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Seadrill Limited (NYSE:SDRL)

Q4 2012 Earnings Call

February 28, 2013 12:00 PM ET

Executives

Ragnvald Kavli – IR

Fredrik Halvorsen – President and CEO

Rune Magnus Lundetrae – SVP and CFO

Graham Robjohns – CEO and President, Seadrill Partners

Analysts

Michael Webber – Wells Fargo

Lukas Daul – SEB Enskilda

Anders Bergland – RS Platou Markets

Robert Hingley-Wilson

Peter Testa – One Investments

Robert Jensen – RS Platou Markets

Darren Gacicia – Guggenheim Securities

Greg Bennett – Argonaut Capital

Jeffrey Schwarz – Metropolitan Capital

Andreas Stubsrud – Pareto Securities

Todd Scholl - Clarkson Capital Markets

Operator

Good day and welcome to the Seadrill Earnings Release Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Seadrill. Please go ahead.

Ragnvald Kavli

Thank you operator and welcome to our Fourth Quarter 2012 Earnings Conference Call. Please note that this conference call also includes comments on the fourth quarter 2012 accounts for majority owned subsidiary of Seadrill Partners and North Atlantic Drilling Limited. The quarterly reports and other supporting materials are available on seadrill.com and nadlcorp.com and seadrillpartners.com.

Together with me on this call I have our CEO and President Mr. Fredrik Halvorsen; our CFO and Senior Vice President Mr. Rune Magnus Lundetrae; Robert Hingley-Wilson, our Senior Vice President and Chief Accounting Officer and Graham Robjohns, the CEO and President for Seadrill Partners. Mr. Alf Ragnar Lovdal, the CEO of North Atlantic Drilling Limited will also be available during the Q&A session.

But before I give the word to Fredrick, just an update on our business. I would like to remind everyone that during the course of this call, we may make certain forward-looking statements regarding matters related to our business and company that are not based on historical facts. Please note that such statements in addition to other information discussed are given within the Safe Harbor provisions provided by the Federal Securities Regulations. For further and more detailed description of other risks associated with our Company, please see our most recent Annual Report on Form 20-F and other filings with the SEC.

Fredrik, go ahead.

Fredrik Halvorsen

Thank Ragnvald. So good morning and good afternoon to all of you and thanks for listening and we do apologize for the delay at the start of the call.

Now, for the fourth quarter of 2012, we delivered an EBITDA of $604 million and a net income of $50 million. The corresponding earnings per share were $0.04. Now our earnings per share is lowered by the fact that we took a non-cash impairment charge of about $221 million on our holding in Archer.

As you know regarding our dividend, we did accelerate dividend for the fourth quarter and paid out $0.85 dividend back in December.

Now, operationally, if you look at the fourth quarter, our floaters achieved an economic utilization of 86%, compared to 82% in the third quarter. While this is an increase over the third quarter, it is clearly below our target and there is significant room to improve.

We will touch a little more on the development into Q1 asset goals for planned downtime classing as well as planned downtime.

Looking at our jack-ups which is on improved economic utilization there from 83% in Q3 to 94% in Q4. The main reason for this is of course that we had less jack-ups in transit this quarter.

For our tender rigs, I think it’s safe to say that we achieved another excellent operational quarter with 98% which is actually inline on our target than what we had in the third quarter.

So moving on to some of our highlights. I think it’s fair to say that Q4 was a busy quarter. In this fourth quarter, we completed the IPO of Seadrill Partners and we are very happy with all the performance and how that has traded since its IPO.

Importantly, we are on track to deliver forecasted double-digit growth in distribution and identified significant drop-downs candidates with the long term contracts and the right global customers backing it.

In late December, we also took delivery of a new tender rig, the T-15. This rig is currently being prepared for its upcoming five-year assignments with Chevron and will be offered to Seadrill Partners as one of the dropdown candidates.

Now if you look at the fourth quarter ordering we secured contracts with an estimated revenue potential of $2.3 billion. This of course increases our visibility and it’s very helpful to our dividend capacity. I think furthermore, it should be mentioned that we in Q4, we reached 66.16% ownership in Asia Offshore Drilling.

So moving on, we are looking at some of the highlights of what has already occurred in our first quarter of 2013. We are truly pleased to sign the SPA for the sale and purchase on our 18 tender rigs with SapuraKencana. The deal has an enterprise value of $2.9 million and will reduce our net debt directly to $2 billion as well as our new-build commitment with another approximate $350 million.

Now this gives us of course, substantial financial flexibility, something that we will clearly use. I think so far, we have acquired the Eclipse, now known as the West Eclipse for $590 million. This is a rig of course but it’s the same design as five of our other rigs that we already have in operation and it gives us further exposure to Angola, which is a region which is high priority for us and that we think holds a lot of promise looking into the immediate future.

In Q1 we also ordered another two new premium jack-ups at Dalian with a total project cost of about $230 million each. While we’re on the topic of jack-ups, there’s been a lot of discussion around the pinion gear failure from the F&G design. We have four such rigs; two at Dalian and two at Jurong.

We have taken the decision that we will not take these rigs out of the yard before the pins have been completely replaced. We were allowed actually to take them out of the yard and do the replacements offshore, but inline with our operations and safety standards, we have chosen to do this in the yard.

Now, given the size of a total fleet, we are in advanced discussions with our customers to substitute these units with alternate rigs and we’re quite confident that a good solution can be found with no material impact to our results.

So moving on to some of the highlights for the market and the market outlook. Oil and gas companies have indicated increased capital expenditures for 2013 and also this increase is expected to be spent offshore with both ultra deepwater and jack-up markets expected to reap the benefits. We’re seeing very strong interest from both the Gulf of Mexico, as well as East and West Africa.

