Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36211 | |
Entity Registrant Name | Noble Corporation plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-0619597 | |
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | |
Entity Address, City or Town | Sugar Land | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77478 | |
City Area Code | (281) | |
Local Phone Number | 276-6100 | |
Title of 12(b) Security | Ordinary Shares | |
Trading Symbol | NEBLQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 251,083,973 | |
Entity Central Index Key | 0001458891 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Noble Corp | ||
Entity Information [Line Items] | ||
Entity File Number | 001-31306 | |
Entity Registrant Name | Noble Corporation | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-0366361 | |
Entity Address, Address Line One | Suite 3D Landmark Square, 64 Earth Close | |
Entity Address, Address Line Two | P.O. Box 31327 George Town | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1206 | |
City Area Code | 345 | |
Local Phone Number | 938-0293 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 261,245,693 | |
Entity Central Index Key | 0001169055 | |
No Trading Symbol | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 325,097 | $ 104,621 |
Accounts receivable, net of allowance for credit losses of $1,069 and $1,939, respectively | 167,435 | 198,665 |
Taxes receivable | 42,198 | 59,771 |
Prepaid expenses and other current assets | 76,456 | 59,050 |
Total current assets | 611,186 | 422,107 |
Property and equipment, at cost | 8,749,255 | 10,306,625 |
Accumulated depreciation | (2,317,869) | (2,572,701) |
Property and equipment, net | 6,431,386 | 7,733,924 |
Other assets | 70,095 | 128,467 |
Total assets | 7,112,667 | 8,284,498 |
Current liabilities | ||
Current maturities of long-term debt | 0 | 62,505 |
Accounts payable | 81,119 | 108,208 |
Accrued payroll and related costs | 38,495 | 56,056 |
Taxes payable | 37,922 | 30,715 |
Interest payable | 0 | 88,047 |
Other current liabilities | 42,047 | 171,397 |
Total current liabilities | 199,583 | 516,928 |
Long-term debt | 0 | 3,779,499 |
Deferred income taxes | 43,147 | 68,201 |
Other liabilities | 109,474 | 260,898 |
Liabilities subject to compromise | 4,251,429 | 0 |
Total liabilities | 4,603,633 | 4,625,526 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity | ||
Common stock | 2,510 | 2,492 |
Additional paid-in capital | 812,983 | 807,093 |
Retained earnings | 1,752,037 | 2,907,776 |
Accumulated other comprehensive loss | (58,496) | (58,389) |
Total shareholders’ equity | 2,509,034 | 3,658,972 |
Total liabilities and equity | 7,112,667 | 8,284,498 |
Noble Corp | ||
Current assets | ||
Cash and cash equivalents | 325,090 | 104,575 |
Accounts receivable, net of allowance for credit losses of $1,069 and $1,939, respectively | 167,435 | 198,665 |
Accounts receivable from affiliates | 30,931 | 0 |
Taxes receivable | 42,198 | 59,771 |
Prepaid expenses and other current assets | 49,213 | 57,890 |
Total current assets | 614,867 | 420,901 |
Property and equipment, at cost | 8,749,255 | 10,306,625 |
Accumulated depreciation | (2,317,869) | (2,572,701) |
Property and equipment, net | 6,431,386 | 7,733,924 |
Other assets | 70,095 | 128,467 |
Total assets | 7,116,348 | 8,283,292 |
Current liabilities | ||
Current maturities of long-term debt | 0 | 62,505 |
Accounts payable | 68,521 | 107,985 |
Accrued payroll and related costs | 38,457 | 56,065 |
Taxes payable | 37,922 | 30,715 |
Interest payable | 0 | 88,047 |
Other current liabilities | 42,046 | 71,397 |
Total current liabilities | 186,946 | 416,714 |
Long-term debt | 0 | 3,779,499 |
Deferred income taxes | 43,147 | 68,201 |
Other liabilities | 109,474 | 260,898 |
Liabilities subject to compromise | 4,165,725 | 0 |
Total liabilities | 4,505,292 | 4,525,312 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity | ||
Common stock | 26,125 | 26,125 |
Additional paid-in capital | 764,897 | 757,545 |
Retained earnings | 1,878,530 | 3,032,699 |
Accumulated other comprehensive loss | (58,496) | (58,389) |
Total shareholders’ equity | 2,611,056 | 3,757,980 |
Total liabilities and equity | $ 7,116,348 | $ 8,283,292 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance for credit losses | $ 1,069 | $ 1,939 |
Ordinary shares, shares outstanding (in shares) | 251,062 | 249,200 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Noble Corp | ||
Allowance for credit losses | $ 1,069 | $ 1,939 |
Ordinary shares, shares outstanding (in shares) | 261,246 | 261,246 |
Common stock, par value (in usd per share) | $ 0.10 | $ 0.10 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating revenues | ||||
Revenue from contract with customer | $ 241,836,000 | $ 275,526,000 | $ 761,065,000 | $ 851,350,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 90,606,000 | 112,755,000 | 283,652,000 | 333,481,000 |
General and administrative | 15,662,000 | 17,565,000 | 106,504,000 | 149,816,000 |
Pre-petition charges | 3,894,000 | 0 | 14,409,000 | 0 |
Loss on impairment | 0 | 595,510,000 | 1,119,517,000 | 595,510,000 |
Total operating costs and expenses | 260,711,000 | 915,538,000 | 2,007,948,000 | 1,633,884,000 |
Operating loss | (18,875,000) | (640,012,000) | (1,246,883,000) | (782,534,000) |
Other income (expense) | ||||
Interest expense, net of amounts capitalized | (23,427,000) | (68,991,000) | (164,586,000) | (208,211,000) |
Gain (loss) on extinguishment of debt, net | 17,847,000 | (650,000) | 17,254,000 | 30,616,000 |
Interest income and other, net | 7,872,000 | (144,000) | 8,546,000 | 4,222,000 |
Reorganization items, net | (9,014,000) | 0 | (9,014,000) | 0 |
Loss from continuing operations before income taxes | (25,597,000) | (709,797,000) | (1,394,683,000) | (955,907,000) |
Income tax benefit (provision) | (25,271,000) | 2,845,000 | 238,944,000 | 37,162,000 |
Net loss from continuing operations | (50,868,000) | (706,952,000) | (1,155,739,000) | (918,745,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net loss | (50,868,000) | (706,952,000) | (1,155,739,000) | (922,566,000) |
Net income attributable to noncontrolling interests | 0 | 262,081,000 | 0 | 254,846,000 |
Net loss attributable to Noble Corporation plc | (50,868,000) | (444,871,000) | (1,155,739,000) | (667,720,000) |
Net loss from continuing operations | (50,868,000) | (444,871,000) | (1,155,739,000) | (663,899,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net loss attributable to Noble Corporation plc | $ (50,868,000) | $ (444,871,000) | $ (1,155,739,000) | $ (667,720,000) |
Basic: | ||||
Loss from continuing operations (in usd per share) | $ (0.20) | $ (1.79) | $ (4.61) | $ (2.66) |
Loss from discontinued operations (in usd per share) | 0 | 0 | 0 | (0.02) |
Net loss attributable to Noble Corporation plc (in usd per share) | (0.20) | (1.79) | (4.61) | (2.68) |
Diluted: | ||||
Loss from continuing operations (in usd per share) | (0.20) | (1.79) | (4.61) | (2.66) |
Loss from discontinued operations (in usd per share) | 0 | 0 | 0 | (0.02) |
Net loss attributable to Noble Corporation plc (in usd per share) | $ (0.20) | $ (1.79) | $ (4.61) | $ (2.68) |
Noble Corp | ||||
Operating revenues | ||||
Revenue from contract with customer | $ 241,836,000 | $ 275,526,000 | $ 761,065,000 | $ 851,350,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 90,236,000 | 112,175,000 | 282,385,000 | 331,485,000 |
General and administrative | 6,503,000 | 8,832,000 | 30,806,000 | 25,099,000 |
Loss on impairment | 0 | 595,510,000 | 1,119,517,000 | 595,510,000 |
Total operating costs and expenses | 247,083,000 | 905,859,000 | 1,915,580,000 | 1,505,520,000 |
Operating loss | (5,247,000) | (630,333,000) | (1,154,515,000) | (654,170,000) |
Other income (expense) | ||||
Interest expense, net of amounts capitalized | (23,427,000) | (68,991,000) | (164,586,000) | (208,211,000) |
Gain (loss) on extinguishment of debt, net | 17,847,000 | (650,000) | 17,254,000 | 30,616,000 |
Interest income and other, net | 7,871,000 | (149,000) | 8,536,000 | 4,217,000 |
Reorganization items, net | (49,974,000) | 0 | (49,974,000) | 0 |
Loss from continuing operations before income taxes | (52,930,000) | (700,123,000) | (1,343,285,000) | (827,548,000) |
Income tax benefit (provision) | (25,272,000) | 2,845,000 | 238,944,000 | 37,162,000 |
Net loss from continuing operations | (78,202,000) | (697,278,000) | (1,104,341,000) | (790,386,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net loss | (78,202,000) | (697,278,000) | (1,104,341,000) | (794,207,000) |
Net income attributable to noncontrolling interests | 0 | 262,081,000 | 0 | 254,846,000 |
Net loss attributable to Noble Corporation plc | (78,202,000) | (435,197,000) | (1,104,341,000) | (539,361,000) |
Net loss attributable to Noble Corporation plc | (78,202,000) | (435,197,000) | (1,104,341,000) | (539,361,000) |
Contract drilling services | ||||
Operating revenues | ||||
Revenue from contract with customer | 227,050,000 | 259,428,000 | 714,555,000 | 804,746,000 |
Operating costs and expenses | ||||
Cost of services | 137,180,000 | 175,929,000 | 442,479,000 | 516,522,000 |
Contract drilling services | Noble Corp | ||||
Operating revenues | ||||
Revenue from contract with customer | 227,050,000 | 259,428,000 | 714,555,000 | 804,746,000 |
Operating costs and expenses | ||||
Cost of services | 136,975,000 | 175,563,000 | 441,485,000 | 514,871,000 |
Reimbursables and other | ||||
Operating revenues | ||||
Revenue from contract with customer | 14,786,000 | 16,098,000 | 46,510,000 | 46,604,000 |
Operating costs and expenses | ||||
Cost of services | 13,369,000 | 13,779,000 | 41,387,000 | 38,555,000 |
Reimbursables and other | Noble Corp | ||||
Operating revenues | ||||
Revenue from contract with customer | 14,786,000 | 16,098,000 | 46,510,000 | 46,604,000 |
Operating costs and expenses | ||||
Cost of services | $ 13,369,000 | $ 13,779,000 | $ 41,387,000 | $ 38,555,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net loss | $ (50,868) | $ (706,952) | $ (1,155,739) | $ (922,566) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 863 | (1,054) | (1,812) | (952) |
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended September 30, 2020 and 2019, respectively, and $450 and $436 for the nine months ended September 30, 2020 and 2019, respectively) | 569 | 549 | 1,705 | 1,648 |
Other comprehensive income (loss), net | 1,432 | (505) | (107) | 696 |
Net comprehensive loss attributable to noncontrolling interests | 0 | 262,081 | 0 | 254,846 |
Comprehensive loss attributable to Noble Corporation plc | (49,436) | (445,376) | (1,155,846) | (667,024) |
Noble Corp | ||||
Net loss | (78,202) | (697,278) | (1,104,341) | (794,207) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | 863 | (1,054) | (1,812) | (952) |
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended September 30, 2020 and 2019, respectively, and $450 and $436 for the nine months ended September 30, 2020 and 2019, respectively) | 569 | 549 | 1,705 | 1,648 |
Other comprehensive income (loss), net | 1,432 | (505) | (107) | 696 |
Net comprehensive loss attributable to noncontrolling interests | 0 | 262,081 | 0 | 254,846 |
Comprehensive loss attributable to Noble Corporation plc | $ (76,770) | $ (435,702) | $ (1,104,448) | $ (538,665) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Amortization of deferred pension plan, tax provision | $ 150 | $ 145 | $ 450 | $ 436 |
Noble Corp | ||||
Amortization of deferred pension plan, tax provision | $ 150 | $ 145 | $ 450 | $ 436 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (1,155,739,000) | $ (922,566,000) |
Adjustments to reconcile net loss to net cash flow from operating activities: | ||
Depreciation and amortization | 283,652,000 | 333,481,000 |
Loss on impairment | 1,119,517,000 | 595,510,000 |
Gain on extinguishment of debt, net | (17,254,000) | (30,616,000) |
Reorganization items, net | (11,531,000) | 0 |
Deferred income taxes | 6,825,000 | (13,688,000) |
Amortization of share-based compensation | 7,352,000 | 10,422,000 |
Other costs, net | (53,179,000) | 66,276,000 |
Changes in components of working capital: | ||
Change in taxes receivable | 29,581,000 | (12,379,000) |
Net changes in other operating assets and liabilities | 27,442,000 | (57,914,000) |
Net cash provided by (used in) operating activities | 236,666,000 | (31,474,000) |
Cash flows from investing activities | ||
Capital expenditures | (112,603,000) | (222,587,000) |
Proceeds from disposal of assets, net | 1,428,000 | 9,430,000 |
Net cash used in investing activities | (111,175,000) | (213,157,000) |
Cash flows from financing activities | ||
Borrowings on credit facilities | 210,000,000 | 455,000,000 |
Repayments of credit facilities | 0 | (20,000,000) |
Repayments of debt | (101,132,000) | (400,000,000) |
Debt issuance costs | 0 | (1,092,000) |
Dividends paid to noncontrolling interests | 0 | (25,109,000) |
Cash paid to settle equity awards | (1,010,000) | 0 |
Taxes withheld on employee stock transactions | (417,000) | (2,779,000) |
Net cash provided by financing activities | 107,441,000 | 6,020,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 232,932,000 | (238,611,000) |
Cash, cash equivalents and restricted cash, beginning of period | 105,924,000 | 375,907,000 |
Cash, cash equivalents and restricted cash, end of period | 338,856,000 | 137,296,000 |
Noble Corp | ||
Cash flows from operating activities | ||
Net loss | (1,104,341,000) | (794,207,000) |
Adjustments to reconcile net loss to net cash flow from operating activities: | ||
Depreciation and amortization | 282,385,000 | 331,485,000 |
Loss on impairment | 1,119,517,000 | 595,510,000 |
Gain on extinguishment of debt, net | (17,254,000) | (30,616,000) |
Reorganization items, net | 49,969,000 | 0 |
Deferred income taxes | 6,825,000 | (13,688,000) |
Amortization of share-based compensation | 7,352,000 | 10,386,000 |
Other costs, net | (99,679,000) | (33,724,000) |
Changes in components of working capital: | ||
Change in taxes receivable | 29,581,000 | (12,379,000) |
Net changes in other operating assets and liabilities | (2,258,000) | (56,773,000) |
Net cash provided by (used in) operating activities | 272,097,000 | (4,006,000) |
Cash flows from investing activities | ||
Capital expenditures | (112,603,000) | (222,587,000) |
Proceeds from disposal of assets, net | 1,428,000 | 9,430,000 |
Net cash used in investing activities | (111,175,000) | (213,157,000) |
Cash flows from financing activities | ||
Borrowings on credit facilities | 210,000,000 | 455,000,000 |
Repayments of credit facilities | 0 | (20,000,000) |
Repayments of debt | (101,132,000) | (400,000,000) |
Debt issuance costs | 0 | (1,092,000) |
Dividends paid to noncontrolling interests | 0 | (25,109,000) |
Distributions to parent company, net | (49,829,000) | (29,441,000) |
Net cash provided by financing activities | 59,039,000 | (20,642,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 219,961,000 | (237,805,000) |
Cash, cash equivalents and restricted cash, beginning of period | 105,878,000 | 375,050,000 |
Cash, cash equivalents and restricted cash, end of period | $ 325,839,000 | $ 137,245,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Noble Corp | Shares | SharesNoble Corp | Additional Paid-in Capital | Additional Paid-in CapitalNoble Corp | Retained Earnings | Retained EarningsNoble Corp | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossNoble Corp | Noncontrolling Interests | Noncontrolling InterestsNoble Corp |
Beginning balance (in shares) at Dec. 31, 2018 | 246,794 | 261,246 | ||||||||||
Beginning Balance at Dec. 31, 2018 | $ 4,654,574 | $ 4,653,468 | $ 2,468 | $ 26,125 | $ 699,409 | $ 647,082 | $ 3,608,366 | $ 3,635,930 | $ (57,072) | $ (57,072) | $ 401,403 | $ 401,403 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive income (loss), net | 1,058 | |||||||||||
Ending Balance at Mar. 31, 2019 | (56,014) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 246,794 | 261,246 | ||||||||||
Beginning Balance at Dec. 31, 2018 | 4,654,574 | 4,653,468 | $ 2,468 | $ 26,125 | 699,409 | 647,082 | 3,608,366 | 3,635,930 | (57,072) | (57,072) | 401,403 | 401,403 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (29,441) | (29,441) | ||||||||||
Amortization of share-based compensation | 10,422 | 10,422 | ||||||||||
Issuance of share-based compensation shares (in shares) | 2,397 | |||||||||||
Issuance of share-based compensation shares | 0 | $ 24 | (24) | |||||||||
Shares withheld for taxes on equity transactions | (2,803) | (2,803) | ||||||||||
Capital contribution by parent - share based compensation | 10,386 | 10,386 | ||||||||||
Net loss | (922,566) | (794,207) | (667,720) | (539,361) | (254,846) | (254,846) | ||||||
Dividends paid to noncontrolling interests | (25,109) | (25,109) | (25,109) | (25,109) | ||||||||
Other comprehensive income (loss), net | 696 | 696 | 696 | 696 | ||||||||
Ending balance (in shares) at Sep. 30, 2019 | 249,191 | 261,246 | ||||||||||
Ending Balance at Sep. 30, 2019 | 3,715,214 | 3,815,793 | $ 2,492 | $ 26,125 | 707,004 | 657,468 | 2,940,646 | 3,067,128 | (56,376) | (56,376) | 121,448 | 121,448 |
Beginning Balance at Mar. 31, 2019 | (56,014) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive income (loss), net | 143 | |||||||||||
Ending balance (in shares) at Jun. 30, 2019 | 249,155 | 261,246 | ||||||||||
Ending Balance at Jun. 30, 2019 | 4,427,749 | 4,527,805 | $ 2,492 | $ 26,125 | 704,511 | 654,969 | 3,385,517 | 3,511,482 | (55,871) | (55,871) | 391,100 | 391,100 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (9,157) | (9,157) | ||||||||||
Amortization of share-based compensation | 2,511 | 2,511 | ||||||||||
Issuance of share-based compensation shares (in shares) | 36 | |||||||||||
Issuance of share-based compensation shares | 0 | |||||||||||
Shares withheld for taxes on equity transactions | (18) | (18) | ||||||||||
Capital contribution by parent - share based compensation | 2,499 | 2,499 | ||||||||||
Net loss | (706,952) | (697,278) | (444,871) | (435,197) | (262,081) | (262,081) | ||||||
Dividends paid to noncontrolling interests | (7,571) | (7,571) | (7,571) | (7,571) | ||||||||
Other comprehensive income (loss), net | (505) | (505) | (505) | (505) | ||||||||
Ending balance (in shares) at Sep. 30, 2019 | 249,191 | 261,246 | ||||||||||
Ending Balance at Sep. 30, 2019 | $ 3,715,214 | $ 3,815,793 | $ 2,492 | $ 26,125 | 707,004 | 657,468 | 2,940,646 | 3,067,128 | (56,376) | (56,376) | 121,448 | 121,448 |
Beginning balance (in shares) at Dec. 31, 2019 | 249,200 | 261,246 | 249,200 | 261,246 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 3,658,972 | $ 3,757,980 | $ 2,492 | $ 26,125 | 807,093 | 757,545 | 2,907,776 | 3,032,699 | (58,389) | (58,389) | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive income (loss), net | $ (1,568) | |||||||||||
Ending Balance at Mar. 31, 2020 | (59,957) | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 249,200 | 261,246 | 249,200 | 261,246 | ||||||||
Beginning Balance at Dec. 31, 2019 | $ 3,658,972 | $ 3,757,980 | $ 2,492 | $ 26,125 | 807,093 | 757,545 | 2,907,776 | 3,032,699 | (58,389) | (58,389) | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (49,828) | (49,828) | ||||||||||
Amortization of share-based compensation | 6,342 | 6,342 | ||||||||||
Issuance of share-based compensation shares (in shares) | 1,862 | |||||||||||
Issuance of share-based compensation shares | 1 | $ 18 | (17) | |||||||||
Shares withheld for taxes on equity transactions | (435) | (435) | ||||||||||
Capital contribution by parent - share based compensation | 7,352 | 7,352 | ||||||||||
Net loss | (1,155,739) | (1,104,341) | (1,155,739) | (1,104,341) | ||||||||
