Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 142,820,806 | |
Entity Central Index Key | 0001895262 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 212,467 | $ 360,794 |
Accounts receivable, net | 590,226 | 548,844 |
Taxes receivable | 72,555 | 39,845 |
Prepaid expenses and other current assets | 95,822 | 112,265 |
Total current assets | 971,070 | 1,061,748 |
Intangible assets | 7,367 | 10,128 |
Property and equipment, at cost | 4,707,614 | 4,591,936 |
Accumulated depreciation | (552,511) | (467,600) |
Property and equipment, net | 4,155,103 | 4,124,336 |
Other assets | 302,611 | 311,225 |
Total assets | 5,436,151 | 5,507,437 |
Current liabilities | ||
Accounts payable | 365,982 | 395,165 |
Accrued payroll and related costs | 61,872 | 97,313 |
Taxes payable | 66,752 | 56,420 |
Interest payable | 22,756 | 10,707 |
Other current liabilities | 86,013 | 82,075 |
Total current liabilities | 603,375 | 641,680 |
Long-term debt | 586,622 | 586,203 |
Deferred income taxes | 10,276 | 11,416 |
Noncurrent contract liabilities | 27,749 | 50,863 |
Other liabilities | 295,106 | 296,035 |
Total liabilities | 1,523,128 | 1,586,197 |
Commitments and contingencies (Note 9) | ||
Shareholders’ equity | ||
Common stock, $0.00001 par value; 142,816,359 and 140,773,750 ordinary shares outstanding as of March 31, 2024, and December 31, 2023, respectively | 1 | 1 |
Additional paid-in capital | 3,331,161 | 3,377,048 |
Retained earnings | 578,858 | 541,159 |
Accumulated other comprehensive income (loss) | 3,003 | 3,032 |
Total shareholders’ equity | 3,913,023 | 3,921,240 |
Total liabilities and equity | $ 5,436,151 | $ 5,507,437 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 |
Ordinary shares, shares outstanding (in shares) | 142,816,359 | 140,773,750 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating revenues | ||
Operating revenues | $ 637,084 | $ 610,054 |
Operating costs and expenses | ||
Depreciation and amortization | 86,698 | 69,942 |
General and administrative | 25,961 | 30,037 |
Merger and integration costs | 9,331 | 11,631 |
Hurricane losses and (recoveries), net | 0 | 3,544 |
Total operating costs and expenses | 529,537 | 502,949 |
Operating income (loss) | 107,547 | 107,105 |
Other income (expense) | ||
Interest expense, net of amounts capitalized | (17,544) | (16,872) |
Interest income and other, net | (4,735) | 2,026 |
Income (loss) before income taxes | 85,268 | 92,259 |
Income tax benefit (provision) | 10,213 | 15,804 |
Net income (loss) | $ 95,481 | $ 108,063 |
Basic: | ||
Net income (loss) (in usd per share) | $ 0.67 | $ 0.80 |
Diluted: | ||
Net income (loss) (in usd per share) | $ 0.66 | $ 0.74 |
Contract drilling services | ||
Operating revenues | ||
Operating revenues | $ 612,425 | $ 575,290 |
Operating costs and expenses | ||
Cost of services | 389,867 | 361,789 |
Reimbursables and other | ||
Operating revenues | ||
Operating revenues | 24,659 | 34,764 |
Operating costs and expenses | ||
Cost of services | $ 17,680 | $ 26,006 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 95,481 | $ 108,063 |
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 $2,436 for the three months ended March 31, 2024 and 2023, respectively | (29) | (2,186) |
Other comprehensive income (loss), net | (29) | (2,186) |
Comprehensive income (loss) | $ 95,452 | $ 105,877 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 | $ 2,436 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net income (loss) | $ 95,481 | $ 108,063 |
Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||
Depreciation and amortization | 86,698 | 69,942 |
Amortization of intangible assets and contract liabilities, net | (20,353) | (53,728) |
Deferred income taxes | (5,275) | (27,237) |
Amortization of share-based compensation | 7,538 | 9,651 |
Other costs, net | 1,705 | 1,184 |
Changes in components of working capital and other operating activities: | ||
Change in taxes receivable | (32,710) | (4,540) |
Net changes in other operating assets and liabilities | (4,395) | (166,415) |
Net cash provided by (used in) operating activities | 128,689 | (63,080) |
Cash flows from investing activities | ||
Capital expenditures | (166,610) | (62,734) |
Net cash provided by (used in) investing activities | (166,610) | (62,734) |
Cash flows from financing activities | ||
Repayments of debt | 0 | (152,215) |
Warrants exercised | 6 | 21 |
Share repurchases | 0 | (10,000) |
Dividend payments | (59,418) | 0 |
Taxes withheld on employee stock transactions | (53,431) | (8,327) |
Net cash provided by (used in) financing activities | (112,843) | (170,521) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (150,764) | (296,335) |
Cash, cash equivalents, and restricted cash, beginning of period | 367,745 | 485,707 |