Contract rates for ultra deepwater floaters that maintained a strong outlook based on anticipated demand into 2015 and depending on location and terms, the day rates are seen in the $550,000 to $650,000 range. We would like to point out that Seadrill is in an excellent position to capitalize on these future opportunities with six un-contracted ultra deepwater floaters available before mid-2015. Furthermore, looking at the harsh environment, we again believe this market to be quite tight with no significant capacity being brought to market before early 2015.

Looking at the current order book, the current order situation, we also do believe that this market may very well carry on with that strength well beyond 2015 as oil and gas companies focusing on replenishing declining mature fields we will have to increase their levels of drillings.

As for the jack-up markets, I think we all believe that that would be very good and indeed, it is turning out to be very, very strong. We are seeing increases in demand, day rates and also longer contract terms. The demand so far is mostly driven out of the Middle East and Asia. But they also experienced some additional demand coming out of West Africa.

Now, I am talking of facts that are little about two years, we’ve seen a record number of jack-ups being required from the market as operators prefer efficient gains in the modern units. And we do believe that this trend will continue and hold a positive long terms outlook for the jack-up markets and expect to reflect this in potential ordering as we move further into 2013.

As for the tender rig market, this continues to show strength and the market has further room to both grow and develop. The tender rig concepts continued to provide advantages in six spar and tension leg platform drilling with clear enhancements over standard platform drilling packages.

Okay. Looking at our operational footprint cover set up going forward, on the operational side, we have – with effect now from January 1 this year, relocated Seadrill management from Stavanger to London. And in addition, we have moved some more of our corporate functions to Dubai. Dubai, from which we operate our rigs in Africa and the Middle East is becoming an increasingly important region for the company and with lot of the completion of the sale of our tender rig business become our largest region in terms of number of rigs.

The long term contracts for jack-ups in the region provides an opportunity to build strong customer relationships based on strong operational performance. We also experienced strong demand for ultra deepwater units in the region and the region should be expected to track a number of the drill ships currently under construction.

Looking at our Americas regions, they are currently preparing to receive the two newbuild drill ships West Vela and West Auriga. And we also expect this area to be one of the most attracting some of our newbuilds currently under constructions.

So maybe a little bit more in-depth when it comes to the economic utilization. As we pointed out at the start of the call, our economic utilization for Q4 was clearly too low with Hercules being the main culprit.

Now looking into Q1, there are few more effects that are already in place. Firstly, of course, as reported, we did see another 30 days of downtime on the Hercules that has already been recorded. That rig has now commenced with Tauraus. But I think secondly, we have experienced an issue with a number of H4 connection bolts. This is something that has affected the whole industry. And we didn’t take a conscious choice to basically pool all the affected LMRPs and BOPs to rectify this issue immediately.

While this has caused a downtime so far in Q1, I am happy to say that our customers have reacted very positively to an attitude of not wavering when it comes to safety standards. I am also quite pleased to say that the operations teams have now managed to actually rerun all the BOPs that are affected. All the bolts have been changed out and the fitted rigs are now back in full operation. So this is now an issue that is behind us.

Looking at that and that included – we have recorded 117 days of downtime in Q1 to-date. The second issue of course affecting utilization going forward is that our maintenance and classing of rigs. For Q1, there’s only one rig that we expect to class and that should be in the realm of 21 days to get that done. All in, we are expecting to class another nine units through all of 2013 and there’s about 60 units coming up in 2014.

Again, I think we have a good plan in place, I think the operations team has done a great job of spacing this out, making sure that we can do as much as possible of this between contracts and in a very efficient manner than actually coming in for class. As such, I am happy to say that it will be an impact of less than $100 million to get all the classing on for the units coming up in 2013.

Now, to sum it up, I think it’s fair to say that for the first quarter of 2013, we will be later focused on the operational performance, making sure that we get our economic utilization and also making sure that we gear up to receive all our newbuilds.

With this mind, we expect moderate growth and consolidated cash flow for the first three quarters. So this should set us up for a material increase in cash flow for the fourth quarter and we’ll have another 11 units or so operating. As a matter of fact, we do expect that over the course of Q4, we should achieve an annualized run rate in EBITDA of $3 billion.

Now, looking even a little further along, this would again set us up in making us track towards a target of a run rate of $4 billion. That should be reached in the first half of 2015 when all our newbuilds have been delivered and are on contracts.

So with that, I would like to hand the call over to Rune Magnus to take you through the financial in some more detail.

Rune Magnus Lundetrae

Thank you, Fredrik, and good morning and good afternoon everybody. I will start with the financial performance highlights. EBITDA of $604 million, earnings per share of $0.04, due to the Archer impairment in the quarter and operating profit of $441 million. Dividend for the quarter, there’s no additional dividend as we paid the accelerated cash dividends in December last year for the fourth quarter.

Moving on to the EBITDA contribution. EBITDA increased by $30 million from the third quarter. For the floater statement the increased amounted to $25 million and the main drivers were as follows; West Pegasus, West Sirius and the West Polaris all have fair performances in Q4 compared to the operational challenges we experienced with these rigs in the third quarter.

For the fourth quarter, we experienced operational challenges related to the West Immanence, West Phoenix and the West Leo with approximately $30 million of EBITDA impact.

For the jack-ups, the increase of $4 million was related to the units operating in the fourth quarter that were in transit in previous quarter as we discussed in our last conference call. This was offset by the new units moving in the fourth quarter.

For the tender rigs, we experienced an increase of $1 million, compared to the last one. The main reason for the increase is higher utilization as several units are operating during the entire quarter.

Moving on to operating income for each segment, I’ll start with the floaters. As mentioned in the EBITDA overview, there was a significant increase in the operating profit in the fourth quarter, compared to the previous one. For this segment, the increase in net operating profit amounts to $22 million, and the main drivers were as follows; the before mentioned Pegasus, Sirius and Polaris all have better performances in the fourth quarter compared to the operational challenges in the previous one and this was all related to the BOP issues.

For the fourth quarter, we experienced operational challenges related to the BOP, also for the West Eminence, Phoenix and Leo, and this had approximately $40 million impact.

The increase in reimbursables are mainly related to the OpsPrep or operations preparations for the West Aquarius asset moved from Asia to Canada. The G&A expenses also had an impact of in total $14 million for this segment.

For these jack-ups, the increase of $5 million to operating income is related to US operating in the fourth quarter that were in transit in the previous one. This was offset by a new units moving in the fourth quarter and this had approximately of $14 million positive impact.

For the tender rigs, we spent $1 million and it increased in the quarter. The main reason for the increase is higher utilization, not higher day rates for the West Setia apart from the $5 million offset by a provision on disputed day rates for the West Jaya.

To sum it up, total operating income for the quarter was $1.2 billion, up from $1.1 in the previous quarter. Total operating cost was $774 million with net operating income of $441 million. Total financial items have increased by $177 million, mainly related to the impairment on our Archer investments. In addition, we recorded a gain of $17 million on forwards and cross currency interest rate swaps arrangement during the quarter.

Moving over to the balance sheet and I’ll start with the asset side. Newbuilds increased by $253 million, compared to the end of the third quarter. The increase is mainly related to capitalized drilling equipment and system for the West Auriga, Vela and T16 that we will take delivery in 2013. In addition, we have paid yard installments for the T15 and the West Mira.

On the liability side, long-term interest and debt increased by $601 million, compared to previous quarter. The main reason for this increase is that some of our facilities are due within 2013 and this should save the opposite increase in the current portion of long-term debt.

The increase in related party liability are related to the sale of the $500 million NADL bond to Metrogas. And I will move over to North Atlantic Drilling and I will start with some non-financial highlights. First, Statoil exercised its options to extend the contract for the West Epsilon for two years. That will take us into the end of 2016 for that jack-up rig in the North Atlantic region.

North Atlantic Limited filed its draft registration statement for initial public offering in the US to the SEC. The West Hercules commenced its contract with Statoil in January 2013. And lastly, we aim to list NADL at the New York Stock Exchange in the second quarter of 2013.

Then financial reporting highlights for North Atlantic Drilling. The company refinanced an EBITDA of $140 million in the fourth quarter. This is down $8 million compared to the last quarter.

The fourth quarter operational performance was negatively impacted by downtime recognized on some of the semi-submersible rigs in addition to the inshore yard space for the West Alpha which ran in to October 2012. The cash flow from the operating activities was limited to $50 million in this quarter compared to $42 in the previous. The reason for this is mainly related to mobilization expenses for the West Hercules paid during the quarter, which will be reimbursed by Seadrill as the rig owner.

This is fitting as short-term receivable in the balance sheet of North Atlantic as of December 2012 and we expect to see the opposite effect on working capital in the coming quarters. The event is maintained at the same level as it has been for the last five quarters.

Total operating revenue for the quarter amounted to $283 million. This is an increase of $22 million, compared to the previous quarter. This is impacted primarily by winterization work carried out on the West Hercules which is reimbursable towards the client being Statoil payment date can be seen on reimbursable expenses.

On the net income, the net income was $50 million, down from $65 million in the third quarter and this was mainly due to conversion of historic, mainly due to tax expense for the quarter amounted to $28.8 million. And this is mainly related to the increased estimates related to the conversion of the function of currency for the tax returns.

On the balance sheet there were no significant changes on either the asset side or the liability and equity side. And with that, I will pass the word over to Graham Robjohns, the CEO of Seadrill Partners.

Graham Robjohns

Thank you, Rune and good afternoon everybody. I’m delighted to be here to present Seadrill Partner’s results for its first quarter after completing its successful IPO in October. We generated distributable cash flow $14.1 million for the period, from the IPO closing date through to the end of December 31, 2012. Our net income for the fourth quarter of $20.9 million after the deduction of non-controlling interest and operating income of $72.2 million.

We declared a distribution for the period from IPO closing date through to the end of the year of $29.06 per unit, which is on a pro rata basis effectively the minimum quarterly distribution of $38.75, but for the period from IPO to the end of the year and that was paid on February 14, 2013.

Of course, one of our key strategies is to grow our distributions over time through accretive acquisitions. And we believe we have significant potential for future growth through various dropdown opportunities from Seadrill Limited.

Notably as we heard earlier, and Seadrill secured two five year contracts for rigs and since the ultra-deep water rigs, since the IPO in October adding to this opportunity.

We move over to the next slide and looking at operating income. Operating results were significantly improved from the same period last year, principally due to the Capricorn not having commenced operations in the fourth quarter of 2011.

Our rigs have performed well since the IPO with an average utilization of 97%. Revenues at 181 million, we’re consistent with our IPO forecast, although OpEx, operating expenses were slightly high due to some one-off costs related to the Aquarius. And this meant that our operating income was slightly down than forecasted $72.2 million.

Moving over to the next slide, the continuation, continued on the income statement. Interest expenses were lower than our IPO forecast, principally because the average rates of the interest rates swaps.

We entered into post IPO at a rate of 1.16%, which is lower than the long term rates that we used in our forecast.

Also included with another financial item is a loss of approximately $5.1 million relating to the mark-to-market valuation of these interest rate swaps. This of course is a non-cash item and will never be a cash item unless the swaps are terminated.

And this brings us down to a net income for the quarter after non-controlling interest of $20.9 million.

Move over to the page to the balance sheet, and start with the balance sheet, assets there’s not too much to say on the asset side, other than the fact that in addition to our cash and cash equivalents, we have a $300 million revolving credit facility provided by Seadrill that currently remains undrawn.

Moving over to the next slide in balance sheet’s liabilities, total long-term debt, total long-term debt classified as long-term and the current portion of long-term debt as of the December 31, 2012 with $1.192 billion based upon annualized Q4 EBITDA, we have a net ratio as of the end of the year of net debt-to-EBITDA of approximately 3.1 times.

I’ve already mentioned our interest rates, swaps, and you will see as we’ve mentioned at the bottom of this slide, the 95% now of our long-term debt is swapped to the fixed rate at an average interest rate excluding margin of 1.16%.

Moving over to the next slide to look at distributable cash flow and we start here with net income before non-controlling interest of $50.8 million. We then back of course non-cash items including the $5.1 million interest rate swap valuation loss that I referred to earlier.

And then we deducted maintenance and replacement CapEx and cash flow attributable to non-controlling interest that should give us distributable cash flow for the quarter of $26.4 million.

We then further deducted the pre IPO distributable cash flow of $12.3 million to give a post IPO distributable cash flow of $14.1 million.

Our fourth quarter and that’s actually on the slide that is depicted as net operating income which of course should be distributable cash flow. Our fourth quarter pro rata distribution paid for the fourth quarter in February 2013 was $12 million.

Then if we turn over to the next slide, this sets out the existing assets and contracts of Seadrill Partners. We have remained in contract term on average of 3.7 years, and as you will see from the right hand side of this chart, some very good and strong counterparties.

And then finally, if we turn over to the next slide to look at some of our growth opportunities. This slide really represents our growth opportunities. At the top of the slide, you’ll see tender rigs T-15 and T-16 which were the two option vessels included as part of the IPO.

And then we have the two rigs that have secured five year contracts since the IPO, the West Leo and the West Mira.

Then there are three other rigs that the Seadrill Partners does not have the rights to acquire, but of course, do represent a potential drop down candidates in the future those are really on long term contracts with BP and the Gulf of Mexico.

But we also believe it is pretty clear that there is a significant growth potential for Seadrill Partners and we are very confident of our ability to be able to grow our distributions aggressively moving into the future.

And with that, I will open up the call to questions and answers, operator.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from Michael Webber of Wells Fargo. Please go ahead.

Michael Webber – Wells Fargo

Hey, good afternoon guys, how are you?

Graham Robjohns

Good.

Michael Webber – Wells Fargo

I’ll start and keep this quick, because I would imagine this is a crowded call.

My question is around the MLP. And Graham, you just touched on the drop down schedule there, but I just wanted to make sure this, do you have any changes in the drop down timing on T-15 and T-16? And given that you just gave a four months extension on the Leo, is it safe to assume the Leo will probably be the most likely candidate to be the next drop down after the two tender rigs?

Graham Robjohns

Quite possibly, yes. I mean there’s no schedule, there’s no change to T-15 and T-16 contract commencement time.

Michael Webber – Wells Fargo

And with regards to the Leo being the most likely candidate to be the most drop down sometime in the back half of the year?

Graham Robjohns

It’s certainly a possibility. Yes. Obviously, the extension is given to give Seadrill Partners some time to consider its options, change options in connection with that vessel.

Michael Webber – Wells Fargo

Okay. That makes sense. Just one more from me, you mentioned in the release that you’re looking at financing options there, assuming you draw down on the Seadrill credit facility finance T-15 and T-16, what are you looking at in terms of financing options for that next UDW drop down?

Obviously equity is difficult the first year out, would it be an extension of that Seadrill facility? Can you maybe just give some color in terms of what you’re looking at?

Graham Robjohns

I mean, we’re looking at a variety of options. I mean, as you mentioned earlier the net debt-to-EBITDA ratio is pretty low at 3.1 times. So we certainly have some debt capacity.

And as you said, equity is difficult in the first year, but not impossible. So I think we would look at all options and a clear focus on making sure we start growing those distributions as quickly as possible.

Michael Webber – Wells Fargo

Okay, great. Thank for the time guys. I’ll turn it over.

Graham Robjohns

Thank you.

Operator

Our next question comes from Lukas Daul of SEB Enskilda. Please go ahead.

Lukas Daul – SEB Enskilda

Yes, hi guys. Just a few questions on the down time that you referred to in your prepared comments. The 117 days in Q1, is that a down time which comes with a zero day rate?

Fredrik Halvorsen

Fredrik here. That is at zero day rate, that’s right.

Lukas Daul – SEB Enskilda

Okay. And then regarding the classing and SPSs during 2013, you said that you anticipate the revenue loss of less than $100 million. Can you also say what would be the associated CapEx related drills in our space?

Fredrik Halvorsen

The statement on that one is, we will go through classing of our nine vessels and rates, and for that, we expect yes less than $100 million. Of course, that means that we’re able to class quite a few of them also in between or at some rate and so forth. I think there’s been some careful consideration going into that.

And when it comes to the actual CapEx and so forth classing, it will vary quite a bit between the type of unit jack-ups versus deep-water units and so forth, that’s a rule of thumb, but I think you are somewhere at the $19 million to $27 million space for a classing.

