Transocean Ltd.
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 30, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001451505-25-000079
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Liquidity and Capital ResourcesCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001451505-25-000123
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Liquidity and Capital ResourcesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 117 previous paragraphs and 117 current paragraphs.
71 unchanged; 33 reworded; 12 added; 8 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Share issuance—In September 2025, we issued 143.8 million Transocean Ltd. shares and received $421 million aggregate cash proceeds, net of issue costs. See “—Liquidity and Capital Resources.”
Current report
Debt issuance—On October 15, 2025, we issued $500 million aggregate principal amount of 7.875% senior guaranteed notes due October 2032 and received $492 million aggregate cash proceeds, net of issue costs. See “—Liquidity and Capital Resources.”
Current report
Debt redemption—In October 2025, we made an aggregate cash payment of $903 million, including related costs, to fully redeem $655 million aggregate principal amount of 8.00% senior notes due February 2027 and $248 million aggregate principal amount of 6.875% senior secured notes due February 2027. See “—Liquidity and Capital Resources.”
Current report
Debt tender offers—In October 2025, we made an aggregate cash payment of $100 million, including related costs, to complete cash tender offers for $89 million aggregate principal amount of the validly tendered 7.35% senior notes due December 2041 and $16 million aggregate principal amount of the validly tendered 7.00% notes due June 2028. See “—Liquidity and Capital Resources.”
Current report
Drilling market—Our industry outlook remains positive, informed by numerous long-term forecasts indicating that hydrocarbons will continue to be a critical source of energy for the foreseeable future. In response to persistent geopolitical instability, supply chain vulnerabilities, and the limitations of renewable energy sources, many governments and operators worldwide are revising their energy strategies. Rather than transitioning away from fossil fuels, many policy makers are working to increase energy security with more diversified and resilient supply portfolios. This shift reflects a distinct trend and a growing recognition of the need for accessible, reliable, cost-effective,
Current report
Maintaining current oil and natural gas production levels will require both the development of existing discovered resources and continued investment in exploration to uncover new reserves. We believe that oil and natural gas producers will invest a greater portion of their budgets in offshore drilling, and particularly in deepwater, where resource potential and production longevity are high, to achieve their production and reserve replacement targets.
Current report
While geopolitical events, economic policy shifts and short-term production uncertainties all have an effect on hydrocarbon prices, we expect the economics of deepwater offshore drilling projects to remain favorable and supportive of investment. Deepwater and harsh environment fields also continue to afford strong returns and lower carbon intensity relative to other hydrocarbon sources, making them increasingly attractive targets for capital allocation.
Current report
We anticipate that demand for harsh environment rigs will continue to remain strong through the end of the decade, driven by both activity in Norway – the largest market for such rigs – and emerging opportunities in other geographies where harsh environment-capable rigs are suited. Several high-specification semisubmersible rigs that previously departed the region to work in other harsh environment markets, such as Namibia, Black Sea and Australia, may ultimately return depending upon regional and project-specific requirements.
Current report
Impairment of assets—In the three months ended September 30, 2025, we recognized a loss on impairment of the ultra-deepwater floatersDeepwater Champion, Discoverer Americas, Discoverer Clear Leaderand* Discoverer Indiaand the harsh environment floaterHenry Goodrich* together with related assets, which we determined were impaired at the time we classified them as held for sale. In the three months ended September 30, 2024, we recognized a loss on impairment ofDevelopment Driller III andDiscoverer Inspiration together with related assets, which we determined were impaired at the time we classified them as held for sale.
Current report
In the three months ended September 30, 2024, we recognized a net gain associated with the redemption of $91 million aggregate principal amount of the 11.50% Senior Guaranteed Notes due January 2027.
Current report
Nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
Current report
as held for sale or sold and (b) approximately $5 million resulting from costs associated with the early retirement of certain personnel in the nine months ended September 30, 2024.
Removed paragraphs (8)
Previous report
In addition to steadily increasing demand, the existing supply of oil and gas is depleting more rapidly than forecasted and requires replenishment. This is the result of the significant underinvestment in new exploration and field development projects by oil and gas producers over the last several years. We believe the combination of greater energy demand and the accelerating decline of existing reserves will result in oil and gas producers focusing on materially increasing their investment in exploration and development activities offshore, including in harsh environment and deepwater market sectors.
