Seadrill - Q2 2023

Transcript

Operator (participant)

Hello everyone, and welcome to today's conference call titled, Seadrill Second Quarter 2023 Results. At the end of today's presentation, there will be an opportunity to ask a question. If you would like to ask a question at that time, please press star followed by one on your telephone keypad. Please limit yourself to one question and one follow-up question. If at any point your question has been answered or you change your mind and would like to repeat your question, please press star followed by two on your telephone keypad. If you should require operator assistance at any time, please press star followed by zero . I would now like to turn the call over to Lydia Mabry, Director of Investor Relations, to begin. Lydia, please go ahead whenever you're ready.

Lydia Mabry (Director of Investor Relations)

Thank you, operator. Welcome to Seadrill's second quarter 2023 earnings call. With me today are Simon Johnson, our President and Chief Executive Officer, Grant Creed, Executive Vice President and Chief Financial Officer, and Samir Ali, Executive Vice President and Chief Commercial Officer. Before we begin, I would like to remind you that some of today's comments are forward-looking statements within the meaning of federal securities laws. They involve risks and uncertainty, actual results may differ materially. No one should assume these forward-looking statements remain valid later in the quarter or year. For a more detailed discussion of the major risk factors affecting our business, please refer to our latest Form 6-K, filed with the U.S. Securities and Exchange Commission. Our comments also include non-GAAP measures. Reconciliations to the nearest corresponding GAAP measures are in our earnings release available on our website.

Later in the call, following our prepared remarks, we will host a question and answer session. Please limit yourself to one question and one follow-up to permit more participation. Now, let me turn the call over to Simon.

Simon Johnson (CEO)

Hello, everyone, and thank you for joining us on today's call. For the second quarter of 2023, Seadrill reported adjusted EBITDA of $159 million on $414 million of revenue, which resulted in an industry-leading adjusted EBITDA margin of 38.4%. We benefited from a full quarter's contribution from contracted rigs acquired via our Aquadrill transaction. A larger fleet size, along with continued solid performance from existing operations, drove the 56% increase in revenue and 87% increase in adjusted EBITDA from the prior quarter. We've had a lot of activity at Seadrill over the past 18 months that has simplified and strengthened our business. This includes monetizing non-core assets, streamlining our operating structure, enhancing scale and capacity, high-grading our fleet, and establishing a more efficient capital structure.

Before Samir discusses commercial activity and outlook and Grant reviews financial results, I want to spend the initial part of today's call reintroducing you to Seadrill. At Seadrill, we strive to operate at scale, achieved through a combination of market selection and fleet refinement, supported by capital discipline. Why do we care about scale? Simply put, scale supports success. It affords contracting flexibility, lowers our cost to operate, and helps us attract and retain critical talent. We're able to offer customers a more complete rig portfolio with options on technologies, pricing, and availability, which makes us more commercially competitive. We can share shore-based support, people, and spare parts across a larger base of operations, as well as performance gains and best practices, improving overall efficiency. Lastly, we can invest in developing local talent, providing them employment stability and career pathways in the countries where we operate.

Size differs from scale. If we exclude the 3 jackups we have listed for sale, Seadrill operates an 18-rig fleet. While we may be smaller than certain other global drillers, we are still the 4th largest listed contractor, and by focusing our floating rigs in key operating markets, we achieve significant local scale. Globally, our customers are increasingly desirous of better-resourced, resilient contractors who can support their success through time. Drilling contractors with scale, contractors like Seadrill. We concentrate our rigs around good rocks and attractive geographies, resilient to changes in oil price and market fortunes, achieving scale in markets that matter. Today, Seadrill is the leading international driller in Brazil, the number 1 operator of rigs in Angola, and an established presence in the Gulf of Mexico. We have strong exposure and leverage to these 3 regions.

They represent nearly 70% of our $2.6 billion quarter-ending backlog and are home to 12 of our 14 active floaters, or nearly 80%. Early in the cycle, you may see us take advantage of relocating rigs where they have the best opportunities. Though our focus remains Golden Triangle Plus, we remain open to contracting in other attractive hydrocarbon bases where we can capitalize on rising rates, build a more formidable backlog, or to establish a pathway to scale. Currently, we market a modern floater fleet, having reduced exposure to non-core asset categories through opportunistic divestitures to become more pure-play. Continued fleet refinement creates economies of scale. It's more efficient to market, operate, and support a fleet of like assets with similar rig designs and equipment packages.

In July, we completed the successful sale of 3 tender-assisted rigs acquired via the Aquadrill transaction, generating approximately $85 million in proceeds. These rigs neither fit with our fleet nor our strategy, serving niche, shallow-water, region-specific applications. We also announced plans to sell 3 jackup rigs, which would mark a near complete exit from the jackup business, following the sale of 7 jackups in Saudi Arabia last October. A transaction would simplify our fleet and our financials since it involves divesting our associated joint venture interest. These are the same rigs our commercial teams worked tirelessly to extend last quarter. By selling jackups with contracts, as we've done in previous transactions, we create value for potential buyers and our shareholders. We are economic, dispassionate asset owners. We continuously evaluate the strategic fit of rigs within our fleet. We don't fall in love with the steel.

