8-K
Transocean Ltd. (RIG)
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): February 19, 2026
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<br><br>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 |
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Transocean Ltd.’s press release dated February 19, 2026, concerning financial results for the fourth quarter and full year 2025, furnished as Exhibit 99.1 to this report, is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure |
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We issue a report entitled “Transocean Fleet Status Report,” which includes drilling rig status and contract information. A report dated February 19, 2026, is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. You may subscribe to the Transocean “E-mail Alerts,” which based upon your selections will alert you to new Transocean press releases, financial and other updates. This free service will send you an automated email containing the Fleet Status Report press release and a link to our website: www.deepwater.com, where the reports are posted each quarter under “Investors/Fleet Status Report.” You may subscribe to this service in the footer of any of the website’s Investors pages by selecting “E-mail Alerts” then providing your email address. Please select the alerts to which you prefer to subscribe and click “Submit.”
| Item 9.01. | Financial Statements and Exhibits |
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(d) Exhibits
| <br><br> | |
|---|---|
| Number | Description |
| 99.1 | Press Release Reporting Fourth Quarter and Full Year 2025 Financial Results |
| 99.2 | Fleet Status Report dated February 19, 2026 |
| 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.
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|---|---|---|
| | TRANSOCEAN LTD. | |
| | | |
| | | |
| Date: February 19, 2026 | By | /s/ Debra Kupferman |
| | | Debra Kupferman |
| | | Authorized Person |
EXHIBIT 99.1
TRANSOCEAN LTD. REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS
STEINHAUSEN, Switzerland—February 19, 2026—Transocean Ltd. (NYSE: RIG) today reported financial results for the fourth quarter and full year of 2025. The Company will hold a conference call and webcast at 9 a.m. EST, 3 p.m. CET, on Friday, February 20, 2026, to discuss the results, with participation details included in this release. In addition, supplemental slides have been posted to the Investors section of the Company’s website at www.deepwater.com.
2025 Key points
| ● | Operating revenues were $3.965 billion, up 13% from $3.524 billion in 2024. |
|---|---|
| ● | Revenue efficiency^(1)^ was 96.5%, up from 94.5%. |
| --- | --- |
| ● | Net loss attributable to controlling interest was $2.915 billion, $3.04 per diluted share. |
| --- | --- |
| ● | Adjusted EBITDA of $1.37 billion, up from $1.148 billion or 19%. |
| --- | --- |
| ● | Cash flows from operations were $749 million, up $302 million or 68%. |
| --- | --- |
| ● | Free cash flow was $626 million, up $433 million from $193 million. |
| --- | --- |
| ● | Total principal amount of debt reduced to $5.686 billion, down $1.258 billion or 18%. |
| --- | --- |
| ● | Total liquidity of $1.507 billion, including undrawn revolving credit facility. |
| --- | --- |
| ● | Added $839 million in contract backlog^(2)^ at a weighted average dayrate of $453,000. |
| --- | --- |
“During 2025, we took significant strides to strengthen our capital structure, sustainably lowering costs, and ensuring we continue to deliver best in class service to our customers around the world,” said President and Chief Executive Officer, Keelan Adamson. “At just shy of 98%, we delivered our best uptime performance on record while making significant progress in strengthening our balance sheet by retiring approximately $1.3 billion in debt principal and saving nearly $90 million in annualized interest expense.
“In 2026, Transocean achieves its 100th year as a company. As we proudly celebrate this centennial milestone, our primary objective will be to exceed our customers’ expectations by delivering safe, efficient, and reliable operations, thereby creating value for our shareholders.
“We believe that our recently announced definitive agreement to combine with Valaris is entirely consistent with these objectives. Customers and investors alike will benefit from the expanded fleet of best-in-class, high-specification rigs and strong pro forma cash flow which improves our financial flexibility, enables accelerated debt reduction, and continued investment in our people, assets, and technologies to enhance the delivery of our services.”
Full Year 2025 Financial Summary
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Years ended December 31, | | sequential | ||||||||
| | 2025 | | 2024 | | change | ||||||
| (In millions, except per share amounts and percentages) | | | | | | | | | | | |
| Contract drilling revenues | $ | 3,965 | | | $ | 3,524 | | | $ | 441 | |
| Revenue efficiency | | 96.5 | % | | | 94.5 | % | | | | |
| Operating and maintenance expense | $ | 2,406 | | | $ | 2,199 | | | $ | (207) | |
| Net loss attributable to controlling interest | $ | (2,915) | | | $ | (512) | | | $ | (2,403) | |
| Basic loss per share | $ | (3.04) | | | $ | (0.60) | | | $ | (2.44) | |
| Diluted loss per share | $ | (3.04) | | | $ | (0.76) | | | $ | (2.28) | |
| | | | | | | | | | | | |
| Adjusted EBITDA | $ | 1,370 | | | $ | 1,148 | | | $ | 222 | |
| Adjusted EBITDA margin | | 34.6 | % | | | 32.5 | % | | | | |
| Adjusted net income (loss) | $ | 37 | | | $ | (54) | | | $ | 91 | |
| Adjusted diluted earnings (loss) per share | $ | 0.04 | | | $ | (0.26) | | | $ | 0.30 | |
Net loss attributable to controlling interest was $2.915 billion, $3.04 per diluted share.
Full year results included $2.952 billion, $3.08 per diluted share, net unfavorable items as follows:
| ● | $3.036 billion, $3.16 per diluted share, loss on impairment of assets, net of tax; and |
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| ● | $99 million, $0.10 per diluted share, loss on conversion of debt to equity. |
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These are partially offset by:
| ● | $179 million, $0.18 per diluted share, discrete tax items; and |
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| ● | $4 million of other favorable items, net. |
| --- | --- |
Excluding these net unfavorable items, Adjusted Net Income was $37 million, $0.04 per diluted share.
Total shares outstanding were 1.1 billion at December 31, 2025.
4Q25 Financial Summary
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three months ended | | | | | | Three months ended | | | | | ||||||||
| | December 31, | | September 30, | | sequential | | December 31, | | year-over-year | ||||||||||
| | 2025 | | 2025 | | change | | 2024 | | change | ||||||||||
| (In millions, except per share amounts and percentages) | | | | | | | | | | | | | | | | | | | |
| Contract drilling revenues | $ | 1,043 | | | $ | 1,028 | | | $ | 15 | | | $ | 952 | | | $ | 91 | |
| Revenue efficiency | | 96.2 | % | | | 97.5 | % | | | | | | | 93.5 | % | | | | |
| Operating and maintenance expense | $ | 605 | | | $ | 584 | | | $ | (21) | | | $ | 579 | | | $ | (26) | |
| Net income (loss) attributable to controlling interest | $ | 25 | | | $ | (1,923) | | | $ | 1,948 | | | $ | 7 | | | $ | 18 | |
| Basic earnings (loss) per share | $ | 0.02 | | | $ | (2.00) | | | $ | 2.02 | | | $ | 0.01 | | | $ | 0.01 | |
| Diluted earnings (loss) per share | $ | 0.02 | | | $ | (2.00) | | | $ | 2.02 | | | $ | (0.11) | | | $ | 0.13 | |
| | | | | | | | | | | | | | | | | | | | |
| Adjusted EBITDA | $ | 385 | | | $ | 397 | | | $ | (12) | | | $ | 323 | | | $ | 62 | |
| Adjusted EBITDA margin | | 36.8 | % | | | 38.7 | % | | | | | | | 33.9 | % | | | | |
| Adjusted net income | $ | 21 | | | $ | 62 | | | $ | (41) | | | $ | 27 | | | $ | (6) | |
| Adjusted diluted earnings (loss) per share | $ | 0.02 | | | $ | 0.06 | | | $ | (0.04) | | | $ | (0.09) | | | $ | 0.11 | |
| ● | Net income attributable to controlling interest of $25 million, $0.02 per diluted share. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| ● | Cash provided by operating activities was $349 million, up 42% compared to prior quarter and was primarily related to working capital improvements. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| ● | Contract drilling revenues were $1.043 billion, up 1.5% compared to prior quarter, primarily related to improved rig utilization, partially offset by slightly lower revenue efficiency across the fleet. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| ● | Operating and maintenance expense was $605 million, up 3.6% compared to prior quarter, primarily related to four rigs undergoing recertifications or shipyard maintenance, partially offset by lower costs on rigs sold or classified as held for sale. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| ● | Interest expense was $132 million, excluding the effect of the bifurcated exchange feature of the 4.625% exchangeable bonds due 2029, down 6% compared to prior quarter, primarily due to our debt reduction efforts achieved in the fourth quarter. | ||||||||||||||||||
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| ● | Capital expenditures were $28 million. | ||||||||||||||||||
| --- | --- | ||||||||||||||||||
| ● | The Effective Tax Rate^(3)^ was 68.8%, up from (1.4)% in the prior quarter. The increase was primarily due to losses on rig impairments in the prior quarter. Excluding discrete items, the Effective Tax Rate was 72.3% compared to 34.8% in the previous quarter. Cash taxes paid in the period were $18 million. | ||||||||||||||||||
| --- | --- |
Fleet Status Report and contract backlog
| ● | We published our Fleet Status Report today. Since the October 2025 report, we added 10 new fixtures with an aggregate incremental backlog of approximately $610 million and a weighted average dayrate of $417,000 per day. |
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| ● | As of February 19, 2026, the total backlog is approximately $6.1 billion. |
| --- | --- |
2026 First Quarter and Full Year OUTLOOK
The following table includes guidance on key items for the first quarter and full year of 2026:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | 1Q26E | | | | FY26E | |
| (In millions, except percentages) | | | | | | | |
| Contract drilling revenues | $ | 1,020 – 1,050 | | | $ | 3,800 – 3,950 | |
| Revenue efficiency, fleet wide^(1)^ | | 96.50% | | | | 96.50% | |
| | | | | | | | |
| Selected costs and expenses | | | | | | | |
| Operating and maintenance expense | $ | 605 – 625 | | | $ | 2,250 – 2,375 | |
| General and administrative | $ | 40 – 50 | | | $ | 170 – 180 | |
| Interest expense | $ | 125 | | | $ | 480 | |
| Interest income | $ | (5) – (10) | | | $ | (30) – (35) | |
| | | | | | | | |
| Capital expenditures | $ | 35 – 45 | | | $ | 130 | |
| Cash taxes | $ | 15 | | | $ | 85 – 90 | |
| Total liquidity | | not provided | | | $ | 1,600 – 1,700 | |
Conference Call Information
Transocean plans to host a conference call at 9 a.m. EST, 3 p.m. CET, on Friday, February 20, 2026, to discuss the results. To participate, dial +1 785-424-1619 approximately 15 minutes prior to the scheduled start time and refer to conference code 788952.
The call will be webcast in a listen-only mode at: www.deepwater.com, by selecting Investors, News, and Webcasts. Supplemental materials that may be referenced during the call will be available at: www.deepwater.com, by selecting Investors, Financial Reports.
A replay of the call will be available after 12 p.m. EST, 6 p.m. CET, on Friday, February 20, 2026. The replay, which will be archived for approximately 30 days, can be accessed at +1 402-220-6068, passcode 788952. The replay will also be available on the Company’s website.
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 EBITDA, Adjusted EBITDA, Adjusted Net Income and Free Cash Flow, 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 27 mobile offshore drilling units, consisting of 20 ultra-deepwater drillships and seven harsh environment semisubmersibles.
For more information about Transocean, please visit: www.deepwater.com.
Forward-Looking Statements
The statements described herein or in the Fleet Status Report 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,” “estimate,” “may,” “approximate,” “could,” “plan,” or other similar expressions. Forward-looking statements in the Fleet Status Report include, but are not limited to, statements involving 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, and the cost and timing of mobilizations and reactivations. 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, the level of activity in offshore oil and gas exploration and development, exploration success by
producers, 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 effects of the spread of and mitigation efforts by governments, businesses and individuals related to contagious illnesses, and other factors, including our expectations regarding the timing, completion and anticipated benefits of the proposed business combination with Valaris Limited, an exempted company limited by shares incorporated under the laws of Bermuda, and those and other risks discussed in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2024, 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 of which speaks only as of the date of the particular statement. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements 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.
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.” |
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| 2. | Contract backlog is defined as the maximum contractual operating dayrate multiplied by the number of days remaining in the firm contract period, including certain performance-based provisions for which achievement is probable, excluding provisions for mobilization, demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are not expected to be material to our contract drilling revenues. The contract backlog represents the maximum contract drilling revenues that can be earned considering the reported operating dayrate in effect during the firm contract period. |
| --- | --- |
| 3. | 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.” |
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Analyst Contact:
Sarah Davidson
+1 713-232-7217
Media Contact:
Kristina Mays
+1 713-232-7734
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| TRANSOCEAN LTD. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (In millions, except per share data) |
| (Unaudited) |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Years ended December 31, | **** | |||||||
| | **** | 2025 | | 2024 | | 2023 | | |||
| | | | | | | | | | | |
| Contract drilling revenues | | $ | 3,965 | | $ | 3,524 | $ | 2,832 | | |
| | | | | | | | | | | |
| Costs and expenses | | | | | | | | | | |
| Operating and maintenance | | | 2,406 | | | 2,199 | | | 1,986 | |
| Depreciation and amortization | | | 659 | | | 739 | | | 744 | |
| General and administrative | | | 195 | | | 214 | | | 187 | |
| | | | 3,260 | | | 3,152 | | | 2,917 | |
| | | | | | | | | | | |
| Loss on impairment of assets | | | (3,049) | | | (772) | | | (57) | |
| Gain (loss) on disposal of assets, net | | | 7 | | | (17) | | | (183) | |
| Operating loss | | | (2,337) | | | (417) | | | (325) | |
| | | | | | | | | | | |
| Other income (expense), net | | | | | | | | | | |
| Interest income | | | 40 | | | 50 | | | 52 | |
| Interest expense, net of amounts capitalized | | | (555) | | | (362) | | | (646) | |
| Gain (loss) on retirement of debt | | | 3 | | | 161 | | | (31) | |
| Other, net | | | (99) | | | 45 | | | 9 | |
| | | | (611) | | | (106) | | | (616) | |
| | | | | | | | | | | |
| Loss before income taxes | | | (2,948) | | | (523) | | | (941) | |
| Income tax expense (benefit) | | | (33) | | | (11) | | | 13 | |
| | | | | | | | | | | |
| Net loss | | | (2,915) | | | (512) | | | (954) | |
| Net income attributable to noncontrolling interest | | | — | | | — | | | — | |
| Net loss attributable to controlling interest | | $ | (2,915) | | $ | (512) | $ | (954) | | |
| | | | | | | | | | | |
| Loss per share | | | | | | | | | | |
| Basic | | $ | (3.04) | | $ | (0.60) | $ | (1.24) | | |
| Diluted | | $ | (3.04) | | $ | (0.76) | | $ | (1.24) | |
| | | | | | | | | | | |
| Weighted-average shares outstanding | | | | | | | | | | |
| Basic | | | 960 | | | 850 | | | 768 | |
| Diluted | | | 960 | | | 925 | | | 768 | |
| |
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| TRANSOCEAN LTD. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (In millions, except share data) |
| (Unaudited) |
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | December 31, | **** | ||||
| | **** | 2025 | | 2024 | | ||
| Assets | | | | | | | |
| Cash and cash equivalents | | $ | 620 | | $ | 560 | |
| Accounts receivable, net | | | 540 | | | 564 | |
| Materials and supplies, net | | | 378 | | | 439 | |
| Assets held for sale | | | 24 | | | 343 | |
| Restricted cash and cash equivalents | | | 377 | | | 381 | |
| Other current assets | | | 142 | | | 165 | |
| Total current assets | | | 2,081 | | | 2,452 | |
| | | | | | | | |
| Property and equipment | | | 17,451 | | | 22,417 | |
| Less accumulated depreciation | | | (4,874) | | | (6,586) | |
| Property and equipment, net | | | 12,577 | | | 15,831 | |
| | | | | | | | |
| Deferred tax assets, net | | | 61 | | | 45 | |
| Other assets | | | 923 | | | 1,043 | |
| Total assets | | $ | 15,642 | | $ | 19,371 | |
| | | | | | | | |
| Liabilities and equity | | | | | | | |
| Accounts payable | | $ | 242 | | $ | 255 | |
| Accrued income taxes | | | 22 | | | 31 | |
| Debt due within one year | | | 445 | | | 686 | |
| Other current liabilities | | | 627 | | | 691 | |
| Total current liabilities | | | 1,336 | | | 1,663 | |
| | | | | | | | |
| Long-term debt | | | 5,212 | | | 6,195 | |
| Deferred tax liabilities, net | | | 404 | | | 499 | |
| Other long-term liabilities | | | 582 | | | 729 | |
| Total long-term liabilities | | | 6,198 | | | 7,423 | |
| | | | | | | | |
| Commitments and contingencies | | | | | | | |
| | | | | | | | |
| Shares, $0.10 par value, 1,204,009,681 authorized, 141,262,093 conditionally authorized, 1,204,009,681 issued | | | | | | | |
| and 1,101,528,481 outstanding at December 31, 2025, and 1,057,879,029 authorized, 141,262,093 conditionally | | | | | | | |
| authorized, 940,828,901 issued and 875,830,772 outstanding at December 31, 2024 | | | 110 | | | 87 | |
| Additional paid-in capital | | | 15,604 | | | 14,880 | |
| Accumulated deficit | | | (7,460) | | | (4,545) | |
| Accumulated other comprehensive loss | | | (146) | | | (138) | |
| Total controlling interest shareholders’ equity | | | 8,108 | | | 10,284 | |
| Noncontrolling interest | | | — | | | 1 | |
| Total equity | | | 8,108 | | | 10,285 | |
| Total liabilities and equity | | $ | 15,642 | | $ | 19,371 | |
| |
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| TRANSOCEAN LTD. AND SUBSIDIARIES |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (In millions) |
| (Unaudited) |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Years ended December 31, | **** | |||||||
| | | 2025 | | 2024 | | 2023 | | |||
| Cash flows from operating activities | | | | | | | | | | |
| Net loss | $ | (2,915) | | $ | (512) | | $ | (954) | | |
| Adjustments to reconcile to net cash provided by operating activities: | | | | | | | | | | |
| Amortization of contract intangible asset | | | — | | | 4 | | | 52 | |
| Depreciation and amortization | | | 659 | | | 739 | | | 744 | |
| Share-based compensation expense | | | 35 | | | 47 | | | 40 | |
| Loss on impairment of assets | | | 3,049 | | | 772 | | | 57 | |
| (Gain) loss on disposal of assets, net | | | (7) | | | 17 | | | 183 | |
| Amortization of debt-related balances, net | | | 48 | | | 53 | | | 51 | |
| (Gain) loss on adjustment to bifurcated compound exchange feature | | | (10) | | | (214) | | | 127 | |
| (Gain) loss on retirement of debt | | | (3) | | | (161) | | | 31 | |
| Loss on conversion of debt to equity | | | 99 | | | — | | | 27 | |
| Loss on impairment of investment in unconsolidated affiliate | | | — | | | 5 | | | 5 | |
| Deferred income tax expense (benefit) | | | (111) | | | (42) | | | 18 | |
| Other, net | | | 14 | | | (19) | | | (1) | |
| Changes in contract liabilities, net | | | (170) | | | 45 | | | 70 | |
| Changes in deferred costs, net | | | 86 | | | (2) | | | (190) | |
| Changes in other operating assets and liabilities, net | | | (25) | | | (285) | | | (96) | |
| Net cash provided by operating activities | | | 749 | | | 447 | | | 164 | |
| | | | | | | | | | | |
| Cash flows from investing activities | | | | | | | | | | |
| Capital expenditures | | | (123) | | | (254) | | | (427) | |
| Investment in loans to unconsolidated affiliates | | | — | | | (3) | | | (3) | |
| Investment in equity of unconsolidated affiliates | | | — | | | — | | | (10) | |
| Proceeds from disposal of assets, net of costs to sell | | | 84 | | | 101 | | | 10 | |
| Proceeds from disposal of equity investment in unconsolidated affiliate | | | 6 | | | — | | | — | |
| Cash acquired in acquisition of unconsolidated affiliates | | | — | | | 5 | | | 7 | |
| Net cash used in investing activities | | | (33) | | | (151) | | | (423) | |
| | | | | | | | | | | |
| Cash flows from financing activities | | | | | | | | | | |
| Repayments of debt | | | (1,556) | | | (2,103) | | | (1,717) | |
| Proceeds from issuance of debt, net of issue costs | | | 492 | | | 1,770 | | | 1,983 | |
| Proceeds from issuance of shares, net of issue costs | | | 421 | | | — | | | — | |
| Other, net | | | (17) | | | (17) | | | (3) | |
| Net cash provided by (used in) financing activities | | | (660) | | | (350) | | | 263 | |
| | | | | | | | | | | |
| Net increase (decrease) in unrestricted and restricted cash and cash equivalents | | | 56 | | | (54) | | | 4 | |
| Unrestricted and restricted cash and cash equivalents, beginning of period | | | 941 | | | 995 | | | 991 | |
| Unrestricted and restricted cash and cash equivalents, end of period | $ | 997 | | $ | 941 | | $ | 995 | |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| TRANSOCEAN LTD. AND SUBSIDIARIES | |||||||||||
| FLEET OPERATING STATISTICS | |||||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | Three months ended | | | |||||||
| | | December 31, | | September 30, | | December 31, | | | |||
| Contract Drilling Revenues (in millions) | | 2025 | | 2025 | | 2024 | | | |||
| Ultra-deepwater floaters | | $ | 724 | | $ | 696 | | $ | 675 | | |
| Harsh environment floaters | | | 319 | | | 332 | | | 277 | | |
| Total contract drilling revenues | | $ | 1,043 | | $ | 1,028 | | $ | 952 | | |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three months ended | | | |||||||
| | | December 31, | | September 30, | | December 31, | | | |||
| Average Daily Revenue ^(1)^ | | 2025 | | 2025 | | 2024 | | | |||
| Ultra-deepwater floaters | | $ | 466,000 | | $ | 460,200 | | $ | 428,200 | | |
| Harsh environment floaters | | 449,800 | | 467,100 | | 452,600 | | | |||
| Total fleet average daily revenue | | $ | 461,300 | | $ | 462,300 | | $ | 434,700 | | |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |
| | | | Three months ended | | |||||||
| | | | December 31, | | September 30, | | December 31, | | |||
| Revenue Efficiency ^(2)^ | | | 2025 | | 2025 | | 2024 | | |||
| Ultra-deepwater floaters | | | 95.7 | % | | 96.2 | % | | 92.0 | % | |
| Harsh environment floaters | | | 97.2 | % | | 100.8 | % | | 97.6 | % | |
| Total fleet average revenue efficiency | | | 96.2 | % | | 97.5 | % | | 93.5 | % | |
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Three months ended | | |||||||
| | | | December 31, | | September 30, | | December 31, | | |||
| Utilization ^(3)^ | | | 2025 | | 2025 | | 2024 | | |||
| Ultra-deepwater floaters | | | 82.1 | % | | 71.0 | % | | 64.3 | % | |
| Harsh environment floaters | | | 96.6 | % | | 90.6 | % | | 75.0 | % | |
| Total fleet average rig utilization | | | 85.8 | % | | 76.0 | % | | 66.8 | % | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| ^(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)^ 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. | |||||||||||
| | | | | | | | | | | | |
| ^(3)^ 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. |
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | | QTD | | YTD | | |||||||
| | | 12/31/25 | | 12/31/25 | | 09/30/25 | | 09/30/25 | | 06/30/25 | | 06/30/25 | | 03/31/25 | ||||||||
| Adjusted Net Income (Loss) | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) attributable to controlling interest, as reported | | $ | (2,915) | | $ | 25 | | $ | (2,940) | | $ | (1,923) | | $ | (1,017) | | $ | (938) | | $ | (79) | |
| Restructuring costs | | | 3 | | | — | | | 3 | | | 3 | | | — | | | — | | | — | |
| Loss on impairment of assets, net of tax | | | 3,036 | | | — | | | 3,036 | | | 1,908 | | | 1,128 | | | 1,128 | | | — | |
| Gain on disposal of assets, net | | | (4) | | | (4) | | | — | | | — | | | — | | | — | | | — | |
| Loss on conversion of debt to equity | | | 99 | | | — | | | 99 | | | 75 | | | 24 | | | 24 | | | — | |
| Gain on retirement of debt | | | (3) | | | (3) | | | — | | | — | | | — | | | — | | | — | |
| Discrete tax items | | (179) | | 3 | | (182) | | (1) | | (181) | | (195) | | 14 | | |||||||
| Net income (loss), as adjusted | | $ | 37 | | $ | 21 | | $ | 16 | | $ | 62 | | $ | (46) | | $ | 19 | | $ | (65) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted Diluted Earnings (Loss) Per Share: | | | | | | | | | | | | | | | | | | | | | | |
| Diluted earnings (loss) per share, as reported | | $ | (3.04) | | $ | 0.02 | | $ | (3.23) | | $ | (2.00) | | $ | (1.15) | | $ | (1.06) | | $ | (0.11) | |
| Restructuring costs | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Loss on impairment of assets, net of tax | | | 3.16 | | | — | | | 3.34 | | | 1.98 | | | 1.27 | | | 1.27 | | | — | |
| Gain on disposal of assets, net | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Loss on conversion of debt to equity | | | 0.10 | | | — | | | 0.11 | | | 0.08 | | | 0.03 | | | 0.03 | | | — | |
| Gain on retirement of debt | | — | | — | | — | | — | | — | | — | | — | | |||||||
| Discrete tax items | | (0.18) | | — | | (0.20) | | — | | (0.20) | | (0.22) | | 0.01 | | |||||||
| Dilutive effect, 4.625% exchangeable bonds due December 2029 | | | — | | | — | | | (0.03) | | | — | | | (0.05) | | | (0.02) | | | — | |
| Diluted earnings (loss) per share, as adjusted | | $ | 0.04 | | $ | 0.02 | | $ | (0.01) | | $ | 0.06 | | $ | (0.10) | | $ | — | | $ | (0.10) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | YTD | | QTD | | YTD | | QTD | | YTD | | QTD | | YTD | **** | |||||||
| | | 12/31/24 | | 12/31/24 | | 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 | | $ | (512) | | $ | 7 | | $ | (519) | | $ | (494) | | $ | (25) | | $ | (123) | | $ | 98 | |
| Loss on impairment of assets, net of tax | | | 755 | | | — | | | 755 | | | 617 | | | 138 | | | 138 | | | — | |