Lukas Daul – SEB Enskilda

$19 million to $27 million...

Fredrik Halvorsen

For deep-water units, yes.

Lukas Daul – SEB Enskilda

Okay. Okay, that’s it. Thank you.

Fredrik Halvorsen

Thank you.

Operator

Our next question comes from Anders Bergland of RS Platou Markets. Please go ahead.

Anders Bergland – RS Platou Markets

Thank you. Good evening, gentlemen. A couple of question on the North Atlantic drilling, and first of all the tax rates, can you give some guidance for the tax rate going forward? Secondly, what are the growth opportunities that you see for the North Atlantic Drilling company going forward and when can we expect some contract on the west navigator?

Robert Hingley-Wilson

It’s Rob, I’ll deal with first of all with tax, I think you should look at as far as three quarters as being a sustainable run rate on the tax. The hike in the tax this quarter is non-cash. It’s principally a long term provision and a lot of that element is an accounting deferred tax associated with the provision.

It’s not cash, it doesn’t represent tax operations. It is thing to see as a one-off item and back to Rune on the growth question.

Rune Magnus Lundetrae

Can you just repeat the second part of your question please?

Anders Bergland – RS Platou Markets

Yes. What kind of growth opportunities do you see for North Atlantic Drilling? And secondly, what can we expect contract for West Navigator and Rigel?

Robert Hingley-Wilson

I think on first with the growth, I think we see two things in that region. We see a pretty tight market when it comes to available units. And then the second thing is that we see similarities to what we also see the jack-up market where we have a lot of older rigs that will provide us some significant growth opportunities a little bit close down the line.

When it comes to when we will execute or act on those opportunities, I think we mentioned one of them is the West Rigel, and I think we want to be careful not to comment to pass the newbuilds. But we will be ready as soon as we feel that there is enough demand to absorb more newbuilds into that region. I think, probably us coming out with any news from the West Rigel at the good timing or guidelines or timing for that growth.

When it comes to Navigator and Navigator in specific, I’ll just bring you to offline mode you can…

Rune Magnus Lundetrae

Hey I am Rune, so now we guess that we are working with several clients and opportunities, it’s ongoing work, that’s what work going on with…

Anders Bergland – RS Platou Markets

Okay, then just a final question. The West Rigel, could it possibly be deployed to non-harsh environment regions such as Australia?

Robert Hingley-Wilson

Well that’s going to go, possibly, right? We will be a catalyst and well deploy the rig where we get the best return.

Anders Bergland – RS Platou Markets

Okay. Thank you very much.

Operator

Our next question comes from Edward Donohue of One Investments. Please go ahead.

Peter Testa – One Investments

Actually it’s Peter Testa from One Investments. A couple of questions please. One, just looking at the $2.5 billion coming out of Sapura you’ve given us some view on what you’re doing with the cash, maybe some other thoughts on how, the degree to which that will be recycled into existing projects, to be funded new projects or other? And secondly, talk about wanting to ensure the OpEx does not become greater than current levels. I was wondering if you could give us some idea of what you regard current levels are per quarter?

And then last thing, it’s just on NADL, if you could give us some understanding on the funding steps that you need to take on NADL where you stand? Thank you.

Fredrik Halvorsen

Okay. Maybe I’ll take the first piece on the SapuraKencana transaction. I think what SapuraKencana does is two things it frees up capital to reinvest back into the jack-up space and also the deepwater space, harsh environment space.

We have taken some steps. I think we still have more firepower. Right now, we like the ordering situation, I don’t think we should expect something just now, but as Rune pointed out earlier, I have been watching that window very carefully. And there is an abundance of investment opportunities, just stay tuned on that one.

I think the other thing the Sapura transaction achieves for us though is one of more focus. It allows us to sharpen the organization, to sharpen the focus on uptime on both the jack-up and the deepwater side of the business.

Rune Magnus Lundetrae

To comment on the OpEx level, I think we are too concerned on the operating OpEx side. We have if you leave G&A out of that statement just for a minute we feel that we have pretty good control of personnel cost and repair and maintenance cost and so on. And we haven’t seen a significant increase there.

When it comes to G&A, we have said in also in the reports for the last two quarters and we expect that to come back down to the previous level, i.e. before, or the first half of last year when you get into summer of this year. And we have been pretty expensive why we have seen an increase is related to move to London and also some IT upgrades that we have done in Germany.

So I think that’s my comment on OpEx. We don’t disclose more detail exactly what the OpEx split is between the OpEx classes. So you could have happened, we don’t expect to see a significant increase in the OpEx level for our rigs in either regions.

Peter Testa – One Investments

[Inaudible] interrupt you, I mean that wasn’t really why I asked the question because there are a number of exceptional things going forward, going on now, and I guess your point is relating more to rig availability and BOPs and so on.

And maybe I was trying to understand what you thought given that you do have rigs which are now going to five-year classes which you’ve outlined, but you also have had new rigs and challenges with BOP. Maybe if you just helped us understand the renewed focus shift bringing to that topic, what you think you can achieve in terms of regularizing the OpEx from that perspective?

Fredrik Halvorsen

All right. I think the main cost, we really had a talking about there, is the time lost you have to pull and run BOPs. So I think we clearly want to pull that back up and we’ve stated I think with the release today a target of economic utilization around that 95% figure.

You get back up there, I think you’re taking care of all that cost, and that it’s focused now on the next three quarters, obviously, given the H4 connector issue, here, we have a little slow start to Q1. But rest assured that this is on everyone in the management team’s agenda to get that back up as we move into Q2.