Operating at scale requires more than concentrating the right rigs in the right regions. It requires discipline. We maintain a well-managed balance sheet and conservative capital structure. Our debt refinancing lowered our cost of capital, reducing annual interest expense by over 600 basis points and nearly $50 million compared to 2022. It extended maturities by several years and removed restrictive covenants. At Seadrill, we focus on being the best driller, not the biggest. We create the most value for our customers by delivering safe, efficient operations, and in turn, we create the most value for our shareholders by building a business that generates meaningful free cash flow. We announced today that after careful consideration, our board of directors authorized a $250 million share repurchase program, allowing us to return excess capital to shareholders after exhausting other uses.

Their decision reflects confidence in our strategy to operate at scale, supported by our demonstrated commitment to market selection, fleet refinement, and capital discipline, and the positive market outlook. As always, we benefit from the guidance and support of our highly experienced independent directors, including notable in-industry leaders who have led organizations through similar periods of evolution. I'm excited about what we're doing here at Seadrill. Around the globe, across functions, our employees show a bias towards action. They're committed, they're creative, and they get stuff done. Thank you, team, for your continued contributions to making Seadrill better every day. With that, I'd like to pass it to Samir to review our recent contracting activity, approach, and outlook.

Samir Ali (EVP and Chief Commercial Officer)

Thank you, Simon. I'll begin with our fixtures in the second quarter. In Qatar, an operator exercised options for the West Tucana jackup in direct continuation, committing the rig until the 3rd quarter of 2025. In Indonesia, an operator exercised an option for the West Capella drillship, extending its contract by approximately 2 months through August of 2024. Lastly, in Angola, a client exercised an option for 2 Seadrill drillships. The multi-well extensions will secure the Sonangol Quenguela through January 2025 and the West Gemini through May 2025. These extensions represent a material uplift to the rig's current day rates. However, I would highlight that these were fixed-priced options, and they do not reflect current market rates, which are higher. Excluding cold-stacked assets, 97% of our active fleet is contracted through 2023.

Right now, we have 5-7 floaters with upcoming availability, and we are currently looking to recontract them over the next 12-18 months. Two floaters, West Polaris and the Sevan Louisiana, finish their existing contracts by year-end. A third, the West Auriga, finishes in the first quarter of 2024. Late next year, we may have an additional 2-4 floaters available for work, subject to customer decisions to extend previously negotiated options. As rigs roll off contract, we may take the opportunity to relocate them to more attractive markets. Don't be surprised if we willingly accept idle time to reposition rigs for the right opportunities. Intercountry mobilizations get more difficult and more costly the longer you wait. We balance our near-term exposure to rising day rates in our recovering market with solid long-term contracts that generate consistent cash flow.

5 of our rigs are contracted through much of 2025, including four in Brazil. The West Saturn, which showcases rig automation and emissions technologies, is on contract through 2026, and in Norway, the West Elara, a harsh environment jackup, is contracted into Q1 2028. We take a portfolio approach to our recontracting. By staggering end dates, we intend to create a smooth contract expiration profile that balances near-term market exposure with revenue certainty. In the early phases of a market recovery, we prefer not to book contracts with too much duration. When you consider our key operating geographies, duration tends to vary. Brazil thinks in years, West Africa in months, and the Gulf of Mexico in days. Yes, this is somewhat oversimplified, but illustrative all the same.

Frankly, right now, we're not seeing demand for many long-term contracts outside of markets like Brazil, where they are still the norm. While some IOCs may choose to secure rates in a tightening market, for now, we see long-dated contracts as being the exception rather than the rule. Looking ahead, we expect continued development of the offshore drilling market, particularly where we have focused within deep water. Drillship utilization is trending above 90%, and in our key operating regions within the Golden Triangle, utilization is closing in on 100% as demand outpaces supply. Assuming limited rig additions to the existing sideline capacity, like stacked rigs and stranded assets, or what we refer to as not-so-newbuilds, the market poised for a sustained upcycle. Now I'll turn the call over to Grant.

Grant Creed (EVP and CFO)

Thanks, Samir. I will discuss our second quarter results before outlining our recent refinancing and capital allocation approach. In the second quarter, Seadrill generated $414 million in total operating revenues, an increase of $148 million or 56% from the prior quarter.

This includes $329 million of contract drilling revenues, which increased sequentially by $143 million or 77%, primarily due to an increase in operating days now that the Aquadrill rigs are included in Seadrill's results. In today's press release, we included a basic calculation many of you are likely already using to derive contract drilling revenues based on the number of contracted rigs in our fleet, the day rate they earn, and the economic utilization they achieve. The arithmetic will get you close to reported contract drilling revenues, but will always differ somewhat from the actual numbers, since day rate, as defined, does not always capture the total contract value. Here's why: First, day rates never include performance bonuses awarded for achieving operational targets. Second, we often provide customers with additional services like managed pressure drilling or equipment monitoring.

Whether we charge those as part of our day rate or as a separate line item, varies by client, region, and service providers. Third, rates sometimes include revenues related to moving a rig to and from its intended drilling location or mob and demob. Sometimes they don't. Often, it depends on the extent of the relocation. This quarter, we reported economic utilization of 93%, slightly less than target due to weather-related impacts and one-time operational events. Seadrill-owned rig that is managed by a third party, contributed a significant portion of the unplanned downtime. We can't predict unplanned downtime, but we can prepare for it.

At Seadrill, we minimize its impact by crewing our rigs with experienced, educated teams who can recognize and react to potential problems, providing access to critical spare parts on deck and onshore, and supporting the crew with expert technical services, which ensures the continued delivery of safe and efficient operations. Beyond contract drilling revenues, we generated additional revenues from management contracts, largely related to three floating rigs we operate in Angola as part of the Sonadrill joint venture, and that's the West Gemini, Sonangol Libongos, and Sonangol Quenguela, and that totaled $66 million for the quarter. We earned an additional $19 million in reimbursable and other revenues. Operating expenses for the quarter increased 41% sequentially to $308 million, owing largely to our change in fleet size.

Rig operating costs, which consists primarily of labor, remains under pressure as inflation continues to creep higher and the market for skilled rig crews remains tight in certain geographies. When you consider our floaters have a manning of roughly 160 people working across two rotating shifts or tours, you can appreciate the potential magnitude of this impact. Our second quarter numbers also include one-time merger and integration-related expenses of $16 million. This translates into adjusted EBITDA of $159 million, resulting in 38.4% adjusted EBITDA margin, a 640 basis points improvement from the prior quarter. On to the balance sheet.

Cash flow from operations of $20 million for the quarter were negatively impacted by working capital movements, including accounts receivable build related to the timing of cash receipts, increased operating days, and higher rates in respect to certain rigs. Reduction of accounts payable and accruals incurred late last year and early this year in respect to the mobilization and operations preparation of the four rigs in Brazil. Finally, the timing of funding payments made to the Aquadrill rig managers. Long-term maintenance costs of $23 million, which are included within operating activities within the cash flow statement, and $14 million of rig equipment additions, resulted in total CapEx of $37 million for the quarter. Year to date, we have spent $58 million in CapEx, having deferred much of our spending to the second half of the year.

Unlike last year, where we had big capital projects related to rig reactivations and upgrades, this year's spending thus far consists of several investments to enhance the marketability and operating life of rigs across our fleet. Later in the year, we expect CapEx spending to increase as we begin purchasing long lead items related to special periodic surveys or SPSs, scheduled for next year. Our guidance for the full year remains unchanged from when we provided it last quarter. To recap, we anticipate total operating revenues to be between $1.44 billion and $1.49 billion, adjusted EBITDA to be $435 million to $485 million, and CapEx and long-term maintenance to be between $210 million and $250 million. Moving on to our recent refinancing.

After quarter end, we completed a successful debt offering at competitive rates, issuing $575 million in senior secured second lien notes at 8.375%, substantially lowering our costs of capital. Additionally, we established a $225 million revolving credit facility. We used most of the proceeds from the refinancing to pay down the outstanding amounts of our existing debt facilities and related transaction and exit fees. Approximately $230 million in net proceeds remain on our balance sheet. At quarter end, Seadrill had total debts of $355 million and $539 million in cash and cash equivalents, including $127 million in restricted cash.

The value accretive divestitures Simon mentioned earlier would further fortify our balance sheet, as will improving cash flow from operations as the cycle continues. I now want to spend some time discussing how we approach capital allocation. First, we must maintain an appropriate level of cash to run our business effectively. Cash requirements may fluctuate with the changing size of our rig fleet, evolving maturity of our business model, and emerging upcycle. As operators of a capital-intensive business in a cyclical industry, we value conservative balance sheet management and intend to maintain prudent net leverage ratios throughout the cycle, in line with well-capitalized peers. Next, we must invest in maintaining and servicing our existing rig fleet, ensuring we continue to deliver safe and efficient operations to our customers and preserve our license to operate.

Recognizing the visibility we have into maintenance schedules, we may occasionally reserve cash in anticipation of higher volumes of work, particularly related to SPSs required by regulatory agencies like ABS and DNV, and completed every 5 years to ensure whole classification. We start planning for SPSs years in advance, identifying the scope of work to be undertaken before starting more detailed planning. We plan to undergo a high number of SPSs within the next 2 years, since we have a large number of rig anniversaries that land in the same year. Expect us to set aside cash to finance what could be large projects. We evaluate the potential for investments in our core asset categories we believe will generate strong returns on capital. This could mean investing in our existing fleet to upgrade capabilities and adopt new technologies, both of which enhance the marketability or lives of our rigs.

It could also mean making disciplined acquisitions. Only once we have financed these three primary uses of cash, strengthening the balance sheet, maintaining our fleet, and making accretive investments, will we evaluate returning excess capital to shareholders, with the intention of ultimately returning the majority of our free cash flow to shareholders. The board's repurchase authorization gives us the necessary tool to fulfill this final objective. The $250 million repurchase program does not have a fixed duration or expiration, nor does it obligate us to purchase any shares. It simply allows us the opportunity to evaluate and act upon potential opportunities to return cash to shareholders when competing uses for cash are unavailable elsewhere in our business. With that, I'll return to Simon for closing remarks.

Simon Johnson (CEO)

Over the past 18 months, Seadrill has simplified and strengthened our business. We've achieved significant scale in target markets, concentrating our modern floater-focused fleet, largely within the Golden Triangle, to achieve scale benefits that improve execution and maximize shareholder value. Market fundamentals reinforce our view that this emerging upcycle will be long and durable. Early in the cycle, expect us to take advantage of available opportunities to strengthen the organization and deepen our competitive advantage, whether that relates to market selection, fleet refinement, or capital discipline. As I stated earlier, we strive to be the best, not the biggest, creating value across stakeholder groups, including our customers, employees, and their shareholders. Our share repurchase program provides a new tool we may use to deliver that value. The board's $250 million authorization reflects confidence in our strategy to operate at scale in a positive market outlook.

I'd now like to open the call up for questions.

Operator (participant)

Thank you. We will now enter our Q&A session. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. When preparing to ask your question, please ensure that your device is unmuted locally. As a reminder, we will be taking one question and one follow-up question. Our first question comes from Greg Lewis from BTIG. Greg, your line is now open. Please go ahead.

Greg Lewis (Managing Director and Energy and Infrastructure Analyst)

Yeah, thank you, and good afternoon, good morning, everybody. Yeah, I did have kind of a broader question before, you know, I guess maybe we talk a little bit about individual rigs. But really, Simon, how do you balance the, you know, the, the upcoming rig availability on a couple rigs versus the potential to, you know, I believe in, in, in conversations, just kinda highlighted the, the willingness or, or the really the, the, the desire, you know, assuming that the terms and pricing are right, is to, to reactivate a, a rig like the, you know, like Aquarius, for example.

Really just trying to, to gauge how we're thinking about maybe, you know, bidding some of our stacked rigs versus some of our rigs that have, you know, availability here over the next 12 months, which, yeah, just kinda curious on your thoughts around that.

Simon Johnson (CEO)

Yeah, thanks for the question, Greg. Perhaps I can kick off the answer and then Samir can jump on the back end of it. Let me, let me first talk just a little bit about the cold-stacked rigs and how we think about them. We have three at the moment. We have two semi-submersibles, one of which is a harsh environment rig, and also a jackup that's been long-term stacked in the Far East. Look, simply put, we're not marketing those rigs very hard. We respond to inbound customer queries about them, but we believe that, you know, our customers should help bear the cost burden of reactivation. Really, if they unless they give a positive response to that, the conversation typically doesn't go much further.

We just feel our customers have a much lower cost of capital on a relative basis than we enjoy. If we are to bring additional supply into the market, then they need to bear the, you know, the burden of applying the capital. Now, these units, you know, it's not demolition through neglect. You know, these units have value in the current condition, but they may not be for us. We'll, we'll continue to monitor the market, but, you know, most of our focus is on ensuring that we have ongoing work for those rigs that are rolling off contracts that are already won today.

We believe that we're very early in the cycle, and, you know, and we're prepared to take some risk in terms of contract opportunities, and we're focused on getting the right rigs in the right markets. Let, let me pass to Samir, and he can talk specifically about some of the opportunities for those that are rolling in the near term.

Samir Ali (EVP and Chief Commercial Officer)

Sure. Thanks, Simon. Yeah. Hey, Greg, it's Samir. I'd say, you know, we are looking for some opportunities for the active fleet that's rolling off. You know, we've got 2 rigs that roll off at the end of this year. I'd say we're in dialogue on both of them. You know, it's, the Gulf of Mexico is still a bit of a... You know, as I said earlier, it's, the contracting cycle is a little shorter here, and, you know, demand pops up kind of closer to when you actually need to drill. Let's say we are in active dialogue, we may have some white space on some of our rigs, but, you know, we're optimistic that we'll be able to recontract the rigs that are rolling off here in the near term.

Greg Lewis (Managing Director and Energy and Infrastructure Analyst)

Okay, great. Just as I, as I think about, you know, the opportunity, you know, you know, in the Golden Triangle. Let's just talk maybe about outside the Golden Triangle. As we, you know, focusing in on the Polaris. As we think about that rig, you know, and realizing that I believe ONGC, you know, may bring another tender to the market, you know, is it plausible to think that rig stays in the region, i.e., the broader, call it, you know, Asia, India market versus, do we actually, should we be thinking about that rig potentially mobilizing to the Golden Triangle?

