[10-Q] Seadrill Limited Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
OR
For the transition period from __ to __
Commission file number: 001-39327
| (Exact name of Registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||
| +1 | ||||||||
| (Registrant's telephone number, including area code) | ||||||||
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ | ☐ No | ||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ | ☐ No | ||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | |||||
| Non-accelerated filer ☐ | Smaller reporting company | ||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
☒ No | |||||
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☒ | ☐ No | ||||
As of August 1, 2025, 62,225,383 common shares of the registrant were outstanding.
SEADRILL LIMITED
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2025
| PART I - FINANCIAL INFORMATION | ||||||||||||||
| ITEM 1. | FINANCIAL STATEMENTS. | |||||||||||||
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 | 3 | |||||||||||||
Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 | 4 | |||||||||||||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 5 | |||||||||||||
Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2025 and 2024 | 6 | |||||||||||||
Notes to the unaudited Condensed Consolidated Financial Statements | 7 | |||||||||||||
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | 15 | ||||||||||||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 25 | ||||||||||||
| ITEM 4. | CONTROLS AND PROCEDURES. | 25 | ||||||||||||
| PART II - OTHER INFORMATION | ||||||||||||||
| ITEM 1. | LEGAL PROCEEDINGS. | 26 | ||||||||||||
| ITEM 1A. | RISK FACTORS. | 26 | ||||||||||||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 26 | ||||||||||||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. | 26 | ||||||||||||
| ITEM 4. | MINE SAFETY DISCLOSURES. | 26 | ||||||||||||
| ITEM 5. | OTHER INFORMATION. | 26 | ||||||||||||
| ITEM 6. | EXHIBITS. | 27 | ||||||||||||
SIGNATURES | ||||||||||||||
1
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including, without limitation, those regarding the Company's outlook, plans, strategies, business prospects, financial performance, operations, litigation, rig activity and changes and trends in its business and the markets in which it operates, are forward-looking statements. These forward-looking statements can often, but not necessarily, be identified by the use of forward-looking terminology, including the terms "assumes", "projects", "forecasts", "estimates", "expects", "anticipates", "believes", "plans", "intends", "may", "might", "will", "would", "can", "could", "should" or, in each case, their negative, or other variations or comparable terminology. These statements are based on management's current plans, expectations, assumptions and beliefs concerning future events impacting the Company and therefore involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: those described under Part I, Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the United States ("U.S.") Securities and Exchange Commission (the "SEC") on February 27, 2025 (the "2024 10-K"), offshore drilling market conditions including supply and demand, dayrates, customer drilling programs and effects of new or reactivated rigs on the market, contract awards and rig mobilizations, contract backlog, dry-docking and other costs of maintenance, special periodic surveys, upgrades and regulatory work for the drilling units in the Company's fleet, the performance of the drilling units in the Company's fleet, delay in payment or disputes with customers, the Company's ability to successfully employ its drilling units, procure or have access to financing, ability to comply with loan covenants, fluctuations in the international price of oil, international financial market conditions, U.S. trade policy and tariffs and worldwide reactions thereto, inflation, changes in governmental regulations that affect the Company or the operations of the Company's fleet, increased competition in the offshore drilling industry, the review of competition authorities, the impact of global economic conditions and global health threats, pandemics and epidemics, our ability to maintain relationships with suppliers, customers, employees and other third parties, our ability to maintain adequate financing to support our business plans, our ability to successfully complete and realize the intended benefits of any mergers, acquisitions and divestitures, and the impact of other strategic transactions, our liquidity and the adequacy of cash flows to satisfy our obligations, future activity under and in respect of the Company's share repurchase program, our ability to satisfy (or timely cure any noncompliance with) the continued listing requirements of the New York Stock Exchange, the cancellation of drilling contracts currently included in reported contract backlog, losses on impairment of long-lived fixed assets, shipyard, construction and other delays, the results of meetings of our shareholders, political and other uncertainties, including those related to the conflicts in Ukraine and the Middle East, and any related sanctions, the effect and results of litigation, regulatory matters, settlements, audits, assessments and contingencies, including any litigation related to acquisitions or dispositions, the concentration of our revenues in certain geographical jurisdictions, limitations on insurance coverage, our ability to attract and retain skilled personnel on commercially reasonable terms, the level of expected capital expenditures, our expected financing of such capital expenditures and the timing and cost of completion of capital projects, fluctuations in interest rates or exchange rates and currency devaluations relating to foreign or U.S. monetary policy, tax matters, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, legal and regulatory matters in the jurisdictions in which we operate, customs and environmental matters, the potential impacts on our business resulting from decarbonization and emissions legislation and regulations, the impact on our business from climate change generally, the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems, including our rig operating systems, and other important factors described from time to time in the reports filed or furnished by us with the SEC. The foregoing risks and uncertainties are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. In many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or to any person(s) acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based, except as required by securities laws.
Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the Investors section of our website (www.seadrill.com) to communicate with investors and we intend to post presentations and fleet status reports there, among other things. It is possible that the financial and other information posted there could be deemed to be material information. The information on our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q. Furthermore, references to our website URLs are intended to be inactive textual references only.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
SEADRILL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| (In $ millions, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Operating revenues | |||||||||||||||||||||||||||||||||||
| Contract revenues | |||||||||||||||||||||||||||||||||||
Reimbursable revenues (1) | |||||||||||||||||||||||||||||||||||
Management contract revenues (1) | |||||||||||||||||||||||||||||||||||
Leasing revenues (1) | |||||||||||||||||||||||||||||||||||
Other revenues (1) | |||||||||||||||||||||||||||||||||||
| Total operating revenues | |||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Vessel and rig operating expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Reimbursable expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Management contract expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Merger and integration related expenses | ( | ( | |||||||||||||||||||||||||||||||||
| Total operating expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other operating items | |||||||||||||||||||||||||||||||||||
| Gain on disposals | |||||||||||||||||||||||||||||||||||
| Other operating income | |||||||||||||||||||||||||||||||||||
| Total other operating items | |||||||||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||||||||
| Financial and other non-operating items | |||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Equity in earnings/(losses) of equity method investments (net of tax) | ( | ( | |||||||||||||||||||||||||||||||||
| Other financial and non-operating items | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Total financial and other non-operating items, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| (Loss)/profit before income taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net (loss)/income | ( | ( | |||||||||||||||||||||||||||||||||
| Basic (LPS)/EPS ($) | ( | ( | |||||||||||||||||||||||||||||||||
| Diluted (LPS)/EPS ($) | ( | ( | |||||||||||||||||||||||||||||||||
(1) Includes revenue from related parties of $79 million and $158 million, for the three and six months ended June 30, 2025, respectively, and $96 million and $172 million for the three and six months ended June 30, 2024, respectively. Refer to Note 10 - "Related party transactions" for further details.
The accompanying notes form an integral part of these unaudited Condensed Consolidated Financial Statements.
3
SEADRILL LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In $ millions, except share data) | June 30, 2025 | December 31, 2024 | ||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Accounts receivables, net | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current assets | ||||||||||||||
| Equity method investments | ||||||||||||||
Drilling units, net of accumulated depreciation of | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Equipment | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total non-current assets | ||||||||||||||
| Total assets | ||||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Trade accounts payable | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
Commitments and contingencies (see Note 13) | ||||||||||||||
| Shareholders' equity | ||||||||||||||
Common shares of par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Retained earnings | ||||||||||||||
| Total shareholders' equity | ||||||||||||||
| Total liabilities and shareholders' equity | ||||||||||||||
The accompanying notes form an integral part of these unaudited Condensed Consolidated Financial Statements.
4
SEADRILL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended June 30, | ||||||||||||||||||||||||||
| (In $ millions) | 2025 | 2024 | ||||||||||||||||||||||||
| Cash flows from operating activities | ||||||||||||||||||||||||||
| Net (loss)/income | ( | |||||||||||||||||||||||||
| Adjustments to reconcile net (loss)/income to net cash (used in)/provided by operating activities: | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Gain on disposal of assets | ( | |||||||||||||||||||||||||
| Equity in (earnings)/losses of equity method investments (net of tax) | ( | |||||||||||||||||||||||||
| Deferred tax expense/(benefit) | ( | |||||||||||||||||||||||||
| Unrealized (gain)/loss on foreign exchange | ( | |||||||||||||||||||||||||
| Amortization of debt issue costs | ||||||||||||||||||||||||||
| Share based compensation expense | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Other cash movements in operating activities | ||||||||||||||||||||||||||
| Additions to long-term maintenance | ( | ( | ||||||||||||||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||||||||||||||
| Trade accounts receivable | ( | |||||||||||||||||||||||||
| Trade accounts payable | ( | |||||||||||||||||||||||||
| Prepaid expenses/accrued revenue | ( | |||||||||||||||||||||||||
| Deferred revenue | ( | |||||||||||||||||||||||||
| Deferred mobilization costs | ( | |||||||||||||||||||||||||
| Related party receivables | ( | |||||||||||||||||||||||||
| Other assets | ( | ( | ||||||||||||||||||||||||
| Other liabilities | ( | |||||||||||||||||||||||||
| Net cash (used in)/provided by operating activities | ( | |||||||||||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||||||||||||
| Additions to drilling units and equipment | ( | ( | ||||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||
| Proceeds from disposal of assets | ||||||||||||||||||||||||||
| Net cash (used in)/provided by investing activities | ( | |||||||||||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||||||||||||
| Shares repurchased | ( | |||||||||||||||||||||||||
| Net cash used in financing activities | ( | |||||||||||||||||||||||||
| Effect of exchange rate changes on cash | ( | |||||||||||||||||||||||||
| Net (decrease)/increase in cash and cash equivalents, including restricted cash | ( | |||||||||||||||||||||||||
| Cash and cash equivalents, including restricted cash, at beginning of the period | ||||||||||||||||||||||||||
| Cash and cash equivalents, including restricted cash, at the end of period | ||||||||||||||||||||||||||
The accompanying notes form an integral part of these unaudited Condensed Consolidated Financial Statements.
5
SEADRILL LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Unaudited)
| (In $ millions) | Common shares | Additional paid-in capital | Accumulated other comprehensive income | Retained earnings | Total shareholders' equity | |||||||||||||||||||||||||||
| Balance as of January 1, 2025 | ||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | ||||||||||||||||||||||||||||||||
| (In $ millions) | Common shares | Additional paid-in capital | Accumulated other comprehensive income | Retained earnings | Total shareholders' equity | |||||||||||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | |||||||||||||||||||||||||||||
| Shares repurchased and cancelled | — | ( | — | — | ( | |||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | |||||||||||||||||||||||||||||
| Shares repurchased | — | ( | — | — | ( | |||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ||||||||||||||||||||||||||||||||
The accompanying notes form an integral part of these unaudited Condensed Consolidated Financial Statements.
6
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – General information
Seadrill Limited (along with any one or more of its consolidated subsidiaries, or to all such entities, referred to as "Seadrill", "we", "us", "our", and "the Company") is incorporated in Bermuda. We are an offshore drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership and operation of drillships and semi-submersible rigs for operations in shallow to ultra-deepwater areas in both benign and harsh environments. We contract our drilling units to drill wells for our customers on a dayrate basis. Our customers include oil super-majors, state-owned national oil companies and independent oil and gas companies. In addition, we provide management services to certain affiliated entities.
Basis of presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Seadrill Limited have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, pursuant to such rules and regulations, they do not include all disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, the unaudited Condensed Consolidated Financial Statements includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of financial position, results of operations and cash flows for the interim periods.
Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years, or any future period. The accompanying unaudited Condensed Consolidated Financial Statements and related notes should be read in conjunction with our 2024 10-K.
Certain reclassifications have been made to previously reported amounts to conform to the current period presentation. These reclassifications did not have a material effect on our unaudited Condensed Consolidated Financial Statements.
Significant accounting policies
Note 2 - Revenue from contracts with customers
The following table provides information about receivables and contract liabilities from our contracts with customers, as of the dates presented:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Current contract liabilities (classified within other current liabilities) | ( | ( | ||||||||||||
| Non-current contract liabilities (classified within other non-current liabilities) | ( | ( | ||||||||||||
Significant changes in the contract liabilities balances during the three and six months ended June 30, 2025 are as follows:
| (In $ millions) | Contract Liabilities | |||||||
| Net contract liabilities as of January 1, 2025 | ( | |||||||
| Amortization of revenue included in the January 1, 2025 contract liability balance | ||||||||
| Additional contract liabilities recognized, excluding amounts recognized as revenue | ( | |||||||
| Net contract liabilities as of March 31, 2025 | ( | |||||||
| Amortization of revenue included in the March 31, 2025 contract liability balance | ||||||||
| Additional contract liabilities recognized, excluding amounts recognized as revenue | ( | |||||||
| Net contract liabilities as of June 30, 2025 | ( | |||||||
7
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Revenues are attributed to geographical locations based on the country of operations for drilling activities, i.e., the country where the revenues are generated. The following table presents our revenues by geographic area:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (In $ millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Brazil | ||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| Angola | ||||||||||||||||||||||||||
| Norway | ||||||||||||||||||||||||||
| Indonesia | ||||||||||||||||||||||||||
Other (1) | ||||||||||||||||||||||||||
| Total operating revenues | ||||||||||||||||||||||||||
(1) "Other" represents countries in which we operate that individually had revenues representing less than 10% of total operating revenues earned for any of the periods presented.
We had the following customers with revenues greater than 10% of total operating revenues in any of the periods presented:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Petrobras | % | % | % | % | ||||||||||||||||||||||
| Sonadrill | % | % | % | % | ||||||||||||||||||||||
| Talos | % | % | % | % | ||||||||||||||||||||||
| LLOG | % | % | % | % | ||||||||||||||||||||||
| Var Energi | % | % | % | % | ||||||||||||||||||||||
| Other | % | % | % | % | ||||||||||||||||||||||
Note 3 – Taxation
For the three and six months ended June 30, 2025, income tax expense was $29 million and $44 million, respectively, compared to income tax expense of $3 million and $13 million for the three and six months ended June 30, 2024, respectively.
The increase in tax expense for the three and six months ended June 30, 2025, relative to the three and six months ended June 30, 2024, primarily reflects changes in the Company's mix of pre-tax income and loss among tax jurisdictions in addition to the recognition of a tax benefit in 2024, attributable to changes in valuation allowances established for Switzerland and Brazil.
Note 4 – Loss/Earnings per share
The computation of basic loss/earnings per share ("(LPS)/EPS") is based on the weighted average number of common shares of the Company, par value $0.01 per share (the "Shares"), outstanding during the period. Diluted (LPS)/EPS includes the effect of the assumed conversion of potentially dilutive instruments related to the effect of the unsecured senior convertible bond and share based compensation. Refer to Note 9 – "Debt" for further details on the unsecured senior convertible bond.
The components of the numerator for the calculation of basic and diluted (LPS)/EPS were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| (In $ millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Net (loss)/income available stockholders | ( | ( | |||||||||||||||||||||||||||||||||
| Effect of dilution (interest on unsecured senior convertible bond) | |||||||||||||||||||||||||||||||||||
| Diluted (loss)/income available to stockholders | ( | ( | |||||||||||||||||||||||||||||||||
8
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The components of the denominator for the calculation of basic and diluted (LPS)/EPS were as follows:
(1) Weighted average number of Shares outstanding in the three and six months ended June 30, 2024 excludes shares repurchased during the period.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Basic (loss)/earnings per share: | |||||||||||||||||||||||||||||||||||||||||
Weighted average number of common shares outstanding (1) | |||||||||||||||||||||||||||||||||||||||||
| Diluted (loss)/earnings per share: | |||||||||||||||||||||||||||||||||||||||||
| Effect of dilution | |||||||||||||||||||||||||||||||||||||||||
| Weighted average number of common shares outstanding adjusted for the effects of dilution | |||||||||||||||||||||||||||||||||||||||||
(1) Weighted average number of Shares outstanding in the three and six months ended June 30, 2024 excludes shares repurchased during the period.
The basic and diluted (LPS)/EPS were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| (In $) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Basic (loss)/earnings per share | ( | ( | |||||||||||||||||||||||||||||||||||||||
Diluted (loss)/earnings per share (1) | ( | ( | |||||||||||||||||||||||||||||||||||||||
(1) For the three and six months ended June 30, 2025, the effect of including all potentially dilutive instruments in the calculation resulted in decreased loss per share, which is anti-dilutive. The instruments were not included in the calculation due to their anti-dilutive effect, and, as a result, the basic and diluted loss per share are equal.
Note 5 – Restricted cash
Restricted cash as of June 30, 2025 and December 31, 2024 was as follows:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Cash held in escrow | ||||||||||||||
| Other | ||||||||||||||
| Total restricted cash | ||||||||||||||
Note 6 - Other current assets
As of June 30, 2025 and December 31, 2024, other current assets included the following:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Taxes receivable | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Deferred contracts costs | ||||||||||||||
| Pre-funding of MSA manager arrangements | ||||||||||||||
| Other | ||||||||||||||
| Total other current assets | ||||||||||||||
Note 7 – Equity method investments
As of June 30, 2025 and December 31, 2024, the carrying values of our equity method investments were as follows:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Sonadrill | ||||||||||||||
| Total equity method investments | ||||||||||||||
9
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Other current and non-current liabilities
Other current liabilities
As of June 30, 2025 and December 31, 2024, other current liabilities included the following:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Accrued expenses | ||||||||||||||
| Employee withheld taxes, social security and vacation payments | ||||||||||||||
| Taxes payable | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Unfavorable drilling contracts | ||||||||||||||
| Accrued interest expense | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total other current liabilities | ||||||||||||||
Other non-current liabilities
As of June 30, 2025 and December 31, 2024, other non-current liabilities included the following:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Uncertain tax positions | ||||||||||||||
| Contract liabilities | ||||||||||||||
| Unfavorable drilling contracts | ||||||||||||||
| Lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total other non-current liabilities | ||||||||||||||
Unfavorable drilling contracts
The following table summarizes the movement in unfavorable drilling contracts for the six months ended June 30, 2025:
(In $ millions) | Carrying amount | |||||||||||||||||||
| As of January 1, 2025 | ||||||||||||||||||||
| Amortization | ( | |||||||||||||||||||
| As of March 31, 2025 | ||||||||||||||||||||
| Amortization | ( | |||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||
The amortization is recognized in the unaudited Condensed Consolidated Statement of Operations as "Depreciation and amortization". The weighted average remaining amortization for unfavorable contracts is nine months .
The table below shows the amounts relating to unfavorable contracts that is expected to be amortized over the following periods:
| Period ended December 31, | |||||||||||||||||
| (In $ millions) | Remainder of 2025 | 2026 | Total | ||||||||||||||
| Amortization of unfavorable contracts | |||||||||||||||||
10
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 – Debt
The table below sets out our debt agreements as of June 30, 2025 and December 31, 2024:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Secured debt: | ||||||||||||||
$ | ||||||||||||||
| Total secured debt | ||||||||||||||
| Unsecured bond: | ||||||||||||||
| Unsecured senior convertible bond | ||||||||||||||
| Total unsecured bond | ||||||||||||||
| Total principal debt | ||||||||||||||
| Debt premium: | ||||||||||||||
| Premium on bond issuance | ||||||||||||||
| Total debt premium | ||||||||||||||
Less: bond issuance costs | ( | ( | ||||||||||||
| Total debt | ||||||||||||||
$575 million secured bond
In July 2023, Seadrill issued $500 million in aggregate principal amount of 8.375 % Senior Secured Second Lien Notes due 2030 in an offering conducted pursuant to Rule 144A and Regulation S under the Securities Act. Subsequently, in August 2023, Seadrill issued an additional $75 million in aggregate principal amount of 8.375 % Senior Secured Second Lien Notes due 2030 (the "Incremental Notes"), maturing on August 1, 2030 (together the "Notes"). The Incremental Notes were issued at 100.75 % of par.
Revolving credit facility
On July 27, 2023, Seadrill Limited, along with its subsidiary, Seadrill Finance Limited ("Seadrill Finance"), established a Senior Secured Revolving Credit Facility (the "Revolving Credit Facility"). The commitments under the Revolving Credit Facility, which carries a five-year term, became available for drawdown on July 27, 2023. The Revolving Credit Facility permits borrowings of up to $225 million in revolving credit for working capital and other corporate purposes and includes an "accordion feature" allowing Seadrill to increase this limit by up to an additional $100 million, subject to agreement from the lenders. It also includes a provision for issuing letters of credit up to $50 million. The Revolving Credit Facility incurs interest at a rate equal to a specified margin plus the Secured Overnight Financing Rate ("SOFR"). Seadrill is required to pay a quarterly commitment fee on any unused portion of the revolving credit.
Unsecured senior convertible bond
The $50 million unsecured senior convertible bond (the "unsecured senior convertible bond"), issued on emergence from Chapter 11, has a maturity of August 2028 and bears interest, payable quarterly in cash, at the Term SOFR (as defined in the Note Purchase Agreement dated as of February 22, 2022, as amended (the "Note Purchase Agreement"), plus 6 % on the aggregate principal amount of $50 million. The bond is convertible (in full and not in part) into Shares at a conversion rate of 52.6316 Shares per $1,000 principal amount of the bond, subject to certain adjustments set forth in the Note Purchase Agreement relating to the unsecured senior convertible bond. If not converted, a bullet repayment will become due on the maturity date.
Note 10 – Related party transactions
As of June 30, 2025, our major related party is the Sonadrill joint venture, over which we hold significant influence.
Related party revenues
Our related party revenues include the following:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||
(In $ millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
Management fees revenues (a) | ||||||||||||||||||||||||||||||||
| Add-on services | ||||||||||||||||||||||||||||||||
Reimbursable revenues (b) | ||||||||||||||||||||||||||||||||
Leasing revenues (c) | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total related party operating revenues | ||||||||||||||||||||||||||||||||
(a) Seadrill provides management and administrative services and operational and technical support services to Sonadrill. These services are charged on a dayrate basis.
(b) Reimbursable revenues primarily relate to Sonadrill project work on the Libongos, Quenguela and West Gemini rigs.
11
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(c) During the first half of 2025, we earned leasing revenues on the charter of the West Gemini to Sonadrill. During the first half of 2024, we also earned leasing revenues from the West Castor, West Telesto, and West Tucana, which were leased to Gulfdrill, up to their disposal in June 2024.
Related party balances
Note 11 – Fair value of financial instruments
The carrying values and estimated fair values of certain of our financial instruments as of the dates specified were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (In $ millions) | Fair value | Carrying value | Fair value | Carrying value | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
$ | |||||||||||||||||||||||
Unsecured senior convertible bond - debt component (Level 3) | |||||||||||||||||||||||
Fair value is a market-based measurement, not an entity-specific measurement, and is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within level 3 of the hierarchy).
Financial instruments categorized as level 1
The fair value of the $575 million secured bond is based on market traded value.
Financial instruments categorized as level 3
The fair value attributed to the unsecured senior convertible bond is bifurcated into two elements: the straight debt component is derived through a discounted cash flow approach, and the conversion option is derived through an option pricing model, which forecasts equity volatility and compares the potential conversion redemption against historical and implied equity movements in comparable companies in our industry. The conversion option was recorded in equity at the point the bond was issued and, therefore, has not been included in the table above.
Our cash and cash equivalents, restricted cash, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in our unaudited Condensed Consolidated Balance Sheets approximate fair value.
Note 12 – Common shares
Share capital as of June 30, 2025 and December 31, 2024 was as follows:
| Issued and fully paid share capital | ||||||||||||||||||||
| Shares | Par value per share ($) | $ thousands | ||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||
| As of March 31, 2025 | ||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||
| As of June 30, 2025 | ||||||||||||||||||||
Note 13 – Commitments and contingencies
We recognize loss contingencies in the unaudited Condensed Consolidated Financial Statements where it is probable that an outflow of economic benefits will be required to settle an obligation and the amount is reasonably estimable. An adverse outcome in a matter described below could have an adverse effect on Seadrill's operating results, cash flows and financial position. Accruals for contingencies related to matters described below, if any, are recorded in "Accrued expenses" within "Other current liabilities" and "Uncertain tax positions" within "Other non-current liabilities" in the unaudited Condensed Consolidated Balance Sheets.
12
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Legal Proceedings
SFL Hercules Ltd
On March 5, 2023, Seadrill was served with a claim from SFL Hercules Ltd., filed in the Oslo District Court in Norway, relating to our redelivery of the rig West Hercules to SFL Corporation Ltd. ("SFL") in December 2022. On February 6, 2025, the Oslo District Court delivered a judgment in favor of SFL Hercules Ltd. ordering Seadrill to pay SFL approximately $37 million plus interest and legal costs of approximately $11 million. Seadrill intends to vigorously contest the judgment and filed an appeal on March 5, 2025. The timing of resolution and ultimate amount due, if any, cannot be predicted at this time.
Sonadrill fees claim
In March 2023, Seadrill was served with a claim from an individual (the "Claimant") filed in the High Court of Justice, Business and Property Courts of England and Wales, King's Bench Division, Commercial Court (the "High Court"). The Claimant alleged breach of contract and unjust enrichment damages of approximately $72 million related to an alleged failure by the Company to pay the Claimant a fee for services in arranging the Sonadrill joint venture dating back to 2018. The case concluded on March 18, 2025.
On July 11, 2025, the High Court rendered judgment in favor of the Claimant. The parties are continuing to make submissions to the High Court on the issue of the quantum of damages to be paid; however, Seadrill presently estimates that its liability following the High Court's judgment is unlikely to exceed $53 million, subject to finalization of calculations relating to interest. This amount is exclusive of any claim by the Claimant in respect of legal fees, a portion of which may be awarded by the High Court at a later date. During the second quarter of 2025, Seadrill has estimated an increase to the contingency accrual of $51 million, which is recognized within "Management contract expenses" in the unaudited Condensed Consolidated Statement of Operations. Seadrill is reviewing the judgment and evaluating its options, including the possibility of seeking permission for an appeal to the Court of Appeal.
Nigerian Cabotage Act litigation
In November 2015, the Nigerian Maritime Administration and Safety Agency ("NMASA") issued a detention in respect of the rig West Capella for failure to comply with requirements of the Coastal and Inland Shipping (Cabotage) Act 2003 (the "Cabotage Act"), specifically, failure to pay a Cabotage fee of 2 % on contract revenue. While the named party is Seadrill Mobile Units Nigeria Ltd (previously an Aquadrill entity, acquired by Seadrill upon the merger of Seadrill and Aquadrill) ("SMUNL"), the matter relates to three rigs: the West Capella, West Saturn and West Jupiter. SMUNL commenced proceedings in May 2016 against the Honourable Minister for Transportation, the Attorney General of the Federation and NMASA with respect to interpretation of the Cabotage Act. On June 14, 2019, the Federal High Court of Nigeria delivered a judgment (1) finding that: (a) Drilling operations fall within the definition of "Coastal Trade" or "Cabotage" under the Cabotage Act and (b) Drilling Rigs fall within the definition of "Vessels" under the Cabotage Act, and (2) directing SMUNL to deduct 2 %, or approximately $69 million, of their contract value and remit the same to NMASA. On June 24, 2019, the Court of Appeals sitting in Lagos ("COA") issued a conflicting judgment in Transocean Support Services Nigeria & Ors v NIMASA & Anor, finding drilling rigs cannot be deemed vessels under the Cabotage Act pending appeal. SMUNL filed an appeal to the COA on July 22, 2019, and applied to the Federal High Court for an injunction pending appeal to prevent enforcement. Due to the volume of cases currently being handled by the COA, the Registry of the COA is yet to schedule the hearing date for the appeal. Although we intend to strongly pursue this appeal, we cannot predict the outcome of this case.