| Loss on impairment of investment in unconsolidated affiliates | | | 5 | | | — | | | 5 | | | — | | | 5 | | | 4 | | | 1 | |
| Gain on retirement of debt | | | (161) | | | — | | | (161) | | | (21) | | | (140) | | | (140) | | | — | |
| Discrete tax items | | (141) | | 20 | | (161) | | (38) | | (123) | | (2) | | (121) | | |||||||
| Net income (loss), as adjusted | | $ | (54) | | $ | 27 | | $ | (81) | | $ | 64 | | $ | (145) | | $ | (123) | | $ | (22) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted Diluted Earnings (Loss) Per Share: | | | | | | | | | | | | | | | | | | | | | | |
| Diluted earnings (loss) per share, as reported | | $ | (0.76) | | $ | (0.11) | | $ | (0.65) | | $ | (0.58) | | $ | (0.03) | | $ | (0.15) | | $ | 0.11 | |
| Loss on impairment of assets, net of tax | | | 0.82 | | | — | | | 0.82 | | | 0.64 | | | 0.17 | | | 0.17 | | | — | |
| Loss on impairment of investment in unconsolidated affiliates | | | 0.01 | | | — | | | 0.01 | | | — | | | — | | | — | | | — | |
| Gain on retirement of debt | | (0.18) | | — | | (0.18) | | (0.02) | | (0.17) | | (0.17) | | — | | |||||||
| Discrete tax items | | (0.15) | | 0.02 | | (0.18) | | (0.04) | | (0.15) | | — | | (0.14) | | |||||||
| Diluted loss per share, as adjusted | | $ | (0.26) | | $ | (0.09) | | $ | (0.18) | | $ | — | | $ | (0.18) | | $ | (0.15) | | $ | (0.03) | |
| | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | | QTD | | YTD | | |||||||
| | | 12/31/25 | 12/31/25 | 09/30/25 | 09/30/25 | 06/30/25 | 06/30/25 | 03/31/25 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Contract drilling revenues | | $ | 3,965 | | $ | 1,043 | | $ | 2,922 | | $ | 1,028 | | $ | 1,894 | | $ | 988 | | $ | 906 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (2,915) | | $ | 25 | | $ | (2,940) | | $ | (1,923) | | $ | (1,017) | | $ | (938) | | $ | (79) | |
| Interest expense, net of interest income | | | 515 | | | 163 | | | 352 | | | 142 | | | 210 | | | 102 | | | 108 | |
| Income tax expense (benefit) | | | (33) | | | 57 | | | (90) | | | 26 | | | (116) | | | (155) | | | 39 | |
| Depreciation and amortization | | | 659 | | | 147 | | | 512 | | | 161 | | | 351 | | | 175 | | | 176 | |
| EBITDA | | | (1,774) | | | 392 | | | (2,166) | | | (1,594) | | | (572) | | | (816) | | | 244 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Restructuring costs | | | 3 | | | — | | | 3 | | | 3 | | | — | | | — | | | — | |
| Loss on impairment of assets | | | 3,049 | | | — | | | 3,049 | | | 1,913 | | | 1,136 | | | 1,136 | | | — | |
| Gain on disposal of assets, net | | | (4) | | | (4) | | | — | | | — | | | — | | | — | | | — | |
| Gain on retirement of debt | | | (3) | | | (3) | | | — | | | — | | | — | | | — | | | — | |
| Loss on conversion of debt to equity | | | 99 | | | — | | | 99 | | | 75 | | | 24 | | | 24 | | | — | |
| Adjusted EBITDA | | $ | 1,370 | | $ | 385 | | $ | 985 | | $ | 397 | | $ | 588 | | $ | 344 | | $ | 244 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Profit (loss) margin | | | (73.5) | % | | 2.4 | % | | (100.6) | % | | (187.0) | % | | (53.7) | % | | (94.9) | % | | (8.7) | % |
| EBITDA margin | | | (44.8) | % | | 37.5 | % | | (74.1) | % | | (154.9) | % | | (30.2) | % | | (82.5) | % | | 26.9 | % |
| Adjusted EBITDA margin | | | 34.6 | % | | 36.8 | % | | 33.8 | % | | 38.7 | % | | 31.1 | % | | 34.9 | % | | 26.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | YTD | | QTD | | YTD | | QTD | | YTD | | QTD | | YTD | | |||||||
| | | 12/31/24 | | 12/31/24 | | 09/30/24 | | 09/30/24 | | 06/30/24 | | 06/30/24 | | 03/31/24 | | |||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Contract drilling revenues | | $ | 3,524 | | $ | 952 | | $ | 2,572 | | $ | 948 | | $ | 1,624 | | $ | 861 | | $ | 763 | |
| Contract intangible asset amortization | | | 4 | | | — | | | 4 | | | — | | | 4 | | | — | | | 4 | |
| Adjusted Contract Drilling Revenues | | $ | 3,528 | | $ | 952 | | $ | 2,576 | | $ | 948 | | $ | 1,628 | | $ | 861 | | $ | 767 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (512) | | $ | 7 | | $ | (519) | | $ | (494) | | $ | (25) | | $ | (123) | | $ | 98 | |
| Interest expense, net of interest income | | | 312 | | | 81 | | | 231 | | | 69 | | | 162 | | | 60 | | | 102 | |
| Income tax expense (benefit) | | | (11) | | | 55 | | | (66) | | | (31) | | | (35) | | | 156 | | | (191) | |
| Depreciation and amortization | | | 739 | | | 180 | | | 559 | | | 190 | | | 369 | | | 184 | | | 185 | |
| Contract intangible asset amortization | | | 4 | | | — | | | 4 | | | — | | | 4 | | | — | | | 4 | |
| EBITDA | | | 532 | | | 323 | | | 209 | | | (266) | | | 475 | | | 277 | | | 198 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Loss on impairment of assets | | | 772 | | | — | | | 772 | | | 629 | | | 143 | | | 143 | | | — | |
| Loss on impairment of investment in unconsolidated affiliates | | | 5 | | | — | | | 5 | | | — | | | 5 | | | 4 | | | 1 | |
| Gain on retirement of debt | | | (161) | | | — | | | (161) | | | (21) | | | (140) | | | (140) | | | — | |
| Adjusted EBITDA | | $ | 1,148 | | $ | 323 | | $ | 825 | | $ | 342 | | $ | 483 | | $ | 284 | | $ | 199 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Profit (loss) margin | | | (14.5) | % | | 0.7 | % | | (20.2) | % | | (52.0) | % | | (1.5) | % | | (14.3) | % | | 12.9 | % |
| EBITDA margin | | | 15.1 | % | | 33.9 | % | | 8.1 | % | | (28.1) | % | | 29.2 | % | | 32.2 | % | | 25.8 | % |
| Adjusted EBITDA margin | | | 32.5 | % | | 33.9 | % | | 32.0 | % | | 36.0 | % | | 29.7 | % | | 33.0 | % | | 26.0 | % |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | |
| TRANSOCEAN LTD. AND SUBSIDIARIES | | |||||||||||||||
| SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS | | |||||||||||||||
| (in millions, except tax rates) | | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Three months ended | | Years ended | | |||||||||||
| | | December 31, | | September 30, | | December 31, | | December 31, | | December 31, | ||||||
| | | 2025 | | 2025 | | 2024 | | 2025 | | 2024 | ||||||
| | | | | | | | | | | | | | | | | |
| Income (loss) before income taxes | | $ | 82 | | $ | (1,897) | | $ | 62 | | $ | (2,948) | | $ | (523) | |
| Restructuring costs | | | — | | | 3 | | | — | | | 3 | | | — | |
| Loss on impairment of assets | | | — | | | 1,913 | | | — | | | 3,049 | | | 772 | |
| Gain on disposal of assets, net | | (4) | | — | | — | | (4) | | — | | |||||
| Loss on impairment of investment in unconsolidated affiliates | | | — | | | — | | | — | | | — | | | 5 | |
| Loss on conversion of debt to equity | | — | | 75 | | — | | 99 | | — | | |||||
| Gain on retirement of debt | | (3) | | — | | — | | (3) | | (161) | | |||||
| Adjusted income before income taxes | | $ | 75 | | $ | 94 | | $ | 62 | | $ | 196 | | $ | 93 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Income tax expense (benefit) | | $ | 57 | | $ | 26 | | $ | 55 | | $ | (33) | | $ | (11) | |