In the event, if that rig were to move, any kind of guidance around how we should be thinking about timing and costs of mobilizing that rig to the Atlantic Basin?

Samir Ali (EVP and Chief Commercial Officer)

Sure. I'd say, you know, the, the Polaris, she will roll off here at the end of the year. You know, we are looking up to relocate her potentially into other parts of Southeast Asia. Bringing her across to the Gulf, it's a possibility, but I'd say we, you know, given her capabilities, we think that's the right market for her, and we are pursuing opportunities within that region. Could it be India? Possibly. Could it be parts of Southeast Asia? Possibly. I think for us, the, the key thing for us is to bring the rig back under our management.

We do pay somebody else to manage it, and for us, we're looking forward to bringing that rig back and putting, you know, Seadrill coveralls on that rig and being able to put it to work, most likely in that part of the world.

Greg Lewis (Managing Director and Energy and Infrastructure Analyst)

Okay. Super helpful. Thank you very much.

Operator (participant)

Thank you. Our next question comes from Ben Nolan from Stifel. Ben, your line is now open. Please go ahead.

Ben Nolan (Managing Director and Analyst (Shipping and Energy Infrastructure))

Yeah. Thanks, and appreciate you guys taking my question. Simon, maybe this one, I'll start with you. I know in the past, we've had conversations that your expectation that the deepwater market was likely to consolidate even further before the end of the year. I'm curious if maybe you could update me on how you're thinking about that. Is it happening the way that you thought that it would or not? And how do you see it going forward?

Simon Johnson (CEO)

Yeah, thanks for dialing in, Ben. Yeah, look, I think it's always difficult to predict precisely, you know, the pace of industry consolidation. I think it's, you know, it's gonna be a continuing theme within the industry. You know, in our view, to be resilient on a through-cycle basis, you know, drillers simply have to have a scale. We believe that Seadrill, along with our three larger peers, obviously, have achieved, you know, that minimum efficient scale. We're pretty skeptical about the possibility of sustained success for smaller players. We argue that, you know, there's room for further consolidation. I think the problem that we've seen is that the market's improved rapidly in a relatively short space of time, and as the day rate environment improves, so too do the underlying asset values.

It takes, you know, a bit, a longer, longer time to get some of those deals done. You know, we continue to surveil the market and see how that sort of plays out. Am I surprised there hasn't been more? Yeah, possibly. I'm, you know, I'm sure that it'll continue to be a feature of the landscape in the months and years ahead.

Ben Nolan (Managing Director and Analyst (Shipping and Energy Infrastructure))

Okay. No, I appreciate that. Then, I guess, if I could follow up just on, maybe related to Greg's question and the potential of, you know, maybe the, the, bringing back, the, some of the cold-stacked rigs. You know, I know that you've talked about having your, your customers pay to have those reactivated, for a while now. Has the tenor of that conversation changed at all, or do you feel like maybe the ice is starting to thaw, and your customers are becoming a little bit more open to that idea, or is it still, still a, a pretty big ask?

Simon Johnson (CEO)

Yeah, well, I mean, we've had sort of, you know, sporadic interest in those rigs through time, so there hasn't really been a, a clear pattern to that. What I would say is that obviously, it, you know, it's probably heated up a bit of late because of the renewed interest in the semi-submersible market, particularly with the opening up of the opportunities offshore Namibia. What I would say is that, you know, we continue to work with our customers to you know, think creatively about how they can be successful in executing their work, and how we can be successful in, you know, generating good returns for our shareholders. There's quite a big sort of Venn diagram to explore there.

Instead of sort of people pushing the, you know, the balance of power from one group to the other, I think we need to think differently about how we can work together. As I've, you know, said continuously, it's really about the relative cost of capital. When you're faced with big capital events, I mean, really, the, the person who has the, the, you know, the best ability to apply that capital for the, you know, cheapest cost of funds, they should be the ones who are fitting, footing the big bills. Equally, I, you know, we're just as excited to, you know, talk to our customers about putting performance at risk in our contracting arrangements as well.

You know, the industry's been very staid about how we've, you know, contractors are being remunerated for the, the work that they deliver. There's clearly, you know, Outside there's, you know, very there isn't much long-term visibility in the market today. You know, one of the ways that we can sort of bridge that, you know, that real constraint that we face on an investment front is for the, the customers to think differently about how they remunerate us and how we, you know, we share risk of, of capital investment. You know, I've, I've, I've talked at length about that. My view hasn't changed, and we'll continue to pursue opportunities that, you know, kind of reflect that belief.

You know, I don't know what our competitors will do, they'll have to make their own choices about that, but I think in the long run, the sense of our approach will, will prevail.

