Valaris Ltd
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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, 2026 · Filed Nov 3, 2026
Contents
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, 2026, ARO owned nine jackup rigs, had ordered four newbuild jackup rigs 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. Under this program, two newbuild jackups have been built and are in service, two are currently under construction (Kingdom 3 and Kingdom 4, which were ordered in October 2024 and November 2025, respectively) andtwo additional newbuild jackups were ordered in August 2026 (Kingdom 5 and Kingdom 6). 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, which is included 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, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| 50% interest in ARO net income (loss) (1) | $(6.6) | $1.2 | $4.5 | $(3.6) |
| Amortization of basis differences | 3.1 | 3.2 | 9.4 | 9.5 |
| Equity in earnings (losses) of ARO | $(3.5) | $4.4 | $13.9 | $5.9 |
(1) The 50% interest in ARO net income for the nine months ended September 30, 2026 includes the recognition of $14.3 million in additional income, which represents our proportionate share of adjustments recorded by ARO during the completion of its 2025 financial statements subsequent to the issuance of our Annual Report.
Related-Party Transactions
Revenues recognized by us related to the Lease Agreements are included within Revenues (exclusive of reimbursable revenues) and revenues related to certain reimbursable expenses in accordance with the Lease Agreements are recognized within Reimbursable revenues in our Condensed Consolidated Statements of Operations and were as follows (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenues (exclusive of reimbursable revenues) from Lease Agreements | $13.5 | $22.5 | $46.8 | $52.9 |
| Reimbursable revenues from Lease Agreements | — | — | 10.2 | — |
| Total operating revenues from Lease Agreements | $13.5 | $22.5 | $57.0 | $52.9 |
Our balances related to the ARO lease agreements were as follows (in millions):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Accounts receivable | $38.1 | $47.8 |
| Contract assets (1) | $— | $2.0 |
| Contract liabilities (1) | $37.0 | $16.3 |
| Accounts payable (1) | $30.8 | $61.8 |
(1)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 assets and 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 Secured Overnight Financing Rate ("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, 2026 | December 31, 2025 | |
|---|---|---|
| Principal amount | $400.7 | $400.7 |
| Discount | (37.3) | (55.7) |
| Carrying value | $363.4 | $345.0 |
| Interest receivable (1) (2) | $16.8 | $— |
(1)Our interest receivable from ARO is included in Accounts receivable, net in our Condensed Consolidated Balance Sheets.
(2)The 2025 interest on the Notes Receivable from ARO of approximately $24.1 million was paid in kind in December 2025 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, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Interest income | $5.7 | $10.0 | $16.8 | $18.0 |
| Non-cash amortization (1) | 6.2 | 6.2 | 18.4 | 18.5 |
| Total interest income on the Notes Receivable from ARO | $11.9 | $16.2 | $35.2 | $36.5 |
(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.
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, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Carrying Value | Estimated Fair Value | Carrying Value | Estimated Fair Value | |
| 2030 Second Lien Notes (1) | $1,088.5 | $1,125.2 | $1,086.0 | $1,144.9 |
| Notes Receivable from ARO (2) | $363.4 | $411.5 | $345.0 | $403.8 |
(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, 2026 and December 31, 2025.
Note 5 -Property and Equipment
Property and equipment consisted of the following (in millions):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Drilling rigs and equipment | $2,239.7 | $1,958.8 |
| Work-in-progress | 600.0 | 590.3 |
| Other | 49.8 | 49.2 |
| Total property and equipment, at cost | $2,889.5 | $2,598.3 |
While taking into account certain restrictions on the sales of assets under our Indenture dated as of April 19, 2023 and within the Business Combination Agreement, as part of our strategy, we may act opportunistically from time to time to sell assets to enhance shareholder value. Gains and losses recognized on sale of assets are recognized in Other, net on the Condensed Consolidated Statements of Operations. Additionally, we may consider retiring assets that no longer meet our standards for economic returns. Non-cash losses on impairment and any gains on remeasurement of assets held for sale are recognized within Other operating (income) loss on the Condensed Consolidated Statements of Operations.
Sale of VALARIS 111
In September 2026, we entered into an agreement to sell VALARIS 111, a rig within our Jackups segment, for recycling for $1.7 million. Under the terms of the agreement, we retained the right to terminate the purchase and sale agreement within 30 days following receipt of the proceeds. On September 30, 2026, we completed the sale and received $1.7 million of cash proceeds. As of September 30, 2026, the net book value of the rig was classified as held for sale due to the cancellation option.
In October 2026, we entered into an agreement to sell the rig to another buyer for conversion to a mobile offshore production unit for cash proceeds of $10.5 million. As such, we rescinded the purchase and sale agreement with the initial buyer and made a payment of approximately $3.0 million in accordance with the termination provisions within the agreement. The sale to the new buyer was completed in October and we recognized a pre-tax gain of approximately $8.0 million in the fourth quarter.
Sale of VALARIS MS-1
In September 2026, we entered into an agreement to sell VALARIS MS-1, our only remaining semisubmersible rig within our Floaters segment, for recycling for total cash proceeds of $11.0 million. In connection with this sale, we recognized a non-cash loss on impairment of $3.0 million during the three months ended September 30, 2026 and the rig was removed from service.
Sale of VALARIS 109
In July 2026, we sold VALARIS 109, a rig within our Jackups segment. The rig was sold for cash proceeds of $34.0 million, resulting in the recognition of a pre-tax gain of $31.3 million in the third quarter of 2026.
Sale of VALARIS 104
In June 2026, we sold VALARIS 104, a rig within our Jackups segment, for alternative use. The rig was sold for cash proceeds of $40.0 million, resulting in the recognition of a pre-tax gain of $36.6 million in the second quarter of 2026.
Sale of VALARIS DPS-1
In the fourth quarter of 2025, we approved a plan to retire VALARIS DPS-1, a semisubmersible rig within our Floaters segment. VALARIS DPS-1 was reclassified from Property and equipment, net to Assets held for sale on our Consolidated Balance Sheets during the fourth quarter of 2025.
In connection with the held-for-sale classification of VALARIS DPS-1, we recognized a non-cash loss on impairment of $15.8 million during 2025, resulting in a $6.4 million carrying value as of December 31, 2025, which was determined using a probability-weighted market approach based on transactions involving comparable assets, non-binding independent broker quotes and management assumptions, all of which were considered Level 3 inputs due to the level of estimation involved.
Assets held for sale are remeasured at each reporting period for changes in estimated fair value less costs to sell, however, any related gains recognized cannot exceed the previous impairment losses taken for the specified disposal group. As such, we reassessed the fair value of VALARIS DPS-1 during the first quarter of 2026 utilizing a market approach based on a preliminary sale agreement, which was 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. In connection with this, we recognized a $2.8 million gain on remeasurement of our asset held for sale during the first quarter of 2026.
In the second quarter of 2026, VALARIS DPS-1 was sold for recycling and removed from service for total cash proceeds of $10.1 million. No additional gain or loss was recognized upon completion of this sale.
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 Other 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 non-cash loss on impairment of $7.8 million, which represented 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, $5.0 million was collected in January 2026 and the remaining $5.0 million is expected to be received on the second anniversary 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 on sale 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, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Interest cost | $7.4 | $7.8 | $22.2 | $23.2 |
| Expected return on plan assets | (8.2) | (7.4) | (24.4) | (21.9) |
| Amortization of net gain | (0.2) | (0.2) | (0.6) | (0.6) |
| Net periodic pension and retiree medical (income) loss (1) | $(1.0) | $0.2 | $(2.8) | $0.7 |
(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 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, 2026 and 2025 (in millions), except per share amounts:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Income attributable to our shares | $46.1 | $188.1 | $80.1 | $265.3 |
| Weighted average shares outstanding: | ||||
| Basic | 69.4 | 70.7 | 69.3 | 70.9 |
| Effect of stock equivalents | 0.9 | 0.3 | 1.0 | 0.3 |
| Diluted | 70.3 | 71.0 | 70.3 | 71.2 |
| EARNINGS PER SHARE: | ||||
| Basic | $0.66 | $2.66 | $1.16 | $3.74 |
| Diluted | $0.66 | $2.65 | $1.14 | $3.73 |
Anti-dilutive share awards totaling 246,000 and 135,000 were excluded from the computation of diluted EPS for the three and nine months ended September 30, 2026, respectively.
Anti-dilutive shares 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.
We had 5,470,742 warrants outstanding (the "Warrants") as of September 30, 2026 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, 2026, 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. Permitted 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, 2026, 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, 2026.
Note 9 -Shareholders' Equity
Activity in our various shareholders' equity accounts for the three and nine months ended September 30, 2026 and 2025 were as follows (in millions):
| Shares Issued | Par Value | AdditionalPaid-inCapital | Warrants | Retained Earnings | AOCI | TreasuryShares | Non-controllingInterest | |
|---|---|---|---|---|---|---|---|---|
| BALANCE, December 31, 2025 | 76.4 | $0.8 | $1,134.9 | $16.4 | $2,381.7 | $60.9 | $(425.1) | $2.1 |
| Net loss | — | — | — | — | (16.4) | — | — | (1.6) |
| Share-based compensation cost | — | — | 6.4 | — | — | — | — | — |
| Shares issued under share-based compensation plans, net | 0.1 | — | — | — | — | — | — | — |
| Net changes in pension and other postretirement benefits | — | — | — | — | — | (0.2) | — | — |
| Shares withheld for taxes on vesting of share-based awards | — | — | (1.4) | — | — | — | — | — |
| Foreign currency translation adjustments | — | — | — | — | — | 3.2 | — | — |
| BALANCE, March 31, 2026 | 76.5 | $0.8 | $1,139.9 | $16.4 | $2,365.3 | $63.9 | $(425.1) | $0.5 |
| Net income (loss) | — | — | — | — | 50.4 | — | — | (3.4) |
| Share-based compensation cost | — | — | 9.2 | — | — | — | — | — |
| 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 | — | — | — | — | — | 0.2 | — | — |
| BALANCE, June 30, 2026 | 76.5 | $0.8 | $1,149.0 | $16.4 | $2,415.7 | $63.9 | $(425.1) | $(2.9) |
| Net income | — | — | — | — | 46.1 | — | — | 0.6 |
| Share-based compensation cost | — | — | 10.6 | — | — | — | — | — |
| Shares issued under share-based compensation plans, net | 0.1 | — | — | — | — | — | — | — |
| Net changes in pension and other postretirement benefits | — | — | — | — | — | (0.2) | — | — |
| Shares withheld for taxes on vesting of share-based awards | — | — | (6.0) | — | — | — | — | — |
| Foreign currency translation adjustments | — | — | — | — | — | (0.2) | — | — |
| BALANCE, September 30, 2026 | 76.6 | $0.8 | $1,153.6 | $16.4 | $2,461.8 | $63.5 | $(425.1) | $(2.3) |
| Shares Issued | Par Value | AdditionalPaid-inCapital | Warrants | Retained Earnings | AOCI | TreasuryShares | Non-controllingInterest | |
|---|---|---|---|---|---|---|---|---|
| BALANCE, December 31, 2024 | 76.2 | $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, net | 0.1 | — | — | — | — | — | — | — |
| 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, 2025 | 76.3 | $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, 2025 | 76.3 | $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 | — | — | — | — | — |
| Shares issued under share-based compensation plans, net | 0.1 | — | — | — | — | — | — | — |
| Net changes in pension and other postretirement benefits | — | — | — | — | — | (0.2) | — | — |
| 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, 2025 | 76.4 | $0.8 | $1,128.6 | $16.4 | $1,664.2 | $37.9 | $(400.1) | $2.8 |
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 and the Business Combination Agreement.
There wereno share repurchases during each of the three and nine months ended September 30, 2026. The following table summarizes shares repurchased, aggregate cost and the average per share price (in millions, except average per share price) for the three and nine months ended September 30, 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |
|---|---|---|
| 2025 | ||
| Shares repurchased | 1.5 | 1.5 |
| Aggregate cost | $75.0 | $75.0 |
| Average price per share | $48.88 | $48.88 |
As of September 30, 2026, we had approximately $175.0 million available for share repurchases pursuant to the Share Repurchase Program.
Note 10 -Income Taxes
We calculate 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. The consolidated effective tax rate for the three and nine months ended September 30, 2026, excluding the impact of discrete tax items, was 20.1% and 21.1%, respectively. The discrete tax expense for these periods primarily related to rig sales, partially offset by the resolution of prior period tax matters. See "Note 5 -Property and Equipment" for further disclosures regarding rigs sold during the period.
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 items for the nine months ended September 30, 2025, primarily related to the establishment of the valuation allowance on deferred tax assets. During the first quarter of 2025, we recognized $168.8 million of deferred tax expense related to the establishment of this valuation allowance, which resulted 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.
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 $29.0 million converted at current quarter-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 made payments of approximately $8.0 million and $18.0 million in the first quarter of 2025 and in 2024, respectively, for aggregate total payments of $26.0 million. These payments 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, 2026, 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
In December 2024, we reached a settlement agreement with the Australian tax authorities regarding tax assessments which related to the examination of certain of our tax returns for the years 2011 through 2016. In connection with this agreement, during the first quarter of 2025, we received refunds (including interest) totaling A$42.0 million (approximately $26.0 million at then-current exchange rates).
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. 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 and November 2025, ARO ordered the third and fourth newbuild jackups, Kingdom 3 and Kingdom 4, respectively, for a purchase price of approximately $300.0 million each. ARO paid a 25% down payment from cash on hand for Kingdom 3 and Kingdom 4. In August 2026, ARO ordered the fifth and sixth newbuild jackups, Kingdom 5 and Kingdom 6, for a purchase price of approximately $360.0 million each, with each order requiring a 25% down payment. ARO paid $45.0 million, representing 50% of the required down payment for Kingdom 5, using a combination of cash on hand and borrowings under ARO's revolving credit facility. The remaining $45.0 million down payment for Kingdom 5 and the full $90.0 million down payment for Kingdom 6 are expected to be paid in the fourth quarter of 2026 with cash from third-party financing or additional borrowings under ARO's revolving credit facility. The final payment for each newbuild rig will be due upon delivery.
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 and Surety Bonds
In the ordinary course of business with customers and others, we have entered into letters of credit and surety bonds 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 and surety bonds outstanding as of September 30, 2026 totaled $113.7 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 and surety bonds are not normally called, as we typically comply with the underlying performance requirements. As of September 30, 2026, we had collateral deposits in the amount of $14.8 million with respect to these agreements.
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 expenses, 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 expenses, Depreciation expense and Merger and integration expenses 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 (losses) 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, 2026 and 2025 are presented below (in millions):
Three Months Ended September 30, 2026
| Floaters | Jackups | ARO | Other | Reconciling Items | Consolidated Total | |
|---|---|---|---|---|---|---|
| Operating revenues: | ||||||
| Revenues (exclusive of reimbursable revenues) | $346.0 | $171.2 | $144.9 | $38.4 | $(144.9) | $555.6 |
| Reimbursable revenues | 13.3 | 17.6 | — | 7.1 | — | 38.0 |
| Total operating revenues | 359.3 | 188.8 | 144.9 | 45.5 | (144.9) | 593.6 |
| Operating expenses: | ||||||