Other comprehensive income (loss), net | $ (107) | $ (107) | (107) | (107) | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 251,062 | 261,246 | 251,062 | 261,246 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 2,509,034 | $ 2,611,056 | $ 2,510 | $ 26,125 | 812,983 | 764,897 | 1,752,037 | 1,878,530 | (58,496) | (58,496) | 0 | 0 |
Beginning Balance at Mar. 31, 2020 | (59,957) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive income (loss), net | 29 | |||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 251,041 | 261,246 | ||||||||||
Ending Balance at Jun. 30, 2020 | 2,556,970 | 2,700,304 | $ 2,510 | $ 26,125 | 811,483 | 763,397 | 1,802,905 | 1,970,710 | (59,928) | (59,928) | 0 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (13,978) | (13,978) | ||||||||||
Amortization of share-based compensation | 1,500 | 1,500 | ||||||||||
Issuance of share-based compensation shares (in shares) | 21 | |||||||||||
Issuance of share-based compensation shares | 0 | |||||||||||
Shares withheld for taxes on equity transactions | 0 | |||||||||||
Capital contribution by parent - share based compensation | 1,500 | 1,500 | ||||||||||
Net loss | (50,868) | (78,202) | (50,868) | (78,202) | ||||||||
Other comprehensive income (loss), net | $ 1,432 | $ 1,432 | 1,432 | 1,432 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 251,062 | 261,246 | 251,062 | 261,246 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 2,509,034 | $ 2,611,056 | $ 2,510 | $ 26,125 | $ 812,983 | $ 764,897 | $ 1,752,037 | $ 1,878,530 | $ (58,496) | $ (58,496) | $ 0 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1— Organization and Basis of Presentation Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. As of September 30, 2020 , our fleet of 24 drilling rigs consisted of 12 floaters and 12 jackups. We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world. Noble Corporation, a Cayman Islands company (“Noble-Cayman”), is an indirect, wholly-owned subsidiary of Noble-UK, our publicly-traded parent company. Noble-UK’s principal asset is all of the shares of Noble-Cayman. Noble-Cayman has no public equity outstanding. The condensed consolidated financial statements of Noble-UK include the accounts of Noble-Cayman, and Noble-UK conducts substantially all of its business through Noble-Cayman and its subsidiaries. The accompanying unaudited condensed consolidated financial statements of Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2019 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2019 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 , filed by both Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Chapter 11 Proceedings, Liquidity and Going Concern | Voluntary Reorganization under Chapter 11 of the Bankruptcy Code The offshore drilling industry experienced a significant expansion from the early 2000s to the mid-2010s, during which time the Company constructed or rebuilt each rig in our current fleet and incurred a substantial amount of debt in connection therewith. Since that time, the industry has experienced a significant sustained reduction in oil prices and a substantial increase in offshore rig supply, which have led to an industry-wide supply and demand imbalance and an extremely challenging environment. During such period of supply and demand imbalance, we accepted contracts with dayrates and terms that were lower than anticipated when these capital projects and the associated debt were incurred. As a result, the Company has incurred significant losses since 2016 and significant impairment losses since 2014. The challenging environment experienced through 2019 was further exacerbated in the beginning of 2020 by the novel strain of coronavirus (“COVID-19”) pandemic. The actions taken by governmental authorities around the world to mitigate the spread of COVID-19 and the risk of infection have altered, and are expected to continue to alter, policies of governments and companies and behaviors of customers around the world in ways that have had, and we anticipate will continue to have, a significant negative effect on oil consumption. In the first half of 2020, production level disagreements developed among members of the Organization of Petroleum Exporting Countries and other oil and gas producing nations (“OPEC+”), ultimately culminating in increased production by Saudi Arabia and Russia. The convergence of these events resulted in an unprecedented steep decline in the demand for oil and a substantial surplus in the supply of oil and is expected to continue to have a severe impact on our business, operations and financial condition in various respects, including substantially reducing demand for our services. As a result of the foregoing matters, we actively pursued a variety of transactions and cost-cutting measures during the first half of 2020, including but not limited to potential refinancing transactions by us or our subsidiaries, potential capital exchange transactions, and a potential waiver from lenders under, or amendment to, our 2017 Credit Facility (as defined herein). Nevertheless, on July 31, 2020 (the “Petition Date”), Noble-UK and certain of its subsidiaries, including Noble-Cayman filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Further, on September 24, 2020, six additional subsidiaries of Noble-UK (together with Noble-UK and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings are being jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”). The Debtors are now operating their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court pursuant to sections 1107 and 1108 of the Bankruptcy Code and orders of the Bankruptcy Court. To ensure the Debtors’ ability to continue operating in the ordinary course of business, on August 3, 2020, the Bankruptcy Court entered a variety of orders providing “first day” relief to the Debtors, including the authority for the Debtors to continue using their cash management system, pay employee wages and benefits and pay vendors and suppliers in the ordinary course of business. As of the Petition Date, the Company began applying Accounting Standards Codification (“ASC”) Topic 852, Reorganizations (“ASC 852”). The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing our outstanding senior notes and under our 2017 Credit Facility. As a result, we are no longer able to borrow any amounts under our 2017 Credit Facility. In addition, the unpaid principal and interest due under our outstanding senior notes and 2017 Credit Facility became immediately due and payable. As of September 30, 2020 , the estimated claim amounts of our senior notes and the 2017 Credit Facility have been presented as “Liabilities subject to compromise” in our Condensed Consolidated Balance Sheet. However, any efforts to enforce such payment obligations with respect to our senior notes and 2017 Credit Facility are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. We do not have sufficient cash on hand or available liquidity to repay such outstanding debt. As of September 30, 2020 , we had an aggregate outstanding principal amount of approximately $3.4 billion in senior notes with stated maturities at various times from 2020 through 2045 and $545.0 million of borrowings outstanding under our 2017 Credit Facility. We elected not to make the semiannual interest payment due in respect of our Senior Notes due 2024 (the “2024 Notes”), which was due on July 15, 2020, and have not made any interest payments on our senior notes since such date. On the Petition Date, the Debtors entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, and as amended by the First Amendment thereto dated as of August 20, 2020, the “Restructuring Support Agreement”) with an ad hoc group of certain holders of approximately 70% of the aggregate outstanding principal amount of our outstanding Senior Notes due 2026 (the “Guaranteed Notes”) and an ad hoc group of certain holders of approximately 45% of the aggregate outstanding principal amount of our other outstanding senior notes, taken as a whole (the “Legacy Notes”). The Support Date (as defined in the Restructuring Support Agreement) occurred on August 20, 2020. Based upon the occurrence of the Support Date, the Consenting Creditors (as defined in the Restructuring Support Agreement) will support the Debtors' restructuring efforts as set forth in, and subject to the terms and conditions of, the Restructuring Support Agreement. The Debtors agreed to seek approval of a plan of reorganization and complete their restructuring efforts subject to the terms, conditions, and milestones contained in the Restructuring Support Agreement and otherwise comply with the terms and requirements set forth in the Restructuring Support Agreement. The Restructuring Support Agreement contains customary conditions, representations, and warranties of the parties and is subject to a number of conditions, including, among others, the accuracy of the representations and warranties of the parties and compliance with the obligations set forth in the Restructuring Support Agreement. The Restructuring Support Agreement also provides for termination by the parties upon the occurrence of certain events. See “ Note 2— Chapter 11 Proceedings ” for additional information. As a result of the filing of the Chapter 11 Cases, our Board of Directors determined to cancel the Company’s share ownership policy applicable to the officers and directors, and the Company will consider an appropriate policy upon the Company’s emergence from bankruptcy. Going Concern Based on our evaluation of the circumstances described above, substantial doubt exists about our ability to continue as a going concern. The unaudited condensed consolidated financial statements included herein were prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, as a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. Our liquidity requirements, and the availability to us of adequate capital resources, are difficult to predict at this time. Notwithstanding the protections available to us under the Bankruptcy Code, if our future sources of liquidity are insufficient, we would face substantial liquidity constraints and would likely be required to significantly reduce, delay or eliminate capital expenditures, implement further cost reductions, seek other financing alternatives or cease operations as a going concern and liquidate. While operating as debtors-in-possession during the Chapter 11 Cases, we may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business, for amounts other than those reflected in these condensed consolidated financial statements. Further, a chapter 11 plan will likely materially change the amounts and classifications of assets and liabilities reported in these condensed consolidated financial statements. The condensed consolidated financial statements do not reflect any adjustments that might be necessary should we be unable to continue as a going concern. |
Chapter 11 Proceedings
Chapter 11 Proceedings | 9 Months Ended |
Sep. 30, 2020 | |
Reorganizations [Abstract] | |
Chapter 11 Proceedings | Note 2— Chapter 11 Proceedings Restructuring Support Agreement On the Petition Date, the Debtors entered into the Restructuring Support Agreement with an ad hoc group of certain holders of approximately 70% of the aggregate outstanding principal amount of our Guaranteed Notes and an ad hoc group of certain holders of approximately 45% of the aggregate outstanding principal amount of our Legacy Notes. The Restructuring Support Agreement became effective on August 20, 2020, and, among other things, provides that the Consenting Creditors will support the Debtors' restructuring efforts as set forth in, and subject to the terms and conditions of, the Restructuring Support Agreement. The Debtors agreed to seek approval of a plan of reorganization and complete their restructuring efforts subject to the terms, conditions, and milestones contained in the Restructuring Support Agreement and otherwise comply with the terms and requirements set forth in the Restructuring Support Agreement. The Restructuring Support Agreement contains customary conditions, representations, and warranties of the parties and is subject to a number of conditions, including, among others, the accuracy of the representations and warranties of the parties and compliance with the obligations set forth in the Restructuring Support Agreement. The Restructuring Support Agreement also provides for termination by the parties upon the occurrence of certain events. The Consenting Creditors and other significant groups relevant to the Restructuring Support Agreement are described below: • Ad Hoc Guaranteed Group. Refers to the ad hoc group of Priority Guaranteed Noteholders. • Priority Guaranteed Noteholders. Refers to the beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own, the Guaranteed Notes. • Consenting Priority Guaranteed Noteholders. Refers to the Ad Hoc Guaranteed Group, together with any other holders of the Guaranteed Notes that execute a joinder to the Restructuring Support Agreement. • Ad Hoc Legacy Group. Refers to the ad hoc group of Legacy Noteholders. • Legacy Noteholders. Refers to the beneficial holders of, or investment advisors, investment managers, managers, nominees, advisors, or subadvisors to funds that beneficially own, the Legacy Notes. • Consenting Legacy Noteholders. Refers to the Ad Hoc Legacy Group, together with any other holders of the Legacy Notes that execute a joinder to the Restructuring Support Agreement. • Consenting Creditors . Refers to the Consenting Legacy Noteholders together with the Consenting Priority Guaranteed Noteholders. Plan of Reorganization The Company filed the Second Amended Joint Plan of Reorganization (the “Plan”) and the Disclosure Statement with respect to the Second Amended Joint Plan of Reorganization (the “Disclosure Statement”) on October 8, 2020, and additionally filed redlined solicitation versions of the Plan and the Disclosure Statement with non-material changes on October 13, 2020. On October 9, 2020, the Bankruptcy Court entered an order approving the adequacy of the Disclosure Statement and deadlines and procedures related to solicitation and confirmation of the Plan. The hearing to consider confirmation of the Plan is scheduled to commence on November 20, 2020. If the Plan is confirmed by the Bankruptcy Court and other pertinent conditions are met including obtaining certain regulatory approvals, the Debtors would exit chapter 11 pursuant to the terms of the Plan. Under the Plan, the claims against and interests in the Debtors are organized into classes based, in part, on their respective priorities. The value of the recovery that each claim receives under the Plan is dictated by the structural seniority of the Debtor against which such claim is asserted. Thus, as a general matter, claims asserted against structurally senior Debtor Groups (as defined in the Plan) receive a more valuable recovery. In order of structural seniority, Debtor Group A is most senior, followed by Debtor Groups B, C, D, E, and F, respectively. Accordingly, the Plan provides the following treatment of claims and interests that have been determined to be impaired (capitalized terms that are not defined herein are defined in the Plan): Except to the extent that a Holder of an Allowed Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each and every Allowed Claim against respective Debtor Groups, Holders of the following Allowed Claims are proposed to receive the treatment set forth below, which may be subject to change based upon amendments to the Plan: • Revolving Credit Facility Claims (Class 3A, 3D, and 3E) . Each Holder of claims under the 2017 Credit Facility will receive, at the election of such Holder, (a) if such Holder elects to participate in the Exit Revolving Credit Facility, its pro rata share of: (i) the Exit Revolving Credit Facility Commitments and (ii) the Exit Revolving Credit Facility Effective Date Cash Amount; or (b) if such Holder does not elect to participate in the Exit Revolving Credit Facility, a promissory note. • Transocean Claims (Class 5A - 5F ). Each Holder will receive such treatment as set forth in Section 2.1 of the Transocean Settlement Agreement (as defined herein). • Paragon Claims (Class 6A - 6F ). Each Holder will receive such treatment as set forth in Section 2.2 of the Settlement Agreement (as defined herein). • General Unsecured Claims against Debtor Group A (Class 7A). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group A payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • General Unsecured Claims against Debtor Group B (Class 7B). Each Holder will receive its pro rata share of (i) 63.5% of the ordinary shares issued by the Reorganized Parent on the Effective Date (the “Reorganized Parent Stock” or “New Shares”) (subject to dilution by the Management Incentive Plan (the “MIP”) and the Warrants, but post-dilution by the Rights Offering) and (ii) the Debtor Group B Subscription Rights. • General Unsecured Claims against Debtor Group C (Class 7C). Each Holder will receive its pro rata share of (i) 4.1% of the Reorganized Parent Stock (subject to dilution by the MIP and the Warrants, but post-dilution by the Rights Offering), (ii) the Tranche 1 Warrants (as described below), (iii) the Tranche 2 Warrants (as described below), and (iv) the Debtor Group C Subscription Rights, provided that any General Unsecured Claim that is Allowed against both Debtor Group B and Debtor Group C will not receive a distribution with respect to Debtor Group C. • General Unsecured Claims against Debtor Group D (Class 7D). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group D multiplied by the Applicable Percentage, payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • General Unsecured Claims against Debtor Group E (Class 7E). Each Holder’s claim will be extinguished, canceled, and discharged, with each Holder receiving no distribution on account of such claim. • General Unsecured Claims against Debtor Group F (Class 7F). Each Holder will receive cash in the aggregate amount of such Allowed General Unsecured Claim against Debtor Group F multiplied by 16% , payable in three annual installment payments, with the first payment made one year after the later of (i) the Effective Date and (ii) the date that such claim becomes Allowed. • Interests in Parent (Class 11F). Each Holder of allowed interests in Noble Corporation plc will receive its pro rata share of the Tranche 3 Warrants (as described below) in exchange for full and final satisfaction, settlement, release, and discharge of every allowed interest in Noble Corporation plc, provided that Class 7F votes to accept the Plan, or that there are no claims in such class. • All the secured, tax, priority and administrative claims will be paid in full. • All the unsecured trade claims will be either reinstated or repaid in full, except for the claims that fall into the general categories detailed above. The Plan provides for the following new debt, other instruments, and additional terms: • Exit Revolving Credit Facility . The Company will enter into a new exit revolving credit facility (the “Exit Revolving Credit Facility”) in an aggregate principal amount of $675.0 million secured by a first lien on substantially all assets of the reorganized Company. The Exit Revolving Credit Facility will mature five years from the Petition Date, with interest payable quarterly at LIBOR plus 4.75% per annum, subject to 0% LIBOR floor, with a step up to LIBOR plus 5.25% per annum commencing after the fourth anniversary of the Petition Date. The Exit Revolving Credit Facility is subject to a variety of other terms and conditions including conditions precedent to funding, financial covenants, and various other covenants and representations and warranties. • Rights Offering and Backstop. The Company will issue $200.0 million in aggregate principal amount of second lien notes (the “Exit Second Lien Notes”), which will be funded pursuant to a Rights Offering of Exit Second Lien Notes and shares of Reorganized Parent Stock. The Exit Second Lien Notes will be secured by a second lien on the assets pledged under the Exit Revolving Credit Facility. The Company entered into a Backstop Commitment Agreement (the “BCA”) with the backstop parties thereto (the “Backstop Parties”) on October 12, 2020, pursuant to which the issuance of the Exit Second Lien Notes will be fully backstopped by the Ad Hoc Guaranteed Group and the Ad Hoc Legacy Group. Participation in the Rights Offering is offered to the holders of the Guaranteed Notes and the Legacy Notes as follows: ◦ Subject to the Ad Hoc Guaranteed Group Holdback Notes (as defined herein), 58% of the Exit Second Lien Notes (such amount, the “Guaranteed Notes Allocation”) are offered to holders of Guaranteed Notes. ◦ Subject to the Ad Hoc Legacy Group Holdback Notes (as defined herein), 42% of the Exit Second Lien Notes (such amount, the “Legacy Notes Allocation”) are offered to holders of Legacy Notes. ◦ In the event of an undersubscription of the Guaranteed Notes Allocation, the Ad Hoc Legacy Group will have the exclusive right to purchase the first $6 million of Exit Second Lien Notes that are unsubscribed under the Guaranteed Notes Allocation before the Ad Hoc Guaranteed Group backstop is implemented (the “Undersubscription Rights”). ◦ The members of the Ad Hoc Guaranteed Group will have the exclusive right and obligation to purchase 37.5% of the Guaranteed Notes Allocation (such amount, the “Ad Hoc Guaranteed Group Holdback Notes”). ◦ The members of the Ad Hoc Legacy Group and certain Legacy Noteholders that participated in a joinder process to commit to fund a portion of the Rights Offering will have the exclusive right and obligation to purchase 37.5% of the Legacy Notes Allocation (such amount, the “Ad Hoc Legacy Group Holdback Notes”). Each holder that participates in the Rights Offering in respect of the Guaranteed Notes Allocation will receive its pro rata share (based on the amount of such holder’s Guaranteed Notes claim or Undersubscription Rights, as applicable) of 17.4% of the New Shares (subject to dilution by Warrants and the MIP), and (ii) each holder that participates in the Rights Offering in respect of the Legacy Notes Allocation will receive its pro rata share (based on the amount of such holder’s Legacy Notes claim) of 12.6% of the New Shares (subject to dilution by Warrants and the MIP). • Backstop Premium. The Ad Hoc Guaranteed Group will receive a backstop premium, paid-in-kind, of (a) Exit Second Lien Notes equal to 8% of the amount of the Guaranteed Notes Allocation and (b) New Shares. The Ad Hoc Legacy Group will receive a backstop premium, paid-in-kind, of (a) Exit Second Lien Notes equal to 8% of the amount of the Legacy Notes Allocation and (b) New Shares. The amount of New Shares provided to the above groups in respect of such backstop premiums will be equivalent to an aggregate of 2.4% of the New Shares (subject to dilution by the Warrants and the MIP). Should the BCA be terminated due to Debtor breach of contract or a specified event of default (as detailed within the BCA), the Debtors are obligated to pay the Backstop Parties a termination payment of $10.0 million in cash. • Tranche 1 Warrants . Refers to 7 -year warrants with Black Scholes protection for 12.5% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP, the Tranche 2 Warrants, and the Tranche 3 Warrants) struck at the price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date. • Tranche 2 Warrants . Refers to 7 -year warrants with Black Scholes protection for 12.5% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP and the Tranche 3 Warrants) struck at 120% of the price that would result in payment of the Guaranteed Notes in full at par plus accrued interest as of the Petition Date. • Tranche 3 Warrants . Refers to 5 -year warrants with no Black Scholes protection for 4% of the fully diluted Reorganized Parent Stock (subject to dilution by the MIP) struck at the price that would result in payment of the Legacy Notes in full at par plus accrued interest as of the Petition Date. • Management Incentive Plan. A percentage of Reorganized Parent Stock equal to 10% of the Reorganized Parent Stock, on a fully diluted basis (assuming exercise of all Warrants, conversion of all outstanding convertible securities and full distribution of the MIP and all securities contemplated by the Plan), will be reserved for a MIP for grants to certain directors, managers, officers, and employees of the Reorganized Debtors on and after the Effective Date. • Sources of Cash for Plan Distribution. All cash required for payments to be made under the Plan on the Effective Date is required to be obtained from cash on hand, proceeds of the Rights Offering, and proceeds of the Exit Revolving Credit Facility. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, assign, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Typically, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this Quarterly Report on Form 10-Q, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. As of September 30, 2020, the Debtors have not yet made any formal determinations regarding the assumption or rejection of any of the executory contracts or unexpired leases. Claims Reconciliation The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each Debtor, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by the deadline for general claims, which was set by the Bankruptcy Court as October 6, 2020 and November 13, 2020 for the initial Debtors and the additional Debtors, respectively. The governmental bar date has been set as January 27, 2021 and March 23, 2021 for the initial Debtors and the additional Debtors, respectively. The Debtors have received approximately 1,100 proofs of claim as of November 2, 2020 for an amount of approximately $23.0 billion . Such amount includes duplicate claims across multiple Debtor legal entities. These claims will be reconciled to amounts recorded in the Debtors’ accounting records. Differences between amounts recorded by the Debtors and claims filed by creditors will be investigated, reconciled and resolved, at the direction of the Debtors, including through proceedings before the Bankruptcy Court. In addition, the Debtors will identify claims that have been amended or superseded, are without merit, are overstated or should be adjusted or expunged for other reasons. As a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to Liabilities subject to compromise. In light of the number of claims filed, the claims resolution process may continue after the Debtors emerge from bankruptcy. Pre-petition Charges Pre-petition charges consist primarily of legal and other professional advisory fees incurred in relation to the Chapter 11 Cases, but prior to the Petition Date, and are presented as “Pre-petition charges” in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020. Reorganization Items, Net In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and as a direct result of the Chapter 11 Cases are recorded under “Reorganization items, net”. The following table summarizes the components of reorganization items included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 Professional fees (1) $ 20,545 $ 5 Write-off of debt financing costs and discount 45,469 45,469 Adjustments for estimated litigation claims (57,000 ) 4,500 Total Reorganization items, net $ 9,014 $ 49,974 (1) Payments of $7.8 million and zero related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 for Noble-UK and Noble-Cayman, respectively. Liabilities Subject to Compromise As discussed in “ Note 1— Organization and Basis of Presentation ,” since the Petition Date, the Company has been operating as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Condensed Consolidated Balance Sheets, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. However, the determination of the value at which liabilities will ultimately be settled cannot be made until the Bankruptcy Court approves the Plan. The Company will continue to evaluate and adjust the amount and classification of its pre-petition liabilities. The following table summarizes the components of liabilities subject to compromise included on our Condensed Consolidated Balance Sheet as of September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 4.900% Senior Notes due August 2020 $ 62,535 $ 62,535 4.625% Senior Notes due March 2021 79,937 79,937 3.950% Senior Notes due March 2022 21,213 21,213 7.750% Senior Notes due January 2024 397,025 397,025 7.950% Senior Notes due April 2025 450,000 450,000 7.875% Senior Notes due February 2026 750,000 750,000 6.200% Senior Notes due August 2040 393,597 393,597 6.050% Senior Notes due March 2041 395,000 395,000 5.250% Senior Notes due March 2042 483,619 483,619 8.950% Senior Notes due April 2045 400,000 400,000 2017 Credit Facility 545,000 545,000 Litigation 97,000 12,000 Accrued and unpaid interest 110,301 110,301 Accounts payable and other liabilities 44,097 43,393 Lease liabilities 22,105 22,105 Total consolidated liabilities subject to compromise $ 4,251,429 $ 4,165,725 Since the filing of the Chapter 11 Cases on the Petition Date, the Company ceased accruing interest on all debt. As a result, the Company did not record $45.1 million of contractual interest expense related to the Guaranteed Notes, Legacy Notes, and 2017 Credit Facility . |
Accounting Pronouncements
Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Pronouncements | Note 3— Accounting Pronouncements Accounting Standards Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13 (Topic 326, “Measurement of Credit Losses on Financial Instruments”), which requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income, including loans, debt securities, trade receivables, net investments in leases and available-for-sale debt securities. This guidance is effective for annual and interim periods beginning after December 15, 2019. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We adopted this standard effective January 1, 2020 and our adoption did not have a material effect on our condensed consolidated financial statements. Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We do not expect the adoption of this guidance to materially affect our condensed consolidated financial statements. With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements. |
Consolidated Joint Ventures
Consolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
Consolidated Joint Ventures | Note 4— Consolidated Joint Ventures On December 3, 2019, we completed a transaction with a subsidiary of Royal Dutch Shell plc (“Shell”), in which Shell bought out the remaining term of its drilling contract for the drillship Noble Bully II for $166.9 million , and we acquired Shell’s 50 percent interests in the Bully I and Bully II joint ventures for $106.7 million . As a result of this transaction, the former joint venture entities became our wholly-owned subsidiaries. Shell’s equity interests were presented as noncontrolling interests on our condensed consolidated financial statements. During the three and nine months ended September 30, 2019 , the Bully joint ventures approved and paid dividends totaling $25.0 million and $35.1 million , respectively. Of these amounts, 50 percent |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 5— Income (Loss) Per Share The following table presents the computation of basic and diluted loss per share for Noble-UK: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Basic Net loss from continuing operations $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (663,899 ) Net loss from discontinued operations, net of tax — — — (3,821 ) Net loss attributable to Noble Corporation plc $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (667,720 ) Diluted Net loss from continuing operations $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (663,899 ) Net loss from discontinued operations, net of tax — — — (3,821 ) Net loss attributable to Noble Corporation plc $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (667,720 ) Denominator: Weighted average shares outstanding - basic 251,058 249,181 250,696 248,865 Weighted average shares outstanding - diluted 251,058 249,181 250,696 248,865 Loss per share Basic: Loss from continuing operations $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.66 ) Loss from discontinued operations — — — (0.02 ) Net loss attributable to Noble Corporation plc $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.68 ) Diluted: Loss from continuing operations $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.66 ) Loss from discontinued operations — — — (0.02 ) Net loss attributable to Noble Corporation plc $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.68 ) Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. For the three and nine months ended September 30, 2020 and 2019, approximately 6.4 million and 12.0 million share-based awards, respectively, were excluded from diluted loss per share since the effect would have been anti-dilutive. Share capital As of September 30, 2020 , Noble-UK had approximately 251.1 million shares outstanding and trading as compared to approximately 249.2 million shares outstanding and trading at December 31, 2019 . At our 2020 Annual General Meeting, shareholders authorized our Board of Directors to increase share capital through the issuance of up to approximately 8.7 million ordinary shares (at current nominal value of $0.01 per share). The authority to allot shares will expire at the end of our 2021 Annual General Meeting unless we seek an extension from shareholders at that time. Other than shares issued to our directors under our Noble Corporation plc 2017 Director Omnibus Plan, the authority was no t used to allot shares during the nine months ended September 30, 2020 . The declaration and payment of dividends require the authorization of the Board of Directors of Noble-UK, provided that such dividends on issued share capital may be paid only out of Noble-UK’s “distributable reserves” on its statutory balance sheet in accordance with UK law. Therefore, Noble-UK is not permitted to pay dividends out of share capital, which includes share premium. Noble has not paid dividends since the third quarter of 2016. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by our Board of Directors; however, at this time, we do not expect to pay any dividends in the foreseeable future. Share repurchases Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. We currently do not have shareholder authority to repurchase shares. During the nine months ended September 30, 2020 and 2019, we did not repurchase any of our shares. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6— Property and Equipment Property and equipment, at cost consisted of the following: September 30, 2020 December 31, 2019 Drilling equipment and facilities $ 8,465,303 $ 10,014,314 Construction in progress 81,186 88,904 Other 202,766 203,407 Property and equipment, at cost $ 8,749,255 $ 10,306,625 On February 28, 2019, we purchased a new GustoMSC CJ46 rig, the Noble Joe Knight, from the PaxOcean Group in connection with a concurrently awarded drilling contract in the Middle East region. We paid $83.8 million for the rig, with $30.2 million paid in cash and the remaining $53.6 million of the purchase price financed with a loan by the seller. See “ Note 7— Debt ” for additional information. During the three months ended September 30, 2020 , we recognized no impairment charges to our long-lived assets. During the nine months ended September 30, 2020 , we recognized a non-cash loss on impairment of $1.1 billion , related to our long-lived assets. During the three and nine months ended September 30, 2019 , we recognized a non-cash loss on impairment of $595.5 million , related to our long-lived assets. See “ Note 10— Loss on Impairment ” for additional information. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 7— Debt Credit Facilities 2017 Credit Facility On December 21, 2017, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman; Noble International Finance Company, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman; and Noble Holding UK Limited, a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary of Noble-UK (“NHUK”), as parent guarantor, entered into a senior unsecured credit agreement (as amended, the “2017 Credit Facility”). In July 2019, we executed a first amendment to our 2017 Credit Facility, which, among other things, reduced the maximum aggregate amount of commitments thereunder from $1.5 billion to $1.3 billion . As a result of such reduction in the maximum aggregate amount of commitments, we recognized a net loss of approximately $0.7 million in the year ended December 31, 2019 . Prior to the filing of the Chapter 11 Cases, the 2017 Credit Facility was scheduled to mature in January 2023. Borrowings were available for working capital and other general corporate purposes. The 2017 Credit Facility provided for a letter of credit sub-facility in the amount of $15.0 million , with the ability to increase such amount up to $500.0 million with the approval of the lenders. The 2017 Credit Facility has provisions that vary the applicable interest rates for borrowings based upon our debt ratings. Borrowings under the 2017 Credit Facility bear interest at LIBOR plus an applicable margin, which is currently the maximum contractual rate of 4.25% . NHUK has guaranteed the obligations of the borrowers under the 2017 Credit Facility. In addition, certain indirect subsidiaries of Noble-UK that own rigs are guarantors under the 2017 Credit Facility. In April 2020, we borrowed $100.0 million under the 2017 Credit Facility to pay down our indebtedness under the Seller Loans (as defined herein) as further described below. At September 30, 2020 , we had $545.0 million of borrowings outstanding under the 2017 Credit Facility. At September 30, 2020 , we had $8.8 million of letters of credit issued under the 2017 Credit Facility and an additional $5.8 million in letters of credit and surety bonds issued under unsecured bilateral arrangements. The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing our outstanding senior notes and under our 2017 Credit Facility. In addition, the unpaid principal and interest due under our indentures and the 2017 Credit Facility became immediately due and payable. However, any efforts to enforce such payment obligations with respect to our senior notes and 2017 Credit Facility are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code. See “ Note 1— Organization and Basis of Presentation ” for additional information. 2015 Credit Facility Effective January 2018, in connection with entering into the 2017 Credit Facility, we amended our $300.0 million senior unsecured credit facility that would have matured in January 2020 and was guaranteed by our indirect, wholly-owned subsidiaries, Noble Holding (U.S.) LLC and Noble Holding International Limited (as amended, the “2015 Credit Facility”). On December 20, 2019, we repaid $300.0 million of outstanding borrowings and terminated the 2015 Credit Facility. Seller Loans 2019 Seller Loan In February 2019, we purchased the Noble Joe Knight for $83.8 million with a $53.6 million seller-financed secured loan (the “2019 Seller Loan”). The 2019 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2019 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four -year term of the 2019 Seller Loan. Based on the terms of the 2019 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91% , of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term. 2018 Seller Loan In September 2018, we purchased the Noble Johnny Whitstine for $93.8 million with a $60.0 million seller-financed secured loan (the “2018 Seller Loan” and, together with the 2019 Seller Loan, the “Seller Loans”). The 2018 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2018 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four -year term of the 2018 Seller Loan. Based on the terms of the 2018 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91% , of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term. Both of the Seller Loans were guaranteed by Noble-Cayman and each was secured by a mortgage on the applicable rig and by the pledge of the shares of the applicable single-purpose entity that owned the relevant rig. Each Seller Loan contained a debt to total capitalization ratio requirement that such ratio not exceed 0.55 at the end of each fiscal quarter, a $300.0 million minimum liquidity financial covenant and an asset and revenue covenant substantially similar to the Guaranteed Notes, as well as other covenants and provisions customarily found in secured transactions, including a cross default provision. Each Seller Loan required immediate repayment on the occurrence of certain events, including the termination of the drilling contract associated with the relevant rig or circumstances in connection with a material adverse effect. In April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loan and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, interest ceased accruing, and the financial covenants set forth in the agreements relating to the Seller Loans ceased to apply. On July 20, 2020, at the conclusion of the 90-day period following the payment date, all outstanding amounts were reduced to zero, all security was released, and the Seller Loans were terminated. As a result of the early repayment of the Seller Loans and the conclusion of the 90-day period following the payment date, we recognized gains of approximately $17.8 million and $17.2 million in the three and nine months ended September 30, 2020 , respectively. Debt Tender Offers, Repayments and Open Market Repurchases In March 2019, we completed cash tender offers for our Senior Notes due 2020, Senior Notes due 2021, Senior Notes due 2022 and 2024 Notes. Pursuant to such tender offers, we purchased $440.9 million aggregate principal amount of these senior notes for $400.0 million , plus accrued interest, using cash on hand and borrowings under the 2015 Credit Facility. As a result of this transaction, we recognized a net gain of approximately $31.3 million . Fair Value of Debt Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The Company uses available market data and valuation methodologies to estimate the fair value of its debt and the fair values presented in the following table below reflect original maturity dates for each of the debt instruments. The valuation assumptions utilized to measure the fair value of the Company’s debt are considered Level 2 measurements. All remaining fair value disclosures are presented in “ Note 13— Fair Value of Financial Instruments .” The following table presents the carrying value, net of unamortized debt issuance costs and discounts, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: September 30, 2020 (1) December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior unsecured notes: 4.90% Senior Notes due August 2020 $ 62,535 $ 1,322 $ 62,505 $ 60,660 4.625% Senior Notes due March 2021 79,937 1,623 79,854 64,262 3.95% Senior Notes due March 2022 21,213 185 21,181 12,170 7.75% Senior Notes due January 2024 397,025 3,807 389,800 211,035 7.95% Senior Notes due April 2025 450,000 4,550 446,962 228,515 7.875% Senior Notes due February 2026 750,000 184,133 739,371 546,353 6.20% Senior Notes due August 2040 393,597 5,349 390,526 149,134 6.05% Senior Notes due March 2041 395,000 4,290 389,809 142,646 5.25% Senior Notes due March 2042 483,619 5,238 478,122 176,265 8.95% Senior Notes due April 2045 400,000 4,092 390,763 164,664 Seller loans: Seller-financed secured loan due September 2022 — — 62,453 36,968 Seller-financed secured loan due February 2023 — — 55,658 31,175 Credit facility: 2017 Credit Facility matures January 2023 545,000 545,000 335,000 335,000 Total debt 3,977,926 759,589 3,842,004 2,158,847 Less: Current maturities of long-term debt — — (62,505 ) (60,660 ) Long-term debt (2) $ — $ — $ 3,779,499 $ 2,098,187 (1) Includes write-off of applicable deferred financing cost and discounts of $45.5 million . See “ Note 2— Chapter 11 Proceedings ” for additional information. (2) All of our long-term debt as of September 30, 2020 has been presented as “Liabilities subject to compromise”. See “ Note 2— Chapter 11 Proceedings ” for additional information. As discussed in “ Note 1— Organization and Basis of Presentation ,” since the Petition Date, the Company has been operating as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. Accordingly, all of our long-term debt obligations have been presented as “Liabilities subject to compromise” on our Condensed Consolidated Balance Sheet at September 30, 2020 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 8— Accumulated Other Comprehensive Income (Loss) The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the three and nine months ended September 30, 2020 and 2019 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at December 31, 2018 $ (39,058 ) $ (18,014 ) $ (57,072 ) Activity during period: Other comprehensive income (loss) before reclassifications — 508 508 Amounts reclassified from AOCI 550 — 550 Net other comprehensive income 550 508 1,058 Balance at March 31, 2019 $ (38,508 ) $ (17,506 ) $ (56,014 ) Activity during period: Other comprehensive income (loss) before reclassifications — (406 ) (406 ) Amounts reclassified from AOCI 549 — 549 Net other comprehensive income (loss) 549 (406 ) 143 Balance at June 30, 2019 $ (37,959 ) $ (17,912 ) $ (55,871 ) Activity during period: Other comprehensive income (loss) before reclassifications — (1,054 ) (1,054 ) Amounts reclassified from AOCI 549 — 549 Net other comprehensive income 549 (1,054 ) (505 ) Balance at September 30, 2019 $ (37,410 ) $ (18,966 ) $ (56,376 ) Balance at December 31, 2019 $ (40,635 ) $ (17,754 ) $ (58,389 ) Activity during period: Other comprehensive income (loss) before reclassifications — (2,136 ) (2,136 ) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (2,136 ) (1,568 ) Balance at March 31, 2020 $ (40,067 ) $ (19,890 ) $ (59,957 ) Activity during period: Other comprehensive income (loss) before reclassifications — (539 ) (539 ) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (539 ) 29 Balance at June 30, 2020 $ (39,499 ) $ (20,429 ) $ (59,928 ) Activity during period: Other comprehensive income (loss) before reclassifications — 863 863 Amounts reclassified from AOCI 569 — 569 Net other comprehensive income (loss) 569 863 1,432 Balance at September 30, 2020 $ (38,930 ) $ (19,566 ) $ (58,496 ) (1) Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “ Note 12— Employee Benefit Plans ” for additional information. |
Revenue and Customers
Revenue and Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 9— Revenue and Customers Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 days . Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. The following table provides information about contract assets and contract liabilities from contracts with customers: September 30, 2020 December 31, 2019 Current contract assets $ 10,791 $ 21,292 Noncurrent contract assets 4,638 9,508 Total contract assets 15,429 30,800 Current contract liabilities (deferred revenue) (36,045 ) (34,196 ) Noncurrent contract liabilities (deferred revenue) (24,002 ) (30,859 ) Total contract liabilities $ (60,047 ) $ (65,055 ) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2020 and 2019 are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2018 $ 47,664 $ (80,753 ) Amortization of deferred costs (22,985 ) — Additions to deferred costs 16,984 — Amortization of deferred revenue — 38,255 Additions to deferred revenue — (28,521 ) Total (6,001 ) 9,734 Net balance at September 30, 2019 $ 41,663 $ (71,019 ) Net balance at December 31, 2019 $ 30,800 $ (65,055 ) Amortization of deferred costs (22,736 ) — Additions to deferred costs 7,365 — Amortization of deferred revenue — 46,523 Additions to deferred revenue — (41,515 ) Total (15,371 ) 5,008 Net balance at September 30, 2020 $ 15,429 $ (60,047 ) Transaction Price Allocated to the Remaining Performance Obligations The following table reflects revenue expected to be recognized in the future related to unsatisfied performance obligations, by rig type, as of September 30, 2020 : For the Years Ended December 31, 2020 (1) 2021 2022 2023 2024 and beyond Total Floaters $ 6,773 $ 23,248 $ 10,161 $ 5,866 $ 375 $ 46,423 Jackups 4,657 7,227 1,740 — — 13,624 Total $ 11,430 $ 30,475 $ 11,901 $ 5,866 $ 375 $ 60,047 (1) Represents a three-month period beginning October 1, 2020 . The revenue included above consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at September 30, 2020 . The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. Disaggregation of Revenue The following table provides information about contract drilling revenue by rig types: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Floaters $ 127,286 $ 131,039 $ 367,304 $ 428,272 Jackups 99,764 128,389 347,251 376,474 Total $ 227,050 $ 259,428 $ 714,555 $ 804,746 |
Loss on Impairment
Loss on Impairment | 9 Months Ended |
Sep. 30, 2020 | |
Asset Impairment Charges [Abstract] | |
Loss on Impairment | Note 10— Loss on Impairment Asset Impairments We evaluate our property and equipment for impairment whenever there are changes in facts that suggest that the value of the asset is not recoverable. In connection with the preparation of our financial statements for the second quarter of 2020, we conducted a review of our fleet to determine recoverability. The review included an assessment of certain assumptions, including future marketability of each unit in light of the current market conditions and its current technical specifications. Assumptions used in our assessment included, but were not limited to, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, discount rates, capital expenditures, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. During the first quarter of 2020, we impaired the carrying value to their corresponding estimated fair values for the Noble Bully I, Noble Bully II, Noble Danny Adkins and Noble Jim Day . For our impaired units, we estimated the fair value of these units by applying the income valuation approach utilizing significant unobservable inputs, representative of a Level 3 fair value measurement. If we experience prolonged unfavorable changes to current market conditions, reactivation costs or dayrates or if we are unable to secure new or extended contracts for our active rigs at favorable rates, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values. During the three months ended September 30, 2020 , we recognized zero impairment charges on our fleet. During the nine months ended September 30, 2020 , we recognized approximately $1.1 billion in impairment charges related to the Noble Bully I, Noble Bully II, Noble Danny Adkins and Noble Jim Day , and $5.5 million of impairment charges related to certain capital spare equipment. Of the $595.5 million impairment recognized on the Noble Bully II during the nine months ended September 30, 2019, $265.0 million was attributable to our former joint venture partner. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11— Income Taxes At September 30, 2020 , the reserves for uncertain tax positions totaled $39.8 million (net of related tax benefits of $0.4 million ). At December 31, 2019 , the reserves for uncertain tax positions totaled $159.7 million (net of related tax benefits of $0.4 million ). It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the expiration of statutes of limitation. On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law. The CARES Act makes significant changes to various areas of US federal income tax law by, among other things, allowing a five-year carryback period for 2018, 2019 and 2020 net operating losses (“NOL”), accelerating the realization of remaining alternative minimum tax credits, and increasing the interest expense limitation under Section 163(j) for years 2019 and 2020. The Company recognized an income tax benefit of $42.6 million as a result of the application of the CARES Act in its first quarter of 2020 financial statements in accordance with ASC Topic 740, Income Taxes. Such $42.6 million tax benefit is comprised primarily of a current income tax receivable of $151.4 million , partially offset by non-cash deferred tax expense of $107.6 million related to NOL utilization. In the third quarter, we recorded a $1.0 million increase to the aforementioned non-cash deferred tax expense. At September 30, 2020 , we had received $134.0 million of the income tax receivable related to the CARES Act, along with an additional receipt of $4.4 million of related interest. At September 30, 2020 , in addition to the aforementioned CARES Act impact, our income tax provision also included non-cash tax benefits of $4.6 million related to a non-US reserve release following a statute expiration and $95.6 million related to the impairment of two rigs and certain capital spares, partially offset by non-cash tax expense of $21.2 million related to 2019 US tax return provision-to-return adjustments and $31.1 million related to the tax impact from UK tax rate increases and a valuation allowance recorded against our UK deferred tax assets. At September 30, 2020 , our income tax provision included a tax benefit of $111.9 million following the closure of the examination of our US tax returns for the taxable years ended December 31, 2012, 2013, 2014, 2015, 2016, and 2017 and a non-US reserve of $5.7 million . We also recorded a non-US reserve release of $22.2 million and an $11.8 million US reserve increase, with offsetting balance sheet amounts related to these reserve releases which resulted in a zero net impact to our income tax provision. At September 30, 2019, our income tax provision included a net tax benefit of $33.7 million following the effective settlement of the examination of our US tax returns for the taxable years ended December 31, 2010 and 2011. As a result of the Company’s substantial doubt about its ability to continue as a going concern, we have re-evaluated assumptions we previously made with respect to the realization of our deferred tax assets and our ability to assert permanent reinvestment of the earnings and outside book/tax basis differences in our subsidiaries. We determined that no changes to our existing assumptions and assertions are warranted in the current period, but we will continue to monitor such assumptions and assertions in subsequent quarters to determine whether or not changes to the tax provision are warranted. Certain of the restructuring transactions contemplated by the Restructuring Support Agreement may have a material impact on the Company’s tax attributes, the full extent of which is currently unknown. Cancellation of indebtedness income resulting from such restructuring transactions may significantly reduce the Company’s tax attributes, including but not limited to NOL carryforwards. Further, the Company will experience an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), upon confirmation of the Plan by the Bankruptcy Court, which will subject certain remaining tax attributes to an annual limitation under Section 382 of the Code. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 12— Employee Benefit Plans Pension costs include the following components for the three and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, 2020 2019 Non-US US Non-US US Interest cost $ 450 $ 1,892 $ 418 $ 2,178 Return on plan assets (517 ) (2,919 ) (595 ) (2,578 ) Recognized net actuarial loss 3 716 2 693 Net pension benefit cost (gain) $ (64 ) $ (311 ) $ (175 ) $ 293 Nine Months Ended September 30, 2020 2019 Non-US US Non-US US Interest cost $ 1,313 $ 5,676 $ 1,294 $ 6,534 Return on plan assets (1,510 ) (8,757 ) (1,843 ) (7,735 ) Recognized net actuarial loss 7 2,149 7 2,078 Net pension benefit cost (gain) $ (190 ) $ (932 ) $ (542 ) $ 877 During the three and nine months ended September 30, 2020 and 2019 , we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three and nine months ended September 30, 2020 and 2019 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 13— Fair Value of Financial Instruments The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis: September 30, 2020 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets - Marketable securities $ 11,247 $ 11,247 $ — $ — December 31, 2019 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets - Marketable securities $ 10,433 $ 10,433 $ — $ — Our cash, cash equivalents and restricted cash, accounts receivable, marketable securities and accounts payable are by their nature short-term. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14— Commitments and Contingencies Transocean Ltd. In January 2017, a subsidiary of Transocean Ltd. (“Transocean”) filed suit against us and certain of our subsidiaries seeking damages for patent infringement in a Texas federal court. The suit claimed that five of our newbuild rigs that operated in the US Gulf of Mexico violated Transocean patents relating to what is generally referred to as dual-activity drilling, and Transocean sought royalties of a $10.0 million fee and a five percent license fee for the pertinent period of operation for each vessel and damages for the breach of contract alleged in February 2019, regarding a 2007 settlement agreement that we entered into with Transocean relating to patent claims in respect of another Noble rig. On September 15, 2020, the Company entered into a settlement agreement with Transocean (the “Transocean Settlement Agreement”) to settle this matter in exchange for payment by the Company of an immaterial amount to be paid in three installment payments due 2020, 2021 and 2022, which was approved by the Bankruptcy Court on October 9, 2020 and is included in “Liabilities subject to compromise” on our Condensed Consolidated Balance Sheet as of September 30, 2020 . Paragon Offshore On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc (“Paragon Offshore”), to the holders of Noble’s ordinary shares. In February 2016, Paragon Offshore sought approval of a pre-negotiated plan of reorganization (the “Prior Plan”) by filing for voluntary relief under chapter 11 of the Bankruptcy Code. As part of the Prior Plan, we entered into a settlement agreement with Paragon Offshore (the “Prior Settlement Agreement”). The Prior Plan was rejected by the bankruptcy court in October 2016. In April 2017, Paragon Offshore filed a revised plan of reorganization (the “New Plan”) in its bankruptcy proceeding. Under the New Plan, Paragon Offshore no longer needed the Mexican tax bonding that Noble-UK was required to provide under the Prior Settlement Agreement. Consequently, Paragon Offshore abandoned the Prior Settlement Agreement as part of the New Plan, and the Prior Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principle with both its secured and unsecured creditors to revise the New Plan to create and fund a litigation trust to pursue litigation against us. On June 7, 2017, the revised New Plan was approved by the bankruptcy court, and Paragon Offshore emerged from bankruptcy on July 18, 2017. On December 15, 2017, the litigation trust filed claims relating to the Spin-off in an action (the “Action”) against us and certain of our subsidiaries (the “Noble Defendants”) and certain of our current and former officers and directors (the “D&O Defendants”) in the Delaware bankruptcy court that heard Paragon Offshore’s bankruptcy (the “Delaware Court”), and the litigation trust filed an amended complaint in October 2019. The amended complaint alleged claims of actual and constructive fraudulent conveyance, unjust enrichment and recharacterization of intercompany notes as equity claims against Noble and claims of breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the officer and director defendants. The litigation trust sought damages of (i) approximately $1.7 billion from the Company, an amount equal to the amount borrowed by Paragon Offshore immediately prior to the Spin-off, (ii) an additional approximately $935 million relating to the transfer of intercompany receivables and notes from a Paragon subsidiary to a Noble subsidiary prior to the Spin-off (bringing the total claimed damages to approximately $2.6 billion ), and (iii) unspecified amounts in respect of the claims against the officer and director defendants, all of whom have indemnification agreements with us. A trial date had been set for September 2020, but as a result of the filing of the Chapter 11 Cases, the claims against the Noble Defendants were stayed. On September 23, 2020, the Noble Defendants entered into a settlement agreement (the “Settlement Agreement”) with the litigation trust to fully and finally settle the disputes among them in the Action on the terms set forth in the Settlement Agreement and, subject to certain terms and conditions, to allow the litigation trust’s claims to proceed against the D&O Defendants in the Delaware Court. Among other things, the Settlement Agreement provides that the claims asserted by the litigation trust against each of the Noble Defendants in the Action shall be allowed as a prepetition unsecured claim in the Chapter 11 Cases in the aggregate amount of $85 million , and, on account of that claim, requires the Debtors to either (a) make a $10 million payment to the litigation trust, if a full settlement and release of (i) all claims brought against all defendants in the Action, including the Noble Defendants and the D&O Defendants, (ii) the Noble Defense Cost Claim (as defined in the Settlement Agreement), and (iii) the Noble Indemnity Claim (as defined in the Settlement Agreement) (a “Global Resolution”) is reached on or before October 1, 2020, or (b) if a Global Resolution is not reached on or before October 1, 2020, make an up-front payment of $7.5 million for a release of only the claims against the Noble Defendants, and bring litigation against the insurers with respect to the D&AO Defendants’ director and officer’s liability insurance policies the proceeds of which would be shared with the litigation trust on the terms and conditions set forth in the Settlement Agreement and with respect to a determination of the insurance coverage for the Noble Defendants. In the event that the litigation trust is paid at least $17.5 million as a result of the settlement or from certain other sources, the litigation trust (a) agreed to limit its damages claim against the D&O Defendants to equal the aggregate amount of available insurance ( $200 million minus certain additional amounts to account for depletion of insurance), and (b) covenanted to satisfy any claim against the D&O Defendants solely from director and officer liability insurance (this clause (b), the “Covenant”). To the extent that the Covenant is determined by a court of competent jurisdiction to prejudice the Noble Defendants’ or the D&O Defendants’ rights under their director and officer liability insurance policies, the Covenant shall be null and void ab initio. The Settlement Agreement further provides that the Settlement Agreement is a compromise settlement that is not in any respect, for any purpose, to be deemed or construed to be an express or implied admission of any liability or wrongdoing in the Action or otherwise. On October 9, 2020, the Bankruptcy Court entered an order approving the Debtors' entry into the Settlement Agreement. As of the filing date of this Quarterly Report on Form 10-Q, the parties have reached an agreement in principle with respect to a Global Resolution consistent with the Settlement Agreement and are working to definitively document such Global Resolution. However, there can be no assurance that a Global Resolution will be reached or that definitive documentation will be executed. Prior to the completion of the Spin-off, Noble-UK and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the Spin-off (the “Separation Agreements”), including a Master Separation Agreement (the “MSA”) and a Tax Sharing Agreement (the “TSA”). As part of its final bankruptcy plan, Paragon Offshore rejected the Separation Agreements. Accordingly, the indemnity obligations that Paragon Offshore potentially would have owed us under the Separation Agreements have now terminated, including indemnities arising under the MSA and the TSA in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the Spin-off. Likewise, any potential indemnity obligations that we would have owed Paragon Offshore under the Separation Agreements, including those under the MSA and the TSA in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon Offshore-retained entities, are now also extinguished. In the absence of the Separation Agreements, liabilities relating to the respective parties will be borne by the owner of the legal entity or asset at issue and neither party will look to an allocation based on the historic relationship of an entity or asset to one of the party’s business, as had been the case under the Separation Agreements. The rejection and ultimate termination of the indemnity and related obligations under the Separation Agreements resulted in a number of accounting charges and benefits during the year ended December 31, 2017, and such termination may continue to affect us in the future as liabilities arise for which we would have been indemnified by Paragon Offshore or would have had to indemnify Paragon Offshore. We do not expect that, overall, the rejection of the Separation Agreements by Paragon Offshore will have a material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to which we would have been able to secure indemnification from Paragon Offshore under one or more of the Separation Agreements could have an adverse impact on our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle. During the nine months ended September 30, 2019 , we recognized charges of $3.8 million recorded in “Net loss from discontinued operations, net of tax” on our Condensed Consolidated Statement of Operations relating to settlement of Mexico customs audits from rigs included in the Spin-off. Tax matters The Internal Revenue Service (“IRS”) has completed its examination procedures, including all appeals and administrative reviews, for the taxable years ended December 31, 2012, 2013, 2014, 2015, 2016 and 2017. In May 2020, the IRS examination team notified us that it was no longer proposing any adjustments with respect to our tax reporting for the taxable years ended December 31, 2012, 2013, 2014, 2015, 2016 and 2017. Subsequent to our filing of an Application for Tentative Refund with the IRS under the CARES Act in the months of April and August 2020, the IRS informed us that it would be conducting a limited scope examination of the taxable year ended December 31, 2018 and potentially earlier tax years. We believe that we have accurately reported all amounts in our returns. Audit claims of approximately $64.8 million attributable to income and other business taxes were assessed against Noble entities in Mexico related to tax years 2007, 2009 and 2010 and in Australia related to tax years 2013 to 2016. We intend to vigorously defend our reported positions and believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. Other contingencies We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements become effective upon a change of control of Noble-UK (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control and remain effective for three years thereafter. These agreements provide for compensation and certain other benefits under such circumstances. We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims. |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 15— Supplemental Financial Information Condensed Consolidated Balance Sheets Information Our Noble-UK restricted cash balance as of September 30, 2020 and December 31, 2019 consisted of $13.8 million and $1.3 million , respectively. Our Noble-Cayman restricted cash balance as of September 30, 2020 and December 31, 2019 consisted of $0.8 million and $1.3 million , respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.” Prior to the Petition Date, our restricted cash balance was associated with our financing of the Noble Johnny Whitstine and Noble Joe Knight . After the Petition Date, our restricted cash balance is to comply with restrictions from a Bankruptcy Court order to settle certain professional fees incurred upon or prior to our emergence from bankruptcy. Condensed Consolidated Statements of Cash Flows Information Operating cash activities The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble-UK Noble-Cayman Nine Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Accounts receivable $ 31,230 $ (5,113 ) $ 299 (1) $ (5,113 ) Other current assets (4,950 ) 365 8,124 (322 ) Other assets 1,483 9,037 2,750 11,033 Accounts payable (1,485 ) 366 (14,564 ) 56 Other current liabilities 9,033 (47,919 ) 9,002 (47,777 ) Other liabilities (7,869 ) (14,650 ) (7,869 ) (14,650 ) Total net change in assets and liabilities $ 27,442 $ (57,914 ) $ (2,258 ) $ (56,773 ) (1) Includes an increase of $30.9 million related to the change in Accounts receivable from affiliates for the nine months ended September 30, 2020 . Non-cash investing and financing activities Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of September 30, 2020 and December 31, 2019 were $26.4 million and $36.0 million , respectively. Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of September 30, 2019 and December 31, 2018 were $34.0 million and $52.1 million , respectively. In February 2019, we entered into the $53.6 million 2019 Seller Loan to finance a portion of the purchase price for the Noble Joe Knight. See “ Note 7— Debt ” for additional information. |
Condensed Combined Debtor-In-Po
Condensed Combined Debtor-In-Possession Financial Information | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Combined Debtor-In-Possession Financial Information | Note 16— Condensed Combined Debtor-In-Possession Financial Information The financial statements included below represent the unaudited condensed combined financial statements of the Debtors only. These statements reflect the results of operations, financial position and cash flows of the combined Debtor subsidiaries, including certain amounts and activities between Debtor and non-Debtor subsidiaries of the Company, which are eliminated in the consolidated financial statements. CONDENSED COMBINED DEBTORS’ BALANCE SHEET (In thousands) (Unaudited) September 30, 2020 ASSETS Current assets Cash and cash equivalents $ 282,888 Accounts receivable 128,535 Receivables from non-debtor affiliates 2,795,335 Taxes receivable 35,666 Prepaid expenses and other current assets 56,006 Short-term notes receivable from non-debtor affiliates 365,112 Total current assets 3,663,542 Property and equipment, at cost 8,702,682 Accumulated depreciation (2,302,220 ) Property and equipment, net 6,400,462 Investment in non-debtor affiliates 19,348,249 Receivables from non-debtor affiliates 541,335 Other assets 45,794 Total assets $ 29,999,382 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 59,249 Accounts payable to non-debtor affiliates 18,751 Accrued payroll and related costs 31,921 Taxes payable 25,849 Other current liabilities 32,583 Total current liabilities 168,353 Deferred income taxes 42,582 Other liabilities 98,890 Liabilities subject to compromise, inclusive of payables to non-debtor affiliates of $6,216,600 10,468,029 Total liabilities 10,777,854 Total debtors ’ equity 19,221,528 Total liabilities and debtors’ equity $ 29,999,382 CONDENSED COMBINED DEBTORS’ STATEMENTS OF OPERATIONS (In thousands) (Unaudited) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Operating revenues Contract drilling services $ 183,265 $ 557,171 Reimbursables and other 12,609 39,466 Non-debtor affiliates 25,650 81,625 221,524 678,262 Operating costs and expenses Contract drilling services 120,202 372,630 Reimbursables 11,468 35,438 Depreciation and amortization 90,208 282,598 General and administrative 15,468 105,978 Pre-petition charges 3,894 14,409 Loss on impairment — 1,119,517 241,240 1,930,570 Operating loss (19,716 ) (1,252,308 ) Other income (expense) Interest expense, net of amounts capitalized (23,355 ) (164,421 ) Interest expense from non-debtor affiliates (4,627 ) (33,421 ) Gain on extinguishment of debt, net 17,847 17,254 Interest income and other, net 7,300 8,559 Interest income from non-debtor affiliates 8,633 22,919 Reorganization items, net (9,014 ) (9,014 ) Loss from continuing operations before income taxes (22,932 ) (1,410,432 ) Income tax benefit (provision) (25,395 ) 225,136 Net loss $ (48,327 ) $ (1,185,296 ) CONDENSED COMBINED DEBTORS’ STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 Cash flows from operating activities Net loss $ (1,185,296 ) Adjustments to reconcile net loss to net cash flow from operating activities: Depreciation and amortization 282,598 Loss on impairment 1,119,517 Reorganization items, net (11,531 ) Gain on extinguishment of debt, net (17,254 ) Deferred income taxes 6,737 Amortization of share-based compensation 7,352 Other costs, net (33,290 ) Changes in components of working capital: Change in taxes receivable 28,130 Net changes in other operating assets and liabilities 24,320 Net changes in other operating assets and liabilities with non-debtor affiliates (36,386 ) Net cash provided by operating activities 184,897 Cash flows from investing activities Capital expenditures (111,601 ) Proceeds from disposal of assets, net 1,191 Net cash used in investing activities (110,410 ) Cash flows from financing activities Borrowings on credit facilities 210,000 Repayments of senior notes (101,132 ) Cash paid to settle equity awards (1,010 ) Other financing activities with non-debtor affiliates 41,037 Taxes withheld on employee stock transactions (417 ) Net cash provided by financing activities 148,478 Net increase in cash, cash equivalents and restricted cash 222,965 Cash, cash equivalents and restricted cash, beginning of period 73,682 Cash, cash equivalents and restricted cash, end of period $ 296,647 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17— Subsequent Events The Company has decided to dispose of its five cold-stacked floaters Noble Bully I , Noble Bully II, Noble Danny Adkins, Noble Jim Day and Noble Paul Romano , which would reduce its fleet count to 19 . On October 1, 2020, we signed a rig sale agreement for the sale of the Noble Bully I and Noble Bully II and on October 22, 2020, the Bankruptcy Court approved the rig sale agreement. On October 16, 2020, we signed a rig sale agreement for the sale of the Noble Danny Adkins , Noble Jim Day and Noble Paul Romano . This agreement was allowed under a separate Bankruptcy Court order, and we have given notice in accordance with such order. We expect to close the sales of all five rigs prior to the end of this year. All of these rigs have been previously impaired to estimated salvage values. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements of Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2019 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2019 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2019 , filed by both Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Accounting Pronouncements | Accounting Standards Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13 (Topic 326, “Measurement of Credit Losses on Financial Instruments”), which requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income, including loans, debt securities, trade receivables, net investments in leases and available-for-sale debt securities. This guidance is effective for annual and interim periods beginning after December 15, 2019. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We adopted this standard effective January 1, 2020 and our adoption did not have a material effect on our condensed consolidated financial statements. Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We do not expect the adoption of this guidance to materially affect our condensed consolidated financial statements. With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements. |
Contract Balances | Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 days |
Chapter 11 Proceedings (Tables)
Chapter 11 Proceedings (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Reorganizations [Abstract] | |
Components of Reorganization Items, Net | The following table summarizes the components of reorganization items included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 Professional fees (1) $ 20,545 $ 5 Write-off of debt financing costs and discount 45,469 45,469 Adjustments for estimated litigation claims (57,000 ) 4,500 Total Reorganization items, net $ 9,014 $ 49,974 (1) Payments of $7.8 million and zero related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 for Noble-UK and Noble-Cayman, respectively. |
Components of Liabilities Subject to Compromise | The following table summarizes the components of liabilities subject to compromise included on our Condensed Consolidated Balance Sheet as of September 30, 2020: Noble-UK Noble-Cayman September 30, 2020 September 30, 2020 4.900% Senior Notes due August 2020 $ 62,535 $ 62,535 4.625% Senior Notes due March 2021 79,937 79,937 3.950% Senior Notes due March 2022 21,213 21,213 7.750% Senior Notes due January 2024 397,025 397,025 7.950% Senior Notes due April 2025 450,000 450,000 7.875% Senior Notes due February 2026 750,000 750,000 6.200% Senior Notes due August 2040 393,597 393,597 6.050% Senior Notes due March 2041 395,000 395,000 5.250% Senior Notes due March 2042 483,619 483,619 8.950% Senior Notes due April 2045 400,000 400,000 2017 Credit Facility 545,000 545,000 Litigation 97,000 12,000 Accrued and unpaid interest 110,301 110,301 Accounts payable and other liabilities 44,097 43,393 Lease liabilities 22,105 22,105 Total consolidated liabilities subject to compromise $ 4,251,429 $ 4,165,725 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share for Noble-UK | The following table presents the computation of basic and diluted loss per share for Noble-UK: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Basic Net loss from continuing operations $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (663,899 ) Net loss from discontinued operations, net of tax — — — (3,821 ) Net loss attributable to Noble Corporation plc $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (667,720 ) Diluted Net loss from continuing operations $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (663,899 ) Net loss from discontinued operations, net of tax — — — (3,821 ) Net loss attributable to Noble Corporation plc $ (50,868 ) $ (444,871 ) $ (1,155,739 ) $ (667,720 ) Denominator: Weighted average shares outstanding - basic 251,058 249,181 250,696 248,865 Weighted average shares outstanding - diluted 251,058 249,181 250,696 248,865 Loss per share Basic: Loss from continuing operations $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.66 ) Loss from discontinued operations — — — (0.02 ) Net loss attributable to Noble Corporation plc $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.68 ) Diluted: Loss from continuing operations $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.66 ) Loss from discontinued operations — — — (0.02 ) Net loss attributable to Noble Corporation plc $ (0.20 ) $ (1.79 ) $ (4.61 ) $ (2.68 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, at Cost | Property and equipment, at cost consisted of the following: September 30, 2020 December 31, 2019 Drilling equipment and facilities $ 8,465,303 $ 10,014,314 Construction in progress 81,186 88,904 Other 202,766 203,407 Property and equipment, at cost $ 8,749,255 $ 10,306,625 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Fair Value, by Balance Sheet Grouping | The following table presents the carrying value, net of unamortized debt issuance costs and discounts, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: September 30, 2020 (1) December 31, 2019 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior unsecured notes: 4.90% Senior Notes due August 2020 $ 62,535 $ 1,322 $ 62,505 $ 60,660 4.625% Senior Notes due March 2021 79,937 1,623 79,854 64,262 3.95% Senior Notes due March 2022 21,213 185 21,181 12,170 7.75% Senior Notes due January 2024 397,025 3,807 389,800 211,035 7.95% Senior Notes due April 2025 450,000 4,550 446,962 228,515 7.875% Senior Notes due February 2026 750,000 184,133 739,371 546,353 6.20% Senior Notes due August 2040 393,597 5,349 390,526 149,134 6.05% Senior Notes due March 2041 395,000 4,290 389,809 142,646 5.25% Senior Notes due March 2042 483,619 5,238 478,122 176,265 8.95% Senior Notes due April 2045 400,000 4,092 390,763 164,664 Seller loans: Seller-financed secured loan due September 2022 — — 62,453 36,968 Seller-financed secured loan due February 2023 — — 55,658 31,175 Credit facility: 2017 Credit Facility matures January 2023 545,000 545,000 335,000 335,000 Total debt 3,977,926 759,589 3,842,004 2,158,847 Less: Current maturities of long-term debt — — (62,505 ) (60,660 ) Long-term debt (2) $ — $ — $ 3,779,499 $ 2,098,187 (1) Includes write-off of applicable deferred financing cost and discounts of $45.5 million . See “ Note 2— Chapter 11 Proceedings ” for additional information. (2) All of our long-term debt as of September 30, 2020 has been presented as “Liabilities subject to compromise”. See “ Note 2— Chapter 11 Proceedings ” for additional information. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Balances for Components of AOCI | The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the three and nine months ended September 30, 2020 and 2019 . All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at December 31, 2018 $ (39,058 ) $ (18,014 ) $ (57,072 ) Activity during period: Other comprehensive income (loss) before reclassifications — 508 508 Amounts reclassified from AOCI 550 — 550 Net other comprehensive income 550 508 1,058 Balance at March 31, 2019 $ (38,508 ) $ (17,506 ) $ (56,014 ) Activity during period: Other comprehensive income (loss) before reclassifications — (406 ) (406 ) Amounts reclassified from AOCI 549 — 549 Net other comprehensive income (loss) 549 (406 ) 143 Balance at June 30, 2019 $ (37,959 ) $ (17,912 ) $ (55,871 ) Activity during period: Other comprehensive income (loss) before reclassifications — (1,054 ) (1,054 ) Amounts reclassified from AOCI 549 — 549 Net other comprehensive income 549 (1,054 ) (505 ) Balance at September 30, 2019 $ (37,410 ) $ (18,966 ) $ (56,376 ) Balance at December 31, 2019 $ (40,635 ) $ (17,754 ) $ (58,389 ) Activity during period: Other comprehensive income (loss) before reclassifications — (2,136 ) (2,136 ) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (2,136 ) (1,568 ) Balance at March 31, 2020 $ (40,067 ) $ (19,890 ) $ (59,957 ) Activity during period: Other comprehensive income (loss) before reclassifications — (539 ) (539 ) Amounts reclassified from AOCI 568 — 568 Net other comprehensive income (loss) 568 (539 ) 29 Balance at June 30, 2020 $ (39,499 ) $ (20,429 ) $ (59,928 ) Activity during period: Other comprehensive income (loss) before reclassifications — 863 863 Amounts reclassified from AOCI 569 — 569 Net other comprehensive income (loss) 569 863 1,432 Balance at September 30, 2020 $ (38,930 ) $ (19,566 ) $ (58,496 ) (1) Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “ Note 12— Employee Benefit Plans ” for additional information. |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: September 30, 2020 December 31, 2019 Current contract assets $ 10,791 $ 21,292 Noncurrent contract assets 4,638 9,508 Total contract assets 15,429 30,800 Current contract liabilities (deferred revenue) (36,045 ) (34,196 ) Noncurrent contract liabilities (deferred revenue) (24,002 ) (30,859 ) Total contract liabilities $ (60,047 ) $ (65,055 ) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2020 and 2019 are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2018 $ 47,664 $ (80,753 ) Amortization of deferred costs (22,985 ) — Additions to deferred costs 16,984 — Amortization of deferred revenue — 38,255 Additions to deferred revenue — (28,521 ) Total (6,001 ) 9,734 Net balance at September 30, 2019 $ 41,663 $ (71,019 ) Net balance at December 31, 2019 $ 30,800 $ (65,055 ) Amortization of deferred costs (22,736 ) — Additions to deferred costs 7,365 — Amortization of deferred revenue — 46,523 Additions to deferred revenue — (41,515 ) Total (15,371 ) 5,008 Net balance at September 30, 2020 $ 15,429 $ (60,047 ) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table reflects revenue expected to be recognized in the future related to unsatisfied performance obligations, by rig type, as of September 30, 2020 : For the Years Ended December 31, 2020 (1) 2021 2022 2023 2024 and beyond Total Floaters $ 6,773 $ 23,248 $ 10,161 $ 5,866 $ 375 $ 46,423 Jackups 4,657 7,227 1,740 — — 13,624 Total $ 11,430 $ 30,475 $ 11,901 $ 5,866 $ 375 $ 60,047 (1) Represents a three-month period beginning October 1, 2020 |
Disaggregation of Revenue by Rig Types | The following table provides information about contract drilling revenue by rig types: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Floaters $ 127,286 $ 131,039 $ 367,304 $ 428,272 Jackups 99,764 128,389 347,251 376,474 Total $ 227,050 $ 259,428 $ 714,555 $ 804,746 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs | Pension costs include the following components for the three and nine months ended September 30, 2020 and 2019 : Three Months Ended September 30, 2020 2019 Non-US US Non-US US Interest cost $ 450 $ 1,892 $ 418 $ 2,178 Return on plan assets (517 ) (2,919 ) (595 ) (2,578 ) Recognized net actuarial loss 3 716 2 693 Net pension benefit cost (gain) $ (64 ) $ (311 ) $ (175 ) $ 293 Nine Months Ended September 30, 2020 2019 Non-US US Non-US US Interest cost $ 1,313 $ 5,676 $ 1,294 $ 6,534 Return on plan assets (1,510 ) (8,757 ) (1,843 ) (7,735 ) Recognized net actuarial loss 7 2,149 7 2,078 Net pension benefit cost (gain) $ (190 ) $ (932 ) $ (542 ) $ 877 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis: September 30, 2020 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets - Marketable securities $ 11,247 $ 11,247 $ — $ — December 31, 2019 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets - Marketable securities $ 10,433 $ 10,433 $ — $ — |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Financial Information [Abstract] | |
Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities | The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble-UK Noble-Cayman Nine Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Accounts receivable $ 31,230 $ (5,113 ) $ 299 (1) $ (5,113 ) Other current assets (4,950 ) 365 8,124 (322 ) Other assets 1,483 9,037 2,750 11,033 Accounts payable (1,485 ) 366 (14,564 ) 56 Other current liabilities 9,033 (47,919 ) 9,002 (47,777 ) Other liabilities (7,869 ) (14,650 ) (7,869 ) (14,650 ) Total net change in assets and liabilities $ 27,442 $ (57,914 ) $ (2,258 ) $ (56,773 ) (1) Includes an increase of $30.9 million related to the change in Accounts receivable from affiliates for the nine months ended September 30, 2020 . |
Condensed Combined Debtor-In-_2
Condensed Combined Debtor-In-Possession Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Combined Debtors Balance Sheet | CONDENSED COMBINED DEBTORS’ BALANCE SHEET (In thousands) (Unaudited) September 30, 2020 ASSETS Current assets Cash and cash equivalents $ 282,888 Accounts receivable 128,535 Receivables from non-debtor affiliates 2,795,335 Taxes receivable 35,666 Prepaid expenses and other current assets 56,006 Short-term notes receivable from non-debtor affiliates 365,112 Total current assets 3,663,542 Property and equipment, at cost 8,702,682 Accumulated depreciation (2,302,220 ) Property and equipment, net 6,400,462 Investment in non-debtor affiliates 19,348,249 Receivables from non-debtor affiliates 541,335 Other assets 45,794 Total assets $ 29,999,382 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 59,249 Accounts payable to non-debtor affiliates 18,751 Accrued payroll and related costs 31,921 Taxes payable 25,849 Other current liabilities 32,583 Total current liabilities 168,353 Deferred income taxes 42,582 Other liabilities 98,890 Liabilities subject to compromise, inclusive of payables to non-debtor affiliates of $6,216,600 10,468,029 Total liabilities 10,777,854 Total debtors ’ equity 19,221,528 Total liabilities and debtors’ equity $ 29,999,382 |
Condensed Combined Debtors' Statements of Operations | CONDENSED COMBINED DEBTORS’ STATEMENTS OF OPERATIONS (In thousands) (Unaudited) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Operating revenues Contract drilling services $ 183,265 $ 557,171 Reimbursables and other 12,609 39,466 Non-debtor affiliates 25,650 81,625 221,524 678,262 Operating costs and expenses Contract drilling services 120,202 372,630 Reimbursables 11,468 35,438 Depreciation and amortization 90,208 282,598 General and administrative 15,468 105,978 Pre-petition charges 3,894 14,409 Loss on impairment — 1,119,517 241,240 1,930,570 Operating loss (19,716 ) (1,252,308 ) Other income (expense) Interest expense, net of amounts capitalized (23,355 ) (164,421 ) Interest expense from non-debtor affiliates (4,627 ) (33,421 ) Gain on extinguishment of debt, net 17,847 17,254 Interest income and other, net 7,300 8,559 Interest income from non-debtor affiliates 8,633 22,919 Reorganization items, net (9,014 ) (9,014 ) Loss from continuing operations before income taxes (22,932 ) (1,410,432 ) Income tax benefit (provision) (25,395 ) 225,136 Net loss $ (48,327 ) $ (1,185,296 ) |
Condensed Combined Debtors' Statements of Cash Flows | CONDENSED COMBINED DEBTORS’ STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 Cash flows from operating activities Net loss $ (1,185,296 ) Adjustments to reconcile net loss to net cash flow from operating activities: Depreciation and amortization 282,598 Loss on impairment 1,119,517 Reorganization items, net (11,531 ) Gain on extinguishment of debt, net (17,254 ) Deferred income taxes 6,737 Amortization of share-based compensation 7,352 Other costs, net (33,290 ) Changes in components of working capital: Change in taxes receivable 28,130 Net changes in other operating assets and liabilities 24,320 Net changes in other operating assets and liabilities with non-debtor affiliates (36,386 ) Net cash provided by operating activities 184,897 Cash flows from investing activities Capital expenditures (111,601 ) Proceeds from disposal of assets, net 1,191 Net cash used in investing activities (110,410 ) Cash flows from financing activities Borrowings on credit facilities 210,000 Repayments of senior notes (101,132 ) Cash paid to settle equity awards (1,010 ) Other financing activities with non-debtor affiliates 41,037 Taxes withheld on employee stock transactions (417 ) Net cash provided by financing activities 148,478 Net increase in cash, cash equivalents and restricted cash 222,965 Cash, cash equivalents and restricted cash, beginning of period 73,682 Cash, cash equivalents and restricted cash, end of period $ 296,647 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) $ in Millions | Sep. 24, 2020subsidiary | Sep. 30, 2020USD ($)vesselsegment |
Debt Instrument [Line Items] | ||
Number of drilling rigs (vessel) | 24 | |
Number of floaters (vessel) | 12 | |
Number of reportable segments | segment | 1 | |
Number of additional subsidiaries filed bankruptcy | subsidiary | 6 | |
Number of jackups (vessel) | 12 | |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ | $ 3,400 | |
Senior Notes | The 2026 Notes | ||
Debt Instrument [Line Items] | ||
Lenders' ownership of aggregate outstanding principle amount, percentage | 70.00% | |
Senior Notes | Legacy Notes | ||
Debt Instrument [Line Items] | ||
Lenders' ownership of aggregate outstanding principle amount, percentage | 45.00% | |
Line of credit | The 2017 Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowings outstanding | $ | $ 545 |
Chapter 11 Proceedings Addition
Chapter 11 Proceedings Additional Information (Details) | Oct. 12, 2020USD ($) | Oct. 08, 2020USD ($)installment | Sep. 30, 2020USD ($) | Nov. 02, 2020USD ($)claim | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||
Contractual interest expense on prepetition liabilities not recognized | $ 45,100,000 | ||||
Senior Notes | The 2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Lenders' ownership of aggregate outstanding principle amount, percentage | 70.00% | ||||
Senior Notes | Legacy Notes | |||||
Debt Instrument [Line Items] | |||||
Lenders' ownership of aggregate outstanding principle amount, percentage | 45.00% | ||||
Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, backstop premium as percentage of Guaranteed Notes allocation | 8.00% | ||||
Plan of reorganization, backstop premium as percentage of Legacy Notes allocation | 8.00% | ||||
Plan of reorganization, backstop premium as percentage of New Shares | 2.40% | ||||
Plan of reorganization, backstop premium term, termination payment obligated to pay | $ 10,000,000 | ||||
Plan of reorganization, percentage of Reorganized Parent stock reserved for Management Incentive Plan | 10.00% | ||||
Bankruptcy claims, number claims filed | claim | 1,100 | ||||
Bankruptcy claims, amount of claims filed | $ 23,000,000,000 | ||||
Subsequent Event | Line of credit | Exit Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debtor-in-possession financing, amount arranged | $ 675,000,000 | ||||
Debtor-in-possession financing, term | 5 years | ||||
Subsequent Event | Line of credit | Exit Revolving Credit Facility | LIBOR | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debtor-in-possession financing, basis spread on variable rate | 4.75% | ||||
Debtor-in-possession financing, floor rate | 0.00% | ||||
Subsequent Event | Line of credit | Exit Revolving Credit Facility | Maximum | LIBOR | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debtor-in-possession financing, basis spread on variable rate | 5.25% | ||||
Subsequent Event | Secured loan | Exit Second Lien Notes | |||||
Debt Instrument [Line Items] | |||||
Debtor-in-possession financing, amount arranged | $ 200,000,000 | ||||
Debtor-in-possession financing, percentage offered to holders of Guaranteed Notes | 58.00% | ||||
Debtor-in-possession financing, percentage offered to holders of Legacy Notes | 42.00% | ||||
Debtor-in-possession financing, amount of Notes to be purchased | $ 6,000,000 | ||||
Debtor-in-possession financing, percentage of Ad Hoc Guaranteed Group Holdback Notes to be purchased | 37.50% | ||||
Debtor-in-possession financing, percentage of New Shares offered to holders of Guaranteed Notes | 17.40% | ||||
Debtor-in-possession financing, percentage of New Shares offered to holders of Legacy Notes | 12.60% | ||||
General Unsecured Claims against Debtor Group, Class 7A | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, terms of plan, cash payable, number of installment payments | installment | 3 | ||||
General Unsecured Claims against Debtor Group, Class 7B | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, percentage of ordinary shares issued by Reorganized Parent | 63.50% | ||||
General Unsecured Claims against Debtor Group, Class 7C | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, percentage of ordinary shares issued by Reorganized Parent | 4.10% | ||||
General Unsecured Claims, Class 7D | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, terms of plan, cash payable, number of installment payments | installment | 3 | ||||
General Unsecured Claims, Class 7F | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, terms of plan, cash payable, number of installment payments | installment | 3 | ||||
Plan of reorganization, terms of plan, cash received, multiplier | 16.00% | ||||
Tranche 1 Warrants | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, warrants term | 7 years | ||||
Plan of reorganization, warrants term, percentage of fully diluted Reorganized Parent stock | 12.50% | ||||
Tranche 2 Warrants | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, warrants term | 7 years | ||||
Plan of reorganization, warrants term, percentage of fully diluted Reorganized Parent stock | 12.50% | ||||
Plan of reorganization, warrants term, percentage of price would result in full payment | 120.00% | ||||
Tranche 3 Warrants | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Plan of reorganization, warrants term | 5 years | ||||
Plan of reorganization, warrants term, percentage of fully diluted Reorganized Parent stock | 4.00% |
Chapter 11 Proceedings Componen
Chapter 11 Proceedings Components of Reorganization Items, Net (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Total Reorganization items, net | $ 9,014,000 | $ 0 | $ 9,014,000 | $ 0 |
Noble-UK | ||||
Debt Instrument [Line Items] | ||||
Professional fees | 20,545,000 | |||
Write-off of debt financing costs and discount | 45,469,000 | |||
Adjustments for estimated litigation claims | (57,000,000) | |||
Total Reorganization items, net | 9,014,000 | |||
Payments related to professional fees | 7,800,000 | |||
Noble-Cayman | ||||
Debt Instrument [Line Items] | ||||
Professional fees | 5,000 | |||
Write-off of debt financing costs and discount | 45,469,000 | |||
Adjustments for estimated litigation claims | 4,500,000 | |||
Total Reorganization items, net | 49,974,000 | |||
Payments related to professional fees | $ 0 |
Chapter 11 Proceedings Compon_2
Chapter 11 Proceedings Components of Liabilities Subject to Compromise (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total consolidated liabilities subject to compromise | $ 4,251,429 | $ 0 |
4.900% Senior Notes due August 2020 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.90% | |
4.625% Senior Notes due March 2021 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.625% | |
3.950% Senior Notes due March 2022 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 3.95% | |
7.750% Senior Notes due January 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 7.75% | |
7.950% Senior Notes due April 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 7.95% | |
7.875% Senior Notes due February 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 7.875% | |
6.200% Senior Notes due August 2040 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 6.20% | |
6.050% Senior Notes due March 2041 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 6.05% | |
5.250% Senior Notes due March 2042 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.25% | |
8.950% Senior Notes due April 2045 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 8.95% | |
Noble-UK | ||
Debt Instrument [Line Items] | ||
Litigation | $ 97,000 | |
Accrued and unpaid interest | 110,301 | |
Accounts payable and other liabilities | 44,097 | |
Lease liabilities | 22,105 | |
Total consolidated liabilities subject to compromise | 4,251,429 | |
Noble-UK | Line of credit | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 545,000 | |
Noble-UK | 4.900% Senior Notes due August 2020 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 62,535 | |
Noble-UK | 4.625% Senior Notes due March 2021 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 79,937 | |
Noble-UK | 3.950% Senior Notes due March 2022 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 21,213 | |
Noble-UK | 7.750% Senior Notes due January 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 397,025 | |
Noble-UK | 7.950% Senior Notes due April 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 450,000 | |
Noble-UK | 7.875% Senior Notes due February 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 750,000 | |
Noble-UK | 6.200% Senior Notes due August 2040 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 393,597 | |
Noble-UK | 6.050% Senior Notes due March 2041 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 395,000 | |
Noble-UK | 5.250% Senior Notes due March 2042 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 483,619 | |
Noble-UK | 8.950% Senior Notes due April 2045 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 400,000 | |
Noble-Cayman | ||
Debt Instrument [Line Items] | ||
Litigation | 12,000 | |
Accrued and unpaid interest | 110,301 | |
Accounts payable and other liabilities | 43,393 | |
Lease liabilities | 22,105 | |
Total consolidated liabilities subject to compromise | 4,165,725 | |
Noble-Cayman | Line of credit | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 545,000 | |
Noble-Cayman | 4.900% Senior Notes due August 2020 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 62,535 | |
Noble-Cayman | 4.625% Senior Notes due March 2021 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 79,937 | |
Noble-Cayman | 3.950% Senior Notes due March 2022 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 21,213 | |
Noble-Cayman | 7.750% Senior Notes due January 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 397,025 | |
Noble-Cayman | 7.950% Senior Notes due April 2025 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 450,000 | |
Noble-Cayman | 7.875% Senior Notes due February 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 750,000 | |
Noble-Cayman | 6.200% Senior Notes due August 2040 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 393,597 | |
Noble-Cayman | 6.050% Senior Notes due March 2041 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 395,000 | |
Noble-Cayman | 5.250% Senior Notes due March 2042 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | 483,619 | |
Noble-Cayman | 8.950% Senior Notes due April 2045 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt subject to compromise | $ 400,000 |
Consolidated Joint Ventures (De
Consolidated Joint Ventures (Details) - USD ($) $ in Millions | Dec. 03, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Schedule Of Equity Method Investments [Line Items] | |||
Percentage attributable to noncontrolling interests | 50.00% | 50.00% | |
Bully Joint Venture | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity interest | 50.00% | ||
Payments to acquire interest | $ 106.7 | ||
Dividends approved | $ 25 | $ 35.1 | |
Subsidiary of Shell | |||
Schedule Of Equity Method Investments [Line Items] | |||
Proceeds from contract termination | $ 166.9 |
Income (Loss) Per Share Computa
Income (Loss) Per Share Computation of Basic and Diluted Earnings Per Share for Noble-UK (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Basic | ||||
Net loss from continuing operations | $ (50,868) | $ (444,871) | $ (1,155,739) | $ (663,899) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821) |
Net loss attributable to Noble Corporation plc | (50,868) | (444,871) | (1,155,739) | (667,720) |
Diluted | ||||
Net loss from continuing operations | (50,868) | (444,871) | (1,155,739) | (663,899) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821) |
Net loss attributable to Noble Corporation plc | $ (50,868) | $ (444,871) | $ (1,155,739) | $ (667,720) |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 251,058 | 249,181 | 250,696 | 248,865 |
Weighted average shares outstanding - diluted (in shares) | 251,058 | 249,181 | 250,696 | 248,865 |
Basic: | ||||
Loss from continuing operations (in usd per share) | $ (0.20) | $ (1.79) | $ (4.61) | $ (2.66) |
Loss from discontinued operations (in usd per share) | 0 | 0 | 0 | (0.02) |
Net loss attributable to Noble Corporation plc (in usd per share) | (0.20) | (1.79) | (4.61) | (2.68) |
Diluted: | ||||
Loss from continuing operations (in usd per share) | (0.20) | (1.79) | (4.61) | (2.66) |
Loss from discontinued operations (in usd per share) | 0 | 0 | 0 | (0.02) |
Net loss attributable to Noble Corporation plc (in usd per share) | $ (0.20) | $ (1.79) | $ (4.61) | $ (2.68) |
Income (Loss) Per Share Additio
Income (Loss) Per Share Additional Information (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding and trading (in shares) | 251,062,000 | 251,062,000 | 249,200,000 | ||
Additional shares authorized for issuance (in shares) | 8,700,000 | ||||
Current nominal value per share (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of shares allotted (in shares) | 0 | ||||
Number of shares repurchased (in shares) | 0 | 0 | |||
Noble-UK | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares outstanding and trading (in shares) | 251,100,000 | 251,100,000 | 249,200,000 | ||
Equity option | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Shares excluded from the diluted net income per share (in shares) | 6,400,000 | 12,000,000 | 6,400,000 | 12,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Feb. 28, 2019 | Feb. 28, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost | $ 8,749,255,000 | $ 8,749,255,000 | $ 10,306,625,000 | ||||
Loss on impairment | 0 | $ 595,510,000 | 1,119,517,000 | $ 595,510,000 | |||
2019 Seller Loan | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Financed value | $ 53,600,000 | $ 53,600,000 | |||||
Other | 2019 Seller Loan | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Cash paid to acquire asset | 30,200,000 | ||||||
Drilling equipment and facilities | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost | 8,465,303,000 | 8,465,303,000 | 10,014,314,000 | ||||
Construction in progress | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost | 81,186,000 | 81,186,000 | 88,904,000 | ||||
Other | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, at cost | $ 202,766,000 | $ 202,766,000 | $ 203,407,000 | ||||
Noble Joe Knight | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price of asset acquired | $ 83,800,000 | $ 83,800,000 |
Debt Additional Information (De
Debt Additional Information (Details) - USD ($) | Apr. 20, 2020 | Dec. 20, 2019 | Feb. 28, 2019 | Apr. 30, 2020 | Mar. 31, 2019 | Feb. 28, 2019 | Sep. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 31, 2018 |
Debt Instrument [Line Items] | |||||||||||||
Borrowings on credit facilities | $ 210,000,000 | $ 455,000,000 | |||||||||||
Term of debt instrument | 4 years | ||||||||||||
Repayments of debt | 101,132,000 | 400,000,000 | |||||||||||
Gain (loss) on extinguishment of debt, net | $ 17,847,000 | $ (650,000) | 17,254,000 | 30,616,000 | |||||||||
Noble Joe Knight | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Purchase price of asset acquired | $ 83,800,000 | $ 83,800,000 | |||||||||||
Noble Johnny Whitstine | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Purchase price of asset acquired | $ 93,800,000 | ||||||||||||
2017 Credit Facility matures January 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity under credit facilities | 1,300,000,000 | $ 1,500,000,000 | 1,300,000,000 | $ 1,500,000,000 | |||||||||
2019 Seller Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Financed value | $ 53,600,000 | $ 53,600,000 | |||||||||||
Term of debt instrument | 4 years | ||||||||||||
2019 Seller Loan | Due at End of Third-Year | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term of debt instrument | 4 years | ||||||||||||
Percentage of principal payment due at end of term | 5.00% | 5.00% | |||||||||||
2019 Seller Loan | Due at End of Four-Year Term | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal payment due at end of term | 95.00% | 95.00% | |||||||||||
2018 Seller Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Financed value | $ 60,000,000 | ||||||||||||
2018 Seller Loan | Due at End of Third-Year | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal payment due at end of term | 5.00% | ||||||||||||
2018 Seller Loan | Due at End of Four-Year Term | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal payment due at end of term | 95.00% | ||||||||||||
Line of credit | 2017 Credit Facility matures January 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Net loss due to reduction of aggregate principal amount | $ 700,000 | ||||||||||||
Borrowings on credit facilities | $ 100,000,000 | ||||||||||||
Borrowings outstanding or letters of credit issued | 545,000,000 | 545,000,000 | |||||||||||
Secured loan | 2019 Seller Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 4.25% | 4.25% | |||||||||||
Interest rate paid-in-kind | 1.25% | 1.25% | |||||||||||
Interest rate on first year | 8.91% | 8.91% | |||||||||||
Repayments of debt | $ 48,100,000 | ||||||||||||
Secured loan | 2018 Seller Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term of debt instrument | 4 years | ||||||||||||
Interest rate | 4.25% | ||||||||||||
Interest rate paid-in-kind | 1.25% | ||||||||||||
Interest rate on first year | 8.91% | ||||||||||||
Repayments of debt | $ 53,600,000 | ||||||||||||
Secured loan | Seller loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage of principal payment due at end of term | 85.00% | ||||||||||||
Debt to total capitalization ratio requirement | 0.55 | ||||||||||||
Covenant, minimum liquidity | $ 300,000,000 | ||||||||||||
Gain (loss) on extinguishment of debt, net | 17,800,000 | 17,200,000 | |||||||||||
Senior unsecured notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt | 3,400,000,000 | 3,400,000,000 | |||||||||||
Gain (loss) on extinguishment of debt, net | $ 31,300,000 | ||||||||||||
Purchase of senior notes | 440,900,000 | ||||||||||||
Repurchase amount | $ 400,000,000 | ||||||||||||
Letters of credit | Line of credit | 2017 Credit Facility matures January 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Current borrowing capacity | 15,000,000 | 15,000,000 | |||||||||||
Long-term debt | 545,000,000 | 545,000,000 | |||||||||||
Borrowings outstanding or letters of credit issued | 8,800,000 | 8,800,000 | |||||||||||
Credit facility | 2015 Credit Facility matures January 2020 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity under credit facilities | $ 300,000,000 | ||||||||||||
Extinguished aggregate principal amount | $ 300,000,000 | ||||||||||||
Credit facility | Line of credit | 2017 Credit Facility matures January 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit facility, ability to increase (up to) | 500,000,000 | $ 500,000,000 | |||||||||||
Credit facility | Line of credit | 2017 Credit Facility matures January 2023 | LIBOR | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt, basis spread on variable rate | 4.25% | ||||||||||||
Letters of credit and surety bonds | Line of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowings outstanding or letters of credit issued | $ 5,800,000 | $ 5,800,000 |
Debt Estimated Fair Value of Lo
Debt Estimated Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Less: Current maturities of long-term debt | $ 0 | $ (62,505) |
Long-term debt | 0 | 3,779,499 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,977,926 | 3,842,004 |
Less: Current maturities of long-term debt | 0 | (62,505) |
Long-term debt | 0 | 3,779,499 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 759,589 | 2,158,847 |
Less: Current maturities of long-term debt | 0 | (60,660) |
Long-term debt | 0 | 2,098,187 |
Senior unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,400,000 | |
Senior unsecured notes | 4.90% Senior Notes due August 2020 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 62,535 | 62,505 |
Senior unsecured notes | 4.90% Senior Notes due August 2020 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,322 | 60,660 |
Senior unsecured notes | 4.625% Senior Notes due March 2021 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 79,937 | 79,854 |
Senior unsecured notes | 4.625% Senior Notes due March 2021 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,623 | 64,262 |
Senior unsecured notes | 3.95% Senior Notes due March 2022 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 21,213 | 21,181 |
Senior unsecured notes | 3.95% Senior Notes due March 2022 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 185 | 12,170 |
Senior unsecured notes | 7.75% Senior Notes due January 2024 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 397,025 | 389,800 |
Senior unsecured notes | 7.75% Senior Notes due January 2024 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,807 | 211,035 |
Senior unsecured notes | 7.95% Senior Notes due April 2025 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 450,000 | 446,962 |
Senior unsecured notes | 7.95% Senior Notes due April 2025 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,550 | 228,515 |
Senior unsecured notes | 7.875% Senior Notes due February 2026 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 750,000 | 739,371 |
Senior unsecured notes | 7.875% Senior Notes due February 2026 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 184,133 | 546,353 |
Senior unsecured notes | 6.20% Senior Notes due August 2040 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 393,597 | 390,526 |
Senior unsecured notes | 6.20% Senior Notes due August 2040 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,349 | 149,134 |
Senior unsecured notes | 6.05% Senior Notes due March 2041 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 395,000 | 389,809 |
Senior unsecured notes | 6.05% Senior Notes due March 2041 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,290 | 142,646 |
Senior unsecured notes | 5.25% Senior Notes due March 2042 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 483,619 | 478,122 |
Senior unsecured notes | 5.25% Senior Notes due March 2042 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 5,238 | 176,265 |
Senior unsecured notes | 8.95% Senior Notes due April 2045 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 400,000 | 390,763 |
Senior unsecured notes | 8.95% Senior Notes due April 2045 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,092 | 164,664 |
Seller loans | Seller-financed secured loan due September 2022 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 62,453 |
Seller loans | Seller-financed secured loan due September 2022 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 36,968 |
Seller loans | Seller-financed secured loan due February 2023 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 55,658 |
Seller loans | Seller-financed secured loan due February 2023 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 31,175 |
Line of credit | 2017 Credit Facility matures January 2023 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 545,000 | 335,000 |
Line of credit | 2017 Credit Facility matures January 2023 | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Long-term debt | 545,000 | $ 335,000 |
Noble-UK | ||
Debt Instrument [Line Items] | ||
Write-off of debt financing costs and discount | $ 45,469 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning Balance | $ 2,556,970 | $ 3,658,972 | $ 4,427,749 | $ 4,654,574 | $ 3,658,972 | $ 4,654,574 | ||
Other comprehensive income (loss) before reclassifications | 863 | $ (539) | (2,136) | (1,054) | $ (406) | 508 | ||
Amounts reclassified from AOCI | 569 | 568 | 568 | 549 | 549 | 550 | ||
Other comprehensive income (loss), net | 1,432 | 29 | (1,568) | (505) | 143 | 1,058 | (107) | 696 |
Ending Balance | 2,509,034 | 2,556,970 | 3,715,214 | 4,427,749 | 2,509,034 | 3,715,214 | ||
Defined Benefit Pension Items | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning Balance | (39,499) | (40,067) | (40,635) | (37,959) | (38,508) | (39,058) | (40,635) | (39,058) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 | 0 | 0 | ||
Amounts reclassified from AOCI | 569 | 568 | 568 | 549 | 549 | 550 | ||
Other comprehensive income (loss), net | 569 | 568 | 568 | 549 | 549 | 550 | ||
Ending Balance | (38,930) | (39,499) | (40,067) | (37,410) | (37,959) | (38,508) | (38,930) | (37,410) |
Foreign Currency Items | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning Balance | (20,429) | (19,890) | (17,754) | (17,912) | (17,506) | (18,014) | (17,754) | (18,014) |
Other comprehensive income (loss) before reclassifications | 863 | (539) | (2,136) | (1,054) | (406) | 508 | ||
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net | 863 | (539) | (2,136) | (1,054) | (406) | 508 | ||
Ending Balance | (19,566) | (20,429) | (19,890) | (18,966) | (17,912) | (17,506) | (19,566) | (18,966) |
Total | ||||||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning Balance | (59,928) | (59,957) | (58,389) | (55,871) | (56,014) | (57,072) | (58,389) | (57,072) |
Other comprehensive income (loss), net | 1,432 | (505) | (107) | 696 | ||||
Ending Balance | $ (58,496) | $ (59,928) | $ (59,957) | $ (56,376) | $ (55,871) | $ (56,014) | $ (58,496) | $ (56,376) |
Revenue and Customers Additiona
Revenue and Customers Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Payment term | 30 days |
Revenue and Customers Receivabl
Revenue and Customers Receivables, Contract Assets, and Contract Liabilities with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Current contract assets | $ 10,791 | $ 21,292 | ||
Noncurrent contract assets | 4,638 | 9,508 | ||
Total contract assets | 15,429 | 30,800 | $ 41,663 | $ 47,664 |
Current contract liabilities (deferred revenue) | (36,045) | (34,196) | ||
Noncurrent contract liabilities (deferred revenue) | (24,002) | (30,859) | ||
Total contract liabilities | $ (60,047) | $ (65,055) | $ (71,019) | $ (80,753) |
Revenue and Customers Significa
Revenue and Customers Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Change In Contract With Customer, Asset And Liability [Roll Forward] | ||
Contract assets, beginning balance | $ 30,800 | $ 47,664 |
Contract liabilities, beginning balance | (65,055) | (80,753) |
Amortization of deferred costs | (22,736) | (22,985) |
Additions to deferred costs | 7,365 | 16,984 |
Amortization of deferred revenue | 46,523 | 38,255 |
Additions to deferred revenue | (41,515) | (28,521) |
Total | (15,371) | (6,001) |
Total | 5,008 | 9,734 |
Contract assets, ending balance | 15,429 | 41,663 |
Contract liabilities, ending balance | $ (60,047) | $ (71,019) |
Revenue and Customers Remaining
Revenue and Customers Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 60,047 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 11,430 |
Performance obligation, expected timing of satisfaction | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 30,475 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 11,901 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 5,866 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 375 |
Performance obligation, expected timing of satisfaction | |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 46,423 |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 6,773 |
Performance obligation, expected timing of satisfaction | 3 months |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 23,248 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 10,161 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 5,866 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 375 |
Performance obligation, expected timing of satisfaction | |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 13,624 |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 4,657 |
Performance obligation, expected timing of satisfaction | 3 months |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 7,227 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,740 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction |
Revenue and Customers Performan
Revenue and Customers Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 60,047 |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | 46,423 |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 13,624 |
Revenue and Customers Disaggreg
Revenue and Customers Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 241,836 | $ 275,526 | $ 761,065 | $ 851,350 |
Contract drilling services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 227,050 | 259,428 | 714,555 | 804,746 |
Floaters | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 127,286 | 131,039 | 367,304 | 428,272 |
Jackups | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 99,764 | $ 128,389 | $ 347,251 | $ 376,474 |
Loss on Impairment (Details)
Loss on Impairment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 0 | $ 595,510,000 | $ 1,119,517,000 | $ 595,510,000 |
Capital Spare Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | 5,500,000 | |||
Noble Bully I, Noble Bully II, Noble Danny Adkins and Noble Jim Day | Drillships | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 1,100,000,000 | |||
Noble Bully II | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | 595,500,000 | |||
Nobal Bully II, Attributable To Former Joint Venture Partner | ||||
Property, Plant and Equipment [Line Items] | ||||
Loss on impairment | $ 265,000,000 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | Mar. 27, 2020USD ($) | Sep. 30, 2020USD ($)rig | Sep. 30, 2020USD ($)rig | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Income Tax Contingency [Line Items] | |||||
Reserves for uncertain tax positions net | $ 39,800 | $ 39,800 | $ 159,700 | ||
Related tax benefits | 400 | $ 400 | 400 | ||
Operational period | 12 months | ||||
Income tax benefit from CARES Act | $ 42,600 | ||||
Taxes receivable | 151,400 | 42,198 | $ 42,198 | $ 59,771 | |
Deferred income taxes | $ 107,600 | 6,825 | $ (13,688) | ||
Increase in non-cash deferred tax expense | $ 1,000 | ||||
Proceeds from income tax receivable | 134,000 | ||||
Proceeds from tax interest | 4,400 | ||||
Non-US reserve release following a statute expiration | 4,600 | ||||
Non-cash deferred tax benefit from impairment charges | $ 95,600 | ||||
Number of impaired rigs | rig | 2 | 2 | |||
Non-cash tax expense related to tax return provision-to-return adjustments | $ 21,200 | ||||
Non-cash tax expense related to tax impact from UK tax rate increases | 31,100 | ||||
Tax benefit from closure of tax examination | $ 33,700 | ||||
Non-US | |||||
Income Tax Contingency [Line Items] | |||||
Reserve from closure of tax examination | 5,700 | ||||
Reserve increase (decrease) | 22,200 | ||||
US | |||||
Income Tax Contingency [Line Items] | |||||
Tax benefit from closure of tax examination | 111,900 | ||||
Reserve increase (decrease) | $ 11,800 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions | $ 0 | $ 0 | $ 0 | $ 0 |
Service cost | 0 | 0 | 0 | 0 |
Non-US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 450,000 | 418,000 | 1,313,000 | 1,294,000 |
Return on plan assets | (517,000) | (595,000) | (1,510,000) | (1,843,000) |
Recognized net actuarial loss | 3,000 | 2,000 | 7,000 | 7,000 |
Net pension benefit cost (gain) | (64,000) | (175,000) | (190,000) | (542,000) |
US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 1,892,000 | 2,178,000 | 5,676,000 | 6,534,000 |
Return on plan assets | (2,919,000) | (2,578,000) | (8,757,000) | (7,735,000) |
Recognized net actuarial loss | 716,000 | 693,000 | 2,149,000 | 2,078,000 |
Net pension benefit cost (gain) | $ (311,000) | $ 293,000 | $ (932,000) | $ 877,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Marketable securities - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Marketable securities | $ 11,247 | $ 10,433 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Marketable securities | 0 | 0 |
Reported Value Measurement | ||
Assets | ||
Marketable securities | $ 11,247 | $ 10,433 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 15, 2017USD ($) | Jan. 31, 2017USD ($)rig | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 23, 2020USD ($) | Sep. 15, 2020installment |
Other Commitments [Line Items] | ||||||||
Aggregate amount of claims filed | $ 85,000,000 | |||||||
Payment made to the litigation trust | 10,000,000 | |||||||
Up-front payment required amount | 7,500,000 | |||||||
Settlement benchmark amount paid to litigation trust | 17,500,000 | |||||||
Damage claim limit amount calculation base | $ 200,000,000 | |||||||
Net loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ (3,821,000) | ||||
Years of effectiveness of employment agreements after the termination of employment | 3 years | |||||||
Mexico | Income and other business taxes | Foreign tax authority | ||||||||
Other Commitments [Line Items] | ||||||||
Income tax examination, estimate of possible loss | $ 64,800,000 | |||||||
Paragon Offshore | ||||||||
Other Commitments [Line Items] | ||||||||
Damages sought | $ 2,600,000,000 | |||||||
Transocean Ltd. | ||||||||
Other Commitments [Line Items] | ||||||||
Number of newbuild rigs allegedly violating patents | rig | 5 | |||||||
Damages sought | $ 10,000,000 | |||||||
License fees (percent) | 5.00% | |||||||
Litigation settlement, number of installment payments | installment | 3 | |||||||
Borrowings by Paragon Offshore | ||||||||
Other Commitments [Line Items] | ||||||||
Damages sought | $ 1,700,000,000 | |||||||
Borrowings by Paragon Offshore | Mexico | ||||||||
Other Commitments [Line Items] | ||||||||
Net loss from discontinued operations, net of tax | $ 3,800,000 | |||||||
Transfer of Intercompany Receivables and Notes from a Paragon Subsidiary to a Noble Subsidiary | ||||||||
Other Commitments [Line Items] | ||||||||
Damages sought | $ 935,000,000 |
Supplemental Financial Inform_3
Supplemental Financial Information Additional Information (Details) - USD ($) $ in Millions | Feb. 28, 2019 | Feb. 28, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Capital expenditures incurred but not yet paid | $ 26.4 | $ 36 | $ 34 | $ 52.1 | ||
2019 Seller Loan | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Financed value | $ 53.6 | $ 53.6 | ||||
Noble-UK | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Restricted cash | 13.8 | 1.3 | ||||
Noble-Cayman | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Restricted cash | $ 0.8 | $ 1.3 |
Supplemental Financial Inform_4
Supplemental Financial Information Effect of Changes in Other Assets and Liabilities on Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Capital [Line Items] | ||
Total net change in assets and liabilities | $ 27,442 | $ (57,914) |
Increase in accounts receivable from affiliates | 30,900 | |
Noble-UK | ||
Operating Capital [Line Items] | ||
Accounts receivable | 31,230 | (5,113) |
Other current assets | (4,950) | 365 |
Other assets | 1,483 | 9,037 |
Accounts payable | (1,485) | 366 |
Other current liabilities | 9,033 | (47,919) |
Other liabilities | (7,869) | (14,650) |
Total net change in assets and liabilities | 27,442 | (57,914) |
Noble-Cayman | ||
Operating Capital [Line Items] | ||
Accounts receivable | 299 | (5,113) |
Other current assets | 8,124 | (322) |
Other assets | 2,750 | 11,033 |
Accounts payable | (14,564) | 56 |
Other current liabilities | 9,002 | (47,777) |
Other liabilities | (7,869) | (14,650) |
Total net change in assets and liabilities | $ (2,258) | $ (56,773) |
Condensed Combined Debtor-In-_3
Condensed Combined Debtor-In-Possession Financial Information Condensed Combined Debtors' Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 27, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 325,097 | $ 104,621 | |
Accounts receivable | 167,435 | 198,665 | |
Taxes receivable | 42,198 | $ 151,400 | 59,771 |
Prepaid expenses and other current assets | 76,456 | 59,050 | |
Total current assets | 611,186 | 422,107 | |
Property and equipment, at cost | 8,749,255 | 10,306,625 | |
Accumulated depreciation | (2,317,869) | (2,572,701) | |
Property and equipment, net | 6,431,386 | 7,733,924 | |
Other assets | 70,095 | 128,467 | |
Total assets | 7,112,667 | 8,284,498 | |
Current liabilities | |||
Accounts payable | 81,119 | 108,208 | |
Accrued payroll and related costs | 38,495 | 56,056 | |
Taxes payable | 37,922 | 30,715 | |
Other current liabilities | 42,047 | 171,397 | |
Total current liabilities | 199,583 | 516,928 | |
Deferred income taxes | 43,147 | 68,201 | |
Other liabilities | 109,474 | 260,898 | |
Liabilities subject to compromise, inclusive of payables to non-debtor affiliates of $6,216,600 | 4,251,429 | 0 | |
Total liabilities | 4,603,633 | 4,625,526 | |
Total debtors’ equity | 2,509,034 | 3,658,972 | |
Total liabilities and equity | 7,112,667 | $ 8,284,498 | |
Parent Company and Subsidiaries, Debtor-in-possession | |||
Current assets | |||
Cash and cash equivalents | 282,888 | ||
Accounts receivable | 128,535 | ||
Receivables from non-debtor affiliates | 2,795,335 | ||
Taxes receivable | 35,666 | ||
Prepaid expenses and other current assets | 56,006 | ||
Short-term notes receivable from non-debtor affiliates | 365,112 | ||
Total current assets | 3,663,542 | ||
Property and equipment, at cost | 8,702,682 | ||
Accumulated depreciation | (2,302,220) | ||
Property and equipment, net | 6,400,462 | ||
Investment in non-debtor affiliates | 19,348,249 | ||
Receivables from non-debtor affiliates | 541,335 | ||
Other assets | 45,794 | ||
Total assets | 29,999,382 | ||
Current liabilities | |||
Accounts payable | 59,249 | ||
Accounts payable to non-debtor affiliates | 18,751 | ||
Accrued payroll and related costs | 31,921 | ||
Taxes payable | 25,849 | ||
Other current liabilities | 32,583 | ||
Total current liabilities | 168,353 | ||
Deferred income taxes | 42,582 | ||
Other liabilities | 98,890 | ||
Liabilities subject to compromise, inclusive of payables to non-debtor affiliates of $6,216,600 | 10,468,029 | ||
Total liabilities | 10,777,854 | ||
Total debtors’ equity | 19,221,528 | ||
Total liabilities and equity | 29,999,382 | ||
Liabilities subject to compromise, payables to non-debtor affiliates | $ 6,216,600 |
Condensed Combined Debtor-In-_4
Condensed Combined Debtor-In-Possession Financial Information Condensed Combined Debtors' Statements of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating revenues | ||||
Revenue from contract with customer | $ 241,836,000 | $ 275,526,000 | $ 761,065,000 | $ 851,350,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 90,606,000 | 112,755,000 | 283,652,000 | 333,481,000 |
General and administrative | 15,662,000 | 17,565,000 | 106,504,000 | 149,816,000 |
Pre-petition charges | 3,894,000 | 0 | 14,409,000 | 0 |
Loss on impairment | 0 | 595,510,000 | 1,119,517,000 | 595,510,000 |
Total operating costs and expenses | 260,711,000 | 915,538,000 | 2,007,948,000 | 1,633,884,000 |
Operating loss | (18,875,000) | (640,012,000) | (1,246,883,000) | (782,534,000) |
Other income (expense) | ||||
Interest expense, net of amounts capitalized | (23,427,000) | (68,991,000) | (164,586,000) | (208,211,000) |
Gain on extinguishment of debt, net | 17,847,000 | (650,000) | 17,254,000 | 30,616,000 |
Interest income and other, net | 7,872,000 | (144,000) | 8,546,000 | 4,222,000 |
Reorganization items, net | (9,014,000) | 0 | (9,014,000) | 0 |
Loss from continuing operations before income taxes | (25,597,000) | (709,797,000) | (1,394,683,000) | (955,907,000) |
Income tax benefit (provision) | (25,271,000) | 2,845,000 | 238,944,000 | 37,162,000 |
Net loss | (50,868,000) | (706,952,000) | (1,155,739,000) | (922,566,000) |
Contract drilling services | ||||
Operating revenues | ||||
Revenue from contract with customer | 227,050,000 | 259,428,000 | 714,555,000 | 804,746,000 |
Operating costs and expenses | ||||
Cost of services | 137,180,000 | 175,929,000 | 442,479,000 | 516,522,000 |
Reimbursables | ||||
Operating revenues | ||||
Revenue from contract with customer | 14,786,000 | 16,098,000 | 46,510,000 | 46,604,000 |
Operating costs and expenses | ||||
Cost of services | 13,369,000 | $ 13,779,000 | 41,387,000 | $ 38,555,000 |
Parent Company and Subsidiaries, Debtor-in-possession | ||||
Operating revenues | ||||
Revenue from contract with customer | 221,524,000 | 678,262,000 | ||
Operating costs and expenses | ||||
Depreciation and amortization | 90,208,000 | 282,598,000 | ||
General and administrative | 15,468,000 | 105,978,000 | ||
Pre-petition charges | 3,894,000 | 14,409,000 | ||
Loss on impairment | 0 | 1,119,517,000 | ||
Total operating costs and expenses | 241,240,000 | 1,930,570,000 | ||
Operating loss | (19,716,000) | (1,252,308,000) | ||
Other income (expense) | ||||
Interest expense, net of amounts capitalized | (23,355,000) | (164,421,000) | ||
Interest expense from non-debtor affiliates | (4,627,000) | (33,421,000) | ||
Gain on extinguishment of debt, net | 17,847,000 | 17,254,000 | ||
Interest income and other, net | 7,300,000 | 8,559,000 | ||
Interest income from non-debtor affiliates | 8,633,000 | 22,919,000 | ||
Reorganization items, net | (9,014,000) | (9,014,000) | ||
Loss from continuing operations before income taxes | (22,932,000) | (1,410,432,000) | ||
Income tax benefit (provision) | (25,395,000) | 225,136,000 | ||
Net loss | (48,327,000) | (1,185,296,000) | ||
Parent Company and Subsidiaries, Debtor-in-possession | Contract drilling services | ||||
Operating revenues | ||||
Revenue from contract with customer | 183,265,000 | 557,171,000 | ||
Operating costs and expenses | ||||
Cost of services | 120,202,000 | 372,630,000 | ||
Parent Company and Subsidiaries, Debtor-in-possession | Reimbursables | ||||
Operating revenues | ||||
Revenue from contract with customer | 12,609,000 | 39,466,000 | ||
Operating costs and expenses | ||||
Cost of services | 11,468,000 | 35,438,000 | ||
Non-debtor affiliates | Parent Company and Subsidiaries, Debtor-in-possession | ||||
Operating revenues | ||||
Revenue from contract with customer | $ 25,650,000 | $ 81,625,000 |
Condensed Combined Debtor-In-_5
Condensed Combined Debtor-In-Possession Financial Information Condensed Combined Debtors' Statement of Cash Flows (Details) - USD ($) | Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Cash flows from operating activities | |||||
Net loss | $ (50,868,000) | $ (706,952,000) | $ (1,155,739,000) | $ (922,566,000) | |
Adjustments to reconcile net loss to net cash flow from operating activities: | |||||
Depreciation and amortization | 90,606,000 | 112,755,000 | 283,652,000 | 333,481,000 | |
Loss on impairment | 0 | 595,510,000 | 1,119,517,000 | 595,510,000 | |
Reorganization items, net | (11,531,000) | 0 | |||
Gain on extinguishment of debt, net | (17,847,000) | 650,000 | (17,254,000) | (30,616,000) | |
Deferred income taxes | $ 107,600,000 | 6,825,000 | (13,688,000) | ||
Amortization of share-based compensation | 7,352,000 | 10,422,000 | |||
Other costs, net | (53,179,000) | 66,276,000 | |||
Changes in components of working capital: | |||||
Change in taxes receivable | 29,581,000 | (12,379,000) | |||
Net changes in other operating assets and liabilities | 27,442,000 | (57,914,000) | |||
Net cash provided by (used in) operating activities | 236,666,000 | (31,474,000) | |||
Cash flows from investing activities | |||||
Capital expenditures | (112,603,000) | (222,587,000) | |||
Proceeds from disposal of assets, net | 1,428,000 | 9,430,000 | |||
Net cash used in investing activities | (111,175,000) | (213,157,000) | |||
Cash flows from financing activities | |||||
Borrowings on credit facilities | 210,000,000 | 455,000,000 | |||
Cash paid to settle equity awards | (1,010,000) | 0 | |||
Taxes withheld on employee stock transactions | (417,000) | (2,779,000) | |||
Net cash provided by financing activities | 107,441,000 | 6,020,000 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 232,932,000 | (238,611,000) | |||
Cash, cash equivalents and restricted cash, beginning of period | 105,924,000 | 375,907,000 | |||
Cash, cash equivalents and restricted cash, end of period | 338,856,000 | $ 137,296,000 | 338,856,000 | $ 137,296,000 | |
Parent Company and Subsidiaries, Debtor-in-possession | |||||
Cash flows from operating activities | |||||
Net loss | (48,327,000) | (1,185,296,000) | |||
Adjustments to reconcile net loss to net cash flow from operating activities: | |||||
Depreciation and amortization | 90,208,000 | 282,598,000 | |||
Loss on impairment | 0 | 1,119,517,000 | |||
Reorganization items, net | (11,531,000) | ||||
Gain on extinguishment of debt, net | (17,847,000) | (17,254,000) | |||
Deferred income taxes | 6,737,000 | ||||
Amortization of share-based compensation | 7,352,000 | ||||
Other costs, net | (33,290,000) | ||||
Changes in components of working capital: | |||||
Change in taxes receivable | 28,130,000 | ||||
Net changes in other operating assets and liabilities | 24,320,000 | ||||
Net changes in other operating assets and liabilities with non-debtor affiliates | (36,386,000) | ||||
Net cash provided by (used in) operating activities | 184,897,000 | ||||
Cash flows from investing activities | |||||
Capital expenditures | (111,601,000) | ||||
Proceeds from disposal of assets, net | 1,191,000 | ||||
Net cash used in investing activities | (110,410,000) | ||||
Cash flows from financing activities | |||||
Borrowings on credit facilities | 210,000,000 | ||||
Repayments of senior notes | (101,132,000) | ||||
Cash paid to settle equity awards | (1,010,000) | ||||
Other financing activities with non-debtor affiliates | 41,037,000 | ||||
Taxes withheld on employee stock transactions | (417,000) | ||||
Net cash provided by financing activities | 148,478,000 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 222,965,000 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 73,682,000 | ||||
Cash, cash equivalents and restricted cash, end of period | $ 296,647,000 | $ 296,647,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Oct. 16, 2020floater |
Subsequent Event [Line Items] | |
Number of fleet | 19 |
Number of cold-stacked floaters for sale | 5 |