Seawell Limited Consolidated Financial Statements for the Years ended 31, 2009 and 2008 and Combined and Consolidated Financial Statements for the Year ended 31, 2007
Contents Index to Combined and Consolidated Financial Statements Report of Independent Auditors... F-1 Consolidated Statements of Operations for the years ended 31, 2009 and 2008, and Combined and Consolidated Statements of Operations for the year ended 31, 2007... F-2 Consolidated Balance Sheets as of 31, 2009 and 2008... F-3 Consolidated Statement of Cash Flows for the years ended 31, 2009 and 2008 and Combined and Consolidated Statement of Cash Flows for the year ended 31, 2007... F-4 Consolidated Statement of Comprehensive Income for the years ended 31, 2009 and 2008 and Combined and Consolidated Statement of Comprehensive Income for the year ended 31, 2007...F-6 Consolidated Statement of Changes in Shareholders Equity for the years ended 31, 2009 and 2008, and Combined and Consolidated Statement of Changes in Shareholders Equity for the year ended 31, 2007... F-7 Notes to Consolidated Financial Statement for the years ended 31, 2009, 2008 and Notes to Combined and Consolidated Financial Statements for the year ended 31, 2007... F-9
F-1
Seawell Limited Consolidated Statement of Operations for the years ended 31, 2009 and 2008, and Combined and Consolidated Statement of Operations for the year ended 31, 2007 (In millions of NOK, except per share data) Year ended 31, 2009 Year ended 31, 2008 Year ended 31, 2007 Combined and Consolidated Consolidated Consolidated Operating revenues Operating revenues 3,101.2 3,006.2 2,276.4 Reimbursables 723.6 618.5 451.7 Total operating revenues 3,824.8 3,624.7 2,728.1 Operating expenses Operating expenses 2,641.4 2,610.7 1,984.9 Reimbursables expenses 692.5 600.9 439.0 Depreciation and amortisation 131.6 107.4 53.6 Total operating expenses 3,465.5 3,319.0 2,477.5 Operating income 359.3 305.7 250.6 Financial items Interest income 5.6 25.3 22.1 Interest expenses (95.5) (148.3) (33.7) Other financial items (34.4) (39.0) 3.3 Total financial items (124.3) (162.0) (8.3) Income before income taxes 235.0 143.7 242.3 Income taxes (60.6) (24.7) (67.8) Net income 174.4 119.0 174.5 Net income attributable to the parent 176.2 122.5 175.9 Net income attributable to the non-controlling interest (1.8) (3.5) (1.4) Basic earnings per share (NOK) 1.60 1.14 1.76 Diluted earnings per share (NOK) 1.59 1.14 1.73 See accompanying notes that are an integral part of these Combined and Consolidated Financial Statements. F-2
Seawell Limited Consolidated Balance Sheet as of 31, 2009 and 31, 2008 (In millions of NOK) 31, 2009 31, 2008 Consolidated Consolidated ASSETS Current assets Accounts receivables, net 550.4 571.6 Other current assets 191.0 325.4 Cash and cash equivalents Restricted cash (note 5) 236.7 51.8 224.1 64.4 Total current assets 1,029.9 1,185.5 Non-current assets Drilling equipment and other fixed assets Asset under construction 404.9 167.0 314.0 160.2 Deferred tax assets 9.3 19.0 Other intangible assets 135.7 159,2 Goodwill Other non-current assets 1,589.8 3.2 1,605.2 4.3 Total non-current assets 2,309.9 2,261.9 Total assets 3,339.8 3,447.4 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long term debt 260.8 218.7 Other current liabilities 700.6 796.1 Total current liabilities 961.4 1,014.8 Non-current liabilities Subordinated loan 613.6 581.2 Long-term interest bearing debt 987.7 1,237.1 Other non-current liabilities 149.8 226.3 Total non current liabilities 1,751.1 2,044.6 Commitments and contingencies Shareholders' equity Paid-in capital 1,198.4 1,198.4 Additional paid in capital 163.3 156.3 Retained earnings 336.9 160.7 Accumulated other comprehensive income 30.3 (26.2) Other equity (1,102.1) (1,102.1) Non-controlling interest 0.5 1.0 Total shareholders' equity 627.3 388.1 Total liabilities and shareholders' equity 3,339.8 3,447.4 See accompanying notes that are an integral part of these Consolidated Financial Statements. F-3
Seawell Limited Consolidated Statement of Cash Flows for the years ended 31, 2009, 2008, and Combined and Consolidated Statement of Cash Flows for the year ended 31, 2007 (In millions of NOK) Year ended 31, 2009 Year ended 31, 2008 Year ended 31, 2007 Consolidated Consolidated Combined and Consolidated Cash Flows from Operating Activities Net income 174.4 119.0 174.5 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization 131.6 107.4 53.6 Share-based compensation expenses 7.0 12.9 2.1 Change in pension (ex effect of implementation of FAS 158) (19.3) 36.3 49.8 Gain on disposal of other investments (10.6) Deferred income taxes (11.3) (37.3) (4.8) Unrealised foreign currency gain (loss) 59.3 (7.0) (2.6) Change in long term receivable 1.1 Changes in other non current liabilities 5.4 Changes in working capital items: Trade accounts receivable and other short-term receivables 170.6 (215.5) (7.6) Trade accounts payable and other short-term liabilities (175.1) 356.9 133.3 Net cash provided by operating activities 343.7 372.6 387.6 See accompanying notes that are an integral part of these Combined and Consolidated Financial Statements. F-4
Seawell Limited Consolidated Statement of Cash Flows for the years ended 31, 2009, 2008, and Combined and Consolidated Statement of Cash Flows for the year ended 31, 2007 (In millions of NOK) Year ended 31, 2009 Year ended 31, 2008 Year ended 31, 2007 Combined and Consolidated Consolidated Consolidated Cash Flows from Investing Activities Additions to drilling equipment (138.9) (105.3) (96.9) Additions to asset under construction (12.0) (160.2) Sale of equipment 10.6 Acquisition of subsidiaries (31.0) (853.3) (2,438.1) Net change in restricted cash 12.6 (14.0) (50.3) Cash assumed in the purchase of subsidiaries 1.3 27.8 9.7 Net cash used in investing activities (168.0) (1,104.9) (2,564.3) Cash Flows from Financing Activities Proceeds from long term debt 39.2 529.5 1,218.9 Proceeds from short term debt 210.0 75.0 Distribution to shareholders (205.3) Repayments of long term debt (233.1) (75.0) Debt fees paid (0.2) (5.6) Proceeds from issuance of equity, 195.0 1,157.1 Issuance cost in connection with issuance of equity (3.4) (9.0) Net cash provided by (used in) financing activities (194.1) 856.0 2,231.0 Effect of exchange rate changes on cash and cash equivalents 31.0 (31.8) (1.0) Net increase in cash and cash equivalents 12.6 91.9 53.3 Cash and cash equivalents at beginning of the period 224.1 132.2 78.9 Cash and cash equivalents at the end of the period 236.7 224.1 132.2 Interest paid (60.9) (71.9) Taxes paid (68.3) (83.4) (30.6) See accompanying notes that are an integral part of these Combined and Consolidated Financial Statements. F-5
Seawell Limited Consolidated Statement of Comprehensive Income for the year ended 31, 2009, 2008, and Combined and Consolidated Statement of Comprehensive Income for the year ended 31, 2007 (In millions of NOK) Year ended 31, 2009 Consolidated Year ended 31, 2008 Consolidated Year ended 31, 2007 Combined and Consolidated Net income (loss) 176.2 122.5 175.9 Change in unrealized loss/gain related to pension 45.1 (7.0) 11.3 Change in unrealized foreign exchange differences 13.5 (19.8) (12.3) Interest swap gain (loss) (2.1) Comprehensive Income 232.7 95.7 174.9 Pension unrecognized gains/losses Change in unrealized foreign exchange differences Other comprehensive gains/losses Total Balance at 31, 2006 (19.1) (1.8) (20.9) Net change in gains and losses and prior service cost 11.1 11.1 Foreign exchange differences (9.2) (9.2) Transfer in connection with purchase of Well Services companies from Seadrill 8.0 11.0 19.0 Balance Net change in gains and losses and prior service cost 3.7 3.7 Foreign exchange differences (3.1) (3.1) Balance at 31, 2007 3.7 (3.1) 0.6 Net change in gains and losses and prior service cost (7.0) (7.0) Foreign exchange differences (19.8) (19.8) Balance at 31, 2008 (3.3) (22.9) (26.2) Net change in gains and losses and prior service cost 45.1 45.1 Interest swap gain (loss) (2.1) (2.1) Foreign exchange differences 13.5 13.5 Balance at 31, 2009 41.8 (9.4) (2.1) 30.3 See accompanying notes that are an integral part of these Combined and Consolidated Financial Statements. F-6
Seawell Limited Consolidated Statement of Changes in Shareholders Equity for the year ended 31, 2009, 2008 and Combined and Consolidated Statement of Changes in Shareholders Equity for the year ended 31, 2007 (In millions of NOK) Share Addit. Accum. other Retained Other Non- Total capital paid in capital comprehensive income earnings equity Control ling interest shareholders' equity Combined Balance at 31, 2006 (20.9) 1,354.5 1,333.6 Profit for the combined period (Jan 1 to 137.7 137.7 Sept 30) Translation adjustment (9.2) (9.2) Pension unrecognized gain/losses 11.1 11.1 Balance at September 30, 2007 (19.0) 1,492.2 1,473.2 Incorporation Seawell Ltd August 31, 2007 (50 shares at 2$ each) Transfers in connection with purchase of Well Service companies from Seadrill 19.0 (19.0) Issued shares September 2007, net of issuance costs of NOK 9 million 1,098.4 49.7 1,148.1 F-7
Purchase of Well Service companies (2,413.1) (2,413.1) from Seadrill Share based compensation plans 2.1 2.1 Distribution to shareholder (162.2) (162.2) Pension unrecognized gain (loss) 3.7 3.7 Translation adjustment (3.1) (3.1) Purchase of Wellbore 5.9 5.9 Net income 38.2 (1.4) 36.8 Consolidated Balance at 31, 2007 1,098.4 51.8 0.6 38.2 (1,102.1) 4.5 91.4 Issued shares April 2008, net of issuance cost of NOK 3.4 million 100.0 91.6 191.6 Translation adjustment (19.8) (19.8) Pension - unrecognized gain (loss) (7.0) (7.0) Options issued 12.9 12.9 Net income 122.5 (3.5) 119.0 Consolidated Balance at 31, 2008 1,198.4 156.3 (26.2) 160.7 (1,102.1) 1.0 388.1 Translation adjustment 13.5 13.5 Interest swap gain (loss) (2.1) (2.1) Pension - unrecognized gain (loss) 45.1 45.1 Options issued 7.0 7.0 Share issue 1.3 1.3 Net income 176.2 (1.8) 174.4 Consolidated Balance at 31, 2009 1,198.4 163.3 30.3 336.9 (1,102.1) 0.5 627.3 See accompanying notes that are an integral part of these Combined and Consolidated Financial Statements. F-8
General information Seawell Limited (the Company or Seawell ) is a global oilfield service company providing drilling services and well services, including platform drilling, drilling facility engineering, modular rigs, well intervention and oilfield technology. The company employs approximately 2,600 skilled and experienced people. Seawell was incorporated on August 31, 2007 as a wholly owned subsidiary of Seadrill Limited ( Seadrill ). Seawell together with its wholly owned subsidiary, Seawell Holding UK acquired the shares in the entities comprising Seadrill s Well Service division on October 1, 2007. The consideration for the shares was NOK 2,413.1 million and has been accounted for as a common control transaction. As of 31, 2009 Seawell was owned 73.79% by Seadrill In September 2007, Seawell completed a private placement. Twenty million new shares were placed at a subscription price per share of NOK13.75. The offering raised proceeds of NOK275 million. The total number of shares outstanding after the placements was 100 million. During the fourth quarter of 2007 Seawell acquired 40.3% of the shares in a wireline technology company, Wellbore Solutions AS, for a consideration of NOK 25 million. As Seawell is considered to have control over the company through a shareholder agreement, the company has been consolidated in the financial statements from the date of acquisition. In February 2008, Seawell ordered a modularized drilling rig (Well Service Unit).The estimated capital expenditure for the unit is some EUR32 million (NOK 265 million). April 1, 2008, Seawell closed the purchase of Noble Corporation s North Sea Platform ivision. The purchase price was approximately NOK 168 million. In May 25, 2008 Seawell closed the purchase of Peak Well Solutions AS. The purchase price was NOK 412.3 million. On April 10, 2008 Seawell completed a private placement of 10 million shares at a share price of NOK 19.50 pr share, rising a proceed of NOK 195 million. The total number of shares outstanding after the placements was 110 million July 8, 2008 Seawell closed the purchase of TecWel AS. The purchase price was NOK 172.7 million. A possible increase in the purchase price is agreed based on future performance and technology achievements; reference is made to note 18 regarding this possible increase. In April 2009, Seawell utilised an option to purchase Sandsliåsen 59 AS, a property company located in Bergen, Norway. The purchase price was NOK 33.3 million. The company has leased the building for 10 years since it was new and continues to be the company s operational support office in Bergen. The Company has entered into an agreement with Norwegian Stock Broker Association which provides an OTC (Over The Counter) market place for Seawell shares. As used herein, unless otherwise required by the context, the term "Seawell" refers to Seawell Limited and the terms "Company", "we", "Group", "our" and words of similar import refer to Seawell and its consolidated subsidiaries for the periods that are consolidated and the combined group for the period that are combined. The use herein of such terms as group, organisation, we, us, our and its, or references to specific entities, is not intended to be a precise description of corporate relationships. F-9
Basis of presentation The accompanying consolidated and combined and consolidated financial statements present the financial position of Seawell Limited Group (referred to as the Company or Seawell ). The accounting policies set out below have been applied consistently to all periods in these consolidated financial statements. This report represents the consolidated financial statements of the Seawell group as of 31, 2009 and 2008. For historical comparison, the report represents the combined financial statements of Seadrill s Well Service division, Seawell combined which represent the period from January 1, 2007 to September 30, 2007. The consolidated and the combined and consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (US GAAP). The amounts are presented in NOK rounded to the nearest hundred thousand, unless otherwise stated. The financial statements have been adjusted to reflect the implementation of SFAS No. 160 "Noncontrolling interests in Consolidated Financial Statements an amendment of ARB No.51" (currently Accounting Standards Codification (ASC) Topic 810 Consolidation). The financial statements are prepared on a historical cost basis, except that assets and liabilities acquired in business combinations have been assessed at their fair value at the acquisition date. In accordance with US GAAP the acquisitions of Wellbore Solutions AS, Noble Corporation s North Sea Platform Division, Peak Well Solutions AS and TecWel AS, which have been accounted for as a purchases in accordance with Statement of Financial Accounting Standards No. 141 Business Combinations. The fair value of the assets acquired and liabilities assumed are included in the Company s consolidated financial statements beginning on the date that control was achieved. Basis of combination and consolidation Seawell combined and consolidated: The combined and consolidated financial statements include the financial statements of Seawell AS (previously Seadrill Well Service AS), Seawell Management Services Ltd (UK) (previously Seadrill Management Services Ltd (UK)), Seawell Ltd (UK) (Previously Seadrill Ltd (UK)), Seawell Offshore Danmark AS (DK) (Previously Seadrill Offshore Danmark (DK)) and Seadrill Services Ltd (Hong Kong). These entities represented Seadrill s well services division prior to its transfer to Seawell. These financial statements are referred to herein as Seawell combined Intercompany transactions and balances between Seawell combined companies are eliminated. Combined financial statements for Seawell combined and the consolidated financial statements of the Seawell group are based on group carrying values for group consolidation purposes. As such Seawell combined and the consolidated financial statements of the Seawell group include goodwill of NOK 1,004.9 million and excess values related to fixed assets of NOK 100 million recorded in the Seadrill group consolidated financial statement associated with the entities included in Seawell combined. Seawell consolidated: The consolidated financial statements include controlled entities, which for the Company are those where its voting interests exceed 50 percent. Wellbore Solutions AS which is owned 42.6% at F-10
Accounting policies 31, 2009, is consolidated as Seawell is considered to have control over the company through a shareholder agreement which gives Seawell the power to vote for 50.1% of the shares. Intercompany transactions and internal sales have been eliminated on consolidation. Unrealized gains and losses arising from transaction with associated are eliminated to the extent of the Company s interest in the entity. Basis of accounting The combined and consolidated and the consolidated financial statements are prepared in accordance with U.S. GAAP. Investments in companies in which the Company directly or indirectly holds more than 50 per cent of the voting control are consolidated in the financial statements. All intercompany balances and transactions have been eliminated on consolidation. Use of estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue recognition Seawell recognizes revenue for services and products when purchase orders, contracts or other persuasive evidence of an arrangement with the customer exist, the price is fixed or determinable, collectability is reasonable assured and services have been performed. Revenue from contract services performed on an hourly, daily or monthly rate basis is recognized as the service is performed. All known or anticipated losses on contracts are provided for when they become evident. Reimbursements received for the purchase of supplies, equipment, personnel services and other services provided at the request of the Company s customers in accordance with a contract or agreement are recorded as revenue. The related costs are recorded as reimbursable expenses. Repairs and maintenance Costs for repairs and maintenance activities are included in other operating expenses and expensed when the repairs and maintenance take place. Foreign currencies The Company s functional currency is the Norwegian kroner (NOK) as the majority of revenues are received in NOK and a majority of the Company s expenditures and financing are in NOK. Most of the Company s subsidiaries have functional currency in NOK. For subsidiaries that have functional currencies other than NOK, the Company uses the current method of translation whereby the statements of operations are translated using the average exchange rate for the month and the assets and liabilities are translated using the year end exchange rate. Foreign currency translation gains or losses are recorded as a separate component of other comprehensive income in shareholders equity. F-11
Transactions in foreign currencies during the year are translated into functional currency at the specific entity at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange. Foreign currency transaction gains or losses are included in the consolidated statements of operations. Current and non-current classification Receivables and liabilities are classified as current assets and liabilities respectively, if their maturity is within one year of the balance sheet date. Receivables and liabilities not maturing within one year are classified as long-term assets and long-term liabilities respectively. Cash and cash equivalents Cash and cash equivalents consist of cash, demand deposits and highly liquid financial instruments purchased with maturity of three months or less, and exclude restricted cash. Restricted cash Restricted cash consists of bank deposits which must be maintained in accordance with regulatory requirements. Receivables Receivables, including accounts receivables and unbilled revenue, are recorded in the balance sheet at their full amount less allowance for doubtful receivables. The Company establishes reserves for doubtful receivables on a case-by-case basis when it is unlikely that required payments of specific amounts will occur. In establishing these reserves, the Company considers changes in the financial position of the customer as well as disputes with the customer regarding the application of contract provision to the operations. Uncollectible trade accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance. Other non-current assets Other non-current assets are depreciated over their estimated remaining useful life. Other noncurrent assets also include long-term part of loan arrangement fees and non-current receivables. F-12
Drilling equipment and other fixed assets Drilling equipment and other fixed assets are recorded at historical cost less accumulated depreciation. The cost of these assets less estimated residual value is depreciated on a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful life of the Company s drilling equipment ranges from 3 years to 8 years, and 3 years to 10 years for other fixed assets. Seawell evaluates the remaining useful life of its drilling equipment and other fixed assets on a periodic basis to determine whether events and circumstances warrant a revision Cost of property and equipment sold or retired, with the related accumulated depreciation and write-downs are removed from the balance sheet, and resulting gains or losses are included in the consolidated statement of operations. Asset under construction The carrying value of asset under construction ("Newbuildings") represents the accumulated costs at the balance sheet date. Cost components include payments for instalments and variation orders, construction supervision, equipment, spare parts, capitalized interest, costs related to first time mobilization and commissioning costs. No charge for depreciation is made until commissioning of the newbuilding has been completed and it is ready for its intended use. Intangible assets Intangible assets are recorded at historical cost less accumulated amortization. The cost of these assets is amortized on a straight-line basis over their estimated remaining economic useful lives. The estimated economic useful life of the Company s intangible asset ranges from 4 years to 10 years. Seawell evaluates the remaining useful life of its intangible assets on a periodic basis to determine whether events and circumstances warrant a revision of the remaining amortization period. Capitalized interest Interest expenses are capitalized during construction of newbuildings based on accumulated expenditures for the applicable project at the Company's current rate of borrowing. The amount of interest expense capitalized in an accounting period shall be determined by applying an interest rate ("the capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period shall be based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts beyond the actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate to be applied to such excess shall be a weighted average of the rates applicable to other borrowings of the Company. Goodwill In accordance with SFAS 142, Goodwill and Other Intangible Assets, goodwill is tested for impairment at least annually at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. Management has determined that our reporting units are the same as our operating segments for the purpose of allocating goodwill and the subsequent testing of goodwill for impairment. F-13
When testing for impairment we have used expected future cash flows. For periods after expiry of the contract periods, revenue have been forecasted based on estimates regarding future market conditions. The estimated cash flows have been discounted using a weighted average cost of capital (WACC). We had no impairment of goodwill for the years ended 31, 2009 and 2008 as the net present value of the estimated future cash flows justify the book value of goodwill. We have also performed sensitivity analysis using different scenarios regarding future cash flows, remaining oilfield lifetime and discount rates showing acceptable tolerance to changes in underlying assumptions in the impairment model before changes in assumptions would result in impairment. Impairment of long-lived assets, including fixed asset and intangible asset The carrying values of long-lived assets that are held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net cash flows expected to result from the asset, including eventual disposal. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value. Research and Development All research and development expenditures are expensed as incurred. In process research and development acquired, that meets the definition of an intangible asset and where fair value can be measured reliably, is immediately expensed. Defined benefit pension plans The Company has several defined benefit plans which provide retirement, death and termination benefits. The Company s net obligation is calculated separately for each plan by estimating the amount of the future benefit that employees have earned in return for their cumulative service. The projected future benefit obligation is discounted to its present value, and the fair value of any plan assets is deducted. The discount rate is the market yield at the balance sheet date on government bonds in the currency and based on terms consistent with the post-employment benefit obligations. The retirement benefits are generally a function of years of employment and amount of compensation. The plans are primarily funded through payments to insurance companies. The Company records its pension costs in the period during which the services are rendered by the employees. Actuarial gains and losses are recognized in the income statement when the net cumulative unrecognized actuarial gains or losses for each individual plan at the end of the previous reporting year exceed 10% of the higher of the present value of the defined benefit obligation and the fair value of plan assets at that date. These gains and losses are recognized over the expected remaining working lives of the employees participating in the plans. Otherwise, recognition of actuarial gains and losses is not recognized in the income statement. On 31, 2006, Seawell adopted the recognition and disclosures provisions of SFAS No. 158, Employer s Accounting for Defined Benefit Pension and other Retirement Plans, an amendment of FASB Statements No. 87, 88 and 123R, which requires the recognition of the funded status of the plan in the balance sheet with a corresponding adjustment to accumulated other comprehensive income. The adjustment to other comprehensive income represents the net unrecognized actuarial losses and unrecognized prior service costs, all of which were previously netted against the plans funded status on the balance sheet. These amounts will continue to be recognized as net periodic pension cost pursuant to our historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income. F-14
Income taxes Seawell is a Bermuda company. Under current Bermuda law, Seawell is not required to pay taxes in Bermuda on either income or capital gains. The Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until year 2016. Certain of its subsidiaries operate in other jurisdictions where taxes are imposed, mainly Norway and the UK. Consequently income taxes have been provided in respect of taxes in such jurisdictions. Significant judgment is involved in determining the Group-wide provision for income taxes. There are certain transactions for which the ultimate tax determination is unclear due to uncertainty in the ordinary course of business. The Group recognizes tax liabilities based on estimates of whether additional taxes will be due. Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities calculated according to local tax rules. Deferred tax assets and liabilities are based on temporary differences that arise between the carrying values for financial reporting purposes and the amounts used for taxation purposes of assets and liabilities and the future tax benefits of tax loss carry forwards. A deferred tax asset is recognized only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilized. The amount of deferred tax provided is based upon the expected manner of settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. The impact of tax law changes is recognized in periods when the change is enacted or substantially enacted. Earnings per share Basic earnings per share ( EPS ) is calculated based on the income (loss) for the period available to common stockholders divided by the weighted average number of shares outstanding for basic EPS for the period. Diluted EPS includes the effect of the assumed conversion of potentially dilutive instruments. The number of outstanding shares is the number