Ben Nolan (Managing Director and Analyst (Shipping and Energy Infrastructure))

All right, great. Again, I appreciate you fitting me in here.

Simon Johnson (CEO)

Yeah. Thanks, Ben.

Operator (participant)

Thank you. Our next question comes from Fredrik Stene from Clarksons Securities. Fredrik, your line is now open. Please proceed.

Fredrik Stene (Chief Analyst (Rig/Offshore))

Hey, Simon and team, congratulations on the strong quarter. I wanted to touch a bit on the capital allocation side here. You know, as you announced in conjunction with this report, you're initiating a $250 million share repurchase program as well. I was wondering, kind of on the back of your comments, Grant, about the priorities with the cash that you have. If you would you be able to give a bit more color on how you, a bit in the future, would, you know, weigh the different way of paying shareholders, either through share buybacks, which is kind of in place today, but also when you potentially would start thinking about, you know, cash out through dividends?

Also in relation to this 50% or more FCF target of distributions, I'm sorry if I missed this in the prepared remarks, but do you have, like, a timeframe of when you're paying out that 50% or more, since FCF can differ wildly from quarter to quarter? Thanks.

Grant Creed (EVP and CFO)

Yeah. Thanks, Fredrik. Look, I think, you know, I'm not gonna go through the whole sort of waterfall of the capital allocation again, because it's laid out there in the speaker notes, which, by the way, we'll, we'll include on our website. Yeah, but, but in a nutshell, it is, you know, looking after our existing fleets, then it's looking for accretive opportunities and of course, all the while ensuring the balance sheet is strong. If that's the case, then we'll look to return cash to shareholders. For now, we have concluded that share buyback is the most attractive and value-maximizing form of return for the company at this juncture. We are... Going on to your next point, your next question on will we consider dividends?

I mean, yeah, yes, we'll consider all forms of shareholder returns and, and continue to, to consider those as we move forward, and, and we'll make decisions at that point in time on what's gonna maximize value for our shareholders. I, I, I'm not gonna go into more specifics on that for now, Fredrik. Then on the, on the 50% of free cash flow, as it relates to timing, we, we, we're still gonna work through with our board exactly when, what time period that commitment will relate to. I, you know, I hope the market sees this, facility of $250 billion as a, you know, a, a, a strong start upon which we look to build.

Fredrik Stene (Chief Analyst (Rig/Offshore))

Thanks. Just a final follow-up in terms of the cash priority waterfall. You know, you said that you would look for potential accretive investments, and since this relates to a cash waterfall, I would kind of assume that you're potentially looking at single assets transactions. But in a broader sense, are you also, you know, finding opportunities that you would consider paying for with your share at this point, since it's been, you know, doing a good run lately?

Simon Johnson (CEO)

Yeah, Fredrik, let me have a crack at that. It's Simon. Look, I, I think we're willing to consider anything from upgrades to, you know, buying standalone rigs to, to buying balance sheets. I think the only thing that differs is the means of consideration that we would provide, depending on the size of the transaction. You know, whether, you know, for smaller, more discrete, you know, capital outlays, we're gonna fund that through cash where possible, so that we minimize any potential dilution to our shareholders. When we start to look at larger, you know, shall we say, more strategic combinations, well, then it's more likely to be on, you know, finance, if you like, on a relative, share price, type approach.

The key thing to understand, though, is we're not gonna do anything on, on, of that nature unless it compares favorably with the returns that would come from returning that cash to our shareholders. You know, these opportunities need to be competitive. We're constantly calculating our, you know, what our weighted average cost of capital is, and we have, you know, investment thresholds and risk premiums, depending on the type of project that we're looking at. You know, within that sort of that process, out of the back end, if we don't come up with an efficient way to, to use that money and to, and, you know, growth CapEx, shall we say, then, we're gonna return that capital to the shareholders.

You know, what you're seeing today is, is really just our first step in that process. If we don't have a value or credible alternative to deploy the money within the enterprise, we will return it to our shareholders, in the manner that we've described. You know, hopefully, people will notice that this is just yet another data point that underlies our consistent reliability in delivering on what we promised to do. At Seadrill, we execute on our plans, and hopefully, people, see that broader message behind what we've announced today.

Fredrik Stene (Chief Analyst (Rig/Offshore))

Great. Thank you, both for the answers. That's it, for me. Thanks.

Simon Johnson (CEO)

Have a great day, Fredrik. Thank you.

Operator (participant)

Thank you. Our next question comes from David Smith from Pickering Energy Partners. David, your line is now open. Please go ahead.

David Smith (Director)

Hey, good morning. Thank you for taking my questions. I wanted to circle back to Samir's comments about potential idle time to reposition rigs. I, I expect for most of the past eight or nine years, you, you wouldn't have been reimbursed for, you know, much more than the actual move costs, but I'm, I'm curious if you're seeing operator willingness to compensate you for, you know, not just the actual expense of the move, but the opportunity cost of that downtime?

Samir Ali (EVP and Chief Commercial Officer)

Hey, Dave, this is Samir. I'd say, you know, we're, we're trying to get that from clients. You know, I'd say it's still early days, and there's still some pushback on doing that. I think my comment was more of, you know, as Simon had stated, we wanna try to pull our rigs into regions, and, and cluster them a little bit. Don't, don't be surprised if we try to cluster assets again, and that's what we were trying to allude to there.

David Smith (Director)

Absolutely. Makes sense. Follow-up, if I may. You know, we've, we've seen some indication of IOCs looking at multi-year terms for drillships with, you know, 2025 start dates. I'm curious how you're thinking about pricing, you know, relative to leading-edge rates for work where the rate is fixed, you know, four, five, maybe six years from now, but also curious if you think there is operator appetite for signing terms with indexed pricing, and if that mechanism, you know, would be of interest to you?

Samir Ali (EVP and Chief Commercial Officer)

Yeah, you know, we are looking... We're open to looking at index pricing. We're also, you know, I think a big thing for us, given the inflationary market we're in, we're also looking for inflation protection. Are costs increasing? You know, making sure that we still generate the margin we expect it to, to generate. I'd say for us, you know, when we're looking at contracts starting in 2025 or 2026 that are longer dated, w-we can be creative, and we can be flexible. I think the, the key there is trying to be creative, right? Looking out, you know, what is the drilling market gonna be in 2030? We've got some i-innovative ways that we've started looking at it, and I think we're getting some traction with clients on that as well.

David Smith (Director)

All right. Looking forward to what those are. Thank you very much.

Simon Johnson (CEO)

Thanks, Dave.

Operator (participant)

Thank you. As a reminder, if you would like to ask a question, please press star followed by one on your telephone keypad. Our next question comes from Eddie Kim from Barclays. Eddie, your line is now open. Please go ahead.

Eddie Kim (Analyst)

Hi, good morning. Yeah, I found, I found your comment about long-dated contracts currently being the exception rather than the rule quite interesting. It feels almost contrary to what we've been seeing recently. We've seen a handful of multi-year contracts out of West Africa and offshore Mexico, for example. I believe your, many of your peers have talked about operators, or certain operators looking to secure rigs outside the scope of certain, of specific projects. Yeah, could you provide just any color with regards to that comment? Is this a change from what you've been seeing over the past, you know, six, six months or so, or has this been your view along? Just any additional commentary or color on that comment.

Samir Ali (EVP and Chief Commercial Officer)

Sure. So, you know, I'd say I think that's been our consistent view for a while. We are seeing some long-dated contracts, so, you know, I don't wanna say that, that there's none of them. As you pointed out, there's been a few, and, you know, the, I think my peers speak about one that a lot of us have spoken about. Overall, you know, I think we're still seeing, you know, stuff sub a year, sub 18 months. Brazil is obviously the exception, where you're seeing 3-year contracts come out. Everything seems to still be, you know, sub 18 months, and I'm using an arbitrary number of, of 18 months, plus or minus, but overall, you're not seeing the 3, 4, 5-year contract that you saw in the previous cycle.

You know, across the board, I guess, is the, the right way to describe it. Clients are starting to come back to those, but as I said, our, our view has been pretty consistent for the last six months, that they're still relatively short.

Eddie Kim (Analyst)

Got it. Got it. Understood. Thank you. Just my follow-up is on, on the not-so-newbuilds that you mentioned, that there's a, a couple of them, in the shipyards that are unspoken for, on, on the floater side. Do you have an estimate for how much it would cost to acquire one of those not-so-newbuilds and bring to market? How would you prioritize potentially acquiring one of those assets versus reactivating one of your stacked assets?

Simon Johnson (CEO)

Yeah, Eddie, well, let me start, then Samir can fill in the gaps. Look, as you say, you know, there's only a few of those drillships left now without a natural owner. You know, we've been sort of watching developments as they've unfolded. You're right, there is a significant amount of CapEx that's still required to deliver those units. Even though they're mechanically complete, there's still a lot of work that is required to be done to commission their systems, prepare them for work, and then mobilize them, we're very conscious of that. When you think about the, you know, the value of that, if it's a unit that has special opportunities or special capabilities, that might be attractive standalone.

You know, we're also triangulating that against the opportunity to acquire assets on a standalone basis, or the implied value of assets in balance sheets that we may be able to acquire as well. You know, we're mindful of the all-in CapEx is often a much bigger number than the sticker price for nominal acquisition. I think, too, as we go further into the cycle, you know, we have increasingly we have concerns about cost inflation and project risk and that, you know, compared to other cycles that I've certainly experienced in my time in the business, one of the features of where we're at right now is the risk of those capital projects very much lies with the contractor, not with their clients.

You know, we, you know, are conscious of that risk, and we balance that as we compare those opportunities against other ones that we might transact against. You know, Samir, let me pass to you for any additional comments.

Samir Ali (EVP and Chief Commercial Officer)

Yeah, no, you know, I'd say, you know, we've definitely we do know what those rigs cost and what it costs to kind of crew them up and spare them. You know, I like analogies, I'd say, you know, buying a rig from a yard is like buying a house. You still have to go furnish it, and furnishing can be pretty expensive sometimes. You know, when we look at it, you know, we're looking at that total cost, and it's still a reasonable amount of money to go spend right now. Is it insurmountable? No, but we'd have to find the right opportunity with the right client to kind of justify that type of investment.

Eddie Kim (Analyst)

Right. Right. Got it. Makes sense. Thank you both. I'll, I'll turn it back.

Simon Johnson (CEO)

Thank you, Eddie.

Operator (participant)

Thank you. Our last question today comes from Hamed Khorsand, from BWS Financial. Hamed, please go ahead. Your line is now open.

Hamed Khorsand (Principal and Director of Research)

Hi, The first question I had was, just given that you're, you know, you only have rig, two rigs coming up for renewal, how are you going about the marketing aspect of this, process, given the market dynamics?

Samir Ali (EVP and Chief Commercial Officer)

Yeah, so this is Samir. We're in constant dialogue with the clients that we think would pick up those assets. You know, so we are pushing it in different markets for one of them. For one of them, you know, we are turning over every stone we can and, and trying to find different applications for that asset as well. You know, so there, there are some unique capabilities of one of those assets, so for us, it's the how do you market those unique capabilities and fit a niche for a client?

Hamed Khorsand (Principal and Director of Research)

Okay, my other question was about the SPS. You said there's gonna be more next year. How does that affect the next year's idle time and potential revenue?

Simon Johnson (CEO)

It, it, I mean, that's a good question, and yes, our, the anniversaries of our rigs mean that we do have more SPSes landing next year, and so that is, of course, going to impact CapEx, but also revenue, because while you undertake the SPS, you have out-of-service days where you're generally on zero rates, and that's. I mean, Leif can chime in, but it's as a rule of thumb, what, like, 20 but, but could be more, more days. It's, it's really on a case-by-case basis, but could be up to 20 days. We do seek to minimize those out-of-service days, and it's something we are very focused on here at Seadrill, to, to reduce the impact on the revenue line, but there is a, a impact. Leif, do you have anything else to add?

Leif Nelson (Former EVP and Chief Operating and Technology Officer)

Thanks, Grant. No, I would, I'd agree. We try and minimize the impact based on spare capital equipment, but then, depending on the scope, it's somewhere to 2-3 weeks if we have to change thrusters or change a BOP. We try and minimize the impact using capital equipment we have in the company.

Hamed Khorsand (Principal and Director of Research)

Okay, would it, would it depend on if it's the anniversary or if it's the contract rolling over, that you would do the SPS?

Simon Johnson (CEO)

You do generally, and Leif can again provide more detail, we generally have some flexibility with the classing society to move it, so it's not like literally on the day, nor necessarily on the very year. You can apply for some flexibility to coincide with the end of a contract. Leif, anything, anything else to add?

Leif Nelson (Former EVP and Chief Operating and Technology Officer)

No, you summed it up great, Grant. We have a window. We can attack it during that window. We try and tie it to an end of a contract. Sometimes it's inevitable. We need to take a pause in the contract and have a couple of weeks to do some maintenance.

Simon Johnson (CEO)

Yeah. Just as a general follow-up, too, to Grant and Leif's comments, Eddie, I mean, one of the things that we've been doing at Seadrill is, we've been a bit of a pacesetter on the technology front by implementing condition-based monitoring systems that allow us to minimize the intrusion of those surveys for certain key capital equipment items by monitoring their condition through time. So that we don't perform unnecessary maintenance, and that we're aware of work that needs to be performed well ahead of time and can schedule things more efficiently. You know, Leif has been instrumental in developing that, and I, I might add, too, we overlooked announcing Leif's participation on the call at the beginning. He's actually dialing in from annual leave in Colorado, so there's his commitment to the company knows no bounds.

Hamed Khorsand (Principal and Director of Research)

All right, appreciate it. Thank you.

Simon Johnson (CEO)

Thanks, Eddie.

Operator (participant)

Thank you. There are no further questions on the line. I'd now like to turn the call back to Simon Johnson for any closing remarks.

Simon Johnson (CEO)

Well, thank you everyone for dialing in today. Recent years have been rough for Seadrill, but we've been turning things around since our emergence from Chapter 11 last year. We've achieved a lot over the past 18 months, and now with our refinancing in place, the announcement of our share buyback and restrictive covenants that we emerged from Chapter 11 with are now in the rearview mirror. You know, we're focused on value-accretive growth and returning capital that we can't deploy efficiently within the business. We've been busy, we will continue to be busy, and we will stay focused, and we look forward to, to, to sharing the journey with you. Thank you for dialing in today. Thank you for your interest in our company, and we'll see you next quarter.