| Contract drilling expenses (exclusive of depreciation and reimbursable expenses) | 188.8 | 129.2 | 91.7 | 20.8 | (50.6) | 379.9 |
| Reimbursable expenses | 12.9 | 16.5 | — | 8.0 | — | 37.4 |
| Total contract drilling expenses (exclusive of depreciation) | 201.7 | 145.7 | 91.7 | 28.8 | (50.6) | 417.3 |
| Depreciation | 17.7 | 16.2 | 28.8 | 8.1 | (23.5) | 47.3 |
| General and administrative | — | — | 7.7 | — | 18.0 | 25.7 |
| Merger and integration expenses | — | — | — | — | 15.5 | 15.5 |
| Other operating loss | 3.0 | — | — | — | — | 3.0 |
| Total operating expenses | 222.4 | 161.9 | 128.2 | 36.9 | (40.6) | 508.8 |
| Equity in losses of ARO | — | — | — | — | (3.5) | (3.5) |
| Operating income | $136.9 | $26.9 | $16.7 | $8.6 | $(107.8) | $81.3 |
| Property and equipment, net | $1,346.4 | $641.9 | $1,311.3 | $217.5 | $(1,257.9) | $2,259.2 |
| Capital expenditures | $60.3 | $35.1 | $69.5 | $25.7 | $(69.0) | $121.6 |
Three Months Ended September 30, 2025
| Floaters | Jackups | ARO | Other | Reconciling Items | Consolidated Total | |
|---|---|---|---|---|---|---|
| Operating revenues: | ||||||
| Revenues (exclusive of reimbursable revenues) | $293.0 | $216.7 | $156.8 | $45.9 | $(156.8) | $555.6 |
| Reimbursable revenues | 9.9 | 20.4 | — | 9.8 | — | 40.1 |
| Total operating revenues | 302.9 | 237.1 | 156.8 | 55.7 | (156.8) | 595.7 |
| Operating expenses: | ||||||
| Contract drilling expenses (exclusive of depreciation and reimbursable expenses) | 187.7 | 124.8 | 91.6 | 16.3 | (52.8) | 367.6 |
| Reimbursable expenses | 9.4 | 18.9 | — | 9.7 | — | 38.0 |
| Total contract drilling expenses (exclusive of depreciation) | 197.1 | 143.7 | 91.6 | 26.0 | (52.8) | 405.6 |
| Depreciation | 15.5 | 15.3 | 28.4 | 3.0 | (25.1) | 37.1 |
| General and administrative | — | — | 5.5 | — | 21.4 | 26.9 |
| Total operating expenses | 212.6 | 159.0 | 125.5 | 29.0 | (56.5) | 469.6 |
| Equity in earnings of ARO | — | — | — | — | 4.4 | 4.4 |
| 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 |
Nine Months Ended September 30, 2026
| Floaters | Jackups | ARO | Other | Reconciling Items | Consolidated Total | |
|---|---|---|---|---|---|---|
| Operating revenues: | ||||||
| Revenues (exclusive of reimbursable revenues) | $817.6 | $550.4 | $399.2 | $120.0 | $(399.2) | $1,488.0 |
| Reimbursable revenues | 29.3 | 45.8 | — | 35.1 | — | 110.2 |
| Total operating revenues | 846.9 | 596.2 | 399.2 | 155.1 | (399.2) | 1,598.2 |
| Operating expenses: | ||||||
| Contract drilling expenses (exclusive of depreciation and reimbursable expenses) | 507.3 | 401.9 | 238.4 | 70.9 | (117.8) | 1,100.7 |
| Reimbursable expenses | 28.3 | 42.4 | — | 34.8 | — | 105.5 |
| Total contract drilling expenses (exclusive of depreciation) | 535.6 | 444.3 | 238.4 | 105.7 | (117.8) | 1,206.2 |
| Depreciation | 50.6 | 48.9 | 75.7 | 20.4 | (61.0) | 134.6 |
| General and administrative | — | — | 25.4 | — | 52.8 | 78.2 |
| Merger and integration expenses | — | — | — | — | 40.5 | 40.5 |
| Other operating loss, net | 0.2 | — | — | — | — | 0.2 |
| Total operating expenses | 586.4 | 493.2 | 339.5 | 126.1 | (85.5) | 1,459.7 |
| Equity in earnings of ARO | — | — | — | — | 13.9 | 13.9 |
| Operating income | $260.5 | $103.0 | $59.7 | $29.0 | $(299.8) | $152.4 |
| Property and equipment, net | $1,346.4 | $641.9 | $1,311.3 | $217.5 | $(1,257.9) | $2,259.2 |
| Capital expenditures | $174.0 | $79.7 | $141.1 | $72.3 | $(139.1) | $328.0 |
Nine Months Ended September 30, 2025
| Floaters | Jackups | ARO | Other | Reconciling Items | Consolidated Total | |
|---|---|---|---|---|---|---|
| Operating revenues: | ||||||
| Revenues (exclusive of reimbursable revenues) | $968.7 | $614.6 | $431.4 | $122.4 | $(431.4) | $1,705.7 |
| Reimbursable revenues | 26.0 | 74.1 | — | 25.8 | — | 125.9 |
| Total operating revenues | 994.7 | 688.7 | 431.4 | 148.2 | (431.4) | 1,831.6 |
| Operating expenses: | ||||||
| Contract drilling expenses (exclusive of depreciation and reimbursable expenses) | 568.0 | 365.8 | 273.6 | 49.7 | (160.3) | 1,096.8 |
| Reimbursable expenses | 24.4 | 69.6 | — | 25.5 | — | 119.5 |
| Total contract drilling expenses (exclusive of depreciation) | 592.4 | 435.4 | 273.6 | 75.2 | (160.3) | 1,216.3 |
| Depreciation | 44.3 | 42.6 | 86.6 | 8.6 | (76.4) | 105.7 |
| General and administrative | — | — | 18.4 | — | 51.7 | 70.1 |
| Other operating loss | 7.8 | — | — | — | — | 7.8 |
| Total operating expenses | 644.5 | 478.0 | 378.6 | 83.8 | (185.0) | 1,399.9 |
| Equity in earnings of ARO | — | — | — | — | 5.9 | 5.9 |
| 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 |
Information about Geographic Areas
As of September 30, 2026, the geographic distribution of our and ARO's drilling rigs was as follows:
| Floaters | Jackups | Other | Total Valaris (1) | ARO | |
|---|---|---|---|---|---|
| Middle East & Africa | 5 | 5 | 7 | 17 | 9 |
| Europe | 3 | 10 | — | 13 | — |
| North & South America | 5 | 3 | — | 8 | — |
| Asia & Pacific Rim | — | 3 | — | 3 | — |
| Total | 13 | 21 | 7 | 41 | 9 |
(1)In September 2026, we sold VALARIS 111 for recycling and transferred possession of the rig to the buyer. Accordingly, the rig is excluded from the fleet table above as of September 30, 2026. However, due to a termination right stipulated within the sale agreement, the rig remained on our balance sheet and was classified as held for sale as of September 30, 2026. See "Note 5 -Property and Equipment" for additional information regarding the sale of VALARIS 111.
We provide management services in the Gulf of America ontwo rigs owned by a third party not included in the table above.
ARO has ordered four newbuild jackups (two which are under construction in the Middle East and two which were ordered in August 2026) that are 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, 2026 | December 31, 2025 | |
|---|---|---|
| Trade | $502.4 | $424.1 |
| Income tax receivables (1) | 6.5 | 49.8 |
| Other | 34.2 | 15.8 |
| 543.1 | 489.7 | |
| Allowance for doubtful accounts (2) | (5.0) | (14.9) |
| $538.1 | $474.8 |
(1)We received U.S. income tax refunds totaling approximately $43.0 million during the nine months ended September 30, 2026.
(2)During the second quarter of 2026, we recognized an $11.7 million reversal of previously recognized bad debt expense in connection with a favorable legal settlement resulting in the collection of outstanding customer invoices from 2020.
Other current assets consisted of the following (in millions):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Deferred costs | $62.0 | $37.7 |
| Prepaid taxes | 61.1 | 58.2 |
| Prepaid expenses | 22.0 | 13.3 |
| Other | 48.1 | 35.5 |
| $193.2 | $144.7 |
Accrued liabilities and other consisted of the following (in millions):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Current contract liabilities (deferred revenues) | $129.9 | $87.7 |
| Personnel costs | 73.9 | 81.6 |
| Income and other taxes payable | 61.8 | 73.9 |
| Accrued interest | 38.4 | 15.4 |
| Lease liabilities | 27.9 | 35.6 |
| Accrued claims | 14.8 | 21.3 |
| Other | 28.4 | 27.9 |
| $375.1 | $343.4 |
Other liabilities consisted of the following (in millions):
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Unrecognized tax benefits (inclusive of interest and penalties) | $136.6 | $136.2 |
| Noncurrent contract liabilities (deferred revenues) | 78.1 | 63.2 |
| Pension and other post-retirement benefits | 50.8 | 68.3 |
| Lease liabilities | 41.3 | 37.3 |
| Other | 18.8 | 20.8 |
| $325.6 | $325.8 |
Condensed Consolidated Statements of Operations Information
Other, net consisted of the following (in millions):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net gain on sale of property | $27.5 | $89.5 | $63.6 | $117.4 |
