NOBLE CORP PLC, 10-Q filed on 11/1/2023
Quarterly Report
v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Oct. 27, 2023
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 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   141,054,074
Entity Central Index Key 0001895262  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Common Stock    
Document Information [Line Items]    
Title of 12(b) Security A Ordinary Shares, par value $0.00001 per share  
Trading Symbol NE  
Security Exchange Name NYSE  
Tranche 1 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 1 Warrants of Noble Corporation plc  
Trading Symbol NE WS  
Security Exchange Name NYSE  
Tranche 2 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 2 Warrants of Noble Corporation plc  
Trading Symbol NE WSA  
Security Exchange Name NYSE  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 244,792 $ 476,206
Accounts receivable, net 638,746 468,802
Taxes receivable 50,398 34,087
Prepaid expenses and other current assets 97,514 72,695
Total current assets 1,031,450 1,051,790
Intangible assets 11,341 34,372
Property and equipment, at cost 4,413,310 4,163,205
Accumulated depreciation (399,005) (181,904)
Property and equipment, net 4,014,305 3,981,301
Goodwill 0 26,016
Other assets 211,820 141,385
Total assets 5,268,916 5,234,864
Current liabilities    
Current maturities of long-term debt 0 159,715
Accounts payable 281,266 290,690
Accrued payroll and related costs 88,953 76,185
Taxes payable 66,149 56,986
Interest payable 22,399 9,509
Other current liabilities 57,062 74,013
Total current liabilities 515,829 667,098
Long-term debt 585,791 513,055
Deferred income taxes 9,174 9,335
Noncurrent contract liabilities 63,312 181,883
Other liabilities 261,810 256,408
Total liabilities 1,435,916 1,627,779
Commitments and contingencies (Note 12)
Shareholders’ equity    
Common stock, $0.00001 par value; 141,046,102 and 134,680,941 ordinary shares outstanding as of September 30, 2023 and December 31, 2022, respectively 1 1
Additional paid-in capital 3,367,109 3,347,507
Retained earnings 464,453 255,930
Accumulated other comprehensive income (loss) 1,437 3,647
Total shareholders’ equity 3,833,000 3,607,085
Total liabilities and equity $ 5,268,916 $ 5,234,864
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 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) 141,046,102 134,680,941  
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Operating revenues        
Operating revenues $ 697,450 $ 305,872 $ 1,946,039 $ 791,255
Operating costs and expenses        
Depreciation and amortization 77,146 24,868 218,412 77,109
General and administrative 33,039 18,089 95,428 52,300
Merger and integration costs 12,966 9,338 47,049 27,916
(Gain) loss on sale of operating assets, net 0 354 0 (3,105)
Hurricane losses and (recoveries), net 2,642 1,896 22,120 4,701
Total operating costs and expenses 496,674 254,311 1,529,014 726,726
Operating income (loss) 200,776 51,561 417,025 64,529
Other income (expense)        
Interest expense, net of amounts capitalized (13,005) (7,943) (44,539) (23,338)
Gain on bargain purchase 5,005 0 5,005 0
Gain (loss) on extinguishment of debt, net 0 (196) (26,397) (196)
Interest income and other, net 17,206 3,235 16,292 4,766
Income (loss) before income taxes 209,982 46,657 367,386 45,761
Income tax benefit (provision) (51,659) (13,072) (35,184) (11,775)
Net income (loss) $ 158,323 $ 33,585 $ 332,202 $ 33,986
Basic:        
Net income (loss) (in usd per share) $ 1.14 $ 0.48 $ 2.42 $ 0.49
Diluted:        
Net income (loss) (in usd per share) $ 1.09 $ 0.41 $ 2.29 $ 0.42
Contract drilling services        
Operating revenues        
Operating revenues $ 671,004 $ 289,494 $ 1,852,474 $ 746,992
Operating costs and expenses        
Cost of services 354,199 186,482 1,078,521 530,710
Reimbursables and other        
Operating revenues        
Operating revenues 26,446 16,378 93,565 44,263
Operating costs and expenses        
Cost of services $ 16,682 $ 13,284 $ 67,484 $ 37,095
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 158,323 $ 33,585 $ 332,202 $ 33,986
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 $3 for the three months ended September 30, 2023 and 2022, respectively, and $2,436 and $3 for the nine months ended September 30, 2023 and 2022, respectively (65) (1,230) (2,210) (2,817)
Other comprehensive income (loss), net (65) (1,230) (2,210) (2,817)
Comprehensive income (loss) $ 158,258 $ 32,355 $ 329,992 $ 31,169
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 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 $ 3 $ 2,436 $ 3
