Transocean Proxy Statement and 2010 Annual Report
Transocean Proxy Statement and 2010 Annual Report
Transocean Proxy Statement and 2010 Annual Report
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TRANSOCEAN LTD. AND SUBSIDIARIES<br />
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued<br />
Debt—The fair value of our fixed-rate debt is measured using direct or indirect observable inputs, including quoted prices or<br />
other market data, for similar assets or liabilities in active markets or identical assets or liabilities in less active markets. Our variable-rate<br />
debt is included in the fair values stated below at its carrying amount since the short-term interest rates cause the face value to<br />
approximate its fair value. The TPDI Notes <strong>and</strong> ODL Loan Facility are included in the fair values stated below at their aggregate carrying<br />
amount of $158 million at December 31, <strong>2010</strong> <strong>and</strong> December 31, 2009, since there is no available market price for such related-party debt<br />
(see Note 23—Related Party Transactions). The carrying amounts <strong>and</strong> estimated fair values of our long-term debt, including debt due<br />
within one year, were as follows (in millions):<br />
AR-114<br />
December 31, <strong>2010</strong> December 31, 2009<br />
Long-term debt, including current maturities $ 10,271 $ 10,562 $ 10,534 $ 11,218<br />
Long-term debt of consolidated variable interest entities, including current maturities 950 964 1,183 1,178<br />
Derivative instruments—The carrying amount of our derivative instruments represents the estimated fair value, measured<br />
using direct or indirect observable inputs, including quoted prices or other market data for similar assets or liabilities in active markets or<br />
identical assets or liabilities in less active markets. At December 31, <strong>2010</strong>, the carrying amounts of our derivative instruments were<br />
$17 million <strong>and</strong> $13 million, recorded in other assets <strong>and</strong> other long-term liabilities, respectively, on our consolidated balance sheets. At<br />
December 31, 2009, the carrying amounts of our derivative instruments were $5 million <strong>and</strong> $5 million, recorded in other assets <strong>and</strong> other<br />
long-term liabilities, respectively, on our consolidated balance sheets.<br />
Note 20—Financial Instruments <strong>and</strong> Risk Concentration<br />
Interest rate risk—Financial instruments that potentially subject us to concentrations of interest rate risk include our cash<br />
equivalents, short-term investments, debt <strong>and</strong> capital lease obligations. We are exposed to interest rate risk related to our cash<br />
equivalents <strong>and</strong> short-term investments, as the interest income earned on these investments changes with market interest rates. Floating<br />
rate debt, where the interest rate can be adjusted every year or less over the life of the instrument, exposes us to short-term changes in<br />
market interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument <strong>and</strong> the instrument’s maturity is greater<br />
than one year, exposes us to changes in market interest rates when we refinance maturing debt with new debt.<br />
From time to time, we may use interest rate swap agreements to manage the effect of interest rate changes on future income.<br />
These derivatives are used as hedges <strong>and</strong> are not used for speculative or trading purposes. Interest rate swaps are designated as a<br />
hedge of underlying future interest payments. These agreements involve the exchange of amounts based on variable interest rates <strong>and</strong><br />
amounts based on a fixed interest rate over the life of the agreement without an exchange of the notional amount upon which the<br />
payments are based. The interest rate differential to be received or paid on the swaps is recognized over the lives of the swaps as an<br />
adjustment to interest expense. Gains <strong>and</strong> losses on terminations of interest rate swap agreements are deferred <strong>and</strong> recognized as an<br />
adjustment to interest expense over the remaining life of the underlying debt. In the event of the early retirement of a designated debt<br />
obligation, any realized or unrealized gain or loss from the swap would be recognized in income.<br />
Foreign exchange risk—Our international operations expose us to foreign exchange risk. This risk is primarily associated with<br />
compensation costs denominated in currencies other than the U.S. dollar, which is our functional currency, <strong>and</strong> with purchases from<br />
foreign suppliers. We use a variety of techniques to minimize the exposure to foreign exchange risk, including customer contract payment<br />
terms <strong>and</strong>, from time to time, the use of foreign exchange derivative instruments.<br />
Our primary foreign exchange risk management strategy involves structuring customer contracts to provide for payment in both<br />
U.S. dollars <strong>and</strong> local currency. The payment portion denominated in local currency is based on anticipated local currency requirements<br />
over the contract term. Due to various factors, including customer acceptance, local banking laws, other statutory requirements, local<br />
currency convertibility <strong>and</strong> the impact of inflation on local costs, actual foreign exchange needs may vary from those anticipated in the<br />
customer contracts, resulting in partial exposure to foreign exchange risk. Fluctuations in foreign currencies typically have not had a<br />
material impact on overall results. In situations where payments of local currency do not equal local currency requirements, we may use<br />
foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, to mitigate foreign currency<br />
risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified<br />
exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange.<br />
We do not enter into derivative transactions for speculative purposes. Gains <strong>and</strong> losses on foreign exchange derivative<br />
instruments that qualify as accounting hedges are deferred as other comprehensive income <strong>and</strong> recognized when the underlying foreign<br />
exchange exposure is realized. Gains <strong>and</strong> losses on foreign exchange derivative instruments that do not qualify as hedges for accounting<br />
purposes are recognized currently based on the change in market value of the derivative instruments. At December 31, <strong>2010</strong> <strong>and</strong> 2009,<br />
we had no outst<strong>and</strong>ing foreign exchange derivative instruments.<br />
Carrying<br />
amount<br />
Fair<br />
value<br />
Carrying<br />
amount<br />
Fair<br />
value