| Net foreign currency exchange gains (losses) | 0.3 | (1.8) | (3.1) | (16.1) |
| Net periodic pension and retiree medical income (loss) | 1.0 | (0.2) | 2.8 | (0.7) |
| Other income (expense) | (0.1) | 0.2 | 0.3 | (0.4) |
| $28.7 | $87.7 | $63.6 | $100.2 | |
Condensed Consolidated Statement of Cash Flows Information
The following table provides a reconciliation of the amount of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown within the Condensed Consolidated Statements of Cash Flows (in millions):
| September 30,2026 | December 31,2025 | |
|---|---|---|
| Cash and cash equivalents | $525.1 | $599.4 |
| Restricted cash—current (1) | 5.9 | 7.0 |
| Restricted cash—non-current (1) | 10.6 | 11.1 |
| $541.6 | $617.5 |
(1)Restricted cash consists primarily of collateral on letters of credit of $14.8 million and $16.3 million as of September 30, 2026 and December 31, 2025, respectively. Restricted cash—current is included in Other current assets and Restricted cash—non-current is included in Other assets in our Condensed Consolidated Balance Sheets. 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, 2026 and 2025 were as follows:
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2026 | September 30, 2025 | |||||||
| Floaters | Jackups | Other | Total | Floaters | Jackups | Other | Total | |
| BP plc ("BP") | 6% | 4% | 5% | 15% | 5% | 3% | 6% | 14% |
| Petróleo Brasileiro S.A. ("Petrobras") | 13% | —% | —% | 13% | 13% | —% | —% | 13% |
| Azule Energy ("Azule") | 7% | 4% | —% | 11% | 7% | 4% | —% | 11% |
| Equinor ASA ("Equinor") | 10% | —% | —% | 10% | 6% | —% | —% | 6% |
| Other customers (1) | 25% | 24% | 2% | 51% | 20% | 33% | 3% | 56% |
| 61% | 32% | 7% | 100% | 51% | 40% | 9% | 100% | |
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2026 | September 30, 2025 | |||||||
| Floaters | Jackups | Other | Total | Floaters | Jackups | Other | Total | |
| Petrobras | 15% | —% | —% | 15% | 13% | —% | —% | 13% |
| BP | 4% | 5% | 6% | 15% | 4% | 3% | 5% | 12% |
| Azule | 9% | 4% | —% | 13% | 7% | 3% | —% | 10% |
| Equinor | 8% | —% | —% | 8% | 6% | —% | —% | 6% |
| Other customers (1) | 17% | 28% | 4% | 49% | 24% | 32% | 3% | 59% |
| 53% | 37% | 10% | 100% | 54% | 38% | 8% | 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, 2026 | September 30, 2025 | |||||||
| Floaters | Jackups | Other | Total | Floaters | Jackups | Other | Total | |
| Brazil | $137.1 | $— | $— | $137.1 | $144.5 | $— | $— | $144.5 |
| Angola | 81.1 | 22.7 | — | 103.8 | 65.0 | 23.0 | — | 88.0 |
| United Kingdom | — | 93.4 | — | 93.4 | — | 99.4 | — | 99.4 |
| Gulf of America | 40.9 | — | 31.6 | 72.5 | 48.9 | — | 32.4 | 81.3 |
| Australia | — | 16.3 | — | 16.3 | 40.0 | 25.9 | — | 65.9 |
| Other countries (1) | 100.2 | 56.4 | 13.9 | 170.5 | 4.5 | 88.8 | 23.3 | 116.6 |
| $359.3 | $188.8 | $45.5 | $593.6 | $302.9 | $237.1 | $55.7 | $595.7 | |
| Nine Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2026 | September 30, 2025 | |||||||
| Floaters | Jackups | Other | Total | Floaters | Jackups | Other | Total | |
| Brazil | $361.2 | $— | $— | $361.2 | $462.7 | $— | $— | $462.7 |
| Angola | 225.8 | 69.5 | — | 295.3 | 149.5 | 48.6 | — | 198.1 |
| United Kingdom | — | 287.5 | — | 287.5 | — | 297.9 | — | 297.9 |
| Gulf of America | 122.7 | 1.0 | 96.0 | 219.7 | 180.0 | — | 93.2 | 273.2 |
| Australia | — | 48.5 | — | 48.5 | 117.6 | 111.5 | — | 229.1 |
| Other countries (1) | 137.2 | 189.7 | 59.1 | 386.0 | 84.9 | 230.7 | 55.0 | 370.6 |
| $846.9 | $596.2 | $155.1 | $1,598.2 | $994.7 | $688.7 | $148.2 | $1,831.6 | |
(1)Other countries includes locations that individually contributed to less than 10% of our total revenues.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.