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities    
Net income (loss) $ 332,202 $ 33,986
Adjustments to reconcile net income (loss) to net cash flow from operating activities:    
Depreciation and amortization 218,412 77,109
Amortization of intangible assets and contract liabilities, net (95,540) 36,525
Gain on bargain purchase (5,005) 0
(Gain) loss on extinguishment of debt, net 26,397 196
(Gain) loss on sale of operating assets, net 0 (6,767)
Deferred income taxes (42,445) (22,081)
Amortization of share-based compensation 28,058 20,907
Other costs, net 7,248 (4,334)
Changes in components of working capital and other operating activities    
Change in taxes receivable (17,927) 118
Net changes in other operating assets and liabilities (164,552) (25,853)
Net cash provided by (used in) operating activities 286,848 109,806
Cash flows from investing activities    
Capital expenditures (268,131) (109,235)
Proceeds from disposal of assets, net 0 15,756
Net cash provided by (used in) investing activities (268,131) (93,479)
Cash flows from financing activities    
Issuance of debt 600,000 0
Borrowings on credit facilities 0 220,000
Repayments of debt (673,411) (1,828)
Debt extinguishment costs (25,697) 0
Debt issuance costs (24,914) 0
Warrants exercised 156 784
Share repurchases (80,000) 0
Dividend payments (42,369) 0
Taxes withheld on employee stock transactions (8,612) (4,926)
Net cash provided by (used in) financing activities (254,847) 214,030
Net increase (decrease) in cash, cash equivalents and restricted cash (236,130) 230,357
Cash, cash equivalents and restricted cash, beginning of period 485,707 196,722
Cash, cash equivalents and restricted cash, end of period $ 249,577 $ 427,079
v3.23.3
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, 2021   60,172,000      
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 20,907   20,907    
Issuance of share-based compensation shares (in shares)   365,000      
Shares withheld for taxes on equity transactions (4,926)   (4,926)    
Warrants exercised (in shares)   9,817,000      
Warrants exercised 784   784    
Net income (loss) 33,986        
Other comprehensive income (loss), net (2,817)        
Ending balance (in shares) at Sep. 30, 2022   70,354,000      
Ending balance at Sep. 30, 2022 1,548,561 $ 1 1,410,020 135,968 2,572
Beginning balance (in shares) at Jun. 30, 2022   67,050,000      
Beginning balance at Jun. 30, 2022 1,508,794 $ 1 1,402,608 102,383 3,802
Employee related equity activity          
Amortization of share-based compensation 7,068   7,068    
Warrants exercised (in shares)   3,304,000      
Warrants exercised 344   344    
Net income (loss) 33,585        
Other comprehensive income (loss), net (1,230)       (1,230)
Ending balance (in shares) at Sep. 30, 2022   70,354,000      
Ending balance at Sep. 30, 2022 $ 1,548,561 $ 1 1,410,020 135,968 2,572
Beginning balance (in shares) at Dec. 31, 2022 134,680,941 134,681,000      
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 28,058   28,058    
Issuance of share-based compensation shares (in shares)   462,000      
Shares withheld for taxes on equity transactions (8,612)   (8,612)    
Warrants exercised (in shares)   7,920,000      
Warrants exercised 156   156    
Share repurchases (in shares)   (2,017,000)      
Share repurchases (80,000)     (80,000)  
Dividend payments (43,679)     (43,679)  
Net income (loss) 332,202        
Other comprehensive income (loss), net $ (2,210)       (2,210)
Ending balance (in shares) at Sep. 30, 2023 141,046,102 141,046,000      
Ending balance at Sep. 30, 2023 $ 3,833,000 $ 1 3,367,109 464,453 1,437
Beginning balance (in shares) at Jun. 30, 2023   137,084,000      
Beginning balance at Jun. 30, 2023 3,719,420 $ 1 3,358,108 359,809 1,502
Employee related equity activity          
Amortization of share-based compensation 9,204   9,204    
Issuance of share-based compensation shares (in shares)   15,000      
Shares withheld for taxes on equity transactions (257)   (257)    
Warrants exercised (in shares)   4,144,000      
Warrants exercised 54   54    
Share repurchases (in shares)   (197,000)      
Share repurchases (10,000)     (10,000)  
Dividend payments (43,679)     (43,679)  
Net income (loss) 158,323        
Other comprehensive income (loss), net $ (65)       (65)
Ending balance (in shares) at Sep. 30, 2023 141,046,102 141,046,000      
Ending balance at Sep. 30, 2023 $ 3,833,000 $ 1 $ 3,367,109 $ 464,453 $ 1,437
v3.23.3
Organization and Basis of Presentation
 9 Months Ended
Sep. 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 September 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.
