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Item 5. Market for Registrant’s Common Equity

2021-03-02 compared with 2020-02-21 · 20 added, 67 removed, 146 unchanged (37% of the section changed)

1 unchanged sentence

Market Information

Our Class A ordinary shares are traded on the NYSE under the ticker symbol "VAL." Many of our shareholders hold shares electronically, all of which are owned by a nominee of DTC.

As a result of the Chapter 11 Cases and in accordance with Section 802.01D of the NYSE Listed Company Manual, on August 19, 2020, we were notified by NYSE of its determination to indefinitely suspend trading of the Company’s Class A ordinary shares and to commence proceedings to delist the Company’s Class A ordinary shares from the NYSE.

Our Class A ordinary shares were delisted from the NYSE effective September 14, 2020.

Since that time, the shares have been quoted on the OTC Pink Open Market under the symbol “VALPQ.” We can provide no assurance that our ordinary shares will continue to trade on this market, whether broker-dealers will continue to provide public quotes of our ordinary shares on this market, whether the trading volume of our ordinary shares will be sufficient to provide for an efficient trading market or whether quotes for our ordinary shares will continue on this market in the future.

These recent developments could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell shares of our ordinary shares.

Many of our shareholders hold shares electronically, all of which are owned by a nominee of DTC.

We had 204 shareholders of record on February 1, 2021.

Our Board of Directors declared a $0.01 quarterly cash dividend, on a pre-Reverse Stock Split basis, for the first quarter of 2019 .

Starting in the second quarter of 2019, our Board of Directors determined that we will not pay a regular quarterly cash dividend.

The declaration and amount of future dividends is at the discretion of our Board of Directors and could change in future periods.

Our revolving credit facility prohibits us from paying dividends in excess of $0.01 per share per fiscal quarter.

Dividends in excess of this amount would require the amendment or waiver of such provision.

The declaration and amount of dividends is at the discretion of our Board of Directors.

No dividends have been declared since the first quarter of 2019.

Exchange Controls

42 unchanged sentences

will not be subject to U.K.

corporation tax on dividends received from us, unless that shareholder carries on a trade in the U.K.

corporation tax on dividends received from

us, unless that shareholder carries on a trade in the U.K.

through a permanent establishment in the U.K.

46 unchanged sentences

and the shares were acquired, used in or for the purposes of the permanent establishment or used in or for the purposes of the trade carried on by the shareholder through the permanent establishment.

In these circumstances, the relevant non-

In these circumstances, the relevant non-U.K.

resident shareholder may, depending on its individual circumstances, be subject to U.K.

24 unchanged sentences

We have put in place arrangements to require that shares held outside the facilities of DTC cannot be transferred into such facilities (including where shares are re-deposited into DTC by an existing shareholder) until the transferor of the shares has first delivered the shares to a depository we specify, so that stamp duty and/or SDRT may be collected in connection with the initial delivery to the depository.

Before such transfer can be registered in our books, the transferor will be required to put the depository in funds to settle the resultant liability for stamp duty and/or SDRT, which will be 1.5% of the value of the shares, and to pay the transfer agent such processing fees as may be established from time to time.

Before such transfer can be registered in our books, the transferor will be required to put in the depository funds to settle the resultant liability for stamp duty and/or SDRT, which will be 1.5% of the value of the shares, and to pay the transfer agent such processing fees as may be established from time to time.

Following decisions of the European Court of Justice and the U.K.

1 unchanged sentence

Further, in its 2017 Autumn Budget, the U.K.

government announced that it would not reintroduce the Stamp Duty and Stamp Duty Reserve Tax 1.5% charge on the issue of shares (and transfers integral to capital raising) into overseas clearance services and depositary receipt systems following the U.K.’s exit from the E.U., and HMRC has since confirmed that this charge will remain disapplied under the terms of the European Union (Withdrawal) Act 2018 following the end of the transition period on 31 December 2020.

However, it is possible that the U.K.

