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Goodwill
12 Months Ended
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets and Liabilities
GOODWILL

Our business consists of three operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups and (3) Other, which consists of management services on rigs owned by third-parties. Our two reportable segments, Floaters and Jackups, represent our reporting units. We have historically tested goodwill for impairment on an annual basis or when events or changes in circumstances indicate that a potential impairment exists.

At the beginning of 2015, our goodwill balance was $276.1 million, net of accumulated impairment of $2,997.9 million. During 2015, we recorded non-cash losses on impairment of $192.6 million and $83.5 million for the Jackups and Floaters reporting units, respectively, which were included in loss on impairment in our consolidated statement of operations. During 2014, we recorded a non-cash loss on impairment of $2,997.9 million for the Floaters reporting unit, which was included in loss on impairment in our consolidated statement of operations.

As part of our annual goodwill impairment test, beginning in 2014, we considered the decline in Brent crude oil prices, which resulted in significant capital spending reductions by our customers and resulted in the deterioration of our forecasted day rates and utilization. Additionally, during the latter half of 2014 and into 2015, our stock price declined significantly from above $50 in early 2014 down to $35 at the end of 2014 and ending 2015 below $15.
    
We considered the deterioration in our forecasted day rates and utilization, the sustained decline in our stock price and our asset impairment charges on certain rigs, and we concluded it was more-likely-than-not that the fair values of our reporting units were less than their carrying amounts.

During 2014, we concluded that the declining market conditions and asset impairments on older, less capable floaters indicated that the Floaters reporting unit was less than its carrying amount. Our qualitative assessment of our Jackups reporting unit indicated that the fair value significantly exceeded its carrying amount. During 2015, in light of further declining market conditions and more pervasive asset impairments, we concluded that both the Floaters and Jackups reporting units were less than their carrying amounts.

During 2014, we estimated the fair value of our Floaters reporting unit using a blended income and market approach. During 2015, we estimated the fair values of each reporting unit using an income approach. Due to volatile market conditions, we concluded that the income approach provided a better estimate of fair value compared to other valuation approaches.

The income approach was based on a discounted cash flow model, which utilized present values of cash flows to estimate fair value and was based on unobservable inputs that require significant judgments for which there is limited information. The future cash flows were projected based on our estimates of future day rates, utilization, operating costs, capital requirements, growth rates and terminal values. Forecasted day rates and utilization took into account market conditions and our anticipated business outlook, both of which were impacted by the adverse changes in the business environment. The day rates reflected contracted rates during the respective contracted periods and our estimate of market day rates in uncontracted periods. The forecasted market day rates were depressed in the near term but were forecasted to grow in the longer-term and terminal period.

Operating costs were forecasted using a combination of our historical average operating costs and expected future costs, adjusted for an estimated inflation factor. Capital requirements in the discounted cash flow model were based on our estimates of future capital costs, taking into consideration our historical trends. The estimated capital requirements included cash outflows for new rig construction and cash outflows to maintain the current operating condition of our rigs through their remaining useful lives.
    
A terminal period was used to reflect our estimate of stable, perpetual growth. The terminal period reflected a growth rate of 3.0%, which included an estimated inflation factor. The future cash flows were discounted using a market-participant risk-adjusted weighted-average cost of capital of 11.5% and 11.0% for the assessments performed at December 31, 2015 and December 31, 2014, respectively. These assumptions were derived from unobservable inputs and reflect our judgments and assumptions.

We evaluated the estimated fair value of our reporting units compared to our market capitalization. The aggregate fair values of our reporting units exceeded our market capitalization, and we concluded that the resulting implied control premiums were reasonable based on recent market transactions within our industry or other relevant benchmark data.

We compared the estimated fair value of each reporting unit to the fair values of all assets and liabilities within the respective reporting unit to calculate the implied fair value of goodwill and recorded an impairment to goodwill for the difference. All of our goodwill was impaired as of December 31, 2015.