VAL Shareholder/Stockholder Letter Transcript:
Shareholder
Information
Table of Contents
Annual General Meeting
The annual general meeting of shareholders will be
held in the Heron's Nest Room, Hamilton Princess, 76
Pitts Bay Road, Pembroke, Hamilton, HM 08,
Bermuda, at 8:00 a.m., Bermuda time and 6:00 a.m.
Houston time, on June 10, 2026.
Forward-Looking Statements
2
Contract Drilling Fleet
6
Market for Registrant s Common Equity,
Related Shareholder Matters and Issuer
Purchases of Equity Securities
8
Management s Discussion and Analysis of
Financial Condition and Results of Operations
11
Business Environment
15
Results of Operations
16
Email: web.queries@computershare.com
Hours: Monday through Friday, 8:30 a.m. to 6 p.m.
(ET)
Liquidity and Capital Resources
25
Critical Accounting Policies and Estimates
32
Corporate Governance, Board and Board
Committees Our website, www.valaris.com, contains
information regarding (i) the composition of our
Board of Directors and board committees, (ii)
corporate governance in general, (iii) shareholder
communications with the Board, (iv) the Valaris
Code of Business Conduct, (v) the Valaris Corporate
Governance Policy, (vi) Ethics Hotline reporting
provisions, and (vii) the charters of the board
committees. A direct link to the company s SEC
filings, including reports required under Section 16 of
the Securities Exchange Act of 1934, is located in the
Investors section of our website. Copies of these
documents may be obtained without charge by
contacting Valaris Investor Relations. Reasonable
expenses will be charged for copies of exhibits listed
in the back of SEC Forms 10-K and 10-Q. Please list
the exhibits you would like to receive and submit
your request in writing to Valaris Investor Relations
at the address below. We will notify you of the cost
and furnish the requested exhibits upon receipt
of payment.
New Accounting Pronouncements
35
Financial Statements and Supplementary Data
36
Management s Report on Internal Control Over
Financial Reporting
36
Reports of Independent Registered Public
Accounting Firm
37
Consolidated Statements of Operations
41
Consolidated Statements of
Comprehensive Income
42
Consolidated Balance Sheets
43
Consolidated Statements of Cash Flows
44
Notes to Consolidated Financial Statements
45
Board of Directors and Executive Management
Committee Members
92
Transfer Agent
Registered holders of our shares may direct their
questions to: Computershare Trust Company, N.A.
150 Royall St., Ste 101
Canton, MA 02021
1-800-736-3001
Valaris Investor Relations
5847 San Felipe, Suite 3300
Houston, Texas 77057-3008
(713) 789-1400
www.valaris.com
FORWARD-LOOKING STATEMENTS
Statements contained in this report 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 (the "Exchange Act"). Forward-looking statements include words or phrases such as
"anticipate," "believe," "estimate," "expect," "intend," "likely," "outlook," "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; our expectations regarding the
timing, completion and anticipated benefits of the pending business combination (the "Business Combination") with
Transocean Ltd.; the offshore drilling market, including supply and demand, customer drilling 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; the availability, delivery, mobilization, contract commencement or relocation
or other movement of rigs and the timing thereof; rig reactivations, enhancement, upgrade or repair and timing and
cost thereof; the suitability of rigs for future contracts; performance and expected benefits of our joint ventures,
including our joint venture with Saudi Arabian Oil Company ("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; divestitures of assets; general market, business and industry conditions, trends and outlook; general political
conditions, including political tensions, conflicts and war; the impacts and effects of public health crises, pandemics
and epidemics; future operations; the effectiveness of our cybersecurity programs; uncertainty around the use and
impacts of artificial intelligence ("AI") applications; expectations regarding our sustainability targets and strategy;
the impact of increasing regulatory complexity; the outcome of tax disputes, assessments and settlements; expense
management; and the likely outcome of litigation, legal proceedings, investigations or insurance or other claims or
contract disputes and the timing thereof.
