VALARIS LIMITED Boldly
First
2023
Annual Report
Shareholder
Information
Annual General Meeting
The annual general meeting of shareholders will be held in the Verdmont Room, Rosewood Bermuda, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda, at 8:00 a.m., Bermuda time and 6:00 a.m. Houston time, on June 12, 2024.
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
Email: web.queries@computershare.com
Hours: Monday through Friday, 8:30 a.m. to 6 p.m. (ET)
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-Kand 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.
Valaris Investor Relations
5847 San Felipe, Suite 3300
Houston, Texas 77057-3008
- 789-1400www.valaris.com
Table of Contents
Forward-Looking Statements | 2 |
Contract Drilling Fleet | 5 |
Market for Registrant's Common Equity, | 8 |
Related Shareholder Matters and Issuer | |
Purchases of Equity Securities | |
Management's Discussion and Analysis of | 10 |
Financial Condition and Results of Operations | |
Business Environment | 14 |
Results of Operations | 15 |
Liquidity and Capital Resources | 23 |
Critical Accounting Policies and Estimates | 30 |
New Accounting Pronouncements | 32 |
Financial Statements and Supplementary Data | 33 |
Management's Report on Internal Control Over | 33 |
Financial Reporting | |
Reports of Independent Registered Public | 34 |
Accounting Firm | |
Consolidated Statements of Operations | 39 |
Consolidated Statements of | 40 |
Comprehensive Income (Loss) | |
Consolidated Balance Sheets | 41 |
Consolidated Statements of Cash Flows | 42 |
Notes to Consolidated Financial Statements | 43 |
Board of Directors and Executive Management | |
Committee Members |
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," "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, 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 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; 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, 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, including as a result of delivery of newbuild drilling rigs or reactivation of stacked drilling rigs;
- general economic and business conditions, including recessions, inflation, volatility affecting the banking system and financial markets and adverse changes in the level of international trade activity;
- requirements to make significant expenditures in connection with rig reactivations, customer drilling requirements 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;
- the adequacy of sources of liquidity for us and our customers;
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- risks inherent to drilling rig reactivations, repair, modification or upgrades, 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 Mexico 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 U.K.'s 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 the 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;
- 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 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, including contracts for newbuild rigs or acquired rigs, for rigs currently idled and for rigs whose contracts are expiring;
- 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;
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- governmental regulatory, legislative and permitting requirements affecting drilling operations, including limitations on drilling locations, limitations on new oil and gas leasing in U.S. federal lands and waters, and 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 or GHG legislation or regulations, 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, cyberattacks, 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, 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 warrants issued pursuant to the plan of reorganization;
- the costs, disruption and diversion of our management's attention associated with campaigns by activist securityholders; and
- adverse changes in foreign currency exchange rates.
In addition to the numerous risks, uncertainties and assumptions described above, you should also carefully read and consider "Item 1A. Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.
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Contract Drilling Fleet
The following table provides certain information about the rigs in our drilling fleet as of February 15, 2024:
Year | Maximum | |||||
Rig Name | Rig Type | Design | Water Depth/ | Location | Status | |
Delivered | Drilling Depth | |||||
Floaters | ||||||
VALARIS DS-4 | Drillship | 2010 | Dynamically Positioned | 12,000'/40,000' | Brazil | Under contract |
VALARIS DS-7 | Drillship | 2013 | Dynamically Positioned | 10,000'/40,000' | Spain | Under |
reactivation(2) | ||||||
VALARIS DS-8 | Drillship | 2015 | Dynamically Positioned | 12,000'/40,000' | Brazil | Under contract |
VALARIS DS-9 | Drillship | 2015 | Dynamically Positioned | 12,000'/40,000' | Angola | Under contract |
VALARIS DS-10 | Drillship | 2017 | Dynamically Positioned | 12,000'/40,000' | Nigeria | Under contract |
VALARIS DS-11 | Drillship | 2013 | Dynamically Positioned | 12,000'/40,000' | Spain | Preservation |
stacked(1) | ||||||
VALARIS DS-12 | Drillship | 2013 | Dynamically Positioned | 12,000'/40,000' | Egypt | Under contract |
VALARIS DS-13 | Drillship | 2023 | Dynamically Positioned | 12,000'/40,000' | Mobilizing(3) | Mobilizing(3) |
VALARIS DS-14 | Drillship | 2023 | Dynamically Positioned | 12,000'/40,000' | Mobilizing(3) | Mobilizing(3) |
VALARIS DS-15 | Drillship | 2014 | Dynamically Positioned | 12,000'/40,000' | Brazil | Under contract |
VALARIS DS-16 | Drillship | 2014 | Dynamically Positioned | 12,000'/40,000' | Gulf of Mexico | Under contract |
VALARIS DS-17 | Drillship | 2014 | Dynamically Positioned | 12,000'/40,000' | Brazil | Under contract |
VALARIS DS-18 | Drillship | 2015 | Dynamically Positioned | 12,000'/40,000' | Gulf of Mexico | Under contract |
VALARIS DPS-1 | Semisubmersible | 2012 | Dynamically Positioned | 10,000'/35,000' | Australia | Under contract |
VALARIS DPS-3 | Semisubmersible | 2010 | Dynamically Positioned | 8,500'/37,500' | Gulf of Mexico | Preservation |
stacked(1) | ||||||
VALARIS DPS-5 | Semisubmersible | 2012 | Dynamically Positioned | 8,500'/35,000' | Mexico | Under contract |
VALARIS DPS-6 | Semisubmersible | 2012 | Dynamically Positioned | 8,500'/35,000' | Gulf of Mexico | Preservation |
stacked(1) | ||||||
VALARIS MS-1 | Semisubmersible | 2011 | F&G ExD Millennium, Moored | 8,200'/40,000 | Australia | Under contract |
Jackups | ||||||
VALARIS 72 | Jackup | 1981 | Hitachi K1025N | 225'/25,000' | United Kingdom | Under contract |
VALARIS 75 | Jackup | 1999 | MLT Super 116-C | 400'/30,000' | Gulf of Mexico | Preservation |
stacked(1) | ||||||
VALARIS 76 | Jackup | 2000 | MLT Super 116-C | 350'/30,000' | Saudi Arabia | Preparing for (4) |
lease contract | ||||||
VALARIS 92 | Jackup | 1982 | MLT 116-C | 210'/25,000' | United Kingdom | Under contract |
VALARIS 102 | Jackup | 2002 | KFELS MOD V-A | 400'/30,000' | Gulf of Mexico | Preservation |
stacked(1) | ||||||
VALARIS 104 | Jackup | 2002 | KFELS MOD V-B | 400'/30,000' | UAE | Preservation |
stacked(1) | ||||||
VALARIS 106 | Jackup | 2005 | KFELS MOD V-B | 400'/30,000' | Indonesia | Under contract |
VALARIS 107 | Jackup | 2006 | KFELS MOD V-B | 400'/30,000' | Australia | Under contract |
VALARIS 108 | Jackup | 2007 | KFELS MOD V-B | 400'/30,000' | Saudi Arabia | Preparing for (4) |
lease contract | ||||||
VALARIS 109 | Jackup | 2008 | KFELS MOD V-Super B | 350'/35,000' | Namibia | Preservation |
stacked(1) | ||||||
VALARIS 110 | Jackup | 2015 | KFELS MOD V-B | 400'/35,000' | Qatar | Under contract |
VALARIS 111 | Jackup | 2003 | KFELS MOD V Enhanced B- | 400'/36,000' | Croatia | Preservation |
Class | stacked(1) | |||||
VALARIS 115 | Jackup | 2013 | Baker Marine Pacific Class 400 | 400'/30,000' | Brunei | Under contract |
VALARIS 116 | Jackup | 2008 | LT 240- C | 375'/35,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 117 | Jackup | 2009 | LT 240- C | 350'/35,000' | Mexico | Under contract |
VALARIS 118 | Jackup | 2012 | LT 240- C | 350'/35,000 | Trinidad | Under contract |
VALARIS 120 | Jackup | 2013 | KFELS Super A | 400'/40,000' | United Kingdom | Under contract |
