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Valaris Ltd

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

VAL$79.77+3.2%Stored close · as of Nov 6, 2026
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Note

Note 3 -Equity Method Investment in ARO

Background

ARO is a 50/50 unconsolidated joint venture between the Company and Saudi Aramco that owns and operates jackup drilling rigs in Saudi Arabia. As of September 30, 2025, ARO owned nine jackup rigs, had orderedone newbuild jackup rig and leased seven rigs from us through bareboat charter arrangements (the "Lease Agreements") whereby substantially all operating costs are incurred by ARO.

The shareholder agreement governing the joint venture (the "Shareholder Agreement") specifies that ARO shall purchase 20 newbuild jackup rigs over an approximate 10-year period. The firsttwo newbuild jackups, Kingdom 1 and Kingdom 2, were ordered in January 2020 and commenced operations in the fourth quarter of 2023 and the third quarter of 2024, respectively. In October 2024, ARO ordered the third newbuild jackup, Kingdom 3, and is expected to commit to orderone additional newbuild jackup in the near term. In connection with these plans, we have a potential obligation to fund ARO for newbuild jackup rigs. See "Note 11 -Contingencies" for additional information.

Equity in earnings (losses) of ARO

We account for our interest in ARO using the equity method of accounting and only recognize our portion of ARO's net income (loss), adjusted for basis differences as discussed below, in Equity in earnings (losses) of ARO in our Condensed Consolidated Statements of Operations.

Our equity method investment in ARO was recorded at its estimated fair value in fresh start accounting upon emergence from bankruptcy in 2021. We computed the difference between the fair value of ARO's net assets and the carrying value of those net assets in ARO's U.S. GAAP financial statements ("basis differences") at that date. These basis differences primarily related to ARO's long-lived assets and the recognition of intangible assets associated with certain of ARO's drilling contracts that were determined to have favorable terms relative to market terms as of the measurement date.

Basis differences are amortized over the remaining life of the assets or liabilities to which they relate and are recognized as an adjustment to the Equity in earnings (losses) of ARO in our Condensed Consolidated Statements of Operations. The amortization of those basis differences is combined with our 50% interest in ARO's net income (loss). A reconciliation of those components is presented below (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
50% interest in ARO net income (loss)(1)$1.2$(27.0)$(3.6)$(31.2)
Amortization of basis differences3.23.29.59.5
Equity in earnings (losses) of ARO$4.4$(23.8)$5.9$(21.7)

(1)ARO's net loss (prior to determining our 50% interest) for the three and nine months ended September 30, 2024 includes a non-cash loss on impairment of $28.4 million related to costs which were capitalized pursuant to certain contractual maintenance and upgrade requirements for VALARIS 143, VALARIS 147 and VALARIS 148. The contracts associated with these rigs were terminated in 2024 in connection with Saudi Arabia’s announcement during the prior year period to limit oil production capacity.

Related-Party Transactions

Revenues recognized by us related to the Lease Agreements are included within Operating revenues in our Condensed Consolidated Statements of Operations and were as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues from Lease Agreements$22.5$11.3$52.9$42.9

Our balances related to the ARO lease agreements were as follows (in millions):

September 30, 2025December 31, 2024
Amounts receivable (1)$18.7$16.5
Contract liabilities (2)$12.2$14.1
Accounts payable (2)$59.7$43.1

(1)Amounts receivable from ARO are included in Accounts receivable, net in our Condensed Consolidated Balance Sheets.

(2)The per day bareboat charter amount in the Lease Agreements is subject to adjustment based on actual performance of the respective rig and therefore, the corresponding contract liabilities are subject to adjustment during the lease term. Upon completion of the lease term, such amounts become a payable to or a receivable from ARO. In addition, the accounts payable balance includes amounts owed to ARO for certain reimbursable costs.

During 2017 and 2018, the Company contributed assets to ARO in exchange for a 10-year shareholder notes receivable due from ARO (the "Notes Receivable from ARO"), which bear interest based on a one-year term SOFR, set as of the end of the year prior to the applicable year, plus 2.10%. The Notes Receivable from ARO were adjusted to their estimated fair value in fresh start accounting in 2021 and the resulting discount to the principal amount is being amortized using the effective interest method to interest income over the remaining terms of the notes.

The principal amount and discount of the Notes Receivable from ARO were as follows (in millions):

September 30, 2025December 31, 2024
Principal amount$376.6$376.6
Discount(61.9)(80.4)
Carrying value$314.7$296.2
Interest receivable (1)(2)$18.0$—

(1)Our interest receivable from ARO is included in Accounts receivable, net in our Condensed Consolidated Balance Sheets.

(2)The 2024 interest on the Notes Receivable from ARO of approximately $24.6 million was paid in kind in December 2024 by increasing the principal balance of the Notes Receivable from ARO.

Interest income earned on the Notes Receivable from ARO was as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Interest income$10.0$6.2$18.0$18.4
Non-cash amortization (1)(2)6.26.218.533.8
Total interest income on the Notes Receivable from ARO$16.2$12.4$36.5$52.2

(1)Represents the amortization of the discount on the Notes Receivable from ARO using the effective interest method to interest income over the term of the notes.

