4 unchanged sentences
Changes in Internal Controls – There were no material changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: See " Item 8 .
Financial Statements and Supplementary Data " for Management's Report on Internal Control Over Financial Reporting.
Other Information
−Removed: Not applicable .
+Added: During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
37 unchanged sentences
(1) Restricted share units do not have an exercise price and, thus, are not reflected in this column.
−Removed: (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.
+Added: (2) The number of awards granted for performance awards reflect the shares that would be issued if the target level of performance were to be achieved.
Additional information required by this item is included in our Proxy Statement and incorporated herein by reference.
4 unchanged sentences
Exhibits, Financial Statement Schedules
−Removed: (a) The following documents are filed as part of this report:
−Removed: Financial Statements
+Added: (1) Index to Financial Statements
+Added: Included in Part II of this report:
+Added: Management's Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Houston, Texas , Auditor Firm ID:
4 unchanged sentences
Notes to Consolidated Financial Statements 81
+Added: (2) Financial Statement Schedules
+Added: All required schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto.
2.1 Fourth Amended Joint Chapter 11 Plan of Reorganization of Valaris plc and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit A of Order Confirming the Debtor's Fourth Amended Joint Chapter 11 Plan of Reorganization, filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 5, 2021, File No .
1 unchanged sentence
3.2 Bye-laws of Valaris Limited (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 30, 2021, File No.
−Removed: 4.1 Indenture, dated April 19, 2023, among Valaris Limited, Valaris Finance Company LLC, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (including the form of Second Lien Note attached thereto) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K fil ed on April 19, 2023, File No, 1-8097)
+Added: 4.1 Indenture, dated April 19, 2023, among Valaris Limited, Valaris Finance Company LLC, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (including the form of Second Lien Note attached thereto) (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on April 19, 2023, File No, 1-8097)
Warrant Agreement, dated as of April 30, 2021, by and between Valaris Limited and Computershare Inc.
48 unchanged sentences
+10.25 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.
−Removed: +10.26 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.
−Removed: +10.27 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.
−Removed: +10.28 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.
−Removed: +10.29 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.
−Removed: +10.30 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.
−Removed: +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.
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.
8 unchanged sentences
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.
−Removed: Valaris Non-Executive Severance Plan (as amended and restated on 30 April 2020) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 3, 2022, File No.
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.
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.
−Removed: 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.
−Removed: 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.
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.
2 unchanged sentences
2023 Form of RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
+Added: 2 024 Form of PSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2024, File No.
+Added: 2 024 Non-Employee Director Form of Rest ricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 1, 2024, File No.
Credit Agreement, dated April 3, 2023, among Valaris Limited, Citibank, N.A., as administrative agent, Wilmington Savings Fund Society, FSB, as collateral trustee, the issuing banks party thereto and Citibank, N.A., Deutsche Bank Securities Inc.
−Removed: and DNB Markets, Inc., as joint lead arrangers and lead bookrunners (incorporated by reference to Exhibit 10.
−Removed: 3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
+Added: and DNB Markets, Inc., as joint lead arrangers and lead bookrunners (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 2, 2023, File No.
Collateral Trust Agreement, dated April 19, 2023, by and among Valaris Limited, Valaris Finance Company LLC, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filled on April 19, 2023, File No, 1-8097).
+Added: V alaris Securities Trading Policy
*21.1 Subsidiaries of the Registrant
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: V alaris Limited Clawback Policy
+Added: Valaris Limited Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report filed on Form 10-K on February 2 2, 202 4 ) .
*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.
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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.
+Added: /s/ ANTON DIBOWITZ
+Added: Anton Dibowitz
+Added: Director, President and Chief Executive Officer (principal executive officer)
+Added: February 20, 2025
/s/ CHRISTOPHER T.
2 unchanged sentences
February 20, 2025
+Added: /s/ MELISSA BARRON
+Added: Melissa Barron
+Added: (principal accounting officer)
+Added: February 20, 2025
+Added: /s/ ELIZABETH D.
+Added: Chair of the Board February 20, 2025
/s/ DICK FAGERSTAL
10 unchanged sentences
Director February 20, 2025
−Removed: /s/ ELIZABETH D.
−Removed: Chair of the Board February 22, 2024
−Removed: /s/ DEEPAK MUNGANAHALLI
−Removed: Deepak Munganahalli
−Removed: Director February 22, 2024
−Removed: Director February 22, 2024
−Removed: /s/ COLLEEN W.
−Removed: Vice President and Controller (principal accounting officer)
−Removed: February 22, 2024
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.