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•	the Company's distribution policy and the Company's ability to make cash distributions on the Company's units or any increases in distributions and the amount of such increases;

•	the Company's ability to borrow under the credit facility between OPCO, as borrower, and Seadrill, as lender;

•	the Company's future financial condition or results of operations and future revenues and expenses;

•	the repayment of debt;

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•	expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements;

•	the ability of OPCO’s drilling units to perform satisfactorily or to the Company's expectations;

•	fluctuations in the international price of oil;

•	discoveries of new sources of oil that do not require deepwater drilling units;

•	the development of alternative sources of fuel and energy;

•	technological advances, including in production, refining and energy efficiency;

•	weather events and natural disasters;

•	the Company's ability to meet any future capital expenditure requirements;

•	the Company's ability to maintain operating expenses at adequate and profitable levels;

•	expected costs of maintenance or other work performed on OPCO's drilling units and any estimates of downtime;

•	the Company's ability to leverage Seadrill’s relationship and reputation in the offshore drilling industry;

•	the Company's ability to purchase drilling units in the future, including from Seadrill;

•	increasing the Company's ownership interest in OPCO;

•	delay in payments by, or disputes with OPCO’s customers under its drilling contracts;

•	OPCO’s ability to comply with, maintain, renew or extend its existing drilling contracts;

•	OPCO’s ability to re-deploy its drilling units upon termination of its existing drilling contracts at profitable dayrates;

•	the Company's ability to respond to new technological requirements in the areas in which OPCO operates;

•	the occurrence of any accident involving OPCO’s drilling units or other drilling units in the industry;

•	changes in governmental regulations that affect the Company or OPCO and the interpretations of those regulations, particularly those that relate to environmental matters, export or import and economic sanctions or trade embargo matters, regulations applicable to the oil industry and tax and royalty legislation;

•	competition in the offshore drilling industry and other actions of competitors, including decisions to deploy drilling units in the areas in which OPCO currently operates;

•	the availability on a timely basis of drilling units, supplies, personnel and oil field services in the areas in which OPCO operates;

•	general economic, political and business conditions globally;

•	military operations, terrorist acts, wars or embargoes;

•	potential disruption of operations due to accidents, political events, piracy or acts by terrorists;

•	the Company's or OPCO’s ability to obtain financing in sufficient amounts and on adequate terms;

•	workplace safety regulation and employee claims;

•	the cost and availability of adequate insurance coverage;

•	the Company's incremental general and administrative expenses as a publicly traded limited liability company and the Company's fees and expenses payable under the advisory, technical and administrative services agreements and the management and administrative services agreements;

•	the taxation of the Company's company and distributions to the Company's unitholders;

•	future sales of the Company's common units in the public market;

•	acquisitions and divestitures of assets and businesses by Seadrill; and

•	the Company's business strategy and other plans and objectives for future operations.

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(1)

During the year ended December 31, 2013, the Company acquired from Seadrill two tender rigs, the T-15 and the T-16, which the Company holds through a 100% limited liability company interest in Seadrill Partners Operating LLC, a 51% indirect interest in the semi-submersible drilling rig, the West Sirius, which the Company holds through Seadrill Capricorn Holdings LLC, and a 30% indirect interest in the semi-submersible drilling rig, the West Leo, which the Company holds through Seadrill Operating LP. These transactions were deemed to be a reorganization of entities under common control and therefore the fleet data has been retroactively adjusted as if the Company had acquired the interests in these units when they began operations under the ownership of Seadrill.

(2)	Non-GAAP financial measure

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(a)	Other financial items consists of loss on derivative financial instruments and currency exchange loss.

(b)	Depreciation and amortization reported above excludes depreciation occurred during rig mobilization, as this has been instead included within “Amortization of mobilization revenue and expense”.

(c)	Amortization of mobilization revenue and expense is amortization of lump sum mobilization revenue received prior to the commencement of the drilling contracts net of amortized expense incurred during the mobilization period.

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•	the dayrates it obtains under its drilling contracts;

•	the level of its rig operating costs, such as the cost of crews, repair, maintenance and insurance;

•	the levels of reimbursable revenues and expenses;

•	its ability to re-contract its drilling units upon expiration or termination of an existing drilling contract and the dayrates it can obtain under such contracts;

•	delays in the delivery of any new drilling units and the beginning of payments under drilling contracts relating to those drilling units;

•	the timeliness of payments from customers under drilling contracts;

•	prevailing global and regional economic and political conditions;

•	time spent mobilizing drilling units to the customer location;

•	changes in local income tax rates;

•	currency exchange rate fluctuations and currency controls; and

•	the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of its business.

•	the level of capital and operating expenditures it makes, including for maintaining and replacing drilling units or modifying existing drilling units to meet customer requirements and complying with regulations or to upgrade technology on OPCO’s drilling units;

•	its debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in its debt instruments;

•	fluctuations in its working capital needs;

•	number of days of rig downtime or less than full utilization, which would result in a reduction of revenues under a drilling contract;

•	whether the Company or OPCO exercise any options to purchase drilling units in the future that are required to be offered to the Company by Seadrill pursuant to the terms of the Omnibus Agreement or otherwise;

•	the ability to make working capital borrowings and availability under the sponsor credit facility; and

•	the amount of any cash reserves, including reserves for future maintenance and replacement capital expenditures, working capital and other matters, established by the Company's board of directors.

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•	interest expense and principal payments on any indebtedness the Company may incur;

•	restrictions on distributions contained in any of the Company's current or future debt agreements;

•	fees and expenses of the Company, the Seadrill Member, its affiliates or third parties the Company is required to reimburse or pay, including expenses the Company incurs as a result of being a public company; and

•	reserves the Company's board of directors believes are prudent for the Company to maintain for the proper conduct of its business or to provide for future distributions.

•	the cost of labor and materials;

•	customer requirements;

•	fleet size;

•	the cost of replacement drilling units;

•	the cost of replacement parts for existing drilling units;

•	the geographic location of the drilling units;

•	length of drilling contracts;

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•	governmental regulations and maritime self-regulatory organization and technical standards relating to safety, security or the environment; and

•	industry standards.

•	the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be limited or such financing may not be available on favorable terms;

•	the Company and OPCO will need a substantial portion of the Company's cash flow to make principal (including amortization payments as required by OPCO’s financing agreements) and interest payments on the Company's debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

•	such debt may make the Company and OPCO each more vulnerable to competitive pressures or a downturn in its business or the economy generally than the Company's competitors with less debt; and

•	such debt may limit the Company and OPCO’s flexibility in responding to changing business and economic conditions.

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•	enter into other financing agreements;

•	incur additional indebtedness;

•	create or permit liens on the Company's respective assets;

•	sell drilling units or the capital stock of the Company's respective subsidiaries;

•	change the nature of the Company's business;

•	make investments;

•	pay distributions to the Company's unitholders or to the Company, respectively;

•	change the management and/or ownership of the drilling units;

•	make capital expenditures; and

•	compete effectively to the extent the Company's competitors are subject to less onerous restrictions.

•	a failure to pay any principal, interest, fees, expenses or other amounts when due;

•	a violation of covenants requiring the Company to maintain certain levels of insurance coverage, minimum liquidity levels, minimum interest coverage ratios, maximum leverage ratios and minimum current ratios;

•	a default under any other provision of the financing agreements, as well as a default under any provision of related security documents;

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•	a material breach of any representation or warranty contained in the applicable financing agreement;

•	a default under other indebtedness;

•	a failure to comply with a final legal judgment from a court of competent jurisdiction;

•	a bankruptcy or insolvency event;

•	a suspension or cessation of the Company's business;

•	the destruction or abandonment of the Company's assets, or the seizure or appropriation thereof by any governmental, regulatory or other authority if the lenders determine such occurrence could have a material adverse effect on the Company's business or the Company's ability to satisfy the Company's obligations under or otherwise comply with the applicable financing agreement;

•	the invalidity, unlawfulness or repudiation of any financing agreement or related security document;

•	an enforcement of any liens or other encumbrances covering the Company's assets; and

•	the occurrence of certain other events that the lenders believe is likely to have a material adverse effect on the Company's business or its ability to satisfy its obligations under or otherwise comply with the applicable financing agreement.

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•	worldwide production and demand for oil and gas;

•	the cost of exploring for, developing, producing and delivering oil and gas;

•	expectations regarding future energy prices;

•	advances in exploration, development and production technology;

•	the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain levels and pricing;

•	the level of production in non-OPEC countries;

•	government regulations, including restrictions on offshore transportation of oil and gas;

•	local and international political, economic and weather conditions;

•	domestic and foreign tax policies;

•	development and exploitation of alternative fuels;

•	the policies of various governments regarding exploration and development of their oil and gas reserves;

•	accidents, severe weather, natural disasters and other similar incidents relating to the oil and gas industry; and

•	the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas or further acts of terrorism in the United States, or elsewhere.

•	the availability of competing offshore drilling rigs;

•	the level of costs for associated offshore oilfield and construction services;

•	oil and gas transportation costs;

•	the level of rig operating costs including crew and maintenance;

•	the discovery of new oil and gas reserves; and

•	regulatory restrictions on offshore drilling.

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•	renew existing drilling contracts upon their expiration;

•	obtain new drilling contracts;

•	efficiently and productively carry out the Company's drilling activities;

•	successfully interact with shipyards;

•	obtain financing and maintain insurance on commercially acceptable terms;

•	maintain access to capital under the sponsor credit facility; or

•	maintain satisfactory relationships with suppliers and other third parties.

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•	breakdowns of equipment and other unforeseen engineering problems;

•	work stoppages, including labor strikes;

•	shortages of material and skilled labor;

•	delays in repairs by suppliers;

•	surveys by government and maritime authorities;

•	periodic classification surveys;

•	severe weather, strong ocean currents or harsh operating conditions; and

•	force majeure events.

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•	general economic and market conditions affecting the offshore drilling industry, including competition from other offshore contract drilling companies;

•	types, sizes and ages of drilling units;

•	supply and demand for drilling units;

•	costs of new buildings;

•	prevailing level of drilling services contract dayrates;

•	governmental or other regulations; and

•	technological advances.

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•	terrorist acts, armed hostilities, war and civil disturbances;

•	acts of piracy, which have historically affected ocean-going drilling units trading in regions of the world such as the South China Sea, the Gulf of Aden off the coast of Somalia, where piracy has increased significantly in frequency since 2008, and off the west coast of Africa;

•	significant governmental influence over many aspects of local economies;

•	seizure, nationalization or expropriation of property or equipment;

•	repudiation, nullification, modification or renegotiation of contracts;

•	limitations on insurance coverage, such as war risk coverage, in certain areas;

•	political unrest;

•	foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;

•	the inability to repatriate income or capital;

•	complications associated with repairing and replacing equipment in remote locations;

•	import-export quotas, wage and price controls, imposition of trade barriers;

•	U.S. and foreign sanctions or trade embargoes;

•	regulatory or financial requirements to comply with foreign bureaucratic actions;

•	changing taxation policies, including confiscatory taxation;

•	other forms of government regulation and economic conditions that are beyond the Company's control; and

•	governmental corruption.

•	the equipping and operation of drilling units;

•	exchange rates or exchange controls;

•	oil and gas exploration and development;

•	taxation of offshore earnings and the earnings of expatriate personnel; and

•	use and compensation of local employees and suppliers by foreign contractors.

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•	neither the Company's operating agreement nor any other agreement requires the Seadrill Member or Seadrill or its affiliates to pursue a business strategy that favors the Company or utilizes the Company's assets, and Seadrill’s officers and directors have a fiduciary duty to make decisions in the best interests of the shareholders of Seadrill, which may be contrary to the Company's interests;

•

our operating agreement provides that the Seadrill Member may make determinations to take or decline to take actions without regard to the Company's or the Company's unitholders’ interests. Specifically, the Seadrill Member may exercise its call right, pre-emptive rights, registration rights or right to make a determination to receive common units in exchange for resetting the target distribution levels related to the incentive distribution rights, consent or withhold consent to any merger or consolidation of the company, appoint any directors or vote for the election of any director, vote or refrain from voting on amendments to the Company's operating agreement that require a vote of the outstanding units, voluntarily withdraw from the company, transfer (to the extent permitted under the Company's operating agreement) or refrain from transferring its units, the Seadrill Member interest or incentive distribution rights or vote upon the dissolution of the company;

•

the Seadrill Member and the Company's directors and officers have limited their liabilities and any fiduciary duties they may have under the laws of the Marshall Islands, while also restricting the remedies available to the Company's unitholders, and, as a result of purchasing common units, unitholders are treated as having agreed to the modified standard of fiduciary duties and to certain actions that may be taken by the Seadrill Member and the Company's directors and officers, all as set forth in the operating agreement;

•	the Seadrill Member is entitled to reimbursement of all costs incurred by it and its affiliates for the Company's benefit;

•	our operating agreement does not restrict the Company from paying the Seadrill Member or its affiliates for any services rendered to the Company on terms that are fair and reasonable or entering into additional contractual arrangements with any of these entities on the Company's behalf;

•	the Seadrill Member may exercise its right to call and purchase the Company's common units if it and its affiliates own more than 80% of the Company's common units; and

•	the Seadrill Member is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon the exercise of its limited call right.

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•	the allocation of shared overhead expenses to OPCO and us;

•	the interpretation and enforcement of contractual obligations between the Company and the Company's affiliates, on the one hand, and OPCO or its subsidiaries, on the other hand;

•	the determination and timing of the amount of cash to be distributed to OPCO’s owners and the amount of cash to be reserved for the future conduct of OPCO’s business;

•	the decision as to whether OPCO should make asset or business acquisitions or dispositions, and on what terms;

•	the determination of the amount and timing of OPCO’s capital expenditures;

•	the determination of whether OPCO should use cash on hand, borrow or issue equity to raise cash to finance maintenance or expansion capital projects, repay indebtedness, meet working capital needs or otherwise; and

•	any decision the Company makes to engage in business activities independent of, or in competition with, OPCO.

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provides that the Seadrill Member may make determinations or take or decline to take actions without regard to the Company's or the Company's unitholders’ interests. The Seadrill Member may consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting the Company, the Company's affiliates or the Company's unitholders. Decisions made by the Seadrill Member are made by its sole owner, Seadrill. Specifically, the Seadrill Member may decide to exercise its right to make a determination to receive common units in exchange for resetting the target distribution levels related to the incentive distribution rights, call right, pre-emptive rights or registration rights, consent or withhold consent to any merger or consolidation of the company, appoint any directors or vote for the election of any director, vote or refrain from voting on amendments to the Company's operating agreement that require a vote of the outstanding units, voluntarily withdraw from the

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•	provides that the Company's directors and officers are entitled to make other decisions in “good faith,” meaning they believe that the decision is in the Company's best interests;

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generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the Company's board of directors and not involving a vote of unitholders must be on terms no less favorable to the Company than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to the Company and that, in determining whether a transaction or resolution is “fair and reasonable,” the Company's board of directors may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us; and

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provides that neither the Seadrill Member nor the Company's officers or the Company's directors will be liable for monetary damages to the Company, the Company's members or assignees for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the Seadrill Member, the Company's directors or officers or those other persons engaged in actual fraud or willful misconduct.

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The unitholders are unable to remove the Seadrill Member without its consent because the Seadrill Member and its affiliates own sufficient units to be able to prevent its removal. The vote of the holders of at least 662/3% of all outstanding common and subordinated units voting together as a single class is required to remove the Seadrill Member. As of March 31, 2014, Seadrill owned 53.2% of the outstanding common and subordinated units.