Previous report
We expect the price of oil will continue to exhibit volatility in response to numerous factors, including uncertainty about future output from the major oil and gas producing countries, geopolitical events, governmental economic policies and regulations, and global economic growth. Nevertheless, we expect project economics to remain at levels that are solidly supportive of investment in deepwater and harsh environment exploration and development projects. This is due, in part, to the favorable economic returns generated by deepwater and harsh environment fields, which have sizable and sustainable production volumes with relatively lower carbon intensity compared to other
Previous report
sources of hydrocarbons. Given this, we expect a significant portion of the spending in fossil fuel development will continue to be allocated to deepwater and harsh environment projects.
Previous report
We believe that the marketable supply of and demand for ultra-deepwater and harsh environment rigs will remain balanced with respect to the high-specification rigs preferred by many of our customers for their projects. We currently expect some increased pressure on rig utilization into 2026 for various reasons, including operators’ strategic decisions that impact project-specific timelines. This utilization pressure could continue to result in the scrapping of less competitive assets.
Previous report
We currently anticipate demand to begin to accelerate in Norway, the largest region for harsh environment rigs, in late 2026 and extend through the end of the decade. Several of the high-specification semisubmersible rigs that departed the region to work in other emerging harsh environment regions may ultimately return to fulfill the anticipated increase in demand in Norway. Current contract durations, including subsequent extensions applicable to most of these rigs, along with other factors affecting supply and demand for drilling rigs referenced above, are likely to continue to have a favorable influence on contracting activities.
Previous report
Six months ended June 30, 2025 compared to the six months ended June 30, 2024
Previous report
Contract drilling revenues—Contract drilling revenues increased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following: (a) approximately $85 million resulting from increased utilization, (b) approximately $70 million resulting from increased activity for the operations of the newbuildDeepwater Aquila, (c) approximately
Previous report
Impairment or disposal of assets—In the six months ended June 30, 2025, we recognized a loss on impairment of our held-for-sale assets, includingDevelopment Driller III,Discoverer Inspiration,Discoverer Luanda and* GSF Development Driller I*,* together with related assets. In the six months ended June 30, 2024, we recognized a loss on impairment of our held-for-sale assets, includingDeepwater Nautilus* and related assets.
Reworded paragraphs (33)
Previous wording
◾the addition of renewable or other energy alternatives to meet local, regional or global demand for energy, efforts by us or our customers, to reduce greenhouse gas emissions or operating intensity thereof;
Current wording
◾the addition of renewable or other energy alternatives to meet local, regional or global demand for energy, and efforts by us or our customers, to reduce greenhouse gas emissions or operating intensity thereof;
Previous wording
◾newbuild, upgrade, shipyard, reactivations and other capital projects, including the level of expected capital expenditures and the timing and cost of completing capital projects, delivery and operating commencement dates, relinquishment or abandonment, expected downtime and lost revenues;
Current wording
◾upgrade, shipyard, reactivations and other capital projects, including the level of expected capital expenditures and the timing and cost of completing capital projects, relinquishment or abandonment, expected downtime and lost revenues;
Previous wording
◾the cost and timing of acquisitions, reactivations and the proceeds and timing of dispositions;
Current wording
◾the cost and timing of acquisitions and reactivations, and the proceeds and timing of dispositions;
Previous wording
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us 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. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.
Current wording
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us 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 of which speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by law.
Previous wording
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of July 29, 2025, we owned or had partial ownership interests in and operated 32 mobile offshore drilling units, consisting of 24 ultra-deepwater floaters and eight harsh environment floaters.
Current wording
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of October 23, 2025, we owned or had partial ownership interests in and operated 27 mobile offshore drilling units, consisting of 20 ultra-deepwater floaters and seven harsh environment floaters.
Previous wording
Held-for-sale asset impairments—In the three and six months ended June 30, 2025, we recognized an aggregate loss of $1.14 billion ($1.13 billion, or $1.27 per diluted share, net of tax), associated with the impairment of two ultra-deepwater floaters, together with related assets, which we determined were impaired at the time we classified the assets as held for sale and two ultra-deepwater floaters, together with related assets, which were previously classified as held for sale and we determined were further impaired. See “—Operating Results.”
Current wording
Held-for-sale asset impairments—In the nine months ended September 30, 2025, we recognized an aggregate loss of $3.05 billion ($3.04 billion, or $3.34 per diluted share, net of tax), associated with the impairment of six ultra-deepwater floaters and one harsh environment floater, together with related assets, which we determined were impaired at the time we classified the assets as held for sale, and two ultra-deepwater floaters, together with related assets, which were previously classified as held for sale and we determined were further impaired. See “—Operating Results.”
Previous wording
Disposal of assets—In July 2025, we completed the sale ofDiscoverer Luanda andGSF Development Driller I, together with related assets, for aggregate net cash proceeds of $26 million. See “—Liquidity and Capital Resources.”
Current wording
Disposal of assets—In the nine months ended September 30, 2025, we completed the sale of the ultra-deepwater floatersDevelopment Driller III, Discoverer Inspiration,Discoverer Luanda andGSF Development Driller I, together with related assets, for aggregate net cash proceeds of $34 million. See “—Liquidity and Capital Resources.”
Previous wording
Debt exchanges—In June 2025, we entered into separate, individually negotiated agreements (as amended thereafter, the “Exchange Agreements”) with certain holders of the 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Exchangeable Bonds”), pursuant to which the holders agreed to exchange up to $157 million aggregate principal amount of such bonds. In June and July 2025, holders exchanged $157 million aggregate principal amount of 4.00% Exchangeable Bonds under the terms of the Exchange Agreements and received an aggregate 59.4 million Transocean Ltd. shares. See “—Operating Results” and “—Liquidity and Capital Resources.”
Current wording
Debt exchanges—In the nine months ended September 30, 2025, we entered into separate, individually negotiated agreements (as amended, the “Exchange Agreements”) with certain holders of the 4.00% senior guaranteed exchangeable bonds due December 2025 (the “4.00% Exchangeable Bonds”), pursuant to which the holders agreed to exchange up to $196 million aggregate principal amount of such bonds. In the nine months ended September 30, 2025, the holders exchanged $196 million aggregate principal amount of 4.00% Exchangeable Bonds under the terms of the Exchange Agreements and received an aggregate 73.3 million Transocean Ltd. shares. See “—Operating Results” and “—Liquidity and Capital Resources.”
Previous wording
Drilling market—Our industry outlook remains positive, informed by numerous long-term forecasts that indicate hydrocarbons will continue to be a critical source of energy for the foreseeable future, despite the significant relative growth in alternative energy technologies. Economic forecasts also project that many countries that are not members of the Organization for Economic Co-operation and Development will continue to experience rapid population growth and improving standards of living, which, with the addition of energy intensive new technologies, such as artificial intelligence, will compound the increase in energy demand well into the future. As a result, governments globally are rapidly revising their energy strategies to emphasize and secure expanded sources of energy rather than transitioning away from fossil fuels. These actions reflect a distinct trend that acknowledges the continuing need for accessible, reliable, cost-effective and transportable energy. We expect that this trend will continue and contribute to robust, long-term demand for oil and gas.
Current wording
and transportable energy, with offshore oil and gas increasingly viewed as a strategic asset. We expect that this trend will continue and contribute to robust, long-term demand for oil and gas.
Previous wording
While the long-term outlook for offshore drilling activity remains robust in every major deepwater geographic sector, our customers continue to be disciplined in their investment of capital. As anticipated, tendering activity and contract awards have improved in the second quarter of 2025, and additional contracts are expected to be awarded in late 2025 or early 2026 for work commencing in late 2026 or 2027.
Current wording
While the long-term outlook for offshore drilling activity remains robust in every major deepwater geographic sector, our customers are expected to remain disciplined in their investment of capital. As anticipated, tendering activity and contract awards have improved in the recent two quarters of 2025, and additional contracts are expected to be awarded through early 2026 for work commencing in late 2026 or 2027. Additional near-term pressure on utilization could result in the continued scrapping of assets as the industry rebalances rig supply and demand dynamics.
Previous wording
Contract drilling revenues—Contract drilling revenues increased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the following: (a) approximately $40 million resulting from increased activity for the operations of the newbuild ultra-deepwater floaterDeepwater Aquila, (b) approximately $35 million resulting from higher average daily revenues, (c) approximately $25 million resulting from increased utilization, (d) approximately $20 million resulting from increased reimbursement revenues and (e) approximately $5 million resulting from improved revenue efficiency for the remaining fleet.
Current wording
Contract drilling revenues—Contract drilling revenues increased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to the following: (a) approximately $30 million resulting from improved revenue efficiency for the fleet, (b) approximately $25 million resulting from higher average daily revenues, (c) approximately $15 million resulting from increased utilization and (d) approximately $10 million resulting from increased reimbursement revenues.
Previous wording
Costs and expenses—Operating and maintenance costs and expenses increased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following: (a) approximately $80 million resulting from increased activity for the operations of our active fleet, (b) approximately $35 million resulting from the operations of our newbuildDeepwater Aquila, (c) a non-cash loss of $34 million in the current period resulting from an unfavorable legal outcome, (d) approximately $25 million resulting from increased reimbursable costs and (e) approximately $20 million resulting from the effect of inflation on personnel and other operating costs. These increases were partially offset by the following: (a) approximately $25 million resulting from rigs classified as held for sale or sold, (b) approximately $10 million resulting from favorable currency exchange rates and (c) approximately $5 million resulting from costs associated with the early retirement of certain personnel in the six months ended June 30, 2024.
Current wording
Costs and expenses—Operating and maintenance costs and expenses increased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to the following: (a) approximately $10 million resulting from increased activity for the operations of our active fleet, (b) approximately $10 million resulting from increased reimbursable costs and (c) approximately $10 million resulting from the effect of inflation on personnel and other operating costs. These increases were partially offset by non-cash income of $10 million for a provision released in the current-year period resulting from a favorable legal outcome.
Previous wording
Depreciation and amortization expense decreased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to (a) $19 million resulting from rigs sold or classified as held for sale, partially offset by (b) $11 million resulting from one acquired harsh environment floater, one newbuild ultra-deepwater floater and other equipment placed into service.
Current wording
Depreciation and amortization expense decreased for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to $28 million resulting from rigs sold or classified as held for sale.
Previous wording
Other income and expense—Interest expense, net of amounts capitalized, increased in the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the following: (a) $40 million increased interest resulting from changes to the fair value of the bifurcated compound exchange feature embedded in the indenture governing the 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Exchangeable Bonds”), (b) $9 million increased interest resulting from debt issued
Current wording
Other income and expense—Interest expense increased in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to the following: (a) $88 million increased interest resulting from changes to the fair value of the bifurcated compound exchange feature embedded in the indenture governing the 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Exchangeable Bonds”), partially offset by (b) $11 million decreased interest resulting from debt repaid as scheduled or early retired.
Previous wording
Other expense, net, increased in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following: (a) a loss of $24 million associated with the issuance of additional Transocean Ltd. shares to certain holders of 4.00% Exchangeable Bonds in the current-year period pursuant to the Exchange Agreements, (b) a net increased loss of $19 million related to currency exchange rate changes and (c) decreased income of $9 million related to the non-service components of net periodic benefit income, partially offset by (d) increased income of $5 million associated with our dual-activity patent.
Current wording
Other expense, net, increased in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to a loss of $75 million associated with the issuance of, pursuant to the Exchange Agreements, additional Transocean Ltd. shares to certain holders of the 4.00% Exchangeable Bonds in the current-year period.
Previous wording
Income tax expense or benefit—In the three months ended June 30, 2025 and 2024, our effective tax rate was 14.2 percent and 474.5 percent, respectively, based on income or loss before income tax expense or benefit. In the three months ended June 30, 2025 and 2024, the effect of various discrete period tax items was a net tax benefit of $203 million and $7 million, respectively. In the three months ended June 30, 2025, such discrete items included changes to various uncertain tax positions, valuation allowances and rig-basis changes related to impairment. In the three months ended June 30, 2024, such discrete items included changes to deferred taxes due to a loss on the impairment of assets. In the three months ended June 30, 2025 and 2024, our effective tax rate, excluding discrete items, was 70.0 percent and 416.3 percent, respectively, based on income before income tax expense.
Current wording
Income tax expense or benefit—In the three months ended September 30, 2025 and 2024, our effective tax rate was (1.4) percent and 6.0 percent, respectively, based on loss before income tax expense or benefit. In the three months ended September 30, 2025 and 2024, the effect of various discrete period tax items was a net tax benefit of $6 million and $50 million, respectively. In the three months ended September 30, 2025, such discrete items included changes to various uncertain tax positions, valuation allowances, rig ownership changes and rig-basis changes related to impairments. In the three months ended September 30, 2024, such discrete items included changes to deferred taxes resulting from asset impairments and changes to valuation allowances. In the three months ended September 30, 2025 and 2024, our effective tax rate, excluding discrete items, was 34.8 percent and 22.5 percent, respectively, based on income before income tax expense.
Previous wording
$60 million resulting from higher average daily revenues, (d) approximately $35 million resulting from increased revenue efficiency for the fleet and (e) approximately $25 million resulting from increased reimbursement revenues. These increases were partially offset by approximately $10 million resulting from one less calendar day in the six months ended June 30, 2025.
Current wording
Contract drilling revenues—Contract drilling revenues increased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) approximately $105 million resulting from higher average daily revenues, (b) approximately $85 million resulting from increased utilization, (c) approximately $65 million resulting from increased activity for the operations of the newbuild ultra deepwater floaterDeepwater Aquila, (d) approximately $65 million resulting from increased revenue efficiency for the fleet and (e) approximately $40 million resulting from increased reimbursement revenues. These increases were partially offset by approximately $10 million resulting from one less calendar day in the nine months ended September 30, 2025.
Previous wording
Costs and expenses—Operating and maintenance costs and expenses increased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the following: (a) approximately $40 million resulting from increased activity for the operations of our active fleet, (b) approximately $20 million resulting from increased reimbursable costs, (c) approximately $15 million resulting from the operations of our newbuildDeepwater Aquila and (d) approximately $10 million resulting from the effect of inflation on personnel and other operating costs. These increases were partially offset by the following: (a) approximately $10 million resulting from rigs classified as held for sale and (b) approximately $5 million resulting from costs associated with the early retirement of certain personnel in the three months ended June 30, 2024.
Current wording
Costs and expenses—Operating and maintenance costs and expenses increased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) approximately $80 million resulting from increased activity for the operations of our active fleet, (b) approximately $40 million resulting from increased reimbursable costs (c) approximately $35 million resulting from the operations of our newbuildDeepwater Aquila, (d) approximately $30 million resulting from the effect of inflation on personnel and other operating costs and (e) a net non-cash loss of $24 million in the current-year period resulting from certain legal outcomes. These increases were partially offset by the following: (a) approximately $20 million resulting from rigs classified
Previous wording
Depreciation and amortization expense decreased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to (a) $34 million resulting from rigs sold or classified as held for sale and (b) $5 million resulting from assets that had reached the end of their useful lives or had been retired, partially offset by (c) $23 million resulting from one acquired harsh environment floater, one newbuild ultra-deepwater floater and other equipment placed into service.
Current wording
Depreciation and amortization expense decreased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) $63 million resulting from rigs sold or classified as held for sale and (b) $7 million resulting from assets that were retired or had reached the end of their useful lives, partially offset by (c) $24 million resulting from one acquired harsh environment floater, one newbuild ultra-deepwater floater and other equipment placed into service.
Previous wording
General and administrative costs and expenses decreased for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to (a) approximately $5 million resulting from decreased legal and professional fees and (b) approximately $4 million resulting from decreased personnel costs, primarily associated with the early retirement of certain personnel in the earlier year.
Current wording
General and administrative costs and expenses decreased for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) approximately $6 million resulting from decreased legal and professional fees, (b) approximately $4 million resulting from decreased personnel costs, primarily associated with the early retirement of certain personnel in the earlier year, and (c) approximately $4 million resulting from decreased technology costs.
Previous wording
Impairment or disposal of assets—In the three months ended June 30, 2025, we recognized a loss on impairment of our held-for-sale assets, including the ultra-deepwater floatersDevelopment Driller III,Discoverer Inspiration,Discoverer Luanda and* GSF Development Driller I*, together with related assets. In the three months ended June 30, 2024, we recognized a loss on impairment of our held-for-sale assets, including the ultra-deepwater floaterDeepwater Nautilus and related assets.
Current wording
Impairment or disposal of assets—In the nine months ended September 30, 2025, we recognized a loss on impairment ofDeepwater Champion,Discoverer Americas, Discoverer Clear Leader,* Discoverer India, Discoverer Luanda*,GSF Development Driller I* and Henry Goodrich** together with related assets, which we determined were impaired at the time we classified them as held for sale, andDevelopment Driller III* andDiscoverer Inspiration together with related assets, which we determined were further impaired. In the nine months ended September 30, 2024, we recognized a loss on impairment of the ultra-deepwater floatersDeepwater Nautilus,* Development Driller III* andDiscoverer Inspiration together with related assets, which we determined were impaired at the time we classified them as held for sale.
Previous wording
In the six months ended June 30, 2025 and 2024, we recognized an aggregate net gain or loss on disposal of assets unrelated to rig sales.
Current wording
In the nine months ended September 30, 2025 and 2024, we recognized a gain and a loss, respectively, associated with disposal of assets unrelated to rig sales.
Previous wording
Other income and expense—Interest expense, net of amounts capitalized, increased in the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to the following: (a) $49 million increased interest resulting from debt issued in the earlier year, (b) $15 million increased interest resulting from interest costs capitalized for our newbuild construction program completed in the earlier year and (c) $14 million increased interest resulting from changes to the fair value of the bifurcated compound exchange feature embedded in the indenture governing the 4.625% Exchangeable Bonds, partially offset by (d) $42 million decreased interest resulting from debt repaid as scheduled or early retired.
Current wording
Other income and expense—Interest expense, net of amounts capitalized, increased in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) $102 million increased interest resulting from changes to the fair value of the bifurcated compound exchange feature embedded in the indenture governing the 4.625% Exchangeable Bonds, (b) $49 million increased interest resulting from debt issued in the earlier year and (c) $15 million increased interest resulting from interest costs capitalized for our newbuild construction program completed in the earlier year, partially offset by (d) $53 million decreased interest resulting from debt repaid as scheduled or early retired.
Previous wording
In the three months ended June 30, 2024, we recognized a net gain on retirement of debt as follows: (a) an aggregate net gain of $144 million resulting from retirement of notes validly tendered in the tender offers completed in the period, partially offset by (b) an aggregate net loss of $4 million associated with the redemption and early retirement of $761 million aggregate principal amount of our debt securities.
Current wording
In the nine months ended September 30, 2024, we recognized a net gain on retirement of debt due to the following: (a) an aggregate net gain of $144 million resulting from retirement of $845 million aggregate principal amount of notes validly tendered in the tender offers completed in the period and (b) a net gain of $17 million associated with the redemption of $852 million aggregate principal amount of our debt securities.
Previous wording
Other expense, net, increased in the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the following: (a) a loss of $24 million associated with the issuance of additional Transocean Ltd. shares to certain holders of 4.00% Exchangeable Bonds in the current-year period pursuant to the Exchange Agreements, (b) a net increased loss of $10 million related to currency exchange rate changes and (c) decreased income of $4 million related to the non-service components of net periodic benefit income.
Current wording
Other expense, net, increased in the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily due to the following: (a) a loss of $99 million associated with the issuance of, pursuant to the Exchange Agreements, additional Transocean Ltd. shares to certain holders of 4.00% Exchangeable Bonds in the current-year period, (b) a net increased loss of $22 million related to currency exchange rate changes and (c) decreased income of $15 million related to the non-service components of net periodic benefit income.
Previous wording
Income tax expense or benefit—In the six months ended June 30, 2025 and 2024, our effective tax rate was 10.3 percent and 57.8 percent, respectively, based on loss before income tax benefit. In the six months ended June 30, 2025 and 2024, the effect of various discrete period tax items was a net tax benefit of $189 million and $128 million, respectively. In the six months ended June 30, 2025, such discrete items included changes to various uncertain tax positions, valuation allowances and rig-basis changes related to impairment. In the six months ended June 30, 2024, such discrete items included changes to deferred taxes due to rig ownership changes, rig movement and contract expirations across multiple jurisdictions. In the six months ended June 30, 2025 and 2024, our effective tax rate, excluding discrete items, was 268.9 percent and (179.3) percent, respectively, based on income or loss before income tax expense.
