Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

Activity in our various shareholders' equity accounts for each of the years in the three-year period ended December 31, 2019 was as follows (in millions):



	Shares	Par Value		Additional Paid-in Capital			Retained Earnings			AOCI			Treasury Shares			Non-controlling Interest
BALANCE, December 31, 2016	77.6	$	31.1	$	6,402.2		$	1,864.1		$	19.0		$	(65.8	)	$	4.4
Net loss	—	—		—			(303.7		)	—			—			(.5		)
Dividends paid ($0.16 per share)	—	—		—			(13.6		)	—			—			—
Cumulative-effect reduction from adoption of ASU 2016-16							(14.1		)
Distributions to noncontrolling interests	—	—		—			—			—			—			(6.0		)
Equity issuance in connection with Atwood Merger	33.1	13.2		757.5			—			—			—			—
Shares issued under share-based compensation plans, net	1.1	.5		(.4		)	—			—			(1.3		)	—
Repurchase of shares	—	—		—			—			—			(1.9		)	—
Share-based compensation cost	—	—		35.7			—			—			—			—
Net other comprehensive income	—	—		—			—			9.6			—			—
BALANCE, December 31, 2017	111.8	44.8		7,195.0			1,532.7			28.6			(69.0		)	(2.1		)
Net loss	—	—		—			(639.7		)	—			—			3.1
Dividends paid ($0.16 per share)	—	—		—			(18.0		)	—			—			—
Cumulative-effect reduction from adoption of ASU 2018-02	—	—		—			(.8		)	.8			—			—
Shares issued under share-based compensation plans, net	3.4	1.4		(.6		)	—			—			(1.3		)	—
Distributions to noncontrolling interests	—	—		—			—			—			—			(3.6		)
Repurchase of shares	—	—		—			—			—			(1.9		)	—
Share-based compensation cost	—	—		30.6			—			—			—			—
Net other comprehensive income	—	—		—			—			(11.2		)	—			—
BALANCE, December 31, 2018	115.2	46.2		7,225.0			874.2			18.2			(72.2		)	(2.6		)
Net loss	—	—		—			(198.0		)	—			—			5.8
Dividends paid ($0.04 per share)	—	—		—			(4.5		)	—			—			—
Equity issuance in connection with the Rowan Transaction	88.0	35.2		1,367.5			—			—			.1			—
Shares issued under share-based compensation plans, net	2.7	1.1		(1.3		)	—			—			(.7		)	—
Repurchase of shares	—	—		—			—			—			(4.5		)	—
Share-based compensation cost	—	—		37.2			—			—			—			—
Equity issuance cost	—	—		(.6		)	—			—			—			—
Net changes in pension and other postretirement benefits	—	—		—			—			(21.7		)	—			—
Distributions to noncontrolling interests	—	—		—			—			—			—			(4.5		)
Net other comprehensive income	—	—		—			—			9.7			—			—
BALANCE, December 31, 2019	205.9	$	82.5	$	8,627.8		$	671.7		$	6.2		$	(77.3	)	$	(1.3	)

In connection with the Rowan Transaction on April 11, 2019, we issued 88.3 million Class A ordinary shares with an aggregate value of $1.4 billion. See Note 3 for additional information.

On April 11, 2019, we completed our combination with Rowan and effected the Reverse Stock Split. All share and per-share amounts in these consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split.

In October 2017, as a result of our acquisition of Atwood Oceanics, Inc. (the "Atwood Merger"), we issued 33.1 million of our Class A Ordinary shares, representing total equity consideration of $770.7 million based on a closing price of $5.83 per Class A ordinary share on October 5, 2017, the last trading day before the Merger Date.

As a U.K. company governed in part by the U.K. Companies Act 2006, we cannot issue new shares (other than in limited circumstances) without being authorized by our shareholders. At our 2019 annual general meeting, our shareholders authorized the allotment of 67.6 million Class A ordinary shares (or 135.3 million Class A ordinary shares in connection with an offer by way of a rights issue or other similar issue), subject to the completion of the Rowan Transaction.

Under English law, we are only able to declare dividends and return funds to our shareholders out of the accumulated distributable reserves on our statutory balance sheet. The declaration and amount of future dividends is at the discretion of our Board of Directors and will depend on our profitability, liquidity, financial condition, market outlook, reinvestment opportunities, capital requirements and other factors and restrictions our Board of Directors deems relevant. There can be no assurance that we will pay a dividend in the future.

Our shareholders approved a share repurchase program at our annual shareholder meeting held in May 2018. Subject to certain provisions under English law, including the requirement of Valaris plc to have sufficient distributable reserves, we may repurchase shares up to a maximum of $500.0 million in the aggregate from one or more financial intermediaries under the program, but in no case more than 16.3 million shares. The program terminates in May 2023. As of December 31, 2019, there had been no share repurchases under this program.