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If the Seadrill Member is removed without “cause” during the subordination period and units held by the Seadrill Member and Seadrill are not voted in favor of that removal, all remaining subordinated units will automatically convert into common units, any existing arrearages on the common units will be extinguished, and the Seadrill Member will have the right to convert its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. A removal of the Seadrill Member under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until the Company has met certain distribution and performance tests. Any conversion of the Seadrill Member interest or incentive distribution rights would be dilutive to existing unitholders. Furthermore, any cash payment in lieu of such conversion could be prohibitively expensive. “Cause” is narrowly defined to mean that with respect to a director or officer, a court of competent jurisdiction has entered a final, non-appealable judgment finding such director or officer liable for actual fraud or willful misconduct, and with respect to the Seadrill Member, the Seadrill Member is in breach of the operating agreement or a court of competent jurisdiction has entered a final, non-appealable judgment finding the Seadrill Member liable for actual fraud or willful misconduct against the Company or its members, in their capacity as such. Cause does not include most cases of charges of poor business decisions, such as charges of poor management of the Company's business by the directors appointed by the Seadrill Member, so the removal of the Seadrill Member because of the unitholders’ dissatisfaction with the Seadrill Member’s decisions in this regard would most likely result in the termination of the subordination period.

•	Common unitholders are entitled to elect only four of the seven members of the Company's board of directors. The Seadrill Member in its sole discretion appoints the remaining three directors.

•	Election of the four directors elected by unitholders is staggered, meaning that the members of only one of three classes of the Company's elected directors are selected each year. In addition, the directors appointed by the Seadrill Member serve for terms determined by the Seadrill Member.

•	The Company's operating agreement contains provisions limiting the ability of unitholders to call meetings of unitholders, to nominate directors and to acquire information about the Company's operations as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

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Unitholders’ voting rights are further restricted by the operating agreement provision providing that if any person or group owns beneficially more than 5% of any class of units then outstanding, any such units owned by that person or group in excess of 5% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of unitholders, calculating required votes (except for purposes of nominating a person for election to the Company's board), determining the presence of a quorum or for other similar purposes, unless required by law. The voting rights of any such unitholders in excess of 5% will effectively be redistributed pro rata among the other common unitholders holding less than 5% of the voting power of all classes of units entitled to vote. The Seadrill Member, its affiliates and persons who acquired common units with the prior approval of the Company's board of directors are not subject to this 5% limitation except with respect to voting their common units in the election of the elected directors.

•	There are no restrictions in the Company's operating agreement on the Company's ability to issue additional equity securities.

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•	the Company's unitholders’ proportionate ownership interest in the Company will decrease;

•	the amount of cash available for distribution on each unit may decrease;

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•	because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by the Company's common unitholders will increase;

•	the relative voting strength of each previously outstanding unit may be diminished; and

•	the market price of the common units may decline.

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•	a 100% interest in the following drilling units:

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•	the semi-submersible West Aquarius , which was delivered from the shipyard in 2009 and is currently under a drilling contract with ExxonMobil that expires in October 2015;

•	the semi-submersible West Capricorn, which was delivered from the shipyard at the end of 2011 and commenced operations under a 5-year drilling contract with BP that expires in July 2017;

•	the semi-submersible West Leo, which was delivered from the shipyard in 2012 and commenced operations under a 5-year drilling contract with Tullow that expires in May 2018;

•	the semi-submersible West Sirius, which was delivered from the shipyard in 2008 and is under a drilling contract with BP that expires in July 2019;

•	the semi-tender West Vencedor, which was delivered from the shipyard in early 2010 and is under a drilling contract with Chevron that expires in March 2015;

•	the tender rig T-15, which was delivered from the shipyard in 2013 and commenced operations under a 5-year drilling contract with Chevron that expires in July 2018;

•	the tender rig T-16, which was delivered from the shipyard in 2013 and commenced operations under a 5-year drilling contract with Chevron that expires in August 2018;

•	the drillship West Auriga, which was delivered from the shipyard in 2013 and commenced operations under a drilling contract with BP that expires in October 2020.

•	a 56% interest in the drillship West Capella, which was delivered from the shipyard in 2008 and is under a drilling contract with Total that expires in April 2019: and

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Grow Through Strategic and Accretive Acquisitions. The Company intends to capitalize on opportunities to grow OPCO’s and the Company's fleet of drilling units through acquisitions of offshore drilling units from Seadrill, either by the Company or by OPCO, and acquisitions of offshore drilling units from third parties. The Company will have opportunities, pursuant to the omnibus agreement, to acquire additional interests in OPCO and certain of Seadrill’s other drilling units with drilling contracts of five or more years.

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Pursue Long-term Contracts and Maintain Stable Cash Flow. The Company and OPCO seek to maintain stable cash flows by continuing to pursue long-term contracts. The Company's focus on long-term contracts improves the stability and predictability of the Company's operating cash flows, which the Company believes will enable the Company to access equity and debt capital markets on attractive terms and, therefore, facilitate the Company's growth strategy.

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Provide Excellent Customer Service and Continue to Prioritize Safety as a Key Element Of The Company's Operations. The Company believes that Seadrill has developed a reputation as a preferred offshore drilling contractor and that the Company can capitalize on this reputation by continuing to provide excellent customer service. The Company seeks to deliver exceptional performance to the Company's customers by consistently meeting or exceeding their expectations for operational performance, including by maintaining high safety standards and minimizing downtime.

•	Maintain a Modern and Reliable Fleet. OPCO has one of the youngest and most technologically advanced fleets in the industry, and plans to maintain a modern and reliable fleet.

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(1)	On November 27, 2013, the Company signed an 18-month extension on the drilling contract with Hibernia Management and Development Company following a settlement agreement reached for 37 days of non-payment during the mobilization period.

(2)	Excludes approximately $55,167 per day payable by the customer over the initial term of the contract related to mobilization, blow out preventor modification, variation orders and other special and standby rates.

(3)	BP has an option to extend the expiration date of the contract for up to two years from September 2017.

(4)	The base dayrate is $590,000 for operations in Ghana and will be adjusted for operations in Cote d'Ivoire and contemplated operations in Guinea. The dayrate shown above for Ghana includes a performance bonus based on achievement of 95% utilization.

(5)	The contract was assigned to BP from Devon Energy Limited Partnership effective June 2010.

(6)	The contract was novated to ExxonMobil in February 2014 on identical terms.

(7)	In 2013 Total exercised the right to shorten the term of the contract to three years from five years in exchange for an increased dayrate of $627,500 from $580,000.

(8)	Excludes approximately $37,500 per day payable by the customer over the term of the contract relating to mobilization, variation orders and other special and standby rates.

(9)	This drilling contract is denominated in U.S. Dollars, but approximately 27% of the dayrate is received in Euros. This table assumes an exchange rate of one Euro to 1.3 U.S. Dollars.

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(1)	Expressed in millions. Based on signed drilling contracts.

(2)	BP has an option to extend the expiration date of the contract for up to two years from September 2017 to September 2019.

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The Company does not own all of the interests in OPCO. As a result, the Company's cash flow does not include distributions on Seadrill’s interest in OPCO. The Company owns (i) a 30% limited partner interest in Seadrill Operating LP, as well as the non-economic general partner interest in Seadrill Operating LP through its 100% ownership of its general partner, Seadrill Operating GP LLC, and (ii) a 51% limited liability company interest in Seadrill Capricorn Holdings LLC. The Company controls Seadrill Operating LP through its ownership of Seadrill Operating LP's general partner and Seadrill Capricorn Holdings LLC through its ownership of the majority of its limited liability company interests. Seadrill owns the remaining 70% limited partner interest in Seadrill Operating LP and the remaining 49% limited liability company interest in Seadrill Capricorn Holdings LLC. The operating agreements of OPCO require it to distribute all of its available cash each quarter. In determining the amount of cash available for distribution to the Company by OPCO and by the Company to its unitholders, the Company's board of directors must approve the amount of cash reserves to be set aside, including reserves for future maintenance and replacement capital expenditures, working capital and other matters. Distributions by OPCO to Seadrill in respect of its ownership interest in OPCO is not included in its cash flow.

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The size of OPCO’s fleet continues to change. The Company's financial statements reflect changes in the size and composition of OPCO’s fleet due to certain rig deliveries and contract commencement dates. For instance, the West Capricorn was delivered from the shipyard at the end of 2011, and the contract commencement date occurred in July 2012. Furthermore, during 2013 OPCO acquired the T-15, T-16, West Leo and West Sirius, and during 2014 OPCO acquired the West Auriga. The Company expects OPCO’s fleet will continue to change over time. Furthermore, the Company or OPCO may grow in the future through the acquisition of additional drilling units as part of the Company's growth strategy.

•	Accounting for transactions with Seadrill. As of January 2, 2014, the date of the 2013 annual general meeting, Seadrill ceased to consolidate the results of the Company. As a result any future transactions between Seadrill and the Company that occur subsequent to this date will no longer be deemed to be between entities under common control.

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The Company's historical results of operations reflect allocated administrative costs that may not be indicative of future administrative costs. The administrative costs included in the Company's Consolidated and Combined Carve-Out Financial Statements for all periods prior to its IPO on October 24, 2012, have been determined by allocating Seadrill’s administrative expenses incurred by other entities in the Seadrill corporate group. These shared costs were charged to the respective rig operating companies at cost plus a margin of 5% and were allocated based on rig type, with a greater portion of costs charged to the larger drilling units compared to the smaller drilling units. These allocated costs may not be indicative of the Company's future administrative costs. In connection with the closing of its IPO, the Company entered into management and administrative services agreements pursuant to which Seadrill Management provides significant administrative, financial and other support services and/or personnel to the Company, and the Company reimburses Seadrill Management for costs and expenses incurred in connection with the provision of those services under such agreements.

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The Company has incurred additional general and administrative expense as a publicly traded company. The Company has incurred additional general and administrative expenses as a publicly traded limited liability company that the Company did not incur for periods prior to its IPO, including costs associated with annual reports to unitholders, tax return preparation, investor relations, registrar and transfer agent fees, audit fees, legal fees, incremental director and officer liability insurance costs and directors’ compensation.

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The Company may enter into different financing agreements. The financing agreements, including the interest expense relating thereto, currently in place may not be representative of the agreements that will be in place in the future. For example, the Company may amend its existing credit facilities or enter into new financing agreements and such new agreements may not be on the same terms as Seadrill’s financing agreements. In connection with the closing of the

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•	OPCO’s ability to successfully employ its drilling units at economically attractive dayrates as long-term contracts expire or are otherwise terminated;

•	the ability to maintain good relationships with OPCO’s existing customers and to increase the number of customer relationships;

•	the number and availability of the Company's or OPCO’s drilling units, including the Company's or OPCO’s ability to exercise any options to purchase additional drilling units that may arise under the omnibus agreement or otherwise;

•	changes in the Company's ownership of OPCO;

•	fluctuations in the price of oil and gas, which influence the demand for offshore drilling services;

•	the effective and efficient technical management of OPCO’s drilling units;

•	OPCO’s ability to obtain and maintain major oil and gas company approvals and to satisfy their quality, technical, health, safety and compliance standards;

•	economic, regulatory, political and governmental conditions that affect the offshore drilling industry;

•	accidents, natural disasters, adverse weather, equipment failure or other events outside of its control that may result in downtime;

•	mark-to-market changes in interest rate swaps;

•	foreign currency exchange gains and losses;

•	the Company's access to capital required to acquire additional drilling units or equity interests in OPCO and/or to implement its business strategy;

•	increases in crewing and insurance costs and other operating costs;

•	the level of debt and the related interest expense and amortization of principal; and

•	the level of any distribution on the Company's common units.

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(1)

For each country where the West Aquarius operates under its International Drilling Contract, a specific local contract and corresponding dayrate is agreed between the local ExxonMobil operating company and the local Seadrill subsidiary. In addition, the International Drilling Contract permits ExxonMobil to assign the contract to third parties in certain circumstances. During 2013 the ExxonMobil drilling contract was assigned to Hibernia Management and Development Co. Ltd and Statoil Canada Ltd.

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(1)	Average daily revenues are the average revenues for each type of rig, based on the actual days available for each rig of that type.

(2)	Economic utilization is calculated as the total revenue received divided by the full operating dayrate multiplied by the number of days in the period, excluding bonuses.

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(1)	Average daily revenues are the average revenues for each type of rig, based on the actual days available for each rig of that type.

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(2)	Economic utilization is calculated as the total revenue received divided by the full operating dayrate multiplied by the number of days in the period, excluding bonuses.

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•	sell the applicable drilling unit;

•	incur additional indebtedness or guarantee other indebtedness;

•	make investments or acquisitions;

•	pay dividends or make any other distributions if an event of default occurs; or

•	enter into inter-company charter arrangements for the drilling units not contemplated by the applicable Rig Facility.

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•	Aggregated minimum liquidity requirement for Seadrill's consolidated group: to maintain cash and cash equivalents of at least $150 million within the group.

•	Interest coverage ratio: to maintain an EBITDA to interest expense ratio of at least 2.5:1.

•	Current ratio: to maintain current assets to current liabilities ratio of at least 1:1. Current assets are defined as book value less minimum liquidity, but including up to 20.0% of shares in listed companies owned 20.0% or more. Current liabilities are defined as book value less the current portion of long term debt.

•	Equity to asset ratio: to maintain total equity to total assets ratio of at least 30.0%. Both equity and total assets are adjusted for the difference between book and market values of drilling units.

•	Leverage ratio: to maintain a ratio of net debt to EBITDA no greater than 4.5:1. Net debt is calculated as all interest bearing debt less cash and cash equivalents excluding minimum liquidity requirements.

•	total loss or sale of a drilling unit securing a Rig Facility;

•	cancellation or termination of any existing charter contract or satisfactory drilling contract (in the case of the West Capricorn Facility if a new contract is not entered into within 12 months after the cancellation or termination of such contract); and

•	a change of control.

•	failure to comply with the financial or insurance covenants;

•	cross-default to other indebtedness held by both Seadrill and its subsidiaries and by the Company;

•	failure by Seadrill or by the Company to remain listed on a stock exchange;

•	the occurrence of a material adverse change;

•	revocation, termination, or modification of any authorization, license, consent, permission, or approval as necessary to conduct operations as contemplated by the applicable Rig Facility; and

•

the destruction, abandonment, seizure, appropriation or forfeiture of property of the guarantors or Seadrill and its subsidiaries, or the limitation by seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority, of the authority or ability of Seadrill or any subsidiary thereof to conduct its business, which has or reasonably may be expected to have a material adverse effect.

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•	notify Seadrill of the occurrence of any default or event of default; and

•	provide Seadrill with information in respect of its business and financial status as Seadrill may reasonably require, including, but not limited to, copies of the Company's unaudited quarterly financial statements and its audited annual financial statements.

•	failure to pay any sum payable under the sponsor credit facility when due;

•	breach of certain covenants and obligations of the sponsor credit facility;

•	a material inaccuracy of any representation or warranty;

•	default under other indebtedness in excess of $25.0 million;

•	bankruptcy or insolvency events; and

•	commencement of proceedings seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of OPCO’s assets that results in an entry of an order for any such relief that is not vacated, discharged, stayed or bonded pending appeal within sixty days of the entry thereof.

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(1)	The Company interest commitment on its long-term debt is calculated based on an assumed average U.S. Dollar 3 month LIBOR of 0.25% and taking into account the various applicable margin rates associated with each facility.

(2)	The revolving credit facility with Seadrill incurs a commitment fee on the undrawn balance of 2% per annum.

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(1)

Seadrill’s principal shareholder, Hemen Holdings Limited, a Cyprus Holding Company, and other related companies which are collectively referred to herein as Hemen own approximately 115,097,583 shares, or 24.6%, of the common stock of Seadrill. The shares of Hemen are held in trusts established by Mr. John Fredriksen for the benefit of his immediate family. Mr. Fredriksen disclaims beneficial ownership of the Seadrill common shares held by Hemen, except to the extent of his voting and dispositive interest in such common shares. Mr. Fredriksen has no pecuniary interest in the shares held by Hemen. On April 18, 2013, a related trust bought in market transactions 2,015,790 call options in Seadrill with a strike price of $39.69

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(1)	acquiring, owning, operating or contracting for Non-Five-Year Drilling Rigs;

(2)	acquiring one or more Five-Year Drilling Rigs if Seadrill promptly offers to sell the drilling rig to us for the acquisition price plus any administrative costs (including reasonable legal costs) associated with the transfer to us at the time of the acquisition;

(3)	putting a Non-Five-Year Drilling Rig under contract for five or more years if Seadrill offers to sell the drilling rig to us for fair market value (x) promptly after the time it becomes a Five-Year Drilling Rig and (y) at each renewal or extension of that contract for five or more years;

(4)	acquiring one or more Five-Year Drilling Rigs as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or contracting for those drilling rigs; provided, however, that:

(2)

if less than a majority of the value of the business or assets acquired is attributable to Five-Year Drilling Rigs, as determined in good faith by Seadrill’s board of directors, Seadrill must offer to sell such drilling rigs to us for their fair market value plus any additional tax or other similar costs that Seadrill incurs in connection with the acquisition and the transfer of such drilling rigs to us separate from the acquired business; and

(3)

if a majority or more of the value of the business or assets acquired is attributable to Five-Year Drilling Rigs, as determined in good faith by Seadrill’s board of directors, Seadrill must notify us of the proposed acquisition in advance. Not later than 10 days following receipt of such notice, the Company will notify Seadrill if the Company wishes to acquire such drilling rigs in cooperation and simultaneously with Seadrill acquiring the Non-Five-Year Drilling Rigs. If the Company does not notify Seadrill of its intent to pursue the acquisition within 10 days, Seadrill may proceed with the acquisition and then offer to sell such drilling rigs to us as provided in (a) above;

(5)	acquiring a non-controlling interest in any company, business or pool of assets;

(6)	acquiring, owning, operating or contracting for any Five-Year Drilling Rig if the Company does not fulfill its obligation to purchase such drilling rig in accordance with the terms of any existing or future agreement;

(7)	acquiring, owning, operating or contracting for a Five-Year Drilling Rig subject to the offers to us described in paragraphs (2), (3) and (4) above pending the Company's determination whether to accept such offers and pending the closing of any offers the Company accepts;

(8)	providing drilling rig management services relating to any drilling rig;

(9)	owning or operating a Five-Year Drilling Rig that Seadrill owned and operated as of October 24, 2012, and that was not included in OPCO’s initial fleet; or

(10)	acquiring, owning, operating or contracting for a Five-Year Drilling Rig if the Company has previously advised Seadrill that the Company consents to such acquisition, operation or contract.

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•	certain defects in title to Seadrill’s assets contributed or sold to OPCO and any failure to obtain, prior to the time they were contributed, certain consents and permits necessary to conduct, own and operate such assets, which liabilities arise on or before October 24, 2015 (or, in the case of the T-15 or the T-16, within three years after its purchase of the T-15 or the T-16); and

•	tax liabilities attributable to the operation of the assets contributed or sold to OPCO prior to the time they were contributed or sold.

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•	there is a change of control of us or the Seadrill Member;

•	a receiver is appointed for all or substantially all of its property;

•	an order is made to wind up the company;

•	a final judgment, order or decree that materially and adversely affects its ability to perform the agreement is obtained or entered and not vacated, discharged or stayed; or

•	the Company makes a general assignment for the benefit of its creditors, file a petition in bankruptcy or liquidation or are adjudged insolvent or bankrupt or commence any reorganization proceedings.

•	Corporate Governance Services: assistance in the provision of general company secretarial services;

•	Company Records Services: the safekeeping and professional filing of all original corporate documents;

•	Treasury Services: assistance in the operation of bank accounts in accordance with such principles as its board of directors from time to time shall approve; assistance in collection of accounts receivable and payment of accounts payable;

•	Financing: assistance in all matters relevant to the financing of its activities, including the identification of sources of potential financing and negotiation of financing arrangements;

•	Insurance: assistance in arranging to insure OPCO’s drilling units and other necessary insurance and assistance in management of insurance claims;

•	Sale and Purchase of Assets: assistance in the sale and purchase of assets including reviewing the market for the sale and purchase of assets, arranging the financing in the case of a purchase and if necessary renegotiating existing financing, and arranging any other contractual arrangements required by such transaction and the general completion of the specific transaction;

•	Accidents—Contingency Plans: assistance in handling all accidents in the course of operations, and development of a crisis management procedure, and other advice and assistance in connection with crisis response, including crisis communications assistance;

•	Disputes: assistance in the prosecution or defense of any and all legal proceedings by or against us;

•	Marketing Services: assistance in the marketing of OPCO’s drilling units; and

•	General Administrative Services: any general administrative services as the Company may require.

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•	Operations Services: assistance and support for the development of technical standards, supervision of third-party contractors, development of maintenance practices and strategies, development of operating policies, improvement of efficiency, minimizing environmental and safety incidents, periodic auditing of operations and purchasing and logistics;

•	Technical Supervision Services: assistance and advice on maintaining vessel classification and compliance with local regulatory requirements, compliance with contractual technical requirements for the drilling units, ensuring that technical operations are professional and satisfactory in every respect;

•	Accidents—Contingency Plans: assistance in handling all accidents in the course of operations, and development of a crisis management procedure, and other advice and assistance in connection with crisis response, including crisis communications assistance; and

•	General Administrative Services: any general administrative services as needed.

•	effecting any merger or consolidation involving Seadrill Operating LP or Seadrill Capricorn Holdings LLC;

•	effecting any sale or exchange of all or substantially all of Seadrill Operating LP or Seadrill Capricorn Holdings LLC's assets;

•	dissolving or liquidating Seadrill Operating LP or Seadrill Capricorn Holdings LLC;

•	creating or causing to exist any consensual restriction on the ability of Seadrill Operating LP or Seadrill Capricorn Holdings LLC to make distributions, pay any indebtedness, make loans or advances or transfer assets to us or its subsidiaries;

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•	settling or compromising any claim, dispute or litigation directly against, or otherwise relating to indemnification by Seadrill Operating LP or Seadrill Capricorn Holdings LLC of, any of the directors or officers of Seadrill Operating GP LLC or Seadrill Capricorn Holdings LLC; or

•	issuing additional interests in Seadrill Operating LP or Seadrill Capricorn Holdings LLC.

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•	The Company's unitholders have no contractual or other legal right to receive distributions other than the obligation under the Company's operating agreement to distribute available cash on a quarterly basis, which is subject to the broad discretion of the Company's board of directors to establish reserves and other limitations.

•

The board of directors of Seadrill Operating LP’s general partner, Seadrill Operating GP LLC (subject to approval by the Company's board of directors), has authority to establish reserves for the prudent conduct of its business. In addition the Company's board of directors controls Seadrill Capricorn Holdings LLC and Seadrill Partners Operating LLC, and has the authority to establish reserves for the prudent conduct of their respective businesses. The establishment of these reserves could result in a reduction in cash distributions to the Company's unitholders from levels the Company currently anticipates pursuant to the Company's stated cash distribution policy.

•

The Company's ability to make cash distributions will be limited by restrictions on distributions under OPCO’s financing agreements. OPCO’s financing agreements contain material financial tests and covenants that must be satisfied in order to pay distributions. If OPCO is unable to satisfy the restrictions included in any of its financing agreements or is otherwise in default under any of those agreements, it could have a material adverse effect on OPCO’s ability to make cash distributions to the Company and the Company's ability to make cash distributions to the Company's unitholders, notwithstanding the Company's stated cash distribution policy. These financial tests and covenants are described in this prospectus in Item 5 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Borrowing Activities.”

•

OPCO will be required to make substantial capital expenditures to maintain and replace its fleet. These expenditures may fluctuate significantly over time, particularly as drilling units near the end of their useful lives. In order to minimize these fluctuations, the Company is required to deduct estimated, as opposed to actual, maintenance and replacement capital expenditures from the amount of cash that the Company would otherwise have available for distribution to the Company's unitholders. In years when estimated maintenance and replacement capital expenditures are higher than actual maintenance and replacement capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance and replacement capital expenditures were deducted.

•

Although the Company's operating agreement requires the Company to distribute all of the Company's available cash, the Company's operating agreement, including provisions requiring the Company to make cash distributions, may be amended. During the subordination period, with certain exceptions, the Company's operating agreement may not be amended without the approval of a majority of the units held by non-affiliated common unitholders. After the subordination period has ended, the Company's operating agreement can be amended with the approval of a majority of the outstanding common units, including those held by Seadrill. As of December 31, 2013, Seadrill owns approximately 48.3% of the Company's common units and all of the Company's subordinated units.

