DIAMOND OFFSHORE DRILLING, INC.

March 30, 2023

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Diamond Offshore Drilling, Inc. to be held at the company’s headquarters located at 15415 Katy Freeway,

Houston, Texas 77094, on Wednesday, May 10, 2023, at 8:30 a.m. local time. Details regarding the meeting are provided in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. We urge you to read this information carefully.

We would like to highlight several of the ways our Board of Directors and management team have been working on your behalf this past year:

Operational Excellence: During 2022, we were awarded significant new work from our customers at improving dayrates, adding $1.3 billion of new backlog, including a new contract that allowed us to reactivate our ultra-deepwater harsh environment semisubmersible Ocean GreatWhite. In addition, in 2022 we continued operating at high levels of fleet utilization and operating efficiency, while achieving our best safety performance in the last four years.

Robust Stockholder Engagement: In March 2022, we relisted our shares of common stock on the NYSE and expanded our stockholder engagement efforts, meeting with a broad range of stockholders and investors throughout the year. After relisting, our stock price appreciated by more than 38% during the remainder of 2022 and by approximately 49% through our March 14, 2023 annual meeting record date.

Board Composition: Our Board is focused on maintaining a balance of leadership, diverse perspectives, relevant strategic skill sets and professional experience. Seven of our eight current directors (and both of our director nominees for election at the annual meeting) are independent. Diversity at our company is evolving, and our Board is leading by example. Two years ago, our Board did not include any gender, racial or ethnic diversity. Now, over 37% of the directors serving on our Board are either female or racially or ethnically diverse. In addition, in furtherance of our commitment to stockholder rights and strong governance, at the annual meeting we are proposing to amend our Certificate of Incorporation to declassify our Board.

Focus on Operating Responsibly and Sustainably: Both the Board and the Nominating, Governance and Sustainability Committee of the Board are focused on providing strong oversight of the company’s corporate responsibility efforts. During 2022, the company published our first Sustainability Report on our company website and made progress in reducing fuel usage and the carbon footprint of our rigs.

On behalf of the Board and management, we appreciate your trust, support and participation.

DIAMOND OFFSHORE DRILLING, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Onon May 15, 2019

To our Stockholders:10, 2023

The 2019 annual meeting of stockholders of Diamond Offshore Drilling, Inc. will be held at the officesoffice of Loews Corporation, 667 Madison Avenue, New York, New York,the company located at 15415 Katy Freeway, Houston, Texas 77094, on Wednesday, May 15, 2019,10, 2023, at 8:30 a.m. local time, for the following purposes:purposes, as more fully described in the accompanying proxy statement:

Our stockholders of record at the close of business on March 20, 201914, 2023 are entitled to notice of, and to vote at, the annual meeting and any adjournments of the annual meeting.or postponements. Additional information regarding the annual meeting is included in the attached proxy statement.

Your vote is important.important. Whether or not you plan to attend the annual meeting in person, please vote as promptly as possible by using the internetInternet or telephone as instructed on your enclosed proxy card, or, if you received a paper copy of the proxy materials, by signing, dating and returning the included proxy card. The Board of Directors recommends a vote FOR each of the Class II director nominees recommended by your Board on the proxy card, FOR the resolution approving executive compensation, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2023 and FOR the amendments to our Certificate of Incorporation to declassify our Board. In addition, our Board recommends to hold an advisory vote on executive compensation EVERY YEAR.

March 30, 2023				By Order of the Board of Directors,
		Sincerely,
		David L. Roland
				Senior Vice President, General Counsel and Secretary

April 3, 2019

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on May 15, 2019.10, 2023:

Our proxy statement, proxy card and 20182022 annual report to stockholders are available at

www.diamondoffshore.com/proxywww.proxydocs.com/DO.

Table of Contents

DIAMOND OFFSHORE DRILLING, INC.

15415 KATY FREEWAY

HOUSTON, TEXAS 77094

PROXY STATEMENT SUMMARY

For the 2019 Annual Meeting of Stockholders

to be held on May 15, 201910, 2023

This summary is included to provide an introduction and overview of certain of the information in this proxy statement. This is a summary only and does not contain all of the information we have included in this proxy statement. You should refer to the full proxy statement for more information about us and the proposals you are being asked to consider.

ABOUT THE ANNUAL MEETINGDIAMOND OFFSHORE

Why am I receiving these materials?

The Board of Directors of Diamond Offshore Drilling, Inc. (which we refer to in this proxy statement as we, our, us, Diamond Offshore, our company or the company) is a leader in offshore drilling, providing innovation, thought leadership and contract drilling services to solve complex deepwater challenges around the globe. We provide contract drilling services to the energy industry with a fleet of 14 floater rigs (four owned drillships, eight semisubmersibles and two managed rigs). Additional information is available at http://www.diamondoffshore.com/.

DIRECTOR NOMINEES*

Since our emergence from our Chapter 11 reorganization in April 2021, our Board of Directors (or Board) has been classified into three staggered classes, designated as Class I, Class II and Class III, with one class of directors standing for election each year. Upon the recommendation of the Nominating, Governance and Sustainability Committee (or the NG&S Committee), the Board adopted, subject to stockholder approval at our 2023 annual meeting of stockholders (which we refer to as the Annual Meeting), amendments to our Certificate of Incorporation to declassify the Board and institute annual elections of directors on a phased-in basis. See “Approval of Amendments to our Certificate of Incorporation to Declassify our Board (Proposal No. 5).”

Our current Class II directors serve for a term expiring at the Annual Meeting, and one of our current Class II directors has been nominated to stand for re-election at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2026. The other Class II director nominee for election at the Annual Meeting does not currently serve on our Board. The director nominees for the Annual Meeting are set forth below:

Key: COB – Chairman of the Board; Chair – Committee Chairman

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CURRENT BOARD DIVERSITY

2022 CORPORATE GOVERNANCE PRACTICES

We believe that strong corporate governance is essential and supports the long-term success of our business. Our Board and its committees help set the tone for our company, and our management devotes time and attention to matters of corporate responsibility, including environmental, social and governance (or ESG) matters. Our NG&S Committee has primary oversight for our ethics and governance efforts. We strive to implement corporate governance policies and structures that reflect best practices, including:

2022 COMPENSATION PROGRAMS AND PRACTICES

At our 2022 annual meeting of stockholders, our company received strong support for our executive compensation programs, with 92% of votes cast approving, on an advisory basis, our executive compensation.

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In 2022, as in prior years, our Compensation Committee considered the results of the say-on-pay vote in its review of our compensation program and policies and determined to continue with a compensation program that we believe is thoughtful, consistent and aligns with the company’s business strategies. We generally strive to align pay with company performance and to link the majority of pay for executives to long-term business strategies and key priorities. We measure incentive performance against challenging goals that are aligned with our key business priorities. We discourage imprudent risk taking by avoiding undue emphasis on any one metric or short-term goal.

Certain other key features of our executive compensation program include:

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DIAMOND OFFSHORE DRILLING, INC.

PROXY STATEMENT

For the Annual Meeting of Stockholders

to be held on May 10, 2023

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why am I receiving these materials, and when and where will the meeting be held?

Our Board is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 2019 annual meetingAnnual Meeting to be held at the office of stockholders (which we refer to as the Annual Meeting)company located at 15415 Katy Freeway, Houston, Texas 77094, on Wednesday, May 10, 2023, commencing at 8:30 a.m. local time, and any adjournments and postponements of the Annual Meeting. The Annual Meeting will be heldThis proxy statement summarizes information related to your vote at the offices of Loews Corporation, 667 Madison Avenue, New York, New York, on Wednesday, May 15, 2019, commencing at 8:30 a.m. local time. On or before April 3, 2019, we expectAnnual Meeting.

We intend to begin mailing to our stockholders proxy materials on or an Important Notice Regarding the Availability of Proxy Materials (which we refer to as a Notice), containing instructions on how to access our proxy materials, including this proxy statement and our Annual Report, by the Internet and how to vote your shares. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials unless you specifically request it.about March 30, 2023. Whether or not you plan to attend the Annual Meeting, you may submit a proxy to vote your shares by the Internet, telephonephone or mail as more fully described below.

If it is not possible or advisable to hold the Annual Meeting in person as planned, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication. Any such change, including details on how to participate and vote in a remote Annual Meeting, would be announced in advance, and details would be posted on our website at www.diamondoffshore.com and filed with the Securities and Exchange Commission (or the SEC). It is important that you retain a copy of your Control Number found on the proxy card or voting instruction form, as such number will be required to gain access to any remote Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

What is the purpose of the Annual Meeting?Meeting, and how does the Board of Directors recommend that I vote?

At

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Who is soliciting my proxy?

Our Board is soliciting proxies on our behalf using the Annual Meeting, you and our other stockholders entitledenclosed proxy card to votebe voted at the Annual Meeting are requestedMeeting. All costs of soliciting the proxies will be paid by the company. Copies of solicitation materials will be furnished to vote on proposalsbanks, brokers, nominees and other fiduciaries and custodians to elect eight membersforward to beneficial owners of our Boardcommon stock held by such persons. We will reimburse such persons for their reasonable out-of-pocket expenses in forwarding solicitation materials. In addition to solicitations by mail, some of Directors to serve until our 2020 annual meeting of stockholders, to approve executivethe company’s directors, officers and other employees, without extra compensation, might supplement this solicitation by advisory vote and to ratify the appointment of Deloitte & Touche LLP as our independent auditor for fiscal year 2019.telephone, personal conversation or other communication.

Who is entitled to attend and vote at the Annual Meeting?

Only stockholdersholders of record as of our common stock at the close of business on March 20, 2019,14, 2023, the record date for the Annual Meeting (or the Record Date), or the holders of their valid proxies may attend and vote at the Annual Meeting. A list of our stockholders will be available for review at our executive offices in Houston, Texas during ordinary business hours for a period of 10 days prior to the meeting. Each person attending the Annual Meeting may be asked to present a photo ID before being admitted to the meeting. In addition, stockholders who hold their shares through a broker or nominee (i.e.(i.e., in street name) should be prepared to provide proof of their beneficial ownership, such as a brokerage statement showing their ownership of shares as of March 20, 2019. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and attendees will be subject to security inspections.14, 2023.

Only holders of record of our common stock at the close of business on March 20, 2019 are entitled to notice of and to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held. Shares of our common stock represented in person or by a properly submitted proxy will be voted at the Annual Meeting. OnAt the record date, 137,580,203close of business on the Record Date, there were 101,416,965 shares of our common stock were outstanding and entitled to vote. Common stock is our only class of stock entitled to vote at the Annual Meeting.

Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with proxy materials from that organization rather than directly from us. Please check with your bank, broker or other agent and follow the voting instructions they provide to approvevote your shares. Generally, you will have three options for returning your proxy.

If you receive multiple proxy cards from the company or your broker, bank or other agent, this usually indicates that your shares are held in more than one account, such as two brokerage accounts and are registered in different names. You should complete and return each item to be voted on at the Annual Meeting?

Election of Directors. A nominee for director will be elected to the Board if all votes cast for that nominee’s election exceed the votes cast against his or her election. Under our Bylaws, any incumbent director nominee who does not receive a majority of the votes cast for election shall tender his or her resignation. For a more complete explanationproxy cards to ensure that all of this requirement and process, please see “Election of Directors—Majority Vote Standard for Election of Directors” below.

Votes Required to Adopt Other Proposals. The affirmative vote of the holders of a majority of theyour shares are voted. Unless you revoke your proxy, your shares of common stock presentrepresented by your proxy will be voted at the Annual Meeting in accordance with the directions given in your proxy.

How will my shares be voted if I do not specify how they should be voted?

If you are a stockholder of record and you indicate when voting in person, on the Internet or represented by proxy and entitledtelephone that you wish to vote as recommended by the Board, then your shares will be voted at the Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the Annual Meeting is requiredMeeting. Similarly, if you sign and return the enclosed proxy card but do not indicate how you want to vote your shares for approvala particular proposal or for all proposals, then for any proposal for which you do not so indicate, your shares will be voted in accordance with the Board’s recommendation.

