Shareholders' Equity

12 Months Ended

Dec. 31, 2020

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, 2020 was as follows (in millions, except per share amounts):


	Shares	Par Value		Additional Paid-in Capital		Retained Earnings		AOCI		Treasury Shares		Non-controlling Interest
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		—		—
Distributions to noncontrolling interests	—	—		—		—		—		—		(3.6)
Shares issued under share-based compensation plans, net	3.4	1.4		(.6)		—		—		(1.3)		—
Repurchase of shares	—	—		—		—		—		(1.9)		—
Share-based compensation cost	—	—		30.6		—		—		—		—
Net other comprehensive loss	—	—		—		—		(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)		—
Distributions to noncontrolling interests	—	—		—		—		—		—		(4.5)
Repurchase of shares	—	—		—		—		—		(4.5)		—
Equity issuance cost	—	—		(.6)		—		—		—		—
Share-based compensation cost	—	—		37.2		—		—		—		—
Net changes in pension and other postretirement benefits	—	—		—		—		(21.7)		—		—
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)
Net loss	—	—		—		(4,855.5)		—		—		(2.1)
Shares issued under share-based compensation plans, net	.2	.1		(1.9)		—		—		2.0		—
Repurchase of shares	—	—		—		—		—		(.9)		—
Share-based compensation cost	—	—		21.2		—		—		—		—
Net changes in pension and other postretirement benefits	—	—		—		—		(76.5)		—		—
Purchase of noncontrolling interests	—	—		(7.2)		—		—		—		—
Distributions to noncontrolling interests	—	—		—		—		—		—		(.9)
Net other comprehensive loss	—	—		—		—		(17.6)		—		—
BALANCE, December 31, 2020	206.1	$	82.6	$	8,639.9	$	(4,183.8)	$	(87.9)	$	(76.2)	$	(4.3)

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 4 - Rowan Transaction" for additional information.

As a U.K. public limited company subject to the U.K. Companies Act 2006, we cannot issue new shares (other than in limited circumstances) without being authorized by our shareholders. At our 2020 annual general meeting held on June 15, 2020, our shareholders authorized the allotment of shares up to an aggregate nominal amount of $26,431,699 (or up to an aggregate nominal amount equal to $52,863,399 in connection with an offer by way of a rights issue or other similar pre-emptive issue), representing approximately 33.3% and 66.6% respectively of the issued share capital (excluding treasury shares) of Valaris plc as of 20 April 2020.

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 repurchase program at our annual shareholder meeting held in May 2018. Subject to certain provisions under English law, including the requirement for Valaris plc to have sufficient distributable reserves and for the Board to conclude that a repurchase is in the best interest of Valaris plc taking into account the interests of relevant stakeholders, 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, 2020, there had been no share repurchases under the repurchase program. Our DIP Facility only permits the repurchase of shares of our common stock in certain circumstances and the repurchase of shares would likely require approval of the bankruptcy court. We do not currently expect to make repurchases under the program whilst Valaris plc remains subject to chapter 11 bankruptcy proceedings.