of shares issued by Seawell on incorporation and in three private placements following its incorporation. Deferred charges Loan related costs, including debt arrangement fees, are capitalised and amortised over the tenor of the related loan using the straight-line method, which approximates the interest method. Amortisation of loan related costs is included in interest expense. Share-based compensation The Company has established an employee share ownership plan under which employees, directors and officers of the Group may be allocated options to subscribe for new shares in Seawell Limited. In accordance with FAS 123 (R), Share based payment, the compensation costs for stock options is recognised as an expense over the service period based on the fair value of the options granted. The fair value of the share options issued under the Company s employee share option plans is determined at grant date taking into account the terms and conditions upon which the options are granted, and using a valuation technique that is consistent with generally accepted valuation methodologies for pricing financial instruments, and that incorporates all factors and assumptions that knowledgeable, willing market participants would consider in determining fair value. The fair F-15
value of the share options is recognized as personnel expenses with a corresponding increase in equity over the period during which the employees become unconditionally entitled to the options. Compensation cost is initially recognized based upon options expected to vest with appropriate adjustments to reflect actual forfeitures. National insurance contributions arising from such incentive programs are expensed when the options are exercised. Derivatives Instruments and Hedging Activities The Company's interest-rate swap agreements and forward exchange contracts are recorded at fair value when they do not qualify as hedges for accounting purposes. Changes in the fair value of interest-rate swap agreements, forward exchange and currency options contracts would then be recorded as a gain or loss under Other Financial Items. A hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability maybe designated as a cash flow hedge. When the interest swap qualifies for hedge accounting the Company has formally designated the swap instrument as a hedge of cash flows to be paid on the underlying loan, and when the hedge is effective, the changes in the fair value of the swap is recognized in the "Accumulated other comprehensive loss" line of the Consolidated Balance Sheets. Ineffective portions of the hedges are charged to the income statement. When the hedged item affects the income statement, the gain or loss included in accumulated other comprehensive income (loss) is reported on the same line in the Consolidated Statements of Income as the hedged item. Treasury shares Treasury shares are recognized as a separate component of shareholders' equity at cost. The purchase of treasury shares reduces the Company's share capital by the nominal value of the acquired treasury shares. The amount paid in excess of the nominal value is treated as a reduction of additional paid-in capital. Provisions A provision is recognized in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Segment reporting A segment is a distinguishable component of the Company that is engaged in business activities from which it earns revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker, in which is subject to risks and rewards that are different from those of other segments. Seawell has identified two reportable industry segments; drilling services and well services. Seawell provide services geographically to the North Sea (UK, Norwegian and Danish sector) but views this as one geographical area. Related parties Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. F-16
Parties are also related if they are subject to common control or common significant influence. All transactions between the related parties are based on the principle of arm s length (estimated market value). Subsidiaries and investments included in the consolidated financial statements Name of company Jurisdiction of incorporation Principal activities Percent owned Seawell Management AS Norway Management company 100 Seawell Norge AS Norway Onshore administration and holding company 100 Seawell AS Norway Drilling-, services engineering- and well 100 Seawell Offshore Denmark AS Denmark Well services 100 Seawell Services Ltd Hong Kong Drilling services 100 Seawell Overseas Contracting Ltd Hong Kong Drilling Services 100 Seawell Ltd (UK) United Drilling-, engineering- and well 100 Seawell Management Services Ltd Seawell Holding UK Ltd Kingdom United Kingdom United Kingdom United Kingdom services Onshore administration and management 100 Holding Company 100 Seawell Drilling Ltd Drilling-, engineering- and well services 100 Seawell America Inc USA Drilling-, engineering- and well services 100 Seawell Emerald Ltd Bermuda Owner of modular rig 100 Seawell Oil Tools Ltd Bermuda Dormant company 100 Seawell do Brasil Serviços de Brazil Drilling and engineering services 100 Petróleo Ltda Seawell Oil Tools AS Norway Well services 99.0 Ros Technology AS Norway Well services 99.0 Peak Well Solutions AS Norway Well services 99.0 Tecwel AS Norway Well services 100 Tecwel Telemetri AS Norway Well services 100 Tecwel Inc USA Well services 100 Tecwel Ltd United Kingdom Well services 100 Sandsliåsen 59 AS Norway Property company 100 Sandliåsen 59 II AS Norway Property title holder 100 Wellbore Solutions AS Norway Well services 42.6* * The acquisition of Wellbore Solutions AS has been accounted for as a purchase in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations" and is consolidated due to the fact that Seawell has control over Wellbore Solutions AS through its shareholder agreement. Reference is made to note 18 for further information. F-17
