0001451505false00014515052024-10-302024-10-30

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): October 30, 2024

Graphic

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

CH-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, $0.10 par value

RIG

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

Transocean Ltd.’s press release dated October 30, 2024, concerning financial results for the third quarter 2024, 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 Third Quarter 2024 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: October 30, 2024

By

/s/ Daniel Ro-Trock

Daniel Ro-Trock

Authorized Person

EXHIBIT 99.1

Graphic

TRANSOCEAN LTD. REPORTS THIRD QUARTER 2024 RESULTS

Three months ended

Three months ended

September 30, 

June 30,

    

sequential

September 30, 

    

year-over-year

2024

2024

change

2023

change

(In millions, except per share amounts, percentages and backlog)

Contract drilling revenues

$

948

$

861

$

87

$

713

$

235

Adjusted contract drilling revenues

$

948

$

861

$

87

$

721

$

227

Revenue efficiency (1)

94.5

%  

96.9

%  

95.4

%  

Operating and maintenance expense

$

563

$

534

$

29

$

524

$

39

Net loss attributable to controlling interest

$

(494)

$

(123)

$

(371)

$

(220)

$

(274)

Diluted loss per share

$

(0.58)

$

(0.15)

$

(0.43)

$

(0.28)

$

(0.30)

Adjusted EBITDA

$

342

$

284

$

58

$

162

$

180

Adjusted EBITDA margin

36.0

%  

33.0

%  

22.5

%  

Adjusted net income (loss)

$

64

$

(123)

$

187

$

(280)

$

344

Adjusted diluted earnings (loss) per share

$

$

(0.15)

$

0.15

$

(0.36)

$

0.36

Backlog as of the October 2024 Fleet Status Report

$

9.3

billion

STEINHAUSEN, Switzerland—October 30, 2024—Transocean Ltd. (NYSE: RIG) today reported a net loss attributable to controlling interest of $494 million, $0.58 per diluted share, for the three months ended September 30, 2024.

Third quarter results included net unfavorable items of $558 million or $0.58 per diluted share as follows:

$617 million, $0.64 per diluted share, loss on impairment of assets, net of tax.

Partially offset by:

$21 million , $0.02 per diluted share, gain on retirement of debt; and
$38 million, $0.04 per diluted share, discrete tax items, net.

After consideration of these net unfavorable items, third quarter 2024 adjusted net income was $64 million.

Contract drilling revenues for the three months ended September 30, 2024, increased sequentially by $87 million to $948 million, primarily due to increased rig utilization, increased dayrates for two rigs, higher reimbursement revenues and a full quarter of revenues from the newbuild ultra-deepwater drillship Deepwater Aquila, partially offset by lower revenue efficiency across the fleet.

Operating and maintenance expense was $563 million, compared with $534 million in the prior quarter. The sequential increase was the result of increased fleet activity, including a full quarter of operations from Deepwater Aquila, partially offset by reduced operating costs related to Transocean Norge following the acquisition of Orion Holdings (Cayman) Limited in June 2024.

General and administrative expense was $47 million, down from $59 million in the second quarter. The decrease was primarily due to reduced costs associated with the early retirement of certain personnel and lower professional fees.


Interest expense net of capitalized amounts was $154 million, compared to $143 million in the prior quarter, excluding the favorable adjustment of $74 million and $69 million in the third and second quarter, respectively, for the fair value of the bifurcated exchange feature related to the 4.625% exchangeable bonds. Interest income was $11 million, compared to $14 million in the prior quarter.

The Effective Tax Rate(2) was 6.0%, down from 474.5% in the prior quarter. The decrease was primarily due to rig impairments, rig sales and other ordinary movement in income before tax. The Effective Tax Rate excluding discrete items was 22.5% compared to 416.3% in the previous quarter.

Cash provided by operating activities was $194 million during the third quarter of 2024, representing an increase of $61 million compared to the prior quarter. The sequential increase was primarily due to increased operating activities, improved cash collected from customers and timing of payments to suppliers, partially offset by higher interest payments.

Third quarter 2024 capital expenditures of $58 million were primarily associated with Deepwater Aquila. This compares with $84 million in the prior quarter.

“As illustrated by the nearly $1.3 billion in backlog booked in the third quarter, including the recent award for Deepwater Conqueror, the demand for our fleet of high specification ultra-deepwater and harsh environment rigs remains strong,” said Chief Executive Officer, Jeremy Thigpen. “With these most recent awards, more than 97% of Transocean’s active fleet is contracted in 2025, once again demonstrating that our customers clearly recognize Transocean’s unique capabilities – our rigs, crews and superior operational performance – add value to their programs.”