(2)During the nine months ended September 30, 2024, we recognized $13.9 million of non-cash interest income attributable to a settlement agreement executed in June 2024 whereby $50.7 million of accounts payable due to ARO was net settled against a portion of the Notes Receivable from ARO.

Note 4 -Fair Value Measurements

The carrying values and estimated fair values of certain of our financial instruments were as follows (in millions):

September 30, 2025December 31, 2024
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
2030 Second Lien Notes (1)$1,085.2$1,142.4$1,082.7$1,112.7
Notes Receivable from ARO (2)$314.7$379.6$296.2$378.3

(1)The estimated fair value of the 2030 Second Lien Notes (as defined in "Note 8 -Debt") was determined using quoted market prices, which are level 1 inputs.

(2)The estimated fair value of the Notes Receivable from ARO was estimated using an income approach to value the forecasted cash flows attributed to the Notes Receivable from ARO using a discount rate based on a comparable yield with a country-specific risk premium, which are considered to be level 2 inputs.

The estimated fair values of our cash and cash equivalents, restricted cash, accounts receivable and trade payables approximated their carrying values as of September 30, 2025 and December 31, 2024.

Note 5 -Property and Equipment

Property and equipment consisted of the following (in millions):

September 30, 2025December 31, 2024
Drilling rigs and equipment$1,856.7$1,660.9
Work-in-progress602.2607.6
Other48.840.9
Total property and equipment, at cost$2,507.7$2,309.4

From time to time we may opportunistically sell assets to enhance shareholder value. Additionally, we may consider retiring assets that no longer meet our standards for economic returns. Gains and losses recognized on sale of assets are recognized in Other, net on the Condensed Consolidated Statements of Operations.

Sale of VALARIS 247

In the third quarter of 2025, we sold VALARIS 247, a rig within our Jackups segment, and collected cash proceeds of approximately $108.0 million. We recognized a pre-tax gain of $88.4 million in connection with the sale.

Sale of Retired Semis

In the first quarter of 2025, we approved a plan to retire three semisubmersible rigs within our Floaters segment, VALARIS DPS-3, VALARIS DPS-5, and VALARIS DPS-6 (collectively, the “Retired Semis”). In April 2025, the Retired Semis were sold for recycling and permanently removed from service for total cash proceeds of $10.0 million.

In connection with the retirement of the Retired Semis, during the first quarter of 2025, we recognized a loss on impairment of $7.8 million, which represents the amount of carrying value that exceeded the disposal group's aggregate fair value less costs to sell. We estimated the fair value using a market approach based on the preliminary sale agreement for the Retired Semis, which is considered a Level 3 input due to the level of estimation involved since the sale had not yet been completed at the time of our analysis.

Sale of VALARIS 75

In the first quarter of 2025, VALARIS 75, a rig within our Jackups segment which had an immaterial net book value, was sold resulting in a pre-tax gain on sale of $23.0 million. Of the proceeds, $14.0 million was collected upon closing, with the remaining $10.0 million to be received in equal installments on the first and second anniversaries of the closing.

Sale of Angola Office Building

In the first quarter of 2025, we sold an office building in Angola for cash proceeds of $5.2 million, resulting in a pre-tax gain of $4.0 million. Of the proceeds, approximately $2.5 million was collected during the fourth quarter of 2024 and $2.7 million was collected during the first quarter of 2025.

Note 6 -Pension and Other Post-retirement Benefits

We have defined-benefit pension plans and retiree medical plans that provide post-retirement health and life insurance benefits.

The components of net periodic pension and retiree medical (income) loss were as follows (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Interest cost$7.8$7.4$23.2$22.2
Expected return on plan assets(7.4)(7.9)(21.9)(23.7)
Amortization of net gain(0.2)(0.1)(0.6)(0.5)
Net periodic pension and retiree medical (income) loss (1)$0.2$(0.6)$0.7$(2.0)

(1)Included in Other, net in our Condensed Consolidated Statements of Operations.

Note 7 -Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Weighted-average shares outstanding used in our computation of diluted EPS is calculated using the treasury stock method and includes the effect of all potentially dilutive stock equivalents, including warrants, restricted stock unit awards and performance stock unit awards.

The following table is a reconciliation of the weighted-average shares used in our basic and diluted EPS computations for the three and nine months ended September 30, 2025 and 2024 (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Income attributable to our shares$188.1$64.6$265.3$239.7
Weighted average shares outstanding:
Basic70.772.470.972.4
Effect of stock equivalents0.30.80.31.1
Diluted71.073.271.273.5

Anti-dilutive share awards totaling 227,000 and 258,000 were excluded from the computation of diluted EPS for the three and nine months ended September 30, 2025, respectively.

Anti-dilutive share awards totaling 150,000 and 126,000 were excluded from the computation of diluted EPS for the three and nine months ended September 30, 2024, respectively.

We had 5,470,900 warrants outstanding (the "Warrants") as of September 30, 2025 to purchase common shares of Valaris Limited (the "Common Shares"), which are exercisable for one Common Share per Warrant at an initial exercise price of $131.88 per Warrant and expire on April 29, 2028. The exercise of these Warrants into Common Shares would have a dilutive effect to the holdings of Valaris Limited's existing shareholders. These warrants are anti-dilutive for all periods presented.

Note 8 -Debt

2030 Second Lien Notes

In April 2023, the Company and Valaris Finance Company LLC (“Valaris Finance”), a wholly-owned subsidiary, issued and sold, at par, $700.0 million aggregate principal amount of Second Lien Notes (the "Initial Second Lien Notes"). In August 2023, the Company and Valaris Finance issued, at 100.75% of par, an additional $400.0 million aggregate principal amount of Second Lien Notes (the "Additional Notes"). The Initial Second Lien Notes and the Additional Notes form a single series and are collectively referred to as the "2030 Second Lien Notes".

The 2030 Second Lien Notes were issued under the Indenture, dated as of April 19, 2023 (the "Indenture"), and will mature on April 30, 2030. The 2030 Second Lien Notes bear an interest rate of 8.375% per annum and interest is payable semi-annually in arrears on April 30 and October 30 of each year. The 2030 Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain subsidiaries of the Company.

As of September 30, 2025, we were in compliance in all material respects with our covenants under the Indenture.

2028 Credit Agreement

In April 2023, the Company entered into a senior secured revolving credit agreement (the “2028 Credit Agreement”) which provides for commitments permitting borrowings of up to $375.0 million. These borrowings under the 2028 Credit Agreement may be increased, subject to the agreement of lenders to provide such additional commitments and the satisfaction of certain conditions, by an additional $200.0 million pursuant to the terms of the 2028 Credit Agreement, and includes a $150.0 million sublimit for the issuance of letters of credit. Valaris Finance and certain other subsidiaries of the Company guarantee the Company's obligations under the 2028 Credit Agreement, and the lenders have a first priority lien on the assets securing the 2028 Credit Agreement. The 2028 Credit Agreement is scheduled to mature on April 3, 2028.

Amounts borrowed under the 2028 Credit Agreement are subject to an interest rate per annum equal to, at our option, either (a) a base rate determined as the greatest of (i) a prime rate, (ii) the federal funds rate plus 0.5% and (iii) Term SOFR (as defined in the 2028 Credit Agreement) for a one month interest period plus 1.1% (such base rate to be subject to a 1% floor) or (b) Term SOFR plus 0.10% (subject to a 0% floor), plus, in each case of clauses (a) and (b) above, an applicable margin ranging from 1.50% to 3.00% and 2.50% to 4.00%, respectively, based on the credit ratings that are one notch higher than the corporate family ratings provided by Standard & Poor’s Financial Services LLC (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) with respect to Valaris Limited.

Additionally, we are required to pay a quarterly commitment fee to the lenders under the 2028 Credit Agreement with respect to the average daily unutilized commitments thereunder at a rate ranging from 0.375% to 0.75% depending on the credit ratings that are one notch higher than the corporate family ratings provided by S&P and Moody’s with respect to Valaris Limited. With respect to each letter of credit issued pursuant to the 2028 Credit Agreement, we are required to pay a letter of credit fee equal to the applicable margin in effect for Term SOFR loans and a fronting fee in an amount to be mutually agreed between us and the issuer of such letter of credit.

As of September 30, 2025, we were in compliance in all material respects with our covenants under the 2028 Credit Agreement. We hadno amounts outstanding under the 2028 Credit Agreement as of September 30, 2025.

Note 9 -Shareholders' Equity

Activity in our various shareholders' equity accounts for the nine months ended September 30, 2025 and 2024 were as follows (in millions):

