Transocean Ltd.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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, 2026 · Filed Nov 3, 2026
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Notes to Condensed Consolidated Financial Statements
Note 1—Business
Overview
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 September 30, 2026, we owned or had partial ownership interests in and operated a fleet of 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships andseven harsh environment semisubmersibles.
Agreement to acquire Valaris Limited
On February 9, 2026, we and Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, ("Valaris") entered into a Business Combination Agreement (the "Agreement"), providing for the combination of Transocean and Valaris (the "Business Combination"). Pursuant to the Agreement, and on the terms and subject to the conditions thereof, we will acquire all of the issued and outstanding common shares, par value $0.01 each, of Valaris (the “Valaris Shares”) in exchange for Transocean Ltd. shares, par value $0.10 each, at an exchange ratio of 15.235 Transocean Ltd. shares for each Valaris Share. Pursuant to the Agreement, and on the terms and subject to the conditions thereof, at the time on which the order of the Supreme Court of Bermuda providing for its sanction of the Scheme of Arrangement is filed with the Registrar of Companies of Bermuda, the Business Combination will become effective and Valaris will become our wholly owned subsidiary. The board of directors of Transocean and Valaris each unanimously approved and declared advisable the Agreement and the transactions contemplated thereby, including the Business Combination. In the three and nine months ended September 30, 2026, we incurred acquisition costs of $10 million and $27 million, respectively, which hadno net tax effect, recorded in general and administrative costs and expenses.
Note 2—Significant Accounting Policies
Presentation—We prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission. Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. Such adjustments are considered to be of a normal recurring nature unless otherwise noted. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or for any future period. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, included in our annual report on Form 10K filed on February 23, 2026.
Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we must make judgments by applying estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to our income taxes, property and equipment, equity investments, contingencies, allowance for excess materials and supplies, assets held for sale, postemployment benefit plans and share-based compensation. We base our estimates and assumptions on historical experience and other factors that we believe are reasonable. Actual results could differ from such estimates.
Fair value measurements—We estimate fair value at an exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”). When a valuation requires multiple input levels, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.
Note 3—Accounting Standards Updates
Recently issued accounting standards updates not yet adopted
Disaggregated income statement expenses—Effective for the year ending December 31, 2027, we will adopt the accounting standards update that requires, in the notes to consolidated financial statements, disaggregated disclosures of certain categories of expenses that are included in expense line items on the face of the consolidated statements of operations. The disclosures will be required on an annual and interim basis. We will provide the new disclosures, as required, for annual periods beginning with our annual report on Form 10-K
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for the year ending December 31, 2027, and subsequently, for interim periods beginning with our quarterly report on Form 10-Q for the quarterly period ending March 31, 2028. We continue to evaluate the requirements. Although our adoption will require us to augment certain disclosures in the notes to consolidated financial statements, we do not expect such adoption to have a material effect on our consolidated statements of financial position, operations or cash flows.
Note 4—Unconsolidated Affiliate
Disposal—We hold equity investments in unconsolidated companies, including certain companies involved in researching and developing technology to improve efficiency, reliability, sustainability and safety for drilling and other activities. In the three and nine months ended September 30, 2026, we completed the sale of our equity investment in Enhanced Well Technologies Group AS, a company involved in providing well construction solutions, such as advanced managed pressure drilling and riserless mud recovery technologies, for cash proceeds of $39 million and recognized a gain of $19 million, which hadno net tax effect, recorded in other, net.
Note 5—Revenues
Overview—For most of our contracts with customers, our drilling services represent a single performance obligation that is satisfied over time, the duration of which varies by contract. As of September 30, 2026, the drilling contract with the longest expected remaining duration, excluding unexercised options, extends through April 2031.
Disaggregation—Our contract drilling revenues, disaggregated by asset group and by country in which they were earned, were as follows (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended September 30, · · · Nine months ended September 30, · | ||||||||||||||||||||||||||||||||||||||
| · · 2026 · · 2025 · · · 2026 · · 2025 | ||||||||||||||||||||||||||||||||||||||
| · · Ultra- · · Harsh · · · · Ultra- · · Harsh · · · · · Ultra- · · Harsh · · · · Ultra- · · Harsh · · | ||||||||||||||||||||||||||||||||||||||
| · · deepwater · · environment · · · · deepwater · · environment · · · · · deepwater · · environment · · · · deepwater · · environment · · | ||||||||||||||||||||||||||||||||||||||
| · · floaters · · floaters · · Total · · floaters · · floaters · · Total · · · floaters · · floaters · · Total · · floaters · · floaters · · Total | ||||||||||||||||||||||||||||||||||||||
| U.S. | $327 | | $— | | $327 | | $400 | | $— | | $400 | | $1,104 | | $— | | $1,104 | | $1,202 | | $— | | $1,202 | |||||||||||||||
| Brazil | | | 160 | | | — | | | 160 | | | 223 | | | — | | | 223 | | | | 559 | | | — | | | 559 | | | 636 | | | — | | | 636 | |
| Norway | | | — | | | 185 | | | 185 | | | — | | | 177 | | | 177 | | | | — | | | 541 | | | 541 | | | — | | | 476 | | | 476 | |
| Australia | | | — | | | 107 | | | 107 | | | — | | | 102 | | | 102 | | | | — | | | 316 | | | 316 | | | — | | | 277 | | | 277 | |
| Other countries (a) | | | 103 | | | 55 | | | 158 | | | 73 | | | 53 | | | 126 | | | | 298 | | | 166 | | | 464 | | | 215 | | | 116 | | | 331 | |
| Total contract drilling revenues | $590 | | $347 | | $937 | | $696 | | $332 | | $1,028 | | $1,961 | | $1,023 | | $2,984 | | $2,053 | | $869 | | $2,922 | |||||||||||||||
(a)The aggregate contract drilling revenues earned in other countries that individually represented less than 10 percent of total contract drilling revenues.
Contract liabilities—Contract liabilities for our contracts with customers were as follows (in millions):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · September 30, · · December 31, · | |||||||
| · · 2026 · · 2025 | |||||||
| Contract liabilities, recorded in other current liabilities | $133 | | $181 | | |||
| Contract liabilities, recorded in other long-term liabilities | | | 52 | | | 92 | |
| Total contract liabilities | $185 | | $273 | | |||
Significant changes in contract liabilities were as follows (in millions):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · Nine months ended September 30, · | |||||||
| · · 2026 · · 2025 · | |||||||
| Total contract liabilities, beginning of period | | $273 | | $443 | | ||
| Decrease due to recognition of revenues for goods and services | | | (154) | | | (187) | |
| Increase due to goods and services transferred over time | | | 66 | | | 51 | |
| Total contract liabilities, end of period | | $185 | | $307 | | ||
Pre-operating costs—In the three and nine months ended September 30, 2026, we recognized pre-operating costs of $15 million and $78 million, respectively, recorded in operating and maintenance costs. In the three and nine months ended September 30, 2025, we recognized pre-operating costs of $41 million and $120 million, respectively, recorded in operating and maintenance costs. At September 30, 2026 and December 31, 2025, the carrying amount of our unrecognized pre-operating costs to obtain contracts was $75 million and $136 million, respectively, recorded in other assets.
Note 6—Long-Lived Assets
Impairments—In the three and nine months ended September 30, 2025, we recognized an aggregate loss of $1.91 billion ($1.91 billion, or $1.98 per diluted share, net of tax) and $3.05 billion ($3.04 billion, or $3.34 per diluted share, net of tax), respectively, associated with the impairment of the ultra-deepwater floatersDeepwater Champion, Discoverer Americas, Discoverer Clear Leader, Discoverer India, Discoverer Luanda, GSF Development Driller I, and the harsh environment floaterHenry Goodrich, together with related assets, which we determined were impaired at the time that we classified the assets as held for sale, and the ultra-deepwater floaters
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Development Driller III andDiscoverer Inspiration, together with related assets, which were previously classified as held for sale and determined to be further impaired. We measured the impairment of the rigs and related assets as the amount by which the carrying amount exceeded the estimated fair value less costs to sell. We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including binding contracts or indicative market values for sale of the rigs and related assets for recycling.
Assets held for sale—At December 31, 2025, the aggregate carrying amount of our assets held for sale, includingDeepwater Champion,* Discoverer India and Henry Goodrich*, together with related assets, was $24 million.
Disposals—In the nine months ended September 30, 2026, we completed the sale ofDeepwater Champion,**Discoverer Indiaand* Henry Goodrich*, together with related assets, for aggregate net cash proceeds of $30 million, including $3 million received as a deposit in the year ended December 31, 2025, and we recognized an aggregate net gain of $6 million, which hadno net tax effect, associated with the disposal of the rigs and related assets. In the nine months ended September 30, 2025, we completed the sale ofDevelopment Driller III,Discoverer Inspiration,Discoverer Luanda andGSF Development Driller I, together with related assets, for aggregate net cash proceeds of $34 million. In the nine months ended September 30, 2026 and 2025, we received aggregate net cash proceeds of $4 million and $10 million, respectively, and recognized an aggregate net loss of $1 million and an aggregate net gain of $8 million, respectively, associated with the disposal of assets unrelated to rig sales.
Note 7—Debt
Overview
Outstanding debt—The aggregate principal amounts and aggregate carrying amounts, including a bifurcated compound exchange feature and unamortized debt-related balances, such as discounts, premiums and issue costs, were as follows (in millions):
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Principal amount · · · Carrying amount | ||||||||||||||
| · · September 30, · · December 31, · · September 30, · · December 31, | ||||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 · | ||||||||||||||
| 7.45% Notes due April 2027 | | $52 | | $52 | | | $52 | | $52 | | ||||
| 8.00% Debentures due April 2027 | | | 22 | | | 22 | | | | 22 | | | 22 | |
| 4.50% Shipyard Loans due September 2027 | | | 111 | | | 209 | | | | 108 | | | 202 | |
| 8.375% Senior Secured Notes due February 2028 | | | — | | | 425 | | | | — | | | 421 | |
| 7.00% Notes due June 2028 | | | 209 | | | 209 | | | | 210 | | | 210 | |
| 8.00% Senior Secured Notes due September 2028 | | | 165 | | | 235 | | | | 164 | | | 233 | |
| 8.25% Senior Notes due May 2029 | | | 900 | | | 900 | | | | 891 | | | 889 | |
| 4.625% Senior Guaranteed Exchangeable Bonds due September 2029 | | | 259 | | | 259 | | | | 348 | | | 292 | |
| 8.75% Senior Secured Notes due February 2030 | | | 763 | | | 881 | | | | 753 | | | 868 | |
| 7.50% Notes due April 2031 | | | 396 | | | 396 | | | | 395 | | | 395 | |
| 8.50% Senior Notes due May 2031 | | | 900 | | | 900 | | | | 889 | | | 888 | |
| 7.875% Senior Guaranteed Notes due October 2032 | | | 500 | | | 500 | | | | 493 | | | 493 | |
| 6.80% Senior Notes due March 2038 | | | 610 | | | 610 | | | | 606 | | | 605 | |
| 7.35% Senior Notes due December 2041 | | | 88 | | | 88 | | | | 87 | | | 87 | |
| Total debt | | | 4,975 | | | 5,686 | | | | 5,018 | | | 5,657 | |
| | | | | | | | | | | | | | | |
| Less debt due within one year | | | | | | | | | | | | | | |
| 7.45% Notes due April 2027 | | | 52 | | | — | | | | 52 | | | — | |
| 8.00% Debentures due April 2027 | | | 22 | | | — | | | | 22 | | | — | |
| 4.50% Shipyard Loans due September 2027 | | | 111 | | | 136 | | | | 108 | | | 129 | |
| 8.375% Senior Secured Notes due February 2028 | | | — | | | 135 | | | | — | | | 133 | |
| 8.00% Senior Secured Notes due September 2028 | | | 165 | | | 70 | | | | 164 | | | 69 | |
| 8.75% Senior Secured Notes due February 2030 | | | 117 | | | 117 | | | | 114 | | | 114 | |
| Total debt due within one year | | | 467 | | | 458 | | | | 460 | | | 445 | |
| Total long-term debt | | $4,508 | | $5,228 | | | $4,558 | | $5,212 | | ||||
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Scheduled installments and maturities—At September 30, 2026, scheduled repayments were as follows (in millions):
| | | | | |
|---|---|---|---|---|
| · · Total | ||||
| Twelve months ending September 30, | | | | |
| 2027 | | $467 | | |
| 2028 | | | 327 | |
| 2029 | | | 1,277 | |
| 2030 | | | 411 | |
| 2031 | | | 1,296 | |
| Thereafter | | | 1,197 | |
| Total principal amount of debt | | | 4,975 | |
| Total unamortized debt-related balances, net | | | (124) | |
| Bifurcated compound exchange feature, at estimated fair value | | | 167 | |
| Total carrying amount of debt | | $5,018 | | |
Credit agreement
Secured Credit Facility—We have a secured revolving credit facility (the “Secured Credit Facility”) established under a bank credit agreement (as amended from time to time, the “Existing Credit Agreement”), which has a borrowing capacity of $510 million through its maturity on June 22, 2028. Throughout the term of the Secured Credit Facility, we pay a facility fee on the amount of the underlying commitment, which ranges from 0.375 percent to 1.00 percent based on the credit rating of the Secured Credit Facility. We may borrow under the Secured Credit Facility at a forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus a margin and a Term SOFR spread adjustment of 0.10 percent. The Secured Credit Facility is subject to permitted extensions and certain early maturity triggers, including if on any date the aggregate amount of scheduled principal repayments of indebtedness, with certain exceptions, due within 91 days thereof is equal to or in excess of $325 million and available cash is less than $250 million. The Secured Credit Facility permits us to increase the aggregate amount of commitments by up to $250 million. The Secured Credit Facility is guaranteed by Transocean Ltd. and certain wholly owned subsidiaries. At September 30, 2026, based on the credit rating of the Secured Credit Facility as of that date, the Secured Credit Facility Margin was 2.75 percent and the facility fee was 0.50 percent. At September 30, 2026, we hadno borrowings outstanding, $97 million of letters of credit issued, and we had $413 million of available borrowing capacity under the Secured Credit Facility.
Subsequent event—On October 15, 2026, we entered into an amended and restated bank credit agreement (the “Amended and Restated Credit Agreement”), which, upon its effectiveness, will amend and restate the Existing Credit Agreement. The effectiveness of the Amended and Restated Credit Agreement is subject to the closing of the Business Combination and the satisfaction or waiver of other conditions customary for a secured credit facility. Upon its effectiveness, the Amended and Restated Credit Agreement will, among other things, (a) extend the scheduled maturity date to October 2031 from June 2028, (b) increase the total amount of revolving commitments thereunder to $750 million from $510 million and (c) modify certain covenants and other terms thereunder. Under the Amended and Restated Credit Agreement, borrowings will continue to be guaranteed by Transocean Ltd. and certain wholly owned subsidiaries and secured by certain drilling rigs and related collateral. The Existing Credit Agreement remains in full force and effect until the Amended and Restated Credit Agreement becomes effective. The lenders’ commitments under the Amended and Restated Credit Agreement will automatically terminate if the conditions to its effectiveness are not satisfied or waived by May 9, 2027.
Exchangeable bonds
Interest expense—The 4.625% senior guaranteed exchangeable bonds due September 2029 (the “4.625% Exchangeable Bonds”) have an effective interest rate of 18.3%. We recognized interest expense for our exchangeable bonds as follows (in millions):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Nine months ended · | |||||||||||||
| · · September 30, · · September 30, · | |||||||||||||
| · · 2026 · · 2025 · · 2026 · · 2025 · | |||||||||||||
| Contractual interest | | $3 | | $3 | | $9 | | $14 | | ||||
| Amortization | | | 4 | | | 4 | | | 14 | | | 15 | |
| (Gain) loss on adjustment to bifurcated compound exchange feature | | | 22 | | | 14 | | | 41 | | | (51) | |
| Total | | $29 | | $21 | | $64 | | $(22) | | ||||
Bifurcated exchange feature and estimated fair value—Effective March 30, 2026, we may redeem for cash all or a portion of the 4.625% Exchangeable Bonds at a price equivalent to the aggregate principal amount to be redeemed if the closing price of our shares has been greater than 115 percent of the exchange price for a period of at least 20 trading days. If we give notice of our election to exercise the right to redeem, the indenture governing the 4.625% Exchangeable Bonds contains a compound exchange feature that, in addition to the exchange terms presented below, requires us to pay a make-whole premium of future interest through March 30, 2028 to any holders that exercise their right to exchange during the redemption notice period. Such compound exchange feature must be bifurcated from the host debt instrument since it is not considered indexed to our stock. Accordingly, we recognize changes to the liability for the estimated fair value of the bifurcated compound exchange feature with a corresponding adjustment to interest expense. At September 30, 2026 and
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December 31, 2025, the carrying amount of the bifurcated compound exchange feature, recorded as a component of the carrying amount of debt, was $167 million and $126 million, respectively.
At September 30, 2026, the estimated fair value of the 4.625% Exchangeable Bonds was $412 million. We estimated the fair value of the exchangeable debt instrument, including the exchange feature, by employing a binomial lattice model using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads of our debt and the expected volatility of the market price for our shares.
Exchange terms—At September 30, 2026, the 4.625% Exchangeable Bonds had the following exchange terms: (a) an exchange rate of 290.6618 Transocean Ltd. shares per $1,000 note, (b) an implied exchange price of $3.44 per Transocean Ltd. share and (c) an aggregate of 75.3 million shares issuable upon exchange of our exchangeable bonds. The exchange rate is subject to adjustment upon the occurrence of certain events. The 4.625% Exchangeable Bonds may be exchanged by holders at any time prior to the close of business on the second business day immediately preceding the maturity date or redemption date and, at our election, such exchange may be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares.
Exchanges—In the nine months ended September 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”). 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, which included an aggregate 35.9 million shares incremental to the number of shares issuable pursuant to the governing indenture based upon the principal amount exchanged. In the three and nine months ended September 30, 2025, we recognized a loss of $75 million and $99 million, respectively, recorded in other, net, which had no net tax effect, associated with these transactions. See Note 12—Equity.
Redemption and retirement
Early retirement—In March 2026, we made a cash payment of $365 million, including an early redemption premium, to retire the outstanding $358 million aggregate principal amount of the 8.375% senior secured notes due February 2028. In the nine months ended September 30, 2026, as a result of the early redemption, we recognized a loss of $11 million, which had no net tax effect, associated with the retirement of debt.
Subsequent event—In October 2026, we made a cash payment of $168 million, including an early redemption premium, to retire the outstanding $165 million aggregate principal amount of the 8.00% senior secured notes due September 2028.
Note 8—Benefit Plan
Plan termination—In September 2026, we completed steps to effectuate the termination of our U.S. qualified defined benefit plan with the purchase of an insurance buy-out contract under which the insurance company assumed all benefit obligations under the plan. In the three and nine months ended September 30, 2026, as a result of the transaction, we recognized a non-cash loss of $101 million ($62 million, or $0.05 per diluted share, net of tax), recorded in other, net, associated with the settlement of such benefit obligations. Following the transaction, the plan retained $44 million of excess plan assets, recorded in other assets, and we intend to redirect such assets to another benefit plan, as permitted under the U.S. Internal Revenue Code of 1986, as amended.
Note 9—Income Taxes
Tax provision and rate—In the nine months ended September 30, 2026 and 2025, our effective tax rate was (112.3) percent and 3.0 percent, respectively, based on income or loss before income taxes. In the nine months ended September 30, 2026 and 2025, the effect of various discrete period tax items was a net tax benefit of $271 million and $195 million, respectively. In the nine months ended September 30, 2026, such discrete items included changes to operating structures, various uncertain tax positions and valuation allowances, as well as the termination of our U.S. qualified defined benefit plan. 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 impairment. In the nine months ended September 30, 2026 and 2025, our effective tax rate, excluding discrete items, was 49.9 percent and 86.6 percent, respectively, based on income or loss before income taxes.
In the nine months ended September 30, 2025, we recognized a net tax benefit of $195 million, primarily resulting from a release of uncertain tax positions.
Tax positions and returns—We conduct operations through our various subsidiaries in countries throughout the world. Each country has its own tax regimes with varying nominal rates, deductions and tax attributes that are subject to changes resulting from new legislation, interpretation or guidance. From time to time, as a result of these changes, we may revise previously evaluated tax positions, which could cause us to adjust our recorded tax assets and liabilities. Tax authorities in certain jurisdictions are examining our tax returns and, in some cases, have issued assessments. We intend to defend our tax positions vigorously. Although we can provide no assurance as to the outcome of the aforementioned changes, examinations or assessments, we do not expect the ultimate liability to have a material
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adverse effect on our condensed consolidated statement of financial position or results of operations; however, it could have a material adverse effect on our condensed consolidated statement of cash flows.
Brazil tax investigations—In December 2005, the Brazilian tax authorities began issuing tax assessments with respect to our tax returns for the years 2000 through 2004. In May 2014, the Brazilian tax authorities issued an additional tax assessment for the years 2009 and 2010. We filed protests with the Brazilian tax authorities for the assessments and are engaged in the appeals process, and a portion of two cases were favorably closed. As of September 30, 2026, the remaining aggregate tax assessment, including interest and penalties, was for corporate income tax of BRL 539 million, equivalent to $104 million, and indirect tax of BRL 100 million, equivalent to $19 million. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. An unfavorable outcome on these proposed assessments could have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.