If you are a beneficial owner of all other items being submitted to stockholders for consideration.

How are abstentionsshares held in street name and brokernon-votes counted?

Abstentions and brokernon-votes (i.e.,do not provide the organization that holds your shares with respectspecific voting instructions, then the organization that holds your shares may generally vote your shares in its discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to whichvote your shares on a broker indicatesnon-routine matter, that organization will inform the Inspector of Election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a matter) will be counted for purposes of determining whether a quorum“broker non-vote.”

If any other matter is presentpresented at the Annual Meeting. AbstentionsMeeting, your proxy will not affect the outcomevote in accordance with his or her best judgment. As of the electiondate of directors. Abstentions will have the same effect as votes against any matter other than the electionthis proxy statement, we know of directors. Brokernon-votes will not affect the outcome of the election of directors or any other proposalno matters that need to be votedacted on at the Annual Meeting.

How does the Board recommend that I vote?

Our Board of Directors recommends that you vote:

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FOR the resolution approving executive compensation; and

informative, orderly and constructive meeting, the rules must be followed and will be enforced. Copies of the rules will be available at the Annual Meeting. Below are some of the rules that will apply:

Submitting a Question for the Annual Meeting

After the formal business of the Annual Meeting, as time allows, we will address properly-submitted questions from stockholders regarding the company. Stockholders who desire to submit a question for the Annual Meeting must submit the question by email to ir@dodi.comprior to the Annual Meeting, identifying their name and organization. Only questions submitted and received prior to the Annual Meeting will be addressed during the meeting. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. We will not address any questions that are not appropriate or relevant for the Annual Meeting, which could include, among other things, questions that we determine are:

If a stockholder has questions that are not answered during the meeting, the stockholder can contact the company’s Investor Relations Department at (281) 647-4035 or ir@dodi.com after the Annual Meeting.

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STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS

The following table shows certain information as of March 20, 2019 (unless otherwise indicated)1, 2023 as to all persons who, to our knowledge, were the beneficial owners of 5% or more of our common stock, which iswas our only outstanding class of voting securities.securities as of such date. The information provided below with respect to the stockholders has been furnished to us by or on behalf of the stockholders, and we have not sought to independently verify such information. All shares reported were owned beneficially by the persons indicated unless otherwise indicated below.

Loews is a holding company, with principal subsidiaries (in addition to us) consisting of CNA Financial Corporation, an 89%-owned subsidiary engaged in commercial property and casualty insurance; Boardwalk Pipeline Partners, LP, a wholly-owned subsidiary engaged in the transportation and storage of natural gas and natural gas liquids; Loews Hotels & Co, a wholly-owned subsidiary engaged in the operation of a chain of hotels; and Consolidated Container Company LLC, a 99%-owned subsidiary providing packaging solutions to end markets such as beverage, food and household chemicals.

Because Loews holds a majority of the outstanding shares of our common stock, Loews has the power to approve matters submitted for consideration at the Annual Meeting without regard to the votes of the other stockholders. We understand that Loews intends to vote consistent with the above recommendations of the Board of Directors. There are no agreements between us and Loews with respect to the election of our directors or officers or with respect to the other matters that may come before the Annual Meeting.9

Director Compensation for 20182022

The following table summarizes the compensation earned by ournon-employee directors in 2018:2022:

As of December 31, 2018, our2022, these non-employee directors held the following outstanding, unvested company equity awards:

Code of Ethics and Corporate Governance Guidelines

We have a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Our code can be found on our website atwww.diamondoffshore.com in the “Investor Relations”“Investors” section under“Corporate “Corporate Governance” and is available in print to any stockholder who requests a copy by writing to our Corporate Secretary. We intend to post any changes to or waivers of our code for our principal executive officer, principal financial officer and principal accounting officer on our website.

In addition, our Board of Directors has adopted written Corporate Governance Guidelines to assist our directors in fulfilling their responsibilities. The guidelines can be foundare on our website atwww.diamondoffshore.com in the “Investor Relations”“Investors” section under “Corporate Governance” and isare available in print to any stockholder who requests a copy from our Corporate Secretary.

Environmental, Social and Governance (ESG) Focus

We are committed to conducting our business in a safe, environmentally responsible and sustainable manner, and in a way that reflects our responsibilities to our stakeholders, which includes our employees, customers, investors, business partners, regulators and citizens in the communities where we live and work. We also believe that the effective management of ESG issues will help support the sustainability and the long-term growth of our business, and create value for our stakeholders. Our NG&S Committee is responsible for reviewing and making recommendations to the Board on our policies and performance in relation to sustainability-related matters, including health and safety, process safety, the environment, climate change, human rights and workplace policies, security and emergency management, charitable and philanthropic activities, public advocacy and political donations, and culture, inclusion and diversity.

In 2021, under the oversight of our NG&S Committee, we began to develop our ESG strategy and establish a framework for monitoring our ESG initiatives. In January 2022, we published our 2021 Sustainability Report, which is posted on our website at www.diamondoffshore.com in the “Investors” section under “Corporate Governance.” The report describes our initial efforts and initiatives regarding sustainability, governance, the environment and our employees. We recognize we are in the early stages of our ESG journey, but also that our commitment can serve as the foundation for our global culture and help strengthen the ties between our success and the well-being of our employees, customers, stockholders, communities and other stakeholders. To further our goals, we have prioritized our work into the following key ESG objectives:

We understand the importance of being responsible stewards of our planet’s resources and the value in protecting it for our customers, communities and employees. We are in the beginning stages of developing our climate strategy but we have already made progress and have installed equipment on certain of our rigs to measure emissions, which has enabled us to identify methods for operating our rigs in a more fuel-efficient manner and thereby reduce greenhouse gas emissions and our carbon footprint.

We are committed to being a good corporate citizen as well as creating a positive employee environment. Our commitment to health and safety and the environment guides every aspect of our business. We pride ourselves on being an innovative leader in developing and implementing sophisticated and efficient job safety programs. We also believe that attracting, retaining and developing members of our workforce is critical to the sustainability of our business.

We invest in our people by recognizing the value of a diverse and inclusive workforce, offering numerous development and training opportunities, engaging employee programs, and providing generous benefit and wellness offerings. Creating and maintaining an environment where differences are valued and respected enhances our ability to recruit and retain the best talent in the marketplace and to provide a work environment that allows all employees to be their best.

We believe a healthy workforce leads to greater well-being at work and at home, and we offer benefits and resources to promote mental health and emotional wellness. Since the start of the COVID-19 pandemic in 2020, our management team has strived to promote the health and safety of our global employees. Throughout the pandemic, we have closely monitored the U.S. Centers for Disease Control and Prevention (CDC) and World Health Organization (WHO) guidelines to implement safety protocols for our employees in accordance with the latest guidance and provided services and resources to assist employees with a variety of medical and business needs.

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Loans to Directors and Executive Officers

We comply and operate in a manner consistent with regulations prohibiting loans to our directors and executive officers.

Prohibitions Against Hedging and Pledging

We have a policy that prohibits our directors and employees (including our executive officers) from engaging in any hedging or short sale transactions related to our stock or other equity securities, thereby preventing our directors, executives and other employees from insulating themselves from the effects of poor stock performance. We also have a policy that prohibits our directors and employees (including our executive officers) from pledging our stock or other securities as collateral for a loan.

Reporting of Ethics and Compliance Concerns

We have a dedicated hotline and website available to all employees to report ethics and compliance concerns, anonymously if preferred, including concerns related to accounting, accounting controls, financial reporting and auditing matters. The hotline and website are administered and monitored by an independent monitoring company. A description of our procedures for confidential anonymous complaints regarding accounting, internal accounting controls and auditing matters can be found on our website atwww.diamondoffshore.com in the “Investor Relations”“Investors” section under “Corporate Governance—Confidential Reporting” and is available in print to any stockholder who requests a copy from our Corporate Secretary.

Public Policy Engagement and Political Activities

In recent years, we have not engaged in public policy or political activities, and as a policy we generally do not make corporate political contributions. We may on occasion contribute to elections and to state and local initiative or referendum campaigns where our interests are directly involved and where permitted by applicable law. Our company and some of our employees participate in industry and business trade groups that may engage in their own lobbying or other advocacy activities. In addition, we encourage our employees to exercise their voting rights and to take an active interest in the Federal, state and local elective processes.

Transactions with Related Persons

We have a written policy requiring that any transaction, regardless of the size or amount, involving us or any of our subsidiaries in which any of our directors, director nominees, executive officers, principal stockholders or any of their immediate family members has had or will have a direct or indirect material interest, be reviewed and approved or ratified by our Audit Committee. All such transactions are tomust be submitted to our General Counsel for review and reported to our Audit Committee for its consideration. In each case, the Audit Committee will consider, in light of all of the facts and circumstances known to it that it deems relevant, whether the transaction is fair and reasonable to our company.

TransactionsPursuant to our Joint Plan, on April 23, 2021, we entered into a registration rights agreement with Loews. Prior tocertain parties (or the initial public offeringRRA Stockholders) that became beneficial owners of 5% or more of our common stock in 1995,upon our

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emergence from bankruptcy. The RRA Stockholders exercised their right to require us to file a shelf registration statement and we werefiled a wholly-owned subsidiary of Loews. In connection with the initial public offering,registration statement on Form S-1, which we entered into agreements with Loews pursuant to which Loews agreed to provide certain management, administrative and other services to us and certain other obligations were assumed by the parties. These agreements, which are described below, were not the result of arm’s length negotiations between the parties.

Services Agreement. We are partylater converted to a services agreement with Loews pursuantregistration statement on Form S-3, to which Loews performs certain administrative and technical services on our behalf. Such services include personnel, internal audit, accounting and cash management services, in addition to advice and assistance with respect to preparation of tax returns and obtaining insurance. Under the services agreement, we are required to reimburse Loews for (i) allocated personnel costs (such as salaries, employee benefits and payroll taxes) of the Loews personnel providing such services and (ii) allout-of-pocket expenses related to the provision of such services on our behalf. The services agreement may be terminated by us with 30 days’ notice to Loews and may be terminated by Loews with six months’ notice to us. In addition, we have agreed to indemnify Loews for all claims and damages arising from the provision of services by Loews under the services agreement unless due to the gross negligence or willful misconduct of Loews. During 2018, we were charged approximately $600,000 by Loews for these support functions.

Registration Rights Agreement. Under a Registration Rights Agreement dated October 16, 1995, between us and Loews, we agreed to file, upon the request of Loews and subject to certain limitations, one or more registration statements under the Securities Act of 1933, as amended, subject to a maximum of two remaining requests, in order to permit Loews to offer and sell any of our common stock that Loews may hold. Under the agreement, Loews will bear the costs of any such registered offering, including any underwriting commissions relating to shares it sells in any such offering, any related transfer taxes and the costs of complying withnon-U.S. securities laws, and any fees and expenses of separate counsel and accountants retained by Loews. Subject to certain conditions, we have also granted Loews the right to include itsregister 20,229,065 shares of our common stock inowned by the RRA Stockholders. The registration statement became effective on June 17, 2022. We will not receive any registration statements covering offeringsproceeds from the sale of our common stock by us,these shares and we will paybear all costsexpenses associated with the registration of such offerings other than underwriting commissionsshares. The registration rights granted in the agreement are subject to customary indemnification and transfer taxes attributable to the shares sold on behalf of Loews.

AUDIT COMMITTEE REPORT

As discussed above under the heading“Board Committees—AuditCommittees-Audit Committee,” a primary role of the Board’s Audit Committee is to oversee the company’s financial reporting process and manage its relationship with the independent auditor. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the company’s audited financial statements for the year ended December 31, 20182022 with the company’s management and independent auditor. The Audit Committee has also discussed with the company’s independent auditor the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted and amended bythe applicable requirements of the Public Company Accounting Oversight Board.Board and the SEC. In addition, the Audit Committee has discussed with the independent auditor its independence in relation to the company and its management, including the matters in the written disclosures provided to the Audit Committee as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and has determined that the provision ofnon-audit services provided by the auditor is compatible with maintaining the auditor’s independence.

The members of the Audit Committee rely without independent verification on the information provided to them by management and the independent auditor and on management’s representation that the company’s financial statements have been prepared with integrity and objectivity. The Audit Committee does not provide any expert or special assurance as to the company’s financial statements or any professional certification as to the independent auditor’s work. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles or internal controls and procedures, that the audit of the company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the company’s financial statements are presented in accordance with generally accepted accounting principles, or that the company’s auditor is in fact “independent.”

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the company’s Annual Report on Form10-K for the fiscal year ended December 31, 2018,2022, which has been filed with the SEC.

THE AUDIT COMMITTEE

COMPENSATION DISCUSSION AND ANALYSIS

Introductory note: The following discussion of executive compensation contains descriptions of various employee benefit plans and employment-related agreements. These descriptions are qualified in their entirety by reference to the full text or detailed descriptions of the plans and agreements, which are filed or incorporated by reference as exhibits to our Annual Report onForm 10-K for the year ended December 31, 2018.2022 or a Current Report on Form 8-K subsequently filed with the SEC.

This Compensation Discussion and Analysis describes our executive compensation program for 2018. In particular, it2022 and explains how our Compensation Committee made its compensation decisions for 20182022 for our executive officers identified in the following table, consisting of our CEO, Chief Financial Officer (which we refer to as CFO)our CFO and threeour other most highly compensated executive officers as of December 31, 2018.2022. We refer to the below group of executive officers collectively as our “named executive officers.officers” or “NEOs.”

Executive Summary

With one exception described below, the objectives and major components ofWe successfully emerged from our executivechapter 11 reorganization in April 2021, so 2022 was our first full calendar year after our emergence. As a result, our incentive compensation program did not materially change from 2017programs in 2022 returned to 2018. While we regularly review and refine our compensation program, we believe consistency in our compensation program and philosophy is important to effectively motivate and rewardtop-level management performance and for the creation of stockholder value. We continue to provide our named executive officers with total annual compensation that includes three principal elements: base salary,being primarily performance-based, annual incentive cash compensation and long-term equity-based incentive awards. In addition, in 2018 we awarded long-term cash incentive awards to our named executive officers. Major elements of our compensation program continue to be performance-based, and a significant portion of each executive’s total annual compensation is at risk and dependent upon our company’s achievement of specific, measurable performance goals. Our performance-based pay is designedBoard approved a 2022 short-term incentive program (which we refer to alignas our executive officers’ interests with those2022 Incentive Plan) that covered certain of our stockholdersexecutives, including our NEOs. The 2022 Incentive Plan provided the executives the opportunity to earn cash compensation defined as a percentage of their base salaries that was at-risk and was contingent on achievement of certain specified performance metrics, in addition to promoteapplicable award caps. Performance under the creation2022 Incentive Plan was measured from January 1, 2022 through December 31, 2022. After completion of stockholder value, without encouraging excessive risk-taking.the 2022 Incentive Plan performance period, our Compensation Committee determined that we achieved below target performance under the plan. As a result, payments under the 2022 Incentive Plan were paid below target. Details of the 2022 Incentive Plan results and payments are included below.

In July 2021, we granted performance-based RSU awards to certain of our key employees, including Messrs. Roland and Savarino, that vest based on the achievement of performance goals over three consecutive one-year performance periods. Upon the grant of the awards in July 2021, the Compensation Committee established the performance metrics and goals applicable to the first year performance period from July 1, 2021 through June 30, 2022 and provided that the metrics and goals for the two remaining subsequent one-year performance periods would be established each year by the Compensation Committee at the beginning of the applicable performance period. After the completion of the first year performance period in 2022, the Compensation Committee determined that the Company had achieved 88% of the first year performance goals and therefore 88% of the 2021 performance-based RSU awards held by Messrs. Roland and Savarino applicable to the first year performance period were vested.

In addition, in 2022 the Compensation Committee established the performance metrics and threshold, target and stretch performance goals applicable for the second year performance period, which is effective from July 1, 2022 through June 30, 2023, for the 2021 performance-based RSU awards originally granted to Messrs. Roland and Savarino. The performance goals for the second-year performance period consist of (i) a specified level of achievement of five health, safety and environmental objectives, (ii) a specified level of

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achievement of adjusted EBITDA, (iii) a specified amount of added cumulative contract backlog, (iv) a specified level of achievement of four ESG objectives and (v) achievement of strategic initiative goals determined by the Compensation Committee.

As approved by our Compensation Committee, on May 12, 2022, we granted additional equity incentive awards to certain of our key employees, including our CEO and other NEOs, consisting of time-based RSU awards that vest in equal amounts annually over a three-year period and performance-based RSU awards that vest based on the achievement of a target stock appreciation performance goal over a three-year period as determined by the Compensation Committee.

At our annual meeting of stockholders held in May 2018,January 2022, our stockholders approved all of our director nominees and proposals, including 92% approval of anon-binding advisory(say-on-pay) vote to approve the compensation of our executive officers. In thesay-on-pay vote, over 85% of the votes cast on the proposal voted in favor of our compensation practices and policies. After our 20182022 annual meeting, our Compensation Committee considered thesethe results of thesay-on-pay vote in its review of our compensation policies. Our general goal sincepolicies and has continuously re-evaluated and, as necessary, revised our 2018 annual meeting has beencompensation programs to continue to act consistently withmake the established practices that were overwhelmingly approved by our stockholdersprograms more effective and to take appropriate actions to further link payresponsive in achieving their intended reward, retention and performance when advisable.incentive goals. We believe that we have accomplished those goals during 2018.2022.

With the exception of increases related to promotions, base salaries for our named executive officers did not increase in 2018,Compensation Philosophy and we do not plan to increase base salaries for our named executive officers for 2019. Since 2015, depressed market conditions in the oil and gas industry have caused us to undertake numerous cost-cutting measures, including substantialreductions-in-force as well as general freezes on salary increases and new hiring.

In recognition of the critical need to retain key company leaders who are instrumental to achieving our business and strategic plans, particularly in depressed market conditions, in January 2017 our Board adopted an

believe, however, that any such comparison should be merely a point of reference and not the determinative factor for our executives’ compensation. The purpose of the comparison is to inform, but not supplant, the analyses of internal pay equity and individual performance that we consider when making compensation decisions. Accordingly, the Compensation Committee has discretion in determining the nature and extent of its use of comparative compensation information.

When reviewing executive compensation, the committeeCompensation Committee may also consider our company’s performance during the person’s tenure and the anticipated level of compensation that would be required to replace the person with someone of comparable experience and skill. In addition to our periodic compensation review, we also regularly monitor market conditions and may adjust compensation levels as necessary to remain competitive and retain valuable employees.

These principles apply to compensation policies for all of our executive officers. We do not follow the principles in a mechanistic fashion; rather, we apply experience and judgment in determining the appropriate mix of compensation for each individual.

reduction in base salary effective from $222,784 to $410,000, to reflect the promotion.

On JanuaryAugust 16, 2021 through April 1, 2019, Ronald Woll was promoted2022. After considering market compensation information and receiving advice and recommendations from Senior Vice President and Chief Commercial Officer to Executive Vice President and Chief Commercial Officer, andLB&C, effective August 1, 2022, the Compensation Committee approved a corresponding5% increase in annual base salary for Mr. Woll from $435,435Wolford to $515,630.$735,000, and a 6% increase in base salary for Mr. Roland to $430,000.

Annual Cash2022 Short-Term Incentive AwardsProgram

OurIn April 2022, our Compensation Committee approved our 2022 Incentive Compensation Plan, is intended to promote company performance objectives and to recognizewhich covered certain employees who contributed toof our executives, including our NEOs. The 2022 Incentive Plan provided the company’s achievements. The plan providesexecutives the opportunity to earn cash compensation that iswas at-risk on an annual basis and iswas contingent on achievement of high individualcertain specified performance and an annual company financial performance goal,metrics, in addition to applicable award capscaps. The plan’s target award levels were developed based on a combination of factors, including our compensation philosophy, market compensation data and the exerciseexecutive’s experience, leadership, prior contribution to the company’s success and individual performance. The plan was designed to reward executives for achieving certain performance goals that are important to the success of negative discretionour company. Performance under the 2022 Incentive Plan was measured from January 1, 2022 through December 31, 2022.

Under the 2022 Incentive Plan, individual target awards were equal to a fixed percentage of base salary. The 2022 target awards for the Company’s NEOs are set forth below:

The Compensation Committee determined the following performance metrics for the 2022 Incentive Plan, each of which is weighted as set forth below:

Under the 2022 Incentive Plan, the payout based on the performance metrics was determined based on the level of achievement as determined by the Compensation Committee as described below.

For annual incentive awards under our Incentive Compensation Plan, performance is measured with respectrelative to the pre-established goals, expressed as a percentage of the 2022 cash incentive target amount specified above, according to the following table:

If performance fell between the designated plan fiscal year. The annualpoints in the table above, the incentive payout amount would be determined by straight-line linear interpolation (except that no incentive is paid for performance below threshold).

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Under the 2022 Incentive Plan, the EBITDA performance goal under the plan and the cap on each participating executive’s award are established by theis calculated as follows:

The Compensation Committee during the first calendar quarter of the performance year. Annual incentive award payments under the plan are paid in cash in an amount reviewed and approved by the committee and are ordinarily made in the first quarter following the completion of the performance year, after the actual financial results for that year have been determined and the committee has determined whether applicable performance goals have been met.

Our Incentive Compensation Plan specifies an overall general cap that limits the maximum amount payable under the plan to any participant to $7.5 million per year. However, as described below, the Compensation Committee also establishes a lower separate cap on the amount of annual cash incentive award that can be paid to an executive officer in any given year. In addition, the committee retains the authority under the plan to reduce or eliminate these awards, a concept called negative discretion, when the committee deems appropriate.

Under our Incentive Compensation Plan, participants who cease to be employed by us before the end of a performance period due to retirement (defined in the plan as termination without cause at age 60 or older), death or disability are eligible to receive an annual cash incentive award that is prorated to the employment termination date but based upon the actual performance for the entire performance period.

Historically, the performance goal under our Incentive Compensation Plan has required attainment of apre-determined level of adjusted EBITDA during the applicable plan year. Under the plan, the committee employs factors that are both quantitative (attainment of the performance goal) and qualitative (the committee’s assessment of the individual’s performance and the committee’s exercise of negative discretion). For 2018, the committee established a performance goal for executive officers under the plan expressed as an amount of target adjusted EBITDA. The committee selected adjusted EBITDA as the appropriate financialprimary performance measure for 2018metric under the 2022 Incentive Plan because adjusted EBITDAthe measure generally tracks our company’s financial performance and establishes a clear and consistent link between ourthe company’s executive officer cash incentive compensation and ourthe company’s performance.

In addition, Consequently, for purposes of the adjusted2022 Incentive Plan, the calculation of EBITDA formula includes adjustmentsexcluded certain designated revenue, costs and expenses to remove the positive or negative impact of unusual orone-time events that tend towould obscure the core operational performance of our company. For purposes of determining the 2018 adjusted EBITDA performance goal under our Incentive Compensation Plan, adjusted EBITDA was defined as an amount equal to consolidated net income (excluding the cumulative effect

In February 2023, for purposes of consideration of 2022 Incentive Plan awards, the Compensation Committee reviewed the company’s financial and HSE performances and the company’s pursuit of strategic initiatives during the plan’s performance period, exercised its business judgment and determined that the NEOs achieved 85.4% of target performance under the plan. As a result, payments under the 2022 Incentive Plan were paid at 85.4% of target amounts, and our NEOs received the following payments pursuant to our 2022 Incentive Plan:

2021 Long-Term Incentive Awards

Award to CEO. In April 2018,connection with his hire as our President and CEO in May 2021, the Compensation Committee approved two incentive awards to Mr. Edwards also receivedWolford pursuant to the terms of our Stock Plan:

If Mr. Wolford’s employment is terminated by us without “cause” (as defined in our Stock Plan), due to his death or disability, or by Mr. Wolford for “good reason” (as defined in our Stock Plan), then the number of $1,750,000. The award cliff vestsshares of restricted stock that would have otherwise vested pursuant to the CEO Time-Vesting Award in three yearsthe 12-month period following such termination will immediately vest on the date of such termination, subject to the terms and conditions of the applicable award agreement. However, in the case of any such termination within the period starting six months prior to the occurrence of a “change in control” (as defined in our Stock Plan) and ending 12 months following the occurrence of a change in control, then in lieu of the benefits described in the preceding sentence, the restricted stock pursuant to the CEO Time-Vesting Award will fully vest immediately upon such termination of employment, subject to the terms and conditions of the applicable award agreement. If the CEO Time-Vesting Award is not continued, assumed, replaced, converted or substituted upon the occurrence of a change in control in accordance with our Stock Plan, then the restricted stock will fully vest as of immediately prior to a change in control.