•	Even if the Company's cash distribution policy is not modified or revoked, the amount of distributions the Company pays under the Company's cash distribution policy and the decision to make any distribution is determined by the Company's board of directors, taking into consideration the terms of the Company's operating agreement.

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•	Under Section 40 of the Marshall Islands Act, the Company may not make a distribution to the Company's unitholders if the distribution would cause the Company's liabilities to exceed the fair value of the Company's assets.

•

The Company may lack sufficient cash to pay distributions to the Company's unitholders due to, among other things, changes in the Company's business, including decreases in total operating revenues, decreases in dayrates, the loss of a drilling unit, increases in operating or general and administrative expenses, principal and interest payments on outstanding debt, taxes, working capital requirements, maintenance and replacement capital expenditures or anticipated cash needs. Please read Item 3 “Key Information—Risk Factors” for a discussion of these factors.

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(1)

Contribution and Sale Agreement among Seadrill Partners LLC, Seadrill Member LLC, Seadrill Operating GP LLC, Seadrill Operating LP, Seadrill Capricorn Holdings LLC, Seadrill Opco Sub LLC, Seadrill Americas Inc., Seadrill Offshore AS, and Seadrill UK Ltd., dated as of October 22, 2012. This agreement effected the transfer of the ownership interests in OPCO to the Company, and the use of the net proceeds of the IPO.

(2)	Omnibus Agreement among Seadrill Limited, Seadrill Partners LLC, Seadrill Member LLC, Seadrill Operating LP, Seadrill Operating GP LLC, and Seadrill Capricorn, dated as of October 24, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Omnibus Agreement.”

(3)	Management and Administrative Services Agreement with Seadrill Management Ltd. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Management and Administrative Services Agreements.”

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(4)	Management and Administrative Services Agreement with Seadrill UK Ltd. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Management and Administrative Services Agreements.”

(5)	Advisory, Technical and Administrative Services Agreement with Seadrill Americas, Inc. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Advisory, Technical and Administrative Services Agreements.”

(6)	Advisory, Technical and Administrative Services Agreement between Seadrill Management AME Ltd and Seadrill Vencedor Ltd. dated January 1, 2012.See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Advisory, Technical and Administrative Services Agreements.”

(7)	Advisory, Technical and Administrative Services Agreement between Seadrill Management AME Ltd and Seadrill Deepwater Drillship Ltd. dated January 1, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Advisory, Technical and Administrative Services Agreements.”

(8)	Management Services Agreement with Seadrill UK Ltd. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Management and Administrative Services Agreements.”

(9)	Amended and Restated Revolving Loan Agreement, dated August 31, 2013 among Seadrill Operating LP, Seadrill Capricorn Holdings LLC, and Seadrill Partners Operating LLC as borrowers, and Seadrill Limited, as lender. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Sponsor Credit Facility.”

(10)

Amended and Restated US$1,500,000,000 Senior Secured Credit Facility Agreement dated October 15, 2012 for Seadrill Limited, as Borrower, the subsidiaries of Seadrill Limited named therein as guarantors, and the banks and financial institutions named therein as lenders, dated October 15, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(11)

Amended and Restated US$1,200,000,000 Senior Secured Credit Facility Agreement dated October 10, 2012 for Seadrill Limited, as Borrower, the subsidiaries of Seadrill Limited named therein as guarantors, and the banks and financial institutions named therein as lenders, dated October 10, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(12)

Amended and Restated US$275,000,000 Senior Secured Term Loan and Revolving Credit Facility Agreement dated October 10, 2012 for Seadrill Limited, as Borrower, the subsidiaries of Seadrill Limited named therein, as guarantors, and the banks and financial institutions named therein as lenders, dated October 10, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(13)

Amended and Restated the US$275,000,000 Senior Secured Term Loan Facility Agreement dated October 10, 2012 for Seadrill Limited, as Borrower, the subsidiaries of Seadrill Limited named therein, as guarantors, as the banks and financial institutions named therein as lenders, dated October 10, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(14)

Amended and Restated Common Terms Agreement dated October 10, 2012 for Seadrill Limited, as Borrower, the subsidiaries of Seadrill Limited named therein as guarantors, DNB Bank ASA as Agent, GIEK Facility Agent and Security Agent and Citibank NA, London Branch as GIEK Agent, dated October 10, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(15)	Loan Agreement dated September 28, 2012 between Seadrill Limited and Seadrill China Operations Ltd. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(16)	Loan Agreement dated September 28, 2012 between Seadrill Limited and Seabras Rig Holdco Kft. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(17)	Loan Agreement dated September 28, 2012 between Seadrill Limited and Seadrill Deepwater Drillship Ltd. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(18)	Loan Agreement dated September 28, 2012 between Seadrill Limited and Seadrill Vencedor Ltd. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—Rig Financing Agreements.”

(19)	Bareboat Charter Agreement between Seadrill Offshore AS and Seadrill Canada Ltd. dated October 5, 2012. See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—West Aquarius Bareboat Charters.”

(20)	Bareboat Charter Agreements between Seadrill China Operations Ltd. and Seadrill Offshore AS dated October 5, 2012.See Item 7 “Major Unitholders and Related Party Transactions—Related Party Transactions—West Aquarius Bareboat Charters.”

(21)

Amendment No. 1 to Contribution and Sale Agreement among Seadrill Partners LLC, Seadrill Member LLC, Seadrill Operating GP LLC, Seadrill Operating LP, Seadrill Capricorn Holdings LLC, Seadrill Opco Sub LLC, Seadrill Americas Inc., Seadrill Offshore AS, and Seadrill UK Ltd., dated as of June 30, 2013. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions- Amendment to Contribution and Sale Agreement..”

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(22)	US$440,000,000 Secured Credit Facility Agreement dated December 4, 2012 between Seadrill Limited, as borrower, the subsidiaries of Seadrill Limited named therein as guarantors, and the banks and financial institutions named therein as lenders. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Rig Financing Agreements-T-15 and T-16 Credit Facility.”

(23)

Loan Agreement, dated May 16, 2013, between Seadrill Limited, Seadrill T-15 Ltd., Seadrill Partners Operating LLC and Seadrill International Limited. This is an intercompany loan agreement with Seadrill pursuant to which Seadrill T-15 Ltd. makes payments of principal and interest to the lenders of the T-15 and T-16 Credit Facility on Seadrill’s behalf. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 Acquisition.”

(24)	Intercompany Loan Agreement, dated May 16, 2013, between Seadrill Limited, as lender and Seadrill Partners Operating LLC, as borrower. Pursuant to this agreement, Seadrill Partners Operating borrowed $109.5 million to fund the acquisition of the entities that own and operate the T-15. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 Acquisition.”

(25)	Purchase and Sale Agreement, dated May 7, 2013, between Seadrill Limited and Seadrill Partners Operating LLC. Pursuant to this agreement, Seadrill Partners Operating LLC purchase the equity interest in each of the entities that own and operate the T-15. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 Acquisition.”

(26)	Rig Rental Agreement, effective as of December 10, 2012, by and among Seadrill T-15 Ltd. and Seadrill UK Ltd. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 and T-16 Bareboat Charters.”

(27)	Rig Rental Agreement, effective as of December 10, 2012, by and among Seadrill T-16 Ltd. and Seadrill UK Ltd. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 and T-16 Bareboat Charters.”

(28)	Rig Rental Agreement, effective as of December 10, 2012, by and among Seadrill International Ltd. and Seadrill UK Ltd., relating to the T-15. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 and T-16 Bareboat Charters.”

(29)	Rig Rental Agreement, effective as of December 10, 2012, by and among Seadrill International Ltd. and Seadrill UK Ltd., relating to the T-16. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-15 and T-16 Bareboat Charters.”

(30)	Purchase and Sale Agreement, dated October 11, 2013, by and among Seadrill Limited, Seadrill Partners LLC and Seadrill Partners Operating LLC. Pursuant to this agreement, Seadrill Partners Operating purchased the equity interests in the entity that owns the T-16. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-16 Acquisition.”

(31)

Loan Agreement, dated October 11, 2013, by and among Seadrill Limited, Seadrill T-16 Ltd. and Seadrill Partners Operating LLC. Pursuant to this agreement, Seadrill T-15 makes payments of principal and interest directly to the lenders under the T-15 and T-16 Credit Facility on Seadrill's behalf. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-T-16 Acquisition.”

(32)

Unit Purchase Agreement, dated December 3, 2013. Seadrill Partners LLC sold 3,394,916 common units to Seadrill for an aggregate payment of $100.2 million in a private placement. The proceeds from the transaction were used to fund a portion of the cash purchase price for the West Leo and West Sirius Acquisitions. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

(33)

Contribution, Purchase and Sale Agreement, dated December 2, 2013, as amended by Amendment to Contribution, Purchase and Sale Agreement, dated as of December 12, 2013, by and among Seadrill Limited, a Bermuda exempted company Seadrill Partners LLC, Seadrill Operating LP, Seadrill Capricorn Holdings LLC, and Seadrill Americas Inc. Pursuant to this agreement, as amended, Seadrill Operating LP acquired all of the ownership interests in each of the entities that own, operate and manage the semi-submersible drilling rig, West Leo and Seadrill Capricorn Holdings LLC acquired all of the ownership interests in each of the entities that own and operate the semi-submersible drilling rig, West Sirius. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

(34)

Loan Agreement, dated December 13, 2013 by and among Seadrill Limited and Seadrill Leo Ltd. and Seadrill Operating LP. Pursuant to this agreement, Seadrill Leo Ltd. makes payments of principal and interest directly to the lenders under the West Leo Credit Facility on Seadrill's behalf. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

(35)

Loan Agreement, dated December 13, 2013 by and among Seadrill Limited and Seadrill Capricorn Holdings. Pursuant to this agreement, Seadrill Capricorn Holdings LLC makes payments of principal and interest relating to the amounts outstanding with respect to the West Sirius under the West Capella, West Aquarius and West Sirius Credit Facility on Seadrill's behalf. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

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(36)	Administrative, Technical and Advisory Agreement, effective as of January 1, 2012 by and among Seadrill Management AME Ltd. and Seadrill Ghana Operations Ltd. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Advisory, Technical and Administrative Services Agreements.”

(37)

Administrative, Technical and Advisory Agreement, effective as of January 1, 2012 by and among Seadrill Management AME Ltd. and Seadrill Ghana Operations Ltd., effective as of December 13, 2013, by and among Seadrill Americas Inc. and Seadrill Gulf Operations Sirius LLC. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Advisory, Technical and Administrative Services Agreements.”

(38)	Promissory Discount Note dated December 13, 2013 by and among Seadrill Partners LLC and Seadrill Limited. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

(39)	Promissory Discount Note dated December 13, 2013 by and among Seadrill Capricorn Holdings LLC and Seadrill Limited. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-West Leo and West Sirius Acquisitions.”

(40)	Credit Agreement dated February 21, 2013 among Seadrill Operating LP, Seadrill Partners Finco LLC, Seadrill Capricorn Holdings LLC, various lenders and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent. See Item 5B “Liquidity and Capital Resources-Borrowing Activities-Senior Secured Credit Facilities.”

(41)

Unit Purchase Agreement, dated March 12, 2014. Seadrill Partners LLC sold 1,633,987 common units to Seadrill for an aggregate payment of $50.0 million in a private placement. The proceeds from the transaction were used to fund a portion of the cash purchase price for the Auriga Acquisition. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Auriga Acquisition.”

(42)	Contribution, Purchase and Sale Agreement, dated March 11, 2014. Pursuant to this agreement, Seadrill Capricorn Holdings LLC acquired the entities that own and operate the West Auriga. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Auriga Acquisition.”

(43)	Promissory Discount Note, dated March 21, 2014 issued by Seadrill Capricorn Holdings LLC. See Item 7 “Major Unitholders and Related Party Transactions - Related Party Transactions - Auriga Acquisition.”

(44)	Administrative, Technical and Advisory Agreement, effective as of March 21, 2014, by and among Seadrill Americas Inc. and Seadrill Gulf Operations Auriga LLC. See Item 7 “Major Unitholders and Related Party Transactions-Related Party Transactions-Advisory, Technical and Administrative Services Agreements.”

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•	an individual U.S. citizen or resident (as determined for U.S. federal income tax purposes),

•	a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States or any of its political subdivisions,

•	an estate the income of which is subject to U.S. federal income taxation regardless of its source, or

•	a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person for U.S. federal income tax purposes.

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•	at least 75% of the Company's gross income (including the gross income of the Company's drilling unit owning subsidiaries) for such taxable year consists of passive income (e.g. dividends, interest, capital gains from the sale or exchange of investment property and rents derived other than in the active conduct of a rental business); or

•	at least 50% of the average value of the assets held by the Company (including the assets of the Company's drilling unit owning subsidiaries) during such taxable year produce, or are held for the production of, passive income.

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•	the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common units;

•	the amount allocated to the current taxable year and any taxable year prior to the taxable year the Company was first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income; and

•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

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•	fails to provide an accurate taxpayer identification number;

•	is notified by the IRS that it has failed to report all interest or corporate distributions required to be reported on its U.S. federal income tax returns; or

•	in certain circumstances, fails to comply with applicable certification requirements.

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•	such holders do not use or hold and are not deemed or considered to use or hold their common units in the course of carrying on a trade, profession or vocation in the United Kingdom; and

•	such holders do not have a branch or agency or permanent establishment in the United Kingdom through which such common units are used, held or acquired.

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•	the measurement of monetary assets and liabilities denominated in foreign currencies converted to US Dollars, with the resulting gain or loss recorded as “Foreign exchange gain/(loss);”

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•	the impact of fluctuations in exchange rates on the reported amounts of the Company's revenues and expenses which are denominated in foreign currencies; and

•	foreign subsidiaries whose accounts are not maintained in U.S. Dollars, which when converted into US Dollars can result in exchange adjustments, which are recorded as a component in shareholders’ equity.

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•	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of Company's management and directors; and

•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

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•

A management and administrative services agreement with Seadrill Management AS (subsequently assigned to Seadrill Management Ltd), and a management and administrative services agreement with Seadrill UK Ltd, are subsidiaries of Seadrill (“Seadrill Management”), pursuant to which Seadrill Management agreed to provide certain management, administrative, financial, personnel and other support services.;

•	A $300 million revolving credit agreement with Seadrill; and

•	An Omnibus Agreement with Seadrill, the Seadrill Member and OPCO (the "Omnibus Agreement") governing, among other things:

◦	To what extent the Company and Seadrill may compete with each other;

◦	Certain rights of first offer on certain rigs operating under long term contract for five or more years; and

◦	Rights of first offer on additional equity interests in OPCO.

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•	The loan related to the West Capricorn drilling rig and associated balances have been assigned based on the actual debt agreements, as these are readily separable and identifiable within the books of Seadrill.

•

The Company’s debts relating to the West Capella, the West Aquarius and the West Vencedor drilling rigs are held by Seadrill in connection with loan facilities which also cover non-Seadrill Partners LLC drilling units. Accordingly, the Company’s share of these loan facilities, interest expense, deferred financing fees and related repayments and drawdowns for all periods presented have been carved-out based on the relative fair value of the Company’s drilling units at December 31, 2012, which is based on external fair value assessments.

•	A portion of Seadrill’s mark-to-market adjustments for interest rate swap derivatives have been allocated to the Company’s Combined Carve-out Statement of Operations on the basis of the Company’s proportion of Seadrill’s floating rate debt.

•	Rig operating expenses, which include rig management fees for the provision of technical and commercial management of rigs, that cannot be attributed to specific drilling units have been allocated to the Company based on intercompany charges from Seadrill.

•

Administrative expenses, which include stock-based compensation and defined benefit pension plan costs of Seadrill that cannot be attributed to specific drilling units, and for which the Company is deemed to have received the benefit of, have been allocated to the Company based on intercompany charges from Seadrill. The Company has treated the defined benefit plan as a multiemployer plan operated by Seadrill and has included only period costs from Seadrill during the periods presented.

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•	net cash provided by operating activities increased by $124.1 million in 2012; and increased by $101.6 million in 2011;

•	net cash used in investing activities decreased by $219.1 million in 2012; and decreased by $618.5 million in 2011;

•	net cash provided by financing activities increased by $96.7 million in 2012; and increased by $517.0 million in 2011;

•	overall net increase in cash and cash equivalents increased by $1.7 million in 2012; and increased by $0.1 million in 2011.

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(1)

The fixed assets referred to in the table above include the eight drilling units at December 31, 2013 and six drilling units at December 31, 2012. The fixed assets and drilling units include the dropdown companies prior to their acquisition by the Company. Asset locations at the end of a period are not necessarily indicative of the geographic distribution of the revenues or operating profits generated by such assets during such period.

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•	Aggregated minimum liquidity requirement for Seadrill's consolidated group: to maintain cash and cash equivalents of at least $150 million within the group.

•	Interest coverage ratio: to maintain an EBITDA to interest expense ratio of at least 2.5:1.

•	Current ratio: to maintain current assets to current liabilities ratio of at least 1:1. Current assets are defined as book value less minimum liquidity, but including up to 20.0% of shares in listed companies owned 20.0% or more. Current liabilities are defined as book value less the current portion of long term debt.

•	Equity to asset ratio: to maintain total equity to total assets ratio of at least 30.0%. Both equity and total assets are adjusted for the difference between book and market values of drilling units.

•	Leverage ratio: to maintain a ratio of net debt to EBITDA no greater than 4.5:1. Net debt is calculated as all interest bearing debt less cash and cash equivalents excluding minimum liquidity requirements.

•	sell the applicable drilling unit;

•	incur additional indebtedness or guarantee other indebtedness;

•	make investments or acquisitions;

•	pay dividends or make any other distributions if an event of default occurs; or

•	enter into inter-company charter arrangements for the drilling units not contemplated by the applicable Rig Facility.

•	total loss or sale of a drilling unit securing a Rig Facility;

•	cancellation or termination of any existing charter contract or satisfactory drilling contract (in the case of the West Capricorn Facility if a new contract is not entered into within 12 months after the cancellation or termination of such contract); and

•	a change of control.

•	failure to comply with the financial or insurance covenants;

•	cross-default to other indebtedness held by both Seadrill and its subsidiaries and by the Company;

•	failure by Seadrill or by the Company to remain listed on a stock exchange;

•	the occurrence of a material adverse change;

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•	revocation, termination, or modification of any authorization, license, consent, permission, or approval as necessary to conduct operations as contemplated by the applicable Rig Facility; and

•

the destruction, abandonment, seizure, appropriation or forfeiture of property of the guarantors or Seadrill and its subsidiaries, or the limitation by seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority, of the authority or ability of Seadrill or any subsidiary thereof to conduct its business, which has or reasonably may be expected to have a material adverse effect.

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(a)

Management and administrative service agreements – In connection with the IPO, OPCO entered into a management and administrative services agreement with Seadrill Management a wholly owned subsidiary of Seadrill, pursuant to which Seadrill Management provides the Company certain management and administrative services. The services provided by Seadrill Management are charged at cost plus management fee equal to 5% of Seadrill Management’s costs and expenses incurred in connection with providing these services. The agreement has an initial term for 5 years and can be terminated by provided 90 days written notice.

(b)	Technical and administrative service agreement – In connection with the IPO, OPCO entered into certain advisory, technical and/or administrative services agreements with subsidiaries of Seadrill. The services provided by Seadrill’s subsidiaries are charged at cost plus service fee equal to approximately 5% of Seadrill’s costs and expenses incurred in connection with providing these services.

(c)	Rig operating costs – relates to rig operating costs charged by Seadrill in relation to costs incurred on behalf of the West Vencedor.

(d)	Insurance premiums – the Company’s drilling units are insured by a Seadrill company and the insurance premiums incurred are recharged to the Company.

(e)	Interest expense and loss on derivatives – prior to entering the Rig Financing Agreements these costs were allocated to the Company from Seadrill based on the Company’s debt as a percentage of Seadrill’s overall debt. Upon entering the Rig Financing Agreements with Seadrill, the costs and expenses have been incurred by the Company.

(f)

$300 million revolving credit facility – In October 2012 the Company entered into a $300 million revolving credit facility with Seadrill. The facility is for a term of five years and bears interest at a rate of LIBOR plus 5% per annum, with an annual 2% commitment fee on the undrawn balance. At December 31, 2012 the facility remained undrawn. During 2013 the Company drew down $169.6 million on the revolving credit facility and repaid $43.7 million. The outstanding balance as at December 31, 2013 was 125.9 million.

(g)	Rig Financing Agreements – See note 12 for details of the Rig Financing Agreements. Under the agreements each rig owning subsidiary makes payments of principal and interest directly to the lenders under each Rig Financing Agreement, at Seadrill’s direction and on its behalf, corresponding to payments of principal and interest due under each Rig Financing Agreement that are allocable to each rig.

(h)

West Aquarius bareboat charter – In connection with the transfer of the West Aquarius operations to Canada, the West Aquarius drilling contract was assigned to Seadrill Canada Ltd., a wholly owned subsidiary of OPCO, necessitating certain changes to the related party contractual arrangements relating to the West Aquarius. Seadrill China Operations Ltd, the owner of the West Aquarius and a wholly-owned subsidiary of OPCO, had previously entered into a bareboat charter arrangement with Seadrill Offshore AS, a wholly-owned subsidiary of Seadrill, providing Seadrill Offshore AS with the right to use the West Aquarius. In October 2012, this bareboat charter arrangement was replaced with a new bareboat charter between Seadrill China Operations Ltd and Seadrill Offshore AS, and at the same time, Seadrill Offshore AS entered into a bareboat charter arrangement providing Seadrill Canada Ltd. with the right to use the West Aquarius in order to perform its obligations under the drilling contract described above. For 2013, the net effect to OPCO is an expense of $4.9 million.

(i)

Other revenues and expenses - During the year ended December 31, 2013 the Company earned other revenues within the Company's Nigerian service company of $5.8 million (2012: $19.1 million) relating to certain services, including the provision of onshore and offshore personnel, which the Company provided to Seadrill’s West Polaris drilling rig that was operating in Nigeria during that period. Related operating expenses were $5.5 million (2012: $18.3 million).

(j)	Trading balances – Receivables and payables with Seadrill and its subsidiaries are comprised primarily of unpaid management fees, advisory and administrative services, as well as, accrued interest. In addition, certain receivables and payables arise

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(k)	$109.5 million Vendor financing loan - On May 17, 2013, the Company borrowed from Seadrill $109.5 million as vendor financing to fund the acquisition of the T-15. The loan bears interest at a rate of LIBOR plus a margin of 5.00% and matures in May 2016.

(l)	Discount loan notes:

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(1)

Pre-acquisition net income from entities acquired from Seadrill in common control transactions during 2013 (See Note 3), has been allocated to the Seadrill member interest. The Seadrill member interest, and its rights to the Incentive distribution rights, is owned by the predecessor owner of acquired entities, Seadrill Limited. Included within the amount allocated to the Seadrill member interest in 2013 is $0.5 million allocated to the Incentive distribution rights.

(2)	Refers to the cash distributions relating to the period declared and paid during the year.

(3)	Refers to the cash distribution relating to the period, declared and paid subsequent to the year-end.

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•	First, to the common unitholders, pro-rata, until the Company distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

•	Second, to the common unitholders, pro-rata, until the Company distributes for each outstanding common an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for prior quarters during the subordination period; and

•	Third, to the subordinated units, pro-rata, the Company distributes for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter;

•	The Company has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

•	The Company has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

•	first, 100% to all unitholders, until each unitholder receives a total of $0.4456 per unit for that quarter (the “first target distribution”);

•	second, 85.0% to all unitholders, pro rata, and 15.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives a total of $0.4844 per unit for that quarter (the “second target distribution”);

•	third, 75.0% to all unitholders, pro rata, and 25.0% to the holders of the incentive distribution rights, pro rata, until each unitholder receives a total of $0.5813 per unit for that quarter (the “third target distribution”); and

•	thereafter, 50.0% to all unitholders, and 50.0% to the holders of the incentive distribution rights, pro rata.

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