v3.23.3
Acquisitions
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions
Note 2— Acquisitions
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.
Under the acquisition method of accounting, the assets and liabilities of Maersk Drilling and its subsidiaries were recorded at their respective fair values on the Closing Date. Total consideration for the acquisition was $2.0 billion, which included $5.6 million in net cash paid and $2.0 billion in non-cash consideration, primarily related to Ordinary Shares issued to legacy Maersk shareholders and the replacement of legacy Maersk Drilling restricted stock unit awards. The process for recording the purchase price allocation was completed as of September 30, 2023. The Business Combination resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $5.0 million and is shown as a gain on bargain purchase on Noble’s Condensed Consolidated Statement of Operations. Management reviewed the Maersk Drilling assets acquired and liabilities assumed as well as the assumptions utilized in estimating their fair values. Upon completion of our assessment, the Company concluded that recording a gain on bargain purchase was appropriate and required under US GAAP.
Determining the fair value of the assets and liabilities of Maersk Drilling required 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 other related tangible assets, and the valuation of drilling contracts and other intangibles. The following table represents the 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 shareholders887 
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price6,780 
Deal Completion Bonus6,177 
Fair Value of Compulsory Purchase193,678 
Total purchase price consideration$2,000,873 
Assets acquired:
Cash and cash equivalents$172,205 
Accounts receivable, net250,251 
Taxes receivable (1)
18,987 
Prepaid expenses and other current assets (1)
43,168 
Total current assets484,611 
Intangible assets22,991 
Property, plant and equipment, net2,756,096 
Other assets (1)
94,882 
Total assets acquired3,358,580 
Liabilities assumed:
Current maturities of long-term debt129,130 
Accounts payable130,273 
Accrued payroll and related costs (1)
23,884 
Taxes payable (1)
29,219 
Interest payable800 
Other current liabilities (1)
44,253 
Total current liabilities357,559 
Long-term debt596,692 
Deferred income taxes4,071 
Noncurrent contract liabilities237,703 
Other liabilities (1)
156,677 
Total liabilities assumed1,352,702 
Net assets acquired2,005,878 
Gain on bargain purchase (1)
(5,005)
Purchase price consideration$2,000,873 
(1)During the nine months ended September 30, 2023, the Company recorded tax adjustments, which resulted in a net decrease to current taxes receivable and current taxes payable of $1.6 million and $9.0 million, respectively, a net increase to deferred tax assets of $25.2 million, a net increase to other current liabilities of $3.0 million, a net increase to reserves for uncertain tax positions of $13.1 million, and a net decrease to other tax liabilities of 14.6 million. Other adjustments were made to remeasure certain payroll tax related balances. As a result of the
aforementioned adjustments, initial goodwill recognized on the purchase was revised to a gain on bargain purchase.

See “Note 4— Acquisitions and Divestitures” in our Annual Report on Form 10-K for the year ended December 31, 2022, for additional information on the Business Combination.
v3.23.3
Accounting Pronouncements
 9 Months Ended
Sep. 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.
v3.23.3
Income (Loss) Per Share
 9 Months Ended
Sep. 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 September 30,Nine Months Ended September 30,
2023202220232022
Numerator:
Net income (loss)$158,323 $33,585 $332,202 $33,986 
Denominator:
Weighted average shares outstanding – basic139,400 70,318 137,478 69,260 
Dilutive effect of share-based awards3,204 3,388 3,204 3,388 
Dilutive effect of warrants3,117 8,220 4,339 8,718 
Weighted average shares outstanding – diluted145,721 81,926 145,021 81,366 
Per share data
Basic
Net income (loss)$1.14 $0.48 $2.42 $0.49 
Diluted
Net income (loss)$1.09 $0.41 $2.29 $0.42 
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 September 30,Nine Months Ended September 30,
2023202220232022
Share-based awards— — — — 
Warrants (1)
2,774 2,774 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 September 30, 2023, Noble had approximately 141.0 million Ordinary Shares outstanding as compared to approximately 134.7 million Ordinary Shares outstanding at December 31, 2022. In addition, as of September 30, 2023,
1.1 million Tranche 1 Warrants, 1.2 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.
Our most recent quarterly dividend payment to shareholders, totaling approximately $42.4 million (or $0.30 per share), was declared on July 11, 2023, and paid on September 14, 2023, to shareholders of record at close of business on August 17, 2023.
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 nine months ended September 30, 2023, respectively, we repurchased 0.2 million and 2.0 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
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.
v3.23.3
Property and Equipment
 9 Months Ended
Sep. 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:
September 30, 2023December 31, 2022
Drilling equipment and facilities$4,231,251 $3,997,498 
Construction in progress142,265 123,911 
Other39,794 41,796 
Property and equipment, at cost$4,413,310 $4,163,205 
Capital expenditures, including capitalized interest, during the three months ended September 30, 2023 and 2022, totaled $88.6 million and $40.8 million, respectively, and totaled $259.4 million and $116.9 million during the nine months ended September 30, 2023 and 2022, respectively.
As of September 30, 2023, the rig Noble Explorer and a warehouse in Brazil qualified as held for sale and were included in “Other assets” on our Condensed Consolidated Balance Sheet at their carrying values of $3.4 million and $1.7 million, respectively.
During the first quarter of 2022, we sold the Noble Clyde Boudreaux for total net proceeds of $14.2 million, resulting in a gain of $6.8 million, which was offset by additional costs related to the sale of rigs in Saudi Arabia in 2021.
v3.23.3
Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt
Note 6— Debt
Amended and Restated Senior Secured Revolving Credit Agreement
On April 18, 2023, certain subsidiaries of Noble amended and restated the senior secured credit facility, dated February 5, 2021, by entering 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”), Noble International Finance Company (“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 September 30, 2023, we had no loans outstanding and $5.4 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 nine months ended September 30, 2023, Noble Finance II’s operating income (loss) was $14.2 million and $43.2 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 Noble Finance Company (“Finco”) consummated a 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.
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
Upon closing the Business Combination with Maersk Drilling, 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”).
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.
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 10— 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:
September 30, 2023December 31, 2022
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$585,791 $609,006 $— $— 
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 debt585,791 609,006 672,770 692,068 
Less: Current maturities of long-term debt— — 159,715 — 
Long-term debt$585,791 $609,006 $513,055 $692,068 
v3.23.3
Revenue and Customers
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue and Customers
Note 7— Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling revenue by rig types:
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Floaters$549,130 $217,923 $1,519,346 561,826 
Jackups121,874 71,571 333,128 185,166 
Total$671,004 $289,494 $1,852,474 $746,992 
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 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:
September 30, 2023December 31, 2022
Current customer contract assets$2,824 $11,169 
Noncurrent customer contract assets347 368 
Total customer contract assets3,171 11,537 
Current deferred revenue(19,160)(40,214)
Noncurrent deferred revenue(14,403)(19,583)
Total deferred revenue$(33,563)$(59,797)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2023 and 2022, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2022$11,537 $(59,797)
Amortization of deferred costs(21,722)— 
Additions to deferred costs13,356 — 
Amortization of deferred revenue— 62,125 
Additions to deferred revenue— (35,891)
Total(8,366)26,234 
Net balance at September 30, 2023$3,171 $(33,563)
Net balance at December 31, 2021$5,744 $(27,755)
Amortization of deferred costs(17,793)— 
Additions to deferred costs28,561 — 
Amortization of deferred revenue— 37,942 
Additions to deferred revenue— (71,489)
Reclassification to held for sale(8,584)20,002 
Total2,184 (13,545)
Net balance at September 30, 2022$7,928 $(41,300)
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 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 $237.7 million related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date through the remainder of the contracts.