10 unchanged sentences

Issuer Repurchases of Equity Securities

Total Number of Securities Repurchased (1)

Average Price Paid per Security

Total Number of Securities Repurchased as Part of Publicly Announced Plans or Programs (2)

Period Total Number of Securities Repurchased (1)

Average Price Paid per Security Total Number of Securities Repurchased as Part of Publicly Announced Plans or Programs (2)

Approximate Dollar Value of Securities that May Yet Be Repurchased Under Plans or Programs

2 unchanged sentences

December 1 - December 31 5,549 $ 0.06 — $ 500,000,000

Total 37,547 $ 0.09 —

(1) During the quarter ended December 31, 2020, equity securities were repurchased from employees and non-employee directors by an affiliated employee benefit trust in connection with the settlement of income tax withholding obligations arising from the vesting of share awards.

1 unchanged sentence

(2) Our shareholders approved a repurchase program at our annual shareholder meeting held in May 2018.

Subject to certain provisions under English law, including the requirement of Valaris plc to have sufficient distributable reserves, we may repurchase up to a maximum of $500.0 million in the aggregate from one or more financial intermediaries under the program, but in no case more than 16.3 million shares.

Subject to certain provisions under English law, including the requirement for Valaris plc to have sufficient distributable reserves and for the Board to conclude that a repurchase is in the best interests of Valaris plc taking into account the interests of relevant stakeholders, we may repurchase up to a maximum of $500.0 million in the aggregate from one or more financial intermediaries under the program, but in no case more than 16.3 million shares.

The program terminates in May 2023.

As of December 31, 2020, there had been no share repurchases under the repurchase program.

Our revolving credit facility prohibits the repurchase of shares for cash, except in certain limited circumstances.

Performance Chart

The chart below presents a comparison of the five-year cumulative total return, assuming $100 invested on December 31, 2014 for Valaris plc, the Standard & Poor's SmallCap 600 Index, and a self-determined peer group.

Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date.

The Standard & Poor's SmallCap 600 Index includes Valaris and has been included as a comparison.

Since Valaris operates exclusively as an offshore drilling company, a self-determined peer group composed exclusively of major offshore drilling companies has been included as a comparison.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (1)

Among Valaris plc, the S&P SmallCap 600 Index and Peer Group

(1) $100 invested on 12/31/14;

includes the reinvestment of dividends in the same security on the ex-dividend date.

Fiscal Year Ended December 31,

S&P SmallCap 600

____________________________________

* The self-determined peer group is weighted according to market capitalization at the beginning of each year and consists of the following companies:

Transocean Ltd., Diamond Offshore Drilling Inc., Noble Corp., and Seadrill Ltd ** .

**The return from Seadrill Ltd consists of the company's results prior to its Chapter 11 U.S.

Bankruptcy Code restructuring in 2017 and after it emerged from bankruptcy in 2018.

Our DIP Facility only permits the repurchase of shares of our common stock in certain circumstances and the repurchase of shares would likely require approval of

the bankruptcy court.

We do not currently expect to make repurchases under the program while Valaris plc remains subject to chapter 11 bankruptcy proceedings..

Selected Financial Data

The financial data below should be read in conjunction with "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included in "Item 8.

Financial Statements and Supplementary Data."

Year Ended December 31,

(in millions, except per share amounts)

Consolidated Statement of Operations Data

Operating expenses

Contract drilling (exclusive of depreciation)

Loss on impairment

General and administrative

Total operating expenses

Equity in Earnings of ARO

Operating income (loss)

Other income (expense), net

Income tax expense (benefit)

Income (loss) from continuing operations

Income (loss) from discontinued operations, net (1)

Net income (loss)

Net (income) loss attributable to noncontrolling interests

Net income (loss) attributable to Valaris

Earnings (loss) per share – basic and diluted

Continuing operations

Discontinued operations

Weighted-average shares outstanding

Basic and diluted

See Note 13 to our consolidated financial statements included in "Item 8.

Financial Statements and Supplementary Data" for information on discontinued operations.

Year Ended December 31,

(in millions)

Consolidated Balance Sheet and Cash Flow Statement Data

Working capital

Long-term debt

Valaris shareholders' equity

Cash flows from operating activities of continuing operations

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity