Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41520 | |
Entity Registrant Name | Noble Corporation plc | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1644664 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 137,083,812 | |
Entity Central Index Key | 0001895262 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | A Ordinary Shares, par value $0.00001 per share | |
Trading Symbol | NE | |
Security Exchange Name | NYSE | |
Tranche 1 Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Tranche 1 Warrants of Noble Corporation plc | |
Trading Symbol | NE WS | |
Security Exchange Name | NYSE | |
Tranche 2 Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Tranche 2 Warrants of Noble Corporation plc | |
Trading Symbol | NE WSA | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 255,356 | $ 476,206 |
Accounts receivable, net | 516,800 | 468,802 |
Taxes receivable | 54,371 | 34,087 |
Prepaid expenses and other current assets | 106,091 | 72,695 |
Total current assets | 932,618 | 1,051,790 |
Intangible assets | 17,018 | 34,372 |
Property and equipment, at cost | 4,329,002 | 4,163,205 |
Accumulated depreciation | (322,444) | (181,904) |
Property and equipment, net | 4,006,558 | 3,981,301 |
Goodwill | 14,626 | 26,016 |
Other assets | 226,582 | 141,385 |
Total assets | 5,197,402 | 5,234,864 |
Current liabilities | ||
Current maturities of long-term debt | 0 | 159,715 |
Accounts payable | 310,723 | 290,690 |
Accrued payroll and related costs | 77,049 | 76,185 |
Taxes payable | 57,337 | 56,986 |
Interest payable | 10,267 | 9,509 |
Other current liabilities | 58,775 | 74,013 |
Total current liabilities | 514,151 | 667,098 |
Long-term debt | 585,389 | 513,055 |
Deferred income taxes | 9,807 | 9,335 |
Noncurrent contract liabilities | 79,792 | 181,883 |
Other liabilities | 288,843 | 256,408 |
Total liabilities | 1,477,982 | 1,627,779 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity | ||
Common stock, $0.00001 par value; 137,084 ordinary shares outstanding as of June 30, 2023; 134,681 ordinary shares outstanding as of December 31, 2022 | 1 | 1 |
Additional paid-in capital | 3,358,108 | 3,347,507 |
Retained earnings | 359,809 | 255,930 |
Accumulated other comprehensive income (loss) | 1,502 | 3,647 |
Total shareholders’ equity | 3,719,420 | 3,607,085 |
Total liabilities and equity | $ 5,197,402 | $ 5,234,864 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Oct. 03, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares outstanding (in shares) | 137,084 | 134,681 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating revenues | ||||
Operating revenues | $ 638,535 | $ 275,153 | $ 1,248,589 | $ 485,383 |
Operating costs and expenses | ||||
Depreciation and amortization | 71,324 | 26,636 | 141,266 | 52,241 |
General and administrative | 32,352 | 16,687 | 62,389 | 34,211 |
Merger and integration costs | 22,452 | 9,057 | 34,083 | 18,578 |
(Gain) loss on sale of operating assets, net | 0 | 1,103 | 0 | (3,459) |
Hurricane losses and (recoveries), net | 15,934 | (14,407) | 19,478 | 2,805 |
Total operating costs and expenses | 529,391 | 227,554 | 1,032,340 | 472,415 |
Operating income (loss) | 109,144 | 47,599 | 216,249 | 12,968 |
Other income (expense) | ||||
Interest expense, net of amounts capitalized | (14,662) | (7,715) | (31,534) | (15,395) |
Gain (loss) on extinguishment of debt, net | (26,397) | 0 | (26,397) | 0 |
Interest income and other, net | (2,940) | 1,081 | (914) | 1,531 |
Income (loss) before income taxes | 65,145 | 40,965 | 157,404 | (896) |
Income tax benefit (provision) | 671 | (3,908) | 16,475 | 1,297 |
Net income (loss) | $ 65,816 | $ 37,057 | $ 173,879 | $ 401 |
Basic: | ||||
Net income (loss) (in usd per share) | $ 0.48 | $ 0.53 | $ 1.27 | $ 0.01 |
Diluted: | ||||
Net income (loss) (in usd per share) | $ 0.45 | $ 0.45 | $ 1.19 | $ 0 |
Contract drilling services | ||||
Operating revenues | ||||
Operating revenues | $ 606,180 | $ 262,463 | $ 1,181,470 | $ 457,498 |
Operating costs and expenses | ||||
Cost of services | 362,533 | 178,145 | 724,322 | 344,228 |
Reimbursables and other | ||||
Operating revenues | ||||
Operating revenues | 32,355 | 12,690 | 67,119 | 27,885 |
Operating costs and expenses | ||||
Cost of services | $ 24,796 | $ 10,333 | $ 50,802 | $ 23,811 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 65,816 | $ 37,057 | $ 173,879 | $ 401 |
Other comprehensive income (loss) | ||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of zero and $2 for the three months ended June 30, 2023 and 2022, respectively, and $2,436 and $2 for the six months ended June 30, 2023 and 2022, respectively. | 41 | (1,163) | (2,145) | (1,587) |
Other comprehensive income (loss), net | 41 | (1,163) | (2,145) | (1,587) |
Comprehensive income (loss) | $ 65,857 | $ 35,894 | $ 171,734 | $ (1,186) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), tax provision (benefit) | $ 0 | $ 2 | $ 2,436 | $ 2 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities | ||
Net income (loss) | $ 173,879 | $ 401 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||
Depreciation and amortization | 141,266 | 52,241 |
Amortization of intangible assets and contract liabilities, net | (84,737) | 28,354 |
(Gain) loss on extinguishment of debt, net | 26,397 | 0 |
(Gain) loss on sale of operating assets, net | 0 | (6,767) |
Deferred income taxes | (57,179) | (15,730) |
Amortization of share-based compensation | 18,854 | 13,839 |
Other costs, net | 5,404 | (3,364) |
Changes in components of working capital | ||
Change in taxes receivable | (20,284) | (345) |
Net changes in other operating assets and liabilities | (55,520) | (32,330) |
Net cash provided by (used in) operating activities | 148,080 | 36,299 |
Cash flows from investing activities | ||
Capital expenditures | (169,530) | (79,525) |
Proceeds from disposal of assets, net | 0 | 15,756 |
Net cash provided by (used in) investing activities | (169,530) | (63,769) |
Cash flows from financing activities | ||
Issuance of debt | 600,000 | 0 |
Repayments of debt | (673,411) | 0 |
Debt extinguishment costs | (25,697) | 0 |
Debt issuance costs | (24,914) | 0 |
Warrants exercised | 102 | 440 |
Share repurchases | (70,000) | 0 |
Taxes withheld on employee stock transactions | (8,355) | (4,926) |
Net cash provided by (used in) financing activities | (202,275) | (4,486) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (223,725) | (31,956) |
Cash, cash equivalents and restricted cash, beginning of period | 485,707 | 196,722 |
Cash, cash equivalents and restricted cash, end of period | $ 261,982 | $ 164,766 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2021 | 60,172 | ||||
Beginning balance at Dec. 31, 2021 | $ 1,500,627 | $ 1 | $ 1,393,255 | $ 101,982 | $ 5,389 |
Employee related equity activity | |||||
Amortization of share-based compensation | 6,795 | 6,795 | |||
Issuance of share-based compensation shares (in shares) | 365 | ||||
Shares withheld for taxes on equity transactions | (4,926) | (4,926) | |||
Warrant exercises (in shares) | 2,535 | ||||
Warrant exercises | 118 | 118 | |||
Net income (loss) | (36,656) | (36,656) | |||
Other comprehensive income (loss), net | (424) | (424) | |||
Ending balance (in shares) at Mar. 31, 2022 | 63,072 | ||||
Ending balance at Mar. 31, 2022 | 1,465,534 | $ 1 | 1,395,242 | 65,326 | 4,965 |
Beginning balance (in shares) at Dec. 31, 2021 | 60,172 | ||||
Beginning balance at Dec. 31, 2021 | 1,500,627 | $ 1 | 1,393,255 | 101,982 | 5,389 |
Employee related equity activity | |||||
Net income (loss) | 401 | ||||
Other comprehensive income (loss), net | (1,587) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | ||||
Ending balance at Jun. 30, 2022 | 1,508,794 | $ 1 | 1,402,608 | 102,383 | 3,802 |
Beginning balance (in shares) at Mar. 31, 2022 | 63,072 | ||||
Beginning balance at Mar. 31, 2022 | 1,465,534 | $ 1 | 1,395,242 | 65,326 | 4,965 |
Employee related equity activity | |||||
Amortization of share-based compensation | 7,044 | 7,044 | |||
Issuance of share-based compensation shares (in shares) | 3,978 | ||||
Issuance of share-based compensation shares | 322 | 322 | |||
Shares withheld for taxes on equity transactions | 0 | ||||
Warrant exercises (in shares) | 0 | ||||
Warrant exercises | 0 | ||||
Net income (loss) | 37,057 | 37,057 | |||
Other comprehensive income (loss), net | (1,163) | (1,163) | |||
Ending balance (in shares) at Jun. 30, 2022 | 67,050 | ||||
Ending balance at Jun. 30, 2022 | $ 1,508,794 | $ 1 | 1,402,608 | 102,383 | 3,802 |
Beginning balance (in shares) at Dec. 31, 2022 | 134,681 | 134,681 | |||
Beginning balance at Dec. 31, 2022 | $ 3,607,085 | $ 1 | 3,347,507 | 255,930 | 3,647 |
Employee related equity activity | |||||
Amortization of share-based compensation | 9,651 | 9,651 | |||
Issuance of share-based compensation shares (in shares) | 440 | ||||
Shares withheld for taxes on equity transactions | (8,327) | (8,327) | |||
Warrant exercises (in shares) | 3,772 | ||||
Warrant exercises | 21 | 21 | |||
Share repurchases (in shares) | (270) | ||||
Share repurchases | (10,000) | (10,000) | |||
Net income (loss) | 108,063 | 108,063 | |||
Other comprehensive income (loss), net | (2,186) | (2,186) | |||
Ending balance (in shares) at Mar. 31, 2023 | 138,623 | ||||
Ending balance at Mar. 31, 2023 | $ 3,704,307 | $ 1 | 3,348,852 | 353,993 | 1,461 |
Beginning balance (in shares) at Dec. 31, 2022 | 134,681 | 134,681 | |||
Beginning balance at Dec. 31, 2022 | $ 3,607,085 | $ 1 | 3,347,507 | 255,930 | 3,647 |
Employee related equity activity | |||||
Net income (loss) | 173,879 | ||||
Other comprehensive income (loss), net | $ (2,145) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 137,084 | 137,084 | |||
Ending balance at Jun. 30, 2023 | $ 3,719,420 | $ 1 | 3,358,108 | 359,809 | 1,502 |
Beginning balance (in shares) at Mar. 31, 2023 | 138,623 | ||||
Beginning balance at Mar. 31, 2023 | 3,704,307 | $ 1 | 3,348,852 | 353,993 | 1,461 |
Employee related equity activity | |||||
Amortization of share-based compensation | 9,203 | 9,203 | |||
Issuance of share-based compensation shares (in shares) | 7 | ||||
Shares withheld for taxes on equity transactions | (28) | (28) | |||
Warrant exercises (in shares) | 4 | ||||
Warrant exercises | 81 | 81 | |||
Share repurchases (in shares) | (1,550) | ||||
Share repurchases | (60,000) | (60,000) | |||
Net income (loss) | 65,816 | 65,816 | |||
Other comprehensive income (loss), net | $ 41 | 41 | |||
Ending balance (in shares) at Jun. 30, 2023 | 137,084 | 137,084 | |||
Ending balance at Jun. 30, 2023 | $ 3,719,420 | $ 1 | $ 3,358,108 | $ 359,809 | $ 1,502 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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”), 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. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of June 30, 2023, our fleet of 32 drilling rigs consisted of 19 floaters and 13 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. In September 2022, as a result of the Merger (as defined herein), Noble became the successor issuer to Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), for purposes of and pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries. The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) 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, 2022 Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2022 audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 2— Acquisitions and Divestitures Business Combination with Maersk Drilling On September 30, 2022 (the “Merger Effective Date”), pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Cayman, Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries. On October 3, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, Noble completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and because Noble acquired more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble redeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either A ordinary shares, par value $0.00001 per share, of Noble (“Ordinary Shares”) or cash (or, for those holders that did not make an election, only cash), under Danish law by way of a compulsory purchase (the “Compulsory Purchase”), which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble. Determining the fair value of the assets and liabilities of Maersk Drilling requires judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of Maersk Drilling’s offshore drilling units and long term debt. The following table represents the preliminary allocation of the total purchase price of Maersk Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Closing Date. Purchase price consideration: Fair value of Noble shares transferred to legacy Maersk Drilling shareholders $ 1,793,351 Cash paid to legacy Maersk Drilling shareholders 887 Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price 6,780 Deal Completion Bonus 6,177 Fair Value of Compulsory Purchase 193,678 Total purchase price consideration $ 2,000,873 Assets acquired: Cash and cash equivalents $ 172,205 Accounts receivable, net 250,251 Taxes receivable 20,603 Prepaid expenses and other current assets (1) 43,168 Total current assets 486,227 Intangible assets 22,991 Property, plant and equipment, net 2,756,096 Other assets (1) 94,882 Total assets acquired 3,360,196 Liabilities assumed: Current maturities of long-term debt 129,130 Accounts payable 130,273 Accrued payroll and related costs (1) 23,884 Taxes payable 38,218 Interest payable 800 Other current liabilities 41,253 Total current liabilities 363,558 Long-term debt 596,692 Deferred income taxes 4,071 Noncurrent contract liabilities 237,703 Other liabilities (1) 171,925 Total liabilities assumed 1,373,949 Net assets acquired 1,986,247 Goodwill acquired (1) 14,626 Purchase price consideration $ 2,000,873 (1) During the six months ended June 30, 2023, the Company recorded tax adjustments, which resulted in a net increase to deferred tax assets of $25.2 million, a net increase to reserves for uncertain tax positions of $13.8 million, and a decrease of goodwill of $11.4 million. Other adjustments were made to remeasure certain payroll tax related balances. The effect of the changes to the provisional amounts on the current period statement of operations that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the Closing Date was immaterial. |
Accounting Pronouncements
Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Pronouncements | Note 3— Accounting Pronouncements Accounting Standards Adopted We do not believe that any recently issued accounting standards would have a material effect on the accompanying unaudited condensed consolidated financial statements. Recently Issued Accounting Standards There have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our unaudited condensed consolidated financial statements. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 4— Income (Loss) Per Share The following table presents the computation of basic and diluted income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 65,816 $ 37,057 $ 173,879 $ 401 Denominator: Weighted average shares outstanding – basic 138,058 69,789 136,502 68,722 Dilutive effect of share-based awards 3,242 3,378 3,242 3,378 Dilutive effect of warrants 5,692 9,535 6,810 9,185 Weighted average shares outstanding – diluted 146,992 82,702 146,554 81,285 Per share data Basic Net income (loss) $ 0.48 $ 0.53 $ 1.27 $ 0.01 Diluted Net income (loss) $ 0.45 $ 0.45 $ 1.19 $ — Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Share-based awards — — — — Warrants (1) 2,774 2,778 2,774 2,778 (1) Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable. Share Capital As of June 30, 2023, Noble had approximately 137.1 million Ordinary Shares outstanding as compared to approximately 134.7 million Ordinary Shares outstanding at December 31, 2022. In addition, as of June 30, 2023, 3.6 million Tranche 1 Warrants, 3.6 million Tranche 2 Warrants and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 1.3 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan. The declaration and payment of dividends require the authorization of the Board of Directors of Noble. Such may be paid only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with law. Therefore, Noble is not permitted to pay dividends out of share capital, which includes share premium. 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. Share Repurchases Under applicable law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” in a plan approved by shareholders. Such may be made only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with applicable law. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20.6 million Ordinary Shares). During the three and six months ended June 30, 2023, respectively, we repurchased 1.6 million and 1.8 million of our Ordinary Shares, which were subsequently cancelled. The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded U.S. corporations that occur after December 31, 2022. Such tax may also apply if a domestic affiliate of a publicly traded foreign corporation purchases, or is deemed to fund the purchase of, the shares of the publicly traded foreign corporation. None of these conditions were met for share repurchases to date, and are not expected to be met for future repurchases; as such, the excise tax should not be applicable to Noble. Warrants On the Merger Effective Date, immediately prior to the effective time of the Merger (the “Merger Effective Time”), we had outstanding 6.2 million Tranche 1 Warrants of Noble Cayman, 5.6 million Tranche 2 Warrants of Noble Cayman and 2.8 million Tranche 3 Warrants of Noble Cayman (collectively, the “Noble Cayman Warrants”). At the Merger Effective Time, each Noble Cayman Warrant outstanding immediately prior to the Merger Effective Time was converted automatically into a Warrant to acquire a number of Ordinary Shares equal to the number of Noble Cayman Shares underlying such Noble Cayman Warrant, with the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the applicable Noble Cayman Warrant Agreement. The Tranche 1 Warrants of Noble (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the Tranche 2 Warrants of Noble (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant and the Tranche 3 Warrants of Noble (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant (in each case as may be adjusted from time to time pursuant to the applicable Warrant Agreement). The Tranche 1 Warrants and the Tranche 2 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2028 and the Tranche 3 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2026. The Tranche 1 Warrants and the Tranche 2 Warrants have Black-Scholes protection, including in the event of a Fundamental Transaction (as defined in the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants also provide that while the Mandatory Exercise Condition (as defined in the applicable Warrant Agreement) set forth in the applicable Warrant Agreement has occurred and is continuing, Noble or the Required Mandatory Exercise Warrantholders (as defined in the applicable Warrant Agreement) have the right and option (but not the obligation) to cause all or a portion of the Warrants to be exercised on a cashless basis. In the case of Noble, under the Mandatory Exercise Condition, all of the Tranche 1 Warrants or the Tranche 2 Warrants (as applicable) would be exercised. In the case of the electing Required Mandatory Exercise Warrantholders, under the Mandatory Exercise Condition, all of their respective Tranche 1 Warrants or Tranche 2 Warrants (as applicable) would be exercised. Mandatory exercises entitle the holder of each Warrant subject thereto to (i) the number of Ordinary Shares issuable upon exercise of such Warrant on a cashless basis and (ii) an amount payable in cash, Ordinary Shares or a combination thereof (in Noble’s sole discretion) equal to the Black-Scholes Value (as defined in the applicable Warrant Agreement) with respect to the number of Ordinary Shares withheld upon exercise of such Warrant on a cashless basis. At June 30, 2023, the Mandatory Exercise Condition set forth in the Warrant Agreements for the Tranche 1 Warrants and the |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5— Property and Equipment Property and equipment, at cost, for Noble consisted of the following: June 30, 2023 December 31, 2022 Drilling equipment and facilities $ 4,100,796 $ 3,997,498 Construction in progress 188,062 123,911 Other 40,144 41,796 Property and equipment, at cost $ 4,329,002 $ 4,163,205 Capital expenditures, including capitalized interest, during the three months ended June 30, 2023 and 2022, totaled $115.9 million and $31.3 million, respectively, and totaled $170.9 million and $76.1 million during the six months ended June 30, 2023 and 2022, respectively. During the first quarter of 2022, we sold the Noble Clyde Boudreaux |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6— Debt Senior Secured Revolving Credit Facility On February 5, 2021, Noble Finance Company (“Finco”) and Noble International Finance Company (“NIFCO”), each indirect wholly owned subsidiaries of Noble, entered into a senior secured revolving credit agreement (the “2021 Revolving Credit Agreement”) providing for a $675 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “2021 Revolving Credit Facility”) in connection with Noble's emergence from bankruptcy. The 2021 Revolving Credit Facility was set to mature on July 31, 2025. Subject to the satisfaction of certain conditions, Finco could from time to time designate one or more of Finco’s other wholly owned subsidiaries as additional borrowers under the 2021 Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). All obligations of the Borrowers under the 2021 Revolving Credit Agreement, certain cash management obligations and certain swap obligations were unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the 2021 Revolving Credit Agreement. All such obligations, including the guarantees of the 2021 Revolving Credit Facility, were secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the 2021 Revolving Credit Agreement. None of Pacific Drilling Company LLC, Maersk Drilling or any of their respective current subsidiaries was a guarantor of the 2021 Revolving Credit Facility, and none of their assets secured the 2021 Revolving Credit Facility. The loans outstanding under the 2021 Revolving Credit Facility bore interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted London Inter-Bank Offered Rate ("LIBOR") or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in The Wall Street Journal, (y) the federal funds effective rate plus 1/2 of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin was initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and would be increased by 50 basis points after July 31, 2024, and could be increased by an additional 50 basis points under certain conditions described in the 2021 Revolving Credit Agreement. The Borrowers were required to pay customary quarterly commitment fees and letter of credit and fronting fees. Availability of credit (whether borrowings or letters of credit) under the 2021 Revolving Credit Agreement was subject to the satisfaction of certain conditions, including, after giving effect to any such credit and the application of the proceeds (if any) thereof, (i) the aggregate amount of Available Cash (as defined in the 2021 Revolving Credit Agreement) could not exceed $100.0 million, (ii) if the Consolidated First Lien Net Leverage Ratio (as defined in the 2021 Revolving Credit Agreement) would be greater than 5.50 to 1.00, then the aggregate principal amount outstanding under the 2021 Revolving Credit Facility could not exceed $610.0 million, and (iii) the Asset Coverage Ratio (as described below) must be at least 2.00 to 1.00. Mandatory prepayments and, under certain circumstances, commitment reductions were required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default existed) and (ii) certain debt issuances. Available Cash in excess of $150.0 million was also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the 2021 Revolving Credit Facility could be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs. The 2021 Revolving Credit Agreement obligated Finco and its restricted subsidiaries to comply with the following financial maintenance covenants: • as of the last day of each fiscal quarter, the ratio of Adjusted EBITDA to Cash Interest Expense (each as defined in the 2021 Revolving Credit Agreement) was not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or before June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and • as of the last day of each fiscal quarter, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the 2021 Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the 2021 Revolving Credit Facility (the “Asset Coverage Ratio”) was not permitted to be less than 2.00 to 1.00. The 2021 Revolving Credit Facility contained financial maintenance, affirmative and negative covenants, representations and warranties and events of default that the Company considered customary for facilities of this type. Amended and Restated Senior Secured Revolving Credit Agreement On April 18, 2023, certain subsidiaries of Noble entered into an Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement” and the facility thereunder, the "2023 Revolving Credit Facility"), by and among Noble Finance II, LLC (“Noble Finance II”), NIFCO and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee. The 2023 Revolving Credit Facility provides for commitments of $550 million with maturity in 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of June 30, 2023, we had no loans outstanding and $19.1 million of letters of credit issued under the 2023 Revolving Credit Agreement. All obligations of the Borrowers under the 2023 Revolving Credit Agreement, certain cash management obligations, certain letter of credit obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by the Noble Finance II and certain of its direct and indirect subsidiaries (the Guarantors, and together with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the 2023 Revolving Credit Agreement. All such obligations, including the guarantees of the 2023 Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, including substantially all rigs owned by subsidiaries of Noble as of the date of the 2023 Revolving Credit Agreement (the “Effective Date”), along with certain other rigs in the future such that collateral rigs shall generate at least 80% of the revenue of all rigs owned by Noble Finance II and its restricted subsidiaries and the ratio of the aggregate rig value of the collateral rigs to the commitments under the 2023 Revolving Credit Facility is at least 5.00 to 1.00, in each case, subject to certain exceptions and limitations described in the 2023 Revolving Credit Agreement. The loans outstanding under the 2023 Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Noble Finance II’s option, either: (i) the Term SOFR Rate (as defined in the 2023 Revolving Credit Agreement) plus 0.10%; or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the NYFRB Rate (as defined in the 2023 Revolving Credit Agreement) plus 1/2 of 1%, and (z) the one-month Term SOFR Rate plus 0.10% plus 1%. The applicable margin is initially 2.75% per annum for Term SOFR Rate loans and 1.75% per annum for base rate loans and will range based on the Consolidated Total Net Leverage Ratio (as defined in the 2023 Revolving Credit Agreement, which allows for certain cash netting depending on the amount of loans and letters of credit outstanding under the 2023 Revolving Credit Facility at the time of calculation), from 2.75% per annum to 3.75% per annum for Term SOFR Rate loans and 1.75% per annum to 2.75% per annum for base rate loans. The Borrowers are required to pay interest on (i) overdue principal at the rate equal to 2.00% per annum in excess of the applicable interest rate under the 2023 Revolving Credit Facility, to the extent lawful, and (ii) overdue installments of interest, if any, without regard to any applicable grace period, at 2% in excess of the interest rate applicable to base rate loans, to the extent lawful. The Borrowers are required to pay a quarterly commitment fee to each lender under the 2023 Revolving Credit Facility, which accrues at a rate per annum equal to (i) 0.50% on the average daily unused portion of such lender’s commitments under the 2023 Revolving Credit Facility during the period from and including the Effective Date to and including the third anniversary of the Effective Date, (ii) during the period from the third anniversary of the Effective Date to and including the fourth anniversary of the Effective Date, a rate per annum equal to 0.75% and (iii) thereafter, a rate per annum equal to 1.00%. The Borrowers are also required to pay customary letter of credit and fronting fees. Borrowings under the 2023 Revolving Credit Agreement may be used for working capital and other general corporate purposes. Availability of borrowings under the 2023 Revolving Credit Facility is subject to the satisfaction of certain conditions, including that, after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of Available Cash (as defined in the 2023 Revolving Credit Agreement) would not exceed $250 million. Mandatory prepayments and, under certain circumstances, commitment reductions are required under the 2023 Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $250 million at the end of any month is also required to be applied to prepay loans (without a commitment reduction). The loans under the 2023 Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs. The 2023 Revolving Credit Agreement obligates Noble Finance II and its restricted subsidiaries to comply with the following financial covenants: • as of the last day of each fiscal quarter, the Interest Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) is not permitted to be less than 2.50 to 1.00; and • as of the last day of each fiscal quarter, the Consolidated Total Net Leverage Ratio is not permitted to be greater than 3.00 to 1.00. The 2023 Revolving Credit Agreement contains other affirmative and negative covenants, representations and warranties and events of default that Noble views as customary for a financing of this type. The occurrence of any event of default under the 2023 Credit Agreement would permit all obligations under the 2023 Revolving Credit Facility to be declared due and payable immediately and all commitments thereunder to be terminated. 8.000% Senior Notes due 2030 On April 18, 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued $600 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the subsidiaries of Noble Finance II party thereto (the “Guarantors”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility. The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum. At any time prior to April 15, 2026, Noble Finance II may, from time to time, redeem up to 40% of the aggregate principal amount of 2030 Notes at a redemption price of 108% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by Noble Finance II, subject to certain requirements. In addition, prior to April 15, 2026, Noble Finance II may redeem the 2030 Notes at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after April 15, 2026, Noble Finance II may redeem all or part of the 2030 Notes at fixed redemption prices (expressed as percentages of the principal amount) beginning at 104.00% and decreasing thereafter, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a Change of Control Triggering Event (as defined in the indenture governing the 2030 Notes) occurs, each holder of 2030 Notes may require Noble Finance II to repurchase all or any part of that holder’s 2030 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2030 Notes repurchased, plus any accrued and unpaid interest thereon, if any, to, but excluding, the date on which the notes are repurchased (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The indenture governing the 2030 Notes contain customary covenants and events of default. The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis. As a result of Noble conducting substantially all of its business through Noble Finance II, the financial position and results of operations for Noble Finance II are the same as the information presented for Noble in all material respects, with the exception of operating income (loss) and gain (loss) on extinguishment of debt. For the three and six months ended June 30, 2023, Noble Finance II’s operating income (loss) was $16.3 million and $30.8 million higher, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration charges attributable to Noble for operations support and stewardship-related services. Second Lien Notes On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, Noble Cayman and Finco consummated a rights offering (the “Rights Offering”) of senior secured second lien notes (the “Second Lien Notes”) and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million. An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which included the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes were set to mature on February 15, 2028. The Second Lien Notes were fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the 2021 Revolving Credit Facility. None of Pacific Drilling Company LLC, Maersk Drilling or any of their respective current subsidiaries was a guarantor of the Second Lien Notes, and none of their assets secured the Second Lien Notes. The Second Lien Notes and such guarantees were secured by senior priority liens on the assets subject to liens securing the 2021 Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of February 5, 2021 or acquired by Restricted Subsidiaries of the Company thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Interest on the Second Lien Notes accrued, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco paid interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. The Company accrued interest at the rate of 11% per annum, as the most recent payment and the payment upon the full redemption of the Second Lien Notes were made in cash. The Second Lien Notes contained covenants and events of default that the Company considered customary for notes of this type. On April 18, 2023, we redeemed the approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $25.7 million. DNB Credit Facility and New DNB Credit Facility Upon closing the Business Combination with Maersk Drilling (the “Closing Date”), Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intra-group charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”). On November 22, 2022, Maersk Drilling, as the borrower, the Company, as parent guarantor, certain subsidiaries of Maersk Drilling as guarantors, and