Unfavorable contractsFavorable
contracts
Balance at December 31, 2022$(181,883)$34,372 
Additions— — 
Amortization118,571 (23,031)
Balance at September 30, 2023$(63,312)$11,341 
Balance at December 31, 2021$— $61,849 
Additions— — 
Amortization— (36,526)
Balance at September 30, 2022$— $25,323 
Estimated future amortization over the expected remaining contract periods:
For the Years Ended December 31,
202320242025Total
Unfavorable contracts$14,665 $40,439 $8,208 $63,312 
Favorable contracts— (8,891)(2,450)(11,341)
Total$14,665 $31,548 $5,758 $51,971 
v3.23.3
Income Taxes
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
Note 8— Income Taxes
At September 30, 2023, the Company had deferred tax assets of $166.2 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $9.2 million, inclusive of a valuation allowance of $19.2 million.
During the three months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg.
During the nine months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $80.8 million, $18.1 million, $10.5 million, and $4.1 million in Guyana, Luxembourg, Switzerland, and Norway, 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 September 30, 2023, the reserves for uncertain tax positions totaled $192.2 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 September 30, 2023, our tax provision included tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax
expenses related to contract fair value amortization of $7.4 million and various recurring quarterly accruals of $63.5 million primarily in Guyana, Australia, Denmark, and Luxembourg.
During the nine months ended September 30, 2023, our tax provision included tax benefits of $113.5 million related to releases of valuation allowance for deferred tax benefits in Guyana, Luxembourg, Norway, and Switzerland, a tax benefit of $6.8 million related to a Ghana uncertain tax position release, and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $16.3 million, and various recurring quarterly accruals of $131.3 million primarily in Guyana, Australia, Denmark, 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 September 30, 2023, Noble has recognized tax contribution payments of approximately $20.0 million under this arrangement related to the period beginning with the Merger. Approximately $18.0 million of such payments is included in “Interest income and other, net” and approximately $2.0 million is recorded as a tax benefit on our Condensed Consolidated Statements of Operations.
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.
v3.23.3
Employee Benefit Plans
 9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Employee Benefit Plans
Note 9— Employee Benefit Plans
Pension costs (gain) include the following components for the three months ended September 30, 2023 and 2022:
Three Months Ended September 30,
20232022
Non-USUSNon-USUS
Interest cost$508 $2,248 $272 $1,688 
Return on plan assets(433)(2,394)(316)(3,145)
Recognized net actuarial (gain) loss54 (58)— (5)
Net pension benefit cost (gain)$129 $(204)$(44)$(1,462)
Nine Months Ended September 30,
20232022
Non-USUSNon-USUS
Interest cost$1,632 $6,744 893 5,064 
Return on plan assets(1,392)(7,184)(1,039)(9,435)
Recognized net actuarial (gain) loss176 (173)— (15)
Net pension benefit cost (gain)$416 $(613)$(146)$(4,386)
During the three and nine months ended September 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 nine months ended September 30, 2023 and 2022.
v3.23.3
Fair Value of Financial Instruments
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
Note 10— Fair Value of Financial Instruments
The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis:
September 30, 2023
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$117 $— $117 $— 
Liabilities
Foreign currency forward contracts$708 $— $708 $— 
December 31, 2022
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$2,422 $— $2,422 $— 
Liabilities
Foreign currency forward contracts$1,124 $— $1,124 $— 
Our cash, cash equivalents and restricted cash, accounts receivable and accounts payable are short-term by nature. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value.
v3.23.3
Derivative Instruments
 9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Note 11— 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 nine months ended September 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. 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 nine months ended September 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” on our Condensed Consolidated Statements of Operations.
