Valaris LtdVAL
Valaris Ltd Income Taxes Disclosure
INCOME TAXES
Valaris Limited is domiciled and a resident for tax purposes in Bermuda. Our subsidiaries conduct operations and earn income in numerous countries and are subject to the laws of taxing jurisdictions within those countries. The income of our non-Bermuda subsidiaries is not subject to Bermuda taxation.
During the fourth quarter of 2025, we adopted Update 2023-09 (see "Note 1 - Description of the Business and Summary of Significant Accounting Policies" for further discussion on Update 2023-09) on a prospective basis. As such, we have updated income tax disclosure presentations as of and for the year ended December 31, 2025 in order to comply with Update 2023-09, but have not retrospectively applied these presentational changes to any of the prior periods presented. This adoption of Update 2023-09 resulted in presentational differences of our income tax disclosures and did not result in a change to the calculations of our income before income taxes, current tax expense, deferred tax expense or effective tax rates for the year ended December 31, 2025.
Our income before income taxes and benefit for income taxes for the year ended December 31, 2025 are summarized as follows (in millions):
Income (loss) before income taxes: | |||||
| Bermuda | $ | (107.4) | |||
| Foreign | |||||
U.S. | 42.2 | ||||
Other foreign | 617.5 | ||||
Total foreign | 659.7 | ||||
| Total income before income taxes | $ | 552.3 | |||
Provision (benefit) for income taxes: | |||||
Current tax expense: | |||||
| Bermuda federal | $ | — | |||
| Bermuda state | — | ||||
| Foreign | |||||
U.S. | 13.7 | ||||
Other foreign | 74.6 | ||||
Total foreign | 88.3 | ||||
Total current tax expense | $ | 88.3 | |||
Deferred tax benefit: | |||||
| Bermuda federal | $ | — | |||
| Bermuda state | — | ||||
| Foreign | |||||
| U.S. | (1.7) | ||||
| Other foreign | (513.4) | ||||
| Total foreign | (515.1) | ||||
Total deferred tax benefit | $ | (515.1) | |||
Total provision (benefit) for income taxes: | |||||
| Bermuda federal | $ | — | |||
| Bermuda state | — | ||||
| Foreign | |||||
| U.S. | 12.0 | ||||
| Other foreign | (438.8) | ||||
| Total foreign | (426.8) | ||||
Total benefit for income taxes | $ | (426.8) | |||
Our income before income taxes and provision for income taxes for the years ended December 31, 2024 and 2023 are summarized as follows (in millions):
Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Income before income taxes: | |||||||||||
U.S. | $ | 49.8 | $ | 30.7 | |||||||
Non-U.S. | 320.4 | 53.5 | |||||||||
| $ | 370.2 | $ | 84.2 | ||||||||
Current income tax expense (benefit): | |||||||||||
| U.S. | $ | 11.5 | $ | (30.3) | |||||||
| Non-U.S. | (16.9) | 34.1 | |||||||||
| (5.4) | 3.8 | ||||||||||
| Deferred income tax expense (benefit): | |||||||||||
| U.S. | (4.4) | 1.9 | |||||||||
| Non-U.S. | 10.2 | (788.3) | |||||||||
| 5.8 | (786.4) | ||||||||||
| Total income tax expense (benefit) | $ | 0.4 | $ | (782.6) | |||||||
Effective Tax Rate
Income tax rates and taxation systems in the jurisdictions in which our subsidiaries conduct operations vary and our subsidiaries are frequently subjected to minimum taxation regimes. In some jurisdictions, tax liabilities are based on gross revenues, statutory deemed profits or other factors, rather than on net income, and our subsidiaries are frequently unable to realize tax benefits when they operate at a loss. Accordingly, during periods of declining profitability, our income tax expense may not decline proportionally with income, which could result in higher effective income tax rates. Furthermore, we will continue to incur income tax expense in periods in which we operate at a loss.
