Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, are effective.
Evaluation of Disclosure Controls and Procedures – We have established disclosure controls and procedures to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors as appropriate to allow timely decisions regarding required disclosure.
We have appropriately implemented Financial Accounting Standards Board Accounting Standard Codification Topic No. 852 – Reorganizations (“ASC 852”), during the year and have prepared the Consolidated Financial Statements and disclosures in accordance with ASC 852.
Changes in Internal Controls – During the year ended December 31, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
See "Item 8. Financial Statements and Supplementary Data" for Management's Report on Internal Control Over Financial Reporting.
Item 9B. Other Information
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our directors, corporate governance matters and Section 16(a) of the Exchange Act is contained in this section.
The information required by this item with respect to our executive officers is set forth in "Executive Officers" in Part I of this Annual Report on Form 10-K.
Board of Directors
The guidelines and procedures of the Board of Directors are outlined in our Corporate Governance Policy. The committees of the Board of Directors operate under written charters adopted by the Board of Directors. The Corporate Governance Policy and committee charters are available on our website at www.valaris.com in the Governance Documents section and are available in print without charge by contacting our Investor Relations Department.
Set forth below are the names and certain information for the board of directors. The information presented includes each director's principal occupation and business expertise and the names of other public companies for which he or she has severed as director during the past five years.
William E. Albrecht; age 69; Chairman of the Board of Laredo Petroleum, Inc.
Mr. Albrecht has been our director since April 2019 and was a director of Rowan from October 2015 until April 2019. Since February 2020, Mr. Albrecht has served on the board of directors of Laredo Petroleum, Inc., and in May 2020, he was appointed as its Chairman. Mr. Albrecht previously served as the non-executive Chairman of the Board of California Resources Corporation (“CRC”), a publicly traded oil and natural gas exploration and production company, from May 2016 until August 2020. He previously served as Executive Chairman of CRC from July 2014 to May 2016. Mr. Albrecht served as Vice President of Occidental Petroleum from May 2008 to July 2014 and as President, Oxy Oil & Gas, Americas from January 2012 to July 2014. Mr. Albrecht also served as President-Oxy Oil & Gas, USA from April 2008 to January 2012. During his tenure with Occidental, Mr. Albrecht had extensive managerial oversight over its upstream assets. Mr. Albrecht has more than 40 years of experience in the oil and gas industry, having previously served as an executive officer for EOG Resources, a domestic energy producer, for eight years and as a petroleum engineer for Tenneco Oil Company for ten years. Since 2016, Mr. Albrecht serves on the board of directors of Halliburton Company and Terra Energy Partners, a privately-held oil and gas exploration and production company. Mr. Albrecht holds a Master of Science degree from the University of Southern California and a Bachelor of Science degree from the United States Military Academy. Mr. Albrecht is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow and has completed NACD’s comprehensive program of study for directors and corporate governance professionals. Mr. Albrecht currently serves on our Nominating, Governance and Sustainability Committee and Compensation Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Albrecht should serve as a director include his experience in various executive positions with extensive managerial oversight, his over 40 years of experience in the oil and gas industry and his broad experience in proactively engaging with regulatory agencies, communities and other stakeholders.
Frederick Arnold; age 66; Retired Financial Executive
Mr. Arnold has been our director since November 2019. Mr. Arnold has 40 years of experience, including senior financial leadership positions at global organizations. Prior to his appointment to the Board, Mr. Arnold
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spent over 20 years as an investment banker advising clients on matters of corporate finance, including capital markets transactions, capital structure optimization and mergers and acquisitions across various markets and geographies. Mr. Arnold then held a series of senior financial positions with private equity portfolio companies, most recently serving as Chief Financial Officer of Convergex Group, LLC, a provider of agency brokerage and investment technology, from July 2015 until May 2017, where he was responsible for capital allocation and financial operations. Previously, Mr. Arnold served as Executive Vice President, Chief Financial Officer and a member of the executive committee of Capmark Financial Group, Inc. from September 2009 to January 2011. He also served as Executive Vice President of Finance for Masonite Corporation from February 2006 to September 2007. While at Willis Group from 2000 to 2003, Mr. Arnold served as Chief Financial and Administrative Officer of Willis North America, as Group Chief Administrative Officer of Willis Group Holdings Ltd. and as Executive Vice President of Strategic Development for Willis Group Holdings Ltd. He also served as a member of the Willis Group executive committee while holding the latter two positions. Mr. Arnold currently serves on the Board of Directors of Navient Corporation and Lehman Brothers Holdings Inc. From 2011 to 2018, Mr. Arnold served on the Board of Directors of Corporate Capital Trust, and subsequently to 2019 on the board of its successor and related companies, the Family of Funds Advised by FS/KKR Advisor, LLC: (1) FS KKR Capital Corp. (NYSE: FSK), (2) FS Investment Corp. II, (3) FS Investment Corp. III and (iv) FS Investment Corp. IV. From 2016 to 2020, Mr. Arnold served on the Board of Directors of Syncora Holdings Ltd. Mr. Arnold currently serves on our Audit Committee and Special Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Arnold should serve as a director include his extraordinary breadth and depth of experience in equity and debt capital markets, operations and governance from his 40-year career in international investment banking, leadership finance roles and experience serving on numerous boards.
Thomas P. Burke; age 53; President and Chief Executive Officer of Valaris plc
Mr. Burke has served as the President, Chief Executive Officer and a director of Valaris since April 2019. Mr. Burke was appointed President and Chief Executive Officer and elected a director of Rowan in April 2014, serving in those capacities until April 2019. He served as Chief Operating Officer beginning in July 2011 and was appointed President in March 2013. Mr. Burke first joined Rowan in December 2009, serving as Chief Executive Officer and President of LeTourneau Technologies until the sale of LeTourneau in June 2011. From 2006 to 2009, Mr. Burke was a Division President at Complete Production Services, an oilfield services company, and from 2004 to 2006, served as its Vice President for Corporate Development.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Burke should serve as a director include his extensive managerial and industry experience and his strong background in operations and investments in the global energy sector.
Mary E. Francis CBE; age 72; Former Senior Civil Servant in British Treasury and Prime Minister's Office (Retired)
Ms. Francis has been our director since May 2013. She is a former senior civil servant in the British Treasury and the Prime Minister’s office and was subsequently Director General of the Association of British Insurers. Ms. Francis served on the Board of Directors of Swiss Reinsurance Company Ltd from October 2012 until April 2018, and has previously served as a non-executive director of the Swiss Re Group. Ms. Francis was appointed to the Boards of Directors of Barclays PLC and Barclays Bank PLC in October 2016 and appointed to the Board of Directors of PensionBee in November 2020. She served on the Board of Directors of Centrica plc, an integrated energy company, between 2004 and 2014, and was Senior Independent Director from 2006 to 2014. From 2005 to 2012, she served as a non-executive director of Aviva plc, and from 2009 to 2012, she served as a non-executive director of Cable & Wireless Communications Plc. She is also a former non-executive director of the Bank of England, Alliance & Leicester plc and St. Modwen Properties PLC and is a Senior Adviser to the International Relations Institute, Chatham House. She earned a Master of Arts in History from Newnham College,
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University of Cambridge. Ms. Francis currently serves on our Audit Committee and Nominating, Governance and Sustainability Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Ms. Francis should serve as a director include her experience as a director for various British and international public companies, including Swiss Reinsurance Company Ltd, Barclays PLC and Barclays Bank PLC, her tenure as a non-executive director of the Bank of England, Alliance & Leicester plc and St. Modwen Properties PL, her role as a Senior Adviser to the International Relations Institute, Chatham House, her experience as the chairman of board committees for several public companies, her expertise in matters of corporate governance and her experience in senior positions within the U.K. government.
Georges J. Lambert; age 43; Former Partner and Senior Vice President of The Capital Group (Retired)
Mr. Lambert has been our director since November 2019. Prior to his appointment to the Board, Mr. Lambert spent more than 20 years as an investment professional, with a focus on value/dividend, cyclicals and complex turnaround situations. Most recently, he was a Partner and Senior Vice President of The Capital Group from 1999 to June 2019, where he served in various capacities as a portfolio manager and equity analyst across multiple sectors including energy services, telecommunications and shipping, and chaired research teams in both energy and telecommunications. Mr. Lambert also led Capital International Group’s investment-side European corporate governance efforts between 2008 and 2017. Mr. Lambert earned a Master of Science in Finance from HEC Paris. Mr. Lambert currently serves on our Special Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Lambert should serve as a director include his management expertise and capital markets and equity analyst experience, including in the energy services sector, his significant corporate governance experience, his tenure as an investment representative for Capital International Group’s governance and stewardship engagements, his in-depth knowledge of the energy industry and the stock market, and his ability to bring a shareholder perspective to the Board, given his extensive experience as a portfolio manager at The Capital Group.
Suzanne P. Nimocks; age 62; Former Director of McKinsey & Company (Retired)
Ms. Nimocks has been our director since April 2019 and was a director of Rowan from December 2010 until April 2019. Ms. Nimocks was formerly a Director (Senior Partner) of McKinsey & Company, a global management consulting firm, from June 1999 to March 2010, and was with the firm in various capacities since 1989, including leader of the firm’s Global Petroleum Practice, Electric Power & Natural Gas Practice, Organization Practice, Risk Management Practice and Strategy Practice. Ms. Nimocks served on several of the firm’s worldwide personnel committees for many years and formerly served as the Houston Office Manager for eight years. Ms. Nimocks currently serves on the boards of ArcelorMittal, Ovintiv Inc. (formerly named Encana Corporation) and Owens Corning, including service on the Appointments, remuneration & corporate governance and sustainability committee of ArcelorMittal; Audit Committee and Corporate Responsibility and Governance Committee (Chair) of Ovintiv Inc.; and the Finance Committee (Chair) and Compensation Committee of Owens Corning. Ms. Nimocks currently serves as Chairman of our Compensation Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Ms. Nimocks should serve as a director include her global management consulting and energy sector experience and her service on the Boards and various committees of publicly traded companies, including extensive experience in executive compensation through her roles as the Chair of the Human Resources and Compensation Committee of Ovintiv Inc. and as a member of the Compensation Committee of Owens Corning.
Thierry Pilenko; age 63; Former Executive Chairman of TechnipFMC plc (Retired)
Mr. Pilenko has been our director since April 2019 and was a director of Rowan from 2017 until April 2019. In May 2019, Mr. Pilenko retired from the Board of Directors and as Executive Chairman of TechnipFMC
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plc, a global oil and gas company. He was the former Chairman and Chief Executive Officer of Technip S.A., a leading provider of project management, engineering, and construction services for the energy industry, from April 2007 to January 2017, when FMC Technologies, Inc. consummated its merger with Technip S.A. From March 2004 to January 2007, Mr. Pilenko served as the Chairman and Chief Executive Officer of Veritas DGC, Inc., a seismic services company. Previously, Mr. Pilenko served as Managing Director of SchlumbergerSema, a Schlumberger Ltd. company in Paris, from 2001 to March 2004. From 1998 to 2001, he served as President of Schlumberger GeoQuest. Mr. Pilenko formerly served as a director of TechnipFMC plc, Hercules Offshore, Inc., CGG Veritas (formerly Veritas DGC) and Peugeot SA. Mr. Pilenko currently serves on our Nominating, Governance, Sustainability Committee and Special Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Pilenko should serve as a director include his significant international oil and energy policy expertise, his service on boards and committees of publicly traded companies, his extensive experience in the oil and gas energy industry, including CEO leadership positions, and his strong background in finance, operations, management and investments in the global energy sector.
Paul E. Rowsey, III; age 66; Former Chief Executive Officer of Compatriot Capital, Inc. (Retired)
Mr. Rowsey has served as a director since 2000. In September 2017, he retired as the President and Chief Executive Officer of Compatriot Capital, Inc., a real estate investment and operating company, where he was employed since 2011. Prior to joining Compatriot, he was a founder and the managing partner of E2M Partners, LLC, a sponsor and manager of private real estate equity funds and an affiliate of Compatriot. He serves as a member of the Board of Directors of Powdr Corporation, one of the largest alpine skiing and outdoor sports companies in the United States, based in Park City, Utah; KDC Holdings, a national real estate investment and development firm, based in Dallas, Texas; JLB Partners, LLC, a multifamily housing development firm and its affiliate, Longbrook Capital Partners, LLC, based in Dallas, Texas; and Invesco Real Estate Income Trust, Inc., a real estate investment company, based in Dallas, Texas. Mr. Rowsey is a 1977 magna cum laude graduate of Duke University with a degree in management science and a 1980 cum laude graduate of Southern Methodist University School of Law. Mr. Rowsey also serves on our Compensation Committee, and as the Chairman of our Nominating, Governance, and Sustainability Committee and our Special Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Rowsey should serve as a director include his expertise in financial, business and legal matters, including his experience as the President and Chief Executive Officer of Compatriot Capital, Inc., his experience as the founder and the managing partner of E2M Partners, LLC, a sponsor and manager of private real estate equity funds and an affiliate of Compatriot and his extensive negotiating experience in complex business transactions and his general business acumen.
Charles L. Szews; age 64; Former Chief Executive Officer of Oshkosh Corporation (Retired)
Mr. Szews has been our director since April 2019 and was a director of Rowan from August 2016 until April 2019. In December 2015, Mr. Szews retired from Oshkosh Corporation, a leading global manufacturer of specialty vehicles and vehicle bodies serving access equipment, defense, fire and emergency and commercial markets. He joined Oshkosh in 1996 as Vice President and CFO, was appointed Executive Vice President in October 1997, and was appointed President, Chief Operating Officer and as a director in October 2007. Mr. Szews was appointed Chief Executive Officer of Oshkosh in January 2011. Prior to joining Oshkosh, he began his career with Ernst & Young, and was Vice President and Controller at Fort Howard Corporation during its leveraged buyout. Since 2014, Mr. Szews has served as a director for Commercial Metals Company, an operator of mini- and micro-steel mills located in the Southern United States and Poland. In November 2016, Mr. Szews joined the board of Group1 Automotive, a Fortune 500 automotive retailer. In April 2018, Mr. Szews was appointed to the board of directors of Allegion plc, a provider of security products and solutions for homes, businesses, schools and other institutions. From 2006 to 2013, Mr. Szews also served on the board of directors and on the Audit and Nominating and Corporate Governance Committees of Gardner Denver Inc., a recognized leader in compressed air and gas,
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vacuum and fluid transfer technologies to industries throughout the world. Mr. Szews holds a degree in Business Administration from the University of Wisconsin - Eau Claire. Mr. Szews currently serves on our Special Committee and as Chair of our Audit Committee.
The particular experience, qualifications, attributes and skills that led our Board to conclude that Mr. Szews should serve as a director include extensive executive management experience, public company directorships and committee appointments and his significant experience with international sales, capital allocation, mergers and acquisitions, business management and finance.
Audit Committee
The Audit Committee currently consists of Chair Szews, Mr. Arnold and Ms. Francis, all of whom meet the independence criteria in accordance with the charter of our Audit Committee, which incorporates independence standards prescribed by the SEC and NYSE. None of the members of our Audit Committee serve on more than three public company audit committees. Our Board has determined that each of the three members of the Audit Committee meets the requisite SEC criteria to qualify as an audit committee financial expert, is financially literate and has accounting or related financial management expertise as defined in the NYSE Corporate Governance Standards. In making recommendations and determinations regarding audit committee financial experts, our Board and the Audit Committee considered the relevant academic and professional experience of the Audit Committee members.
Code of Business Conduct
Our Code of Business Conduct applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and Controller. Our Code of Business Conduct includes provisions addressing conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of our assets and compliance with our policies and with laws, rules and regulations, including laws addressing insider trading, antitrust and anti-bribery, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010. No waivers of the provisions of our Code of Business Conduct have been requested or granted since the Code of Business Conduct was first issued on 1 November 2002. Our Code of Business Conduct provides for confidential and anonymous submission of reports of non-compliance with our standards, policies, practices and procedures to a management committee and also establishes a means for submission of reports of accounting, auditing or other business irregularities by any employee or other person directly to our Board or relevant Board Committee.
The Code of Business Conduct is available on our website at www.valarisplc.com in the Governance Documents section and is available in print without charge by contacting our Investor Relations Department. We intend to disclose any amendments to or waivers from our Code of Conduct by posting such information on our website.
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Item 11. Executive Compensation
This section discusses the material elements of our executive compensation policies for our Named Executive Officers ("NEOs") and the most important factors relevant to an analysis of these policies. The 2020 NEOs include Thomas P. Burke, President and Chief Executive Officer, the two other most highly compensated executive officers who were serving as of December 31, 2020, Jonathan Baksht, Executive Vice President and Chief Financial Officer, and Michael McGuinty, Senior Vice President, General Counsel and Secretary and Carl G. Trowell, former Executive Chairman. In addition, this section provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our NEOs and is intended to place in perspective the data presented in the following tables and the corresponding narrative.
The following table sets forth the total compensation paid or awarded to each of our NEOs for the fiscal years ended December 31, 2020 and 2019.
Summary Compensation Table
Name and Principal Position Year Salary
($) (1)
Bonus ($) (2)
Share Awards
($) (3)
Non-Equity
Incentive Plan
Compensation
($) (4)
All Other
Compensation
($) (5)
Total
($)
Thomas P. Burke 2020 855,000 1,282,500 1,423,447 3,397,129 609,014 7,567,090
President and Chief Executive Officer 2019 676,927 — — 882,367 4,228,794 5,788,088
Jonathan Baksht 2020 550,000 1,375,000 582,699 1,628,022 83,847 4,219,568
Executive Vice President and Chief Financial Officer 2019 533,333 — 1,349,997 1,001,075 471,818 3,356,223
Michael McGuinty 2020 510,000 1,275,000 449,512 1,235,704 299,844 3,770,060
Senior Vice President, General Counsel and Secretary 2019 501,667 175,000 1,200,000 875,231 410,758 3,162,656
Carl G. Trowell 2020 189,150 — — — 4,838,803 5,027,953
Former Executive Chairman (6)
2019 629,168 — 4,999,996 802,288 5,071,499 11,502,951
(1) The amounts disclosed in this column include amounts voluntarily deferred under the Ensco Savings Plan, th e 2005 Ensco Supplemental Executive Retirement Plan (referred to collectively, along with the En sco Supplemental Retirement Plan, as the "SERP") and the Rowan Companies, Inc. Savings & Investment Plan. Amounts in this table for Mr. Trowell have been converted from pounds to U.S. dollars using the exchange rate of 1.261, which was the average rate during the period in 2020 where payments were made.
(2) The amounts disclosed in this column for 2020 consist of cash retention payments awarded to Messrs. Burke, Baksht and McGuinty in February and May 2020. As a condition to receipt of these full payments, each NEO was required to forfeit all previously granted 2020 restricted share units and 2020 performance units. In addition, Mr. Burke's full retention bonus and a total of $1.1 million and $1.0 million for each of Messrs. Baksht and McGuinty is subject to repayment on an after-tax basis in the event the NEO resigns without good reason or is terminated for cause prior to the earlier of May 15, 2021, a change in control or completion of our restructuring. The amounts disclosed in this column for 2019 consists of the discretionary bonus adjustment approved for Mr. McGuinty in 2019.
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(3) The amounts disclosed in this column represent the aggregate grant date fair value of restricted share units granted in 2020 and 2019 and Relative TSR performance units granted in 2019 as follows:
Year Restricted
Share Units
($) Performance Unit
Awards
($) Total
($)
Thomas P. Burke 2020* 1,423,447 — 1,423,447
Jonathan Baksht 2020* 582,699 — 582,699
2019 674,997 675,000 1,349,997
Michael McGuinty 2020* 449,512 — 449,512
2019 600,000 600,000 1,200,000
Carl G. Trowell 2020** — — —
2019 2,499,996 2,500,000 4,999,996
* These 2020 restricted share units were subsequently forfeited as a condition to receipt of the cash retention bonuses described in footnote 2.
** In accordance with his 2019 employment agreement, Mr. Trowell forfeited his 2019 restricted share units. Additionally, in accordance with the April 2020 amendment to his employment agreement, Mr. Trowell forfeited all remaining unvested equity awards as of April 30, 2020.
Grant date fair value for restricted share units and TSR performance unit awards accounted for as equity awards are measured using the market value of our shares on the date of grant and the estimated probable payout on the date of grant, respectively, as described in " Note 1 1 Share Based Compensation" included in "Item 8 Financial Statements and Supplementary Data".
If the maximum level of payout is achieved under the 2019 Relative TSR performance unit award grants, the aggregate grant date fair value of such awards would be as follows:
Maximum Payout
Thomas P. Burke $ —
Jonathan Baksht $ 1,350,000
Michael McGuinty $ 1,200,000
Carl G. Trowell $ 5,000,000
The TSR performance unit awards granted in 2019 are payable in cash. Mr. Trowell forfeited this award in accordance with the April 2020 amendment to his employment agreement.
(4) The amounts disclosed in this column represent bonuses earned for 2020 and 2019 pursuant to the Valaris plc 2018 Cash Incentive Plan ("VCIP").
The 2020 VCIP was redesigned to provide for quarterly incentives earned over the period of April 1, 2020 through June 30, 2021 based on the achievement of personal safety, process safety, downtime and expense reduction performance metrics. The second quarter 2020 and third quarter 2020 VCIP was prepaid at 100% of target in June 2020. Upon approval of the Bankruptcy Court, the Company resumed payout of VCIP, subject to certain revisions. The revisions resulted in a true-up to the second quarter and third quarter 2020 performance awards, which will be paid upon emergence from bankruptcy. The earned fourth quarter 2020 VCIP will paid in March 2021. Although all such amounts were not paid by December 31, 2020, amounts shown in this column include all amounts earned for second quarter through fourth quarter 2020 performance.
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The 2020 and 2019 amounts disclosed in this column also include the payout of the relative ROCE component of the performance awards granted in 2017 and 2018. The components of the 2020 and 2019 amounts are as follows:
2020 2019
2020 VCIP 2018 Relative ROCE Payout Total Value Earned 2019 VCIP 2017 Relative ROCE Payout Total Value Earned
Thomas P. Burke $ 3,397,129 $ — $ 3,397,129 $ 882,367 $ — $ 882,367
Jonathan Baksht $ 1,202,772 $ 425,250 $ 1,628,022 $ 515,075 $ 486,000 $ 1,001,075
Michael McGuinty $ 857,704 $ 378,000 $ 1,235,704 $ 443,231 $ 432,000 $ 875,231
Carl G. Trowell $ — $ — $ — $ 802,288 $ — $ 802,288
(5) The amounts disclosed here represent overseas allowances, premiums paid for group term life insurance, contributions to various benefit plans we sponsor, dividends on share awards, payments in lieu of profit share and certain other payments. Additionally, the 2020 amount disclosed in this column for Mr. Trowell reflects (1) a lump sum cash severance payment of £800,000 (which reflects 60% reduction from his severance entitlement under his employment agreement entered into upon closing the Rowan Transaction); (2) an additional lump sum of £3,000,000 in connection with exceeding pre-defined synergy targets set in connection with the Rowan Transaction; and (3) £29,530 in compensation he received for his services as a non-executive director. Mr. Trowell's payments were made in GBP. However, for disclosure purposes, the payments have been converted from pounds to U.S. dollars using the exchange rate of 1.261, which was the average rate during the period in 2020 where payments were made.
(6) Mr. Trowell stepped down as Executive Chairman on April 30, 2020 and continued to serve as a non-executive director of the Company through our 2020 Annual General Meeting of Shareholders.
Narrative Disclosures to Summary Compensation Tables
Mr. Burke’s Employment Agreement
In connection with his appointment as President and CEO upon the Closing of the Rowan Transaction, Mr. Burke entered into an employment agreement with Rowan Companies Inc., ENSCO Global Resources Limited and Valaris plc (the “Burke Employment Agreement”). The Burke Employment Agreement provides that Mr. Burke will serve as CEO for a term of two years commencing on April 11, 2019 and automatically renews thereafter for successive 12-month periods absent 90 days’ prior notice of nonrenewal.
• Cash & Equity Compensation. The Burke Employment Agreement provides for an initial, annual base salary of $950,000, which he elected to reduce to $855,000 effective January 1, 2020, and an annual target bonus of 110% of base salary. Subject to the approval of the Board or the Compensation Committee, for the first two years of the term, Mr. Burke will be entitled to awards under the Company’s long-term incentive award plans with a target award level of no less than 500% of his base salary, which percentage may be increased or decreased in future years as determined by the Board or the Compensation Committee.
• Benefits . Mr. Burke is eligible to participate in employee benefit plans, programs and arrangements of the Company, including the Company’s expatriate assignment and tax equalization policy in light of Mr. Burke’s required relocation to London, England. Mr. Burke also received benefits under the Company’s relocation policy, including a payment of $20,000 to help cover his relocation expenses.
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• Legacy Rowan Retirement Plans. Mr. Burke also participates in certain legacy Rowan Retirement Plans. These plans consist of a frozen defined benefit plan (the “Rowan Pension Plan”) and a frozen benefit restoration plan of Rowan Companies, Inc. (the “Rowan SERP”), which provides additional retirement benefit accrual opportunities to mitigate the effects of legal limitations on retirement benefits under the Rowan Pension Plan.
• Payment in Lieu of Single Trigger Vesting . In consideration of Mr. Burke’s (1) waiver of single trigger vesting for certain equity awards previously granted to him, (2) waiver of certain change in control and good reason rights pursuant to his existing compensation arrangements, and (3) the cost of living and tax burden associated with his relocation from the United States, Mr. Burke received a one-time payment of $3,750,000 in 2019. This payment is subject to pro-rata reimbursement should Mr. Burke resign without good reason or be terminated for cause prior to April 11, 2022.
• Severance Payments and Benefits . In the event of a termination of Mr. Burke’s employment without cause or his resignation for good reason, subject to his execution of a customary release, he will be entitled to (1) a lump sum payment equal to two times his base salary, (2) a lump sum payment equal to two times the greater of his average annual bonus over the three calendar years preceding his termination or his target annual bonus amount, (3) a pro-rated bonus for the year of termination, (4) subsidized medical, dental and vision coverage for a 24-month period, (5) reimbursement of costs incurred to relocate to the United States, and (6) accelerated vesting of outstanding equity awards. The Burke Employment Agreement also includes customary non-solicitation, non-competition, non-disparagement, confidentiality and intellectual property assignment provisions.
Mr. Trowell's Employment Agreement and Consultancy Agreement
Concurrently with the execution of the transaction agreement with Rowan, Mr. Trowell entered into an employment agreement with ENSCO Services Limited (the "Trowell Employment Agreement"). The Trowell Employment Agreement originally provided that Mr. Trowell would serve as Executive Chairman for a term of eighteen months commencing on April 11, 2019, but was amended in April of 2020 to provide that his term as Executive Chairman and employment with the Company would end on April 30, 2020. Mr. Trowell's non-competition restricted period was extended from 1 year to 2 years, and he agreed to provide consulting services to the Chairman of the Board through December 31, 2020 for no additional remuneration.
• Cash Compensation; VCIP; LTIP. The Trowell Employment Agreement provided for an annual base salary of £450,000 and specified that Mr. Trowell would be eligible to participate in the VCIP. In connection with his separation, Mr. Trowell forfeited his pro-rated VCIP payment for 2020 and any unvested equity awards.
• Benefits. Mr. Trowell was eligible to participate in the same benefit plans and programs in which other executive non-expatriate employees who are based in the United Kingdom are eligible to participate. Since Mr. Trowell was not eligible to participate in the retirement plans in which U.S.-based employees participate, Mr. Trowell was also eligible to receive cash payments equal to the cash amounts that would have been contributed by ENSCO Services Limited on Mr. Trowell's behalf to such retirement plans had he participated in such plans.
• Severance Payments and Benefits. In connection with the termination of Mr. Trowell’s employment as Executive Chairman, Mr. Trowell received (1) a lump sum severance payment of £800,000 and (2) an additional lump sum of £3,000,000 in connection with exceeding pre-defined synergy targets set in connection with the Rowan Transaction. Mr. Trowell agreed to waive his right to receive private medical insurance for a period of up to twenty-four months following the termination date.
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On April 26, 2020, we entered into a consultancy agreement with Mr. Trowell pursuant to which he agreed to provide services (including advisory services) to the Company through December 31, 2020, to facilitate a transition period between his role as Executive Chairman and that of his successor. Mr. Trowell did not receive any remuneration from the Company for providing such services.
2020 Cash Bonuses for Messrs. Baksht and McGuinty
In February 2020, our Board approved the grant of performance-based cash retention payments to each of Messrs. Baksht and McGuinty, in the amounts of $550,000 and $510,000, respectively. Each of the retention payments was to be paid in two, equal installments subject to such officer’s continuous employment through each payment date. The first installment was paid on June 5, 2020. The second installment was included in the upfront retention payments provided to these NEOs in May 2020 as part of the Company's revised VCIP approved on April 30, 2020. All such retention payments are reflected in the “Bonus” column of the Summary Compensation Table and further described in footnote (2) to such table above and under “2020 Cash-Based Awards” below.
2020 Cash-Based Awards
In response to the ongoing significant market uncertainty, the Board of Directors redesigned the Company’s overall compensation program to more appropriately retain and motivate its key employees. Pursuant to this new compensation program, approved by the Board on April 30, 2020 and further revised in November 2020 as part of the Company's ongoing chapter 11 proceedings, the Company implemented strategically designed incentive and retention arrangements to reward its key employees, including its NEOs, if pre-established goals were achieved. The new compensation program started in the second quarter of 2020. No retention payments or incentive payments were earned for the period of January 1, 2020 through March 31, 2020.
The redesigned compensation program included a restructuring of the Valaris Cash Incentive Plan (“VCIP”) for all participants to provide for incentive payments based on quarterly objectives focused on safety, efficiency and cost savings and a retention program. Participation by the executive officers in the new compensation program was contingent upon forfeiture of all 2020 restricted share units and 2020 performance units. For each of the executives, a portion of the executive’s target total direct compensation for 2020 was paid as soon as practicable following May 1, 2020, as a cash retention payment, which is subject to repayment on an after-tax basis in the event of a resignation without good reason or termination by the Company for cause prior to the earlier of the first anniversary of such payment, a change in control or completion of a restructuring. Although the Board approved a cash retention payment for Mr. Burke representing 200% of his annual base pay, he voluntarily reduced such retention payment to 150% of his annual base pay. In addition, as set out in the Company’s definitive proxy statement filed on April 27, 2020, effective January 1, 2020, Mr. Burke had voluntarily reduced his base salary by 10% in light of challenging industry conditions, which reduction will proportionately decrease Mr. Burke’s 2020 target quarterly incentive and retention awards. The remainder of each executive’s target total direct compensation for 2020 (other than base salary) was earned pursuant to quarterly incentive bonuses under the VCIP. The target amount of each executive’s quarterly incentives could be earned at levels ranging from 0% to 150% of the target award value based on the achievement of personal safety, process safety, downtime and expense reductions. See the “Non-Equity Incentive Plan Compensation” column and footnote (4) to the Summary Compensation Table above for additional information on these awards, which were earned at 125% of target for second quarter 2020, 93% of target for third quarter 2020, and 127.5% of target for fourth quarter 2020.
2020 Long-Term Incentive Awards
Each of the named executive officers other than Mr. Trowell were granted restricted share units and performance units on February 27, 2020. The restricted share units were originally scheduled to vest in equal annual installments over a period of three years, and the full grant date fair value of the awards is included in the “Stock Awards” column of the Summary Compensation Table above as required by SEC rules. The performance units could be earned at between 0% and 250% of the target award value based upon the Company’s recurring
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EBITDA improvement over a period from March 31, 2020 through September 30, 2022. These awards were all forfeited as a condition of participation in the VCIP and cash retention program described above.
Perquisites and Other Personal Benefits
In conformity with our Compensation Committee's philosophy, and except with regard to the redomestication benefits described herein, our executive officers receive only limited perquisites. Other than in connection with qualifying terminations of employment, our executive officers are eligible to receive company-paid or company-subsidized life insurance, medical and disability coverage on the same basis as our other employees. Certain of our executives also receive overseas allowances and reimbursements, which include monthly housing, cost of living, annual vacation and a dependence tuition allowance. Such amounts provided to our NEOs during 2020 are included in the "All Other Compensation Table". The London-based executive expatriate package provides tax equalization on housing allowances and non-cash expatriate benefits, such as dependent tuition allowance.
Outstanding Equity Awards at Fiscal Year-End Table for the Year Ended December 31, 2020
The following table sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2020. In accordance with his 2019 separation agreement, Mr. Trowell forfeited his 2019 restricted share units. Additionally, in accordance with the April 2020 amendment to his employment agreement, Mr. Trowell forfeited all remaining unvested equity awards as of April 30, 2020. Grants under the 2018 LTIP are subject to applicable bankruptcy law and settlement of vested share awards and cash-settled awards (each as defined below) held by insiders has been delayed until the Company’s emergence from Chapter 11, at which point, such awards are expected to be cancelled unless the insider elects to have their award treated in accordance with the terms of the Chapter 11 plan.
Options/ SAR Awards Share Awards Equity Incentive Plan Awards
Name Securities Underlying Exercisable Options/ SARs (#) Option/ SARs Exercise Price ($) Option/ SARs Expiration Date Year Granted Shares
That
Have Not
Vested
(#) Market
Value of
Shares
That
Have Not
Vested
($) Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($) (1)(2)
Thomas P. Burke 244,025 25.58 2/22/2024 2020 — (3) — —
18,385 61.40 2/25/2021 2019 184,812 (3) 9,241 N/A
21,594 51.60 3/07/2022 2018 39,795 (3) 1,990 N/A
32,078 49.97 3/06/2023 2017 195,478 (3) 9,774 N/A
Carl G. Trowell — — — 2020 — (4) — —
— — — 2019 — (4) — —
— — — 2018 — (4) — —
Jonathan Baksht — — — 2020 — (5) — —
— — — 2019 26,658 (5) 1,333 —
— — — 2018 12,045 (5) 602 270,000
Michael McGuinty — — — 2020 — (6) — —
— — — 2019 23,696 (6) 1,185 —
— — — 2018 10,707 (6) 535 240,000
(1) The TSR performance unit awards granted in 2018 and 2019 are disclosed within this column. The 2018 and 2019 TSR performance unit awards are valued at target. As for 2020 performance awards, these awards were forfeited and cash retention bonuses were awarded in place of shares and awards.
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(2) Mr. Trowell forfeited his 2017, 2018 and 2019 performance awards upon the close of the Rowan Transaction and loss of office as President & Chief Executive Officer.
(3) 195,478 shares vested on February 22, 2021; 30,521 shares vested on February 27, 2021; 9,274 shares are scheduled to vest on March 1, 2021; and 92,406 shares are scheduled to vest annually until February 26, 2022, in each case except as may be deferred during certain specified regular or special blackout periods.
(4) In accordance with his 2019 separation agreement, Mr. Trowell forfeited his 2019 restricted share units. Additionally, in accordance with the April 2020 amendment to his employment agreement, Mr. Trowell forfeited all remaining unvested equity awards as of April 30, 2020.
(5) 12,045 shares are scheduled to vest on March 5, 2021; and 13,329 shares are scheduled to vest annually until March 6, 2022, in each case except as may be deferred during certain specified regular or special blackout periods.
(6) 10,707 shares are scheduled to vest on March 5, 2021; and 11,848 shares are scheduled to vest annually until March 6, 2022, in each case except as may be deferred during certain specified regular or special blackout periods.
Other Compensation Matters
Retirement Benefits
Executive officers may participate on the same basis as other employees in the employer matching provisions of our defined contribution savings plans on a tax-deferred basis. For 2019, the maximum total matching contribution available to executive officers and other employees who participated in the Ensco Savings Plan (a qualified 401(k) plan), SERP, Ensco Multinational Savings Plan or the Ensco Limited Retirement Plan was 5% of eligible salary. The matching contributions to our NEOs are reported in the "All Other Compensation" column of the Summary Compensation Table.
The SERP was created to provide an additional tax-deferred savings vehicle for certain highly-compensated employees, including our NEOs, whose participation in the 401(k) savings plan features of the Ensco Savings Plan was restricted due to contribution limitations of the U.S. Internal Revenue Code of 1986, as amended. Executive officers who participate in the SERP could elect to defer a portion of their base salary and/or annual cash bonus payments up to a percentage specified annually by our Compensation Committee and ratified by our Board. For 2019, the maximum salary deferral was 50%, inclusive of the 5% 401(k) contribution, and 100% of the annual VCIP bonus payments made in 2019, consistent with prior years.
The SERP is administered by a third party, and deferred compensation may be invested in authorized funds similar to the investment options available under the Ensco Savings Plan. Investments also may be made in funds or publicly-traded securities on a self-directed basis. The SERP was frozen to new participants in November of 2019 and frozen to new contributions effective January 1, 2020.
Termination or Change in Control Payments and Benefits
Severance Payments and Benefits under Burke Employment Agreement.
Upon a termination of Mr. Burke’s employment without cause or a resignation for good reason, Mr. Burke would be eligible to receive severance payments and benefits, subject to his execution and non-revocation of a release of claims. He would only be eligible to receive such payments and benefits under the Burke Employment Agreement if he is not eligible to receive benefits under his change-in-control agreement, which is further described below.
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Commencing on April 11, 2022, Mr. Burke would be eligible to receive the following payments and benefits:
• an amount in cash equal to two times his base salary;
• an amount in cash equal to two times his ‘‘Average Bonus Amount’’ (i.e., the greater of: (A) the average of the combined annual bonus awards received by Mr. Burke pursuant to Valaris’ annual incentive plan in the three calendar years immediately before the date of termination (including the annual bonus awards received from Rowan) and (B) Mr. Burke’s target annual bonus for the year during which the termination of employment occurs);
• a pro-rated portion of the annual bonus award that Mr. Burke would have earned had he remained employed through the end of the fiscal year in which the date of termination occurs based upon actual performance for such year (and, to the extent there is any discretionary component thereof, with the discretionary aspects being determined at not less than the target level);
• continued coverage in the employer provided medical, dental and vision plans available to Mr. Burke and his eligible dependents immediately prior to the date of termination, to the extent such coverage is elected by Mr. Burke pursuant to COBRA, for a period of twenty-four months following the date of termination;
• reimbursement of the reasonable cost of return relocation-related expenses (not including make-whole payments for any loss incurred on the sale of Mr. Burke’s principal residence);
• any of Mr. Burke’s unvested equity, equity-based or long-term incentive awards granted under any equity or long-term incentive plans of Valaris or Rowan will immediately become 100% vested in all of the rights and interests then held by Mr. Burke, provided, however, that unless a provision more favorable to Mr. Burke is included in an applicable award agreement, all performance-based awards will remain subject to attaining the applicable performance goals and conditions.
Severance Payments and Benefits under Legacy Rowan Change in Control Agreement.
Until April 11, 2022, Mr. Burke will be eligible for severance under his change in control agreement. This agreement provides for severance payments and benefits upon a qualifying termination that occurs within six months prior to a change in control or twenty-four months following a change in control (and the Rowan transaction constituted a change in control for these purposes). A qualifying termination includes a termination without cause or a resignation by the executive for good reason. Upon a qualifying termination Mr. Burke would be eligible to receive the following payments and benefits:
• a lump-sum cash payment equal to (I) 2.99 times the sum of (a) his base salary plus (b) the greater of (1) the average short-term incentive bonuses awarded to him in respect of the three calendar years prior to the year in which the date of termination occurs or (2) his target short-term incentive bonus under the then-current annual incentive plan for the calendar year in which the date of termination occurs, plus (II) an amount equal to the sum of (a) with respect to the non-discretionary portion of any short-term incentive bonus opportunity for the calendar year of his termination, a pro-rated portion of the amount that would be payable assuming the applicable performance period ended as of the month-end immediately preceding the date of termination and based on the attainment of such measures as of such month-end, and (b) with respect to any discretionary portion of his short-term incentive bonus opportunity for the calendar year of termination, a pro-rated portion of the target amount of such bonus, plus (III) any accrued but unused vacation and sick pay as of the date of termination;
• continued medical coverage substantially similar to that provided prior to Mr. Burke’s termination of employment at no greater cost than that paid by him prior to the termination of employment through the earlier of 3 years following the termination of employment or the date Mr. Burke otherwise becomes eligible for healthcare under a subsequent employer's health plan; and
• outplacement services for a period of one year from the date of termination or, if earlier, until the first acceptance by Mr. Burke of an offer of employment from a subsequent employer. However, the aggregate amount of the cost for such outplacement services will not exceed $25,000.
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Executive Severance Plan
The Company adopted an Executive Severance Plan (the “Severance Plan”), which was most recently amended and restated effective April 30, 2020. The Severance Plan provides eligible individuals, including each of the Company’s Senior Vice Presidents and Executive Vice Presidents, with the following separation payments and benefits in the event of a qualifying termination, subject to the executive executing and not revoking a release of claims and complying with certain restrictive covenants:
• Cash severance in an amount equal to 100% (for Senior Vice Presidents) or 150% (for Executive Vice Presidents) of the executive’s annual base salary;
• A cash payment equal to the participant's target bonus for the performance period in which the termination occurs;
• Forfeiture of all outstanding restricted share units, restricted shares and cash performance units granted prior to November 10, 2019;
• Accelerated vesting of all outstanding restricted share units and restricted shares granted on or following November 10, 2019;
• Accelerated vesting of a pro-rata portion of outstanding cash performance units granted on or following November 10, 2019 based on actual results realized over the performance period;
• Continued group health plan coverage (or a cash payment equivalent thereto) and eligibility to receive outplacement services for a period of twelve months; and
• Discretionary reimbursement of up to $1,500 or £1000, for any legal fees actually incurred by or on behalf of the Severance Plan participant in connection with the execution of a release of claims.
Director Compensation
Compensation of Non-Executive Directors
For 2020, the Board used retainer fees to attract and retain qualified candidates to serve on the Board. Our Board periodically reviews non-executive director compensation, which includes review of data received from third party compensation consultants and, from time to time, recommends changes to the Board. Alvarez & Marsal was engaged in 2020 to review non-executive director compensation in light of the market uncertainty caused by the COVID-19 pandemic, the precipitous decline in the price of oil and the Company's possible balance sheet restructuring. Following the review of this information, our Board converted the annual director equity grant to cash. Effective May 1, 2020, non-executive director compensation consisted entirely of a cash-based retainer paid quarterly. Non-executive directors did not receive an annual equity award for the 2020-2021 service year. Total non-executive director compensation generally is intended to approximate the median of our compensation peer group companies.
Annual Retainer Fees
The compensation of our non-executive directors for the 2020-2021 service year consisted entirely of cash with an annual retainer of $300,000. Additional annual retainers were paid as follows: Independent Lead Director $25,000 ; Audit Committee Chair $20,000; Compensation Committee Chair $15,000; Finance Committee Chair $15,000; the Special Committee & NGS Committee Chair $10,000 and Non-Executive Chairman $75,000. All retainer fees are paid quarterly in advance and are prorated for a partial quarter of service as a director, Non-Executive Chairman, Independent Lead Director or Committee Chair.
Mr. Burke did not receive any additional compensation for his services as an executive director in 2020. Mr. Trowell's services as an executive director ended on June 15, 2020, and he also did not receive any additional compensation for his services as an executive director. Mr. Trowell received payments in accordance with the non-
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executive director compensation program described above for the period from his April 30, 2020 resignation as Executive Chairman through his June 15, 2020 retirement from the Board, which amounts are included in the All Other Compensation column of the Summary Compensation table above.
The compensation paid to non-executive directors that served on our Board in 2020 is reported in the Director Compensation Table as follows:
Director Compensation Table
For the Year Ended 31 December 2020
Name Fees Earned
or Paid
in Cash
($) Share
Awards
($) (1)
All Other Compensation
($) (2)
Total
($)
William E. Albrecht 239,583 — 354 239,937
Fredrick Arnold 233,333 — 7,333 240,666
Mary E. Francis CBE 233,333 — 997 234,330
Georges J. Lambert 233,333 — — 233,333
Suzanne P. Nimocks 245,833 — 7,688 253,521
Thierry Pilenko 233,333 — — 233,333
Keith O. Rattie (3)
49,130 — 2,306 51,436
Paul E. Rowsey, III 297,917 — — 297,917
Charles L. Szews 258,388 — 11,649 270,037
Adam Weitzman (4)
164,652 65,575 — 230,227
____________________
(1) The amounts disclosed in this column represent the aggregate grant date fair value of restricted share units awarded to current directors during 2020. Grant date fair value for restricted share units is measured using the market value of our shares on the date of grant. Mr. Weitzman received a pro-rated equity award on February 4, 2020 in connection with his partial 2019-2020 service year. Non-executive directors did not receive any equity compensation for the 2020-2021 service year.
As of 31 December 2020, the total number of share and unit awards held by each of our non-executive directors was as follows:
Name Number of Non-Deferred RSUs Held Number of Deferred RSUs Held
William E. Albrecht — 35,492
Fredrick Arnold — —
Mary E. Francis CBE 2,533 —
Georges J. Lambert — —
Suzanne P. Nimocks — 30,085
Thierry Pilenko — 42,186
Paul E. Rowsey, III 3,483 —
Charles L. Szews — 6,076
No stock options were granted to our directors during 2020, and there were no stock options held by any of our non-executive directors as of December 31, 2020.
(2) Amounts disclosed primarily represent payments made by the Company on behalf of the directors during 2020 for contributions to group health and welfare insurance.
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(3) Mr. Rattie retired from the Board on June 15, 2020.
(4) Mr. Weitzman was appointed as a director on February 1, 2020 and resigned from the Board on August 28, 2020 at which time he forfeited all remaining unvested equity awards.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Ownership of Voting Securities
The following tables show amounts and percentages of our Class A ordinary shares (the only class of our securities outstanding and eligible to vote) owned beneficially as of February 22, 2021 by (1) each person or group known by us to beneficially own more than 5% of our outstanding shares; (2) each of our directors as of the date of this annual report; (3) each of our NEOs identified in the 2020 Summary Compensation Table; and (4) all of our directors and executive officers as a group as of the date of this annual report.
Beneficial Ownership Table
Beneficial Ownership (1)
Name of Beneficial Owner Amount Percentage
Luminus Management LLC 10,183,145 5.11 % (2)
1700 Broadway, 26th Floor
New York, NY 10019
Named Executive Officers
Thomas P. Burke 737,066 — % (3)
President and Chief Executive Officer
Jonathan Baksht 56,872 — % (3)
Executive Vice President and Chief Financial Officer
Michael McGuinty 48,144 — % (3)
Senior Vice President, General Counsel and Secretary
Carl G. Trowell 225,402 — % (3)
Former Executive Chairman
Independent Directors
Paul E. Rowsey, III 57,426 — % (3)
Director
Mary E. Francis CBE 15,386 — % (3)
Director
Suzanne P. Nimocks 20,457 — % (3)
Director
William E. Albrecht — — % (3)
Director
Frederick Arnold 3,750 — % (3)
Director
Georges J. Lambert — — % (3)
Director
Thierry Pilenko 687 — % (3)
Director
Charles L. Szews 38,751 — % (3)
Director
All current directors and executive officers as a group
(13 persons) 1,136,928 — % (3)
____________________
(1) As of February 22, 2021, there were 199,613,642 shares outstanding. Unless otherwise indicated, each person or group has sole voting and dispositive power with respect to all shares.
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(2) Based on the Schedule 13D/A filed on September 15, 2020, Luminus Management LLC ("Luminus") may be deemed the beneficial owner of 10,183,145 shares, Luminus reports shared voting power over 10,183,145 shares and shared dispositive power over 10,183,145 shares.
(3) Ownership is less than 1% of our shares outstanding.
Equity Compensation Plan Information
The following table summarizes certain information related to our compensation plans under which our shares are authorized for issuance as of December 31, 2020:
Plan category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in column (a)) (1)
(a) (b) (1)
(c)
Equity compensation
plans approved by
security holders — $ — 12,213,179
Equity compensation
plans not approved by
security holders (2)
744,426 49.68 2,776,266
Total 744,426 $ 49.68 14,989,445
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(1) Restricted share units and restricted shares do not have an exercise price and, thus, are not reflected in this column.
(2) Under the 2018 Long-Term Incentive Plan , 12.2 million shares remained available for future issuances of non-vested share awards, share option awards and performance awards as of December 31, 2020.
In connection with the Pride acquisition, we assumed Pride's option plan and the outstanding options thereunder. As of December 31, 2020, options to purchase 5,000 shares at a weighted-average exercise price of $170.52 per share were outstanding under this plan. No shares are available for future issuance under this plan, no further options will be granted under this plan and the plan will be terminated upon the earlier of the exercise or expiration date of the last outstanding option.
In connection with the Atwood acquisition, we assumed Atwood’s Amended and Restated 2007 Long-Term Incentive Plan (the “Atwood LTIP”) and the options outstanding thereunder. As of December 31, 2020, options to purchase 69,352 shares at a weighted-average exercise price of $104.00 per share were outstanding under this plan. There were also 199,669 shares remaining available for future issuance, which we may grant to employees and other service providers who were not employed or engaged with us prior to the Atwood acquisition.
