)
Property and equipment, net		17,336		17,667
Contract intangible assets		280		393
Deferred income taxes, net		8		9
Other assets		956		995
Total assets	$	21,198	$	21,804

Liabilities and equity
Accounts payable	$	198	$	194
Accrued income taxes		8		28
Debt due within one year		536		505
Other current liabilities		577		659
Total current liabilities		1,319		1,386

Long-term debt		6,991		7,302
Deferred income taxes, net		325		315
Other long-term liabilities		1,251		1,366
Total long-term liabilities		8,567		8,983

Commitments and contingencies

Shares, CHF 0.10 par value, 891,379,015 authorized, 142,363,647 conditionally authorized, 685,676,165 issued
and 634,629,502 outstanding at June 30, 2021, and 824,650,660 authorized, 142,363,647 conditionally
authorized, 639,676,165 issued and 615,140,276 outstanding at December 31, 2020		62		60
Additional paid-in capital		13,578		13,501
Accumulated deficit		(2,068)		(1,866)
Accumulated other comprehensive loss		(264)		(263)
Total controlling interest shareholders’ equity		11,308		11,432
Noncontrolling interest		4		3
Total equity		11,312		11,435
Total liabilities and equity	$	21,198	$	21,804

TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Six months ended
	June 30,
	2021		2020
Cash flows from operating activities
Net loss	$	(201)	$	(888)
Adjustments to reconcile to net cash provided by operating activities:
Contract intangible asset amortization		113		101
Depreciation and amortization		373		402
Share-based compensation expense		14		15
Loss on impairment		—		597
Loss on impairment of investment in unconsolidated affiliates		—		59
Loss on disposal of assets, net		58		—
(Gain) loss on retirement of debt		(51)		53
Deferred income tax expense		11		30
Other, net		14		32
Changes in deferred revenues, net		(72)		(10)
Changes in deferred costs, net		7		(4)
Changes in other operating assets and liabilities, net		(17)		(348)
Net cash provided by operating activities		249		39

Cash flows from investing activities
Capital expenditures		(100)		(153)
Proceeds from disposal of assets, net		7		3
Investments in loans to unconsolidated affiliates		(33)		—
Investments in unconsolidated affiliates		—		(6)
Net cash used in investing activities		(126)		(156)

Cash flows from financing activities
Repayments of debt		(239)		(1,009)
Proceeds from issuance of shares, net of issue costs		66		—
Proceeds from issuance of debt, net of issue costs		—		743
Other, net		(20)		(18)
Net cash used in financing activities		(193)		(284)

Net decrease in unrestricted and restricted cash and cash equivalents		(70)		(401)
Unrestricted and restricted cash and cash equivalents, beginning of period		1,560		2,349
Unrestricted and restricted cash and cash equivalents, end of period	$	1,490	$	1,948


TRANSOCEAN LTD. AND SUBSIDIARIES
FLEET OPERATING STATISTICS


	Three months ended						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
Contract Drilling Revenues (in millions)	2021		2021		2020		2021		2020
Contract drilling revenues
Ultra-deepwater floaters	$	424	$	436	$	636	$	860	$	1,164
Harsh environment floaters		232		217		293		449		513
Midwater floaters		—		—		1		—		12
Total contract drilling revenues	$	656	$	653	$	930	$	1,309	$	1,689


	Three months ended						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
Average Daily Revenue ⁽¹⁾	2021		2021		2020		2021		2020
Ultra-deepwater floaters	$	363,500	$	371,600	$	296,500	$	367,500	$	314,800
Harsh environment floaters		379,900		377,800		331,900		378,900		317,000
Midwater floaters		—		—		99,400		—		111,400
Total fleet average daily revenue	$	369,400		373,700	$	307,800	$	371,500	$	311,300


	Three months ended						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
Utilization ⁽²⁾	2021		2021		2020		2021		2020
Ultra-deepwater floaters	48	%	48	%	61	%	48	%	61	%
Harsh environment floaters	73	%	65	%	80	%	69	%	71	%
Midwater floaters	—	%	—	%	25	%	—	%	37	%
Total fleet average rig utilization	55	%	53	%	66	%	54	%	63	%



	Three months ended						Six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
Revenue Efficiency ⁽³⁾	2021		2020		2020		2021		2020
Ultra-deepwater floaters	98	%	97	%	98	%	98	%	98	%
Harsh environment floaters	98	%	98	%	97	%	98	%	93	%
Midwater floaters	—	%	—	%	79	%	—	%	86	%
Total fleet average revenue efficiency	98	%	97	%	97	%	98	%	96	%


⁽¹⁾ Average daily revenue is defined as contract drilling revenues, excluding revenues for contract terminations, reimbursements and contract intangible amortization, earned per operating day. An operating day is defined as a calendar day during which a rig is contracted to earn a dayrate during the firm contract period after commencement of operations.

⁽²⁾ Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days in the measurement period, expressed as a percentage.

⁽³⁾ Revenue efficiency is defined as actual contract drilling revenues, excluding revenues for contract terminations and reimbursements, for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding revenues for incentive provisions, reimbursements and contract terminations.


TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED NET INCOME (LOSS) AND ADJUSTED DILUTED EARNINGS (LOSS) PER SHARE
(In millions, except per share data)


	YTD		QTD		YTD
	06/30/21		06/30/21		03/31/21
Adjusted Net Loss
Net loss attributable to controlling interest, as reported	$	(202)	$	(103)	$	(99)
Loss on disposal of assets, net		60		—		60
Gain on retirement of debt		(51)		—		(51)
Discrete tax items		(33)		(6)		(27)
Net loss, as adjusted	$	(226)	$	(109)	$	(117)

Adjusted Diluted Loss Per Share:
Diluted loss per share, as reported	$	(0.33)	$	(0.17)	$	(0.16)
Loss on disposal of assets, net		0.10		—		0.10
Gain on retirement of debt		(0.08)		—		(0.08)
Discrete tax items		(0.06)		(0.01)		(0.05)
Diluted loss per share, as adjusted	$	(0.37)	$	(0.18)	$	(0.19)


	YTD		QTD		YTD		QTD		YTD		QTD		YTD
	12/31/20		12/31/20		09/30/20		09/30/20		06/30/20		06/30/20		03/31/20
Adjusted Net Loss
Net income (loss) attributable to controlling interest, as reported	$	(567)	$	(37)	$	(530)	$	359	$	(889)	$	(497)	$	(392)
Restructuring costs		5		(1)		6		5		1		1		—
Loss on impairment of assets		597		—		597		—		597		430		167
Loss on disposal of assets, net		61		—		61		61		—		—		—
Loss on impairment of investment in unconsolidated affiliates		62		3		59		—		59		59		—
(Gain) loss on restructuring and retirement of debt		(533)		(137)		(396)		(449)		53		(4)		57
Discrete tax items		(91)		(37)		(54)		(45)		(9)		10		(19)
Net loss, as adjusted	$	(466)	$	(209)	$	(257)	$	(69)	$	(188)	$	(1)	$	(187)

Adjusted Diluted Loss Per Share:
Diluted earnings (loss) per share, as reported	$	(0.92)	$	(0.06)	$	(0.86)	$	0.51	$	(1.45)	$	(0.81)	$	(0.64)
Restructuring costs		0.01		—		0.01		0.01		—		—		—
Loss on impairment of assets		0.97		—		0.97		—		0.97		0.70		0.28
Loss on disposal of assets, net		0.10		—		0.10		0.09		—		—		—
Loss on impairment of investment in unconsolidated affiliates		0.10		—		0.10		—		0.10		0.10		—
(Gain) loss on restructuring and retirement of debt		(0.87)		(0.22)		(0.65)		(0.65)		0.09		(0.01)		0.09
Discrete tax items		(0.15)		(0.06)		(0.09)		(0.07)		(0.02)		0.02		(0.03)
Diluted loss per share, as adjusted	$	(0.76)	$	(0.34)	$	(0.42)	$	(0.11)	$	(0.31)	$	—	$	(0.30)


TRANSOCEAN LTD. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED CONTRACT DRILLING REVENUES
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AND RELATED MARGINS
(In millions, except percentages)


	YTD			QTD			YTD
	06/30/21			06/30/21			03/31/21

Contract drilling revenues	$	1,309		$	656		$	653
Contract intangible asset amortization		113			57			56
Adjusted Contract Drilling Revenues	$	1,422		$	713		$	709

