26.12.2012 Views

Transocean Proxy Statement and 2010 Annual Report

Transocean Proxy Statement and 2010 Annual Report

Transocean Proxy Statement and 2010 Annual Report

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

impartiality of the local courts; <strong>and</strong> the potential for changes in the taxes paid to one country that either produce, or fail to produce,<br />

offsetting tax changes in other countries.<br />

We consider the earnings of certain of our subsidiaries to be indefinitely reinvested. As such, we have not provided for taxes on<br />

these unremitted earnings. At December 31, <strong>2010</strong>, the amount of indefinitely reinvested earnings was approximately $2.0 billion. Should<br />

we make a distribution from the unremitted earnings of these subsidiaries, we would be subject to taxes payable to various jurisdictions.<br />

We estimate taxes in the range of $150 million to $200 million would be payable upon distribution of all previously unremitted earnings at<br />

December 31, <strong>2010</strong>.<br />

We have recognized deferred taxes related to the earnings of certain subsidiaries that are not permanently reinvested or that will<br />

not be permanently reinvested in the future. If facts <strong>and</strong> circumstances cause us to change our expectations regarding future tax<br />

consequences, the resulting adjustments to our deferred tax balances could have a material effect on our consolidated statement of<br />

financial position, results of operations or cash flows.<br />

Estimates, judgments <strong>and</strong> assumptions are required in determining whether deferred tax assets will be fully or partially realized.<br />

When it is estimated to be more likely than not that all or some portion of certain deferred tax assets, such as foreign tax credit carryovers<br />

or net operating loss carryforwards, will not be realized, we establish a valuation allowance for the amount of the deferred tax assets that is<br />

considered to be unrealizable. We continually evaluate strategies that could allow for the future utilization of our deferred tax assets. We<br />

did not make any significant changes to our valuation allowance against deferred tax assets during the years ended December 31, 2008,<br />

2009 <strong>and</strong> <strong>2010</strong>.<br />

See Notes to Consolidated Financial <strong>Statement</strong>s—Note 6—Income Taxes.<br />

Goodwill—The carrying amount of goodwill was $8.1 billion, representing 22 percent of our total assets, as of December 31,<br />

<strong>2010</strong>. We conduct impairment testing for our goodwill annually as of October 1 <strong>and</strong> more frequently, on an interim basis, when an event<br />

occurs or circumstances change that may indicate a reduction in the fair value of a reporting unit below its carrying amount. We test<br />

goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a<br />

business for which financial information is available <strong>and</strong> is regularly reviewed by management. We have determined that our reporting<br />

units for this purpose are as follows: (1) contract drilling services, (2) drilling management services <strong>and</strong> (3) oil <strong>and</strong> gas properties.<br />

To determine the fair value of each reporting unit, we use a combination of valuation methodologies, including both income <strong>and</strong><br />

market approaches. For our contract drilling services reporting unit, we estimate fair value using discounted cash flows, publicly traded<br />

company multiples <strong>and</strong> acquisition multiples. To develop the projected cash flows associated with our contract drilling services reporting<br />

unit, which are based on estimated future dayrates <strong>and</strong> utilization, we consider key factors that include assumptions regarding future<br />

commodity prices, credit market conditions <strong>and</strong> the effect these factors may have on our contract drilling operations <strong>and</strong> the capital<br />

expenditure budgets of our customers. We discount projected cash flows using a long-term weighted-average cost of capital, which is<br />

based on our estimate of the investment returns that market participants would require for each of our reporting units. To develop the<br />

publicly traded company multiples, we gather available market data for companies with operations similar to our reporting units <strong>and</strong><br />

publicly available information for recent acquisitions in the marketplace.<br />

Because our business is cyclical in nature, the results of our impairment testing are expected to vary significantly depending on<br />

the timing of the assessment relative to the business cycle. Altering either the timing of or the assumptions used in a reporting unit’s fair<br />

value calculations could result in an estimate that is significantly below its carrying amount, which may indicate its goodwill is impaired.<br />

For our annual impairment testing, conducted on October 1, <strong>2010</strong>, the remaining goodwill was associated with our contract<br />

drilling services reporting unit. In calculating the fair value of this reporting unit for the annual impairment test, we applied a discount rate<br />

of 11 percent <strong>and</strong> a terminal growth rate of three percent to our contract drilling services reporting unit. Applying a hypothetical<br />

three percent increase in the discount rate <strong>and</strong> a hypothetical 10 percent decrease in our projected cash flows for the annual impairment<br />

test would not have resulted in the impairment of goodwill associated with the contract drilling services reporting unit.<br />

Property <strong>and</strong> equipment—The carrying amount of our property <strong>and</strong> equipment was $21 billion as of December 31, <strong>2010</strong>,<br />

representing 58 percent of our total assets. The carrying amount of these assets is subject to our estimates, assumptions, <strong>and</strong> judgments<br />

related to capitalized costs, useful lives <strong>and</strong> salvage values.<br />

Capitalized costs—We capitalize costs incurred to enhance, improve <strong>and</strong> extend the useful lives of our assets <strong>and</strong> expense<br />

costs incurred to repair <strong>and</strong> maintain the existing condition of our rigs. Capitalized costs increase the carrying amounts <strong>and</strong> depreciation<br />

expense of the related assets, which would also impact our results of operations.<br />

Useful lives—We depreciate our assets over their estimated useful lives, which we determine by applying judgments <strong>and</strong><br />

assumptions that reflect both historical experience <strong>and</strong> expectations regarding future operations, utilization <strong>and</strong> asset performance. Useful<br />

lives of rigs are difficult to estimate due to a variety of factors, including (a) technological advances that impact the methods or cost of oil<br />

<strong>and</strong> gas exploration <strong>and</strong> development, (b) changes in market or economic conditions, <strong>and</strong> (c) changes in laws or regulations affecting the<br />

drilling industry. Applying different judgments <strong>and</strong> assumptions in establishing the useful lives would likely result in materially different net<br />

carrying amounts <strong>and</strong> depreciation expense for our assets. We evaluate the remaining useful lives of our rigs when certain events occur<br />

that directly impact the useful lives of the rigs, including changes in operating condition, functional capability <strong>and</strong> market <strong>and</strong> economic<br />

factors. When evaluating the remaining useful lives of rigs, we also consider major capital upgrades required to perform certain contracts<br />

AR-64

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!