The following tables summarize notional value of currency derivative contracts as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Foreign CurrencyUSD EquivalentForeign CurrencyUSD Equivalent
DKK to USD88,57112,843484,59368,840
AUD to USD10,3737,15651,13935,257
GBP to USD1,9572,4019,08310,922
The following gains (losses) from derivative instruments were recognized on our Condensed Consolidated Statements of Operations:
Derivative Instrument
DescriptionThree Months Ended
September 30, 2023		Nine Months Ended
September 30, 2023
Foreign currency forward contractsRealized gain (loss)363 826 
Foreign currency forward contractsUnrealized gain (loss)(984)(1,889)
v3.23.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 12— Commitments and Contingencies
Tax Matters
Audit claims of approximately $327.8 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 September 30, 2023, we had $5.4 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $72.9 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.
v3.23.3
Supplemental Financial Information
 9 Months Ended
Sep. 30, 2023
Supplemental Financial Information [Abstract]  
Supplemental Financial Information Note 13— Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Noble’s restricted cash balance as of September 30, 2023 and December 31, 2022, was $4.8 million and $9.5 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Nine Months Ended September 30,
20232022
Accounts receivable$(169,944)$(73,756)
Other current assets(30,250)5,763 
Other assets7,356 (3,585)
Accounts payable(721)16,484 
Other current liabilities22,815 (4,999)
Other liabilities6,192 34,240 
Total net change in assets and liabilities$(164,552)$(25,853)
Non-cash investing and financing activities
Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of September 30, 2023 and December 31, 2022 were $61.3 million and $70.0 million, respectively.
v3.23.3
Subsequent Events
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
Note 14— Subsequent Events
On October 31, 2023, Noble announced that its Board of Directors approved a declaration of a quarterly cash interim dividend on its Ordinary Shares of $0.40 per share. This dividend is to be payable on December 14, 2023, to shareholders of record at close of business on November 15, 2023.
On October 20, 2023, a floating production vessel experienced what we believe was a mooring failure and allided with the Noble Resilient which was jacked up and stationary approximately 70 meters off the quayside at the Port of Frederikshavn in Denmark causing significant damage. There are no injuries reported at this time and all personnel on board were promptly accounted for and successfully disembarked. An investigation and damage assessment is underway and we expect damages to be covered by the liable party or our own insurance, subject to terms and limits of the applicable insurance policies. The Noble Resilient has been awarded a 120-day contract with Petrogas at $133,000 per day scheduled to commence between August 1, 2024, and September 30, 2024, and while the required repairs could impact availability for additional work ahead of the Petrogas contract, at this time we do not expect the timing of the Petrogas contract to be impacted.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income (loss) $ 158,323 $ 33,585 $ 332,202 $ 33,986
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 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
v3.23.3
Organization and Basis of Presentation (Policies)
 9 Months Ended
Sep. 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.
v3.23.3
Acquisitions (Tables)
 9 Months Ended
Sep. 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 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 shareholders887 
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price6,780 
Deal Completion Bonus6,177 
Fair Value of Compulsory Purchase193,678 
Total purchase price consideration$2,000,873 
Assets acquired:
Cash and cash equivalents$172,205 
Accounts receivable, net250,251 
Taxes receivable (1)
18,987 
Prepaid expenses and other current assets (1)
43,168 
Total current assets484,611 
Intangible assets22,991 
Property, plant and equipment, net2,756,096 
Other assets (1)
94,882 
Total assets acquired3,358,580 
Liabilities assumed:
Current maturities of long-term debt129,130 
Accounts payable130,273 
Accrued payroll and related costs (1)
23,884 
Taxes payable (1)
29,219 
Interest payable800 
Other current liabilities (1)
44,253 
Total current liabilities357,559 
Long-term debt596,692 
Deferred income taxes4,071 
Noncurrent contract liabilities237,703 
Other liabilities (1)
156,677 
Total liabilities assumed1,352,702 
Net assets acquired2,005,878 
Gain on bargain purchase (1)
(5,005)
Purchase price consideration$2,000,873 
(1)During the nine months ended September 30, 2023, the Company recorded tax adjustments, which resulted in a net decrease to current taxes receivable and current taxes payable of $1.6 million and $9.0 million, respectively, a net increase to deferred tax assets of $25.2 million, a net increase to other current liabilities of $3.0 million, a net increase to reserves for uncertain tax positions of $13.1 million, and a net decrease to other tax liabilities of 14.6 million. Other adjustments were made to remeasure certain payroll tax related balances. As a result of the
aforementioned adjustments, initial goodwill recognized on the purchase was revised to a gain on bargain purchase.