Net loss	$	(201)		$	(103)		$	(98)
Interest expense, net of interest income		223			111			112
Income tax expense (benefit)		(17)			4			(21)
Depreciation and amortization		373			186			187
Contract intangible asset amortization		113			57			56
EBITDA		491			255			236

Loss on disposal of assets, net		60			—			60
Gain on retirement of debt		(51)			—			(51)
Adjusted EBITDA	$	500		$	255		$	245


EBITDA margin		35	%		36	%		33	%
Adjusted EBITDA margin		35	%		36	%		35	%


	YTD			QTD			YTD			QTD			YTD			QTD			YTD
	12/31/20			12/31/20			09/30/20			09/30/20			06/30/20			06/30/20			03/31/20

Contract drilling revenues	$	3,152		$	690		$	2,462		$	773		$	1,689		$	930		$	759
Contract intangible asset amortization		215			57			158			57			101			53			48
Adjusted Contract Drilling Revenues	$	3,367		$	747		$	2,620		$	830		$	1,790		$	983		$	807

Net income (loss)	$	(568)		$	(39)		$	(529)		$	359		$	(888)		$	(497)		$	(391)
Interest expense, net of interest income		554			115			439			139			300			149			151
Income tax expense (benefit)		27			23			4			(24)			28			32			(4)
Depreciation and amortization		781			189			592			190			402			196			206
Contract intangible asset amortization		215			57			158			57			101			53			48
EBITDA		1,009			345			664			721			(57)			(67)			10

Restructuring costs		5			(1)			6			5			1			1			—
Loss on impairment of assets		597			—			597			—			597			429			168
Loss on disposal of assets, net		61			—			61			61			—			—			—
(Gain) loss on restructuring and retirement of debt		(533)			(137)			(396)			(449)			53			(4)			57
Loss on impairment of investment in unconsolidated affiliates		62			3			59			—			59			59			—
Adjusted EBITDA	$	1,201		$	210		$	991		$	338		$	653		$	418		$	235


EBITDA margin		30	%		46	%		25	%		87	%		(3)	%		(7)	%		1	%
Adjusted EBITDA margin		36	%		28	%		38	%		41	%		36	%		43	%		29	%



TRANSOCEAN LTD. AND SUBSIDIARIES
SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS
(In millions, except tax rates)


	Three months ended									Six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2021			2021			2020			2021			2020

Loss before income taxes	$	(99)		$	(119)		$	(465)		$	(218)		$	(860)
Restructuring costs		—			—			1			—			1
Loss on impairment of assets		—			—			429			—			597
Loss on disposal of assets, net		—			60			—			60			—
Loss on impairment of investment in unconsolidated affiliates		—			—			59			—			59
(Gain) loss on retirement of debt		—			(51)			(4)			(51)			53
Adjusted income (loss) before income taxes	$	(99)		$	(110)			20		$	(209)			(150)

Revenues recognized for the settlement of disputes								(157)						(157)
Adjusted loss before income taxes for determining effective tax rate							$	(137)					$	(307)


Income tax expense (benefit)	$	4		$	(21)		$	32		$	(17)		$	28
Restructuring costs		—			—			—			—			—
Loss on impairment of assets		—			—			(1)			—			—
Loss on disposal of assets, net		—			—			—			—			—
Loss on impairment of investment in unconsolidated affiliates		—			—			—			—			—
(Gain) loss on retirement of debt		—			—			—			—			—
Changes in estimates (1)		6			27			(8)			33			11
Revenues recognized for the settlement of disputes		—			—			(2)			—			(2)
Adjusted income tax expense (2)	$	10		$	6		$	21		$	16		$	37

Effective Tax Rate (3)		(4.6)	%		17.8	%		(6.8)	%		7.7	%		(3.2)	%

Effective Tax Rate, excluding discrete items (4)		(10.2)	%		(5.7)	%		(15.0)	%		(7.8)	%		(12.0)	%


(1) Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws and other events that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.

(2) The three months ended June 30, 2021 included $2 million of additional tax expense, reflecting the cumulative effect of an increase in the annual effective tax rate from the previous quarter estimate.

(3) Our effective tax rate is calculated as income tax expense divided by income before income taxes.

(4) Our effective tax rate, excluding discrete items, is calculated as income tax expense, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income before income tax expense, excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes related to estimating the annual effective tax rate.