If Mr. Wolford’s employment is terminated by us without cause, due to his death or disability, or by Mr. Wolford for good reason within the period starting six months prior to the occurrence of a change in control

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and ending 12 months following the occurrence of a change in control, then the restricted stock pursuant to the CEO Performance-Vesting Award will fully vest immediately upon such termination of employment, subject to the terms and conditions of the applicable award agreement.

Mr. Wolford receives all privileges of a stockholder of the company with respect to his shares of restricted stock, including the right to vote any shares underlying the restricted stock and to receive dividends or other distributions.

After reviewing relevant data regarding sales of company stock since May 2021, in July 2022 the Compensation Committee determined that the Performance Measurement Date applicable to the CEO Performance-Vesting Award had occurred. After calculating the company’s highest Total Equity Value from the May 2021 grant date through the Performance Measurement Date in accordance with his award agreement, the company determined that 493,847 shares of performance-vesting restricted stock granted to Mr. Wolford had vested on August 12, 2022. Subsequently, after calculating the company’s highest Total Equity Value from the Performance Measurement Date through December 30, 2022, the company determined that 253,560 additional shares of performance-vesting restricted stock granted to Mr. Wolford had vested as of December 30, 2022. As of December 31, 2022, Mr. Wolford continued to hold the remaining 30,370 unvested shares of performance-vesting restricted stock. Thereafter, on March 1, 2023, the company calculated its highest Total Equity Value since the Performance Measurement Date and determined that Mr. Wolford’s remaining 30,370 shares of performance-vesting restricted stock had vested as of March 1, 2023.

Awards to Other NEOs. As approved by the Compensation Committee, on September 1, 2021 we entered into award agreements for grants made as of July 1, 2021 of incentive awards under our Stock Plan to certain of our key employees, including Messrs. Savarino and Roland, consisting of time-based RSU awards that vest in equal amounts annually over a three-year period and performance-based RSU awards that vest in equal amounts annually over a three-year period subject to annual performance goals.

In addition to the RSU awards granted as of July 1, 2021, Mr. Savarino was granted additional time-based RSUs and performance-based RSUs on October 1, 2021 in connection with his promotion from Vice President and Chief Accounting & Tax Officer to Senior Vice President and Chief Financial Officer on September 20, 2021. The RSUs granted on October 1, 2021 are subject to the same vesting and other terms as his time-based and performance-based RSUs granted as of July 1, 2021.

The number of RSUs included in the July 1, 2021 and October 1, 2021 awards to the NEOs were as follows:

The time-based RSUs vest with respect to approximately 1/3 of the RSUs on each of July 1, 2022, July 1, 2023 and July 1, 2024, subject to the recipient’s continuous service or employment through the applicable vesting date. If the recipient is terminated without “cause” (as defined in our Stock Plan) or because of the recipient’s death or disability, then the number of time-based RSUs that would vest on the next two vesting dates will immediately vest on the date of such termination. Upon a termination for cause, all vested and unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a termination of service for any other reason, all outstanding and unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a “change in control” (as defined in our Stock Plan) of our company, the number of time-based RSUs that would vest on the next two vesting dates will immediately vest, subject to the recipient’s continuous service or employment through consummation of the change in control.

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The performance-based RSUs vest with respect to up to approximately 1/3 of the RSUs on each of June 30, 2022, June 30, 2023 and June 30, 2024, subject to the recipient’s continuous employment with our company through the applicable vesting date and the level of achievement of the same target of average ratio of Adjusted EBITDA to Adjusted Net PP&E (as such terms are defined below)performance goals for each one-year performance period as determined by the Compensation Committee. For the first performance period from July 1, 2021 through June 30, 2022, the performance-based RSUs were subject to four equally-weighted performance goals, consisting of 2018, 2019(i) five target HSE objectives, (ii) a target amount of adjusted free cash flow, (iii) a target amount of added cumulative contract backlog and 2020,(iv) achievement of strategic initiative goals determined by the Board. The Compensation Committee selected the HSE, financial and backlog performance metrics for the first year performance period because the metrics are considered primary drivers of value for offshore drilling companies and establish a clear and measurable link between the company’s executive long-term incentive compensation and the company’s performance.

The HSE, financial and backlog performance goals for the first performance period from July 1, 2021 through June 30, 2022, along with the results of the company’s actual performance during the performance period, were as set forthfollows (dollar amounts in millions):

In August 2022, for purposes of consideration of vesting of the performance-based RSUs applicable to the first year performance period ended June 30, 2022, the Compensation Committee reviewed the above performance period results, exercised its business judgment and determined that the NEOs achieved 88% of target performance. As a result, the performance-based RSUs applicable to the first year performance period vested at 88% of target, and Messrs. Savarino and Roland received the following vested RSUs (before tax withholdings):

The 2021 RSU performance goals for the second-year period from July 1, 2022 through June 30, 2023 of the performance period consist of (i) five target HSE objectives, (ii) a target amount of adjusted EBITDA, (iii) a target amount of added cumulative contract backlog, (iv) four target ESG objectives and (v) achievement of strategic initiative goals determined by the Board. The performance metrics and threshold, target and stretch performance goals applicable to the third-year performance period of the 2021 RSUs, which covers July 1, 2023 through June 30, 2024, will be established by the Compensation Committee in 2023.