Sete Brazil claim
On January 6, 2025, Seadrill Brazil received notices from Petroleo Brasileiro S.A. ("Petrobras") asserting delay penalties against Seadrill Brazil relating to drillships to be operated in Brazil by Seadrill Brazil pursuant to the Sete Brazil Project, an initiative aimed at constructing a fleet of 28 offshore drilling rigs to support Petrobras. The alleged penalties arise from contracts awarded in relation to the Sete Brazil Project in 2012 for three drillships that were to be constructed by Sete Brazil and operated by Seadrill, but were never completed. Sete Brazil was eventually declared bankrupt by the Brazilian courts in December 2024 although that bankruptcy is presently suspended. The aggregate amount claimed by Petrobras as of the date of receipt of the notices was approximately $213 million in delay penalties, with the potential for further delay penalties, which could be significant, to be assessed ratably over the remaining term of the drilling contracts for the three Sete drillships. The contracts limit aggregate delay penalties to 10 % of the total "estimated contract value," as defined in the contract. Petrobras has indicated it may exercise set-off rights against certain amounts payable to Seadrill Brazil under its contracts with Petrobras for our five drillships currently operating in Brazil, revenues related to which are included in our backlog as of June 30, 2025. No set-off right has been exercised to date. Petrobras and Seadrill have agreed to participate in voluntary mediation, and Petrobras has committed to not exercise any set-off rights pending the outcome of the mediation. While Petrobras has indicated that the mediation could commence in the third quarter of 2025, no date has been set. We cannot predict when the mediation will be completed, or what the outcome may be. Dialogue between the parties is ongoing. We are evaluating our legal options, which may include, among other things, seeking injunctive relief and asserting counterclaims against Petrobras in Brazilian courts, and seeking remedies against Petrobras under Seadrill’s prior U.S. Chapter 11 bankruptcy proceedings. This matter is in its early stages, and we are not able to predict its timing or outcome. In addition, the nature, timing, calculation and ultimate amount of the purported penalties are subject to principles of contract interpretation before Brazilian courts. Seadrill intends to vigorously defend its position and pursue available remedies.
Brazil tax audit
Seadrill Serviços de Petróleo Ltda ("Seadrill Brazil") has a long-standing tax audit relating to years 2009 and 2010, which is being litigated through the Brazilian courts. The initial court ruled in favor of Seadrill Brazil, but the appellate court reversed the lower court decision in September 2023 and ruled in favor of the tax authorities, assessing a tax and interest thereon of approximately $75 million. We will vigorously defend our position and, in the first quarter of 2024, our appeal was admitted by the higher courts, but the ultimate timing and outcome of this litigation cannot be determined. There are additional open cases relating to years 2012, 2016, and 2017, where a similar principle is being contested but they are not as far advanced through the courts, for an aggregate assessed amount, including tax and interest, of approximately $80 million.
In order to litigate the tax audit relating to years 2009 and 2010, Seadrill Brazil has entered into an agreement for an insurance bond of BRL413 million ($75 million as of June 30, 2025).
13
SEADRILL LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other matters
In addition to the foregoing, from time to time we are a named defendant or party in certain other lawsuits, claims or proceedings arising in the ordinary course of business or in connection with our acquisition and disposal activities. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty, and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we currently do not expect these other matters to have a material adverse effect on our financial position, operating results and cash flows.
Guarantees
We have issued performance guarantees for potential liabilities that may result from drilling activities under current or previously managed rig arrangements with Sonadrill. As of June 30, 2025, we have not recognized any liabilities for these guarantees as we do not consider it probable that the guarantees will be called. The guarantees provided on behalf of Sonadrill have been capped at $1.1 billion (December 31, 2024: $1.1 billion), in the aggregate, across the three rigs we manage for the joint venture on two active, and two historic, contracts.
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes included in Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q, as well as the Consolidated Financial Statements and related notes included in our 2024 10-K.
The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" in Part I, Item 1A. of our 2024 10-K and "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.
Our Business
Seadrill Limited is an offshore drilling contractor providing worldwide offshore drilling services to the oil and gas industry. Our primary business is the ownership and operation of drillships and semi-submersible rigs for operations in shallow to ultra-deepwater in both benign and harsh environments. We contract our drilling units to drill wells for our customers on a dayrate basis. Our customers include oil super-majors, state-owned national oil companies and independent oil and gas companies. In addition, we provide management services to certain affiliated entities.
As of June 30, 2025, we owned a total of 15 drilling rigs, of which nine were operating, one was undergoing a special periodic survey (the West Gemini, which is leased to the Sonadrill joint venture), one was undergoing repairs and maintenance between contracts, and four were stacked. The operating units include eight floaters (comprising seven 7th generation drillships and one 6th generation drillship) and one harsh environment jackup. In addition to our owned assets, as of June 30, 2025, we managed two 7th generation drillships owned by Sonangol EP.
Significant Developments
U.S. global trade policy changes
Ongoing and recently proposed changes to U.S. global trade policy, along with potential international retaliatory measures, have continued to cause high volatility in global markets and uncertainty around short- and long-term economic impacts in the U.S., including concerns over inflation, recession and slowing growth. We continue to evaluate and monitor the potential impacts of these changes and measures, including the imposition of tariffs, on our business and operations; however, it is not possible to predict the impact, if any, of any changes or proposed changes to the U.S. global trade policy, or any international retaliatory measures, on our business and operations.
Contract Backlog
Contract backlog includes all firm contracts at the contractual operating dayrate multiplied by the number of days remaining in the firm contract period. For contracts which include a market indexed rate mechanism, we utilize the current applicable dayrate multiplied by the number of days remaining in the firm contract period. Contract backlog includes management contract revenues and leasing revenues from bareboat charter arrangements, denoted as "other" in the tables below. Contract backlog excludes revenues for mobilization, demobilization and contract preparation or other incentive provisions and excludes backlog relating to non-consolidated entities.
The contract backlog for our fleet was as follows as of the dates specified:
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Drilling contracts | 2,537 | 3,034 | ||||||||||||
| Other | 68 | 146 | ||||||||||||
| Total contract backlog | 2,605 | 3,180 | ||||||||||||
Our contract backlog includes only firm commitments represented by signed drilling contracts. The full contractual operating dayrate may differ from the actual dayrate we ultimately receive. For example, an alternative contractual dayrate, such as a waiting‑on‑weather rate, repair rate, standby rate or force majeure rate, may apply under certain circumstances. The contractual operating dayrate may also differ from the actual dayrate we ultimately receive because of several other factors, including rig downtime or suspension of operations. In certain contracts, the dayrate may be reduced to zero if, for example, repairs extend beyond a stated period.
We estimate the June 30, 2025 contract backlog to be realized over the following periods:
| (In $ millions) | Year ending December 31, | |||||||||||||||||||||||||||||||||||||
| Contract backlog | Total | 2025 (1) | 2026 | 2027 | Thereafter | |||||||||||||||||||||||||||||||||
| Drilling contracts | 2,537 | 520 | 816 | 739 | 462 | |||||||||||||||||||||||||||||||||
| Other | 68 | 68 | — | — | — | |||||||||||||||||||||||||||||||||
| Total | 2,605 | 588 | 816 | 739 | 462 | |||||||||||||||||||||||||||||||||
(1) Remainder of 2025.
The actual amount of revenues earned and the actual periods during which revenues are earned will differ from the amounts and periods shown in the tables above due to various factors, including shipyard and maintenance, surveys, upgrades and regulatory projects, unplanned downtime and other factors that result in a lower applicable dayrate than the full contractual operating dayrate. Additional factors that could affect the amount and timing of actual revenue to be recognized include customer liquidity issues and contract terminations, which are available to our customers under certain circumstances.
15
Business Environment
The table below shows the average oil price for the six months ended June 30, 2025 and year ended December 31, 2024. The Brent oil price as of August 1, 2025 was $70/bbl.
| Jun-2025 | Dec-2024 | |||||||||||||||||||||||||
| Average Brent oil price ($/bbl) | 70 | 80 | ||||||||||||||||||||||||
In recent years, oil prices have generally remained at levels that support offshore exploration and development activity, where global rig demand has been steady. This level of demand was sustained by the combination of commodity prices, heightened focus on energy security, and relative attractiveness of offshore plays with respect to both cost and carbon emissions.
The price of Brent oil averaged $70 per barrel during the six months ended June 30, 2025, down from $80 per barrel in 2024. Global growth in the production of oil and slower growth in demand has put downward pressure on prices.
Uncertainty persists in the market in light of concerns over global economic conditions, government trade policies and output increases by the Organization of Petroleum Exporting Countries and other major international producers. This has led to the continued deferral of offshore capital expenditures and contracting of offshore drilling services, and could have a negative impact on future demand for offshore drilling services. In addition, inflationary pressures may impact the cost base in our industry, including personnel costs and the prices of goods and services required to reactivate or operate rigs. As anticipated, 2025 is shaping up to be a year marked by softer utilization and a corresponding increase in competition, placing downward pressure on near term dayrates; however, we see signs that point towards a market recovery in late 2026.
The table below shows the global number of rigs on contract and marketed utilization for the six months ended June 30, 2025 and year ended December 31, 2024:
| Jun-2025 | Dec-2024 | |||||||||||||||||||||||||
| Contracted rigs | ||||||||||||||||||||||||||
| Benign environment floater | 106 | 110 | ||||||||||||||||||||||||
| Harsh environment floater | 20 | 22 | ||||||||||||||||||||||||
| Harsh environment jackup | 27 | 28 | ||||||||||||||||||||||||
| Marketed utilization | ||||||||||||||||||||||||||
| Benign environment floater | 84 | % | 87 | % | ||||||||||||||||||||||
| Harsh environment floater | 87 | % | 94 | % | ||||||||||||||||||||||
| Harsh environment jackup | 94 | % | 96 | % | ||||||||||||||||||||||
Source: RigLogix
Global benign-environment floaters
Marketed utilization decreased in the first half of 2025 compared to the previous year, mainly due to fewer contracted floaters, which were primarily benign environment semi-submersibles. As uncertainties persist in the market, there has been a continued deferral in the contracting of offshore drilling services.