VALARIS 121 | Jackup | 2013 | KFELS Super A | 400'/40,000' | United Kingdom | Under contract |
VALARIS 122 | Jackup | 2013 | KFELS Super A | 400'/40,000' | United Kingdom | Under contract |
5
Year | Maximum | |||||
Rig Name | Rig Type | Design | Water Depth/ | Location | Status | |
Delivered | Drilling Depth | |||||
Jackups | ||||||
(Continued) | ||||||
VALARIS 123 | Jackup | 2019 | KFELS Super A | 400'/40,000' | United Kingdom | Preparing for |
contract | ||||||
VALARIS 140 | Jackup | 2016 | LT Super 116E | 340'/30,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 141 | Jackup | 2016 | LT Super 116E | 340'/30,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 143 | Jackup | 2010 | LT EXL Super 116-E | 350'/35,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 144 | Jackup | 2010 | LT Super 116-E | 350'/35,000' | Gulf of Mexico | Under contract |
VALARIS 145 | Jackup | 2010 | LT Super 116-E | 350'/35,000' | Gulf of Mexico | Preservation |
stacked(1) | ||||||
VALARIS 146 | Jackup | 2011 | LT EXL Super 116-E | 320'/35,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 147 | Jackup | 2013 | LT Super 116-E | 350'/30,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 148 | Jackup | 2013 | LT Super 116-E | 350'/30,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS 247 | Jackup | 1998 | LT Super Gorilla | 400'/35,000' | United Kingdom | Preparing for |
contract | ||||||
VALARIS 248 | Jackup | 2000 | LT Super Gorilla | 400'/35,000' | United Kingdom | Under contract |
VALARIS 249 | Jackup | 2001 | LT Super Gorilla | 400'/35,000' | Trinidad | Under contract |
VALARIS 250 | Jackup | 2003 | LT Super Gorilla XL | 550'/35,000' | Saudi Arabia | Leased to ARO |
drilling | ||||||
VALARIS Viking | Jackup | 2010 | KEFLS N Class | 435'/35,000' | United Kingdom | Preservation |
stacked(1) | ||||||
VALARIS | Jackup | 2011 | KEFLS N Class | 400'/35,000' | United Kingdom | Preparing for |
Stavanger | contract | |||||
VALARIS Norway | Jackup | 2011 | KEFLS N Class | 400'/35,000' | United Kingdom | Under contract |
- Prior to stacking, upfront steps are taken to preserve the rig. This may include a quayside power source to dehumidify key equipment and/or provide electric current to the hull to prevent corrosion. Also, certain equipment may be removed from the rig for storage in a temperature-controlled environment. While stacked, large equipment that remains on the rig is periodically inspected and maintained by Valaris personnel. These steps are designed to reduce time and lower cost to reactivate the rig once returned to the active fleet.
(2)
(3)
Rig is being reactivated for a firm contract.
Rigs are mobilizing from South Korea to Las Palmas, Spain, where they will be stacked.
- Rigs are under-going contract preparations for lease contracts with ARO drilling.
The equipment on our drilling rigs includes engines, draw works, derricks, pumps to circulate drilling fluid, well control systems, drill string and related equipment. The engines power a top-drive mechanism that turns the drill string and drill bit so that the hole is drilled by grinding subsurface materials, which are then returned to the rig by the drilling fluid. The intended water depth, well depth and geological conditions are the principal factors that determine the size and type of rig most suitable for a particular drilling project.
Floater rigs consist of drillships and semisubmersibles. Drillships are purpose-built maritime vessels outfitted with drilling apparatus. Drillships are self-propelled and can be positioned over a drill site through the use of computer-controlled propellers or "thruster" dynamic positioning systems. Our drillships are capable of drilling in water depths of up to 12,000 feet and are suitable for deepwater drilling in remote locations because of their superior mobility and large load-carrying capacity. Although drillships are most often used for deepwater drilling and exploratory well drilling, drillships can also be used as a platform to carry out well maintenance or completion work such as casing and tubing installation or subsea tree installations.
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Semisubmersibles are drilling rigs with pontoons and columns that are partially submerged at the drilling location to provide added stability during drilling operations. Semisubmersibles are held in a fixed location over the ocean floor either by being anchored to the sea bottom with mooring chains or dynamically positioned by computer- controlled propellers or "thrusters" similar to that used by our drillships. Moored semisubmersibles are most commonly used for drilling in water depths of 4,499 feet or less. However, VALARIS MS-1, which is a moored semisubmersible, is capable of deepwater drilling in water depths greater than 5,000 feet. Dynamically positioned semisubmersibles generally are outfitted for drilling in deeper water depths and are well-suited for deepwater development and exploratory well drilling. Further, we have two hybrid semisubmersibles, VALARIS DPS-3 and VALARIS DPS-5, which leverage both moored and dynamically positioned configurations. This hybrid design provides multi-faceted drilling solutions to customers with both shallow water and deepwater requirements.
Jackup rigs stand on the ocean floor with their hull and drilling equipment elevated above the water on connected leg supports. Jackups are generally preferred over other rig types in shallow water depths of 400 feet or less, primarily because jackups provide a more stable drilling platform with above water well-control equipment. Our jackups are of the independent leg design where each leg can be fixed into the ocean floor at varying depths and equipped with a cantilever that allows the drilling equipment to extend outward from the hull over fixed platforms enabling safer drilling of both exploratory and development wells. The jackup hull supports the drilling equipment, jacking system, crew quarters, storage and loading facilities, helicopter landing pad and related equipment and supplies.
We own all rigs in our fleet and we manage the drilling operations for two platform rigs owned by a third-
party.
We lease various office, warehouse and storage facilities worldwide, including our corporate offices in Houston, Texas and other offices and facilities located in various countries in North America, South America, Europe, Africa and the Asia Pacific region. We own offices and other facilities in United States (Louisiana), Angola and Brazil.
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Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information
On April 30, 2021, pursuant to the plan of reorganization, the Company issued an aggregate of approximately 75.0 million Common Shares and 5.6 million Warrants and has listed the Common Shares and the Warrants on the New York Stock Exchange under the symbols "VAL" and "VAL WS", respectively.
Many of our shareholders hold shares electronically, all of which are owned by a nominee of the Depository Trust Company. We had 67 shareholders of record on February 1, 2024.
Dividends
We have not paid or declared any dividends on our Common Shares. Our Indenture and the Credit Agreement (as defined below) include provisions that limit our ability to pay dividends.
Bermuda Tax
We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermudian dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermudian dollars) in and out of Bermuda or to pay dividends to United States residents who are holders of our Common Shares.
At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares.
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Cumulative Total Shareholder Return
The chart below presents a comparison of the cumulative total shareholder return on our Common Shares, assuming $100 invested on May 3, 2021 (the first trading date after our emergence from the Chapter 11 Cases (as defined below)) for Valaris Limited, the Standard & Poor's MidCap 400 Index and Dow Jones US Select Oil Equipment & Services Index (the "Industry Index").
COMPARISON OF CUMULATIVE TOTAL RETURN(1)
Among Valaris Limited, the S&P MidCap 400 Index and the Industry Index
300 | 289.3 | |||
250 | ||||
200 | ||||
150 | 168.4 | |||
100 | 105.9 | |||
50 | ||||
0 | ||||
Relisting | 2021 | 2022 | 2023 | |
Valaris | S&P MidCap 400 | Industry Index |
May 3, 2021 | Fiscal Year Ended December 31, | ||||||||||
Relisting | 2021 | 2022 | 2023 | ||||||||
Valaris Limited | $ | 100.0 | $ | 151.9 | $ | 285.3 | $ | 289.3 | |||
S&P MidCap 400 | $ | 100.0 | $ | 104.6 | $ | 91.0 | $ | 105.9 | |||
Industry Index | $ | 100.0 | $ | 96.5 | $ | 160.7 | $ | 168.4 |
- Total return assuming reinvestment of dividends. Assumes $100 invested on May 3, 2021, which represents the first trading date after our emergence from the Chapter 11 Cases.
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Disclaimer
Valaris Ltd. published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2024 22:54:04 UTC.