Unless otherwise determined by the Compensation Committee, the percentage of the performance-vesting awards eligible to vest may range from 0% to 100% of the target amount, based on the specified levels of achievement of the applicable performance goals. In no event will the recipient be eligible to earn more than 100% of the target amount for any performance period. If the recipient is terminated without cause or because of the recipient’s death or disability, then the recipient will remain eligible to vest, subject to achievement of

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the performance conditions, in the table belownumber of performance-based RSUs that would vest on the next two vesting dates. Upon a termination for cause, all vested and unvested performance-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a termination of service for any other reason, all outstanding and unvested performance-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a change in control of our company, the number of performance-based RSUs that would vest on the next two vesting dates will immediately vest to the extent of the achievement of certain performance goals through the date of the change in control, or based on deemed achievement target performance for certain other performance goals.

The NEOs do not have any privileges of a stockholder of the company with respect to any RSUs, including any right to vote any shares underlying the RSUs or to receive dividends or other distributions; provided that, if the company declares any dividend while the RSUs are outstanding, the holder will be credited a dividend equivalent, which will be subject to the negative discretion ofsame vesting conditions applicable to the RSU and will vest only if the RSU vests and will be forfeited if the RSU is forfeited. Any such dividend equivalents will be settled and paid to the holder following the date on which the RSU vests. All RSUs may be settled in cash or our common stock.

2022 Long-Term Incentive Awards

As approved by the Compensation Committee, on May 12, 2022 we granted incentive awards under our Stock Plan to reduce or eliminatecertain of our key employees, including our CEO and other NEOs, consisting of time-based RSU awards that vest in equal amounts annually over a three-year period and performance-based RSU awards that vest based on the amount that would otherwise be eligibleachievement of a target stock appreciation performance goal over a three-year period. The number of RSUs included in the May 12, 2022 awards to vest:our NEOs were as follows:

The time-based RSUs vest with respect to approximately 1/3 of the RSUs on each of May 12, 2023, May 12, 2024 and May 12, 2025, subject to the recipient’s continuous employment through the applicable vesting date. If the recipient is terminated for “cause” (as defined in the award agreement), all vested and unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. In connection with a “change in control” (as defined in the award agreement) in which the award is continued, assumed or replaced with an economically equivalent equity-based award that contains substantially comparable terms and conditions (or a Rollover Award), the Rollover Award will vest in accordance with the above vesting schedule. In the eventcase of a Rollover Award, upon the occurrence of a termination of the recipient’s employment (i) by our company without cause, (ii) by the recipient for “good reason” (as defined in the award agreement) or (iii) by reason of the recipient’s death or disability during the 12-month period following such change in control, such award will 100% vest as of the date on which such termination occurred. In connection with a change in control in which the award does not become a Rollover Award, a pro-rated portion of the number of RSUs scheduled to vest on the next vesting date (to the extent not previously vested) will immediately vest in full, subject to the recipient’s continued service through the consummation of the change in control and, to the extent not continued, assumed or replaced in connection with the change in control, any remaining unvested time-based RSUs will immediately be forfeited and cancelled for zero compensation. Upon a termination of service for any other reason, all outstanding and unvested time-based RSUs will be forfeited and cancelled for zero compensation.

The performance-based RSUs vest based on the level of achievement of our stock price through May 12, 2025 (unless terminated earlier in connection with a “change in control” as defined in the award agreement), subject to the recipient’s continuous employment through the end of the performance fallingperiod. On the May 12, 2022 grant date, the 30 consecutive trading day volume-weighted average price of our common stock, or

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30-day VWAP, was $7.34. If, at any time during the three-year performance period, the highest 30-day VWAP of our common stock equals $8.37, then 1/3 of the RSUs will vest. If, at any time during the three-year performance period, the highest 30-day VWAP of our common stock equals $9.55, then 2/3 of the RSUs will vest. If, at any time during the three-year performance period, the highest 30-day VWAP of our common stock equals or exceeds $10.87, then 100% of the RSUs will vest. If the highest 30-day VWAP of our common stock falls between any of the levels stated above linearthresholds, straight-line interpolation will be applied to determine the amountnumber of the award eligible toRSUs that will vest.

For purposes of the performance-vesting RSU awards and performance-vesting long-term cash incentive awards granted in 2018, “Adjusted EBITDA” means, for If, at any calendar year, an amount equal to consolidated net income (excluding the cumulative effect of any change in accounting principle) for such year plus or minus, as applicable, the following to the extent excluded in calculating such consolidated net income: (a) plus an amount equal to interest expense for such year, (b) plus or minus the provision for accrued tax expense or benefit accrued for such year, (c) plus the amount of depreciation and amortization expense for such year, (d) minus, without duplication, interest income for such year, (e) plus or minus, without duplication, the amount ofnon-operating expenses or income for such year, and (f) excluding (i) the effects of any asset impairments recorded during such year, (ii) any gain or loss on the sale of assets during such year, (iii) any rig margin— defined as rig revenue less controllable expenses—associated with an asset acquiredtime during the three-year performance period, (iv) any expenses (other than capital expenditures) incurred in relation to reactivating any rigs that have been warm- or cold-stacked and (v) the negative financial impact on such year of any transaction entered into with any customer that has the effect of reducing the amount of EBITDA during such year in exchange for a commensurate material benefit to be received by the company, such as a drilling contract “blend and extend” transaction.

For purposes of the performance-vesting RSU awards and performance-vesting long-term cash incentive awards granted in 2018, “Adjusted Net PP&E” means, at any date of determination, on a consolidated basis, an amount equal to the net book value of all property, plant and equipment (including, without limitation, land, mineral rights, buildings, structures, machinery and equipment), plus an amount equal to the net book value of all property, plant and equipment (including, without limitation, land, mineral rights, buildings, structures, machinery and equipment) classified on our balance sheet as held for sale, in each case excluding, over the elapsed portion of the performance period to the date of such determination, (i) the effects of any impairment of assets and (ii) the net book value added to or removed from net property, plant and equipment or assets held for sale as a result of any asset acquired or sold during such period.