Shares IssuedPar ValueAdditionalPaid-inCapitalWarrantsRetained EarningsAOCITreasurySharesNon-controllingInterest
BALANCE, December 31, 202476.2$0.8$1,113.3$16.4$1,398.9$34.2$(325.1)$5.8
Net loss————(37.9)——(1.3)
Share-based compensation cost——5.6—————
Shares issued under share-based compensation plans, net0.1———————
Net changes in pension and other postretirement benefits—————(0.2)——
Shares withheld for taxes on vesting of share-based awards——(0.3)—————
Foreign currency translation adjustments—————1.3——
BALANCE, March 31, 202576.3$0.8$1,118.6$16.4$1,361.0$35.3$(325.1)$4.5
Net income (loss)————115.1——(0.9)
Share-based compensation cost——6.0—————
Net changes in pension and other postretirement benefits—————(0.2)——
Foreign currency translation adjustments—————1.8——
BALANCE, June 30, 202576.3$0.8$1,124.6$16.4$1,476.1$36.9$(325.1)$3.6
Net income (loss)————188.1——(0.8)
Share-based compensation cost——6.8—————
Net changes in pension and other postretirement benefits—————(0.2)——
Shares issued under share-based compensation plans, net0.1———————
Repurchase of Common Shares——————(75.0)—
Shares withheld for taxes on vesting of share-based awards——(2.8)—————
Foreign currency translation adjustments—————1.2——
BALANCE, September 30, 202576.4$0.8$1,128.6$16.4$1,664.2$37.9$(400.1)$2.8
Shares IssuedPar ValueAdditionalPaid-inCapitalWarrantsRetained EarningsAOCITreasurySharesNon-controllingInterest
BALANCE, December 31, 202375.4$0.8$1,119.8$16.4$1,025.5$25.2$(200.1)$9.4
Net income————25.5———
Share-based compensation cost——8.0—————
Net changes in pension and other postretirement benefits—————(0.2)——
Shares withheld for taxes on vesting of share-based awards——(0.1)—————
Foreign currency translation adjustments—————0.1——
BALANCE, March 31, 202475.4$0.8$1,127.7$16.4$1,051.0$25.1$(200.1)$9.4
Net income————149.6——1.2
Share-based compensation cost——7.4—————
Net changes in pension and other postretirement benefits—————(0.2)——
Shares withheld for taxes on vesting of share-based awards——(0.3)—————
Foreign currency translation adjustments—————(0.6)——
BALANCE, June 30, 202475.4$0.8$1,134.8$16.4$1,200.6$24.3$(200.1)$10.6
Net income (loss)————64.6——(1.7)
Share-based compensation cost——7.0—————
Shares issued under share-based compensation plans, net0.8———————
Net changes in pension and other postretirement benefits—————(0.1)——
Repurchase of Common Shares——————(100.0)—
Shares withheld for taxes on vesting of share-based awards——(29.3)—————
Purchase of noncontrolling ownership interest in a non-U.S. subsidiary (1)——4.1————(8.4)
Sale of noncontrolling ownership interest in a non-U.S. subsidiary (1)——(8.4)————8.4
Foreign currency translation adjustments—————0.2——
BALANCE, September 30, 202476.2$0.8$1,108.2$16.4$1,265.2$24.4$(300.1)$8.9

(1)During the third quarter of 2024, the Company purchased the 51% noncontrolling interest related to a certain non-U.S. subsidiary and concurrently transferred the 51% noncontrolling interest to new partners. The net transactions did not result in a change to our ownership or controlling interest in the non-U.S. subsidiary.

Share Repurchase Program

Our board of directors has authorized a share repurchase program (the "Share Repurchase Program") under which we may purchase up to $600.0 million of our outstanding Common Shares. The Share Repurchase Program does not have a fixed expiration, may be modified, suspended or discontinued at any time and any repurchases made pursuant to the Share Repurchase Program are subject to compliance with applicable covenants and restrictions under our financing agreements.

The following table summarizes shares repurchased, aggregate cost and the average per share price (in millions, except average per share price):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Shares repurchased1.51.81.51.8
Aggregate cost$75.0$100.0$75.0$100.0
Average price per share$48.88$57.02$48.88$57.02

As of September 30, 2025, we had approximately $200.0 million available for share repurchases pursuant to the Share Repurchase Program.

Note 10 -Income Taxes

Historically, we calculated our provision for income taxes during interim reporting periods by applying the estimated annual effective tax rate for the full fiscal year to pre-tax income or loss, excluding discrete items, for the reporting period. In recent years, we determined that since small changes in estimated pre-tax income or loss would result in significant changes in the estimated annual effective tax rate, the historical method did not provide a reliable estimate of income taxes and we began using a discrete effective tax rate method to calculate income taxes. We continued to utilize this methodology through 2024. In the first quarter of 2025, we reassessed our use of the discrete effective tax rate method and determined that we had sustained a reasonable period of meaningful pre-tax income to be able to more reliably estimate annualized pre-tax income or loss for the purposes of calculating the interim income tax provision. Accordingly, during the three and nine months ended September 30, 2025, we calculated our tax provision by applying the estimated annual effective tax rate for the full fiscal year to pre-tax income or loss, excluding discrete items.

During the first quarter of 2025, we recognized $168.8 million of deferred tax expense from the establishment of a valuation allowance on deferred tax assets resulting from a change in estimated future taxable income in a certain operating jurisdiction in connection with the retirement of the Retired Semis. We intend to maintain this valuation allowance until there is sufficient evidence to support a reversal of the allowance. The timing and amount of future valuation allowance reductions are subject to future levels of contracting and profitability achieved or by the expiration of the related deferred tax assets. See "Note 5 -Property and Equipment" for further disclosure regarding the Retired Semis.

The consolidated effective tax rate for the three and nine months ended September 30, 2025, excluding the impact of discrete tax items, was 14.1% and 14.8%, respectively. The discrete tax expense for the nine months ended September 30, 2025 primarily related to the establishment of the valuation allowance described above.

Discrete income tax expense for the three months ended September 30, 2024 was $0.5 million and was primarily attributable to changes in liabilities for unrecognized tax benefits associated with tax positions taken in prior years, partially offset by the resolution of prior period tax matters. Discrete income tax benefit for the nine months ended September 30, 2024 was $70.0 million and was primarily attributable to changes in liabilities for unrecognized tax benefits associated with tax positions taken in prior years, including the reversal of a liability associated with tax assessments received from the Luxembourg tax authorities in the second quarter of 2024, and the resolution of other prior period tax matters. Excluding the aforementioned discrete tax items, income tax expense for the three and nine months ended September 30, 2024 was $23.8 million and $77.2 million, respectively.

Luxembourg Tax Assessments

In December 2023, one of the Company’s Luxembourg subsidiaries received tax assessments for fiscal years 2019, 2020, 2021 and 2023. In February 2024, the Luxembourg tax authorities rescinded the portion of the assessment relating to 2023, resulting in a revised aggregate tax assessment of approximately €60.0 million (approximately $65.0 million converted at then-current exchange rates). We recorded a liability for uncertain tax positions for this amount during the fourth quarter of 2023 and contested the validity and amount of the assessments. In April 2024, we received a favorable decision from the Luxembourg tax authorities stating that the assessments for the 2019-2021 tax years are not enforceable. As a result, we reversed the uncertain tax position liability for the previously issued assessments and recognized a tax benefit of approximately $65.0 million in the second quarter of 2024.

Malaysia Tax Assessment

In February 2024, one of our Malaysian subsidiaries received an unfavorable court decision regarding a tax assessment for the 2012-2017 tax years totaling approximately MYR 117.0 million (approximately $28.0 million converted at current period-end exchange rates), including a late payment penalty. In July 2024, we received a payment demand from the Malaysian tax authority for the full assessment amount. In order to further contest the assessment, we agreed to aseven-month payment plan which commenced in August 2024. As of September 30, 2025, all payments under theseven-month payment plan have been made and are included within Other assets in the Condensed Consolidated Balance Sheets. We have not recorded a liability for uncertain tax positions as of September 30, 2025, related to this assessment based on a more-likely-than-not threshold. We believe our tax returns are materially correct as filed and will vigorously contest this assessment.

Australian Tax Assessment

During 2019, the Australian tax authorities issued aggregate tax assessments totaling approximately A$101.0 million, plus interest, related to the examination of certain of our tax returns for the years 2011 through 2016. During the third quarter of 2019, we made a A$42.0 million payment (approximately $29.0 million at then-current exchange rates) to the Australian tax authorities to litigate the assessment. In December 2024, we reached a settlement agreement with the Australian tax authorities for A$4.0 million (approximately $2.0 million at then-current exchange rates). Accordingly, we released approximately $18.0 million of the uncertain tax position liability previously recognized and recognized a corresponding tax benefit in our Condensed Consolidated Statements of Operations for these assessments in the fourth quarter of 2024. We no longer had a liability for unrecognized tax benefits relating to these assessments as of December 31, 2024. During the first quarter of 2025, we received refunds (including interest) totaling A$42.0 million (approximately $26.0 million at then-current-period exchange rates).

Tax Legislation

On July 4, 2025, the U.S. enacted H.R. 1, informally referred to as the One Big Beautiful Bill Act (“OBBBA”). Among other provisions, the OBBBA includes the permanent extension, with modifications, of certain business and international tax provisions originally enacted under the Tax Cuts and Jobs Act of 2017 that were scheduled to sunset at the end of 2025. While we continue to monitor further legislative developments and administrative guidance, we do not expect the OBBBA to have a material impact on our consolidated financial statements for the year ending December 31, 2025.

Note 11 -Contingencies

ARO Newbuild Funding Obligations

In connection with our 50/50 unconsolidated joint venture, we have a potential obligation to fund ARO for newbuild jackup rigs. The Shareholder Agreement specifies that ARO shall purchase 20 newbuild jackup rigs over an approximate 10-year period. The joint venture partners intend for the newbuild jackup rigs to be financed out of available cash on hand and from ARO's operations and/or funds available from third-party financing. The firsttwo newbuild jackups, Kingdom 1 and Kingdom 2, were delivered and commenced operations in 2023 and 2024, respectively. In October 2024, ARO ordered the third newbuild jackup, Kingdom 3, for a purchase price of approximately $300.0 million, and paid the 25% down payment from cash on hand. The final payment will be due upon delivery of the rig.

In the event ARO has insufficient cash or is unable to obtain third-party financing, each partner may periodically be required to make additional capital contributions to ARO, up to a maximum aggregate contribution of $1.25 billion from each partner to fund the newbuild program. Beginning with the delivery of the second newbuild, each partner's commitment is reduced by the lesser of the actual cost of each newbuild rig or $250.0 million, on a proportionate basis. Following the delivery of Kingdom 2, our commitment to fund the newbuild program has been reduced to $1.1 billion.

Letters of Credit

In the ordinary course of business with customers and others, we have entered into letters of credit to guarantee our performance as it relates to our drilling contracts, contract bidding, customs duties, tax appeals and other obligations in various jurisdictions. Letters of credit outstanding as of September 30, 2025 totaled $30.4 million and are issued under facilities provided by various banks and other financial institutions, but none were issued under the 2028 Credit Agreement. Obligations under these letters of credit are not normally called, as we typically comply with the underlying performance requirements. As of September 30, 2025, we had collateral deposits in the amount of $11.2 million with respect to these agreements.

Patent Litigation

In December 2022, a subsidiary of Transocean Ltd. commenced an arbitration proceeding against us alleging breach of a license agreement related to certain dual-activity drilling patents. In July 2025, the arbitration tribunal rendered a final decision awarding Transocean Ltd. $7.9 million in damages, including interest, and awarded Valaris $7.4 million as reimbursement for legal fees incurred in connection with this matter. As a result of this decision, in the second quarter of 2025, we reversed $17.1 million of the $25.0 million liability previously accrued in 2024, and we recognized a $7.4 million receivable for the recovery of legal fees. In the third quarter of 2025, the awarded amounts due to and from Transocean Ltd. were paid and therefore, we have no outstanding balances pertaining to this matter as of September 30, 2025. The window for the award to be set aside has expired, and the Company has not been notified of any set-aside proceeding commenced by Transocean.

Brazil Administrative Matter

In July 2023, we received notice of an administrative proceeding initiated against us in Brazil. Specifically, the Federal Court of Accounts (“TCU”) sought from us, Samsung Heavy Industries (“SHI”) and others, on a joint and several basis, a total of approximately BRL 601.0 million in damages that TCU asserted arose from the overbilling to Petrobras in 2015 in relation to the drilling services agreement with Petrobras for VALARIS DS-5 (the “DSA”). As fully disclosed in our prior periodic reports, the DSA was previously the subject of (1) investigations by the SEC and the U.S. Department of Justice, each of which closed their investigation of us in 2018 without any enforcement action, (2) an arbitration proceeding against SHI in which we prevailed, resulting in SHI making a $200.0 million cash payment to us in December 2019, and (3) a settlement with Petrobras normalizing our business relations in August 2018.

In May 2024, the Brazilian prosecutor issued an opinion recommending that the TCU close this matter against us. In July 2025, a trial was held and all claims against us were dismissed.

Other Matters

In addition to the foregoing, we are named defendants or parties in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results and cash flows.

Note 12 -Segment Information

Our business consists offour operating segments: (1) Floaters, which includes our drillships and semisubmersible rigs, (2) Jackups, (3) ARO and (4) Other, which consists of management services on rigs owned by third parties and the activities associated with our arrangements with ARO under the Lease Agreements. Floaters, Jackups and ARO are also reportable segments.

Our chief operating decision maker ("CODM") assesses segment performance based on their review of the operating income (loss) of each segment, which measures profitability after deducting normal operating costs. Components within operating income (loss), such as revenues and contract drilling expense, are used to monitor actual performance against budget and monthly forecasted results for each segment. Further, the CODM utilizes revenue to derive a segment’s asset utilization, average daily revenue and revenue efficiency. Using these metrics, the CODM can identify potentially underperforming segments and develop strategies to increase profits or reduce costs, make investment decisions and allocate resources as needed. The disaggregated segment information, as presented in the tables below, aligns with the segment level information that is regularly provided to the CODM.

Our onshore support costs included within Contract drilling expenses are not allocated to our operating segments for purposes of measuring segment operating income (loss) and as such, those costs are included in “Reconciling Items.” Further, General and administrative expense and Depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income (loss) and are included in "Reconciling Items." We measure segment assets as Property and equipment, net.

The full operating results included below for ARO are not included within our consolidated results and thus are deducted under "Reconciling Items" and replaced with our equity in earnings of ARO. See "Note 3 -Equity Method Investment in ARO" for additional information on ARO and related arrangements. Similarly, the Property and equipment, net balances presented below for ARO are not included within our Condensed Consolidated Balance Sheets and thus are also deducted under "Reconciling Items."

Segment information for the three and nine months ended September 30, 2025 and 2024, respectively, are presented below (in millions):

Three Months Ended September 30, 2025

FloatersJackupsAROOtherReconciling ItemsConsolidated Total
Operating revenues:
Revenues (exclusive of reimbursable revenues)$293.0$216.7$156.8$45.9$(156.8)$555.6
Reimbursable revenues9.920.4—9.8—40.1
Total operating revenues302.9237.1156.855.7(156.8)595.7
Operating expenses:
Contract drilling expenses (exclusive of depreciation and reimbursable expenses)187.7124.891.616.3(52.8)367.6
Reimbursable expenses9.418.9—9.7—38.0
Total contract drilling expenses (exclusive of depreciation)197.1143.791.626.0(52.8)405.6
Depreciation15.515.328.43.0(25.1)37.1
General and administrative——5.5—21.426.9
Equity in earnings of ARO————4.44.4
Operating income$90.3$78.1$31.3$26.7$(95.9)$130.5
Property and equipment, net$1,201.3$628.9$1,199.7$145.4$(1,140.9)$2,034.4
Capital expenditures$37.6$28.9$10.9$—$(7.6)$69.8

Three Months Ended September 30, 2024

FloatersJackupsAROOtherReconciling ItemsConsolidated Total
Operating revenues:
Revenues (exclusive of reimbursable revenues) (1)$374.9$192.6$113.7$32.4$(113.7)$599.9
Reimbursable revenues (1)14.121.1—8.0—43.2
Total operating revenues (1)389.0213.7113.740.4(113.7)643.1
Operating expenses:
Contract drilling expenses (exclusive of depreciation and reimbursable expenses) (1)235.2136.993.814.9(58.2)422.6
Reimbursable expenses (1)12.519.8—7.2—39.5
Total contract drilling expenses (exclusive of depreciation) (1)247.7156.793.822.1(58.2)462.1
Loss on impairment——28.4—(28.4)—
Depreciation14.811.421.12.9(18.5)31.7
General and administrative——4.9—25.730.6
Equity in losses of ARO————(23.8)(23.8)
Operating income (loss)$126.5$45.6$(34.5)$15.4$(58.1)$94.9
Property and equipment, net$1,131.5$500.6$1,186.0$135.2$(1,110.6)$1,842.7
Capital expenditures$40.2$41.7$17.7$—$(17.7)$81.9

Nine Months Ended September 30, 2025

FloatersJackupsAROOtherReconciling ItemsConsolidated Total
Operating revenues:
Revenues (exclusive of reimbursable revenues)$968.7$614.6$431.4$122.4$(431.4)$1,705.7
Reimbursable revenues26.074.1—25.8—125.9
Total operating revenues994.7688.7431.4148.2(431.4)1,831.6
Operating expenses:
Contract drilling expenses (exclusive of depreciation and reimbursable expenses)568.0365.8273.649.7(160.3)1,096.8
Reimbursable expenses24.469.6—25.5—119.5
Total contract drilling expenses (exclusive of depreciation)592.4435.4273.675.2(160.3)1,216.3
Loss on impairment7.8————7.8
Depreciation44.342.686.68.6(76.4)105.7
General and administrative——18.4—51.770.1
Equity in earnings of ARO————5.95.9
Operating income$350.2$210.7$52.8$64.4$(240.5)$437.6
Property and equipment, net$1,201.3$628.9$1,199.7$145.4$(1,140.9)$2,034.4
Capital expenditures$89.8$138.9$33.0$—$(24.5)$237.2

Nine Months Ended September 30, 2024

FloatersJackupsAROOtherReconciling ItemsConsolidated Total
Operating revenues:
Revenues (exclusive of reimbursable revenues) (1)$1,055.1$498.7$376.2$110.1$(376.2)$1,663.9
Reimbursable revenues (1)42.253.1—19.0—114.3
Total operating revenues (1)1,097.3551.8376.2129.1(376.2)1,778.2
Operating expenses:
Contract drilling expenses (exclusive of depreciation and reimbursable expenses) (1)719.5363.2286.245.9(176.8)1,238.0
Reimbursable expenses (1)39.050.6—18.0—107.6
Total contract drilling expenses (exclusive of depreciation) (1)758.5413.8286.263.9(176.8)1,345.6
Loss on impairment——28.4—(28.4)—
Depreciation42.132.759.86.7(53.1)88.2
General and administrative——16.2—73.489.6
Equity in losses of ARO————(21.7)(21.7)
Operating income (loss)$296.7$105.3$(14.4)$58.5$(213.0)$233.1
Property and equipment, net$1,131.5$500.6$1,186.0$135.2$(1,110.6)$1,842.7
Capital expenditures$185.5$157.1$202.9$—$(202.1)$343.4

(1)We have adopted ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures beginning with the 2024 Annual Report. In connection with this, we updated our segment disclosure presentation for thethree and nine months ended September 30, 2024, to break out Reimbursable revenues and Reimbursable expenses from Revenues and Contract drilling expense, respectively. The disaggregation of these line items is presentational only and there were no impacts to the overall Total operating revenues or Total contract drilling expense (exclusive of depreciation) line items.

Information about Geographic Areas

As of September 30, 2025, the geographic distribution of our and ARO's drilling rigs was as follows:

FloatersJackupsOtherTotal ValarisARO
Europe611—17—
Middle East & Africa277169
North & South America55—10—
Asia & Pacific Rim23—5—
Total15267489

For purposes of our geographic disclosures above, any rigs in transit as of the end of the quarter are included in the location to which they are mobilizing.

We provide management services in the Gulf of America ontwo rigs owned by a third party not included in the table above.

ARO orderedone newbuild jackup, Kingdom 3, which is under construction in the Middle East and is not included in the table above.

Note 13 -Supplemental Financial Information

Condensed Consolidated Balance Sheet Information

Accounts receivable, net, consisted of the following (in millions):

September 30, 2025December 31, 2024
Trade$444.5$502.4
Income tax receivables51.276.2
Other34.09.2
529.7587.8
Allowance for doubtful accounts(16.0)(16.6)
$513.7$571.2

Other current assets consisted of the following (in millions):

September 30, 2025December 31, 2024
Prepaid taxes$73.5$48.5
Deferred costs38.638.6
Prepaid expenses15.313.0
Other27.026.9
$154.4$127.0

Accrued liabilities and other consisted of the following (in millions):

September 30, 2025December 31, 2024
Income and other taxes payable$105.1$57.2
Personnel costs90.089.2
Current contract liabilities (deferred revenues)79.087.2
Accrued interest38.415.3
Lease liabilities35.028.0
Accrued claims16.139.5
Other27.334.6
$390.9$351.0

Other liabilities consisted of the following (in millions):

September 30, 2025December 31, 2024
Unrecognized tax benefits (inclusive of interest and penalties)$134.5$128.3
Pension and other post-retirement benefits96.5106.5
Noncurrent contract liabilities (deferred revenues)57.871.4
Lease liabilities43.556.9
Other24.920.1
$357.2$383.2

Condensed Consolidated Statements of Operations Information

Other, net consisted of the following (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net gain (loss) on sale of property$89.5$(0.2)$117.4$(0.3)
Net foreign currency exchange gains (losses)(1.8)(3.5)(16.1)4.4
Net periodic pension and retiree medical income (loss)(0.2)0.6(0.7)2.0
Other income (expenses)0.20.3(0.4)0.4
$87.7$(2.8)$100.2$6.5

Condensed Consolidated Statement of Cash Flows Information

Our restricted cash consists primarily of $11.2 million and $10.8 million of collateral on letters of credit at September 30, 2025 and December 31, 2024, respectively. See "Note 11 -Contingencies" for more information regarding our letters of credit.

Concentration of Risk

Credit Risk - We are exposed to credit risk relating to our cash and cash equivalents and receivables from customers. Our cash and cash equivalents are primarily held by various well-capitalized and credit-worthy financial institutions. We monitor the credit ratings of these institutions and limit the amount of exposure to any one institution and therefore, do not believe a significant credit risk exists for these balances. We mitigate our credit risk relating to receivables from customers, which consist primarily of major international, government-owned and independent oil and gas companies, by performing ongoing credit evaluations. We also maintain reserves for potential credit losses, which generally have been within our expectations.

Customer Concentration -Consolidated revenues with customers that individually contributed 10% or more of revenue in either of the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended
September 30, 2025September 30, 2024
FloatersJackupsOtherTotalFloatersJackupsOtherTotal
BP plc ("BP")5%3%6%14%12%2%5%19%
Petróleo Brasileiro S.A. ("Petrobras")13%—%—%13%8%—%—%8%
Azule Energy ("Azule")7%4%—%11%7%—%—%7%
Equinor ASA ("Equinor")6%—%—%6%9%—%—%9%
Other customers (1)20%33%3%56%24%31%2%57%
51%40%9%100%60%33%7%100%
Nine Months Ended
September 30, 2025September 30, 2024
FloatersJackupsOtherTotalFloatersJackupsOtherTotal
Petrobras13%—%—%13%9%—%—%9%
BP4%3%5%12%9%4%5%18%
Azule7%3%—%10%3%—%—%3%
Equinor6%—%—%6%10%—%—%10%
Other customers (1)24%32%3%59%31%27%2%60%
54%38%8%100%62%31%7%100%

(1)Other customers includes customers that individually contributed to less than 10% of our total revenues.

Geographic Concentration - For purposes of our geographic disclosure, we attribute revenues to the geographic location where such revenues are earned. Consolidated revenues for locations that individually had 10% or more of revenue were as follows (in millions):

Three Months Ended
September 30, 2025September 30, 2024
FloatersJackupsOtherTotalFloatersJackupsOtherTotal
Brazil$144.5$—$—$144.5$151.4$—$—$151.4
United Kingdom—99.4—99.4—105.3—105.3
Angola65.023.0—88.068.7——68.7
Gulf of America48.9—32.481.366.00.229.896.0
Australia40.025.9—65.942.446.5—88.9
Other countries (1)4.588.823.3116.660.561.710.6132.8
$302.9$237.1$55.7$595.7$389.0$213.7$40.4$643.1
Nine Months Ended
September 30, 2025September 30, 2024
FloatersJackupsOtherTotalFloatersJackupsOtherTotal
Brazil$462.7$—$—$462.7$380.5$—$—$380.5
United Kingdom—297.9—297.9—273.1—273.1
Gulf of America180.0—93.2273.2178.910.384.5273.7
Australia117.6111.5—229.1128.467.4—195.8
Angola149.548.6—198.1141.3——141.3
Other countries (1)84.9230.755.0370.6268.2201.044.6513.8
$994.7$688.7$148.2$1,831.6$1,097.3$551.8$129.1$1,778.2

(1)Other countries includes locations that individually contributed to less than 10% of our total revenues.

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