Note 10—Earnings (Loss) Per Share
The computations of basic and diluted earnings or loss per share were as follows (in millions, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended September 30, · · · Nine months ended September 30, · | ||||||||||||||||||||||||||
| · · 2026 · · 2025 · · · 2026 · · 2025 · | ||||||||||||||||||||||||||
| · · Basic · · Diluted · · Basic · · Diluted · · · Basic · · Diluted · · Basic · · Diluted · | ||||||||||||||||||||||||||
| Numerator for earnings (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $26 | | $26 | | $(1,923) | | $(1,923) | | | $267 | | $267 | | $(2,940) | | $(2,940) | | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Denominator for earnings (loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Weighted-average shares outstanding | | | 1,120 | | | 1,120 | | | 961 | | | 961 | | | | 1,116 | | | 1,116 | | | 911 | | | 911 | |
| Effect of share-based awards | | | — | | | 7 | | | — | | | — | | | | — | | | 8 | | | — | | | — | |
| Effect of warrants | | | — | | | — | | | — | | | — | | | | — | | | 2 | | | — | | | — | |
| Weighted-average shares for per share calculation | | | 1,120 | | | 1,127 | | | 961 | | | 961 | | | | 1,116 | | | 1,126 | | | 911 | | | 911 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Earnings (loss) per share | | $0.02 | | $0.02 | | $(2.00) | | $(2.00) | | | $0.24 | | $0.24 | | $(3.23) | | $(3.23) | | ||||||||
We excluded from the computations certain shares issuable as follows because the effect would have been antidilutive (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · Three months ended · · Nine months ended · | ||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · September 30, · · September 30, · | ||||||||||||||||||||||||||
| · · · · · · · · · · · · · · · 2026 · · 2025 · · 2026 · · 2025 · | ||||||||||||||||||||||||||
| Convertible debt instruments | | | | | | | | | | | | | | | | 75 | | | 88 | | | 75 | | | 109 | |
| Share-based awards | | | | | | | | | | | | | | | | 3 | | | 15 | | | 3 | | | 16 | |
| Warrants (a) | | | | | | | | | | | | | | | | — | | | — | | | — | | | — | |
| (a) | For the three and nine months ended September 30, 2025, the warrants were antidilutive since the exercise price was greater than the average price for our shares. |
Note 11—Contingencies
Legal proceedings
Asbestos litigation—In 2014, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in complaints filed in Louisiana. The plaintiffs, former employees of some of the defendants, generally allege that the defendants used or manufactured asbestos-containing drilling mud additives for use in connection with drilling operations, claiming negligence, products liability, strict liability and claims allowed under the Jones Act and general maritime law. One of our subsidiaries has been named in similar complaints filed in Illinois, Missouri and California. As of September 30, 2026, six plaintiffs have claims pending in Louisiana and 43 plaintiffs in the aggregate have claims pending in Illinois, Missouri and California, in which we have or may have an interest. We intend to defend these lawsuits vigorously, although we can provide no assurance as to the outcome. We historically have maintained broad liability insurance, although we can provide no assurance as to whether insurance will cover the liabilities, if any, arising out of these claims. Based on our evaluation of the exposure to date, we do not expect the liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.
One of our subsidiaries was named as a defendant, along with numerous other companies, in lawsuits arising out of the subsidiary’s manufacture and sale of heat exchangers, and involvement in the construction and refurbishment of major industrial complexes, alleging bodily injury or personal injury as a result of exposure to asbestos. As of September 30, 2026, the subsidiary was a defendant in approximately 669 lawsuits with a corresponding number of plaintiffs. For many of these lawsuits, we have not been provided sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The operating assets of the subsidiary were sold in 1989. We have a coverage-in-place agreement with certain insurers and additional funding from settlement agreements with other insurers. Overall, we believe the subsidiary
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has sufficient resources to respond to both the current lawsuits as well as future lawsuits of a similar nature. While we cannot predict or provide assurance as to the outcome of these matters, we do not expect the ultimate liability, if any, resulting from these claims to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.
Other matters—We are involved in various regulatory matters and a number of claims and lawsuits, asserted and unasserted, all of which have arisen in the ordinary course of our business. We do not expect the liability, if any, resulting from these other matters to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending, threatened, or possible litigation or liability. We can provide no assurance that our beliefs or expectations as to the outcome or effect of any tax, regulatory, lawsuit or other litigation matter will prove correct, and the eventual outcome of these matters could materially differ from management’s current estimates.
Environmental matters
We have certain potential liabilities under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state acts regulating cleanup of hazardous substances at various waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site. It is difficult to quantify the potential cost of environmental matters and remediation obligations. Liability is strict and can be joint and several.
One of our subsidiaries was named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs agreed, under a participation agreement with the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Department of Justice, to settle our potential liabilities by remediating the site. The remedial action for the site was completed in 2006. Our share of the ongoing operating and maintenance costs has been insignificant, and we do not expect any additional potential liabilities to be material. Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. Nevertheless, based on available information with respect to all environmental matters, including all related pending legal proceedings, asserted legal claims and known potential legal claims that are likely to be asserted, we do not expect the ultimate liability, if any, resulting from such matters, to have a material adverse effect on our condensed consolidated statement of financial position, results of operations or cash flows.
Note 12—Equity
Warrants—At December 31, 2025, we had 22.2 million outstanding warrants to acquire Transocean Ltd. shares, the aggregate carrying amount of which was $16 million, net of issue costs, recorded as a component of additional paid-in capital. The warrants could be exercised by holders at any time prior to the close of business on March 13, 2026 at an exercise price equal to $3.71 per share, and at our election, such exercise could be settled by delivering cash, Transocean Ltd. shares or a combination of cash and shares. In March 2026, holders of 22.2 million warrants exercised their rights to acquire Transocean Ltd. shares. We elected to settle the exercises by delivering Transocean Ltd. shares, and such settlement was based on an average price of $6.59 per share, representing the volume-weighted average trading price during the applicable settlement period following receipt of each exercise notice. In April 2026, we issued 9.7 million Transocean Ltd. shares, net of shares withheld to satisfy the exercise price.
Share issuance—In September 2025, we issued 143.8 million Transocean Ltd. shares in a public offering, including 4.0 million Transocean Ltd. shares issued to Perestroika (Cyprus) Ltd. (together with its subsidiaries, “Perestroika”), an entity affiliated with one of our directors that beneficially owns approximately 9 percent of our shares. In connection with the issuance, we received $421 million aggregate cash proceeds, net of issue costs, including $12 million from Perestroika.
In the three and nine months ended September 2025, we issued 54.7 million and 73.3 million Transocean Ltd. shares, respectively, with an aggregate fair value of $147 million and $196 million, respectively, to certain holders of the 4.00% Exchangeable Bonds pursuant to the Exchange Agreements. See Note 7—Debt.
Note 13—Financial Instruments
Overview—The carrying amounts and fair values of our financial instruments were as follows (in millions):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · September 30, 2026 · · December 31, 2025 | |||||||||||||
| · · Carrying · · Fair · · Carrying · · Fair | |||||||||||||
| · · amount · · value · · amount · · value | |||||||||||||
| Cash and cash equivalents | $499 | | $499 | | $620 | | $620 | | |||||
| Restricted cash and cash equivalents | | | 285 | | | 285 | | | 377 | | | 377 | |
| Short-term investments | | | 50 | | | 50 | | | — | | | — | |
| Total debt | | | 5,018 | | | 5,183 | | | 5,657 | | | 5,755 | |
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Cash and cash equivalents—Our cash and cash equivalents are primarily invested in demand deposits, short-term time deposits and money market funds. The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.
Restricted cash and cash equivalents—Our restricted cash and cash equivalents, which are subject to restrictions due to collateral requirements, legislation, regulation or court order, are primarily invested in demand deposits and money market funds. The carrying amount of our restricted cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.
Short-term investments—We occasionally invest cash in short-term investments, such as time deposits, that do not qualify as cash equivalents because the original maturities extend beyond three months. The carrying amount of such short-term investments, recorded in other current assets, represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.
Total debt—The carrying amount of our total debt represents the principal amount, together with unamortized discounts, premiums and issue costs. The carrying amount and fair value of our total debt includes amounts related to our exchangeable bonds (see Note 7—Debt). We estimated the fair value of our total debt using significant other observable inputs, representative of Level 2 fair value measurements, including the terms and credit spreads for the instruments and, with respect to our exchangeable bonds, the expected volatility of the market price for our shares.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.