Recently issued accounting pronouncements In 2007, the Financial Accounting Standards Board ( FASB ) issued Statements No. 141(R), Business Combinations, ( FAS 141(R), (codified in ASC 805), and No. 160 Noncontrolling Interests in Consolidated Financial Statements, ( FAS 160 ), (codified in ASC 810). Together these statements can affect the way companies account for future business combinations and noncontrolling interests. ASC 805 requires, amongst other changes, recognition of subsequent changes in the fair value of contingent consideration in the Statement of Operations rather than against Goodwill, and transaction costs to be recognized immediately in the Statement of Operations. ASC 810-10-65-1 clarifies the classification of noncontrolling interests in consolidated balance sheets and the accounting for and reporting of transactions between the reporting entity and holders of such noncontrolling interests. In particular the noncontrolling interest in subsidiaries should be presented in the consolidated balance sheet within equity, but separate from the parent s equity. Similarly the amount of net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the consolidated statement of income. Both these Statements are effective for transactions completed in fiscal years beginning after 15, 2008. Adoption of these Statements by the Company in the financial statements beginning January 1, 2009 did not have a material effect on the Company s consolidated financial statements except that noncontrolling interests is classified as a component of equity. In April 2009, the FASB issued FSP FAS 115-2 (codified in ASC 320) which provides additional guidance to highlight and expand on the factors that should be considered in estimating fair value when there has been a significant decrease in market activity for a financial asset. The guidance is effective for interim and annual periods ending after June 15, 2009. Adoption of this FSP did not have a material effect on our consolidated financial statements. In May 2009, the FASB issued Statement No. 165 Subsequent Events, ( FAS 165 ), (codified in ASC 855). This Statement provides guidance on management s assessment of subsequent events. The guidance clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date that the financial statements are issued or are available to be issued. Management must perform its assessment for both interim and annual financial reporting periods. The new guidance is effective prospectively for interim and annual periods ending after June 15, 2009. Adoption of the Statement did not have a material effect on the Company s consolidated financial statements. In February 2010, the FASB amended the subsequent events guidance issued in May 2009 to remove the requirement for SEC filers to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The amendment is effective upon issuance. The adoption of this guidance did not have a material effect on our consolidated financial condition or results of operations. In June 2009, the FASB issued Statement No. 168, Statement on Codification and Hierarchy of Generally Accepted Accounting Principles, ( FAS 168 ), (codified in ASC 105). The standard is a replacement for FAS 162. The GAAP hierarchy will be modified to include only two levels of GAAP; authoritative and nonauthoritative. The standard is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this Standard did not have a material effect on the Company s consolidated financial statements. In June 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R) (FAS 167) (codified in ASC 810). The amended guidance requires companies to qualitatively assess the determination of the primary beneficiary of a variable-interest entities ( VIEs ) based on whether the entity (1) has the power to direct the activities of the VIE that most significantly impact the entity s economic performance and (2) has the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. It also requires additional disclosures for any enterprise that holds a variable interest in a VIE. The new accounting and disclosure requirements become F-18
effective for the Company from January 1, 2010. The Company is currently assessing the impact of this amendment on its consolidated financial statements. Note 1 Segment information The Company provides drilling services and well services, including platform drilling, drilling facility engineering, modular rigs, well intervention and oilfield technology to the offshore oil and gas industry. Seawell s reportable segments consist of the primary services we provide. Although Seawell s segments are generally influenced by the same economic factors, each represents a distinct service to the oil and gas industry. There have not been any intersegment sales during the period. Segment results are evaluated based on operating income. The accounting principles for the segments are the same as for the Company's combined and consolidated financial statements. Indirect general and administrative expenses are allocated to each segment based on estimated use. The split of our organization and aggregation of our business into two segments was based on differences in management structure and reporting, economic characteristics, customer base, asset class and contract structure. As of 31, 2009, the Company operates in the following two segments: Drilling Services: The Company performs platform drilling, drilling facility engineering and modular rig activities on several fixed installations in the North Sea. Well Services: The Company performs various well intervention and oilfield technology services, including but not limited to conveying of logging, perforation, zonal isolation, well clean up, leak detection services and fishing. Revenues from external customers (In millions of NOK) 2009 2008 2007 Drilling Services 3,199.4 3,053.2 2,309.2 Well Services 625.4 571.5 418.9 Total 3,824.8 3,624.7 2,728.1 Depreciation and amortization (In millions of NOK) 2009 2008 2007 Drilling Services 53.7 42.8 25.9 Well Services 77.9 64.6 27.7 Total 131.6 107.4 53.6 F-19
Operating income (loss) - net income (loss) (In millions of NOK) 2009 2008 2007 Drilling Services 284.6 224.7 190.4 Well Services 74.7 81.0 60.2 Operating income (loss) 359.3 305.7 250.6 Unallocated items: Total financial items (124.3) (162.0) (8.3) Income taxes (60.6) (24.7) (67.8) Non-controlling interest 1.8 3.5 1.4 Net income attributable to the parent (loss) 176.2 122.5 175.9 Total assets (In millions of NOK) 2009 2008 2007 Drilling Services 1,924.5 2,098.8 1,341.3 Well Services 1,415.3 1,354.6 669.0 Total 3,339.8 3,447.4 2,010.3 Total goodwill (In millions of NOK) Drilling Services Well Services Total Seadrill s purchase of Smedvig 650.1 354.8 1,004.9 Balance at 31, 2006 650.1 354.8 1,004.9 Acquisition of Wellbore Solutions AS 15.2 15.2 Balance at 31, 2007 650.1 370.0 1,020.1 Acquisition of Noble Corporation s North Sea Platform Division 156.5 156.5 Acquisition of Peak Well Solutions AS 309.4 309.4 Acquisition of Tecwel AS 119.1 119.1 Balance at 31, 2008 806.6 798.5 1,605.1 Adjustment of purchase price Peak Well Solutions AS (2.3) (2.3) Exchange rate fluctuations on goodwill measured in foreign currency (13.0) (13.0) Balance at 31, 2009 793.6 796.2 1,589.8 Capital expenditures fixed assets (In millions of NOK) 2009 2008 2007 Drilling Services 121.2 207.5 26.8 Well Services 74.6 58.0 70.1 Total 195.8 265.5 96.9 F-20
Geographic information by country Revenue (In millions of NOK) 2009 2008 2007 Norway 2,745.8 2,599.2 2,171.3 The UK 930.4 967.3 539.5 Other 148.6 58.2 17.3 Total 3,824.8 3,624.7 2,728.1 Total identifiable assets (In millions of NOK) 2009 2008 2007 Norway 2,744.1 2,825.3 1,826.0 The UK 333.6 408.4 159.6 Other 262.1 213.7 24.7 Total 3,339.8 3,447.4 2,010.3 Note 2 Other financial items In 2009, the Company recorded a loss of NOK 34.4 million related to other financial items. The loss is related to foreign exchange differences, primarily related to net receivables in EUR and GBP. In 2008, the Company recorded a loss of NOK 39.0 million related to other financial items. The loss is related to foreign exchange differences and primarily due to the weakening of NOK compared to USD and EUR in the fourth quarter. Other financial items in 2007 of NOK 3.3 million are also primarily related to foreign exchange differences. Note 3 Taxes The income taxes consist of the follows: (In millions of NOK) 2009 2008 2007 Current tax expense: Bermuda Foreign 71.9 62.0 72.6 Deferred tax expense: Bermuda Foreign (11.3) (37.3) (4.8) Total provision 60.6 24.7 67.8 F-21
The income taxes for the period ended 31, 2009 differed from the amount computed by applying the statutory income tax rate of 0% as follows: (In millions of NOK) 2009 2008 2007 Income taxes at statutory rate Income taxes related to other countries Norway 48.0 12.3 55.1 UK 11.1 13.2 12.3 Other 1.5 (0.8) 0.4 Total 60.6 24.7 67.8 In the consolidated financial statements for 2009 the Company has recognized NOK 7.1 million as general and administrative expenses related to stock options (NOK 12.9 million in 2008), which is not deductible for tax purposes. The Company s operations in the UK, US, Brazil, Norway and Denmark are taxable. Deferred Income Taxes Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The net deferred tax assets (liabilities) consist of the following: Deferred Tax Assets: (In millions of NOK) 31, 2009 31, 2008 31, 2007 Pension 34.9 57.8 39.4 Tax loss carry forward 19.5 13.6 0.7 Provisions 17.6 16.2 9.1 Other - 0.7 Gross deferred tax asset 72.0 87.6 49.9 (In millions of NOK) Deferred Tax Liability: 31, 2009 31, 2008 31, 2007 Drilling equipment and other fixed assets 4.6 3.2 1.5 Deferred tax on excess values 47.3 55.3 20.4 Other 3.9 6.2 Gross deferred tax liability 55.8 64.7 21.9 Net deferred tax asset 16.2 22.9 28.0 Included in Gross deferred tax liability for 2009 there is NOK 33.4 million related to surplus value recognised in the purchase price allocations of purchase of Noble Corporation s North Sea Platform Division, Peak Well Solutions AS and TecWel AS. F-22
Deferred taxes are classified as follows: (In millions of NOK) 31, 2009 31, 2008 31, 2007 Short-term deferred tax asset 6.9 3.9 9.1 Long-term deferred tax asset 9.3 19.0 18.9 Short-term deferred tax liability Long-term deferred tax liability Net deferred tax asset 16.2 22.9 28.0 The parent company, Seawell Limited, is headquartered in Bermuda which is a non-taxable jurisdiction. Other jurisdictions in which the Company and its subsidiaries operate are taxable based on rig operations. A loss in one jurisdiction may not be offset against taxable income in another jurisdiction. Thus, the Company may pay tax within some jurisdictions even though it may have an overall loss at the consolidated level. The following table summarizes the earliest tax years that remain subject to examination by the major taxable jurisdictions in which the Company operates: Jurisdiction Earliest Open Year Norway 2008 UK 2008 Note 4 Earnings per share The components of the numerator for the calculation of basic EPS and diluted EPS for net income from continuing operations and net income are shown below. The components of the denominator for the calculation of basic EPS and diluted EPS are as follows: Net income allocated to majority shareholders Weighted average shares outstanding Earnings per share (in NOK) 2009 Earnings per share 176.2 110,000,050 1.60 Effect of dilution: Options, in the money 567,792 Diluted earnings per share 110,567,792 1.59 F-23