Our drilling rigs frequently move from one taxing jurisdiction to another to perform contract drilling services. In some instances, the movement of drilling rigs among taxing jurisdictions will involve the transfer of ownership of the drilling rigs among our subsidiaries. As a result of frequent changes in the taxing jurisdictions in which our drilling rigs are operated and/or owned, changes in profitability levels and changes in tax laws, our annual effective income tax rate may vary substantially from one reporting period to another.
As a Bermuda-domiciled company, Valaris Limited is subject to a 15.0% Bermuda corporate income tax, which became effective on January 1, 2025. In addition, we are subject to other income taxes, including those in the U.S. and in various foreign jurisdictions. Our consolidated effective tax rate reconciliation for the year ended December 31, 2025 is summarized below (in millions, except percentages):
| Amount | % | ||||||||||
| Bermuda federal statutory rate | $ | 82.8 | 15.0 | % | |||||||
| Changes in valuation allowances | 16.1 | 2.9 | % | ||||||||
| Foreign tax effects | |||||||||||
| Angola | |||||||||||
| Withholding taxes | 16.5 | 3.0 | % | ||||||||
| Changes in valuation allowances | (8.0) | (1.4) | % | ||||||||
| Other | 8.4 | 1.5 | % | ||||||||
| Brazil | |||||||||||
| Tax rate differential | 11.5 | 2.1 | % | ||||||||
| Other | (3.1) | (0.6) | % | ||||||||
| British Virgin Islands | |||||||||||
| Tax rate differential | 6.3 | 1.1 | % | ||||||||
| Luxembourg | |||||||||||
| Changes in valuation allowances | (1,092.2) | (197.8) | % | ||||||||
Prior period tax matters | (54.8) | (9.9) | % | ||||||||
| Cross border income inclusion | 9.5 | 1.7 | % | ||||||||
| State and local tax rate differential | 9.2 | 1.7 | % | ||||||||
| Other | 4.8 | 0.9 | % | ||||||||
| Saudi Arabia | |||||||||||
| Withholding taxes | 6.3 | 1.1 | % | ||||||||
| Other | 2.8 | 0.5 | % | ||||||||
| Switzerland | |||||||||||
| Changes in valuation allowances | 383.9 | 69.5 | % | ||||||||
| Prior period tax matters | 156.2 | 28.3 | % | ||||||||
| Tax rate differential | (25.2) | (4.6) | % | ||||||||
State and local tax rate differential | 13.4 | 2.4 | % | ||||||||
Global minimum taxes | 5.5 | 1.0 | % | ||||||||
| Other | (1.4) | (0.3) | % | ||||||||
| Trinidad | |||||||||||
| Tax rate differential | 6.6 | 1.2 | % | ||||||||
| Changes in valuation allowances | (5.2) | (0.9) | % | ||||||||
| Other | (1.5) | (0.3) | % | ||||||||
| United Kingdom | |||||||||||
| Changes in valuation allowances | 10.0 | 1.8 | % | ||||||||
| United States | |||||||||||
| Changes in valuation allowances | (17.2) | (3.1) | % | ||||||||
| Expiration of foreign tax credits | 16.3 | 3.0 | % | ||||||||
| Other | 6.6 | 1.2 | % | ||||||||
Other foreign jurisdictions (1) | 12.8 | 2.3 | % | ||||||||
| Changes in unrecognized tax benefits | (3.7) | (0.6) | % | ||||||||
| Total | $ | (426.8) | (77.3) | % | |||||||
(1)Other foreign jurisdictions includes the aggregated remaining foreign jurisdictions for which there were no foreign tax effects reconciling items which exceeded the 5% disclosure threshold.
Our consolidated effective tax rate reconciliations for the years ended December 31, 2024 and 2023 are summarized below (in millions, except percentages):
| Years Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
Bermuda statutory income tax rate | — | % | — | % | |||||||
Non-Bermuda taxes | 25.6 | 74.0 | |||||||||
| Valuation allowance | (2.3) | (953.6) | |||||||||
Resolution of prior year items | (23.2) | (49.9) | |||||||||
| Effective income tax rate | 0.1 | % | (929.5) | % | |||||||
Our 2025 consolidated effective income tax rate includes discrete tax expense of $153.7 million, primarily attributable to the establishment of a valuation allowance in connection with the retirement of the Retired Semis, partially offset by discrete tax benefit attributable to rig impairments.
Our 2024 consolidated effective income tax rate includes discrete tax benefit of $85.8 million primarily attributable to changes in liabilities for unrecognized tax benefits associated with tax positions taken in prior years.
Our 2023 consolidated effective income tax rate includes discrete tax benefit of $42.0 million primarily attributable to changes in liabilities for unrecognized tax benefits associated with tax positions taken in prior years.
Excluding the impact of the aforementioned discrete tax items, our consolidated effective income rates for the years ended December 31, 2025, 2024 and 2023 were (92.2)%, 21.8% and (872.3)%, respectively. The changes in our consolidated effective income tax rate excluding discrete tax items during the three-year period result primarily from changes in the relative components of our earnings from the various taxing jurisdictions in which our drilling rigs are operated and/or owned and differences in tax rates in such taxing jurisdictions.
Deferred Taxes
The components of deferred income tax assets and liabilities are summarized as follows (in millions):
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Deferred tax assets: | ||||||||||||||
| Net operating loss carryforwards | $ | 3,103.9 | $ | 3,071.8 | ||||||||||
| Property and equipment | 1,397.4 | 1,555.4 | ||||||||||||
| Interest limitation carryforwards | 112.9 | 126.0 | ||||||||||||
| Employee benefits, including share-based compensation | 28.0 | 36.6 | ||||||||||||
| Foreign tax credits | 0.2 | 16.4 | ||||||||||||
| Other | 17.9 | 21.9 | ||||||||||||
| Valuation allowance | (3,292.3) | (3,971.3) | ||||||||||||
| Total deferred tax assets | 1,368.0 | 856.8 | ||||||||||||
| Deferred tax liabilities | (26.9) | (26.7) | ||||||||||||
| Net deferred tax asset | $ | 1,341.1 | $ | 830.1 | ||||||||||
The realization of substantially all of our deferred tax assets is dependent upon generating sufficient taxable income during future periods in various jurisdictions in which we operate. We rely on projected taxable income from both current and future drilling contracts for the recognition of deferred tax assets. Realization of certain of our deferred tax assets is not assured. We recognize a valuation allowance for deferred tax assets when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized. The amount of deferred tax assets considered realizable could increase or decrease in the near-term if our estimates of future taxable income change.
As of December 31, 2025, we had gross deferred tax assets of $3.1 billion relating to $13.6 billion of net operating loss ("NOL") carryforwards and $112.9 million of interest limitation carryforwards, primarily related to the U.S., Luxembourg and the U.K., which can be used to reduce our income taxes payable in future years. NOL carryforwards, which were generated in various jurisdictions worldwide, include $8.4 billion that do not expire and $5.2 billion that will expire, if not utilized, between 2026 and 2042. Deferred tax assets for NOL carryforwards as of December 31, 2025 include $2.3 billion, $614.9 million, $75.7 million, $58.7 million, $27.2 million and $21.2 million pertaining to NOL carryforwards in Luxembourg, the U.S., the U.K., Bermuda, Switzerland and Trinidad, respectively. Interest limitation carryforwards generally do not expire. Additionally, as a result of our emergence from bankruptcy, the utilization of certain U.S. deferred tax assets including, but not limited to, NOL carryforwards and interest limitation carryforwards is limited to $0.5 million annually.
We had a $3.3 billion and a $4.0 billion valuation allowance as of December 31, 2025 and 2024, respectively, on deferred tax assets relating to those assets for which we are not more likely than not to realize due to the inability to generate sufficient taxable income in the period prior to expiration and/or of the character necessary to use the benefit of the deferred tax assets.