Global harsh environment units
Marketed utilization for harsh environment floaters and jackups decreased during the first half of 2025 compared to the previous year, primarily due to long lead times for new projects to commence. Therefore, contracting activities are projected to increase in the near to medium term.
Results of operations
Results for the three months ended June 30, 2025 and June 30, 2024
The tables included below set out financial information for the three months ended June 30, 2025 and June 30, 2024:
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
| Operating revenues | 377 | 375 | 2 | 1 | % | ||||||||||||||||||||||||||||||
| Operating expenses | (371) | (290) | (81) | 28 | % | ||||||||||||||||||||||||||||||
| Other operating items | — | 203 | (203) | (100) | % | ||||||||||||||||||||||||||||||
| Operating profit | 6 | 288 | (282) | (98) | % | ||||||||||||||||||||||||||||||
| Interest expense | (15) | (16) | 1 | (6) | % | ||||||||||||||||||||||||||||||
| Financial and non-operating items | (4) | (16) | 12 | (75) | % | ||||||||||||||||||||||||||||||
| (Loss)/profit before income taxes | (13) | 256 | (269) | (105) | % | ||||||||||||||||||||||||||||||
| Income tax expense | (29) | (3) | (26) | 867 | % | ||||||||||||||||||||||||||||||
| Net (loss)/income | (42) | 253 | (295) | (117) | % | ||||||||||||||||||||||||||||||
16
1) Operating revenues
Operating revenues consist of contract revenues, reimbursable revenues, management contract revenues, leasing revenues and other revenues.
| Three months ended June 30, | ||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | ||||||||||||||||||||||||||||||||||
Contract revenues (a) | 288 | 267 | 21 | 8 | % | |||||||||||||||||||||||||||||||||
| Reimbursable revenues | 16 | 15 | 1 | 7 | % | |||||||||||||||||||||||||||||||||
| Management contract revenues | 65 | 65 | — | — | % | |||||||||||||||||||||||||||||||||
Leasing revenues (b) | 8 | 26 | (18) | (69) | % | |||||||||||||||||||||||||||||||||
| Other revenues | — | 2 | (2) | (100) | % | |||||||||||||||||||||||||||||||||
| Total operating revenues | 377 | 375 | 2 | 1 | % | |||||||||||||||||||||||||||||||||
a) Contract revenues
Contract revenues represent the revenues we earn from contracting our drilling units to customers, primarily on a dayrate basis, and are predominately driven by the average number of rigs under contract during a period, the average dayrates earned and economic utilization achieved by those rigs under contract. We have set out movements in these key indicators of performance in the sections below.
i.Average number of rigs on contract
We calculate the average number of rigs on contract by dividing the aggregate days our rigs (excluding managed rigs) were on contract during the reporting period by the number of days in that reporting period.
The average number of rigs on contract remained consistent at 10 in each of the three months ended June 30, 2025 and 2024. However, there was a decrease in total days on contract resulting in lower contract revenues of $3 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
The decrease was primarily driven by the Sevan Louisiana operating for fewer days in the second quarter of 2025 compared to the same period in 2024. The West Phoenix and West Capella also did not operate during the three months ended June 30, 2025, compared to being fully contracted during the three months ended June 30, 2024. However, these impacts were partially offset by the West Auriga and West Polaris commencing work in Brazil in December 2024 and February 2025, respectively, and therefore, operating during the three months ended June 30, 2025, in contrast to the three months ended June 30, 2024, during which contract preparation activities were performed.
ii.Average contractual dayrates
We calculate the average contractual dayrate by dividing the aggregate contractual dayrates during a reporting period by the aggregate number of days for the reporting period.
The average contractual dayrate earned during the three months ended June 30, 2025 was $331 thousand compared to $289 thousand during the three months ended June 30, 2024, resulting in a $28 million increase in contract revenues in the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
The increase was driven by higher dayrates for the West Auriga and West Polaris operating in Brazil and the West Neptune, West Vela and Sevan Louisiana operating in the U.S. Gulf of America during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. These impacts were partially offset by higher-than-average dayrates for the West Phoenix and West Capella during the three months ended June 30, 2024, in contrast to the second quarter of 2025, during which the rigs were not on contract.
iii.Economic utilization for rigs on contract
We define economic utilization as dayrate revenue earned during the period, excluding bonuses, divided by the contractual operating dayrate multiplied by the number of days on contract in the period. If a drilling unit earns its full operating dayrate throughout a reporting period, its economic utilization would be 100%. However, there are many situations that give rise to a dayrate being earned that is less than the contractual operating rate, such as planned downtime for maintenance. In such situations, economic utilization reduces below 100%.
The economic utilization for the three months ended June 30, 2025 was 93%, compared to 94% for the three months ended June 30, 2024, resulting in a $3 million decrease in contract revenues in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease during the second quarter of 2025 was primarily due to downtime on the West Polaris and West Elara, offset by improved economic utilization on the West Neptune and West Jupiter compared to the second quarter of 2024.
iv.Deferred mobilization revenues
We receive fees for the mobilization of our rigs, where the associated revenue is recognized ratably over the expected term of the related drilling contract. As a result, we record a contract liability for mobilization fees received, which is amortized ratably to contract drilling revenue as services are rendered over the initial term of the related drilling contract.
Amortization of deferred mobilization revenues increased by $6 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily attributable to mobilization fees received on the West Polaris and West Auriga, which commenced operations within the last nine months.
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v.Other items
Contract revenues include add-on services and performance bonuses.
There was a decrease in contract revenues of $7 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily attributable to the West Phoenix earning revenues from add-on services and a performance bonus during the three months ended June 30, 2024, which did not recur during the three months ended June 30, 2025.
b) Leasing revenues
Leasing revenues for the three months ended June 30, 2025 represent revenues earned on the charter of the West Gemini to Sonadrill, and for the three months ended June 30, 2024, also included revenues earned on the charter of the West Castor, West Telesto and West Tucana to Gulfdrill prior to their disposal in June 2024.
Leasing revenues decreased by $18 million in the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily attributable to the disposal of the Gulfdrill rigs in June 2024, along with an increase to the bareboat charter rate for the West Gemini during the three months ended June 30, 2024 retroactively applied to January 1, 2024, which did not recur during the second quarter of 2025.
Refer to Note 10 - "Related party transactions" for additional details.
2) Operating expenses
Total operating expenses include vessel and rig operating expenses, reimbursable expenses, depreciation of drilling units and equipment, amortization of intangibles, management contract expenses, selling, general and administrative expenses, and merger and integration related expenses.
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||||||||
Vessel and rig operating expenses (a) | (180) | (165) | (15) | 9 | % | ||||||||||||||||||||||||||||||||||||
| Reimbursable expenses | (16) | (14) | (2) | 14 | % | ||||||||||||||||||||||||||||||||||||
Depreciation and amortization (b) | (56) | (43) | (13) | 30 | % | ||||||||||||||||||||||||||||||||||||
Management contract expenses (c) | (93) | (41) | (52) | 127 | % | ||||||||||||||||||||||||||||||||||||
Selling, general and administrative expenses (d) | (26) | (24) | (2) | 8 | % | ||||||||||||||||||||||||||||||||||||
| Merger and integration related expenses | — | (3) | 3 | (100) | % | ||||||||||||||||||||||||||||||||||||
| Total operating expenses | (371) | (290) | (81) | 28 | % | ||||||||||||||||||||||||||||||||||||
a) Vessel and rig operating expenses
Vessel and rig operating expenses represent the costs we incur to operate a drilling unit that is either in operation or stacked. This includes the remuneration of offshore crews, rig supplies, expenses for repair and maintenance, onshore support costs, and the amortization of deferred mobilization costs. Vessel and rig operating expenses are mainly driven by rig activity. On average, we incur higher vessel and rig operating expenses when a rig is operating compared to when it is stacked. For stacked rigs, we incur higher vessel and rig expenses for warm stacked rigs compared to cold stacked rigs. We incur one-time costs for activities such as preservation and severance when we cold stack a rig. We also incur significant costs when re-activating a rig from cold stack, a proportion of which is expensed as incurred. Where a rig is leased to another operator, the majority of vessel and rig expenses are incurred by the operator.
Vessel and rig operating expenses increased by $15 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. During the three months ended June 30, 2025, there was a $42 million increase in vessel and rig operating expenses compared to the three months ended June 30, 2024, primarily related to the West Auriga and West Polaris commencing operations in Brazil, of which $13 million related to increased amortization of deferred mobilization costs, along with higher repair and maintenance costs across the fleet. This was partially offset by a $19 million decrease in vessel and rig operating expenses during the three months ended June 30, 2025 related to the West Phoenix and West Capella, which were stacked during the second quarter of 2025, and lower managed service agreement fees of $8 million, as the rigs acquired through the Aquadrill transaction are now managed by Seadrill, rather than by third parties.
b) Depreciation and amortization
The $13 million increase in depreciation and amortization for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is mainly attributable to the capital projects on the West Auriga and West Polaris related to preparations for the recently commenced contracts in Brazil.
c) Management contract expenses
Management contract expenses include costs related to Sonadrill's rigs, Quenguela and Libongos, and the Seadrill rig leased to Sonadrill, the West Gemini.