Current wording
Income tax expense or benefit—In the nine months ended September 30, 2025 and 2024, our effective tax rate was 3.0 percent and 11.3 percent, respectively, based on loss before income tax benefit. In the nine months ended September 30, 2025 and 2024, the effect of various discrete period tax items was a net tax benefit of $195 million and $178 million, respectively. In the nine months ended September 30, 2025, such discrete items included changes to various uncertain tax positions, valuation allowances, rig ownership changes and rig-basis changes related to impairments. In the nine months ended September 30, 2024, such discrete items included changes to deferred taxes resulting from operational and structural changes related to rig movements and asset impairments, changes to valuation allowances and settlements of various uncertain tax positions. In the nine months ended September 30, 2025 and 2024, our effective tax rate, excluding discrete items, was 86.6 percent and 364.0 percent, respectively, based on income or loss before income tax expense.
Previous wording
In the six months ended June 30, 2025, our primary source of cash was net cash provided by operating activities. Our primary uses of cash were debt repayments and capital expenditures.
Current wording
In the nine months ended September 30, 2025, our primary source of cash was net cash provided by operating activities. Our primary uses of cash were debt repayments and capital expenditures.
Previous wording
Net cash provided by operating activities increased primarily due to (a) increased cash received from customers, partially offset by (b) increased cash paid for interest.
Current wording
Net cash provided by operating activities increased primarily due to (a) increased cash received from customers and (b) decreased cash paid to suppliers, partially offset by (c) increased cash paid for personnel-related costs.
Previous wording
Net cash used in investing activities decreased primarily due to (a) reduced capital expenditures, resulting principally from the completion of our newbuild construction program in the earlier year, partially offset by (b) reduced proceeds from disposal of assets.
Current wording
Net cash used in investing activities decreased primarily due to (a) decreased capital expenditures, resulting principally from the completion of our newbuild construction program in the earlier year, partially offset by (b) decreased proceeds from disposal of assets.
Previous wording
Net cash used in financing activities increased primarily due to (a) net cash proceeds from the issuance of $900 million aggregate principal amount of 8.25% senior notes due May 2029 and $900 million aggregate principal amount of 8.50% senior secured notes due May 2031 in the earlier year with no comparable activity in the current-year period, partially offset by (b) decreased cash used to repay debt, resulting principally from the early retirement of $1.61 billion aggregate principal amount of certain of our debt securities in the prior-year period.
Current wording
Net cash used in financing activities decreased primarily due to (a) decreased cash used to repay debt, resulting principally from the early retirement of $1.70 billion aggregate principal amount of certain of our debt securities in redemptions and tender offers completed in the prior-year period and (b) net cash proceeds from the issuance of shares with no comparable activity in the prior-year period, partially offset by (c) net cash proceeds from the issuance of $900 million aggregate principal amount of 8.25% senior notes due May 2029 and $900 million aggregate principal amount of 8.50% senior secured notes due May 2031 in the prior-year period with no comparable activity in the current-year period.
Previous wording
Overview—We expect to use existing unrestricted cash balances, cash flows from operating activities, borrowings under our Secured Credit Facility, proceeds from the disposal of assets or proceeds from the issuance of debt or shares to fulfill anticipated near-term obligations, which may include capital expenditures, working capital and other operational requirements, scheduled debt maturities, or other debt-related deposits or reservations of unrestricted cash. At June 30, 2025, we had $377 million in unrestricted cash and cash equivalents and $395 million in restricted cash and cash equivalents. We have generated positive cash flows from operating activities over recent years and, although we cannot provide assurances, we expect that such cash flows will continue to be positive over the next year. For example, among other factors, if we incur costs for reactivation or contract preparation of multiple rigs or to otherwise assure the marketability of our fleet or general economic, financial, industry or business conditions deteriorate, our cash flows from operations may be reduced or negative.
Current wording
Overview—We expect to use existing unrestricted cash balances, cash flows from operating activities, borrowings under our Secured Credit Facility, proceeds from the disposal of assets or proceeds from the issuance of debt or shares to fulfill anticipated near-term obligations, which may include capital expenditures, working capital and other operational requirements, scheduled debt maturities, or other debt-related deposits or reservations of unrestricted cash. At September 30, 2025, we had $833 million in unrestricted cash and cash equivalents and $417 million in restricted cash and cash equivalents. We have generated positive cash flows from operating activities over recent years and, although we cannot provide assurances, we expect that such cash flows will continue to be positive over the next year. For example, among other factors, if we incur costs for reactivation or contract preparation of multiple rigs or to otherwise assure the marketability of our fleet or general economic, financial, industry or business conditions deteriorate, our cash flows from operations may be reduced or negative.
Previous wording
We have a Secured Credit Facility that provides us with a borrowing capacity of $510 million through its maturity on June 22, 2028. Our Secured Credit Facility, which is secured by, among other things, a lien on eight of our ultra-deepwater floaters and two of our harsh environment floaters, contains certain restrictive covenants, including a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral coverage ratio of 2.1 to 1.0 and a minimum liquidity requirement of $200 million, among others. The Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and permits, subject to certain conditions,
Current wording
We have a Secured Credit Facility that provides us with a borrowing capacity of $510 million through its maturity on June 22, 2028. Our Secured Credit Facility, which is secured by, among other things, a lien on eight of our ultra-deepwater floaters and two of our harsh environment floaters, contains certain restrictive covenants, including a minimum guarantee coverage ratio of 3.0 to 1.0, a minimum collateral
Previous wording
From time to time, we may review the possible disposition of certain drilling assets. As of June 30, 2025, we have classified as held for sale four ultra-deepwater floaters, together with related assets. We have committed to sell these drilling units for recycling, and considering market conditions, we may identify additional lower-specification drilling units to be sold for scrap, recycling or alternative purposes. See Notes to Condensed Consolidated Financial Statements—Note 5—Long-Lived Assets.
Current wording
From time to time, we may review the possible disposition of certain drilling assets. In the nine months ended September 30, 2025, we completed the disposal of four ultra-deepwater floaters, together with related assets, in sales for recycling. Additionally, as of September 30, 2025, we have classified as held for sale four ultra-deepwater floaters and one harsh environment floater, together with related assets, and we have committed to sell these drilling units for recycling. Considering market conditions, we may identify additional drilling units to be sold for scrap, recycling or alternative purposes. See Notes to Condensed Consolidated Financial Statements—Note 5—Long-Lived Assets.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
coverage ratio of 2.1 to 1.0 and a minimum liquidity requirement of $200 million, among others. The Secured Credit Facility also restricts the ability of Transocean Ltd. and certain of our subsidiaries to, among other things, merge, consolidate or otherwise make changes to the corporate structure, incur liens, incur additional indebtedness, enter into transactions with affiliates and permits, subject to certain conditions, us to pay dividends and repurchase our shares. For more information about our Secured Credit Facility and our outstanding debt instruments, see Notes to Condensed Consolidated Financial Statements—Note 6—Debt.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
In the three months ended June 30, 2025, we recognized an aggregate net gain on disposal of assets unrelated to rig sales.
Previous report — wording carried elsewhere
in the earlier year and (c) $8 million increased interest resulting from interest costs capitalized for our newbuild construction program completed in the earlier year, partially offset by (d) $14 million decreased interest resulting from debt repaid as scheduled or early retired.
Previous report — wording carried elsewhere
General and administrative costs and expenses decreased for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily due to approximately $7 million resulting from decreased personnel costs, primarily associated with the early retirement of certain personnel in the earlier year.
Previous report — wording carried elsewhere
In the six months ended June 30, 2024, we recognized a net gain on retirement of debt as follows: (a) an aggregate net gain of $144 million resulting from retirement of notes validly tendered in the tender offers completed in the period, partially offset by (b) an aggregate net loss of $4 million associated with the redemption and early retirement of $761 million aggregate principal amount of our debt securities.
Previous report — wording carried elsewhere
us to pay dividends and repurchase our shares. For more information about our Secured Credit Facility and our outstanding debt instruments, see Notes to Condensed Consolidated Financial Statements—Note 6—Debt.