1 unchanged sentence
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: 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 Interim 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.
−Removed: Changes in Internal Controls – During the quarter ended December 31, 2021 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.
+Added: 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.
+Added: Changes in Internal Controls – There were no material changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Financial Statements and Supplementary Data" for Management's Report on Internal Control Over Financial Reporting.
37 unchanged sentences
Total 1,674,952 $ — 7,106,439
−Removed: (1) Restricted share units and restricted shares do not have an exercise price and, thus, are not reflected in this column.
+Added: (1) Restricted share units do not have an exercise price and, thus, are not reflected in this column.
(2) The number of awards granted for performance awards reflect the shares that would be granted if the target level of performance were to be achieved.
19 unchanged sentences
9 to the Registration Statement on Form S-1 filed on July 7, 2021, File No.
−Removed: 4.4* Second Supplemental Indenture, dated as of January 12, 2022, among Valaris Limited, Valaris United LLC, and Wilmington Savings Fund, FSB as collateral agent and trustee .
+Added: 4.3 Second Supplemental Indenture, dated as of January 12, 2022, among Valaris Limited, Valaris United LLC, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
+Added: 4.4 Third Supplemental Indenture, dated as of June 14, 2022, among Valaris Limited, Ensco (Thailand) Limited, and Wilmington Savings Fund, FSB as collateral agent and trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2022, File No.
+Added: 4.5 Fourth Supplemental Indenture, dated August 19, 2022, among Valaris Limited, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and first lien collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on August 22, 2022, File No.
4.6 Warrant Agreement, dated as of April 30, 2021, by and between Valaris Limited and Computershare Inc.
1 unchanged sentence
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 4.6* Description of the Company’s Common Shares.
−Removed: 4.7* Description of the Company’s Warrants.
+Added: 4.7 Description of the Company’s Common Shares (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
+Added: 4.8 Description of the Company’s Warrants (incorporated by reference to Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
10.1 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.
3 unchanged sentences
10.4 Amendment No.
−Removed: 1 to the Shareholders' Agreement dated December 18, 2017 between Saudi Aramco Development Company, Rowan Rex Limited and ARO (incorporated by reference to Exhibit 10.17 to the Registrant's Ann ual Report filed on Form 10-K on March 2, 2021) .
+Added: 1 to the Shareholders' Agreement dated December 18, 2017 between Saudi Aramco Development Company, Rowan Rex Limited and ARO (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report filed on Form 10-K on March 2, 2021) .
10.5 Amendment No.
3 unchanged sentences
10.7 Amendment No.
−Removed: 4 to the Shareholders' Agreement dated December 1, 2020 between Rowan Rex Limited, ARO and Mukamala Oil Field Services Limited ( incorporated by reference to Exhibit 10.
−Removed: 20 to the Registrant's Annual Report filed on Form 10-K on March 2, 2021)
+Added: 4 to the Shareholders' Agreement dated December 1, 2020 between Rowan Rex Limited, ARO and Mukamala Oil Field Services Limited (incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report filed on Form 10-K on March 2, 2021)
+10.8 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.
37 unchanged sentences
+10.31 Settlement Agreement dated September 14, 2021, among ENSCO Global Resources Limited, Thomas Burke and Valaris Limited (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2021, File No.
−Removed: +10.32 Separation and Release Agreement, dated September 15, 2021, between Jonathan Baksht and Valaris (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2021, File No.
−Removed: +10.33 Interim CFO Letter Agreement, dated August 18, 2021, between Darin Gibbins and Valaris (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2021, File No.
−Removed: +10.34 Form of Valaris Limited 2021 Management Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
+Added: +10.32 Valaris Limited 2021 Management Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
+10.33 Form of PSU Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 2, 2021, File No.
5 unchanged sentences
10.39 Support Agreement, dated as of December 9, 2021, among Valaris Limited, Famatown Financial Limited and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2021, File No.
−Removed: +10.42 Executive Severance Plan of Valaris Limited (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 10.43* Employment Agreement, effective as of December 8, 2021, by and between Anton Dibowitz, Ensco Corporate Resources LLC and Valaris Limited.
−Removed: 10.44* Cash Retention Letter (Gilles Luca) effective as of August 18, 2021
−Removed: 10.45* Amendment to Cash Retention Letter (Gilles Luca) effective as of January 20, 2022.
+Added: 10.40 Amendment No.
+Added: 1 to Support Agreement dated as of January 25, 2023, among Valaris Limited, Famatown Financial Limited and the other parties thereto (incorporated by reference to Exhibit 10.
+Added: 1 to the Registrant’s Current Report on Form 8-K filed on January 27 , 202 3 , File No.
+Added: +10.41 Amended and Restated Valaris Executive Severance Plan, dated as of April 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 2 , 2022, File No.
+Added: +10.42 Valaris Non-Executive Severance Plan (as amended and restated on 30 April 2020) (incorporated by reference to Exhibit 10.
+Added: 1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 3 , 202 2 , File No.
+Added: +10.43 Employment Agreement, effective as of December 8, 2021, by and between Anton Dibowitz, Ensco Corporate Resources LLC and Valaris Limited (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
+Added: +10.44 Employment Agreement, commencing as of September 24, 2022, by and between Ensco Services Limited and Matthew Lyne (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 1 , 2022, File No.
+Added: +10.45 Cash Retention Letter (Gilles Luca) effective as of August 18, 2021 (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
+Added: +10.46 Amendment to Cash Retention Letter (Gilles Luca) effective as of January 20, 2022 (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2022, File No.
+Added: +10.47 Form of Indemnification Agreement, by and between Valaris and its officers and directors (incorporated by reference to Exhibit 10.37 to the Registrant's Amendment No.
+Added: 1 to its Registration Statement on Form S-1 filed on June 14, 2021, File No.
*21.1 Subsidiaries of the Registrant .
26 unchanged sentences
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.
−Removed: /s/ DARIN GIBBINS
−Removed: Darin Gibbins
−Removed: Interim Chief Financial Officer and Vice President, Investor Relations and Treasurer
+Added: /s/ CHRISTOPHER T.
+Added: Christopher T.
+Added: Senior Vice President and Chief Financial Officer (principal financial officer)
February 21, 2023
+Added: /s/ GUNNAR ELIASSEN
+Added: Gunnar Eliassen
+Added: Director February 21, 2023
/s/ DICK FAGERSTAL
4 unchanged sentences
Director February 21, 2023
+Added: /s/ CATHERINE HUGHES
+Added: Catherine Hughes
+Added: Director February 21, 2023
/s/ ELIZABETH D.
5 unchanged sentences
/s/ COLLEEN W.
−Removed: Controller (principal accounting officer) February 22, 2022
+Added: Vice President and Controller (principal accounting officer)
+Added: February 21, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.