Note 10—Debt

Debt, net of unamortized discounts, premiums and fair value adjustments, was comprised of the following (in millions):

	June 30, 2013						December 31, 2012
	Transocean Ltd. and subsidiaries		Consolidated variable interest entities		Consolidated total		Transocean Ltd. and subsidiaries		Consolidated variable interest entities		Consolidated total
5% Notes due February 2013	$	—	$	—	$	—	$	250	$	—	$	250
5.25% Senior Notes due March 2013 (a)		—		—		—		502		—		502
TPDI Credit Facilities due March 2015		—		—		—		403		—		403
4.95% Senior Notes due November 2015 (a)		1,115		—		1,115		1,118		—		1,118
Callable Bonds due February 2016		—		—		—		282		—		282
5.05% Senior Notes due December 2016 (a)		999		—		999		999		—		999
2.5% Senior Notes due October 2017 (a)		748		—		748		748		—		748
ADDCL Credit Facilities due December 2017		—		178		178		—		191		191
Eksportfinans Loans due January 2018		661		—		661		797		—		797
6.00% Senior Notes due March 2018 (a)		998		—		998		998		—		998
7.375% Senior Notes due April 2018 (a)		247		—		247		247		—		247
6.50% Senior Notes due November 2020 (a)		900		—		900		899		—		899
6.375% Senior Notes due December 2021 (a)		1,199		—		1,199		1,199		—		1,199
3.8% Senior Notes due October 2022 (a)		745		—		745		745		—		745
7.45% Notes due April 2027 (a)		97		—		97		97		—		97
8% Debentures due April 2027 (a)		57		—		57		57		—		57
7% Notes due June 2028		311		—		311		311		—		311
Capital lease contract due August 2029		647		—		647		657		—		657
7.5% Notes due April 2031 (a)		598		—		598		598		—		598
1.50% Series C Convertible Senior Notes due December 2037 (a)		—		—		—		62		—		62
6.80% Senior Notes due March 2038 (a)		999		—		999		999		—		999
7.35% Senior Notes due December 2041 (a)		300		—		300		300		—		300
Total debt		10,621		178		10,799		12,268		191		12,459
Less debt due within one year
5% Notes due February 2013		—		—		—		250		—		250
5.25% Senior Notes due March 2013 (a)		—		—		—		502		—		502
TPDI Credit Facilities due March 2015		—		—		—		70		—		70
Callable Bonds due February 2016		—		—		—		282		—		282
ADDCL Credit Facilities due December 2017		—		30		30		—		28		28
Eksportfinans Loans due January 2018		140		—		140		153		—		153
Capital lease contract due August 2029		21		—		21		20		—		20
1.50% Series C Convertible Senior Notes due December 2037 (a)		—		—		—		62		—		62
Total debt due within one year		161		30		191		1,339		28		1,367
Total long-term debt	$	10,460	$	148	$	10,608	$	10,929	$	163	$	11,092

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(a)

Transocean Inc., a 100 percent owned subsidiary of Transocean Ltd., is the issuer of certain notes and debentures, which have been guaranteed by Transocean Ltd. Transocean Ltd. has also guaranteed borrowings under the Five-Year Revolving Credit Facility and the Three-Year Secured Revolving Credit Facility. Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or return of capital distributions. See Note 17—Condensed Consolidating Financial Information.

Scheduled maturities—At June 30, 2013, the scheduled maturities of our debt were as follows (in millions):

	Transocean Ltd. and subsidiaries		Consolidated variable interest entities		Consolidated total
Twelve months ending June 30,
2014	$	161	$	30	$	191
2015		163		31		194
2016		1,264		62		1,326
2017		1,166		36		1,202
2018		2,130		19		2,149
Thereafter		5,731		—		5,731
Total debt, excluding unamortized discounts, premiums and fair value adjustments		10,615		178		10,793
Total unamortized discounts, premiums and fair value adjustments, net		6		—		6
Total debt	$	10,621	$	178	$	10,799

Five-Year Revolving Credit Facility—We have a $2.0 billion five-year revolving credit facility, established under a bank credit agreement dated November 1, 2011, as amended, that is scheduled to expire on November 1, 2016 (the “Five-Year Revolving Credit Facility”). We pay a facility fee on the daily unused amount of the underlying commitment, which ranges from 0.125 percent to 0.325 percent, based on the credit rating of our non-credit enhanced senior unsecured long-term debt (“Debt Rating”), and was 0.275 percent at June 30, 2013. At June 30, 2013, we had $24 million in letters of credit issued and outstanding, we had no borrowings outstanding, and we had $2.0 billion of available borrowing capacity under the Five-Year Revolving Credit Facility.

Three-Year Secured Revolving Credit Facility—We have a $900 million three-year secured revolving credit facility, established under a bank credit agreement dated October 25, 2012, that is scheduled to expire on October 25, 2015 (the “Three-Year Secured Revolving Credit Facility”). We pay a facility fee on the daily unused amount of the underlying commitment, which ranges from 0.125 percent to 0.50 percent depending on our Debt Rating, and was 0.375 percent at June 30, 2013. At June 30, 2013, we had no borrowings outstanding, and we had $900 million of available borrowing capacity under the Three-Year Secured Revolving Credit Facility.

Borrowings under the Three-Year Secured Revolving Credit Facility are secured by the Ultra-Deepwater Floaters Deepwater Champion, Discoverer Americas and Discoverer Inspiration. At June 30, 2013 and December 31, 2012, the aggregate carrying amount of Deepwater Champion, Discoverer Americas and Discoverer Inspiration was $2.3 billion.

5% Notes—On February 15, 2013, we repaid the outstanding $250 million aggregate principal amount of the 5% Notes due February 2013 as of the stated maturity date.

5.25% Senior Notes—On March 15, 2013, we repaid the outstanding $500 million aggregate principal amount of the 5.25% Senior Notes due March 2013 as of the stated maturity date.

TPDI Credit Facilities—We had a $1.265 billion secured credit facility, comprised of a $1.0 billion senior term loan, a $190 million junior term loan and a $75 million revolving credit facility, established under a bank credit agreement dated October 28, 2008, that was scheduled to expire in March 2015 (the “TPDI Credit Facilities”). One of our subsidiaries participated in the senior and junior term loans with an aggregate commitment of $595 million.

Under the TPDI Credit Facilities, we were required to satisfy certain liquidity requirements, including a requirement to maintain certain cash balances in restricted accounts for the payment of scheduled installments. At December 31, 2012, we had cash investments of $23 million restricted for the TPDI Credit Facilities, and we had an outstanding letter of credit in the amount of $60 million to satisfy additional liquidity requirements under the TPDI Credit Facilities.

In June 2013, we repaid the $735 million of borrowings outstanding under the TPDI Credit Facilities, of which $367 million was paid to one of our subsidiaries and eliminated in consolidation. Upon repayment of all borrowings, we terminated the TPDI Credit Facilities. In the three and six months ended June 30, 2013, we recognized a loss of $1 million associated with the retirement of debt. See Note 11—Derivatives and Hedging.

Callable Bonds—Aker Drilling was the obligor for the FRN Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 (the “FRN Callable Bonds”) and the 11% Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 (the “11% Callable Bonds,” and together with the FRN Callable Bonds, the “Callable Bonds”), which were publicly traded on the Oslo Stock Exchange. On March 6, 2013, we redeemed the FRN Callable Bonds and the 11% Callable Bonds with aggregate outstanding principal amounts of NOK 940 million and NOK 560 million, equivalent to $164 million and $98 million, respectively, using an exchange rate of NOK 5.73 to $1.00. In connection with the redemption, we made an aggregate cash payment of NOK 1,567 million, equivalent to $273 million. In the six months ended June 30, 2013, we recognized a loss of $1 million associated with the retirement of debt. See Note 11—Derivatives and Hedging.

ADDCL Credit Facilities—ADDCL has a senior secured credit facility, comprised of Tranche A for $215 million and Tranche C for $399 million, established under a bank credit agreement dated June 2, 2008 that is scheduled to expire in December 2017 (the “ADDCL Primary Loan Facility”). Unaffiliated financial institutions provide the commitment for and borrowings under Tranche A, and one of our subsidiaries provides the commitment for Tranche C. At June 30, 2013, $150 million was outstanding under Tranche A at a weighted-average interest rate of 1.1 percent. At June 30, 2013, $399 million was outstanding under Tranche C and eliminated in consolidation.

Borrowings under the ADDCL Primary Loan Facility are secured by the Ultra-Deepwater Floater Discoverer Luanda. At June 30, 2013 and December 31, 2012, the carrying amount of Discoverer Luanda was $753 million and $786 million, respectively.

ADDCL also has a $90 million secondary credit facility, established under a bank credit agreement dated June 2, 2008 that is scheduled to expire in December 2015 (the “ADDCL Secondary Loan Facility” and together with the ADDCL Primary Loan Facility, the “ADDCL Credit Facilities”). One of our subsidiaries provides 65 percent of the total commitment under the ADDCL Secondary Loan Facility. At June 30, 2013, $80 million was outstanding under the ADDCL Secondary Loan Facility, of which $52 million was due to one of our subsidiaries and eliminated in consolidation. On June 30, 2013, the weighted-average interest rate was 3.4 percent.

ADDCL is required to maintain certain cash balances in accounts restricted for the payment of the scheduled installments on the ADDCL Credit Facilities. At June 30, 2013 and December 31, 2012, ADDCL had restricted cash investments of $18 million and $19 million, respectively.

Eksportfinans Loans—The Eksportfinans Loans require cash collateral to remain on deposit at a financial institution through expiration (the “Aker Restricted Cash Investments”). At June 30, 2013 and December 31, 2012, the aggregate principal amount of the Aker Restricted Cash Investments was $664 million and $801 million, respectively.

1.50% Series C Convertible Senior Notes—In the six months ended June 30, 2013, interest expense for our 1.50% Series C Convertible Senior Notes, excluding amortization of debt issue costs, was less than $1 million. In the three and six months ended June 30, 2012, interest expense for our 1.50% Series C Convertible Senior Notes, excluding amortization of debt issue costs, was $22 million and $43 million, respectively. At December 31, 2012, the aggregate carrying amount of the 1.50% Series C Convertible Senior Notes included a liability component and an equity component of $62 million and $10 million, respectively. On February 7, 2013, we redeemed the remaining $62 million aggregate principal amount of the Series C Convertible Senior Notes for an aggregate cash payment of $62 million.