SEC Comment Letter 0000000000-22-013506 to Valaris Ltd (VAL, VAL-WT) (CIK 0000314808) (VAL)
Valaris Ltd (VAL, VAL-WT) (CIK 0000314808)
Date: Dec. 15, 2022 · CIK: 0000314808 · Accession: 0000000000-22-013506
AI Filing Summary & Sentiment
File numbers found in text: 001-08097
Letter
United States securities and exchange commission logo December 15, 2022 Cristopher T. Weber Chief Financial Officer Valaris Limited Clarendon House 2 Church Street Hamilton, Bermuda HM 11 Re:Valaris Limited Form 10-K for the fiscal year ended December 31, 2021 Filed on February 22, 2022 Form 8-K filed on November 1, 2022 File No. 001-08097 Dear Cristopher T. Weber: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 8-K filed on November 1, 2022 Operating Statistics, page 9 1.We note your reconciliations of non-GAAP measures, Adjusted Total Revenues, Adjusted Total EBITDAR and Adjusted Total EBITDA presented on pages 9, 10, and 12 respectively. Your adjustments (a) include Valaris’ 50% share of unconsolidated entity ARO’s revenue in calculating Adjusted Total Revenues and (b) exclude Valaris’ 50% share of unconsolidated entity ARO’s’ depreciation and amortization, interest and other expense in calculating Adjusted Total EBITDA and Adjusted Total EBITDAR. We note that you account for the investments in unconsolidated entity ARO, using the equity method of accounting. It appears these non-GAAP measures which (a) include proportionate share of ARO’s revenue and (b) exclude proportionate share of ARO’s depreciation and amortization, interest and other expenses, substitute individually tailored
FirstName LastNameCristopher T. Weber Comapany NameValaris Limited December 15, 2022 Page 2 FirstName LastName Cristopher T. Weber Valaris Limited December 15, 2022 Page 2 recognition and measurement methods for those of GAAP. Please tell us how you considered the guidance in Question 100.04 of the Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G when presenting this measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K. Please revise your disclosures as appropriate. Reconciliation of Operating Income (Loss) to Adjusted EBITDAR, page 31 2.Please tell us how your reconciliation of Adjusted EBITDAR to operating income of $78.0 million complies with the requirement to reconcile to the most directly comparable financial measure (i.e. net income) calculated and presented in accordance with GAAP. Please refer to Item 10(e)(1)((i)(A) of Regulation S-K and Question 103.02 of the Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretations and revise your disclosures as appropriate. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551- 3388 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
December 15, 2022
Cristopher T. Weber
Chief Financial Officer
Valaris Limited
Clarendon House
2 Church Street
Hamilton, Bermuda HM 11
Re:Valaris Limited
Form 10-K for the fiscal year ended December 31, 2021
Filed on February 22, 2022
Form 8-K filed on November 1, 2022
File No. 001-08097
Dear Cristopher T. Weber:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 8-K filed on November 1, 2022
Operating Statistics, page 9
1.We note your reconciliations of non-GAAP measures, Adjusted Total Revenues, Adjusted
Total EBITDAR and Adjusted Total EBITDA presented on pages 9, 10, and 12
respectively. Your adjustments (a) include Valaris’ 50% share of unconsolidated entity
ARO’s revenue in calculating Adjusted Total Revenues and (b) exclude Valaris’ 50%
share of unconsolidated entity ARO’s’ depreciation and amortization, interest and other
expense in calculating Adjusted Total EBITDA and Adjusted Total EBITDAR. We note
that you account for the investments in unconsolidated entity ARO, using the equity
method of accounting. It appears these non-GAAP measures which (a) include
proportionate share of ARO’s revenue and (b) exclude proportionate share of ARO’s
depreciation and amortization, interest and other expenses, substitute individually tailored
FirstName LastNameCristopher T. Weber
Comapany NameValaris Limited
December 15, 2022 Page 2
FirstName LastName
Cristopher T. Weber
Valaris Limited
December 15, 2022
Page 2
recognition and measurement methods for those of GAAP. Please tell us how you
considered the guidance in Question 100.04 of the Division's Non-GAAP Financial
Measures Compliance and Disclosure Interpretations and Rule 100(b) of Regulation G
when presenting this measure. Refer to Item 10(e)(1)(i)(B) of Regulation S-K. Please
revise your disclosures as appropriate.
Reconciliation of Operating Income (Loss) to Adjusted EBITDAR, page 31
2.Please tell us how your reconciliation of Adjusted EBITDAR to operating income of
$78.0 million complies with the requirement to reconcile to the most directly comparable
financial measure (i.e. net income) calculated and presented in accordance with GAAP.
Please refer to Item 10(e)(1)((i)(A) of Regulation S-K and Question 103.02 of the
Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretations and
revise your disclosures as appropriate.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Brian McAllister at (202) 551-3341 or Raj Rajan at (202) 551-
3388 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation