0000314808false00003148082024-10-302024-10-300000314808us-gaap:CommonClassAMember2024-10-302024-10-300000314808us-gaap:WarrantMember2024-10-302024-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2024
Valaris Limited
(Exact name of registrant as specified in its charter)
Bermuda001-0809798-1589854
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
Claredon House, 2 Church Street
Hamilton, Bermuda, HM 11
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTicker Symbol(s)Name of each exchange on which registered
Common Shares, $0.01 par value shareVALNew York Stock Exchange
Warrants to purchase Common SharesVAL WSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




TABLE OF CONTENTS







INFORMATION TO BE INCLUDED IN THE REPORT


Item 2.02 Results of Operations and Financial Condition
    Attached hereto as Exhibit 99.1 and incorporated by reference in its entirety into this Item 2.02 is a copy of the press release dated October 30, 2024 of Valaris Limited announcing its Third Quarter 2024 results.
    The information furnished in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
2


Item 9.01 Financial Statements and Exhibits
    (d) Exhibits
Exhibit No.Description
99.1
101Interactive data files pursuant to Rule 405 of Regulation S-T formatted in inline Extensible Business Reporting Language
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Valaris Limited
October 30, 2024/s/ CHRISTOPHER T. WEBER
Christopher T. Weber
Senior Vice President and Chief Financial Officer



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vlrhposclrrgb190701a09.jpg
www.valaris.com

Press Release

Valaris Reports Third Quarter 2024 Results

Hamilton, Bermuda, October 30, 2024… Valaris Limited (NYSE: VAL) ("Valaris" or the "Company") today reported third quarter 2024 results.

President and Chief Executive Officer Anton Dibowitz said, “We delivered strong operating performance and financial results in the third quarter, including solid free cash flow generation. Our fleetwide revenue efficiency of 98% included a full quarter of operations for VALARIS DS-7 following its contract startup in the second quarter. Building on our track record of safe, reliable and efficient operations, we are proud to be recognized for the second consecutive year by the Center for Offshore Safety with its Safety Leadership Award for the development of our Restricted Zone Analysis tool.”

Dibowitz added, “We maintain our conviction in the strength and duration of this upcycle and believe Valaris is well positioned to drive long-term value creation. While we have seen some customer demand deferred, the outlook for 2026 and beyond remains robust. We continue to focus on securing attractive, long-term work for our available rig fleet to support our earnings and cash flow growth."

Dibowitz concluded, “As expected, our free cash flow profile improved relative to the first half of the year, and we repurchased $100 million of shares during the third quarter. We remain committed to returning all future free cash flow to shareholders unless there is a better or more value accretive use for it.”

Financial and Operational Highlights

Net income of $63 million and Adjusted EBITDA of $150 million;
Revenue efficiency of 98%;
Generated $193 million of cash from operating activities and $111 million of free cash flow;
Repurchased $100 million of shares;
Recognized by the Center for Offshore Safety with its 2024 Safety Leadership Award for development of the Restricted Zone Analysis tool;
Full quarter of operations for drillship VALARIS DS-7 following completion of its reactivation and contract startup in the second quarter; and
Three-year contract extension for jackup VALARIS 118 awarded in October, adding $168 million of contract backlog.

Third Quarter Review

Net income decreased to $63 million from $151 million in the second quarter 2024. Net income included tax expense of $24 million compared to a tax benefit of $30 million in the second quarter. Adjusted EBITDA increased to $150 million from $139 million in the second quarter primarily due to a full quarter of operations for VALARIS DS-7 following its contract startup and higher average daily revenue for the floater fleet. These items were partially offset by lower utilization for VALARIS DPS-5 and DS-10 as well as out of service time and repair costs for VALARIS 249 due to leg repairs.

Revenues increased to $643 million from $610 million in the second quarter 2024. Excluding reimbursable items, revenues increased to $598 million from $573 million in the second quarter primarily due to an increase in operating days and amortized mobilization revenue associated with VALARIS 247, a full quarter of operations for VALARIS DS-7 and higher average daily revenue for the floater fleet. These items were partially offset by lower utilization for VALARIS DPS-5 and DS-10 as well as out of service time for VALARIS 249.
1



Contract drilling expense increased to $462 million from $439 million in the second quarter 2024. Excluding reimbursable items, contract drilling expense increased to $423 million from $407 million in the second quarter primarily due to an increase in amortized mobilization expense associated with VALARIS 247 and higher costs associated with a full quarter of operations for VALARIS DS-7. This was partially offset by lower reactivation expense and lower personnel costs for VALARIS DS-17 associated with a change in operating location.

Depreciation expense increased to $32 million from $30 million in the second quarter 2024 primarily due to new assets placed in service for certain rigs following reactivation projects and capital upgrades. General and administrative expense decreased to $31 million from $33 million in the second quarter 2024 primarily due to lower professional fees.

Other expense was $8 million compared to other income of $12 million in the second quarter 2024 primarily due to a decrease in interest income and foreign currency exchange losses compared to gains in the second quarter.

Tax expense was $24 million compared to tax benefit of $30 million in the second quarter 2024. The third quarter tax provision included an immaterial discrete tax expense and the second quarter tax provision included $64 million of discrete tax benefit, which were primarily attributable to changes in liabilities for unrecognized tax benefits associated with tax positions taken in prior years. Adjusted for discrete tax items, tax expense decreased to $24 million from $34 million in the second quarter.

Capital expenditures of $82 million decreased from $110 million in the second quarter 2024 primarily due to lower maintenance and upgrade capital expenditures.

Cash and cash equivalents and restricted cash decreased to $392 million as of September 30, 2024, from $410 million as of June 30, 2024. The decrease was primarily due to share repurchases and capital expenditures, partially offset by cash flow from operations.


Third Quarter Segment Review

Floaters

Floater revenues increased to $389 million from $384 million in the second quarter 2024. Excluding reimbursable items, revenues increased to $373 million from $370 million in the second quarter. The increase was primarily due to more operating days for VALARIS DS-7, which commenced a contract in the second quarter, and higher average daily revenue for the floater fleet mostly due to VALARIS DS-16, which started a new higher day rate contract late in the second quarter. This was partially offset by fewer operating days for VALARIS DPS-5 and DS-10, which completed their contracts in the third quarter.

Contract drilling expense decreased to $248 million from $257 million in the second quarter 2024. Excluding reimbursable items, contract drilling expense decreased to $235 million from $245 million in the second quarter. The decrease was primarily due to lower reactivation expense as VALARIS DS-7 returned to work in the second quarter and lower personnel expense for VALARIS DS-17 associated with a change in operating location. This was partially offset by higher costs associated with a full quarter of operations for VALARIS DS-7.

2


Jackups

Jackup revenues increased to $214 million from $186 million in the second quarter 2024. Excluding reimbursable items, revenues increased to $193 million from $167 million in the second quarter primarily due to operating days and amortized mobilization revenue associated with VALARIS 247, which commenced a contract offshore Australia in July following its mobilization from the UK. This was partially offset by out of service time for leg repairs on VALARIS 249.

Contract drilling expense increased to $157 million from $123 million in the second quarter 2024. Excluding reimbursable items, contract drilling expense increased to $137 million from $108 million in the second quarter primarily due to an increase in amortized mobilization expense associated with VALARIS 247 and repair costs for VALARIS 249.

ARO Drilling

Revenues decreased to $114 million from $124 million in the second quarter 2024 primarily due to the contract termination for VALARIS 143 in the second quarter and contract suspensions for VALARIS 147 and 148 during the third quarter. Subsequently, ARO elected to terminate these suspended contracts in October. Contract drilling expense of $94 million was in line with the second quarter.

Other

Revenues of $40 million were in line with the second quarter 2024. Contract drilling expense increased to $22 million from $20 million in the second quarter.

Three Months Ended
(Unaudited)
FloatersJackups
ARO (1)
Other
Reconciling Items (1)(2)
Consolidated Total
(in millions of $, except %)Q3
2024
Q2
2024
ChgQ3
2024
Q2
2024
ChgQ3
2024
Q2
2024
ChgQ3
2024
Q2
2024
ChgQ3
2024
Q2
2024
Q3
2024
Q2
2024
Chg
Revenues$389.0 $383.9 %$213.7 $185.8 15 %$113.7 $124.2 (8)%$40.4 $40.4 — %$(113.7)$(124.2)$643.1 $610.1 %
Operating expenses
Contract drilling247.7 257.4 %156.7 123.2 (27)%93.8 94.1 — %22.1 19.6 (13)%(58.2)(55.6)462.1 438.7 (5)%
Loss on impairment
— — — %— — — %28.4 — nm— — — %(28.4)— — — — %
Depreciation14.8 14.1 (5)%11.4 10.9 (5)%21.1 19.7 (7)%2.9 2.5 (16)%(18.5)(17.5)31.7 29.7 (7)%
General and admin.— — — %— — — %4.9 5.5 11 %— — — %25.7 27.0 30.6 32.5 %
Equity in losses of ARO— — — %— — — %— — — %— — — %(23.8)(0.3)(23.8)(0.3)nm
Operating income (loss)
$126.5 $112.4 13 %$45.6 $51.7 (12)%$(34.5)$4.9 nm$15.4 $18.3 (16)%$(58.1)$(78.4)$94.9 $108.9 (13)%
Net income (loss)$126.8 $114.1 11 %$45.7 $52.8 (13)%$(54.0)$(6.7)nm$16.3 $18.3 (11)%$(71.9)$(27.7)$62.9 $150.8 (58)%
Adjusted EBITDA$141.3 $126.4 12 %$57.0 $62.6 (9)%$15.0 $24.6 (39)%$18.3 $20.8 (12)%$(81.2)$(95.5)$150.4 $138.9 %
Adjusted EBITDAR$143.2 $137.3 %$57.0 $62.6 (9)%$15.0 $24.6 (39)%$18.3 $20.8 (12)%$(81.2)$(95.5)$152.3 $149.8 %
nm - Not meaningful

(1) The full operating results included above for ARO are not included within our consolidated results and thus deducted under "Reconciling Items" and replaced with our equity in earnings of ARO.

(2) 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, these 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."


As previously announced, Valaris will hold its third quarter 2024 earnings conference call at 9:00 a.m. CT (10:00 a.m. ET) on Thursday, October 31, 2024. An updated investor presentation will be available on the Valaris website after the call.

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About Valaris Limited

Valaris Limited (NYSE: VAL) is the industry leader in offshore drilling services across all water depths and geographies. Operating a high-quality rig fleet of ultra-deepwater drillships, versatile semisubmersibles, and modern shallow-water jackups, Valaris has experience operating in nearly every major offshore basin. Valaris maintains an unwavering commitment to safety, operational excellence, and customer satisfaction, with a focus on technology and innovation. Valaris Limited is a Bermuda exempted company. To learn more, visit the Valaris website at www.valaris.com.

Forward-Looking Statements

Statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "likely," "plan," "project," "could," "may," "might," "should," "will" and similar words and specifically include statements regarding expected financial performance; expected utilization, day rates, revenues, operating expenses, cash flows, contract status, terms and duration, contract backlog, capital expenditures, insurance, financing and funding; the offshore drilling market, including supply and demand, customer drilling programs and the attainment of requisite permits for such programs, stacking of rigs, effects of new rigs on the market and effect of the volatility of commodity prices; expected work commitments, awards, contracts and letters of intent; scheduled delivery dates for rigs; performance of our joint ventures, including our joint venture with Saudi Aramco; timing of the delivery of the Saudi Aramco Rowan Offshore Drilling Company ("ARO") newbuild rigs and the timing of additional ARO newbuild orders; the availability, delivery, mobilization, contract commencement, availability, relocation or other movement of rigs and the timing thereof; rig reactivations; suitability of rigs for future contracts; divestitures of assets; general economic, market, business and industry conditions, including inflation and recessions, trends and outlook; general political conditions, including political tensions, conflicts and war; cybersecurity attacks and threats; impacts and effects of public health crises, pandemics and epidemics; future operations; ability to renew expiring contracts or obtain new contracts, including for VALARIS DS-13 and VALARIS DS-14; increasing regulatory complexity; targets, progress, plans and goals related to sustainability matters; the outcome of tax disputes; assessments and settlements; and expense management. The forward-looking statements contained in this press release are subject to numerous risks, uncertainties and assumptions that may cause actual results to vary materially from those indicated, including cancellation, suspension, renegotiation or termination of drilling contracts and programs; our ability to obtain financing, service our debt, fund capital expenditures and pursue other business opportunities; adequacy of sources of liquidity for us and our customers; future share repurchases; actions by regulatory authorities, or other third parties; actions by our security holders; internal control risk; commodity price fluctuations and volatility, customer demand, loss of a significant customer or customer contract, downtime and other risks associated with offshore rig operations; adverse weather, including hurricanes; changes in worldwide rig supply, including as a result of reactivations and newbuilds; and demand, competition and technology; supply chain and logistics challenges; consumer preferences for alternative fuels and forecasts or expectations regarding the global energy transition; increased scrutiny of our sustainability targets, initiatives and reporting and our ability to achieve such targets or initiatives; changes in customer strategy; future levels of offshore drilling activity; governmental action, civil unrest and political and economic uncertainties, including recessions, volatility affecting the banking system and financial markets, inflation and adverse changes in the level of international trade activity; terrorism, piracy and military action; risks inherent to shipyard rig reactivation, upgrade, repair, maintenance or enhancement; our ability to enter into, and the terms of, future drilling contracts; suitability of rigs for future contracts; the cancellation of letters of intent or letters of award or any failure to execute definitive contracts following announcements of letters of intent, letters of award or other expected work commitments; the outcome of litigation, legal proceedings, investigations or other claims or contract disputes; governmental regulatory, legislative and permitting requirements affecting drilling operations; our ability to attract and retain skilled personnel on commercially reasonable terms; environmental or other liabilities, risks or losses; compliance with our debt agreements and debt restrictions that may limit our liquidity and flexibility, including in any return of capital plans; cybersecurity risks and threats; and changes in foreign currency exchange rates. In addition to the numerous factors described above, you should also carefully read and consider "Item 1A. Risk Factors" in Part I and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our most recent annual report on Form 10-K, which is available on the Securities and Exchange Commission's website at www.sec.gov or on the Investor Relations section of our website at www.valaris.com. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements, except as required by law.


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Investor & Media Contacts:
Nick Georgas
Vice President - Treasurer and Investor Relations
 +1-713-979-4632
Tim Richardson
Director - Investor Relations
 +1-713-979-4619

5


VALARIS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
OPERATING REVENUES$643.1 $610.1 $525.0 $483.8 $455.1 
OPERATING EXPENSES
Contract drilling (exclusive of depreciation)462.1 438.7 444.8 402.0 390.9 
Depreciation31.7 29.7 26.8 27.5 25.8 
General and administrative30.6 32.5 26.5 24.3 24.2 
Total operating expenses524.4 500.9 498.1 453.8 440.9 
EQUITY IN EARNINGS (LOSSES) OF ARO(23.8)(0.3)2.4 8.3 2.4 
OPERATING INCOME94.9 108.9 29.3 38.3 16.6 
OTHER INCOME (EXPENSE)
Interest income17.5 31.0 21.0 27.2 26.6 
Interest expense, net(22.4)(22.6)(17.7)(21.7)(19.4)
Other, net(2.8)3.5 5.8 (5.5)3.9 
(7.7)11.9 9.1 — 11.1 
INCOME BEFORE INCOME TAXES87.2 120.8 38.4 38.3 27.7 
PROVISION (BENEFIT) FOR INCOME TAXES24.3 (30.0)12.9 (790.2)10.7 
NET INCOME62.9 150.8 25.5 828.5 17.0 
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS1.7 (1.2)— 6.7 (4.1)
NET INCOME ATTRIBUTABLE TO VALARIS$64.6 $149.6 $25.5 $835.2 $12.9 
EARNINGS PER SHARE
Basic$0.89 $2.07 $0.35 $11.47 $0.18 
Diluted$0.88 $2.03 $0.35 $11.30 $0.17 
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic72.4 72.4 72.4 72.8 73.7 
Diluted73.2 73.7 73.6 73.9 74.8 
6


VALARIS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)

As of
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents$379.3 $398.3 $494.1 $620.5 $1,041.1 
Restricted cash12.9 12.0 15.0 15.2 16.2 
Accounts receivable, net555.8 631.7 510.9 459.3492.4 
Other current assets163.5 182.6 177.6 177.2178.7 
Total current assets$1,111.5 $1,224.6 $1,197.6 $1,272.2 $1,728.4 
PROPERTY AND EQUIPMENT, NET1,842.7 1,809.4 1,732.3 1,633.8 1,159.9 
LONG-TERM NOTES RECEIVABLE FROM ARO265.4 259.2 289.3 282.3275.2 
INVESTMENT IN ARO102.7 126.5 126.8 124.4116.1 
DEFERRED TAX ASSETS837.0 841.1 854.8 855.153.8 
OTHER ASSETS174.1 154.8 153.6 154.4151.5 
$4,333.4 $4,415.6 $4,354.4 $4,322.2 $3,484.9 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade$303.7 $347.0 $394.2 $400.1 $376.4 
Accrued liabilities and other388.6 360.6 366.5 344.2346.6 
Total current liabilities$692.3 $707.6 $760.7 $744.3 $723.0 
LONG-TERM DEBT1,081.8 1,081.0 1,080.1 1,079.3 1,079.4 
DEFERRED TAX LIABILITIES31.1 31.2 31.6 29.9 17.1 
OTHER LIABILITIES404.4 408.4 451.7 471.7465.4 
TOTAL LIABILITIES2,209.6 2,228.2 2,324.1 2,325.2 2,284.9 
TOTAL EQUITY2,123.8 2,187.4 2,030.3 1,997.0 1,200.0 
$4,333.4 $4,415.6 $4,354.4 $4,322.2 $3,484.9 





7


VALARIS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended September 30,
20242023
OPERATING ACTIVITIES
Net income$239.2 $38.3 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense88.2 73.6 
Accretion of discount on notes receivable from ARO(33.8)(21.2)
Share-based compensation expense22.4 19.5 
Equity in losses (earnings) of ARO21.7 (5.0)
Deferred income tax expense19.3 2.3 
Net (gain) loss on sale of property0.3 (27.9)
Loss on extinguishment of debt— 29.2 
Changes in contract liabilities(13.5)(3.9)
Changes in deferred costs32.6 (29.3)
Other5.0 5.2 
Changes in other operating assets and liabilities(131.0)94.5 
Contributions to pension plans and other post-retirement benefits(19.6)(4.5)
Net cash provided by operating activities$230.8 $170.8 
INVESTING ACTIVITIES
Additions to property and equipment$(343.4)$(233.1)
Net proceeds from disposition of assets0.2 29.2 
Net cash used in investing activities$(343.2)$(203.9)
FINANCING ACTIVITIES
Payments for share repurchases$(101.4)$(147.4)
Payments related to tax withholdings for share-based awards(29.7)(5.2)
Issuance of Second Lien Notes— 1,103.0 
Redemption of First Lien Notes— (571.8)
Debt issuance costs— (36.7)
Net cash provided by (used in) financing activities$(131.1)$341.9 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH$(243.5)$308.8 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD635.7 748.5 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$392.2 $1,057.3 

8


VALARIS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
OPERATING ACTIVITIES
Net income$62.9 $150.8 $25.5 $828.5 $17.0 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense31.7 29.7 26.8 27.5 25.8 
Equity in losses (earnings) of ARO23.8 0.3 (2.4)(8.3)(2.4)
Share-based compensation expense7.0 7.4 8.0 7.8 6.8 
Accretion of discount on notes receivable from ARO(6.2)(20.6)(7.0)(7.1)(7.2)
Deferred income tax expense (benefit)3.8 13.5 2.0 (788.7)(4.8)
Net (gain) loss on sale of property0.2 — 0.1 (0.7)— 
Changes in contract liabilities11.3 (17.8)(7.0)8.8 3.6 
Changes in deferred costs33.4 (3.0)2.2 3.2 (22.4)
Other0.8 2.4 1.8 0.6 2.7 
Changes in other operating assets and liabilities37.8 (147.5)(21.3)27.3 31.0 
Contributions to pension plans and other post-retirement benefits(13.5)(3.7)(2.4)(2.2)(1.9)
Net cash provided by operating activities$193.0 $11.5 $26.3 $96.7 $48.2 
INVESTING ACTIVITIES
Additions to property and equipment$(81.9)$(110.2)$(151.3)$(463.0)$(105.8)
Net proceeds from disposition of assets0.1 0.1 — 1.1 0.1 
Net cash used in investing activities$(81.8)$(110.1)$(151.3)$(461.9)$(105.7)
FINANCING ACTIVITIES
Payments for share repurchases$(100.0)$— $(1.4)$(51.2)$(83.0)
Payments for tax withholdings for share-based awards(29.3)(0.2)(0.2)(0.2)(4.8)
Debt issuance costs— — — (1.9)(5.7)
Issuance of Second Lien Notes— — — — 403.0 
Other— — — (3.1)— 
Net cash provided by (used in) financing activities$(129.3)$(0.2)$(1.6)$(56.4)$309.5 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH$(18.1)$(98.8)$(126.6)$(421.6)$252.0 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD410.3 509.1 635.7 1,057.3 805.3 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD$392.2 $410.3 $509.1 $635.7 $1,057.3 












9


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(In millions)
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
REVENUES
Floaters
Drillships$322.3 $291.5 $249.6 $190.7 $168.2 
Semisubmersibles50.9 78.9 60.2 56.3 64.1 
$373.2 $370.4 $309.8 $247.0 $232.3 
Reimbursable and Other Revenues (1)
15.8 13.5 14.6 16.2 11.0 
Total Floaters
$389.0 $383.9 $324.4 $263.2 $243.3 
Jackups (2)
HD Harsh Environment
$118.8 $87.6 $67.5 $76.6 $75.5 
HD & SD Modern58.4 63.7 56.9 79.0 68.8 
SD Legacy15.4 15.4 14.8 14.2 10.5 
$192.6 $166.7 $139.2 $169.8 $154.8 
Reimbursable and Other Revenues (1)
21.1 19.1 13.1 9.5 11.1 
Total Jackups
$213.7 $185.8 $152.3 $179.3 $165.9 
Other
Leased and Managed Rigs$32.4 $35.6 $42.1 $36.0 $40.1 
Reimbursable and Other Revenues (1)
8.0 4.8 6.2 5.3 5.8 
Total Other
$40.4 $40.4 $48.3 $41.3 $45.9 
Total Operating Revenues
$643.1 $610.1 $525.0 $483.8 $455.1 
Total Reimbursable and Other Revenues (1)
$44.9 $37.4 $33.9 $31.0 $27.9 
Revenues Excluding Reimbursable and Other Revenues
$598.2 $572.7 $491.1 $452.8 $427.2 

(1)Reimbursable and other revenues includes certain types of non-recurring reimbursable revenues, revenues earned during suspension periods and revenues attributable to amortization of contract intangibles.
(2)HD = Heavy Duty; SD = Standard Duty. Heavy duty jackups are well-suited for operations in tropical revolving storm areas.







10


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(In millions)
(Unaudited)
Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
ADJUSTED EBITDA (1)
Floaters
Drillships $130.9 $91.2 $55.6 $16.7 $2.8 
Semisubmersibles 10.4 35.2 15.4 20.5 25.4 
$141.3 $126.4 $71.0 $37.2 $28.2 
Jackups
HD Harsh Environment
$31.4 $36.3 $5.4 $21.1 $20.9 
HD & SD Modern20.0 21.3 8.6 30.1 20.4 
SD Legacy5.6 5.0 4.4 4.8 2.9 
$57.0 $62.6 $18.4 $56.0 $44.2 
Total$198.3 $189.0 $89.4 $93.2 $72.4 
Other
Leased and Managed Rigs $18.3 $20.8 $26.1 $23.2 $27.2 
Total$216.6 $209.8 $115.5 $116.4 $99.6 
Support costs
General and administrative expense$30.6 $32.5 $26.5 $24.3 $24.2 
Onshore support costs35.6 38.4 35.3 34.6 35.4 
$66.2 $70.9 $61.8 $58.9 $59.6 
Total
$150.4 $138.9 $53.7 $57.5 $40.0 

(1)Adjusted EBITDA is earnings before interest, tax, depreciation and amortization. Adjusted EBITDA for asset category also excludes onshore support costs and general and administrative expense.








11


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(In millions)
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
ADJUSTED EBITDAR (1)
Active Fleet (2)
$213.1 $218.1 $126.3 $137.5 $129.3 
Leased and Managed Rigs
18.3 20.8 26.1 23.2 27.2 
$231.4 $238.9 $152.4 $160.7 $156.5 
Stacked Fleet (3)
(12.9)(18.2)(6.6)(5.8)(6.0)
$218.5 $220.7 $145.8 $154.9 $150.5 
Support costs
General and administrative expense$30.6 $32.5 $26.5 $24.3 $24.2 
Onshore support costs35.6 38.4 35.3 34.6 35.4 
$66.2 $70.9 $61.8 $58.9 $59.6 
Total
$152.3 $149.8 $84.0 $96.0 $90.9 
Reactivation costs (4)
$1.9 $10.9 $30.3 $38.5 $50.9 

(1)Adjusted EBITDAR is earnings before interest, tax, depreciation, amortization and reactivation costs. Adjusted EBITDAR for active fleet, leased and managed rigs and stacked fleet also excludes onshore support costs and general and administrative expense.
(2)Active fleet represents rigs that are not preservation stacked and includes rigs that are in the process of being reactivated.
(3)Adjusted EBITDAR for the stacked fleet represents the combined total of all preservation and stacking costs.
(4)Reactivation costs, all of which are attributed to Valaris' active fleet, are excluded from adjusted EBITDAR.








12


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(In millions)
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
ADJUSTED EBITDAR (1)
Floaters
Drillships $132.8 $102.1 $85.9 $55.2 $53.7 
Semisubmersibles 10.4 35.2 15.4 20.5 25.4 
$143.2 $137.3 $101.3 $75.7 $79.1 
Jackups
HD Harsh Environment
$31.4 $36.3 $5.4 $21.1 $20.9 
HD & SD Modern20.0 21.3 8.6 30.1 20.4 
SD Legacy5.6 5.0 4.4 4.8 2.9 
$57.0 $62.6 $18.4 $56.0 $44.2 
Total$200.2 $199.9 $119.7 $131.7 $123.3 
Other
Leased and Managed Rigs$18.3 $20.8 $26.1 $23.2 $27.2 
Total$218.5 $220.7 $145.8 $154.9 $150.5 
Support costs
General and administrative expense$30.6 $32.5 $26.5 $24.3 $24.2 
Onshore support costs35.6 38.4 35.3 34.6 35.4 
$66.2 $70.9 $61.8 $58.9 $59.6 
Total
$152.3 $149.8 $84.0 $96.0 $90.9 

(1)Adjusted EBITDAR is earnings before interest, tax, depreciation, amortization and reactivation costs. Adjusted EBITDAR for asset category also excludes onshore support costs and general and administrative expense.







13


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(In millions)
(Unaudited)
As of
Oct 30, 2024Jul 29, 2024Apr 30, 2024Feb 15, 2024Nov 1, 2023
CONTRACT BACKLOG (1)
Floaters
Drillships$2,289.7 $2,508.3 $2,223.9 $2,307.6 $1,726.5 
Semisubmersibles106.0 122.1 180.7 224.1 259.5 
$2,395.7 $2,630.4 $2,404.6 $2,531.7 $1,986.0 
Jackups
HD Harsh Environment$635.1 $665.0 $607.0 $646.8 $327.9 
HD & SD Modern585.2 438.9 449.1 347.1 406.8 
SD Legacy178.4 189.0 128.8 173.5 186.9 
$1,398.7 $1,292.9 $1,184.9 $1,167.4 $921.6 
Total$3,794.4 $3,923.3 $3,589.5 $3,699.1 $2,907.6 
Other
Leased and Managed Rigs$310.4 $384.2 $427.7 $222.3 $250.5 
Total
$4,104.8 $4,307.5 $4,017.2 $3,921.4 $3,158.1 
(1)Our contract drilling backlog reflects commitments, represented by signed drilling contracts, and is calculated by multiplying the contracted day rate by the contract period. Contract drilling backlog includes drilling contracts subject to FID and drilling contracts which grant the customer termination rights if FID is not received with respect to projects for which the drilling rig is contracted. The contracted day rate excludes certain types of lump sum fees for rig mobilization, demobilization, contract preparation, as well as customer reimbursables and bonus opportunities.
















14


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
AVERAGE DAILY REVENUE (1)
Floaters
Drillships$386,000 $358,000 $328,000 $307,000 $288,000 
Semisubmersibles247,000 289,000 261,000 229,000 257,000 
$359,000 $340,000 $312,000 $285,000 $279,000 
Jackups
HD Harsh Environment
$163,000 $134,000 $123,000 $111,000 $116,000 
HD & SD Modern111,000 115,000 103,000 119,000 105,000 
SD Legacy84,000 85,000 81,000 79,000 83,000 
$133,000 $120,000 $108,000 $111,000 $108,000 
Total$228,000 $217,000 $197,000 $174,000 $171,000 
Other
Leased and Managed Rigs$32,000 $37,000 $45,000 $39,000 $44,000 
Total
$171,000 $167,000 $153,000 $136,000 $134,000 

(1)Average daily revenue is derived by dividing contract drilling revenues, adjusted to exclude certain types of non-recurring reimbursable revenues, revenues earned during suspension periods, revenues attributable to amortization of drilling contract intangibles and lump-sum revenues and amortization thereof, by the aggregate number of operating days.






















15


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
UTILIZATION - TOTAL FLEET (1)
Floaters
Drillships70 %69 %64 %60 %58 %
Semisubmersibles45 %60 %51 %53 %54 %
63 %66 %61 %58 %57 %
Jackups
HD Harsh Environment
72 %65 %55 %68 %64 %
HD & SD Modern44 %45 %44 %52 %51 %
SD Legacy100 %100 %100 %97 %69 %
60 %58 %53 %62 %58 %
Total61 %61 %56 %60 %57 %
Other
Leased and Managed Rigs100 %100 %100 %100 %100 %
Total
69 %69 %64 %68 %65 %
Pro Forma Jackups (2)
71 %68 %64 %70 %67 %

(1)Rig utilization is derived by dividing the number of operating days by the number of available days in the period for the total fleet.

(2)Includes all Valaris jackups including those leased to ARO Drilling.
















16


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
UTILIZATION - ACTIVE FLEET (1) (2)
Floaters
Drillships91 %90 %84 %68 %63 %
Semisubmersibles75 %100 %85 %89 %90 %
87 %92 %84 %72 %70 %
Jackups
HD Harsh Environment
88 %80 %67 %83 %79 %
HD & SD Modern82 %81 %69 %80 %79 %
SD Legacy100 %100 %100 %97 %68 %
87 %82 %71 %83 %78 %
Total87 %86 %76 %79 %75 %
Other
Leased and Managed Rigs100 %100 %100 %100 %100 %
Total
90 %90 %82 %84 %81 %
Pro Forma Jackups (3)
91 %88 %80 %88 %84 %

(1)Rig utilization is derived by dividing the number of operating days by the number of available days in the period for the active fleet.

(2)Active fleet represents rigs that are not preservation stacked and includes rigs that are in the process of being reactivated.

(3)Includes all Valaris jackups including those leased to ARO Drilling.



















17


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)
Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
AVAILABLE DAYS - TOTAL FLEET (1)
Floaters
Drillships1,196 1,183 1,183 1,032 1,012 
Semisubmersibles460 455 455 460 460 
1,656 1,638 1,638 1,492 1,472 
Jackups
HD Harsh Environment
1,012 1,001 1,001 1,012 1,012 
HD & SD Modern1,196 1,225 1,258 1,288 1,288 
SD Legacy184 182 182 184 184 
2,392 2,408 2,441 2,484 2,484 
Total4,048 4,046 4,079 3,976 3,956 
Other
Leased and Managed Rigs1,012 959 926 920 920 
Total
5,060 5,005 5,005 4,896 4,876 

(1)Represents the maximum number of days available in the period for the total fleet, calculated by multiplying the number of rigs in each asset category by the number of days in the period, irrespective of asset status.




















18


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
AVAILABLE DAYS - ACTIVE FLEET (1)
Floaters
Drillships920 910 910 920 920 
Semisubmersibles276 273 273 276 276 
1,196 1,183 1,183 1,196 1,196 
Jackups
HD Harsh Environment
828 819 819 828 828 
HD & SD Modern644 683 803 828 828 
SD Legacy184 182 182 184 184 
1,656 1,684 1,804 1,840 1,840 
Total2,852 2,867 2,987 3,036 3,036 
Other
Leased and Managed Rigs1,012 959 926 920 920 
Total
3,864 3,826 3,913 3,956 3,956 

(1)Represents the maximum number of days available in the period for the active fleet, calculated by multiplying the number of rigs in each asset category by the number of days in the period, for active rigs only. Active rigs are defined as rigs that are not preservation stacked.



















19


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
OPERATING DAYS (1)
Floaters
Drillships834 815 761 622 584 
Semisubmersibles206 273 231 245 249 
1,040 1,088 992 867 833 
Jackups
HD Harsh Environment
731 655 549 691 652 
HD & SD Modern528 552 555 665 654 
SD Legacy184 182 182 178 126 
1,443 1,389 1,286 1,534 1,432 
Total2,483 2,477 2,278 2,401 2,265 
Other
Leased and Managed Rigs1,012 959 926 920 920 
Total
3,495 3,436 3,204 3,321 3,185 

(1)Represents the total number of days under contract in the period. Days under contract equals the total number of days that rigs have earned and recognized day rate revenue, including days associated with early contract terminations, compensated downtime and mobilizations. When revenue is deferred and amortized over a future period, for example when we receive fees while mobilizing to commence a new contract or while being upgraded in a shipyard, the related days are excluded from days under contract.


















20


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
REVENUE EFFICIENCY (1)
Floaters
Drillships98 %99 %94 %88 %89 %
Semisubmersibles100 %100 %99 %94 %93 %
98 %99 %95 %90 %90 %
Jackups
HD Harsh Environment
93 %99 %100 %99 %99 %
HD & SD Modern100 %100 %99 %97 %97 %
SD Legacy100 %100 %100 %97 %99 %
96 %99 %99 %98 %98 %
Total
98 %99 %97 %93 %94 %

(1)Revenue efficiency is day rate revenue earned as a percentage of maximum potential day rate revenue.





























21


VALARIS LIMITED AND SUBSIDIARIES
OPERATING STATISTICS
(Unaudited)

As of
NUMBER OF RIGSSep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
Active Fleet (1)
Floaters
Drillships10 10 10 10 10 
Semisubmersibles
13 13 13 13 13 
Jackups
HD Harsh Environment
HD & SD Modern
SD Legacy
18 18 19 20 20 
Total Active Fleet31 31 32 33 33 
Stacked Fleet
Floaters
Drillships
Semisubmersibles
Jackups
HD Harsh Environment
HD & SD Modern
Total Stacked Fleet13 13 12 12 10 
Leased Rigs (2)
Jackups
HD Harsh Environment
HD & SD Modern
Total Leased Rigs
Total
53 53 53 53 51 
Managed Rigs (2)

(1)Active fleet represents rigs that are not preservation stacked, including rigs that are in the process of being reactivated.
(2)Leased rigs and managed rigs included in Other reporting segment.









22


ARO DRILLING
CONDENSED BALANCE SHEET INFORMATION
(In millions)
(Unaudited)
As of
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
Cash$129.3 $131.7 $69.5 $92.9 $110.3 
Other current assets129.4 157.8 198.3 184.0 191.2 
Non-current assets1,223.3 1,214.4 1,094.2 1,081.0 915.3 
Total assets$1,482.0 $1,503.9 $1,362.0 $1,357.9 $1,216.8 
Current liabilities$200.7 $173.2 $135.0 $136.0 $173.6 
Non-current liabilities1,176.9 1,172.2 1,057.6 1,056.8 886.2 
Total liabilities$1,377.6 $1,345.4 $1,192.6 $1,192.8 $1,059.8 
Shareholders' equity$104.4 $158.5 $169.4 $165.1 $157.0 
Total liabilities and shareholders' equity$1,482.0 $1,503.9 $1,362.0 $1,357.9 $1,216.8 

ARO DRILLING
CONDENSED INCOME STATEMENT INFORMATION
(In millions)
(Unaudited)
Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
Revenues$113.7 $124.2 $138.3 $133.7 $121.5 
Operating expenses
Contract drilling (exclusive of depreciation)93.8 94.1 98.3 88.0 92.0 
Loss on impairment
28.4 — — — — 
Depreciation21.1 19.7 19.0 19.5 15.8 
General and administrative4.9 5.5 5.8 6.3 5.6 
Operating income (loss)$(34.5)$4.9 $15.2 $19.9 $8.1 
Other expense, net15.3 13.4 13.1 3.6 9.0 
Provision (benefit) for income taxes4.2 (1.8)3.7 6.0 0.4 
Net income (loss)$(54.0)$(6.7)$(1.6)$10.3 $(1.3)
ARO Adjusted EBITDA
$15.0 $24.6 $34.2 $39.4 $23.9 

ARO Drilling condensed balance sheet and income statement information presented above represents 100% of ARO. Valaris has a 50% ownership interest in ARO.
23


ARO DRILLING
OPERATING STATISTICS
(Unaudited)

As of
(In millions)Oct 30, 2024Jul 29, 2024Apr 30, 2024Feb 15, 2024Nov 1, 2023
CONTRACT BACKLOG (1)
Owned Rigs$1,236.9 $1,322.9 $1,398.9 $1,475.4 $1,547.0 
Leased Rigs (2)
344.4 510.4 583.3 662.7 743.7 
Total$1,581.3 $1,833.3 $1,982.2 $2,138.1 $2,290.7 
(1)Contract drilling backlog reflects commitments, represented by signed drilling contracts, and is calculated by multiplying the contracted day rate by the contract period. The contracted day rate excludes certain types of lump sum fees for rig mobilization, demobilization, contract preparation, as well as customer reimbursables and bonus opportunities.
(2)Leased rigs backlog as of July 29, 2024, included approximately $113 million related to the drilling contracts for VALARIS 147 and VALARIS 148, which previously received suspension notices from Saudi Aramco. The contracts were subsequently terminated and are no longer included in leased rigs backlog as of October 30, 2024.

Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
AVERAGE DAILY REVENUE (1)
Owned Rigs$109,000$104,000$105,000$100,000$91,000
Leased Rigs (2)
98,000101,00099,00097,00098,000
Total$103,000$102,000$102,000$98,000$95,000
UTILIZATION (3)
Owned Rigs62 %77 %91 %96 %91 %
Leased Rigs (2)
71 %86 %93 %94 %95 %
Total66 %82 %92 %95 %93 %
REVENUE EFFICIENCY (4)
Owned Rigs70 %90 %98 %94 %99 %
Leased Rigs (2)
70 %91 %99 %98 %97 %
Total70 %91 %98 %96 %98 %
NUMBER OF RIGS (AT QUARTER END)
Owned Rigs99887
Leased Rigs (2)
99988
Total1818171615
AVAILABLE DAYS (5)
Owned Rigs828728728695644
Leased Rigs (2)
828765744736736
Total1,6561,4931,4721,4311,380
OPERATING DAYS (6)
Owned Rigs510561664668585
Leased Rigs (2)
590657692691697
Total1,1001,2181,3561,3591,282
(1)Average daily revenue is derived by dividing contract drilling revenues, adjusted to exclude certain types of non-recurring reimbursable revenues, revenues earned during suspension periods, revenues attributable to amortization of drilling contract intangibles and lump-sum revenues and amortization thereof, by the aggregate number of operating days.
(2)All ARO leased rigs are leased from Valaris.
(3)Rig utilization is derived by dividing the number of operating days by the number of available days in the period for the rig fleet.
(4)Revenue efficiency is day rate revenue earned as a percentage of maximum potential day rate revenue.
(5)Represents the maximum number of days available in the period for the rig fleet, calculated by multiplying the number of rigs in each asset category by the number of days in the period, irrespective of asset status.
(6)Represents the total number of days under contract in the period. Days under contract equals the total number of days that rigs have earned and recognized day rate revenue, including days associated with early contract terminations, compensated downtime and mobilizations. When revenue is deferred and amortized over a future period, for example when we receive fees while mobilizing to commence a new contract or while being upgraded in a shipyard, the related days are excluded from days under contract.
24


Non-GAAP Financial Measures (Unaudited)
To supplement Valaris’ condensed consolidated financial statements presented on a GAAP basis, this press release provides investors with Adjusted EBITDA, Adjusted EBITDAR and Free Cash Flow, which are non-GAAP measures.

Valaris defines "Adjusted EBITDA" as net income (loss) before income tax expense, interest expense, other (income) expense, depreciation expense, amortization, and equity in (earnings) losses of ARO. Adjusted EBITDA is a non-GAAP measure that our management uses to facilitate period-to-period comparisons of our core operating performance and to evaluate our long-term financial performance against that of our peers. We believe that this measure is useful to investors and analysts in allowing for greater transparency of our core operating performance and makes it easier to compare our results with those of other companies within our industry. Adjusted EBITDA should not be considered (a) in isolation of, or as a substitute for, net income (loss), (b) as an indication of cash flows from operating activities, or (c) as a measure of liquidity. Adjusted EBITDA may not be comparable to other similarly titled measures reported by other companies.

Valaris defines "Adjusted EBITDAR" as Adjusted EBITDA before reactivation costs. Adjusted EBITDAR is a non-GAAP measure that our management uses to assess the performance of our fleet excluding one-time rig reactivation costs. We believe that this measure is useful to investors and analysts in allowing for greater transparency of our core operating performance. Adjusted EBITDAR should not be considered (a) in isolation of, or as a substitute for, net income (loss), (b) as an indication of cash flows from operating activities, or (c) as a measure of liquidity. Adjusted EBITDAR may not be comparable to other similarly titled measures reported by other companies.

Valaris defines "ARO Adjusted EBITDA" as ARO's net income (loss) before income tax expense, other expense, net, depreciation expense and loss on impairment. ARO Adjusted EBITDA is a non-GAAP measure that our management uses to facilitate period-to-period comparisons of ARO's core operating performance and to evaluate ARO's long-term financial performance against that of ARO's peers. We believe that this measure is useful to investors and analysts in allowing for greater transparency of ARO's core operating performance and makes it easier to compare ARO's results with those of other companies within ARO's industry. ARO Adjusted EBITDA should not be considered (a) in isolation of, or as a substitute for, net income (loss), (b) as an indication of cash flows from operating activities, or (c) as a measure of liquidity. ARO Adjusted EBITDA may not be comparable to other similarly titled measures reported by other companies.

The Company is not able to provide a reconciliation of the Company's forward-looking Adjusted EBITDA, as discussed on its third quarter 2024 earnings conference call, to the most directly comparable GAAP measure without unreasonable effort because of the inherent difficulty in forecasting and quantifying certain amounts necessary for such a reconciliation, including forward-looking tax expense and other income (expense).

Valaris defines "Free Cash Flow" as net cash provided by operating activities less capital expenditures. Free Cash Flow is a non-GAAP measure that our management uses to assess the cash generation of our fleet after paying operating expenses and capital expenditures to maintain and upgrade our assets. We believe that this measure is useful to investors and analysts in allowing for greater transparency of the cash generation of our business.

Non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.




25


Reconciliation of Net Income (Loss) to Adjusted EBITDA

A reconciliation of net income as reported to Adjusted EBITDA is included in the tables below (in millions):
Three Months Ended
Sep 30, 2024Jun 30, 2024
VALARIS
Net income$62.9 $150.8 
Add (subtract):
Income tax expense (benefit)24.3 (30.0)
Interest expense, net22.4 22.6 
Other income(14.7)(34.5)
Operating income$94.9 $108.9 
Add:
Depreciation expense31.7 29.7 
Equity in losses of ARO23.8 0.3 
Adjusted EBITDA
$150.4 $138.9 

A reconciliation of net loss as reported to ARO Adjusted EBITDA is included in the tables below (in millions):
Three Months Ended
Sep 30, 2024Jun 30, 2024
ARO
Net loss$(54.0)$(6.7)
Add (subtract):
Income tax expense (benefit)4.2 (1.8)
Other expense, net15.3 13.4 
Operating income (loss)$(34.5)$4.9 
Add:
Depreciation expense21.1 19.7 
Loss on impairment
28.4 — 
ARO Adjusted EBITDA
$15.0 $24.6 












26


Reconciliation of Net Income to Adjusted EBITDA and Adjusted EBITDAR

(In millions)Three Months Ended
Sep 30, 2024Jun 30, 2024
FLOATERS
Net income$126.8 $114.1 
Subtract:
Other income(0.3)(1.7)
Operating income$126.5 $112.4 
Add (subtract):
Depreciation14.8 14.1 
Other costs— (0.1)
Adjusted EBITDA (1)
$141.3 $126.4 
Add:
Reactivation costs1.9 10.9 
Adjusted EBITDAR (1)
$143.2 $137.3 
JACKUPS
Net income$45.7 $52.8 
Subtract:
Other income(0.1)(1.1)
Operating income$45.6 $51.7 
Add:
Depreciation11.4 10.9 
Adjusted EBITDA (1)
$57.0 $62.6 
Adjusted EBITDAR (1)
$57.0 $62.6 
OTHER
Net income$16.3 $18.3 
Add (subtract):
Other income(0.9)— 
Operating income$15.4 $18.3 
Add:
Depreciation2.9 2.5 
Adjusted EBITDA (1)
$18.3 $20.8 
Adjusted EBITDAR (1)
$18.3 $20.8 

(1)Adjusted EBITDA and EBITDAR excludes onshore support costs and general and administrative expense.







27


Reconciliation of Net Income (Loss) to Adjusted EBITDAR

(In millions)Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
ACTIVE FLEET (1)
Net income$186.8 $186.6 $80.8 $78.7 $57.5 
Subtract:
Other income(0.4)(2.8)(7.0)(3.3)(1.0)
Operating income$186.4 $183.8 $73.8 $75.4 $56.5 
Add (subtract):
Reactivation costs1.9 10.9 30.3 38.5 50.9 
Depreciation
24.8 23.5 22.2 23.5 21.9 
Other
— (0.1)— 0.1 — 
Adjusted EBITDAR (2)
$213.1 $218.1 $126.3 $137.5 $129.3 
LEASED AND MANAGED RIGS
Net income$16.3 $18.3 $24.8 $22.1 $25.8 
Subtract:
Other income(0.9)— — — — 
Operating income$15.4 $18.3 $24.8 $22.1 $25.8 
Add (subtract):
Depreciation
2.9 2.5 1.3 1.2 1.3 
Other
— — — (0.1)0.1 
Adjusted EBITDAR (2)
$18.3 $20.8 $26.1 $23.2 $27.2 
STACKED FLEET
Net loss$(14.3)$(19.7)$(7.9)$(8.3)$(8.6)
Subtract:
Other income— — (0.1)(0.1)— 
Operating loss$(14.3)$(19.7)$(8.0)$(8.4)$(8.6)
Add (subtract):
Depreciation
1.4 1.5 1.4 2.7 2.5 
Other
— — — (0.1)0.1 
Adjusted EBITDAR (2)
$(12.9)$(18.2)$(6.6)$(5.8)$(6.0)
TOTAL FLEET
Net income$188.8 $185.2 $97.7 $92.5 $74.7 
Subtract:
Other income(1.3)(2.8)(7.1)(3.4)(1.0)
Operating income$187.5 $182.4 $90.6 $89.1 $73.7 
Add (subtract):
Reactivation costs1.9 10.9 30.3 38.5 50.9 
Depreciation
29.1 27.5 24.9 27.4 25.7 
Other
— (0.1)— (0.1)0.2 
Adjusted EBITDAR (2)
$218.5 $220.7 $145.8 $154.9 $150.5 
(1)Active fleet represents rigs that are not preservation stacked and includes rigs that are in the process of being reactivated.
(2)Adjusted EBITDAR for active fleet, leased and managed rigs and stacked fleet excludes onshore support costs and general and administrative expense.




28


Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In millions)Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
DRILLSHIPS
Net income (loss)$117.3 $79.6 $49.4 $4.7 $(9.9)
Subtract:
Other income(0.3)(1.5)(6.2)(2.0)(0.6)
Operating income (loss)$117.0 $78.1 $43.2 $2.7 $(10.5)
Add (subtract):
Depreciation
13.9 13.2 12.4 14.0 13.2 
Other— (0.1)— — 0.1 
Adjusted EBITDA (1)
$130.9 $91.2 $55.6 $16.7 $2.8 
SEMISUBMERSIBLES
Net income$9.5 $34.5 $14.7 $19.6 $24.4 
Subtract:
Other income— (0.2)(0.1)(0.1)— 
Operating income$9.5 $34.3 $14.6 $19.5 $24.4 
Add:
Depreciation0.9 0.9 0.8 1.0 1.0 
Adjusted EBITDA (1)
$10.4 $35.2 $15.4 $20.5 $25.4 


(1)Adjusted EBITDA for asset category excludes onshore support costs and general and administrative expense.


























29


Reconciliation of Net Income to Adjusted EBITDA

(In millions)Three Months Ended
Sep 30, 2024Jun 30, 2024Mar 31, 2024Dec 31, 2023Sep 30, 2023
HD HARSH ENVIRONMENT
Net income$24.8 $31.0 $0.4 $15.4 $15.4 
Add (subtract):
Other (income) expense0.2 (0.3)(0.3)(0.1)(0.2)
Operating income$25.0 $30.7 $0.1 $15.3 $15.2 
Add:
Depreciation
6.4 5.6 5.3 5.8 5.7 
Adjusted EBITDA (1)
$31.4 $36.3 $5.4 $21.1 $20.9 
HD & SD MODERN JACKUPS
Net income$17.6 $19.2 $6.4 $28.2 $17.7 
Subtract:
Other income(0.2)(0.8)(0.6)(1.2)(0.2)
Operating income$17.4 $18.4 $5.8 $27.0 $17.5 
Add:
Depreciation
2.6 2.9 2.8 3.0 2.9 
Other— — — 0.1 — 
Adjusted EBITDA (1)
$20.0 $21.3 $8.6 $30.1 $20.4 
SD LEGACY JACKUPS
Net income$3.3 $2.6 $2.0 $2.5 $1.3 
Add (subtract):
Other (income) expense(0.1)— 0.1 — — 
Operating income$3.2 $2.6 $2.1 $2.5 $1.3 
Add (subtract):
Depreciation
2.4 2.4 2.3 2.4 1.6 
Other— — — (0.1)— 
Adjusted EBITDA (1)
$5.6 $5.0 $4.4 $4.8 $2.9 

(1)Adjusted EBITDA for asset category excludes onshore support costs and general and administrative expense.











30


Reconciliation of Cash from Operating Activities to Free Cash Flow

(In millions)
Three Months Ended
Sep 30, 2024Jun 30, 2024
Net cash provided by operating activities$193.0 $11.5 
Additions to property and equipment(81.9)(110.2)
Free cash flow
$111.1 $(98.7)
31
v3.24.3
Document and Entity Information Document
Oct. 30, 2024
Entity Information [Line Items]  
Entity Central Index Key 0000314808
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name Valaris Limited
Entity Incorporation, State or Country Code D0
Entity File Number 001-08097
Entity Tax Identification Number 98-1589854
Entity Address, Address Line One Claredon House, 2 Church Street
Entity Address, City or Town Hamilton
Entity Address, Country BM
Entity Address, Postal Zip Code HM 11
City Area Code 44 (0)
Local Phone Number 20 7659 4660
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Class A  
Entity Information [Line Items]  
Title of 12(b) Security Common Shares, $0.01 par value share
Trading Symbol VAL
Security Exchange Name NYSE
Warrant  
Entity Information [Line Items]  
Title of 12(b) Security Warrants to purchase Common Shares
Trading Symbol VAL WS
Security Exchange Name NYSE

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