Form 10-Q Valaris Ltd For: Jun 30
Tweet
Share
E-mailAMENDMENT NO. 6 TO THE
ENSCO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2004)
THIS AMENDMENT No. 6 is executed this 30th day of June 2021, and effective as 1 July 2021, by ENSCO International Incorporated, having its principal office in Houston, Texas (hereinafter referred to as the “Company”).
WITNESSETH:
WHEREAS, the Company sponsors the ENSCO Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2004, and as further amended by Amendments No. 1 through 5 thereto (the “SERP”);
WHEREAS, the Compensation Committee of the Board of Directors of the Company’s parent, Valaris Limited, a Bermuda exempted company, approved this further amendment to the SERP on 10 June 2021; and
WHEREAS, the Company desires to adopt this Amendment No. 6 to the SERP in order to apply a quarterly interest credit to the frozen notional accounts under the SERP in an amount tied to the 10-year U.S. treasury rate.
NOW, THEREFORE, in consideration of the premises and the covenants herein contained, and in accordance with Section 10.1 of the SERP, the Company hereby adopts the following Amendment No. 6 to the SERP, effective as of 1 July 2021:
1. A new Section 4.7 is hereby added to the SERP to read as follows:
Effective for the period from 28 April 2021 through 1 July 2021, no amounts, including earnings or losses, shall be credited to any Participant’s Accounts. Commencing effective as of 1 July 2021, with the first such interest credit applied on September 30, 2021, Participant’s Accounts shall be credited with the quarterly interest credits described in this Section 4.7. As of the last day of each quarter in each calendar year, and as of each distribution date with respect to a Participant in a calendar quarter, each Participant’s Account shall be credited with an interest equivalent based upon the rate of interest paid on ten-year United States treasury notes (as reflected in the United States Federal Reserve’s Statistical Release H.15, or any successor publication) in November of the immediately preceding calendar year and the balances in each Account as of the first day of such quarter.
[Signature page follows.]
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 6 to the amendment and restatement of the SERP to be executed on the date first above written.
ENSCO INTERNATIONAL INCORPORATED /s/ Colleen Grable | ||
| By: Colleen Grable | ||
| Its: Vice President and Secretary | ||
AMENDMENT NO. 7 TO THE
ENSCO 2005 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2005)
THIS AMENDMENT No. 7 is executed this 30th day of June 2021, and effective as 1 July 2021, by ENSCO International Incorporated, having its principal office in Houston, Texas (hereinafter referred to as the “Company”).
WITNESSETH:
WHEREAS, the Company sponsors the ENSCO 2005 Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2005, and as further amended by Amendments No. 1 through 6 thereto (the “SERP”);
WHEREAS, the Compensation Committee of the Board of Directors of the Company’s parent, Valaris Limited, a Bermuda exempted company, approved this further amendment to the SERP on 10 June 2021; and
WHEREAS, the Company desires to adopt this Amendment No. 7 to the SERP in order to apply a quarterly interest credit to the frozen notional accounts under the SERP in an amount tied to the 10-year U.S. treasury rate.
NOW, THEREFORE, in consideration of the premises and the covenants herein contained, and in accordance with Section 10.1 of the SERP, the Company hereby adopts the following Amendment No. 6 to the SERP, effective as of 1 July 2021:
1.A new Section 4.8 is hereby added to the SERP to read as follows:
Effective for the period from 28 April 2021 through 1 July 2021, no amounts, including earnings or losses, shall be credited to any Participant’s Accounts. Commencing effective as of 1 July 2021, with the first such interest credit applied on September 30, 2021, each Participant’s Accounts shall be credited with the quarterly interest credits described in this Section 4.8. As of the last day of each quarter in each calendar year, and as of each distribution date with respect to a Participant in a calendar quarter, each Participant’s Accounts shall be credited with an interest equivalent based upon the rate of interest paid on ten-year United States treasury notes (as reflected in the United States Federal Reserve’s Statistical Release H.15, or any successor publication) in November of the immediately preceding calendar year and the balances in each Account as of the first day of such quarter.
[Signature page follows.]
IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 7 to the amendment and restatement of the ENSCO 2005 Supplemental Executive Retirement Plan to be executed on the date first above written.
ENSCO INTERNATIONAL INCORPORATED /s/ Colleen Grable | ||
| By: Colleen Grable | ||
| Its: Vice President and Secretary | ||
Exhibit 31.1
CERTIFICATION
I, Thomas P. Burke, certify that:
1.I have reviewed this report on Form 10-Q for the fiscal quarter ending June 30, 2021 of Valaris Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: | August 3, 2021 | ||||||||||
| /s/ Thomas P. Burke | |||||||||||
| Thomas P. Burke President and Chief Executive Officer and Director | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Jonathan H. Baksht, certify that:
1.I have reviewed this report on Form 10-Q for the fiscal quarter ending June 30, 2021 of Valaris Limited;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: | August 3, 2021 | ||||||||||
| /s/ Jonathan H. Baksht | |||||||||||
| Jonathan H. Baksht Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Valaris Limited (the "Company") on Form 10-Q for the period ending June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas P. Burke, President and Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (the "Act"), that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Thomas P. Burke | ||||||||
| Thomas P. Burke President and Chief Executive Officer and Director | ||||||||
| August 3, 2021 | ||||||||
The foregoing certification is being furnished solely pursuant to § 906 of the Act and Rule 13a-14(b) promulgated under the Exchange Act and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Valaris Limited (the "Company") on Form 10-Q for the period ending June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jonathan H. Baksht, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (the "Act"), that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Jonathan H. Baksht | ||||||||
| Jonathan H. Baksht Executive Vice President and Chief Financial Officer | ||||||||
| August 3, 2021 | ||||||||
The foregoing certification is being furnished solely pursuant to § 906 of the Act and Rule 13a-14(b) promulgated under the Exchange Act and is not being filed as part of the Report or as a separate disclosure document.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Stockholder Alert: Robbins LLP Informs Investors of the Class Action Filed Against Compass Minerals International, Inc. (CMP)
- ROSEN, NATIONAL TRIAL LAWYERS, Encourages Northern Genesis Acquisition Corp. n/k/a The Lion Electric Company Investors to Secure Counsel Before Important Deadline in Securities Class Action – NGA
- CoTec Holdings Corp. Announces Initial Closing of Non-Brokered Private Placement
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