During the years ended December 31, 2025, 2024 and 2023, we recognized a deferred tax benefit of $523.2 million, $8.5 million and $802.9 million, respectively, associated with changes in deferred tax asset valuation allowances. The deferred tax benefit in 2025 includes a $1.1 billion reduction of our valuation allowance in Luxembourg, which was partially offset by a $383.9 million increase to the valuation allowance in Switzerland, driven in part by the establishment of a $168.8 million valuation allowance resulting from a change in estimated future taxable income in a certain operating jurisdiction in connection with the retirement of the Retired Semis. The deferred tax benefit in 2023 primarily related to a $799.5 million reduction of our valuation allowance.
The net reductions to the valuation allowances for 2025 and 2023 were due to changes in the balances of relevant positive and negative evidence considered when assessing the realization of our deferred tax assets in certain operating jurisdictions. After considering the balance of evidence, which included historical financial results, projected earnings, contract backlog, day rates and market outlook, we determined that sufficient positive evidence existed to conclude that these portions of the valuation allowance on deferred tax assets were no longer needed. We intend to continue maintaining a valuation allowance on a substantial portion of our deferred tax assets until there is sufficient evidence to support a reversal of such allowances. The timing and amount of future valuation allowance reductions are subject to future levels of contracting and profitability achieved.
Unrecognized Tax Benefits
Our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information.
As of December 31, 2025, we had $94.8 million of unrecognized tax benefits, of which $88.2 million was included in Other liabilities on our Consolidated Balance Sheet, and $6.6 million, which is associated with tax positions taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets.
As of December 31, 2024, we had $93.5 million of unrecognized tax benefits, of which $82.8 million was included in Other liabilities on our Consolidated Balance Sheet, $10.7 million, which is associated with tax positions taken in tax years with NOL carryforwards, was presented as a reduction of deferred tax assets.
If recognized, $88.2 million of the $94.8 million unrecognized tax benefits as of December 31, 2025 would impact our consolidated effective income tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2025, 2024 and 2023 (in millions) were as follows:
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Balance, beginning of period | $ | 93.5 | $ | 201.4 | $ | 217.6 | ||||||||||||||
Increases as a result of tax positions taken during prior years | 10.2 | 4.1 | 88.6 | |||||||||||||||||
Decreases as a result of tax positions taken during prior years | (8.6) | (1.4) | (3.4) | |||||||||||||||||
| Settlements with taxing authorities | (7.0) | (103.5) | (41.8) | |||||||||||||||||
| Impact of foreign currency exchange rates | 6.5 | (7.9) | 0.6 | |||||||||||||||||
Increases as a result of tax positions taken during the current year | 1.3 | 2.7 | 13.4 | |||||||||||||||||
| Lapse of applicable statutes of limitations | (1.1) | (1.9) | (73.6) | |||||||||||||||||
| Balance, end of period | $ | 94.8 | $ | 93.5 | $ | 201.4 | ||||||||||||||
Accrued interest and penalties totaled $48.0 million and $45.5 million as of December 31, 2025 and 2024, respectively, and were included in Other liabilities on our Consolidated Balance Sheets. We recognized a net expense of $1.5 million, and net benefits of $8.0 million and $35.4 million associated with interest and penalties during the years ended December 31, 2025, 2024 and 2023, respectively. Interest and penalties are included in Current income tax expense in our Consolidated Statements of Operations.
Three of our subsidiaries file or previously filed U.S. tax returns and the tax returns of one or more of these subsidiaries is under exam for tax years 2014 and subsequent years. None of these examinations are expected to have a significant impact on the Company's consolidated results of operations and cash flows. Tax years as early as 2005 remain subject to examination in the other major tax jurisdictions in which we operated.
Statutes of limitations applicable to certain of our tax positions lapsed during the years ended December 31, 2025, 2024 and 2023, resulting in net income tax benefits, inclusive of interest and penalties, of $1.4 million, $2.7 million and $77.3 million, respectively.
Absent the commencement of examinations by tax authorities, statutes of limitations applicable to certain of our tax positions will lapse during 2026, but we do not expect these to have a material impact to our unrecognized tax benefits or effective income tax rate.