The Atwood LTIP, which we adopted in connection with the Atwood acquisition, provides for discretionary equity compensation awards. Awards may be granted in the form of share options, restricted share awards, share appreciation rights and performance share or unit awards. All future awards granted under the Atwood LTIP will be subject to such terms and conditions, including vesting terms, as may be determined by the plan administrator at the time of grant. Following the Atwood acquisition, the Atwood LTIP is administered by and all award decisions will be made on a discretionary basis by our Compensation Committee or Board of Directors.
In connection with the Rowan Transaction, we assumed the Amended and Restated 2013 Rowan Companies plc Incentive Plan (the “Rowan LTIP”) and the non-vested share awards, options, and share appreciation rights outstanding thereunder. As of December 31, 2020, options to purchase 244,025 shares at a weighted-average exercise price of $25.58 per share, 426,049 share appreciation rights at a weighted-average exercise price of $53.23 per share and 1,281,899 restricted share units were outstanding under this plan. There were also 2,576,597 shares remaining available for future issuance, which we may grant to employees and other service providers who were not employed or engaged with us prior to the Rowan Transaction.
The Rowan LTIP, which we adopted in connection with the Rowan Transaction, provides for discretionary equity compensation awards. Awards may be granted in the form of share options, restricted share or unit awards, share appreciation rights and performance share or unit awards. All future awards granted under the Rowan LTIP will be subject to such terms and conditions, including vesting terms, as may be determined by the plan administrator at the time of grant. Following the Rowan Transaction, the Rowan LTIP is administered by and all award decisions will be made on a discretionary basis by our Compensation Committee or Board of Directors.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Party Transactions
On January 24, 2020, the Company entered into a Cooperation and Support Agreement (the “Support Agreement”) with Luminus Management LLC ("Luminus") pursuant to which the Company agreed to reimburse Luminus for certain reasonable, documented out-of-pocket fees and expenses incurred in connection with Luminus' engagement with the Company. In 2020, the Company paid $3,000,000 to Luminus and $575,324.74 to Torque Point, an advisor that Luminus required the Company to hire pursuant to the Support Agreement. There were no related party transactions required to be reported for 2019 as defined under SEC rules.
Director Independence
Our Articles of Association and Corporate Governance Policy state that at least a majority of the Board shall be independent, as the term is defined by SEC rules and NYSE Corporate Governance Standards. Except with
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respect to their directorships and as set forth below, we do not have any business or other relationships with our independent directors. Only independent directors serve on the Board's standing committees (audit, compensation and nominating, governance and sustainability committees). In this regard, our Board has affirmatively determined that all directors (with the exception of Mr. Burke) (being Mr. Albrecht, Mr. Arnold, Ms. Francis, Mr. Lambert, Ms. Nimocks, Mr. Pilenko. Mr. Rowsey and Mr. Szews) are independent and have no material relationship with us. In addition, the Board affirmatively determined that each of Messrs. Rattie and Weitzman were independent during the period in 2020 when each such person served on the Board. Accordingly, a substantial majority of our Board currently is independent as defined above. In reaching its independence determinations, the Nominating, Governance and Sustainability Committee and the Board considered the following:
• During 2019, Mr. Pilenko was employed by an organization that does business with Valaris. The amount received by Valaris or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Valaris' or such organization's consolidated gross revenues.
• During 2019 and 2020, Mr. Albrecht served on the Board of Directors of organizations that does business with Valaris. The amount received by Valaris or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Valaris’s or such organization's consolidated gross revenues.
• During 2019, Ms. Francis served on the Board of Directors of an organization that did business with Valaris. The amount received by Valaris or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Valaris’s or such organization's consolidated gross revenues.
Our Corporate Governance Policy provides that a director who changes his or her principal occupation shall promptly notify the Board of the change and submit a pro-forma letter of resignation to the Board. Under this policy, the other directors shall then meet in private session, determine whether the change of occupation impacts the director's independence or creates a conflict of interest and decide whether to accept or reject the pro-forma resignation.
Each of our directors has prepared a Director Declaration of Interest, disclosing existing or potential conflicts of interest, in conformity with U.K. law, custom and practice. The declarations are prepared and reviewed by the Board at least annually. The Board conducted an annual review of Director Declarations of Interest during its February 2021 Board meeting.
Item 14. Principal Accounting Fees and Services
Fees and Services
Consistent with SEC rules and policies regarding auditor independence, the Audit Committee has responsibility for appointing and approving the compensation and overseeing the work of our U.S. independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our U.S. independent registered public accounting firm. Under the policy, we submit an itemized listing of all services to the Audit Committee for which pre-approval is requested. Such listing includes a description of each proposed service, the associated estimated fees and other terms of the engagement. To the extent any such service is a non-audit service, the submission includes an explanation as to why such service qualifies as a permitted non-audit service and why providing such service would not impair the independence of our U.S. independent registered public accounting firm or our U.K. statutory auditors.
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The aggregate fees (excluding value added taxes) billed to us for the fiscal years ended 31 December 2020 and 2019 by KPMG LLP (U.S.) and its affiliates (including KPMG LLP (U.K.)) were as follows (in thousands):
2020 2019
Audit Fees (1)
$ 3,270 $ 4,226
Tax Fees (2)
787 1,094
$ 4,057 $ 5,320
____________________
(1) Includes fees for the audit of our annual consolidated financial statements and audit of the effectiveness of our internal control over financial reporting included in our annual report on Form 10-K, reviews of condensed consolidated financial statements included in our quarterly reports on Form 10-Q, the audit of our U.K. statutory accounts, audits of certain subsidiary statutory accounts and procedures conducted in connection with debt or equity transactions and consents to incorporate KPMG LLP (U.S.)'s reports into registration statements filed with the SEC for each respective year.
(2) Represents fees for tax compliance and other tax-related services.
Our Audit Committee pre-approved the services provided during 2020 and 2019 described above, in accordance with our Audit Committee's policy and the pre-approval requirements of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"). Accordingly, there were no services for which the de minimus exception, as defined in Section 202 of the Sarbanes-Oxley Act, was applicable. Our Audit Committee has considered whether the provision of non-audit services by KPMG LLP (U.S.) were compatible with maintaining KPMG LLP (U.S.)'s independence and has determined that the provision of such non-audit services does not undermine KPMG LLP (U.S.)'s independence.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Financial Statements
Reports of Independent Registered Public Accounting Firm 102
Consolidated Statements of Operations 107
Consolidated Statements of Comprehensive Income 108
Consolidated Balance Sheets 109
Consolidated Statements of Cash Flows 110
Notes to Consolidated Financial Statements 111
2. Exhibits
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Exhibit
Number
Exhibit
3.1 Certificate of Incorporation on Change of Name (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2010, File No. 1-8097).
3.2 Articles of Association of Valaris plc (incorporated by reference to Annex 2 to the Registrant's Proxy Statement on Form DEF 14A filed on April 5, 2013, as adopted by Special Resolution passed on May 20, 2013, File No. 1-8097).
3.3 Articles of Association adopted by Ensco Jersey Finance Limited, a wholly-owned subsidiary of the Registrant on December 6, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
4.1 Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company), as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
4.2 First Supplemental Indenture, dated November 20, 1997, between ENSCO International Incorporated and Deutsche Bank Trust Company Americas (successor to Bankers Trust Company, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on November 24, 1997, File No. 1-8097).
4.3 Second Supplemental Indenture, dated December 22, 2009, among ENSCO International Incorporated, Ensco International plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
4.4 Form of Debenture (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on November 24, 1997, File No. 1-8097).
4.5 Indenture, dated July 1, 2004, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (successor to JPMorgan Chase Bank) (incorporated by reference to Exhibit 4.1 to Pride's Registration Statement on Form S-4 filed on August 10, 2004, File No. 333-118104).
4.6 Third Supplemental Indenture, dated August 6, 2010, between Pride International, Inc. and The Bank of New York Mellon, as Trustee, including the form of notes issued pursuant thereto (incorporated by reference to Exhibit 4.3 to Pride's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, File No. 1-13289).
4.7 Fourth Supplemental Indenture, dated May 31, 2011, among Valaris plc, Pride International, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
4.8 Form of Guarantee by Valaris plc (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K filed on May 31, 2011, File No. 1-8097).
4.9 Indenture, dated March 17, 2011, between Valaris plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.22 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
4.10 First Supplemental Indenture, dated March 17, 2011, between Valaris plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
4.11 Second Supplemental Indenture, dated as of September 29, 2014, between Valaris plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q filed on October 30, 2014, File No.1-8097).
4.12 Third Supplemental Indenture, dated as of March 12, 2015, between Valaris plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
4.13 Fourth Supplemental Indenture, dated as of January 9, 2017, between Valaris plc and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
202
4.14 Fifth Supplemental Indenture dated as of January 26, 2018, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on January 26, 2018, File No. 001-08097).
4.15 Sixth Supplemental Indenture, dated July 12, 2019, among Valaris plc and Deutsche Bank Trust Company Americas, as trustee, incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on July 12, 2019 (File No. 1-08097).
4.16 Form of Note for 4.50% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No.1-8097).
4.17 Form of Note for 5.75% Senior Notes due 2044 (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, File No.1-8097).
4.18 Form of Note for 5.20% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on March 12, 2015, File No. 1-8097).
4.19 Form of Note for 7.75% Senior Notes due 2026 (incorporated herein by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed on January 26, 2018, File No. 001-08097).
4.20 Form of Global Note for 4.700% Senior Notes due 2021 (incorporated by reference to Exhibit B of Exhibit 4.23 to Post-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed on March 17, 2011, File No. 333-156705).
4.21 Form of Note for 8.00% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on January 11, 2017, File No. 1-8097).
4.22 Form of Deed of Release of Shareholders (incorporated by reference to Annex A to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
4.23 Indenture, dated as of December 12, 2016, among Ensco plc, Ensco Jersey Finance Limited and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
4.24 Form of 3.00% Exchangeable Senior Note due 2024 (incorporated by reference to Exhibit A of Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
4.25 Deed Poll, dated as of December 12, 2016, executed by Ensco plc (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on December 12, 2016, File No. 1-8097).
4.26 Indenture for Senior Debt Securities dated as of July 21, 2009, between Rowan Companies, Inc. and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 of Rowan's Current Report on Form 8-K filed on July 21, 2009 (File No. 1-5491).
4.27 Third Supplemental Indenture dated as of May 4, 2012, among Rowan Companies, Inc., Rowan and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.4 to Rowan's Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
4.28 Fourth Supplemental Indenture, dated as of May 21, 2012, among Rowan Companies, Inc., Rowan and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Rowan's Current Report on Form 8-K filed on May 21, 2012, File No. 1-5491).
4.29 Form of 4.875% Senior Note due 2022, incorporated by reference to Exhibit 4.2 to Rowan's Current Report on Form 8-K filed on May 21, 2012 (File No. 1-5491).
4.30 Fifth Supplemental Indenture dated as of December 11, 2012, among Rowan Companies, Inc., Rowan and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.3 to Rowan ’s Current Report on Form 8-K filed on December 11, 2012 (File No. 1-5491).
4.31 Form of 5.4% Senior Note due 2042, incorporated by reference to Exhibit 4.3 to Rowan's Current Report on Form 8-K filed on December 11, 2012 (File No. 1-5491).
4.32 Sixth Supplemental Indenture dated as of January 15, 2014, among Rowan Companies, Inc., Rowan and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 of Rowan's Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
4.33 Form of 4.75% Senior Note due 2024, incorporated by reference to Exhibit 4.2 of Rowan's Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
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4.34 Seventh Supplemental Indenture dated as of January 15, 2014, among Rowan Companies, Inc., Rowan and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.3 of Rowan ’s Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
4.35 Form of 5.85% Senior Note due 2044, incorporated by reference to Exhibit 4.3 of Rowan's Current Report on Form 8-K filed on January 15, 2014 (File No. 1-5491).
4.36 Eighth Supplemental Indenture dated as of December 19, 2016, among Rowan Companies, Inc., Rowan's and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 of Rowan's Current Report on Form 8-K filed on December 19, 2016 (File No. 1-5491).
4.37 Form of 7.375% Senior Note due 2025, incorporated by reference to Exhibit 4.2 of Rowan's Current Report on Form 8-K filed on December 19, 2016 (File No. 1-5491).
4.38 Ninth Supplemental Indenture, dated as of June 7, 2019, among Rowan Companies, Inc., Rowan Companies Limited, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 11, 2019, File No. 1-8097).
4.39 Tenth Supplemental Indenture, dated as of February 3, 2020, among Rowan Companies, LLC (formerly Rowan Companies, Inc.), Rowan Companies Limited, Valaris plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on February 3, 2020, File No. 1-8097).
4.40 Eleventh Supplemental Indenture, dated as of September 10, 2020, among Valaris plc, U.S. Bank National Association, as trustee and prior trustee, and UMB Bank, National Association, as successor trustee (incorporated by reference to Exhibit 4. 2 of the Registrant’s Quarterly Report on Form 10-Q filed on October 29, 2020, File No. 1-8097).
4.41 Interim Order [I] Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock, and [II] Granting Related Relief Docket No. 110 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 25, 2020, File No. 1-8097).
4.42 Description of the Company’s Class A Ordinary Shares (incorporated by reference to Exhibit 4.42 of the Registrant’s Annual Report on Form 10-K filed on February 21, 2020, File No. 1-8097).
10.1 Fourth Amended and Restated Credit Agreement, dated May 7, 2013, by and among Ensco plc, and Pride International, Inc., as Borrowers, the Banks named therein, Citibank, N.A., as Administrative Agent, DNB Bank ASA, as Syndication Agent, Deutsche Bank Securities Inc., HSBC Bank USA, NA and Wells Fargo Bank, National Association, as Co-Documentation Agents, and Citigroup Global Markets Inc., DNB Markets, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Book Managers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 13, 2013, File No. 1-8097).
10.2 First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 30, 2014, by and among Ensco plc, and Pride International, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on October 1, 2014 File No. 1-8097).
10.3 Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 9, 2015, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on March 12, 2015 File No. 1-8097).
10.4 Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of July 1, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
10.5 Extension Agreement to Fourth Amended and Restated Credit Agreement, dated October 4, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report filed on Form 10-Q on October 27, 2016 File No. 1-8097).
10.6 Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 15, 2016, by and among Ensco plc, Pride International, Inc., the lenders party thereto and Citibank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on December 16, 2016 File No. 1-8097).
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10.7 Commitment Agreement and Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 3, 2017, among Ensco plc, Pride International LLC, certain other subsidiaries of Ensco plc party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on October 6, 2017 File No. 1-8097).
10.8 Commitment Increase Agreement and Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated as of April 9, 2019, among Ensco plc, Pride International LLC, certain other subsidiaries of Ensco plc party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant's Current Report on Form 8-K filed on April 11, 2019, File No. 1-8097).
10.9 Waiver to Fourth Amended and Restated Credit Agreement, dated as of June 1, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report filed on Form 8-K filed on June 1, 2020, File No. 1-8097).
10.10 Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
10.11 Second Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement, dated as of July 15, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report filed on Form 10-Q on October 29, 2020, File No. 1-8097).
10.12 Third Amended and Restated Waiver to Fourth Amended and Restated Credit Agreement, dated as of August 3, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report filed on Form 10-Q on October 29, 2020, File No. 1-8097).
10.13 Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of September 25, 2020, by and among Valaris plc, the subsidiary guarantors party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report filed on Form 8-K on September 28, 2020, File No. 1-8097).
10.14 Rowan Asset Transfer and Contribution Agreement, dated as of November 21, 2016, between Rowan Rex Limited and Saudi Aramco Development Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report filed on Form 10-Q on August 1, 2019, File No. 1-8097).
10.15 Amendment No. 1 to Rowan Asset Transfer and Contribution Agreement, dated as of October 17, 2017, by and between Saudi Aramco Development Company, Rowan Rex Limited and Saudi Aramco Rowan Offshore Drilling Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report filed on Form 10-Q on August 1, 2019, File No. 1-8097).
10.16 Shareholders’ Agreement dated 21 November 2016 (G) between Saudi Aramco Development Company and Rowan Rex Limited Relating to the Offshore Drilling Joint Venture (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report filed on Form 10-Q on August 1, 2019, File No. 1-8097).
10.17* Amendment No. 1 to the Shareholders' Agreement dated December 18, 2017 between Saudi Aramco Development Company, Rowan Rex Limited and ARO
10.18* Amendment No. 2 to the Shareholders' Agreement dated June 28, 2018 between Saudi Aramco Development Company, Rowan Rex Limited, ARO and Mukamala Oil Field Services Limited
10.19* Amendment No. 3 to the Shareholders' Agreement dated August 13, 2020 between Rowan Rex Limited, Mukamala Oil Field Services Limited and ARO
10.20* Amendment No. 4 to the Shareholders' Agreement dated December 1, 2020 between Rowan Rex Limited, ARO and Mukamala Oil Field Services Limited
+10.21 Form of Deed of Release of Directors (incorporated by reference to Annex B to the Registrant's Proxy Statement on Schedule 14A filed on April 5, 2011, File No. 1-8097).
+10.22 Form of Deed of Indemnity for Directors and Executive Officers of Ensco plc (incorporated by reference to Exhibit 10.27 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, File No. 1-8097).
+10.23 ENSCO Non-Employee Director Deferred Compensation Plan, effective January 1, 2004 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
205
+10.24 Amendment No. 1 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated March 11, 2008 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
+10.25 Amendment No. 2 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated August 4, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
+10.26 Amendment No. 3 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated December 22, 2009 (incorporated by reference to Exhibit 10.11 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
+10.27 Amendment No. 4 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated May 14, 2012 (incorporated by reference to Exhibit 10.7 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
+10.28 ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).
+10.29 Amendment No. 1 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated March 11, 2008 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).
+10.30 Amendment No. 2 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated November 4, 2008 (incorporated by reference to Exhibit 10.57 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
+10.31 Amendment No. 3 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated August 4, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
+10.32 Amendment No. 4 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated December 22, 2009 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
+10.33 Amendment No. 5 to the Ensco Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated May 14, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
+10.34 ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 4, 2008 (incorporated by reference to Exhibit 10.56 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-8097).
+10.35 Amendment No. 1 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated August 4, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, File No. 1-8097).
+10.36 Amendment No. 2 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated November 3, 2009 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-8097).
+10.37 Amendment No. 3 to the ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated December 22, 2009 (incorporated by reference to Exhibit 10.8 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
+10.38 Amendment No. 4 to the Ensco 2005 Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 14, 2012 (incorporated by reference to Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on May 15, 2012, File No. 1-8097).
+10.39 Amendment No. 5 to the Ensco 2005 Amended and Restated Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2005), dated May 21, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 24, 2013, File No. 1-8097).
206
+10.40 Amendment No. 6 to the ENSCO 2005 Supplemental Executive Retirement Plan (as amended and restated effective January 1, 2005), dated December 19, 2019. (incorporated by reference to Exhibit 10. 28 to the Registrant's Annual Report on Form 10- K for the year ended December 31, 2019 , File No. 1-8097).
+10.41 ENSCO 2005 Benefit Reserve Trust, effective January 1, 2005 (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on January 5, 2005, File No. 1-8097).
+10.42 Deed of Assumption relating to Equity Incentive Plans of ENSCO International Incorporated, dated December 22, 2009, executed by Ensco International plc (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
+10.43 Form of Deed of Indemnity of Ensco International plc (incorporated by reference to Exhibit 10.13 to the Registrant's Current Report on Form 8-K filed on December 23, 2009, File No. 1-8097).