Management contract expenses increased by $52 million during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily attributable to estimated damages following the unfavorable court judgment related to fees for arranging the Sonadrill joint venture.
Refer to Note 13 - "Commitments and contingencies - Legal Proceedings - Sonadrill fees claim" for additional details.
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d) Selling, general and administrative expenses
Selling, general and administrative expenses include the cost of our corporate and regional offices, certain legal and professional fees as well as the remuneration and other compensation of our officers, directors and employees engaged in central management and administration activities. Selling, general and administrative expense increased by $2 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to personnel costs and legal and professional fees, partially offset by lower costs attributable to the closure of our London office.
3) Other operating items
| Three months ended June 30, | ||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | ||||||||||||||||||||||||||||
Gain on disposals (a) | — | 203 | (203) | (100) | % | |||||||||||||||||||||||||||
| Total other operating items | — | 203 | (203) | (100) | % | |||||||||||||||||||||||||||
a) Gain on disposals
Gain on disposals of $203 million for the three months ended June 30, 2024 relates to the disposal of the West Castor, West Telesto and West Tucana jackup units, along with our 50% equity interest in the Gulfdrill joint venture.
4) Interest expense
| Three months ended June 30, | ||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | ||||||||||||||||||||||||||||
Interest on debt facilities (a) | (13) | (15) | 2 | (13) | % | |||||||||||||||||||||||||||
| Other | (2) | (1) | (1) | 100 | % | |||||||||||||||||||||||||||
| Total interest expense | (15) | (16) | 1 | (6) | % | |||||||||||||||||||||||||||
a) Interest on debt facilities
We incur interest on our debt facilities as summarized below:
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||||||||
| $575 million secured bond | (12) | (13) | 1 | (8) | % | ||||||||||||||||||||||||||||||||||||
| Unsecured senior convertible bond | (1) | (2) | 1 | (50) | % | ||||||||||||||||||||||||||||||||||||
| Total interest on debt facilities | (13) | (15) | 2 | (13) | % | ||||||||||||||||||||||||||||||||||||
5) Financial and non-operating items
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||||||||
Interest income (a) | 3 | 7 | (4) | (57) | % | ||||||||||||||||||||||||||||||||||||
Equity in earnings/(losses) of equity method investments (net of tax) (b) | 6 | (15) | 21 | (140) | % | ||||||||||||||||||||||||||||||||||||
Other financial and non-operating items (c) | (13) | (8) | (5) | 63 | % | ||||||||||||||||||||||||||||||||||||
| Total financial and non-operating items | (4) | (16) | 12 | (75) | % | ||||||||||||||||||||||||||||||||||||
a) Interest income
Interest income relates to interest earned on bank deposits. The $4 million decrease in interest income for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to lower cash balances.
b) Equity in earnings/(losses) of equity method investments (net of tax)
The earnings/(losses) during the three months ended June 30, 2025 and the three months ended June 30, 2024 relates to Seadrill's proportion of earnings/(losses) from Sonadrill.
The increase of $21 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to lower bareboat charter costs for the Libongos, Quenguela and West Gemini. During the second quarter of 2024, increases to the bareboat charter rates were applied retroactive to January 1, 2024, which did not recur in 2025. In addition, there was an increase to the operating dayrate for the West Gemini during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
c) Other financial and non-operating items
Other financial and non-operating items increased by $5 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily related to the recognition of VAT liabilities, partially offset by favorable foreign exchange movements due to the depreciation of the USD against the Brazilian Real, Norwegian Krone and Indonesian Rupiah.
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6) Income tax expense
Income tax expense consists of taxes currently payable and changes in deferred tax assets and liabilities related to our ownership and operation of drilling units and may vary significantly depending on jurisdictions and contractual arrangements. In most cases, the calculation of taxes is based on net income or deemed income, the latter generally being a function of gross revenue.
The $26 million increase in tax expense during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily reflects changes in the Company's mix of pre-tax income and loss among tax jurisdictions in addition to the recognition of a tax benefit in 2024, attributable to changes in valuation allowances established for Switzerland and Brazil.
Results for the six months ended June 30, 2025 and June 30, 2024
The tables included below set out financial information for the six months ended June 30, 2025 and June 30, 2024:
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
| Operating revenues | 712 | 742 | (30) | (4) | % | ||||||||||||||||||||||||||||||
| Operating expenses | (688) | (593) | (95) | 16 | % | ||||||||||||||||||||||||||||||
| Other operating items | — | 219 | (219) | (100) | % | ||||||||||||||||||||||||||||||
| Operating profit | 24 | 368 | (344) | (93) | % | ||||||||||||||||||||||||||||||
| Interest expense | (30) | (31) | 1 | (3) | % | ||||||||||||||||||||||||||||||
| Financial and non-operating items | (6) | (11) | 5 | (45) | % | ||||||||||||||||||||||||||||||
| (Loss)/profit before income taxes | (12) | 326 | (338) | (104) | % | ||||||||||||||||||||||||||||||
| Income tax expense | (44) | (13) | (31) | 238 | % | ||||||||||||||||||||||||||||||
| Net (loss)/income | (56) | 313 | (369) | (118) | % | ||||||||||||||||||||||||||||||
1) Operating revenues
| Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | ||||||||||||||||||||||||||||||||||
Contract revenues (a) | 536 | 542 | (6) | (1) | % | |||||||||||||||||||||||||||||||||
Reimbursable revenues (b) | 31 | 35 | (4) | (11) | % | |||||||||||||||||||||||||||||||||
Management contract revenues (c) | 126 | 123 | 3 | 2 | % | |||||||||||||||||||||||||||||||||
Leasing revenues (d) | 16 | 37 | (21) | (57) | % | |||||||||||||||||||||||||||||||||
| Other revenues | 3 | 5 | (2) | (40) | % | |||||||||||||||||||||||||||||||||
| Total operating revenues | 712 | 742 | (30) | (4) | % | |||||||||||||||||||||||||||||||||
a) Contract revenues
i.Average number of rigs on contract
The average number of rigs on contract remained consistent at 10 in each of the six months ended June 30, 2025 and 2024. However, there was a decrease in total days on contract resulting in a decrease of $45 million in contract revenues in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
The decrease was primarily driven by the West Phoenix being stacked through the first half of 2025, West Capella being stacked for a majority of the first half of 2025, and West Neptune operating for fewer days during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
However, these impacts were partially offset by the Sevan Louisiana operating for more days during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to its special periodic survey in the first quarter of 2024. The West Auriga and West Polaris also commenced work in Brazil in December 2024 and February 2025, respectively, and therefore, were operating for more days during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
ii.Average contractual dayrates
The average contractual dayrate earned during the six months ended June 30, 2025 was $327 thousand compared to $295 thousand during the six months ended June 30, 2024, resulting in a $54 million increase in contract revenues in the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
The increase was driven by higher dayrates for the West Neptune, West Vela and Sevan Louisiana operating in the U.S. Gulf of America, West Auriga and West Polaris operating in Brazil, and the West Elara operating in Norway during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. These impacts were partially offset by higher-than-average dayrates for the West Phoenix and West Capella during the six months ended June 30, 2024, in contrast to the six months ended June 30, 2025, during which the rigs were not on contract throughout the period.
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iii.Economic utilization for rigs on contract
The economic utilization for the six months ended June 30, 2025 was 89%, compared to 95% for the six months ended June 30, 2024, resulting in a $25 million decrease in contract revenues in the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease during the first half of 2025 was primarily due to unplanned downtime related to regulatory matters impacting the West Tellus and downtime on the West Polaris, West Auriga, West Elara and Sevan Louisiana, partially offset by improved economic utilization on the West Neptune and West Jupiter compared to the six months ended June 30, 2024.
iv.Deferred mobilization revenues
Amortization of deferred mobilization revenues increased by $17 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily attributable to mobilization fees received on the West Capella, West Polaris and West Auriga, which commenced operations within the last nine months.
v.Other items
There was a decrease in contract revenues of $7 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily attributable to the West Phoenix earning revenues from add-on services and a performance bonus during the six months ended June 30, 2024, which did not recur during the six months ended June 30, 2025.
b) Reimbursable revenues
The decrease of $4 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 was primarily due to additional reimbursable services provided to the Libongos and Quenguela for long-term maintenance during the six months ended June 30, 2024, which did not recur during the six months ended June 30, 2025.
c) Management contract revenues
Management contract revenues include revenues related to contracts where we provide management, operational and technical support services and are comprised of revenues from our joint venture, Sonadrill, relating to the Libongos, Quenguela and West Gemini.
Management contract revenues increased by $3 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily driven by higher management fees on the Libongos, Quenguela and the West Gemini.
Refer to Note 10 - "Related party transactions" for additional details.
d) Leasing revenues
Leasing revenues decreased by $21 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily attributable to the disposal of the Gulfdrill rigs in June 2024.
Refer to Note 10 - "Related party transactions" for additional details.
2) Operating expenses
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
Vessel and rig operating expenses (a) | (359) | (345) | (14) | 4 | % | ||||||||||||||||||||||||||||||
| Reimbursable expenses | (31) | (34) | 3 | (9) | % | ||||||||||||||||||||||||||||||
Depreciation and amortization (b) | (111) | (81) | (30) | 37 | % | ||||||||||||||||||||||||||||||
Management contract expenses (c) | (138) | (79) | (59) | 75 | % | ||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (49) | (49) | — | — | % | ||||||||||||||||||||||||||||||
| Merger and integration related expenses | — | (5) | 5 | (100) | % | ||||||||||||||||||||||||||||||
| Total operating expenses | (688) | (593) | (95) | 16 | % | ||||||||||||||||||||||||||||||
a) Vessel and rig operating expenses
Vessel and rig operating expenses increased by $14 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. During the six months ended June 30, 2025 there was a $71 million increase in vessel and rig operating expenses compared to the six months ended June 30, 2024, primarily related to the West Auriga and West Polaris commencing operations in Brazil, of which $22 million related to increased amortization of deferred mobilization costs, along with higher repair and maintenance costs across the fleet. This was partially offset by a $36 million decrease in vessel and rig operating expenses during the six months ended June 30, 2025 related to the West Phoenix and West Capella, which were stacked for the majority of the six months ended June 30, 2025, and lower managed service agreement fees of $21 million, as the rigs acquired through the Aquadrill transaction are now managed by Seadrill, rather than by third parties.
b) Depreciation and amortization
The $30 million increase in depreciation and amortization for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is mainly attributable to the capital projects on the West Auriga and West Polaris and unfavorable contracts being fully amortized during 2024.
Depreciation of drilling units and equipment
Depreciation increased by $26 million in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, mainly attributable to the capital projects on the West Auriga and West Polaris related to preparations for the recently commenced contracts in Brazil.
21
Amortization of intangibles
Amortization expense increased by $4 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, mainly attributable to unfavorable contracts being fully amortized during 2024 related to the West Auriga and West Vela.
c) Management contract expenses
Management contract expenses increased by $59 million during the six months ended June 30, 2025, compared to the six months ended June 30, 2024, primarily attributable to estimated damages following the unfavorable court judgment related to fees for arranging the Sonadrill joint venture, along with higher repairs and maintenance costs.
Refer to Note 13 - "Commitments and contingencies - Legal Proceedings - Sonadrill fees claim" for additional details.
3) Other operating items
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
Gain on disposals (a) | — | 203 | (203) | (100) | % | ||||||||||||||||||||||||||||||
Other operating income (b) | — | 16 | (16) | (100) | % | ||||||||||||||||||||||||||||||
| Total other operating items | — | 219 | (219) | (100) | % | ||||||||||||||||||||||||||||||
a) Gain on disposals
Gain on disposals of $203 million for the six months ended June 30, 2024 relates to the disposal of the West Castor, West Telesto and West Tucana jackup units, along with our 50% equity interest in the Gulfdrill joint venture.
b) Other operating income
Other operating income of $16 million for the six months ended June 30, 2024 relates to the recovery of historical import duties in the form of tax credits following the approval by the applicable tax authorities, which did not recur in the six months ended June 30, 2025.
4) Interest expense
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
Interest on debt facilities (a) | (27) | (29) | 2 | (7) | % | ||||||||||||||||||||||||||||||
| Other | (3) | (2) | (1) | 50 | % | ||||||||||||||||||||||||||||||
| Total interest expense | (30) | (31) | 1 | (3) | % | ||||||||||||||||||||||||||||||
a) Interest on debt facilities
We incur interest on our debt facilities as summarized below:
| Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | ||||||||||||||||||||||||||||||||||||||||
| $575 million secured bond | (24) | (25) | 1 | (4) | % | |||||||||||||||||||||||||||||||||||||||
| Unsecured senior convertible bond | (3) | (4) | 1 | (25) | % | |||||||||||||||||||||||||||||||||||||||
| Total interest on debt facilities | (27) | (29) | 2 | (7) | % | |||||||||||||||||||||||||||||||||||||||
5) Financial and non-operating items
| Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||||||||||||||
Interest income (a) | 7 | 14 | (7) | (50) | % | ||||||||||||||||||||||||||||||
Equity in earnings/(losses) of equity method investments (net of tax) (b) | 14 | (11) | 25 | (227) | % | ||||||||||||||||||||||||||||||
Other financial and non-operating items (c) | (27) | (14) | (13) | 93 | % | ||||||||||||||||||||||||||||||
| Total financial and non-operating items | (6) | (11) | 5 | (45) | % | ||||||||||||||||||||||||||||||
a) Interest income
The $7 million decrease in interest income for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily attributable to lower cash balances.
22
b) Equity in earnings/(losses) of equity method investments (net of tax)
The increase of $25 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily attributable to higher operating dayrates on the West Gemini and Quenguela.
c) Other financial and non-operating items
Other financial and non-operating items increased by $13 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily related to the recognition of VAT liabilities and a provision related to assets sold in 2023. This was partially offset by favorable foreign exchange movements due to the depreciation of the USD against the Brazilian Real, Norwegian Krone and Indonesian Rupiah.
6) Income tax expense
The $31 million increase in tax expense during the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily reflects changes in the Company's mix of pre-tax income and loss among tax jurisdictions in addition to the recognition of a tax benefit in 2024, attributable to changes in valuation allowances established for Switzerland and Brazil.
Liquidity and Capital Resources
1) Capital allocation framework and Share repurchase program
In July 2023, in connection with the issuance of the Notes, Seadrill announced capital allocation principles designed to prioritize a conservative capital structure and liquidity position, focused capital investment in its fleet, and returns to shareholders. Within this framework, Seadrill intends to maintain a net leverage target of less than 1.0x under current market conditions, with a maximum through-cycle net leverage target of less than 2.0x. Seadrill also intends to maintain a strong liquidity position to provide resilience even in a downturn scenario by establishing a target minimum cash-on-hand of $250 million. Further, Seadrill intends to evaluate the potential for accretive additions in core asset categories.
So long as Seadrill is able to meet its net leverage and liquidity targets on a forward-looking basis, as well as comply with its Revolving Credit Facility covenant requirements, Seadrill would seek to provide a return to our shareholders of at least 50% of Free Cash Flow (defined as cash flows from operating activities minus additions to drilling units and equipment) in the form of Share repurchases or dividends. Seadrill will consider additional returns to shareholders from the proceeds of any asset sales in the absence of identified, accretive opportunities. Dividends and Share repurchases will be authorized and determined by the Board of Directors in its sole discretion and depend upon a number of factors, including those described above, its future prospects, market trend evaluation and such other factors as the Board of Directors may deem relevant. Please see Item 1A. "Risk Factors - Financial and Tax Risks - We may be unable to meet our capital allocation framework goal of returning at least 50% of Free Cash Flow to shareholders through dividends and share repurchases, which could decrease expected returns on an investment in our Shares" in Part I of our 2024 10-K.
During the second quarter of 2024, the Company's Board of Directors authorized a $500 million Share repurchase program that will run for a period of two years from June 25, 2024, the date of completion for the programs initiated in 2023 ("Current Repurchase Program"). Under the Current Repurchase Program, the Board authorized the Company to purchase up to $300 million of the Company's Shares in 2024. Since the Current Repurchase Program commenced, the Company has repurchased an aggregate of 6,714,252 Shares with a weighted average Share price of $43.52, amounting to $292 million. On September 30, 2024 and December 16, 2024, the Company canceled 4,213,349 and 2,500,903 treasury Shares, respectively, repurchased under this program.
During the three and six months ended June 30, 2025, the Company did not repurchase Shares, and therefore, as of June 30, 2025, $208 million of the $500 million authorized amount remained available under the Current Repurchase Program.
During the three months ended June 30, 2024, the Company repurchased approximately 2.5 million Shares amounting to $125 million, with a weighted average Share price of $50.68. During the six months ended June 30, 2024, the Company repurchased approximately 5.1 million Shares amounting to $244 million, with a weighted average Share price of $47.87.
While the Current Repurchase Program has a fixed expiration, it may be modified, suspended or discontinued at any time. Shares may be repurchased at any time and from time to time under the program in open market purchases, privately negotiated purchases, block trades, tender offers, accelerated Share repurchase transactions or other derivative transactions, through the purchase of call options or the sale of put options, or otherwise, or by any combination of the foregoing. The Company is under no obligation to purchase any Shares in respect of the repurchase program. The manner, timing, pricing and amount of any repurchases may be based upon a number of factors, including market conditions, the Company's financial position and capital requirements, financial conditions, competing uses for cash, statutory solvency requirements, the restrictions in the Company's debt agreements and other factors.
The Company may continue Share repurchases pursuant to the Current Repurchase Program at the Board's discretion. While we intend to announce the initiation of any Board approved repurchase programs in the future, as well as periodic information required under U.S. securities laws and regulations, we do not intend to announce any sub-authorizations for Share repurchases made pursuant to the Current Repurchase Program or any successor program given that we are no longer required to comply with European regulations requiring onerous disclosure in connection with repurchase programs.
23
2) Liquidity
Our level of liquidity fluctuates depending on a number of factors. These include, among others, our drilling units being on contract, economic utilization achieved, average contract dayrates, timing of accounts receivable collection, capital expenditures for rig upgrades and reactivation projects and timing of payments for operating costs and other obligations.
As of June 30, 2025, Seadrill had available liquidity of $618 million, which consisted of unrestricted cash of $393 million and available borrowings under our Revolving Credit Facility of $225 million. Our cash on hand, available borrowings under the Revolving Credit Facility, and contract and other revenues are expected to generate sufficient cash flow to fund our anticipated debt service and working capital requirements for the next 12 months.
The table below shows unrestricted cash balances and total available liquidity as of each date presented.
| (In $ millions) | June 30, 2025 | December 31, 2024 | ||||||||||||
| Unrestricted cash | 393 | 478 | ||||||||||||
| Undrawn Revolving Credit Facility | 225 | 225 | ||||||||||||
| Total available liquidity | 618 | 703 | ||||||||||||
We have shown our sources and uses of cash by category of cash flows in the table below:
| Six months ended June 30, | |||||||||||||||||||||||
| (In $ millions, except percentages) | 2025 | 2024 | Change | Change % | |||||||||||||||||||
Net cash (used in)/provided by operating activities (a) | (16) | 108 | (124) | (115) | % | ||||||||||||||||||
Net cash (used in)/provided by investing activities (b) | (72) | 272 | (344) | (126) | % | ||||||||||||||||||
Net cash used in financing activities (c) | — | (241) | 241 | (100) | % | ||||||||||||||||||
| Effect of exchange rate changes in cash | 2 | (5) | 7 | (140) | % | ||||||||||||||||||
| Change in period | (86) | 134 | (220) | (164) | % | ||||||||||||||||||
a) Net cash (used in)/provided by operating activities
Cash flows from operating activities includes cash receipts from customers, cash paid to employees and suppliers (except for additions to drilling units and equipment), interest and dividends received (except for returns of capital), interest paid, income taxes paid and other operating cash payments and receipts.
Net cash used in operating activities during the six months ended June 30, 2025 was $16 million compared to net cash provided by operating activities of $108 million for the six months ended June 30, 2024. The $124 million decrease was primarily related to decreased operating results, along with increased disbursements to suppliers and additions to long-term maintenance projects on the West Neptune, West Vela, West Gemini and across our fleet operating in Brazil, including contract preparation costs incurred for the West Polaris.
b) Net cash (used in)/provided by investing activities
The $72 million cash used in investing activities during the six months ended June 30, 2025 was primarily related to capital expenditures on the West Neptune, West Elara and West Auriga and the acquisition of capital spares.
The $272 million cash provided by investing activities during the six months ended June 30, 2024 was primarily related to the proceeds received on the disposal of our three jackup rigs, West Castor, West Telesto and West Tucana, along with our 50% equity interest in the Gulfdrill joint venture of $338 million. This was partially offset by capital expenditures of $66 million primarily related to capital upgrades on the West Auriga and West Polaris during their preparations for Petrobras contracts.
c) Net cash used in financing activities
The $241 million cash used in financing activities during the six months ended June 30, 2024 was related to Share repurchases.
3) Borrowing Activities
An overview of our debt as of June 30, 2025, divided into (i) secured bond and (ii) unsecured senior convertible bond, is presented in the table below:
| (In $ millions) | Principal Value as of June 30, 2025 | Debt Premium | Debt Issuance Costs | Carrying Value as of June 30, 2025 | Maturity Date | |||||||||||||||
| Bonds | ||||||||||||||||||||
| $575 million secured bond | 575 | 1 | (14) | 562 | August 2030 | |||||||||||||||
| Unsecured | ||||||||||||||||||||
| $50 million senior convertible bond | 50 | — | — | 50 | August 2028 | |||||||||||||||
| Total debt | 625 | 1 | (14) | 612 | ||||||||||||||||
24
Collateral package
Revolving Credit Facility
In July 2023, the Company entered into a $225 million, 5-year Senior Secured Revolving Credit Agreement in respect of the Revolving Credit Facility (the "Credit Agreement"). Seadrill Finance is the borrower under the Credit Agreement, and the facility is secured by first priority liens on substantially all of the Company's rigs and related assets, other than non-core assets. The Company, and certain of its subsidiaries that own collateral or are otherwise material, guarantee the obligations under the Credit Agreement. The loans outstanding under the Credit Agreement bear interest at a rate per annum equal to the applicable margin plus, at Seadrill Finance's option, either: (i) the Term SOFR (as defined in the Credit Agreement) plus 0.10%; or (ii) the Daily Simple SOFR (as defined in the Credit Agreement) plus 0.10%. For both the Term SOFR loans and Daily Simple SOFR loans, the applicable margin is initially 2.75% per annum and may vary based on Seadrill's Credit Ratings (as defined in the Credit Agreement), from 2.50% to 3.50% per annum. A commitment fee is incurred under the Revolving Credit Facility on undrawn amounts, at a rate of 0.5% per annum to and including July 27, 2026, 0.75% per annum from and including July 28, 2026 to and including July 27, 2027, and 1.00% per annum thereafter.
$575 million Notes Offerings
In July 2023, Seadrill Finance issued the Notes in a private offering. The Notes mature on August 1, 2030. The Notes are guaranteed by the Company and the same subsidiaries of the Company that guarantee the Credit Agreement. The Notes are secured by a second priority lien on the same assets that secure the Credit Agreement.
For further details on these facilities please refer to Note 9 – "Debt" of our unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which are incorporated herein by reference.
Financial covenants
The Credit Agreement obligates Seadrill and its restricted subsidiaries to comply with the following financial covenants:
•as of the last day of each fiscal quarter, the Interest Coverage Ratio (as defined in the Credit Agreement) is not permitted to be less than 2.50 to 1.00; and
•as of the last day of each fiscal quarter, the Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement) is not permitted to be greater than 3.00 to 1.00.
As of June 30, 2025, Seadrill was in compliance with these financial covenants.
Critical Accounting Estimates
The preparation of our unaudited Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures about contingent assets and liabilities. We base these estimates and assumptions on historical experience and on various other information and assumptions that we believe to be reasonable. Critical accounting estimates are important to the portrayal of both our financial position and results of operations and require us to make subjective or complex assumptions or estimates about matters that are uncertain. Actual results may differ from these estimates.
For a discussion of our critical accounting estimates, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" in our 2024 10-K. As of June 30, 2025, there have been no material changes to the judgments, assumptions and estimates upon which our critical accounting policies and estimates are based.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, including foreign exchange risk and interest rate risk. Our policy is to reduce our exposure to these risks, where possible, within boundaries deemed appropriate by our management team. This may include the use of derivative instruments. There have been no material changes to our market risks as compared to the information previously reported under Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our 2024 10-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with participation from the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025. Based on that evaluation and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded the Company's disclosure controls and procedures were effective, providing effective means to ensure the information the Company is required to disclose under applicable laws and regulations is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and accumulated and communicated to the Company's management to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Except as set forth in Note 13 – "Commitments and contingencies" to our unaudited Condensed Consolidated Financial Statements included in Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q, we were involved in a number of lawsuits, regulatory matters, disputes, and claims, asserted and unasserted, all of which have arisen in the ordinary course of our business and for which we do not expect the liability, if any, to have a material adverse effect on our consolidated financial position, results of operations, or cash flows. We cannot predict with certainty the outcome or effect of any of the matters referred to above or of any such other pending or threatened litigation or legal proceedings. We can provide no assurance that our beliefs or expectations as to the outcome or effect of any lawsuit or claim or dispute will prove correct and the eventual outcome of these matters could materially differ from management’s current estimates.
Additional information regarding legal proceedings is presented in Note 13 - "Commitments and contingencies" to our unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1. of this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. "Risk Factors" in our 2024 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the second quarter of 2025, the Company did not repurchase Shares, and therefore, as of June 30, 2025, $208 million of the $500 million authorized amount remained available under the Current Repurchase Program.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted terminated
26
Item 6. Exhibits
| Exhibit Number | Description | ||||
| 3.1 | Certificate of Incorporation of Seadrill 2021 Limited delivered October 21, 2021 (incorporated by reference to Exhibit 1.1 to Seadrill Limited's Annual Report on Form 20-F filed with the SEC on April 29, 2022). | ||||
| 3.2 | Memorandum of Association of Seadrill 2021 Limited (incorporated by reference to Exhibit 1.2 to Seadrill Limited's Annual Report on Form 20-F filed with the SEC on April 29, 2022). | ||||
| 3.3 | Certificate of Deposit of Memorandum of Increase of Share Capital of Seadrill Limited (incorporated by reference to Exhibit 1.3 to Seadrill Limited's Annual Report on Form 20-F filed with the SEC on April 29, 2022). | ||||
| 3.4 | Certificate of Change of Name from Seadrill 2021 Limited to Seadrill Limited delivered February 22, 2022 (incorporated by reference to Exhibit 1.5 to Seadrill Limited's Annual Report on Form 20-F filed with the SEC on April 29, 2022). | ||||
| 3.5 | Bye-Laws of Seadrill Limited (incorporated by reference to Exhibit 1.4 to Seadrill Limited's Annual Report on Form 20-F filed with the SEC on April 29, 2022). | ||||
| 10.1+* | Form of PRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | ||||
| 10.2+* | Form of TRSU Award Agreement (Executive Officers) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | ||||
| 10.3+* | Form of TRSU Award Agreement (Director) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | ||||
| 10.4+* | Form of TRSU Award Agreement (Director Deferred) under the Amended and Restated Seadrill Limited 2022 Management Incentive Plan. | ||||
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | ||||
| 32.1** | Certification of the Principal Executive Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of the Principal Financial Officer pursuant to 18 USC Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Schema Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) | ||||
| + | Management contract or compensatory plan or arrangement. | ||||
* | Filed herewith. | ||||
** | Furnished herewith. | ||||
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SEADRILL LIMITED | ||||||||
| Date: August 7, 2025 | ||||||||
| By: | /s/ Grant Creed Grant Creed Executive Vice President and Chief Financial Officer (duly authorized officer, principal financial officer, principal accounting officer) | |||||||
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