And then you asked about the balanced capital structure, I think that’s something we are actively looking at the moment when we plan for the listing. We said that we want to file again in this quarter, and then hopefully start trading in the next, or in the second quarter of this year.

So, I think the capital structure is something we’re definitely looking at. What we also see, with the West Linus and Rigel coming into this that goals will also benefit the robustness of North Atlantic Drilling. I think you just have to wait and see what that capital structure will be.

Peter Testa – One Investments

Okay. Thank you.

Operator

Our next question comes from Robert Jensen of RS Platou Markets. Please go ahead.

Robert Jensen – RS Platou Markets

Hi, guys. Just a follow up on some of the capital structure question, this one is for Seadrill. You have about $2.4 billion of debt maturing this year, and about $2.7 billion of newbuild CapEx. Can you give us some color on where you are in terms of refinancing your debt and securing new facilities for the newbuilds?

Fredrik Halvorsen

First, I would just do sort of distinguish, so we have two main refinancings this year, we have the West Prospero and West Eminence that is total of some $260 million that we need to refinance. Prospero expires this summer and the Eminence at the end of the year.

Obviously we are extremely confident that we will be able to refinance those rigs and also get some additional funds out of that refinancing. And then you have I’m sure in your calculation, you refer to the sheet finance refinancing which is for the West Hercules and the Taurus and the Polaris and ship finances already got firm commitment for the West Polaris with a 100% oversubscribed deal they did in January and then they are working at West Hercules at the moment and expect to close that sometime in the second quarter, and then they will do the West Taurus lastly.

On our other capital commitment, as we wrote in the board report, we’ve got firm commitments of some $2.6 billion for the newbuilds this year, excuse me, it’s 10 newbuilds. And then the outstanding rigs is West Linus and then the two ALD rigs, two and ALD.

So I’m very confident that when it comes to refinancing, and it comes to the West Linus with the five year contract with Conoco we will get - not only financing, but very competitively priced funding for those units.

Robert Jensen – RS Platou Markets

Okay. And regarding the Linus, you said that, in the report, it says that you’re looking at different lease structures, can you specify a bit more what you’re sort of indicating there?

Fredrik Halvorsen

I think we’re just talking about maybe an additional tool to our financial flexibility. So we just add that it is possible to do that at these structures without particular unit as well, but we have not concluded on anything at this point. I only feel we have plenty of time and when you have five year contract you do get a lot of interest from the banks that we would like to work with.

Robert Jensen – RS Platou Markets

Okay, and then just to clarify, is it possible for you to drop down in North Atlantic Drilling assets into an MLP or the Seadrill Partners MLP?

Fredrik Halvorsen

It’s impossible, I guess, it’s a different question to, if it’s likely, so if you ask if it’s possible, yes, it’s possible but.

Robert Jensen – RS Platou Markets

Is it likely?

Fredrik Halvorsen

No.

Robert Jensen – RS Platou Markets

Okay and just one final one if I may. You have some total return swaps that you entered into late last year and could you just tell us a bit about what’s the rationale behind this?

Fredrik Halvorsen

I think, we have made a lot of commitments over the last 18 months. And I think we would now start to see the benefits of that commitment. So we try to free up some liquidity. So we can be ready to take delivery of all these newbuilds and then see that growth in our liquidity and in our EBITDA.

So, it’s just a way for us to give us a little bit of flexibility. It’s nothing more than that.

Robert Jensen – RS Platou Markets

All right. Thanks a lot.

Fredrik Halvorsen

Thank you.

Operator

(Operator Instructions) Our next question comes from Greg Bennett of Argonaut Capital. Please go ahead.

Greg Bennett – Argonaut Capital

Hi. This is a question for NADL please. Could you just explain to us clearly the reason for the further delay in the IPO listing in the US, and then further to that, just give us a lot more clarity on your listing going forward particularly across the timeframe et cetera?

Fredrik Halvorsen

I think as we said before, we understand that there’s a certain impatience with us getting that not that that we are drilling [inaudible] in the US. When you look at the activity level of this group that is the main reason combined with we wanted to possible get some more growth into that story when we list it, but of course we have the option just to list that as it is now and that is probably the most likely scenario.

So it’s just that we’ve had a very busy pipeline of some huge projects, Seadrill Partners and we have the support transactions that we didn’t really plan for, for a long time. And that disrupted that with the process.

I think we want to make sure that when we do those kind of process, i.e. filing with the SEC you do not want to have any mixed steps when it comes to documentation and of course of what you file.

Now we are on track to file using our fourth quarter numbers and that would allow us to be listed in the second quarter. So that is our thorough target now.

Greg Bennett – Argonaut Capital

And when you say second quarter, could we have a sort of April, May, June? Do you have any sort of...

Fredrik Halvorsen

I think May is more likely because you just never know how long the SEC will sit on the documents. In our experience from the recent IPO of Seadrill Partners is that it took all the day they have the right to use the first round and that’s in the second and third round.

So it depends on the SEC, as well as on us with how detailed the comment that as we receive it. But, I think May is a very good assumption.

Greg Bennett – Argonaut Capital

Okay, thank you.

Operator

Our next question comes from Darren Gacicia of Guggenheim. Please go ahead.

Darren Gacicia – Guggenheim Securities

Hey. Thanks for putting me in. I just had a question. If you think about kind of financing, I realize that there’s a variety of different options in front of you on how to do this. But if you think about it with incorporation of the SDLP, given the premium that the partnership is trading at, does that start to increase the amount of the percentage you may want to drop in kind of net? And how do we think about sort of how do you break them, how much on a per rig basis you want to put kind of in debt versus how much you want put in the partnership? Is there a framework to kind of consider how that may go forward?