the lenders identified therein, with DNB Bank ASA, New York Branch acting as Agent entered into a new Term Facility Agreement (the “New DNB Credit Facility”). On December 22, 2022, the Utilization Date (as defined in the New DNB Credit Facility) occurred under the New DNB Credit Facility, at which time the loans outstanding under the DNB Credit Facility were repaid with the proceeds of the full $350.0 million available under the New DNB Credit Facility. The term loan under the New DNB Credit Facility required quarterly amortization payments on March 15, June 15, September 15 and December 15 of $2.5 million per quarter in the first year, $7.5 million per quarter in the second year, $12.5 million per quarter in the third year, and a balloon payment payable on the termination of the New DNB Credit Facility in an amount equal to the remaining outstanding principal amount of the loan. The loan under the New DNB Credit Facility accrued interest at an initial rate of Term SOFR (as defined therein) + 3.50% with quarterly step-ups commencing on the first anniversary of the Utilization Date of an additional (i) 0.15% per quarter during months 13 to 24 after the Utilization Date (with total Margin (as defined therein) payable during the fourth quarter of that period being Term SOFR + 4.10%) and (ii) 0.25% per quarter during months 25 to 36 after the Utilization Date (with total Margin payable during the fourth quarter of that period being Term SOFR + 5.10%). The New DNB Credit Facility had the following financial covenants (each as defined in the New DNB Credit Facility): (i)) The Company’s liquidity could not at any time be less than $200.0 million; (ii) Maersk Drilling’s liquidity could not at any time be less than $50 million; (iii) Maersk Drilling’s leverage ratio could not at any time be greater than 4.75:1.00; and (iv) Maersk Drilling’s equity ratio could not at any time be less than 35%. The New DNB Credit Facility also contained affirmative and negative covenants, representations and warranties, and events of default that the Company considered customary for facilities of this type. The New DNB Credit Facility was set to mature in December 2025. On April 18, 2023, we repaid the $347.5 million of outstanding borrowings under the New DNB Credit Facility using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $0.7 million. DSF Credit Facility The Company guaranteed the Term Loan Facility Agreement dated December 10, 2018 by and between Maersk Drilling and Danmarks Skibskredit A/S as lender, agent, and security agent (as amended from time to time, the “DSF Credit Facility”) in connection with the Business Combination with Maersk Drilling that closed on October 3, 2022. The DSF Credit Facility was repaid in full on February 23, 2023 using cash on hand. Debt Open Market Repurchases In August 2022, we purchased $1.6 million aggregate principal amount of our Second Lien Notes for approximately $1.8 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $0.2 million. In the fourth quarter of 2022, we purchased $40.7 million aggregate principal amount of our Second Lien Notes for approximately $45.1 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $4.4 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 estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The fair value of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 11— Fair Value of Financial Instruments.” The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: June 30, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 8.000% Senior Notes due April 2030 $ 585,389 $ 608,058 $ — $ — 11.000% Senior Notes due February 2028 — — 173,695 192,353 Credit facility Amended and Restated Senior Secured Revolving Credit Facility matures April 2028 — — — — Term Loans New DNB Credit Facility matures December 2025 — — 349,360 350,000 DSF Credit Facility matures December 2023 — — 149,715 149,715 Total debt 585,389 608,058 672,770 692,068 Less: Current maturities of long-term debt — — 159,715 — Long-term debt $ 585,389 $ 608,058 $ 513,055 $ 692,068 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 7— Accumulated Other Comprehensive Income (Loss) The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” for the three and six months ended June 30, 2023 and 2022. All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Balance at December 31, 2022 $ 3,647 Activity during period: Other comprehensive income before reclassifications (2,186) Amounts reclassified from AOCI — Net other comprehensive income (loss) (2,186) Balance at March 31, 2023 1,461 Activity during period: Other comprehensive loss before reclassifications 41 Amounts reclassified from AOCI — Net other comprehensive loss 41 Balance at June 30, 2023 $ 1,502 Defined Benefit Pension Items (1) Balance at December 31, 2021 $ 5,389 Activity during period: Other comprehensive income before reclassifications (424) Amounts reclassified from AOCI — Net other comprehensive income (loss) (424) Balance at March 31, 2022 4,965 Activity during period: Other comprehensive loss before reclassifications (1,163) Amounts reclassified from AOCI — Net other comprehensive loss (1,163) Balance at June 30, 2022 $ 3,802 (1) Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information. |
Revenue and Customers
Revenue and Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 8— Revenue and Customers Disaggregation of Revenue The following table provides information about contract drilling revenue by rig types: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Floaters $ 493,983 $ 202,690 $ 970,216 343,903 Jackups 112,197 59,773 211,254 113,595 Total $ 606,180 $ 262,463 $ 1,181,470 $ 457,498 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 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. 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 Consolidated Balance Sheets. Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11 and the Business Combination with Maersk Drilling and are included in “Intangible assets” and “Noncurrent contract liabilities,” respectively. The following table provides information about contract assets and contract liabilities from contracts with customers: June 30, 2023 December 31, 2022 Current customer contract assets $ 9,051 $ 11,169 Noncurrent customer contract assets 289 368 Total customer contract assets 9,340 11,537 Current deferred revenue (26,163) (40,214) Noncurrent deferred revenue (14,727) (19,583) Total deferred revenue $ (40,891) $ (59,797) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2023 and 2022 are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2022 $ 11,537 $ (59,797) Amortization of deferred costs (14,206) — Additions to deferred costs 12,009 — Amortization of deferred revenue — 38,481 Additions to deferred revenue — (19,575) Total (2,197) 18,906 Net balance at June 30, 2023 $ 9,340 $ (40,891) Net balance at December 31, 2021 $ 5,744 $ (27,755) Amortization of deferred costs (13,870) — Additions to deferred costs 21,323 — Amortization of deferred revenue — 29,462 Additions to deferred revenue — (46,507) Total 7,453 (17,045) Net balance at June 30, 2022 $ 13,197 $ (44,800) Contract Costs Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations. Future Amortization of Deferred Revenue The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of June 30, 2023: For the Years Ended December 31, 2023 2024 2025 2026 2027 and beyond Total Floaters $ 19,341 $ 8,268 $ 6,846 $ — $ — $ 34,455 Jackups 1,164 2,228 2,205 622 — 6,219 Other 217 — — — — 217 Total $ 20,722 $ 10,496 $ 9,051 $ 622 $ — $ 40,891 The revenue included above substantially 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 June 30, 2023. 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. Off-market Customer Contract Assets and Liabilities Upon emergence from the Chapter 11 Cases and in connection with the Business Combination with Maersk Drilling, the Company recognized fair value adjustments of $113.4 million and $23.0 million, respectively, related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue from February 5, 2021 and the Closing Date, respectively, through the remainder of the contracts. In connection with the Business Combination with Maersk Drilling, the Company recognized a fair value adjustment of $237.7 million related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date through the remainder of the contracts. Unfavorable contracts Favorable Balance at December 31, 2022 $ (181,883) $ 34,372 Additions — — Amortization 102,091 (17,354) Balance at June 30, 2023 $ (79,792) $ 17,018 Balance at December 31, 2021 $ — $ 61,849 Additions — — Amortization — (28,355) Balance at June 30, 2022 $ — $ 33,494 Estimated future amortization over the expected remaining contract periods: For the Years Ended December 31, 2023 2024 2025 Total Unfavorable contracts $ 31,145 $ 40,439 $ 8,208 $ 79,792 Favorable contracts $ (6,394) $ (10,624) $ — $ (17,018) Total $ 24,751 $ 29,815 $ 8,208 $ 62,774 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9— Income Taxes At June 30, 2023, the Company had deferred tax assets of $181.6 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $9.8 million, inclusive of a valuation allowance of $19.2 million. During the three months ended June 30, 2023, the Company recognized additional discrete deferred tax benefits of $50.7 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland and Luxembourg. During the six months ended June 30, 2023, the Company recognized additional discrete deferred tax benefits of $84.6 million, $3.9 million and $7.2 million in Guyana, Norway and Switzerland, respectively. In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the relevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts. At June 30, 2023, the reserves for uncertain tax positions totaled $196.9 million (net of related tax benefits of $0.1 million). At December 31, 2022, the reserves for uncertain tax positions totaled $175.9 million (net of related tax benefits of $0.3 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 completion of open audits or the expiration of statutes of limitation. During the three months ended June 30, 2023, our tax provision included tax benefits of $50.7 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland and Luxembourg, and a tax benefit of $6.8 million related to a Ghana uncertain tax position release. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $4.7 million and various recurring quarterly accruals of $42.2 million primarily in Guyana, Australia and Luxembourg. During the six months ended June 30, 2023, our tax provision included tax benefits of $95.8 million related to releases of valuation allowance for deferred tax benefits in Guyana, Norway and Switzerland, a tax benefit of $6.8 million related to a Ghana uncertain tax position release. Such tax benefits are offset by tax expense s related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $8.9 million and various recurring quarterly accruals of $67.4 million primarily in Guyana, Australia and Luxembourg. In Denmark, prior to the Merger, Maersk Drilling was subject to a mandatory joint taxation scheme with all other Danish entities under the common control of A.P. Møller Holding A/S. To the extent Maersk Drilling incurred tax losses in Denmark until the Merger, such losses may be utilized by other jointly taxed entities. Noble may be compensated through a joint taxation contribution when such losses are utilized. In the event that A.P. Møller Holding A/S or any jointly taxed entity is subject to audits for years and periods prior to and until the Merger and such audits result in adjustments to relevant tax returns, adjustments to the prior year joint tax contributions may be required. This could result in additional compensation to Noble or refunds payable by Noble to A.P. Møller Holding A/S or to any previous joint taxation group administration company of previously received joint taxation contributions. Since the Merger and through June 30, 2023, Noble has not recognized adjustments under this arrangement related to the period beginning with the Merger. The Finance (No 2) Act 2023, which includes the UK’s introduction of Pillar 2, received Royal Assent on July 11, 2023. We are continuing to evaluate the impact of this legislation, but we do not currently believe the implications should have a material adverse effect on the Company’s unaudited condensed consolidated financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 10— Employee Benefit Plans Pension costs (gain) include the following components for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Non-US US Non-US US Interest cost $ 575 $ 2,248 $ 298 $ 1,688 Return on plan assets (491) (2,396) (347) (3,145) Recognized net actuarial (gain) loss 63 (57) — (5) Net pension benefit cost (gain) $ 147 $ (205) $ (49) $ (1,462) Six Months Ended June 30, 2023 2022 Non-US US Non-US US Interest cost $ 1,124 $ 4,496 621 3,376 Return on plan assets (959) (4,790) (723) (6,290) Recognized net actuarial (gain) loss 122 (115) — (10) Net pension benefit cost (gain) $ 287 $ (409) $ (102) $ (2,924) During the three and six months ended June 30, 2023 and 2022, 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 three and six months ended June 30, 2023 and 2022. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 11— 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: June 30, 2023 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets Foreign currency forward contracts $ 1,052 $ — $ 1,052 $ — Liabilities Foreign currency forward contracts $ 659 $ — $ 659 $ — December 31, 2022 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets Foreign currency forward contracts $ 2,422 $ — $ 2,422 $ — Liabilities Foreign currency forward contracts $ 1,124 $ — $ 1,124 $ — |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 12— Derivative Instruments Although we are a UK company, we define foreign currency as any non-US dollar denominated currency. Our functional currency is the US Dollar. We are exposed to risks on future cash flows to the extent that expenses denominated in a foreign currency are not equal to revenues denominated in the same foreign currency. The Company uses foreign currency forward contracts to manage our net exposure to fluctuations in currency exchange rates. Currencies of the Company’s derivative instruments include DKK, the Australian dollar (“AUD”) and the British pound sterling (“GBP”). Currency derivatives are mainly realized within one year. We did not enter into any derivative contracts during the three and six months ended June 30, 2022. We have exposure related to changes in interest rates on borrowings under the 2023 Revolving Credit Facility and may be subject to similar exposure on future borrowing arrangements. We were subject to changes in interest rates on borrowings under the DSF Facility and the New DNB Credit Facility prior to repayment of these instruments. The Company may use interest rate swap contracts to manage our exposure to fluctuations in interest rates. The Company did not enter into any interest rate swap contracts during the six months ended June 30, 2023 or 2022. Derivative financial instruments are recognized on the trading date and measured at fair value using generally accepted valuation techniques based on relevant observable inputs. The Company does not enter into derivative transactions for speculative purposes and for accounting purposes we have not elected to apply hedge accounting for these transactions. Realized gains and losses as well as changes in the fair values of derivative financial instruments are recognized in the income statement in “Interest income and other, net.” The following table summarizes notional value of currency derivative contracts as of June 30, 2023: June 30, 2023 Foreign Currency USD Equivalent DKK to USD 194,424 27,759 AUD to USD 22,494 15,432 GBP to USD 4,327 5,287 The following gains (losses) from derivative instruments were recognized on our Condensed Consolidated Statements of Operations: Derivative Instrument Description Three Months Ended Six Months Ended Foreign currency forward contracts Realized gain (loss) 581 464 Foreign currency forward contracts Unrealized gain (loss) (918) (905) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13— Commitments and Contingencies Tax matters Audit claims of approximately $587.6 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are attributable to Mexico related to tax years 2007 and 2009, Australia related to tax years 2013 to 2016, Guyana related to tax years 2018 to 2021, Saudi Arabia related to tax years 2015 to 2019, Nigeria related to tax years 2010 to 2019, Ghana related to tax years 2011 to 2017 and Egypt related to tax years 2012 to 2016. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. This remains under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress. 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% 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. Hurricane Ida Personal Injury Claims In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. Due to the environmental conditions, a number of crew members were treated for injuries and released from medical care. We have had multiple parties, some of which are subject to a third-party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action in the United States District Court Western District of Louisiana , seeking damages related to physical and emotional harm allegedly suffered as a result of the Hurricane Ida incident. We are in the discovery phase and we intend to defend ourselves vigorously against these claims, although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. Timing differences are likely to exist between any losses incurred and the recognition and receipt of insurance proceeds reflected in the Company’s financial statements. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations. Letters of credit and surety bonds As of June 30, 2023, we had $19.1 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $76.5 million in letters of credit and surety bonds issued under bilateral arrangements which guarantee our performance as it relates to our drilling contracts, contract bidding, tax appeals, customs duties, and other obligations in various jurisdictions. We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called. Other contingencies We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements generally provide for certain compensation and other benefits if the employee is terminated without cause or if the employee resigns for good reason (within the meaning set forth in the agreements). In addition, certain of these agreements contain provisions that are triggered upon a change of control of Noble (within the meaning set forth in the agreements) and a termination of employment without cause or if the employee resigns for good reason in connection with a change of control. The agreements initially have three year terms and automatically extend, unless either party provides notice not to extend, and provide for certain compensation and other benefits depending on the circumstances. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 14— Supplemental Financial Information Condensed Consolidated Balance Sheets Information Noble’s restricted cash balance as of June 30, 2023 and December 31, 2022 was $6.6 million and $9.5 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.” 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: Six Months Ended June 30, 2023 2022 Accounts receivable $ (47,998) $ (58,361) Other current assets (35,641) 2,239 Other assets 4,287 (3,971) Accounts payable 18,754 19,221 Other current liabilities (13,450) (17,281) Other liabilities 18,528 25,823 Total net change in assets and liabilities $ (55,520) $ (32,330) 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 June 30, 2023 and December 31, 2022 were $71.3 million and $70.0 million, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15— Subsequent Events On July 11, 2023, Noble announced that its board of directors approved a declaration of a quarterly cash interim dividend on its Ordinary Shares of $0.30 per share. This dividend is to be payable on September 14, 2023, to shareholders of record at close of business on August 17, 2023. On July 26, 2023, Noble received an exercise notice for approximately 2.4 million Tranche 1 Warrants and approximately 2.5 million Tranche 2 Warrants which have not yet settled as of the filing date of this Quarterly Report and is expected to result in the issuance of approximately 4.1 million Ordinary Shares. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ 65,816 | $ 108,063 | $ 37,057 | $ (36,656) | $ 173,879 | $ 401 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) 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, 2022 Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2022 audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Accounting Standards Adopted and Recently Issued Accounting Standards | Accounting Standards Adopted We do not believe that any recently issued accounting standards would have a material effect on the accompanying unaudited condensed consolidated financial statements. Recently Issued Accounting Standards There have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our unaudited condensed consolidated financial statements. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values | The following table represents the preliminary allocation of the total purchase price of Maersk Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Closing Date. Purchase price consideration: Fair value of Noble shares transferred to legacy Maersk Drilling shareholders $ 1,793,351 Cash paid to legacy Maersk Drilling shareholders 887 Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price 6,780 Deal Completion Bonus 6,177 Fair Value of Compulsory Purchase 193,678 Total purchase price consideration $ 2,000,873 Assets acquired: Cash and cash equivalents $ 172,205 Accounts receivable, net 250,251 Taxes receivable 20,603 Prepaid expenses and other current assets (1) 43,168 Total current assets 486,227 Intangible assets 22,991 Property, plant and equipment, net 2,756,096 Other assets (1) 94,882 Total assets acquired 3,360,196 Liabilities assumed: Current maturities of long-term debt 129,130 Accounts payable 130,273 Accrued payroll and related costs (1) 23,884 Taxes payable 38,218 Interest payable 800 Other current liabilities 41,253 Total current liabilities 363,558 Long-term debt 596,692 Deferred income taxes 4,071 Noncurrent contract liabilities 237,703 Other liabilities (1) 171,925 Total liabilities assumed 1,373,949 Net assets acquired 1,986,247 Goodwill acquired (1) 14,626 Purchase price consideration $ 2,000,873 (1) During the six months ended June 30, 2023, the Company recorded tax adjustments, which resulted in a net increase to deferred tax assets of $25.2 million, a net increase to reserves for uncertain tax positions of $13.8 million, and a decrease of goodwill of $11.4 million. Other adjustments were made to remeasure certain payroll tax related balances. The effect of the changes to the provisional amounts on the current period statement of operations that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the Closing Date was immaterial. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Income (Loss) Per Share | The following table presents the computation of basic and diluted income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income (loss) $ 65,816 $ 37,057 $ 173,879 $ 401 Denominator: Weighted average shares outstanding – basic 138,058 69,789 136,502 68,722 Dilutive effect of share-based awards 3,242 3,378 3,242 3,378 Dilutive effect of warrants 5,692 9,535 6,810 9,185 Weighted average shares outstanding – diluted 146,992 82,702 146,554 81,285 Per share data Basic Net income (loss) $ 0.48 $ 0.53 $ 1.27 $ 0.01 Diluted Net income (loss) $ 0.45 $ 0.45 $ 1.19 $ — |
Schedule of Antidilutive Securities Excluded from Computation of Income (Loss) Per Share | The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Share-based awards — — — — Warrants (1) 2,774 2,778 2,774 2,778 (1) Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, at Cost | Property and equipment, at cost, for Noble consisted of the following: June 30, 2023 December 31, 2022 Drilling equipment and facilities $ 4,100,796 $ 3,997,498 Construction in progress 188,062 123,911 Other 40,144 41,796 Property and equipment, at cost $ 4,329,002 $ 4,163,205 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively: June 30, 2023 December 31, 2022 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 8.000% Senior Notes due April 2030 $ 585,389 $ 608,058 $ — $ — 11.000% Senior Notes due February 2028 — — 173,695 192,353 Credit facility Amended and Restated Senior Secured Revolving Credit Facility matures April 2028 — — — — Term Loans New DNB Credit Facility matures December 2025 — — 349,360 350,000 DSF Credit Facility matures December 2023 — — 149,715 149,715 Total debt 585,389 608,058 672,770 692,068 Less: Current maturities of long-term debt — — 159,715 — Long-term debt $ 585,389 $ 608,058 $ 513,055 $ 692,068 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” for the three and six months ended June 30, 2023 and 2022. All amounts within the table are shown net of tax. Defined Benefit Pension Items (1) Balance at December 31, 2022 $ 3,647 Activity during period: Other comprehensive income before reclassifications (2,186) Amounts reclassified from AOCI — Net other comprehensive income (loss) (2,186) Balance at March 31, 2023 1,461 Activity during period: Other comprehensive loss before reclassifications 41 Amounts reclassified from AOCI — Net other comprehensive loss 41 Balance at June 30, 2023 $ 1,502 Defined Benefit Pension Items (1) Balance at December 31, 2021 $ 5,389 Activity during period: Other comprehensive income before reclassifications (424) Amounts reclassified from AOCI — Net other comprehensive income (loss) (424) Balance at March 31, 2022 4,965 Activity during period: Other comprehensive loss before reclassifications (1,163) Amounts reclassified from AOCI — Net other comprehensive loss (1,163) Balance at June 30, 2022 $ 3,802 (1) Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information. |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Rig Types | The following table provides information about contract drilling revenue by rig types: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Floaters $ 493,983 $ 202,690 $ 970,216 343,903 Jackups 112,197 59,773 211,254 113,595 Total $ 606,180 $ 262,463 $ 1,181,470 $ 457,498 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: June 30, 2023 December 31, 2022 Current customer contract assets $ 9,051 $ 11,169 Noncurrent customer contract assets 289 368 Total customer contract assets 9,340 11,537 Current deferred revenue (26,163) (40,214) Noncurrent deferred revenue (14,727) (19,583) Total deferred revenue $ (40,891) $ (59,797) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2023 and 2022 are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2022 $ 11,537 $ (59,797) Amortization of deferred costs (14,206) — Additions to deferred costs 12,009 — Amortization of deferred revenue — 38,481 Additions to deferred revenue — (19,575) Total (2,197) 18,906 Net balance at June 30, 2023 $ 9,340 $ (40,891) Net balance at December 31, 2021 $ 5,744 $ (27,755) Amortization of deferred costs (13,870) — Additions to deferred costs 21,323 — Amortization of deferred revenue — 29,462 Additions to deferred revenue — (46,507) Total 7,453 (17,045) Net balance at June 30, 2022 $ 13,197 $ (44,800) Unfavorable contracts Favorable Balance at December 31, 2022 $ (181,883) $ 34,372 Additions — — Amortization 102,091 (17,354) Balance at June 30, 2023 $ (79,792) $ 17,018 Balance at December 31, 2021 $ — $ 61,849 Additions — — Amortization — (28,355) Balance at June 30, 2022 $ — $ 33,494 Estimated future amortization over the expected remaining contract periods: For the Years Ended December 31, 2023 2024 2025 Total Unfavorable contracts $ 31,145 $ 40,439 $ 8,208 $ 79,792 Favorable contracts $ (6,394) $ (10,624) $ — $ (17,018) Total $ 24,751 $ 29,815 $ 8,208 $ 62,774 |
Schedule of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of June 30, 2023: For the Years Ended December 31, 2023 2024 2025 2026 2027 and beyond Total Floaters $ 19,341 $ 8,268 $ 6,846 $ — $ — $ 34,455 Jackups 1,164 2,228 2,205 622 — 6,219 Other 217 — — — — 217 Total $ 20,722 $ 10,496 $ 9,051 $ 622 $ — $ 40,891 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs (Gains) | Pension costs (gain) include the following components for the three months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 Non-US US Non-US US Interest cost $ 575 $ 2,248 $ 298 $ 1,688 Return on plan assets (491) (2,396) (347) (3,145) Recognized net actuarial (gain) loss 63 (57) — (5) Net pension benefit cost (gain) $ 147 $ (205) $ (49) $ (1,462) Six Months Ended June 30, 2023 2022 Non-US US Non-US US Interest cost $ 1,124 $ 4,496 621 3,376 Return on plan assets (959) (4,790) (723) (6,290) Recognized net actuarial (gain) loss 122 (115) — (10) Net pension benefit cost (gain) $ 287 $ (409) $ (102) $ (2,924) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, 2023 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets Foreign currency forward contracts $ 1,052 $ — $ 1,052 $ — Liabilities Foreign currency forward contracts $ 659 $ — $ 659 $ — December 31, 2022 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets Foreign currency forward contracts $ 2,422 $ — $ 2,422 $ — Liabilities Foreign currency forward contracts $ 1,124 $ — $ 1,124 $ — |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Value of Currency Derivative Contracts | The following table summarizes notional value of currency derivative contracts as of June 30, 2023: June 30, 2023 Foreign Currency USD Equivalent DKK to USD 194,424 27,759 AUD to USD 22,494 15,432 GBP to USD 4,327 5,287 |
Schedule of Gains (Losses) from Derivative Instruments | The following gains (losses) from derivative instruments were recognized on our Condensed Consolidated Statements of Operations: Derivative Instrument Description Three Months Ended Six Months Ended Foreign currency forward contracts Realized gain (loss) 581 464 Foreign currency forward contracts Unrealized gain (loss) (918) (905) |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Financial Information [Abstract] | |
Schedule of 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: Six Months Ended June 30, 2023 2022 Accounts receivable $ (47,998) $ (58,361) Other current assets (35,641) 2,239 Other assets 4,287 (3,971) Accounts payable 18,754 19,221 Other current liabilities (13,450) (17,281) Other liabilities 18,528 25,823 Total net change in assets and liabilities $ (55,520) $ (32,330) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2023 rig segment jackup floater | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of drilling rigs (vessel) | rig | 32 |
Number of floaters (vessel) | floater | 19 |
Number of jackups (vessel) | jackup | 13 |
Number of reportable segments | segment | 1 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Additional Information (Details) - USD ($) | Oct. 03, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Maersk Drilling | |||
Business Acquisition [Line Items] | |||
Common stock, par value (in usd per share) | $ 10 | ||
Maersk Drilling Merger | |||
Business Acquisition [Line Items] | |||
Business combination, percentage of issued and outstanding shares acquired (more than) | 90% | ||
Total purchase price consideration | $ 2,000,873,000 | ||
Cash paid to acquire business | 5,600,000 | ||
Non-cash consideration to acquire business | 2,000,000,000 | ||
Goodwill, expected tax deductible amount | $ 0 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Allocation of Purchase Price: Maersk Drilling (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Oct. 03, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Liabilities assumed: | |||
Goodwill acquired | $ 14,626 | $ 26,016 | |
Maersk Drilling Merger | |||
Business Acquisition [Line Items] | |||
Fair value of Noble shares transferred to legacy Maersk Drilling shareholders | $ 1,793,351 | ||
Cash paid to legacy Maersk Drilling shareholders | 887 | ||
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price | 6,780 | ||
Deal Completion Bonus | 6,177 | ||
Fair Value of Compulsory Purchase | 193,678 | ||
Total purchase price consideration | 2,000,873 | ||
Assets acquired: | |||
Cash and cash equivalents | 172,205 | ||
Accounts receivable, net | 250,251 | ||
Taxes receivable | 20,603 | ||
Prepaid expenses and other current assets | 43,168 | ||
Total current assets | 486,227 | ||
Intangible assets | 22,991 | ||
Property, plant and equipment, net | 2,756,096 | ||
Other assets | 94,882 | ||
Total assets acquired | 3,360,196 | ||
Liabilities assumed: | |||
Current maturities of long-term debt | 129,130 | ||
Accounts payable | 130,273 | ||
Accrued payroll and related costs | 23,884 | ||
Taxes payable | 38,218 | ||
Interest payable | 800 | ||
Other current liabilities | 41,253 | ||
Total current liabilities | 363,558 | ||
Long-term debt | 596,692 | ||
Deferred income taxes | 4,071 | ||
Noncurrent contract liabilities | 237,703 | ||
Other liabilities | 171,925 | ||
Total liabilities assumed | 1,373,949 | ||
Net assets acquired | 1,986,247 | ||
Goodwill acquired | 14,626 | ||
Purchase price consideration | $ 2,000,873 | ||
Net increase to deferred tax assets | 25,200 | ||
Net increase to reserves for uncertain tax positions | 13,800 | ||
Decrease of goodwill | $ 11,400 |
Income (Loss) Per Share - Compu
Income (Loss) Per Share - Computation of Basic and Diluted Income (Loss) Per Share for Noble-UK (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net income (loss) | $ 65,816 | $ 108,063 | $ 37,057 | $ (36,656) | $ 173,879 | $ 401 |
Denominator: | ||||||
Weighted average shares outstanding - basic (in shares) | 138,058 | 69,789 | 136,502 | 68,722 | ||
Dilutive effect of share-based awards (in shares) | 3,242 | 3,378 | 3,242 | 3,378 | ||
Dilutive effect of warrants (in shares) | 5,692 | 9,535 | 6,810 | 9,185 | ||
Weighted average shares outstanding - diluted (in shares) | 146,992 | 82,702 | 146,554 | 81,285 | ||
Basic | ||||||
Net income (loss) (in usd per share) | $ 0.48 | $ 0.53 | $ 1.27 | $ 0.01 | ||
Diluted | ||||||
Net income (loss) (in usd per share) | $ 0.45 | $ 0.45 | $ 1.19 | $ 0 |
Income (Loss) Per Share - Antid
Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 | 0 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 2,774 | 2,778 | 2,774 | 2,778 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares, shares outstanding (in shares) | 137,084,000 | 137,084,000 | 134,681,000 | |
Shareholder authority to repurchase, percentage of issued share capital | 15% | 15% | ||
Shareholder authority to repurchase, period | 5 years | |||
Share repurchase authorized (in shares) | 20,600,000 | 20,600,000 | ||
Stock repurchased and cancelled during period (in shares) | 1,600,000 | 1,800,000 | ||
2022 Long-Term Incentive Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total number of shares issuable under incentive plan (in shares) | 1,300,000 | 1,300,000 | ||
Tranche 1 Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrant outstanding (in shares) | 3,600,000 | 3,600,000 | 6,200,000 | |
Warrants converted into rights (in shares) | 1 | |||
Exercise price of warrants (in usd per share) | $ 19.27 | |||
Tranche 2 Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrant outstanding (in shares) | 3,600,000 | 3,600,000 | 5,600,000 | |
Warrants converted into rights (in shares) | 1 | |||
Exercise price of warrants (in usd per share) | $ 23.13 | |||
Tranche 3 Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrant outstanding (in shares) | 2,800,000 | 2,800,000 | 2,800,000 | |
Warrants converted into rights (in shares) | 1 | |||
Exercise price of warrants (in usd per share) | $ 124.40 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 4,329,002 | $ 4,163,205 |
Drilling equipment and facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 4,100,796 | 3,997,498 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 188,062 | 123,911 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 40,144 | $ 41,796 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Capital expenditures, including capitalized interest | $ 115.9 | $ 31.3 | $ 170.9 | $ 76.1 | |
Proceeds from sale of property, plant, and equipment | $ 14.2 | ||||
Gain on disposition of property plant equipment | $ 6.8 |
Debt - Senior Secured Revolving
Debt - Senior Secured Revolving Credit Facility (Details) - Line of Credit - 2021 Revolving Credit Agreement | Feb. 05, 2021 USD ($) |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Credit facility of maximum borrowing capacity | $ 675,000,000 |
Increase of applicable margin | 0.50% |
Increase of applicable margin with conditions | 0.50% |
Debt covenant, aggregate amount of available cash (not exceed) | $ 100,000,000 |
Debt covenant, consolidated first lien net leverage ratio | 5.50 |
Debt covenant, aggregate principal outstanding borrowing amount with condition (not exceed) | $ 610,000,000 |
Debt covenant, asset coverage ratio (at least) | 2 |
Debt mandatory prepayments term, available cash benchmark | $ 150,000,000 |
Debt financial maintenance covenant, ratio of asset coverage aggregate rig value to aggregate principal amount of loans and letters of credit outstanding | 2 |
Revolving Credit Facility | Debt Covenant Period One | |
Debt Instrument [Line Items] | |
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2 |
Revolving Credit Facility | Debt Covenant Period Two | |
Debt Instrument [Line Items] | |
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2.25 |
Revolving Credit Facility | Fed Funds Effective Rate | Variable Rate Component One | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Revolving Credit Facility | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 4.75% |
Revolving Credit Facility | LIBOR | Variable Rate Component One | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1% |
Revolving Credit Facility | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.75% |
Letter of Credit | |
Debt Instrument [Line Items] | |
Credit facility of maximum borrowing capacity | $ 67,500,000 |
Debt - Amended and Restated Sen
Debt - Amended and Restated Senior Secured Revolving Credit Agreement (Details) - 2013 Revolving Credit Agreement - Revolving Credit Facility - Line of Credit - USD ($) | Apr. 18, 2023 | Jun. 30, 2023 |
Debt Instrument [Line Items] | ||
Credit facility of maximum borrowing capacity | $ 550,000,000 | |
Long-term debt | $ 0 | |
Letters of credit outstanding amount | $ 19,100,000 | |
Debt covenant, revenue from collateral rigs to revenue of all rigs, threshold percentage | 80% | |
Debt covenant, ratio of aggregated value from collateral rigs to the commitment (at least) | 500% | |
Debt, interest rate on overdue principal | 2% | |
Debt, excess interest rate | 2% | |
Debt mandatory prepayments term, available cash benchmark | $ 250,000,000 | |
Debt covenant, interest coverage ratio | 250% | |
Debt covenant leverage ratio (no greater than) | 3 | |
Period from and including the Effective Date to and including the third anniversary of the Effective Date | ||
Debt Instrument [Line Items] | ||
Debt commitment fee percentage | 0.50% | |
Period from the third anniversary of the Effective Date to and including the fourth anniversary of the Effective Date | ||
Debt Instrument [Line Items] | ||
Debt commitment fee percentage | 1% | |
Thereafter | ||
Debt Instrument [Line Items] | ||
Debt commitment fee percentage | 0.75% | |
Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.75% | |
Secured Overnight Financing Rate (SOFR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.75% | |
Secured Overnight Financing Rate (SOFR) | Variable Rate Component One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.10% | |
Secured Overnight Financing Rate (SOFR) | Variable Rate Component Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.10% | |
Additional basis spread on variable rate | 1% | |
Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.75% | |
Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.75% | |
NYFRB Rate | Variable Rate Component Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% |
Debt - 8.000% Senior Notes due
Debt - 8.000% Senior Notes due 2030 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Apr. 18, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||
Operating income (loss) from subsidiary to parent, difference, amount | $ 16,300,000 | $ 30,800,000 | |
8.000% Senior Notes due 2030 | Senior Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 8% | ||
Aggregate principal amount | $ 600,000,000 | ||
8.000% Senior Notes due 2030 | Senior Unsecured Notes | Any time prior to April 15, 2026 | |||
Debt Instrument [Line Items] | |||
Debt, maximum percentage of principal amount can be redeemed | 40% | ||
Percentage of principal amount redeemed | 108% | ||
8.000% Senior Notes due 2030 | Senior Unsecured Notes | Addition prior to April 15, 2026 | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount redeemed | 100% | ||
8.000% Senior Notes due 2030 | Senior Unsecured Notes | After April 15, 2026 | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount redeemed | 104% | ||
8.000% Senior Notes due 2030 | Senior Unsecured Notes | Change of Control Triggering Event | |||
Debt Instrument [Line Items] | |||
Percentage of principal amount redeemed | 101% |
Debt - Second Lien Notes (Detai
Debt - Second Lien Notes (Details) - Second Lien Notes - Secured Debt - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 18, 2023 | Aug. 31, 2022 | Dec. 31, 2022 | Feb. 05, 2021 | |
Debt Instrument [Line Items] | ||||
Debt, aggregate subscription price | $ 200 | |||
Debt face amount | 216 | |||
Debt, backstop fee | $ 16 | |||
Repurchase amount | $ 173.7 | $ 1.8 | $ 45.1 | |
Recognized a loss repurchase amount | $ (25.7) | $ (0.2) | $ (4.4) | |
Interest Payable in Cash | ||||
Debt Instrument [Line Items] | ||||
Interest rate on borrowings | 11% | |||
Interest Payable Half in Cash and Half by Issuing PIK Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate on borrowings | 13% | |||
Interest Payable by Issuing PIK Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate on borrowings | 15% |
Debt - DNB Credit Facility and
Debt - DNB Credit Facility and New DNB Credit Facility (Details) | 3 Months Ended | 6 Months Ended | ||||
Apr. 18, 2023 USD ($) | Dec. 22, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 26,397,000 | $ 0 | $ 26,397,000 | $ 0 | ||
New DNB Credit Facility matures December 2025 | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Borrowings on credit facilities | $ 350,000,000 | |||||
Debt covenant, liquidity amount (no less than) | 200,000,000 | |||||
Repayments of credit facilities | $ 347,500,000 | |||||
Loss on extinguishment of debt | $ 700,000 | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Maersk Drilling | ||||||
Debt Instrument [Line Items] | ||||||
Debt covenant, liquidity amount (no less than) | $ 50,000,000 | |||||
Debt covenant leverage ratio (no greater than) | 4.75 | |||||
Debt covenant equity ratio | 35% | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Months 13 to 24 after the Utilization Date | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 4.10% | |||||
Debt quarterly margin | 0.15% | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Months 25 to 36 after the Utilization Date | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 5.10% | |||||
Debt quarterly margin | 0.25% | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Debt Instrument, Payment Period One | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment | $ 2,500,000 | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Debt Instrument, Payment Period Two | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment | 7,500,000 | |||||
New DNB Credit Facility matures December 2025 | Line of Credit | Debt Instrument, Payment Period Three | ||||||
Debt Instrument [Line Items] | ||||||
Periodic payment | $ 12,500,000 |
Debt - Debt Open Market Repurch
Debt - Debt Open Market Repurchases (Details) - Second Lien Notes - Secured Debt - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 18, 2023 | Aug. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Aggregate principal amount of debt repurchased | $ 1.6 | $ 40.7 | |
Repurchase amount | $ 173.7 | 1.8 | 45.1 |
Loss on repurchase of debt | $ 25.7 | $ 0.2 | $ 4.4 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: Current maturities of long-term debt | $ 0 | $ 159,715 |
Long-term debt | 585,389 | 513,055 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 585,389 | 672,770 |
Less: Current maturities of long-term debt | 0 | 159,715 |
Long-term debt | 585,389 | 513,055 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 608,058 | 692,068 |
Less: Current maturities of long-term debt | 0 | 0 |
Long-term debt | 608,058 | 692,068 |
Line of Credit | Revolving Credit Facility | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 0 |
Line of Credit | Revolving Credit Facility | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 0 |
8.000% Senior Notes due April 2030 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 8% | |
8.000% Senior Notes due April 2030 | Secured Debt | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 585,389 | 0 |
8.000% Senior Notes due April 2030 | Secured Debt | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 608,058 | 0 |
11.000% Senior Notes due February 2028 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 11% | |
11.000% Senior Notes due February 2028 | Secured Debt | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 173,695 |
11.000% Senior Notes due February 2028 | Secured Debt | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 192,353 |
New DNB Credit Facility matures December 2025 | Term Loans | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 349,360 |
New DNB Credit Facility matures December 2025 | Term Loans | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 350,000 |
DSF Credit Facility matures December 2023 | Term Loans | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 149,715 |
DSF Credit Facility matures December 2023 | Term Loans | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 149,715 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 3,704,307 | $ 3,607,085 | $ 1,465,534 | $ 1,500,627 | $ 3,607,085 | $ 1,500,627 |
Other comprehensive income (loss), net | 41 | (2,186) | (1,163) | (424) | (2,145) | (1,587) |
Ending balance | 3,719,420 | 3,704,307 | 1,508,794 | 1,465,534 | 3,719,420 | 1,508,794 |
Defined Benefit Pension Items | ||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||
Beginning balance | 1,461 | 3,647 | 4,965 | 5,389 | 3,647 | 5,389 |
Other comprehensive income (loss) before reclassifications | 41 | (2,186) | (1,163) | (424) | ||
Amounts reclassified from AOCI | 0 | 0 | 0 | 0 | ||
Other comprehensive income (loss), net | 41 | (2,186) | (1,163) | (424) | ||
Ending balance | $ 1,502 | $ 1,461 | $ 3,802 | $ 4,965 | $ 1,502 | $ 3,802 |
Revenue and Customers - Disaggr
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ 638,535 | $ 275,153 | $ 1,248,589 | $ 485,383 |
Contract drilling services | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 606,180 | 262,463 | 1,181,470 | 457,498 |
Floaters | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 493,983 | 202,690 | 970,216 | 343,903 |
Jackups | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ 112,197 | $ 59,773 | $ 211,254 | $ 113,595 |
Revenue and Customers - Additio
Revenue and Customers - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Oct. 03, 2022 | Feb. 05, 2021 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | |||
Favorable customer contracts, fair value adjustments | $ 23 | $ 113.4 | |
Unfavorable customer contracts, fair value adjustment | $ 237.7 | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Payment term | 30 days | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Payment term | 60 days |
Revenue and Customers - Contrac
Revenue and Customers - Contract Assets, and Contract Liabilities with Customers (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||||
Current customer contract assets | $ 9,051 | $ 11,169 | ||
Noncurrent customer contract assets | 289 | 368 | ||
Total customer contract assets | 9,340 | 11,537 | $ 13,197 | $ 5,744 |
Current deferred revenue | (26,163) | (40,214) | ||
Noncurrent deferred revenue | (14,727) | (19,583) | ||
Total deferred revenue | $ (40,891) | $ (59,797) | $ (44,800) | $ (27,755) |
Revenue and Customers - Signifi
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Contract Assets | ||
Contract assets, beginning balance | $ 11,537 | $ 5,744 |
Amortization of deferred costs | (14,206) | (13,870) |
Additions to deferred costs | 12,009 | 21,323 |
Total | (2,197) | 7,453 |
Contract assets, ending balance | 9,340 | 13,197 |
Contract Liabilities | ||
Contract liabilities, beginning balance | (59,797) | (27,755) |
Amortization of deferred revenue | 38,481 | 29,462 |
Additions to deferred revenue | (19,575) | (46,507) |
Total | 18,906 | (17,045) |
Contract liabilities, ending balance | $ (40,891) | $ (44,800) |
Revenue and Customers - Remaini
Revenue and Customers - Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 40,891 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 20,722 |
Performance obligation, expected timing of satisfaction | 6 months |
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 | $ 10,496 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 9,051 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 622 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 34,455 |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 19,341 |
Performance obligation, expected timing of satisfaction | 6 months |
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 | $ 8,268 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 6,846 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 6,219 |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 1,164 |
Performance obligation, expected timing of satisfaction | 6 months |
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 | $ 2,228 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 2,205 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 622 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Other | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 217 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 217 |
Performance obligation, expected timing of satisfaction | 6 months |
Other | 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 | 1 year |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction |
Revenue and Customers - Favorab
Revenue and Customers - Favorable and Unfavorable contracts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Unfavorable contracts | ||
Beginning balance | $ (181,883) | |
Ending balance | (79,792) | |
Maersk Drilling | ||
Unfavorable contracts | ||
Beginning balance | (181,883) | $ 0 |
Additions | 0 | 0 |
Amortization | 102,091 | 0 |
Ending balance | (79,792) | 0 |
Maersk Drilling | Favorable contracts | ||
Favorable contracts | ||
Beginning balance | 34,372 | 61,849 |
Additions | 0 | 0 |
Amortization | (17,354) | (28,355) |
Ending balance | $ 17,018 | $ 33,494 |
Revenue and Customers - Estimat
Revenue and Customers - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Unfavorable contracts | ||||
Noncurrent contract liabilities | $ 79,792 | $ 181,883 | ||
Maersk Drilling | ||||
Unfavorable contracts | ||||
2023 | 31,145 | |||
2024 | 40,439 | |||
2025 | 8,208 | |||
Noncurrent contract liabilities | 79,792 | 181,883 | $ 0 | $ 0 |
Total | ||||
2023 | 24,751 | |||
2024 | 29,815 | |||
2025 | 8,208 | |||
Total | 62,774 | |||
Maersk Drilling | Favorable contracts | ||||
Favorable contracts | ||||
2023 | (6,394) | |||
2024 | (10,624) | |||
2025 | 0 | |||
Favorable contracts | $ (17,018) | $ (34,372) | $ (33,494) | $ (61,849) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred tax assets, net of valuation allowance | $ 181.6 | $ 181.6 | |
Deferred tax liabilities | 9.8 | 9.8 | |
Valuation allowance | 19.2 | 19.2 | |
Reserves for uncertain tax positions | 196.9 | 196.9 | $ 175.9 |
Unrecognized tax benefits | 0.1 | 0.1 | $ 0.3 |
Deferred tax expenses related to contract fair value amortization | 4.7 | 8.9 | |
Foreign Tax Authority | Guyana, Norway, Switzerland And Luxembourg | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | 50.7 | ||
Foreign Tax Authority | GUYANA | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | 84.6 | ||
Foreign Tax Authority | NORWAY | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | 3.9 | ||
Foreign Tax Authority | SWITZERLAND | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | 7.2 | ||
Foreign Tax Authority | GHANA | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Tax expense (benefit) related to uncertain tax position | (6.8) | (6.8) | |
Foreign Tax Authority | Mexico | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Tax expense (benefit) related to uncertain tax position | 9.8 | 9.8 | |
Foreign Tax Authority | Guyana, Australia And Luxembourg | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Tax expenses (benefits) related to various recurring items | $ 42.2 | 67.4 | |
Foreign Tax Authority | Guyana, Norway And Switzerland | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Tax expense (benefit) related to uncertain tax position | $ (95.8) |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, contributions by employer | $ 0 | $ 0 | $ 0 | $ 0 |
Defined benefit plans, service costs | 0 | 0 | 0 | 0 |
Non-US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 575,000 | 298,000 | 1,124,000 | 621,000 |
Return on plan assets | (491,000) | (347,000) | (959,000) | (723,000) |
Recognized net actuarial (gain) loss | 63,000 | 0 | 122,000 | 0 |
Net pension benefit cost (gain) | 147,000 | (49,000) | 287,000 | (102,000) |
US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | 2,248,000 | 1,688,000 | 4,496,000 | 3,376,000 |
Return on plan assets | (2,396,000) | (3,145,000) | (4,790,000) | (6,290,000) |
Recognized net actuarial (gain) loss | (57,000) | (5,000) | (115,000) | (10,000) |
Net pension benefit cost (gain) | $ (205,000) | $ (1,462,000) | $ (409,000) | $ (2,924,000) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Recurring - Foreign currency forward contracts - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) | ||
Assets | ||
Foreign currency forward contracts | $ 0 | $ 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets | ||
Foreign currency forward contracts | 1,052 | 2,422 |
Liabilities | ||
Foreign currency forward contracts | 659 | 1,124 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Foreign currency forward contracts | 0 | 0 |
Liabilities | ||
Foreign currency forward contracts | 0 | 0 |
Carrying Value | ||
Assets | ||
Foreign currency forward contracts | 1,052 | 2,422 |
Liabilities | ||
Foreign currency forward contracts | $ 659 | $ 1,124 |
Derivative Instruments - Notion
Derivative Instruments - Notional Amounts of Outstanding Derivative (Details) - Jun. 30, 2023 - Foreign currency forward contracts £ in Thousands, kr in Thousands, $ in Thousands, $ in Thousands | DKK (kr) | USD ($) | AUD ($) | GBP (£) |
DKK to USD | ||||
Derivative [Line Items] | ||||
Notional amount | kr 194,424 | $ 27,759 | ||
AUD to USD | ||||
Derivative [Line Items] | ||||
Notional amount | 15,432 | $ 22,494 | ||
GBP to USD | ||||
Derivative [Line Items] | ||||
Notional amount | $ 5,287 | £ 4,327 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) from Derivative Instrument (Details) - Foreign currency forward contracts - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Realized gain (loss) | $ 581 | $ 464 |
Unrealized gain (loss) | $ (918) | $ (905) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Other Commitments [Line Items] | |
Other contingencies, agreements with executive officers and employees, term | 3 years |
Revolving Credit Facility | Line of Credit | 2013 Revolving Credit Agreement | |
Other Commitments [Line Items] | |
Letters of credit outstanding amount | $ 19.1 |
Revolving Credit Facility | Letters of Credit and Surety Bonds | |
Other Commitments [Line Items] | |
Letters of credit outstanding amount | 76.5 |
Hurricane Ida Personal Injury Claims | |
Other Commitments [Line Items] | |
Claim insurance deductible amount | $ 5 |
Minimum | |
Other Commitments [Line Items] | |
Percentage of uncertain tax positions likelihood of being sustained | 50% |
Mexico | Customs and Other Business Taxes | Foreign Tax Authority | |
Other Commitments [Line Items] | |
Approximate audit claims assessed | $ 587.6 |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Supplemental Financial Information [Abstract] | ||
Restricted cash | $ 6.6 | $ 9.5 |
Capital expenditures incurred but not yet paid | $ 71.3 | $ 70 |
Supplemental Financial Inform_4
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Financial Information [Abstract] | ||
Accounts receivable | $ (47,998) | $ (58,361) |
Other current assets | (35,641) | 2,239 |
Other assets | 4,287 | (3,971) |
Accounts payable | 18,754 | 19,221 |
Other current liabilities | (13,450) | (17,281) |
Other liabilities | 18,528 | 25,823 |
Total net change in assets and liabilities | $ (55,520) | $ (32,330) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - $ / shares shares in Millions | Jul. 11, 2023 | Jul. 26, 2023 |
Subsequent Event [Line Items] | ||
Common stock dividends declared (in usd per share) | $ 0.30 | |
Number of securities issued by warrants exercises (in shares) | 4.1 | |
Tranche 1 Warrants | ||
Subsequent Event [Line Items] | ||
Number of warrants to be exercised (in shares) | 2.4 | |
Tranche 2 Warrants | ||
Subsequent Event [Line Items] | ||
Number of warrants to be exercised (in shares) | 2.5 |