Such statements are subject to numerous risks, uncertainties and assumptions that may cause actual results
to vary materially from those indicated, including:
delays in contract commencement dates or cancellation, suspension, renegotiation or termination with or
without cause of drilling contracts or drilling programs as a result of general or industry-specific economic
conditions, regulatory changes, mechanical difficulties, performance, delays in the delivery of critical
drilling equipment, failure of the customer to receive final investment decision (FID) for which the drilling
rig was contracted or other reasons;
changes in worldwide rig supply and demand, competition or technology;
general economic and business conditions, including recessions, inflation, volatility affecting the banking
system and financial markets, changing tariff and tax policies, trade disputes and adverse changes in the
level of international trade activity;
requirements to make significant expenditures in connection with customer drilling requirements, joint
ventures, rig reactivations and to comply with governing laws or regulations in the regions we operate;
loss of a significant customer or customer contract, as well as customer consolidation and changes to
customer strategy, including focusing on renewable energy projects;
our ability to attract and retain skilled personnel on commercially reasonable terms, whether due to labor
regulations, rising wages, unionization, or otherwise, or to retain employees;
the occurrence of cybersecurity incidents, attacks or other breaches to our information technology systems,
including our rig operating systems;
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the adequacy of sources of liquidity for us and our customers;
compliance with our debt agreements and debt restrictions that may limit our liquidity and flexibility;
our ability to obtain financing, service our debt, fund capital expenditures and pursue other business
opportunities;
risks inherent to drilling rig repairs, modifications, upgrades or reactivations, unexpected delays in
equipment delivery, engineering, design or commissioning issues following delivery, or changes in the
commencement, completion or service dates;
our ability to generate operational efficiencies from our shared services center and potential risks relating to
the processing of transactions and recording of financial information;
downtime and other risks associated with offshore rig operations, including rig or equipment failure,
damage and other unplanned repairs, the limited availability of transport vessels, hazards, self-imposed
drilling limitations and other delays due to severe storms and hurricanes and the limited availability or high
cost of insurance coverage for certain offshore perils, such as hurricanes in the Gulf of America or
associated removal of wreckage or debris;
our customers cancelling or shortening the duration of our drilling contracts, cancelling future drilling
programs and seeking pricing and other contract concessions from us;
decreases in levels of drilling activity and capital expenditures by our customers, whether as a result of the
global capital markets and liquidity, prices of oil and natural gas, changes in tax policy (such as the United
Kingdom s (the "U.K.") windfall tax on oil and gas producers in the British North Sea), climate change
concerns or otherwise, which may cause us to idle, stack or retire additional rigs;
impacts and effects of public health crises, pandemics and epidemics, the related public health measures
implemented by governments worldwide, the duration and severity of an outbreak and its impact on global
oil demand, the volatility in prices for oil and natural gas and the extent of disruptions to our operations;
disruptions to the operations and business of our key customers, suppliers and other counterparties,
including impacts affecting our supply chain and logistics;
governmental action, terrorism, cyber-attacks, piracy, military action and political and economic
uncertainties, including civil unrest, political demonstrations, mass strikes, or an escalation or additional
outbreak of armed hostilities or other crises in oil or natural gas producing areas, which may result in
expropriation, nationalization, confiscation or deprivation or destruction of our assets; suspension and/or
termination of contracts based on force majeure events or adverse environmental safety events; or volatility
in prices of oil and natural gas;
risks associated with operations in non-U.S. jurisdictions and the expansion into new geographical markets;
risks and challenges resulting from the use of AI by us, third-party service providers or our competitors;
disputes over production levels among members of the Organization of Petroleum Exporting Countries and
other oil and gas producing nations ( OPEC+ ), which could result in increased supply and/or volatility in
prices for oil and natural gas that could affect the markets for our services;
our ability to enter into, and the terms of, future drilling contracts for rigs currently idled and for rigs whose
contracts are expiring;
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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, including
any inability to collect receivables or resolve significant contractual or day rate disputes, and any
renegotiation, nullification, cancellation or breach of contracts with customers or other parties;
internal control risk due to changes in management, hiring of employees, employee reductions and our
shared service center;
governmental regulatory, legislative and permitting requirements affecting drilling operations, including
limitations on drilling locations, limitations on new oil and gas leasing in United States (the "U.S.") federal
lands and waters, and legislative or regulatory measures to limit or reduce greenhouse gas emissions
("GHG");
governmental policies that could reduce demand for hydrocarbons, including mandating or incentivizing the
conversion from internal combustion engine powered vehicles to electric-powered vehicles;
forecasts or expectations regarding the global energy transition, including consumer preferences for
alternative fuels and electric-powered vehicles, as part of the global energy transition;
increased scrutiny from regulators, market and industry participants, stakeholders and others in regard to
our sustainability practices and reporting;
our ability to achieve our sustainability aspirations, targets, goals and commitments, or the impact of any
changes to such matters;
potential impacts on our business resulting from climate-change, and the impact on our business from
climate-change related physical changes or changes in weather patterns;
new and future regulatory, legislative or permitting requirements, future lease sales, changes in laws, rules
and regulations that have or may impose increased financial responsibility, additional oil spill abatement
contingency plan capability requirements and other governmental actions that may result in claims of force
majeure or otherwise adversely affect our existing drilling contracts, operations or financial results;
environmental or other liabilities, risks, damages or losses, whether related to storms, hurricanes or other
weather-related events (including wreckage or debris removal), collisions, groundings, blowouts, fires,
explosions, cyber-attacks, terrorism or otherwise, for which insurance coverage and contractual indemnities
may be insufficient, unenforceable or otherwise unavailable;
tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws (including
global minimum tax initiatives), treaties and regulations, tax assessments and liabilities for taxes;
our ability to realize the expected benefits of our joint venture with Saudi Aramco, including our ability to
fund any required capital contributions or to enforce any payment obligations of the joint venture pursuant
to outstanding shareholder notes receivable and benefits of our other joint ventures;
the potentially dilutive impacts of outstanding warrants;
the costs, disruption and diversion of our management's attention associated with campaigns by activist
securityholders; and
adverse changes in foreign currency exchange rates.
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4/16/2026 Letter Continued (Full PDF)