Tax Assessments
Malaysia Tax Assessment
In February 2024, one of our Malaysian subsidiaries received an unfavorable court decision regarding a tax assessment for the 2012-2017 tax years totaling approximately MYR117.0 million (approximately $29.0 million converted at current quarter-end exchange rates), including a late payment penalty. In July 2024, we received a payment demand from the Malaysian tax authority for the full assessment amount. In order to further contest the assessment, we made payments of approximately $8.0 million and $18.0 million in 2025 and 2024, respectively, for aggregate total payments of $26.0 million as of December 31, 2025. These payments are included within Other assets in the Consolidated Balance Sheets. There are no further payments remaining as of December 31, 2025. We have not recorded a liability for uncertain tax positions as of December 31, 2025, related to this assessment based on a more-likely-than-not threshold. We believe our tax returns are materially correct as filed and will vigorously contest this assessment.
Luxembourg Tax Assessment
In December 2023, one of the Company’s Luxembourg subsidiaries received tax assessments for fiscal years 2019, 2020, 2021 and 2023. In February 2024, the Luxembourg tax authorities rescinded the portion of the assessment relating to 2023, resulting in a revised aggregate tax assessment of approximately €60.0 million (approximately $65.0 million converted at then-current exchange rates). We recorded a liability for uncertain tax positions for this amount in 2023 and contested the validity and amount of the assessments. In April 2024, we received a favorable decision from the Luxembourg tax authorities stating that the assessments for the 2019-2021 tax years are not enforceable. As a result, we reversed the uncertain tax position liability for the previously issued assessments and recognized a tax benefit of approximately $65.0 million in 2024.
Australian Tax Assessment
During 2019, the Australian tax authorities issued aggregate tax assessments totaling approximately A$101.0 million, plus interest, related to the examination of certain of our tax returns for the years 2011 through 2016. During the third quarter of 2019, we made a A$42.0 million payment (approximately $29.0 million at then-current exchange rates) to the Australian tax authorities to litigate the assessment. In December 2024, we reached a settlement agreement with the Australian tax authorities for A$4.0 million (approximately $2.0 million at then-current exchange rates). Accordingly, we released approximately $18.0 million of the uncertain tax position liability previously recognized and recognized a corresponding tax benefit in our Consolidated Statements of Operations for these assessments in 2024. We no longer had a liability for unrecognized tax benefits relating to these assessments as of December 31, 2024. During the first quarter of 2025, we received refunds (including interest) totaling A$42.0 million (approximately $26.0 million at then-current-period exchange rates).
Undistributed Earnings
Dividend income received by Valaris Limited from its subsidiaries is exempt from Bermuda taxation. We do not provide deferred taxes on undistributed earnings of certain subsidiaries because our policy and intention is to reinvest such earnings indefinitely. Should we make a distribution from these subsidiaries in the form of dividends or otherwise, we would be subject to additional income taxes. The unrecognized deferred tax liability related to these undistributed earnings was not practicable to estimate as of December 31, 2025.
Tax Legislation
On July 4, 2025, the U.S. enacted H.R. 1, informally referred to as the One Big Beautiful Bill Act (“OBBBA”). Among other provisions, the OBBBA includes the permanent extension, with modifications, of certain business and international tax provisions originally enacted under the Tax Cuts and Jobs Act of 2017 that were scheduled to sunset at the end of 2025. The OBBBA did not have a material impact on our consolidated financial statements for the year ending December 31, 2025.
Additionally, Bermuda enacted the Corporate Income Tax Act 2023 on December 27, 2023 (the “CIT Act”) which stipulates a tax on 15% of the net income of certain Bermuda constituent entities (as determined in accordance with the CIT Act, including after adjusting for any relevant foreign tax credits applicable to the Bermuda constituent entities). No tax was chargeable under the CIT Act until tax years starting on or after January 1, 2025. Deferred taxes of $27.5 million with an offsetting valuation allowance of $27.5 million were established as of December 31, 2023, upon enactment.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 21, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Mar 2, 2021 | |
| 2019 | Feb 21, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 25, 2016 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.