Cash, cash equivalents, and restricted cash, end of period | $ 216,981 | $ 189,372 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ 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, 2022 | 134,681,000 | ||||
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) | 440,000 | ||||
Shares withheld for taxes on equity transactions | (8,327) | (8,327) | |||
Warrants exercised (in shares) | 3,772,000 | ||||
Warrants exercised | 21 | 21 | |||
Share repurchases (in shares) | (270,000) | ||||
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 | 138,623,000 | ||||
Ending balance at Mar. 31, 2023 | $ 3,704,307 | $ 1 | 3,348,852 | 353,993 | 1,461 |
Beginning balance (in shares) at Dec. 31, 2023 | 140,773,750 | 140,774,000 | |||
Beginning balance at Dec. 31, 2023 | $ 3,921,240 | $ 1 | 3,377,048 | 541,159 | 3,032 |
Employee related equity activity | |||||
Amortization of share-based compensation | 7,538 | 7,538 | |||
Issuance of share-based compensation shares (in shares) | 2,042,000 | ||||
Shares withheld for taxes on equity transactions | (53,431) | (53,431) | |||
Warrants exercised | 6 | 6 | |||
Dividends | (57,782) | (57,782) | |||
Net income (loss) | 95,481 | 95,481 | |||
Other comprehensive income (loss), net | $ (29) | (29) | |||
Ending balance (in shares) at Mar. 31, 2024 | 142,816,359 | 142,816,000 | |||
Ending balance at Mar. 31, 2024 | $ 3,913,023 | $ 1 | $ 3,331,161 | $ 578,858 | $ 3,003 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 the filing date of this report, our fleet of 31 drilling rigs consisted of 18 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. 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, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, 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, 2023, 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 Pronouncements
Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Accounting Pronouncements | Note 2 — Accounting Pronouncements Accounting Standards Adopted There have been no new accounting standards adopted during the current quarter. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement. In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement. |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 3 — Income (Loss) Per Share The following table presents the computation of basic and diluted income (loss) per share: Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ 95,481 $ 108,063 Denominator: Weighted average shares outstanding – basic 141,954 134,751 Dilutive effect of share-based awards 1,574 3,271 Dilutive effect of warrants 1,703 7,971 Weighted average shares outstanding – diluted 145,231 145,993 Per share data Basic Net income (loss) $ 0.67 $ 0.80 Diluted Net income (loss) $ 0.66 $ 0.74 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 March 31, 2024 2023 Warrants (1) 2,774 2,774 (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 March 31, 2024, Noble had approximately 142.8 million A ordinary shares, par value $0.00001 per share (“Ordinary Shares”) outstanding as compared to approximately 140.8 million Ordinary Shares outstanding at December 31, 2023. In addition, as of March 31, 2024, 1.1 million Tranche 1 Warrants, 1.1 million Tranche 2 Warrants, and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 0.4 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan. Our most recent quarterly dividend payment to shareholders, totaling approximately $59.4 million (or $0.40 per share), was declared on February 22, 2024, and paid on March 21, 2024, to shareholders of record at close of business on March 08, 2024. The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board. Share Repurchases Under law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders. Such purchases may be paid for only out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with 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 20,601,161 Ordinary Shares). During the three months ended March 31, 2024, we repurchased none of our Ordinary Shares. During the three months ended March 31, 2023, we repurchased 270,098 of our Ordinary Shares, which were subsequently cancelled. Warrants The tranche 1 warrants (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 (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 (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 — Property and Equipment Property and equipment, at cost, for Noble consisted of the following: March 31, 2024 December 31, 2023 Drilling equipment and facilities $ 4,407,059 $ 4,338,229 Construction in progress 257,545 210,759 Other 43,010 42,948 Property and equipment, at cost $ 4,707,614 $ 4,591,936 Capital additions, including capitalized interest, during the three months ended March 31, 2024 and 2023, totaled $114.9 million and $54.9 million, respectively. As of March 31, 2024 and December 31, 2023 , the rig Noble Explorer qualified as held for sale and was included in “Other assets” on our Condensed Consolidated Balance Sheet at its carrying value of $3.4 million. On April 26, 2024, we closed the sale of the Noble Explorer |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 — Debt Amended and Restated Senior Secured Revolving Credit Agreement In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC (“Noble Finance II”), Noble International Finance Company, 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 Agreement and the facility thereunder, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility provides for commitments of $550.0 million with maturity in 2028. The guarantors (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 March 31, 2024, we had no borrowings outstanding and $23.2 million of letters of credit issued under the 2023 Revolving Credit Agreement. 8.000% Senior Notes due 2030 In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued the $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 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. 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. For the three months ended March 31, 2024, Noble Finance II’s operating income (loss) was $10.9 million higher 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, among the Debtors and the backstop parties thereto, Noble Cayman and Noble Finance Company consummated the Rights Offering of the Second Lien Notes and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million. On April 18, 2023, we redeemed the remaining balance of 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 On October 3, 2022 (the Closing Date”) the merger, pursuant to a Business Combination Agreement, dated November 10, 2021, as amended (the “Business Combination”) by and among Noble, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”) and the other parties thereto, became effective and Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intragroup charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”) and on December 22, 2022, it was terminated and replaced with the New DNB Credit Facility. 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 DSF Credit Facility in connection with the Business Combination, and it was repaid in full on February 23, 2023, using cash on hand. 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 values 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. 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: March 31, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 8.000% Senior Notes due April 2030 $ 586,622 $ 625,440 $ 586,203 $ 626,472 Credit facility Amended and Restated Senior Secured Revolving Credit Facility matures April 2028 — — — — Total debt 586,622 625,440 586,203 626,472 Less: Current maturities of long-term debt — — — — Long-term debt $ 586,622 $ 625,440 $ 586,203 $ 626,472 |
Revenue and Customers
Revenue and Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 6 — Revenue and Customers Disaggregation of Revenue The following table provides information about contract drilling services revenue by rig types: Three Months Ended March 31, 2024 2023 Floaters $ 494,467 $ 476,234 Jackups 117,958 99,056 Total $ 612,425 $ 575,290 Contract Balances Accounts receivable are recognized when the right to the 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 Condensed 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: March 31, 2024 December 31, 2023 Current customer contract assets $ 5,288 $ 4,208 Noncurrent customer contract assets 169 208 Total customer contract assets 5,457 4,416 Current deferred revenue (24,458) (19,679) Noncurrent deferred revenue (35,317) (23,393) Total deferred revenue $ (59,775) $ (43,072) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the three months ended March 31, 2024 and 2023, are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2023 $ 4,416 $ (43,072) Amortization of deferred costs (2,707) — Additions to deferred costs 3,748 — Amortization of deferred revenue — 7,208 Additions to deferred revenue — (23,911) Total 1,041 (16,703) Net balance at March 31, 2024 $ 5,457 $ (59,775) Net balance at December 31, 2022 $ 11,537 $ (59,797) Amortization of deferred costs (5,433) — Additions to deferred costs 6,826 — Amortization of deferred revenue — 19,048 Additions to deferred revenue — (13,813) Total 1,393 5,235 Net balance at March 31, 2023 $ 12,930 $ (54,562) 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. Off-market Customer Contract Assets and Liabilities Upon emergence from Chapter 11 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 contracts Balance at December 31, 2023 $ (50,863) $ 10,128 Amortization 23,114 (2,761) Balance at March 31, 2024 $ (27,749) $ 7,367 Balance at December 31, 2022 $ (181,883) $ 34,372 Amortization 60,689 (6,961) Balance at March 31, 2023 $ (121,194) $ 27,411 Estimated future amortization over the expected remaining contract periods: For the Year Ended December 31, 2024 Total Unfavorable contracts $ 27,749 $ 27,749 Favorable contracts (7,367) (7,367) Total $ 20,382 $ 20,382 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes At March 31, 2024, the Company had deferred tax assets of $209.5 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $10.3 million, inclusive of a valuation allowance of $18.8 million. During the three months ended March 31, 2024, the Company recognized additional discrete deferred tax benefits of $18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg. During the three months ended March 31, 2023, the Company recognized additional deferred tax benefits of $44.0 million and $6.1 million in Guyana and Switzerland, respectively, and recognized a $4.5 million deferred tax expense adjustment in Luxembourg. 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 March 31, 2024, the reserves for uncertain tax positions totaled $181.2 million (net of related tax benefits of $0.1 million). At December 31, 2023, the reserves for uncertain tax positions totaled $202.3 million (net of related tax benefits of $0.1 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 March 31, 2024, our tax provision included tax benefits of $18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg and a tax benefit of $3.2 million related to a release of an uncertain tax position. Such tax benefits are offset by tax expenses related to new uncertain tax positions of $10.1 million and recurring quarterly accruals of $1.4 million in various countries. The OECD, which represents a coalition of member countries, issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting. The recommendations in these white papers are generally aimed at combating what they believe is tax avoidance. Numerous jurisdictions in which we operate have been influenced by these white papers as well as other factors and are increasingly active in evaluating changes to their tax laws. In addition, the OECD has advanced reforms focused on global profit allocation and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for Pillar Two agreed upon by 136 nations. On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan by January 1, 2024. Numerous countries, including the UK, have enacted legislation implementing Pillar Two effective January 1, 2024. While we continue to review additional guidance and regulations as they become available, we do not currently believe the impact of this legislation will result in a material adverse effect on our consolidated financial statements. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 8 — Employee Benefit Plans Pension costs (gain) include the following components for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Non-US US Non-US US Interest cost $ 516 $ 2,188 $ 549 $ 2,248 Return on plan assets (564) (2,311) (468) (2,394) Recognized net actuarial (gain) loss 24 — 59 (58) Net pension benefit cost (gain) $ (24) $ (123) $ 140 $ (204) During the three months ended March 31, 2024 and 2023, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three months ended March 31, 2024 and 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Tax Matters Audit claims of approximately $86.0 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, Guyana related to tax years 2018 to 2021, Saudi Arabia related to tax years 2015 to 2019, Nigeria related to tax years 2011 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 March 31, 2024, we had $23.2 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $72.3 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. We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including other personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations, or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 10 — Supplemental Financial Information Condensed Consolidated Balance Sheets Information Noble’s restricted cash balance as of March 31, 2024 and December 31, 2023, was $4.5 million and $7.0 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: Three Months Ended March 31, 2024 2023 Accounts receivable $ (41,382) $ (94,253) Other current assets 14,102 (16,972) Other assets 17,848 (650) Accounts payable 19,918 (17,317) Other current liabilities (11,543) (35,575) Other liabilities (3,338) (1,648) Total net change in assets and liabilities $ (4,395) $ (166,415) 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 March 31, 2024 and December 31, 2023, were $63.0 million and $114.7 million, respectively. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 95,481 | $ 108,063 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, 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, 2023, 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 There have been no new accounting standards adopted during the current quarter. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement. In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Numerator: Net income (loss) $ 95,481 $ 108,063 Denominator: Weighted average shares outstanding – basic 141,954 134,751 Dilutive effect of share-based awards 1,574 3,271 Dilutive effect of warrants 1,703 7,971 Weighted average shares outstanding – diluted 145,231 145,993 Per share data Basic Net income (loss) $ 0.67 $ 0.80 Diluted Net income (loss) $ 0.66 $ 0.74 |
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 March 31, 2024 2023 Warrants (1) 2,774 2,774 (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) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, at Cost | Property and equipment, at cost, for Noble consisted of the following: March 31, 2024 December 31, 2023 Drilling equipment and facilities $ 4,407,059 $ 4,338,229 Construction in progress 257,545 210,759 Other 43,010 42,948 Property and equipment, at cost $ 4,707,614 $ 4,591,936 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 8.000% Senior Notes due April 2030 $ 586,622 $ 625,440 $ 586,203 $ 626,472 Credit facility Amended and Restated Senior Secured Revolving Credit Facility matures April 2028 — — — — Total debt 586,622 625,440 586,203 626,472 Less: Current maturities of long-term debt — — — — Long-term debt $ 586,622 $ 625,440 $ 586,203 $ 626,472 |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Rig Types | The following table provides information about contract drilling services revenue by rig types: Three Months Ended March 31, 2024 2023 Floaters $ 494,467 $ 476,234 Jackups 117,958 99,056 Total $ 612,425 $ 575,290 |
Schedule of Contract Assets and Contract Liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers: March 31, 2024 December 31, 2023 Current customer contract assets $ 5,288 $ 4,208 Noncurrent customer contract assets 169 208 Total customer contract assets 5,457 4,416 Current deferred revenue (24,458) (19,679) Noncurrent deferred revenue (35,317) (23,393) Total deferred revenue $ (59,775) $ (43,072) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the three months ended March 31, 2024 and 2023, are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2023 $ 4,416 $ (43,072) Amortization of deferred costs (2,707) — Additions to deferred costs 3,748 — Amortization of deferred revenue — 7,208 Additions to deferred revenue — (23,911) Total 1,041 (16,703) Net balance at March 31, 2024 $ 5,457 $ (59,775) Net balance at December 31, 2022 $ 11,537 $ (59,797) Amortization of deferred costs (5,433) — Additions to deferred costs 6,826 — Amortization of deferred revenue — 19,048 Additions to deferred revenue — (13,813) Total 1,393 5,235 Net balance at March 31, 2023 $ 12,930 $ (54,562) Unfavorable contracts Favorable contracts Balance at December 31, 2023 $ (50,863) $ 10,128 Amortization 23,114 (2,761) Balance at March 31, 2024 $ (27,749) $ 7,367 Balance at December 31, 2022 $ (181,883) $ 34,372 Amortization 60,689 (6,961) Balance at March 31, 2023 $ (121,194) $ 27,411 Estimated future amortization over the expected remaining contract periods: For the Year Ended December 31, 2024 Total Unfavorable contracts $ 27,749 $ 27,749 Favorable contracts (7,367) (7,367) Total $ 20,382 $ 20,382 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Pension Costs (Gains) | Pension costs (gain) include the following components for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Non-US US Non-US US Interest cost $ 516 $ 2,188 $ 549 $ 2,248 Return on plan assets (564) (2,311) (468) (2,394) Recognized net actuarial (gain) loss 24 — 59 (58) Net pension benefit cost (gain) $ (24) $ (123) $ 140 $ (204) |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, 2024 2023 Accounts receivable $ (41,382) $ (94,253) Other current assets 14,102 (16,972) Other assets 17,848 (650) Accounts payable 19,918 (17,317) Other current liabilities (11,543) (35,575) Other liabilities (3,338) (1,648) Total net change in assets and liabilities $ (4,395) $ (166,415) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | 3 Months Ended | |
Mar. 31, 2024 segment | May 07, 2024 rig jackup floater | |
Property, Plant and Equipment [Line Items] | ||
Number of reportable segments | segment | 1 | |
Subsequent Event | ||
Property, Plant and Equipment [Line Items] | ||
Number of jackups | jackup | 13 | |
Number of floaters | floater | 18 | |
Number of drilling rigs | rig | 31 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) | $ 95,481 | $ 108,063 |
Denominator: | ||
Weighted average shares outstanding - basic (in shares) | 141,954 | 134,751 |
Dilutive effect of share-based awards (in shares) | 1,574 | 3,271 |
Dilutive effect of warrants (in shares) | 1,703 | 7,971 |
Weighted average shares outstanding - diluted (in shares) | 145,231 | 145,993 |
Basic | ||
Net income (loss) (in usd per share) | $ 0.67 | $ 0.80 |
Diluted | ||
Net income (loss) (in usd per share) | $ 0.66 | $ 0.74 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
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 | 2,774 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 21, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares, shares outstanding (in shares) | 142,816,359 | 140,773,750 | ||
Ordinary shares, par value (in dollars per share) | $ 0.00001 | |||
Payments of dividends | $ 59,400 | $ 59,418 | $ 0 | |
Common stock dividends paid (in usd per share) | $ 0.40 | |||
Shareholder authority to repurchase, percentage of issued share capital | 15% | |||
Shareholder authority to repurchase, period | 5 years | |||
Share repurchase authorized (in shares) | 20,601,161 | |||
Stock repurchased and cancelled during period (in shares) | 0 | 270,098 | ||
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) | 400,000 | |||
Tranche 1 Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrant outstanding (in shares) | 1,100,000 | |||
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) | 1,100,000 | |||
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 | |||
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 4,707,614 | $ 4,591,936 |
Drilling equipment and facilities | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 4,407,059 | 4,338,229 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 257,545 | 210,759 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 43,010 | $ 42,948 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |||
Capital expenditures, including capitalized interest | $ 114.9 | $ 54.9 | |
Asset held-for-sale | $ 3.4 | $ 3.4 |
Debt - Amended and Restated Sen
Debt - Amended and Restated Senior Secured Revolving Credit Agreement (Details) - Credit facility - USD ($) | Mar. 31, 2024 | Apr. 18, 2023 |
Credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | |
2023 Revolving Credit Agreement | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding amount | $ 23,200,000 | |
2023 Revolving Credit Agreement | Credit facility | ||
Debt Instrument [Line Items] | ||
Credit facility of maximum borrowing capacity | $ 550,000,000 |
Debt - 8.000% Senior Notes due
Debt - 8.000% Senior Notes due 2030 (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Apr. 18, 2023 | |
Debt Instrument [Line Items] | ||
Operating income (loss) from subsidiary to parent, difference, amount | $ 10,900,000 | |
8.000% Senior Notes due April 2030 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 8% | |
Debt face amount | $ 600,000,000 |
Debt - Second Lien Notes (Detai
Debt - Second Lien Notes (Details) - Second Lien Notes - Secured Debt - USD ($) $ in Millions | Apr. 18, 2023 | Feb. 05, 2021 |
Debt Instrument [Line Items] | ||
Debt, aggregate subscription price | $ 200 | |
Debt repurchase amount | $ 173.7 | |
Loss on repurchase of debt instrument | $ 25.7 |
Debt - DNB Credit Facility and
Debt - DNB Credit Facility and New DNB Credit Facility (Details) - New DNB Credit Facility matures December 2025 - Credit facility $ in Millions | Apr. 18, 2023 USD ($) |
Debt Instrument [Line Items] | |
Repayments of credit facilities | $ 347.5 |
Loss on extinguishment of debt, net | $ 0.7 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 586,622,000 | $ 586,203,000 |
Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 586,622,000 | 586,203,000 |
Less: Current maturities of long-term debt | 0 | 0 |
Long-term debt | 586,622,000 | 586,203,000 |
Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | 625,440,000 | 626,472,000 |
Less: Current maturities of long-term debt | 0 | 0 |
Long-term debt | 625,440,000 | 626,472,000 |
Credit facility | Credit facility | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | |
Credit facility | Credit facility | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | |
Credit facility | Credit facility | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | 0 |
8.000% Senior Notes due April 2030 | Senior secured notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 8% | |
8.000% Senior Notes due April 2030 | Senior secured notes | Carrying Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 586,622,000 | 586,203,000 |
8.000% Senior Notes due April 2030 | Senior secured notes | Estimated Fair Value | ||
Debt Instrument [Line Items] | ||
Total debt | $ 625,440,000 | $ 626,472,000 |
Revenue and Customers - Disaggr
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ 637,084 | $ 610,054 |
Total | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 612,425 | 575,290 |
Floaters | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | 494,467 | 476,234 |
Jackups | ||
Disaggregation of Revenue [Line Items] | ||
Operating revenues | $ 117,958 | $ 99,056 |
Revenue and Customers - Additio
Revenue and Customers - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 03, 2022 | Feb. 05, 2021 | Mar. 31, 2024 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||||
Current customer contract assets | $ 5,288 | $ 4,208 | ||
Noncurrent customer contract assets | 169 | 208 | ||
Total customer contract assets | 5,457 | 4,416 | $ 12,930 | $ 11,537 |
Current deferred revenue | (24,458) | (19,679) | ||
Noncurrent deferred revenue | (35,317) | (23,393) | ||
Total deferred revenue | $ (59,775) | $ (43,072) | $ (54,562) | $ (59,797) |
Revenue and Customers - Signifi
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Contract Assets | ||
Contract assets, beginning balance | $ 4,416 | $ 11,537 |
Amortization of deferred costs | (2,707) | (5,433) |
Additions to deferred costs | 3,748 | 6,826 |
Total | 1,041 | 1,393 |
Contract assets, ending balance | 5,457 | 12,930 |
Contract Liabilities | ||
Contract liabilities, beginning balance | (43,072) | (59,797) |
Amortization of deferred revenue | 7,208 | 19,048 |
Additions to deferred revenue | (23,911) | (13,813) |
Total | (16,703) | 5,235 |
Contract liabilities, ending balance | $ (59,775) | $ (54,562) |
Revenue and Customers - Favorab
Revenue and Customers - Favorable and Unfavorable contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Unfavorable contracts | ||
Beginning balance | $ (50,863) | |
Ending balance | (27,749) | |
Maersk Drilling | ||
Unfavorable contracts | ||
Beginning balance | (50,863) | $ (181,883) |
Amortization | 23,114 | 60,689 |
Ending balance | (27,749) | (121,194) |
Maersk Drilling | Favorable contracts | ||
Favorable contracts | ||
Beginning balance | 10,128 | 34,372 |
Amortization | (2,761) | (6,961) |
Ending balance | $ 7,367 | $ 27,411 |
Revenue and Customers - Estimat
Revenue and Customers - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Unfavorable contracts | ||||
Noncurrent contract liabilities | $ 27,749 | $ 50,863 | ||
Maersk Drilling | ||||
Unfavorable contracts | ||||
2024 | 27,749 | |||
Noncurrent contract liabilities | 27,749 | 50,863 | $ 121,194 | $ 181,883 |
Total | ||||
2024 | 20,382 | |||
Total | 20,382 | |||
Maersk Drilling | Favorable contracts | ||||
Favorable contracts | ||||
2024 | (7,367) | |||
Favorable contracts | $ (7,367) | $ (10,128) | $ (27,411) | $ (34,372) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred tax assets, net of valuation allowance | $ 209.5 | ||
Deferred tax liabilities | 10.3 | ||
Valuation allowance | 18.8 | ||
Reserves for uncertain tax positions | 181.2 | $ 202.3 | |
Uncertain tax positions, related tax benefits | 0.1 | $ 0.1 | |
Other tax expense | 10.1 | ||
Tax expenses (benefits) related to various recurring items | 1.4 | ||
Foreign Tax Authority | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Release of uncertain tax position | 3.2 | ||
Foreign Tax Authority | Guyana, Nigeria, Switzerland And Luxembourg | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | $ 18.5 | ||
Foreign Tax Authority | GUYANA | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | $ 44 | ||
Foreign Tax Authority | SWITZERLAND | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | 6.1 | ||
Foreign Tax Authority | LUXEMBOURG | |||
Components of deferred tax assets and liabilities. [Line Items] | |||
Deferred foreign tax benefits | $ 4.5 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 0 | $ 0 |
Defined benefit plans, service costs | 0 | 0 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 516,000 | 549,000 |
Return on plan assets | (564,000) | (468,000) |
Recognized net actuarial (gain) loss | 24,000 | 59,000 |
Net pension benefit cost (gain) | (24,000) | 140,000 |
US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 2,188,000 | 2,248,000 |
Return on plan assets | (2,311,000) | (2,394,000) |
Recognized net actuarial (gain) loss | 0 | (58,000) |
Net pension benefit cost (gain) | $ (123,000) | $ (204,000) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Other Commitments [Line Items] | |
Other contingencies, agreements with executive officers and employees, term | 3 years |
Credit facility | 2023 Revolving Credit Agreement | |
Other Commitments [Line Items] | |
Letters of credit outstanding amount | $ 23.2 |
Credit facility | Unsecured Debt | |
Other Commitments [Line Items] | |
Letters of credit outstanding amount | 72.3 |
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 | $ 86 |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Supplemental Financial Information [Abstract] | ||
Restricted cash | $ 4.5 | $ 7 |
Capital expenditures incurred but not yet paid | $ 63 | $ 114.7 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash paid during the period for: | ||
Accounts receivable | $ (41,382) | $ (94,253) |
Other current assets | 14,102 | (16,972) |
Other assets | 17,848 | (650) |
Accounts payable | 19,918 | (17,317) |
Other current liabilities | (11,543) | (35,575) |
Other liabilities | (3,338) | (1,648) |
Total net change in assets and liabilities | $ (4,395) | $ (166,415) |