Rune Magnus Lundetrae

I guess I can give initial comment and maybe Graham can fill in. The way I understand pricing is that how are you going to see the capital structure of each drop downs and we’ve said we expect that as rule of thumb, excluding the – Graham commented on earlier but you can assume about 50-50 equity. But I don’t know if you want to elaborate, Graham, or if you understood the question be any different?

Graham Robjohns

No, I think that’s about right Rune, I mean, the MLPs by definition are conserved eventually to move on to make sure the stability of our cash flow. So we don’t want to over lever. We are in a reasonably good position of only doing it to an EBITDA of 3.1 times.

But I don’t think you should expect to see heavy leverage at the partnership level.

Darren Gacicia – Guggenheim Securities

But with the equity component of that, what part of that is kind of an internally funded aspect and part of that to be - what you raise in the drop down to the partnership?.

Graham Robjohns

Do you mean how much equity would Seadrill Limited take in those dropdowns?

Darren Gacicia – Guggenheim Securities

Yes, exactly. So it seems like people could get the original structure, it was about a quarter roughly speaking.

Graham Robjohns

Obviously, there are two elements of potential drop down here. One is additional units in OPCO that Seadrill Partners could acquire and of course units in new assets dropped directly into SDLP. I mean, I’m answering here little bit for Seadrill, but I would expect you should expect to see some dilution over time of Seadrill Holding and Seadrill Partners.

It probably takes some equity in each of the transactions, but not equivalent to the percentage of shares they hold at the moment.

Unidentified Company Representative

Graham, it will be. I think it also would – just revisit the point I think on the earlier caller made which is that there may be a difference between the catalyst of the drop down in that 365 days as to get it on a long-term capital structure, just because of the time that it’s the equity based dropdowns in the first year.

Darren Gacicia – Guggenheim Securities

Sure, because I would imagine though, given the premium that the partnership is trading at that there’s probably an optimal balance point where in terms of maximizing distributions to Seadrill Limited. You want to maximize the fact that that’s trading in a big premium, because it probably has an optimizing effect. I was trying to get a sense of where that may be.

Graham Robjohns

I think – well, let Rune –

Rune Magnus Lundetrae

Well, I think that’s – yes, but if it’s a good point, I’m not sure we have just where we are right now in the first 365 days. I’m not sure we have sweet spot. I think if you look at each transaction for the first year and then the long term 50-50 split being the right one.

Darren Gacicia – Guggenheim Securities

I mean, do you still – as the dropdowns happen, you kind of finance and kind of have things going into operation. Should we see a linear effect to what be happening at the distributions of the parent level, i.e. distribution should be impacted kind of in a proportional way as the rigs come on and you finance?

Graham Robjohns

Seadrill Partner distributions or Seadrill Limited distributions?

Darren Gacicia – Guggenheim Securities

Seadrill Limited, because I will imagine that you get the benefit of the uplift from the partnership and the dropdowns and you kind of lower your net cost. Then all of a sudden, you create the environment where you can raise your distributions at the parent level.

Graham Robjohns

I mean, we certainly could and of course, that’s a focus for us but also been the main opportunity and it then leaves free cash flow generated by the dropdown on parent itself will remain an opportunity to the cash in terms of a reinvestment case, in terms of market-wide M&A or in terms of return to shareholders. I think we love to keep our options open and will keep our options open.

Darren Gacicia – Guggenheim Securities

Great. Well, thanks for your time.

Graham Robjohns

You’re welcome.

Operator

Our next question is from Jeffrey Schwarz of Metropolitan Capital. Please, go ahead.

Jeffrey Schwarz – Metropolitan Capital

Good afternoon, gentlemen. I have two quick questions – specific questions and then a follow-up. The specifics are – and these are regarding North Atlantic. The target for normalized utilization, am I right in hearing that at 95% and based on some of disclosure about downtime in Q1 and yard space in Q2. Is it fair to assume that Q2 will look similar to Q1, which looked like Q4 in terms of revenue efficiency?

And then as to G&A, which is up sharply from earlier this year – up about 60% from Q1 and Q2. Is that associated with the move of Seadrill management to London? And should I assume that the NADL G&A will come down along with the Seadrill G&A?

Fredrik Halvorsen

So let’s do the first one. When it comes to the utilization target, the 95% target that was quoted, is across all of our deepwater units including those that are in North Atlantic. You should take that as a target across the deepwater fleet.

When it comes to uptime and downtime, I think you saw the worst. We are just being down for the entire quarter in Q4. We expect marginal improvements in Q1. We expect Q2 again to moderately improve. Over and beyond Q1, given that the whole H4 LLRP collector issue is now taken care of. So it’s certainly a target to see economic invitation now increasing quarter-over-quarter, Q4 to Q1, Q1 to Q2.

On the G&A question, I think if I understood you right, the question was the does it that became just the Seadrill and just the move of Seadrill or does it go across the group? I think once I could, it’s a move of the management company to London as commented on before. It is a bit wider than that in that we have had a global IT project if you wish called one Seadrill which has been implemented across all our companies, all our units that has also proven to be a lot more expensive and we’re just now starting to reach across with that and we will be ramping that down as we get into the second half of the year at which point we think G&A will normalize.

Jeffrey Schwarz – Metropolitan Capital

Okay, thank you. I would like to follow-up the previous questioner who asked about the NADL listing, and just to express a level of disappointment as a shareholder who participated in the initial private placement of NADL. I have the sense that that NADL is a stepchild here as that Seadrill has had other priorities whether it was the MLP, but as a NADL holder, I have seen the option on the West Mira lapse and shortly thereafter, Seadrill signing up a five year contract for it, which will then be potentially available for the MLP to be buying and while the West Rigel remains uncontracted.

And as you have pointed out, the listing here in New York is probably going to drifting into Q2 of 2013 when in the initial private placement, you folks talked about getting it listed by the end of 2011 on a major exchange. Can you comment on why NADL shareholders should feel that going forward, we will not be the stepchild that we have been over the last couple of years?

Fredrik Halvorsen

Certainly, we don’t like to disappoint. So, feedback taken. Now, having that said, I feel operationally, since it has been I think operations have been really good. It’s been a 10% yield. We are moving this process we can now towards the listing as Rune described earlier. We remain quite big shareholders and confident shareholder side if that Seadrill into North Atlantic ourselves. We just put in place a new CEO who is one of the most confident guys we have on the team. We brought him up from Asia-Pacific, Mr. Alf Ragnar Lovdal. So I think you should expect to see that’s coming your way over the first half of that.

Jeffrey Schwarz – Metropolitan Capital

Okay. Well, we’ve waited this long and we will happily wait a little while longer and look forward to hopefully meeting the new CEO, maybe on an American road show when you prepare for the listing.

Fredrik Halvorsen

Well, I appreciate the patience.

Operator

Our next question comes from Andreas Stubsrud of Pareto Securities. Please go ahead.

Andreas Stubsrud – Pareto Securities

Hello. Two quick questions – number one, the Chinese financing you mentioned. Is that – or should I assume two jack-ups and two tender rigs in that financing?

Fredrik Halvorsen

Yes. Originally, it included two extra jack-ups that they were taking out of the facility after we have the initial agreement with the product.

Andreas Stubsrud – Pareto Securities

Okay. And approximately 70% out of the construction cost, is that correct?

Fredrik Halvorsen

Yes. Slightly higher for the rigs and slightly lower for the jack-ups.

Andreas Stubsrud – Pareto Securities

Okay, great. My second question is related to page six of your presentation. I’m just a little bit curious on your jack-up comments specially on the West Africa demand. What’s the reason behind this? And do you see a big change from 2012 and right now, since you’re mentioning with Africa having seen that before?

Fredrik Halvorsen

I think what we are trying to mainly express that we have, yes we’re quite optimistic when it comes to the jack-up space and I think that’s one of the areas that it will be quite active as we go to the first half now.

Andreas Stubsrud – Pareto Securities

Okay, so you actually expect a couple of contracts more for new jack-ups or continuing to be all jack-ups in West Africa?

Fredrik Halvorsen

We don’t really to comment on where we expect contracts. We do expect contracts.

Andreas Stubsrud – Pareto Securities

Okay. Great. Thanks.

Fredrik Halvorsen

Operator, we’re now ready for our last question.

Operator

Our last question from Todd Scholl of Clarkson Capital Markets. Please go ahead.

Todd Scholl - Clarkson Capital Markets

Good evening guys.

Fredrik Halvorsen

Hello.

Todd Scholl - Clarkson Capital Markets

I just had a question related to the JU 2000 jack-ups that you have decided to keep in the yard for an extra six months. And you mentioned that you’re looking for substitute throughout your fleet. I’ve got two questions with regard to that. One, is that kind of coming from customer pressure, or the customers kind of asking for replacements? And two, is an option potentially to maybe use some of the Asia offshore drilling jack-ups?

I know they’re a little bit lower spec, but could they be potentially used to replace the jack-ups that are going to stay in the yard a little longer?

Fredrik Halvorsen

To the first part of the question, I think luckily we have the luxury actually of doing what we feel is right. We have enough units to substitute with that, that we can let him stay in the yard, we think at the end of the day, it will be a lot more efficient than to try and not have to reduce jacking lower than so far which will go for much more inefficient operations once the rigs hit the stone.

So in that sense, our customers are actually very happy to have the discussion around what we can substitute with. So that they don’t get sort of a rig that is not operating at its fullest.

So those are the discussions we’re having right now. I didn’t call it pressure. I think it’s a two way dialogue on how we can best sort the situation and what would create the best operating efficiency and the most safe operation.

The decision has already been made that we won’t take the rigs up, that six month delay. We have several options for how to substitute, each of our rigs are certainly among the options that we are looking at.

Todd Scholl - Clarkson Capital Markets

Okay. Great. Just one last question, kind of related to the ultra deep-water market if I may. In your prepared comments, you highlighted the Gulf of Mexico, in both East and West Africa, as areas of strength. You kind of left Brazil out. It seems like Petrobras has been delaying some tenders. Do you view that now as – if you were to stratify the markets, would you say the West Africa then Gulf of Mexico then East Africa and then Brazil, somewhere after? Or is there maybe even another market that’s right now in the ultra deep water space that you find even more attractive than Brazil?

Fredrik Halvorsen

I would say we are, I think East, West Africa is where a lot of the action is as well as Gulf of Mexico right now. What makes us – yes what makes us most excited, I think one of the really exciting things here is that the market is now so tight even without Brazil. So in a scenario where you see Brazil coming back, that goes for a market that we take a liking too. .

Todd Scholl - Clarkson Capital Markets

Okay, great. Thank you.

Fredrik Halvorsen

I thank all the participants for participating and see you again next quarter.

Graham Robjohns

Thank you. Bye, bye.

Operator

That will conclude today’s conference call. Thank you for your participation ladies and gentlemen. You may now disconnect.

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