| Restructuring costs | | — | | — | | — | | — | | | — | | ||||
| Loss on impairment of assets | | — | | 5 | | — | | 13 | | | 17 | | ||||
| Loss on impairment of investment in unconsolidated affiliates | | | — | | | — | | | — | | | — | | | — | |
| Loss on conversion of debt to equity | | — | | — | | — | | — | | — | | |||||
| Gain on retirement of debt | | — | | — | | — | | — | | — | | |||||
| Changes in estimates ^(1)^ | | | (3) | | | 1 | | | (20) | | | 179 | | | 141 | |
| Adjusted income tax expense | | $ | 54 | | $ | 32 | | $ | 35 | | $ | 159 | | $ | 147 | |
| | | | | | | | | | | | | | | | | |
| Effective Tax Rate ^(2)^ | | | 68.8 | % | | (1.4) | % | | 89.0 | % | | 1.1 | % | | 2.2 | % |
| | | | | | | | | | | | | | | | | |
| Effective Tax Rate, excluding discrete items ^(3)^ | | | 72.3 | % | | 34.8 | % | | 56.7 | % | | 81.2 | % | | 159.1 | % |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| ^(1)^ Our estimates change as we file tax returns, settle disputes with tax authorities, or become aware of changes in laws, operational changes and rig movements that have an effect on our (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities. | | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| ^(2)^Our effective tax rate is calculated as income tax expense or benefit divided by income or loss before income taxes. | | |||||||||||||||
| | | | | | | | | | | | | | | | | |
| ^(3)^ 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 | | QTD | | YTD | | |||||||
| | | 12/31/25 | | 12/31/25 | | 09/30/25 | | 09/30/25 | | 06/30/25 | | 06/30/25 | | 03/31/25 | | |||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| Cash provided by operating activities | | $ | 749 | | $ | 349 | | $ | 400 | | $ | 246 | | $ | 154 | | $ | 128 | | $ | 26 | |
| Capital expenditures | | | (123) | | | (28) | | | (95) | | | (11) | | | (84) | | | (24) | | | (60) | |
| Free Cash Flow | | | 626 | | | 321 | | | 305 | | | 235 | | | 70 | | | 104 | | | (34) | |
| Debt repayments | | | (1,556) | | | (1,106) | | | (450) | | | (210) | | | (240) | | | (30) | | | (210) | |
| Debt repayments, paid from debt proceeds | | | 492 | | | 492 | | | — | | | — | | | — | | | — | | | — | |
| Levered Free Cash Flow | | $ | (438) | | $ | (293) | | $ | (145) | | $ | 25 | | $ | (170) | | $ | 74 | | $ | (244) | |
| | | | | | | | | | | | | | | | | | | | | | | |
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| | | YTD | | QTD | | YTD | | QTD | | YTD | | QTD | | YTD | | |||||||
| | | 12/31/24 | | 12/31/24 | | 09/30/24 | | 09/30/24 | | 06/30/24 | | 06/30/24 | | 03/31/24 | | |||||||
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| Cash provided by (used in) operating activities | | $ | 447 | | $ | 206 | | $ | 241 | | $ | 194 | | $ | 47 | | $ | 133 | | $ | (86) | |
| Capital expenditures | | | (254) | | | (29) | | | (225) | | | (58) | | | (167) | | | (84) | | | (83) | |
| Free Cash Flow | | | 193 | | | 177 | | | 16 | | | 136 | | | (120) | | | 49 | | | (169) | |
| Debt repayments | | | (2,103) | | | (30) | | | (2,073) | | | (258) | | | (1,815) | | | (1,664) | | | (151) | |
| Debt repayments, paid from debt proceeds | | | 1,748 | | | — | | | 1,748 | | | 99 | | | 1,649 | | | 1,649 | | | — | |
| Levered Free Cash Flow | | $ | (162) | | $ | 147 | | $ | (309) | | $ | (23) | | $ | (286) | | $ | 34 | | $ | (320) | |
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EXHIBIT 99.2
Transocean Ltd. Provides Quarterly Fleet Status Report
STEINHAUSEN, Switzerland—February 19, 2026—Transocean Ltd. (NYSE: RIG) today issued a quarterly Fleet Status Report that provides the current status of, and contract information for, the company’s fleet of offshore drilling rigs.
Updates
This quarter’s report includes the following updates:
| ● | Transocean Barents – Customer exercised a one-well option in Romania at a dayrate of $480,000. |
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| ● | Deepwater Mykonos – Awarded a three-well contract with bp in Brazil. |
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| ● | Deepwater Mykonos – Customer exercised a 90-day option in Brazil. |
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| ● | Deepwater Skyros – Awarded a six-well contract in Australia plus options up to an incremental 900 days. |
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| ● | Transocean Enabler – Customer awarded three fixtures for a total of seven wells in Norway at a dayrate of $455,000. |
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| ● | Transocean Encourage – Awarded a seven-well extension in Norway at a dayrate of $416,000. |
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| ● | Transocean Endurance – Customer exercised a three-well option in Australia at a dayrate of $419,000. |
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| ● | Transocean Equinox – Customer exercised a one-well option in Australia at a dayrate of $540,000. |
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The aggregate incremental backlog associated with these 10 fixtures is approximately $610 million. As of February 19, 2026, the company’s total backlog is approximately $6.1 billion.
The report can be accessed on the company’s website: www.deepwater.com.
About Transocean
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. Transocean 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 27 mobile offshore drilling units, consisting of 20 ultra-deepwater floaters and seven harsh environment floaters.
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 “estimated,” “approximately,” “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 beyond our control, and in many cases, cannot be predicted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. 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, the cost and timing of mobilizations and reactivations, operating hazards and delays, weather-related risks, 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 impact of governmental laws and regulations, the effects of contagious illnesses including the spread of and mitigation efforts by governments, businesses and individuals, 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, 2024, and in the company’s other filings with the United States Securities and Exchange Commission (the “SEC”), which are available free of charge on the SEC’s website at: www.sec.gov. 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. 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. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of Transocean. Investors must rely on their own evaluation of Transocean and its securities, including the merits and risks involved, when making any investment decision involving Transocean securities.
Analyst Contact:
Sarah Davidson
+1 713-232-7217
Media Contact:
Kristina Mays
+1 713-232-7734
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| Updated: February 19, 2026 | | | | | | | | | | |
| Significant Updates Noted in Bold | | | | | | | | | | |
| | | Primary | | | | | | | Dayrate on | |
| | | Hookload | Yr. | | | | Estimated | Estimated | Current | |
| | Footnote | Capacity | Entered | | | | Start | End | Contract | |
| Rig Type/Name | References | (Short Tons) | Service | Location | Customer | Status | Date | Date | (Dollars) | Additional Comments |
| Ultra-Deepwater Drillships (20) | | | | | | | | | | |
| Deepwater Titan | 1 | 1,700 | 2023 | USGOM | Chevron | Firm | Apr-23 | Apr-28 | 462,000 | |
| Deepwater Atlas | | 1,700 | 2022 | USGOM | Beacon | Firm | Aug-25 | Mar-26 | 505,000 | |
| | | | | USGOM | Beacon | Contingent | Apr-26 | Jul-26 | 505,000 | |
| | | | | USGOM | Beacon | Firm | Jul-26 | Dec-26 | 580,000 | |
| | | | | USGOM | Beacon | Contingent | Dec-26 | Mar-27 | 650,000 | |
| | | | | USGOM | bp | Firm | Jun-28 | May-29 | 635,000 | |
| | | | | USGOM | bp | Firm | Jun-29 | May-30 | 635,000 | |
| Deepwater Aquila | 1, 2, 3 | 1,400 | 2024 | Brazil | Petrobras | Firm | Jun-24 | Jun-27 | 457,000 | |
| Deepwater Poseidon | 1 | 1,400 | 2018 | USGOM | Shell | Firm | Sep-18 | Feb-28 | 499,000 | |
| Deepwater Pontus | 1 | 1,400 | 2017 | USGOM | Shell | Firm | Oct-17 | Oct-27 | 496,000 | |
| Deepwater Conqueror | | 1,400 | 2016 | USGOM | Not Disclosed | Firm | Oct-25 | Sep-26 | 530,000 | |
| Deepwater Proteus | 1 | 1,400 | 2016 | USGOM | Shell | Firm | Aug-16 | May-26 | 498,000 | |
| Deepwater Thalassa | 1 | 1,400 | 2016 | - | - | Out of Service | Feb-26 | Mar-26 | - | 42 days - Contract Preparation |
| | | | | Mexico | Woodside | Firm | Mar-26 | Feb-29 | 480,000 | |
| Deepwater Asgard | | 1,400 | 2014 | USGOM | Not Disclosed | Firm | Jun-25 | Jun-26 | 515,000 | |
| Deepwater Invictus | | 1,400 | 2014 | USGOM | bp | Firm | Apr-25 | Apr-28 | 485,000 | |
| Deepwater Skyros | 3 | 1,250 | 2013 | Ivory Coast | Murphy | Firm | Dec-25 | Mar-26 | 361,000 | |
| | | | | Ivory Coast | Murphy | Priced Option | Mar-26 | Apr-26 | 361,000 | |
| | | | | Australia | Not Disclosed | Firm | Jan-27 | Nov-27 | Not Disclosed | |
| | | | | Australia | Not Disclosed | Priced Options | Nov-27 | May-30 | Not Disclosed | |
| Deepwater Corcovado | 123 | 1,000 | 2011 | Brazil | Petrobras | Firm | Sep-23 | Sep-27 | 416,000 | |
| Deepwater Mykonos | 12 | 1,000 | 2011 | Brazil | Petrobras | Firm | Jan-26 | Apr-26 | Not Disclosed | |
| | | | | - | - | Out of Service | Jul-26 | Sep-26 | - | 71 days - Contract Preparation |
| | | | | Brazil | bp | Firm | Oct-26 | Jul-27 | Not Disclosed | |
| Deepwater Orion | 123 | 1,000 | 2011 | Brazil | Petrobras | Firm | Mar-24 | Mar-27 | 428,000 | |
| Dhirubhai Deepwater KG2 | 123 | 1,000 | 2010 | Brazil | Petrobras | Firm | Jun-24 | May-26 | 449,000 | |
| Petrobras 10000 | 1, 2 | 1,000 | 2009 | Brazil | Petrobras | Firm | Oct-25 | Oct-26 | 410,000 | |
| | | | | Brazil | Petrobras | Firm | Oct-26 | Oct-27 | 422,000 | |
| | 1, 2 | | | Brazil | Petrobras | Firm | Oct-27 | Oct-28 | 435,000 | |
| | 1, 2 | | | Brazil | Petrobras | Firm | Oct-28 | Aug-29 | 448,000 | |
| Dhirubhai Deepwater KG1 | | 1,000 | 2009 | India | ONGC | Firm | May-24 | Jul-26 | 347,500 | |
| | | | | India | - | Out of Service | Jul-26 | Sep-26 | - | 74 days - Contract Preparation |
| | | | | India | Reliance Industries | Firm | Sep-26 | Apr-28 | 410,000 | |
| | | | | India | Reliance Industries | Priced Options | Apr-28 | Sep-29 | Not Disclosed | |
| Ocean Rig Apollo | | 1,250 | 2015 | | | Stacked | | | | Stacked May-16 |
| Ocean Rig Athena | | 1,250 | 2014 | | | Stacked | | | | Stacked Mar-17 |
| Ocean Rig Mylos | | 1,250 | 2013 | | | Stacked | | | | Stacked Sep-16 |
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| | | | | Q1 2026 | Q2 2026 | Q3 2026 | Q4 2026 | | | |
| | | Estimated Average Contract Dayrates (4) | | $454,000 | $459,000 | $472,000 | $460,000 | | | |
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| Harsh Environment Semisubmersibles (7) | | | | | | | | | | |
| Transocean Norge | 2, 3 | | | Norway | Harbour Energy / OMV | Firm | Jan-26 | Jul-26 | 452,000 | |
| | 2, 3 | | | Norway | Not Disclosed | Firm | Jul-26 | Dec-26 | 452,000 | |
| | 2, 3 | | | Norway | Harbour Energy / OMV | Firm | Dec-26 | Dec-27 | 452,000 | |
| Transocean Spitsbergen | 1, 2, 3 | 1,000 | 2010 | Norway | Equinor | Firm | Jun-25 | Mar-26 | 356,000 | |
| | 1, 2, 3 | | | Norway | Equinor | Firm | Mar-26 | Feb-27 | 396,000 | |
| | 1, 2, 3 | | | Norway | Equinor | Firm | Feb-27 | Oct-27 | 498,000 | |
| Transocean Barents | 1 | 1,000 | 2009 | Romania | OMV Petrom S.A. | Firm | Mar-25 | Sep-26 | 465,000 | |
| | 1 | | | Romania | OMV Petrom S.A. | Firm | Sep-26 | Dec-26 | 480,000 | |
| | 1 | | | Romania | OMV Petrom S.A. | Firm | Dec-26 | Feb-27 | 480,000 | |
| Transocean Enabler | 1, 2, 3 | 750 | 2016 | Norway | Equinor | Firm | Jun-25 | Apr-26 | 415,000 | |
| | | | | Norway | Equinor | Out of Service | Apr-26 | May-26 | - | 30 days - Planned Maintenance |
| | 1, 2, 3 | | | Norway | Equinor | Firm | May-26 | Nov-26 | 415,000 | |
| | 1, 2, 3 | | | Norway | Equinor | Firm | Nov-26 | Jan-28 | 455,000 | |
| Transocean Encourage | 1, 2, 3 | 750 | 2016 | Norway | Not Disclosed | Firm | Jan-26 | Mar-27 | 490,000 | |
| | 1, 2, 3 | | | Norway | Not Disclosed | Firm | Mar-27 | Mar-28 | 416,000 | |
| Transocean Endurance | | 750 | 2015 | Australia | Woodside | Firm | Feb-26 | Aug-26 | 390,000 | |
| | | | | Australia | Woodside | Firm | Aug-26 | Oct-26 | 419,000 | |
| Transocean Equinox | | 750 | 2015 | Australia | Not Disclosed | Firm | Apr-25 | Aug-26 | 485,000 | |
| | | | | Australia | Not Disclosed | Firm | Sep-26 | Nov-26 | 540,000 | |
| | | | | Australia | Not Disclosed | Firm | Nov-26 | Dec-26 | 540,000 | |
| | | | | Australia | Not Disclosed | Priced Option | Dec-26 | Jan-27 | 540,000 | |
| | | | | | | | | | | |
| | | | | Q1 2026 | Q2 2026 | Q3 2026 | Q4 2026 | | | |
| | | Estimated Average Contract Dayrates (4) | | $436,000 | $443,000 | $444,000 | $460,000 | | | |
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| | Revisions Noted in Bold<br> |
| Footnotes | |
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| 1 | Dayrate could change in the future due to cost escalations or de-escalations. |
| 2 | Dayrate includes a foreign currency component. |
| 3 | The contract has a bonus incentive opportunity that is not reflected in the contract dayrate. |
| 4 | The average contractual dayrate relative to our contract backlog is defined as the average maximum contractual operating dayrate to be earned per operating day and certaian performance-based provisions expected to be achieved in the measurement period |
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| Disclaimers & Definitions | |
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| The information contained in this Fleet Status Report (the “Information”) is as of the date of the report only and is subject to change without notice to the recipient. Transocean Ltd. assumes no duty to update any portion of the Information. | |
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| DISCLAIMER. NEITHER TRANSOCEAN LTD. NOR ITS AFFILIATES MAKE ANY EXPRESS OR IMPLIED WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) REGARDING THE INFORMATION CONTAINED IN THIS REPORT, WHICH INFORMATION IS PROVIDED “AS IS.” Neither Transocean Ltd. nor its affiliates will be liable to any recipient or anyone else for any inaccuracy, error or omission, regardless of cause, in the information set forth in this report or for any damages (whether direct or indirect, consequential, punitive or exemplary) resulting therefrom.<br> | |
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| No Unauthorized Publication or Use. All information provided by Transocean in this report is given for the exclusive use of the recipient and may not be published, redistributed or retransmitted without the prior written consent of Transocean. | |
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| Customer Contract Duration, Timing and Dayrates and Risks Associated with Operations. The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension and delays for a variety of reasons, including some beyond the control of Transocean. Also, the dayrates set forth in the report are estimates based upon the full contractual operating dayrate. However, the actual average dayrate earned over the course of any given contract will be lower and could be substantially lower. The actual average dayrate will depend upon a number of factors (rig downtime, suspension of operations, etc.) including some beyond the control of Transocean. Our customer contracts and operations are generally subject to a number of risks and uncertainties, and we urge you to review the description and explanation of such risks and uncertainties in our filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SEC’s website at www.sec.gov. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, shipyards or recharges. | |
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| Contract backlog. The maximum contractual operating dayrate multiplied by the number of days remaining in the firm contract period, including certain performance-based provisions for which achievement is probable, excluding provisions for mobilization, demobilization, contract preparation, other incentive provisions or reimbursement revenues, which are not expected to be material to our contract drilling revenues. The contract backlog represents the maximum contract drilling revenues that can be earned considering the reported operating dayrate in effect during the firm contract period. | |
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| Out of Service. The time associated with committed shipyards, upgrades, surveys, repairs, regulatory inspections, contract preparation or other committed activity on the rig and is not expected to earn an operating dayrate, Contract preparation refers to periods during which the rig is undergoing modifications or upgrades as a result of contract requirements.<br> | |
| • | The references included in this Fleet Status Report may not be firm and could change significantly based on a variety of factors. Any significant changes to our estimates of out of service time will be reflected in subsequent Fleet Status Reports, as applicable.<br> |
| • | In some instances such as certain mobilizations, upgrades and shipyards, we are paid compensation by our customers that is generally recognized over the life of the primary contract term of the drilling contract. |
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| Forward-Looking Statement. The statements made in the Fleet Status Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements made in the Fleet Status Report include, but are not limited to, statements involving the estimated duration of customer contracts, contract dayrate amounts, future contract commencement dates and locations and planned shipyard projects and other out of service time. Such statements are subject to numerous risks, uncertainties and assumptions, including but not limited to, uncertainties relating to the level of activity in offshore oil and gas exploration and development, exploration success by producers, oil and gas prices, competition and market conditions in the contract drilling industry, shipyard delays, actions and approvals of third parties, possible cancellation or suspension of drilling contracts as a result of mechanical difficulties or performance, Transocean’s ability to enter into and the terms of future contracts, the availability of qualified personnel, labor relations and the outcome | |
| of negotiations with unions representing workers, operating hazards, factors affecting the duration of contracts including well-in-progress provisions, the actual amount of downtime, factors resulting in reduced applicable dayrates, hurricanes and other weather conditions, terrorism, political and other uncertainties inherent in non-U.S. operations (including the risk of war, civil disturbance, seizure or damage of equipment and exchange and currency fluctuations), the impact of governmental laws and regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and other factors described above and discussed in Transocean’s most recently filed Form 10-K, in Transocean’s Forms 10-Q for subsequent periods and in Transocean’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 should underlying assumptions prove incorrect, actual results may vary materially from those indicated. 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, except as required by law. | |
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| Fleet Classifications. Transocean uses classifications for its drillships and semisubmersibles as follows: “Ultra-Deepwater” are the latest generation of drillships and semisubmersible rigs and are capable of drilling in water depths equal to or greater than 7,500 feet; “Harsh Environment” are premium rigs equipped for year-round operations in harsh environments. | |
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| Stacking. An "Idle" rig is primarily between contracts, readily available for operations, and operating costs are typically at or near normal levels. A "Stacked" rig, on the other hand, is primarily manned by a reduced crew or unmanned and typically has reduced operating costs and is (i) preparing for an extended period of inactivity, (ii) expected to continue to be inactive for an extended period, or (iii) completing a period of extended inactivity. However, stacked rigs will continue to incur operating costs at or above normal operating costs for approximately 30 days following initiation of stacking. |