+10.44 Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2012 (incorporated by reference to Annex A to the Registrant's Proxy Statement filed on April 4, 2012, File No. 1-8097).
+10.45 First Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective August 21, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8097).
+10.46 Second Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 1-8097).
+10.47 Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2015, File No. 1-8097).
+10.48 Fourth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 25, 2016, File No. 1-8097).
+10.49 Fifth Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 24, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 23, 2017, File No. 1-8097).
+10.50 Form of Ensco plc 2012 Long-Term Incentive Plan Restricted Share Award Agreement (executives) (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-8097).
+10.51 Form of Ensco plc 2012 Long-Term Incentive Plan Restricted Share Unit Award Agreement (executives) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-8097).
+10.52 Form of Ensco plc 2012 Long-Term Incentive Plan Performance Unit Award Agreement (executives) (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-8097).
+10.53 Form of Ensco plc 2012 Long-Term Incentive Plan Restricted Share Unit Award Agreement (non-employee directors) (incorporated by reference to Exhibit 10.6 the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, File No. 1-8097).
+10.54 Form of Deed of Indemnity entered into between Ensco plc and Carl Trowell as of June 2, 2014 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q filed on August 1, 2014, File No. 1-8097).
+10.55 Form of Change in Control Severance Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 28, 2016, File No. 1-8097).
+10.56 Ensco plc 2018 Long-Term Incentive Plan (incorporated to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 22, 2018, File No. 1-8097).
+10.57 Form of Ensco plc 2018 Long-Term Incentive Plan Non-Employee Director Restricted Share Unit Award Agreement (incorporated to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on May 22, 2018, File No. 1-8097).
+10.58 Amendment to 2018 Valaris plc Long Term Incentive Plan (incorporated by reference to Annex 2 to the Registrant’s Proxy Statement on Schedule DEF 14A filed on April 27, 2020, File No. 1-8097) .
207
+10.59 Amended and Restated Employment Agreement, dated as of October 7, 2018, by and between Carl Trowell and Ensco Services Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 9, 2018, File No. 1-8097).
+10.60 Deed of Amendment No. 1 to Restated Employment Agreement of Carl Trowell, dated as of April 26, 2020 (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
+10.61 Consultancy Agreement of Carl Trowell, dated as of April 26, 2020 (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
+10.62 Employment Agreement, dated as of October 7, 2018, by and between Dr. Thomas Burke, Rowan Companies Inc., ENSCO Global Resources Limited and, solely for the purposes of guaranteeing ENSCO Global Resources Limited’s obligations thereunder, Ensco plc (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 9, 2018, File No. 1-8097).
+10.63 Form of Ensco plc 2018 Long-Term Incentive Plan Restricted Share Unit Award Agreement (Executives) (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 11, 2019, File No. 1-8097).
+10.64 Restoration Plan of Rowan Companies, Inc. (as amended and restated effective January 1, 2013), incorporated by reference to Exhibit 10.7 to Rowan's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-5491).
+10.65 Form of Restricted Share Notice pursuant to the 2009 Rowan Companies, Inc. Incentive Plan, incorporated by reference to Exhibit 10.5 to Rowan's Current Report on Form 8-K filed on May 4, 2012 (File No. 1-5491).
+10.66 Form of Non-Employee Director Restricted Share Unit Notice pursuant to 2009 Rowan Companies, Inc. Incentive Plan, incorporated by reference to Exhibit 10.8 of Rowan's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (File No. 1-5491).
+10.67 Forms of Share Appreciation Right Award Notice pursuant to the 2009 Rowan Companies, Inc. Incentive Plan, incorporated by reference to Exhibit 10.1 to Rowan's Current Report on Form 8-K filed on March 8, 2013 (File No. 1-5491).
+10.68 Retirement Policy of Rowan, effective March 6, 2013, incorporated by reference to Exhibit 10.2 to Rowan's Current Report on Form 8-K filed on March 8, 2013 (File No. 1-5491).
+10.69 Form of Employee Restricted Share Unit Notice pursuant to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.2 to Rowan's Current Report on Form 8-K filed on April 30, 2013 File No. 1-5491).
+10.70 Form of Share Appreciation Right Notice pursuant to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.3 to Rowan's Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
+10.71 Non-Employee Director Restricted Share Unit Notice pursuant to Annex 1 to the 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Exhibit 10.5 to Rowan's Current Report on Form 8-K filed on April 30, 2013 (File No. 1-5491).
+10.72 Form of Change in Control Agreement entered into with executives on or after April 25, 2014, incorporated by reference to Exhibit 10.31 to Rowan's Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-5491).
+10.73 Form of Restricted Share Unit Award Notice , incorporated by reference to Exhibit 10.1 of Rowan's Current Report on Form 8-K file on February 24, 2017 (File No. 1-5491).
+10.74 Valaris Executive Severance Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
+10.75 Amended and Restated 2013 Rowan Companies plc Incentive Plan (effective April 26, 2013), incorporated by reference to Annex A to the Company’s proxy statement filed on March 13, 2013 (File No. 1-5491)
+10.76 2009 Rowan Companies, Inc. Incentive Plan (as Amended and Restated and as Assumed and Adopted by the Company, effective May 4, 2012), incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 4, 2012
208
+10.77 Cooperation and Support Agreement between Valaris plc and Luminus Management LLC, effective January 24, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 27, 2020, File No. 1-8097).
+10.78 First Amendment to Cooperation and Support Agreement, dated as of August 28, 2020, by and among Valaris plc and Luminus Management, LLC (incorp orated by reference to Exhibi t 10.1 to the Registrant's Current Report filed on Form 8-K on August 28, 2020, File No. 1-8097).
+10.79 Form of 2020 Performance Unit Award Agreement (Non-UK resident Executives)(incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report filed on Form 10-Q on April 30, 2020, File No. 1-8097)
+10.80 Form of 2020 Performance Unit Award Agreement (UK resident Executives)(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report filed on Form 10-Q on April 30, 2020, File No. 1-8097).
+10.81 Form of 2020 Restricted Share Unit Award Agreement (CEO)(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report filed on Form 10-Q on April 30, 2020, File No. 1-8097).
+10.82 Valaris Cash Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097)
+10.83 Forbearance Agreement, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097)
+10.84 Forbearance Agreement, dated as of July 15, 2020, a mong ce rtain beneficial holders or investment managers or advisors for such beneficial holders of the Company 's outsta nding senior notes (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Re p ort filed on Form 10-Q on October 29 , 2020 Fi le No. 1-8097).
+10.85 Form of Executive STI Retention Bonus Letter Agreement (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
+10.86 Form of Executive STI Retention Bonus Letter Agreement (Messrs. Baksht and McGuinty) (incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report filed on Form 10-Q on July 30, 2020, File No. 1-8097).
+10.87 Form of Executive STI Retention Bo nus Letter Ag reement (Retention) ( incorporated by refere nce to E xhibit 10.11 to the Registrant's Q uarterly Report f il ed on Form 10- Q on July 30, 2020, File No. 1-80 97).
+10.88 Restructuring Support Agreement, dated August 18, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report filed on Form 8-K on August 19, 2020, File No. 1-8097).
+10.89 Backstop Commitment Agreement, dated August 18, 2020, by and among the company and the commitment parties named therein (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report filed on Form 8-K on August 19, 2020, File No. 1-8097).
+10.90 Amendment to Restructuring Support Agreement and Backstop Commitment Agreement dated as of September 10, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on September 11, 2020, File No. 1-8097).
+10.91 Second Amendment to Restructuring Support Agreement, by and among Valaris plc, its Affiliate Debtors and the noteholders party thereto, dated as of February 5, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report filed on Form 8-K on February 8, 2021, File No. 1-8097).
+10.92 Third Amendment to Backstop Commitment Agreement, by and among Valaris plc, its Affiliate Debtors and the Commitment Parties, dated as of February 5, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report filed on Form 8-K on February 8, 2021, File No. 1-8097).
*21.1 Subsidiaries of the Registrant .
*23.1 Consent of Independent Registered Public Accounting Firm.
*31.1 Certification of the Chief Executive Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*31.2 Certification of the Chief Financial Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1 Certification of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2 Certification of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCH Inline XBRL Taxonomy Extension Schema Document
*101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
*101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
*104 The cover page of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL (included with Exhibit 101 attachments).
*
**
+ Filed herewith.
Furnished herewith.
Management contracts or compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
Certain agreements relating to our long-term debt have not been filed as exhibits as permitted by paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K since the total amount of securities authorized under any such agreements do not exceed 10% of our total assets on a consolidated basis. Upon request, we will furnish to the SEC all constituent agreements defining the rights of holders of our long-term debt not filed herewith.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on March 2, 2021.
Valaris plc
(Registrant)
By /s/ THOMAS P. BURKE
Thomas P. Burke
President and Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signatures
Title
Date
/s/ THOMAS P. BURKE
Thomas P. Burke
President and Chief Executive Officer and Director March 2, 2021
/s/ WILLIAM E. ALBRECHT
William E. Albrecht
Director March 2, 2021
/s/ FREDERICK ARNOLD
Frederick Arnold
Director March 2, 2021
/s/ MARY E. FRANCIS CBE
Mary E. Francis CBE
Director March 2, 2021
/s/ GEORGES J. LAMBERT
Georges J. Lambert
Director March 2, 2021
/s/ SUZANNE P. NIMOCKS
Suzanne P. Nimocks
Director March 2, 2021
/s/ THIERRY PILENKO
Thierry Pilenko
Director March 2, 2021
/s/ PAUL E. ROWSEY, III
Paul E. Rowsey, III
Board Chairman March 2, 2021
/s/ CHARLES L. SZEWS
Charles L. Szews
Director March 2, 2021
/s/ JONATHAN H. BAKSHT
Jonathan H. Baksht
Executive Vice President and
Chief Financial Officer
(principal financial officer) March 2, 2021
/s/ COLLEEN W. GRABLE
Colleen W. Grable
Controller (principal accounting officer) March 2, 2021
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