Thigpen concluded, “With approximately $9.3 billion in backlog, and clear visibility to future demand, we will remain focused on delivering safe, reliable and efficient operations for our customers and continue to maximize cash generation to improve our balance sheet, as we did in the third quarter with $136 million of free cash flow.”


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 operates the highest specification floating offshore drilling fleet in the world.

Transocean owns or has partial ownership interests in and operates a fleet of 34 mobile offshore drilling units, consisting of 26 ultra-deepwater floaters and eight harsh environment floaters.

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

Conference Call Information

Transocean will conduct a teleconference starting at 9 a.m. EDT, 2 p.m. CET, on Thursday, October 31, 2024, to discuss the results. To participate, dial +1 785-424-1226 and refer to conference code 827284 approximately 15 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, 5 p.m. CET, on Thursday, October 31, 2024. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-9184, passcode 827284. 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, 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, 2023, 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 operating 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 or benefit divided by income or loss before income taxes. See the accompanying schedule entitled “Supplemental Effective Tax Rate Analysis.”

Analyst Contact:

Alison Johnson

+1 713-232-7214

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

Nine months ended

September 30, 

September 30, 

   

2024

   

2023

   

2024

   

2023

 

Contract drilling revenues

$

948

$

713

$

2,572

$

2,091

Costs and expenses

Operating and maintenance

563

524

1,620

1,417

Depreciation and amortization

190

192

559

560

General and administrative

47

44

158

137

800

760

2,337

2,114

Loss on impairment of assets

(629)

(5)

(772)

(58)

Loss on disposal of assets, net

(4)

(3)

(10)

(173)

Operating loss

(485)

(55)

(547)

(254)

Other income (expense), net

Interest income

11

12

40

42

Interest expense, net of amounts capitalized

(80)

(232)

(271)

(649)

Gain (loss) on retirement of debt

21

161

(32)

Other, net

8

12

32

35

(40)

(208)

(38)

(604)

Loss before income tax benefit

(525)

(263)

(585)

(858)

Income tax benefit

(31)

(43)

(66)

(8)

Net loss

(494)

(220)

(519)

(850)

Net income attributable to noncontrolling interest

Net loss attributable to controlling interest

$

(494)

$

(220)

$

(519)

$

(850)

Loss per share

Basic

$

(0.56)

$

(0.28)

$

(0.62)

$

(1.13)

Diluted

$

(0.58)

$

(0.28)

$

(0.65)

$

(1.13)

Weighted-average shares outstanding

Basic

879

774

840

755

Diluted

954

774

915

755


TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)

September 30, 

December 31,

   

2024

   

2023

 

Assets

Cash and cash equivalents

 

$

435

$

762

Accounts receivable, net of allowance of $2 at September 30, 2024 and December 31, 2023

594

512

Materials and supplies, net of allowance of $176 and $198 at September 30, 2024 and December 31, 2023, respectively

425

426

Assets held for sale

345

49

Restricted cash and cash equivalents

365

233

Other current assets

179

144

Total current assets

2,343

2,126

Property and equipment

22,412

23,875

Less accumulated depreciation

(6,424)

(6,934)

Property and equipment, net

15,988

16,941

Contract intangible assets

4

Deferred tax assets, net

165

44

Other assets

1,014

1,139

Total assets

 

$

19,510

$

20,254

Liabilities and equity

Accounts payable

 

$

255

$

323

Accrued income taxes

13

23

Debt due within one year

457

370

Other current liabilities

706

681

Total current liabilities

1,431

1,397

Long-term debt

6,503

7,043

Deferred tax liabilities, net

570

540

Other long-term liabilities

778

858

Total long-term liabilities

7,851

8,441

Commitments and contingencies

Shares, $0.10 par value, 1,057,879,029 authorized, 141,262,093 conditionally authorized, 940,828,901 issued

and 875,803,595 outstanding at September 30, 2024, and CHF 0.10 par value, 1,021,294,549 authorized,

142,362,093 conditionally authorized, 843,715,858 issued and 809,030,846 outstanding at December 31, 2023

87

81

Additional paid-in capital

14,871

14,544

Accumulated deficit

(4,552)

(4,033)

Accumulated other comprehensive loss

(179)

(177)

Total controlling interest shareholders’ equity

10,227

10,415

Noncontrolling interest

1

1

Total equity

10,228

10,416

Total liabilities and equity

 

$

19,510

$

20,254


TRANSOCEAN LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Nine months ended

September 30, 

    

2024

    

2023

   

Cash flows from operating activities

Net loss

 

$

(519)

$

(850)

Adjustments to reconcile to net cash provided by operating activities:

Amortization of contract intangible asset

4

45

Depreciation and amortization

559

560

Share-based compensation expense

38

30

Loss on impairment of assets

772

58

Loss on impairment of investment in unconsolidated affiliate

5

Loss on disposal of assets, net

10

173

Fair value adjustment to bifurcated compound exchange feature

(153)

272

Amortization of debt-related balances, net

39

38

(Gain) loss on retirement of debt

(161)

32

Deferred income tax expense (benefit)

(91)

1

Other, net

(6)

21

Changes in deferred revenues, net

98

40

Changes in deferred costs, net

(26)

(125)

Changes in other operating assets and liabilities, net

(328)

(229)

Net cash provided by operating activities

241

66

Cash flows from investing activities

Capital expenditures

(225)

(207)

Investment in loans to unconsolidated affiliates

(3)

(3)

Investment in equity of unconsolidated affiliate

(10)

Proceeds from disposal of assets, net of costs to sell

99

10

Cash acquired in acquisition of unconsolidated affiliates

5

7

Net cash used in investing activities

(124)

(203)

Cash flows from financing activities

Repayments of debt

(2,073)

(1,707)

Proceeds from issuance of debt, net of issue costs

1,767

1,664

Other, net

(6)

(3)

Net cash used in financing activities

(312)

(46)

Net decrease in unrestricted and restricted cash and cash equivalents

(195)

(183)

Unrestricted and restricted cash and cash equivalents, beginning of period

995

991

Unrestricted and restricted cash and cash equivalents, end of period

 

$

800

$

808


TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS

Three months ended

September 30, 

June 30,

September 30, 

Contract Drilling Revenues (in millions)

    

2024

  

2024

  

2023

  

Ultra-deepwater floaters

$

668

$

606

$

516

Harsh environment floaters

280

255

197

Total contract drilling revenues

$

948

$

861

$

713

Three months ended

September 30, 

June 30,

September 30, 

Average Daily Revenue (1)

    

2024

  

2024

  

2023

  

Ultra-deepwater floaters

$

426,700

$

433,900

$

406,500

Harsh environment floaters

 

464,900

 

449,600

 

357,400

Total fleet average daily revenue

$

436,800

$

438,300

$

391,300

Three months ended

 

  

  

September 30, 

  

June 30,

  

September 30, 

 

Utilization (2)

2024

2024

2023

 

Ultra-deepwater floaters

60.7

%

53.5

%

45.0

%

Harsh environment floaters

75.0

%

73.0

%

63.0

%

Total fleet average rig utilization

63.9

%

57.8

%

49.4

%

Three months ended

September 30, 

June 30,

September 30, 

Revenue Efficiency (3)

  

  

2024

  

2024

  

2023

Ultra-deepwater floaters

92.5

%

96.5

%

94.3

%

Harsh environment floaters

100.1

%

98.1

%

98.1

%

Total fleet average revenue efficiency

94.5

%

96.9

%

95.4

%

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

(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 operating 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

QTD

YTD

  

09/30/24

09/30/24

06/30/24

06/30/24

  

03/31/24

 

Adjusted Net Income (Loss)

Net income (loss) attributable to controlling interest, as reported

$

(519)

$

(494)

$

(25)

$

(123)

$

98

Loss on impairment of assets, net of tax

755

617

138

138

Loss on impairment of investment in unconsolidated affiliates

5

5

4

1

Gain on retirement of debt

(161)

(21)

(140)

(140)

Discrete tax items

 

(161)

 

(38)

 

(123)

 

(2)

 

(121)

Net income (loss), as adjusted

$

(81)

$

64

$

(145)

$

(123)

$

(22)

Adjusted Diluted Earnings (Loss) Per Share:

Diluted earnings (loss) per share, as reported

$

(0.65)

$

(0.58)

$

(0.03)

$

(0.15)

$

0.11

Loss on impairment of assets, net of tax

0.82

0.64

0.17

0.17

Loss on impairment of investment in unconsolidated affiliates

0.01

Gain on retirement of debt

 

(0.18)

 

(0.02)

 

(0.17)

 

(0.17)

 

Discrete tax items

 

(0.18)

 

(0.04)

 

(0.15)

 

 

(0.14)

Diluted earnings (loss) per share, as adjusted

$

(0.18)

$

$

(0.18)

$

(0.15)

$

(0.03)

YTD

QTD

YTD

QTD

YTD

QTD

YTD

 

    

12/31/23

   

12/31/23

  

09/30/23

   

09/30/23

  

06/30/23

  

06/30/23

  

03/31/23

 

Adjusted Net Loss

Net loss attributable to controlling interest, as reported

$

(954)

$

(104)

$

(850)

$

(220)

$

(630)

$

(165)

$

(465)

Loss on impairment of assets

 

57

(1)

58

5

53

53

Loss on disposal of assets, net

 

169

169

169

169

Loss on impairment of investment in unconsolidated affiliate

 

5

5

Loss on conversion of debt to equity

27

24

3

3

3

(Gain) loss on retirement of debt

31

(1)

32

32

32

Discrete tax items

 

(74)

3

(77)

(65)

(12)

(1)

 

(11)

Net loss, as adjusted

$

(739)

$

(74)

$

(665)

$

(280)

$

(385)

$

(110)

$

(275)

Adjusted Diluted Loss Per Share:

Diluted loss per share, as reported

$

(1.24)

$

(0.13)

$

(1.13)

$

(0.28)

$

(0.85)

$

(0.22)

$

(0.64)

Loss on impairment of assets

 

0.07

0.08

0.01

0.07

0.07

Loss on disposal of assets, net

 

0.22

0.23

0.23

0.23

Loss on impairment of investment in unconsolidated affiliate

 

0.01

0.01

Loss on conversion of debt to equity

0.04

 

0.03

 

 

 

 

 

(Gain) loss on retirement of debt

0.04

0.04

0.04

0.04

Discrete tax items

 

(0.10)

 

 

(0.10)

 

(0.09)

 

(0.01)

 

 

(0.01)

Diluted loss per share, as adjusted

$

(0.96)

$

(0.09)

$

(0.88)

$

(0.36)

$

(0.52)

$

(0.15)

$

(0.38)


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

QTD

YTD

  

09/30/24

09/30/24

06/30/24

06/30/24

03/31/24

 

Contract drilling revenues

$

2,572

$

948

$

1,624

$

861

$

763

Contract intangible asset amortization

4

4

4

Adjusted Contract Drilling Revenues

$

2,576

$

948

$

1,628

$

861

$

767

Net income (loss)

$

(519)

$

(494)

$

(25)

$

(123)

$

98

Interest expense, net of interest income

231

69

162

60

102

Income tax expense (benefit)

(66)

(31)

(35)

156

(191)

Depreciation and amortization

559

190

369

184

185

Contract intangible asset amortization

4

4

4

EBITDA

209

(266)

475

277

198

Loss on impairment of assets

772

629

143

143

Loss on impairment of investment in unconsolidated affiliates

5

5

4

1

Gain on retirement of debt

(161)

(21)

(140)

(140)

Adjusted EBITDA

$

825

$

342

$

483

$

284

$

199

Profit (loss) margin

(20.2)

%

(52.0)

%

(1.5)

%

(14.3)

%

12.9

%

EBITDA margin

8.1

%

(28.1)

%

29.2

%

32.2

%

25.8

%

Adjusted EBITDA margin

32.0

%

36.0

%

29.7

%

33.0

%

26.0

%

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/23

  

12/31/23

  

09/30/23

  

09/30/23

  

06/30/23

  

06/30/23

  

03/31/23

Contract drilling revenues

$

2,832

$

741

$

2,091

$

713

$

1,378

$

729

$

649

Contract intangible asset amortization

52

7

45

8

37

19

18

Adjusted Contract Drilling Revenues

$

2,884

$

748

$

2,136

$

721

$

1,415

$

748

$

667

Net loss

$

(954)

$

(104)

$

(850)

$

(220)

$

(630)

$

(165)

$

(465)

Interest expense, net of interest income

594

(13)

607

220

387

157

230

Income tax expense (benefit)

13

21

(8)

(43)

35

(16)

51

Depreciation and amortization

744

184

560

192

368

186

182

Contract intangible asset amortization

52

7

45

8

37

19

18

EBITDA

449

95

354

157

197

181

16

Loss on impairment of assets

57

(1)

58

5

53

53

Loss on disposal of assets, net

169

169

169

169

Loss on impairment of investment in unconsolidated affiliate

5

5

Loss on conversion of debt to equity

27

24

3

3

3

(Gain) loss on retirement of debt

31

(1)

32

32

32

Adjusted EBITDA

$

738

$

122

$

616

$

162

$

454

$

237

$

217

Loss margin

(33.7)

%

(14.0)

%

(40.7)

%

(30.9)

%

(45.7)

%

(22.6)

%

(71.6)

%

EBITDA margin

15.6

%

12.7

%

16.6

%

21.8

%

13.9

%

24.2

%

2.4

%

Adjusted EBITDA margin

25.6

%

16.3

%

28.9

%

22.5

%

32.1

%

31.7

%

32.5

%


TRANSOCEAN LTD. AND SUBSIDIARIES

SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS

(in millions, except tax rates)

Three months ended

Nine months ended

September 30, 

    

June 30,

    

September 30, 

September 30, 

September 30, 

 

2024

    

2024

    

2023

    

2024

    

2023

 

Income (loss) before income taxes

$

(525)

$

33

$

(263)

$

(585)

$

(858)

Loss on impairment of assets

629

143

5

772

58

Loss on disposal of assets, net

 

 

 

 

 

169

Loss on impairment of investment in unconsolidated affiliates

4

5

Loss on conversion of debt to equity

 

 

 

 

 

3

(Gain) loss on retirement of debt

 

(21)

 

(140)

 

 

(161)

 

32

Adjusted income (loss) before income taxes

$

83

$

40

$

(258)

$

31

$

(596)

Income tax expense (benefit)

$

(31)

$

156

$

(43)

$

(66)

$

(8)

Loss on impairment of assets

 

12

 

5

 

 

17

Loss on disposal of assets, net

 

 

 

 

 

Loss on impairment of investment in unconsolidated affiliates

Loss on conversion of debt to equity

 

 

 

 

 

(Gain) loss on retirement of debt

 

 

 

 

 

Changes in estimates (1)

38

2

65

161

77

Adjusted income tax expense (benefit) (2)

$

19

$

163

$

22

$

112

$

69

Effective Tax Rate (3)

6.0

%

474.5

%

16.3

11.3

%

0.9

%

Effective Tax Rate, excluding discrete items (4)

22.5

%

416.3

%

(8.7)

%

364.0

%

(11.7)

%

(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 September 30, 2024 included $283 million of additional tax benefit, reflecting the cumulative effect of a decrease in the annual effective tax rate from the previous quarter estimate.

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

(4) Our effective tax rate, excluding discrete items, is calculated as income tax expense or benefit, excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes), divided by income or loss before income taxes, 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.


Transocean Ltd. and subsidiaries

Non-GAAP Financial Measures and Reconciliations

Free Cash Flow and Levered Free Cash Flow

(in millions)

YTD

QTD

YTD

QTD

YTD

09/30/24

09/30/24

06/30/24

06/30/24

03/31/24

Cash provided by (used in) operating activities

$

241

$

194

$

47

$

133

$

(86)

Capital expenditures

(225)

(58)

(167)

(84)

(83)

Free Cash Flow

16

136

(120)

49

(169)

Debt repayments

(2,073)

(258)

(1,815)

(1,664)

(151)

Debt repayments, paid from debt proceeds

1,748

99

1,649

1,649

-

Levered Free Cash Flow

$

(309)

$

(23)

$

(286)

$

34

$

(320)

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/23

12/31/23

09/30/23

09/30/23

06/30/23

06/30/23

03/31/23

Cash provided by (used in) operating activities

$

164

$

98

$

66

$

(44)

$

110

$

157

$

(47)

Capital expenditures

(427)

(220)

(207)

(50)

(157)

(76)

(81)

Free Cash Flow

(263)

(122)

(141)

(94)

(47)

81

(128)

Debt repayments

(1,717)

(10)

(1,707)

(139)

(1,568)

(4)

(1,564)

Debt repayments, paid from debt proceeds

1,156

-

1,156

-

1,156

-

1,156

Levered Free Cash Flow

$

(824)

$

(132)

$

(692)

$

(233)

$

(459)

$

77

$

(536)

YTD

QTD

YTD

QTD

YTD

QTD

YTD

12/31/22

12/31/22

09/30/22

09/30/22

06/30/22

06/30/22

03/31/22

Cash provided by (used in) operating activities

$

448

$

178

$

270

$

230

$

40

$

41

$

(1)

Capital expenditures

(717)

(409)

(308)

(87)

(221)

(115)

(106)

Free Cash Flow

(269)

(231)

(38)

143

(181)

(74)

(107)

Debt repayments

(554)

(101)

(453)

(196)

(257)

(92)

(165)

Debt repayments, paid from debt proceeds

-

-

-

-

-

-

-

Levered Free Cash Flow

$

(823)

$

(332)

$

(491)

$

(53)

$

(438)

$

(166)

$

(272)


v3.24.3
Document and Entity Information
Oct. 30, 2024
Document and Entity Information  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name TRANSOCEAN LTD.
Entity Incorporation, State or Country Code V8
Entity File Number 001-38373
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 CH-6312
City Area Code +41 (41)
Local Phone Number 749-0500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Shares
Trading Symbol RIG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001451505
Amendment Flag false

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