v3.23.3
Income (Loss) Per Share (Tables)
 9 Months Ended
Sep. 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 September 30,Nine Months Ended September 30,
2023202220232022
Numerator:
Net income (loss)$158,323 $33,585 $332,202 $33,986 
Denominator:
Weighted average shares outstanding – basic139,400 70,318 137,478 69,260 
Dilutive effect of share-based awards3,204 3,388 3,204 3,388 
Dilutive effect of warrants3,117 8,220 4,339 8,718 
Weighted average shares outstanding – diluted145,721 81,926 145,021 81,366 
Per share data
Basic
Net income (loss)$1.14 $0.48 $2.42 $0.49 
Diluted
Net income (loss)$1.09 $0.41 $2.29 $0.42 
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 September 30,Nine Months Ended September 30,
2023202220232022
Share-based awards— — — — 
Warrants (1)
2,774 2,774 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.
v3.23.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 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:
September 30, 2023December 31, 2022
Drilling equipment and facilities$4,231,251 $3,997,498 
Construction in progress142,265 123,911 
Other39,794 41,796 
Property and equipment, at cost$4,413,310 $4,163,205 
v3.23.3
Debt (Tables)
 9 Months Ended
Sep. 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:
September 30, 2023December 31, 2022
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$585,791 $609,006 $— $— 
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 debt585,791 609,006 672,770 692,068 
Less: Current maturities of long-term debt— — 159,715 — 
Long-term debt$585,791 $609,006 $513,055 $692,068 
v3.23.3
Revenue and Customers (Tables)
 9 Months Ended
Sep. 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 September 30,Nine Months Ended September 30,
2023202220232022
Floaters$549,130 $217,923 $1,519,346 561,826 
Jackups121,874 71,571 333,128 185,166 
Total$671,004 $289,494 $1,852,474 $746,992 
Schedule of Contract Assets and Contract Liabilities
The following table provides information about contract assets and contract liabilities from contracts with customers:
September 30, 2023December 31, 2022
Current customer contract assets$2,824 $11,169 
Noncurrent customer contract assets347 368 
Total customer contract assets3,171 11,537 
Current deferred revenue(19,160)(40,214)
Noncurrent deferred revenue(14,403)(19,583)
Total deferred revenue$(33,563)$(59,797)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2023 and 2022, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2022$11,537 $(59,797)
Amortization of deferred costs(21,722)— 
Additions to deferred costs13,356 — 
Amortization of deferred revenue— 62,125 
Additions to deferred revenue— (35,891)
Total(8,366)26,234 
Net balance at September 30, 2023$3,171 $(33,563)
Net balance at December 31, 2021$5,744 $(27,755)
Amortization of deferred costs(17,793)— 
Additions to deferred costs28,561 — 
Amortization of deferred revenue— 37,942 
Additions to deferred revenue— (71,489)
Reclassification to held for sale(8,584)20,002 
Total2,184 (13,545)
Net balance at September 30, 2022$7,928 $(41,300)
Unfavorable contractsFavorable
contracts
Balance at December 31, 2022$(181,883)$34,372 
Additions— — 
Amortization118,571 (23,031)
Balance at September 30, 2023$(63,312)$11,341 
Balance at December 31, 2021$— $61,849 
Additions— — 
Amortization— (36,526)
Balance at September 30, 2022$— $25,323 
Estimated future amortization over the expected remaining contract periods:
For the Years Ended December 31,
202320242025Total
Unfavorable contracts$14,665 $40,439 $8,208 $63,312 
Favorable contracts— (8,891)(2,450)(11,341)
Total$14,665 $31,548 $5,758 $51,971 
v3.23.3
Employee Benefit Plans (Tables)
 9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Pension Costs (Gains)
Pension costs (gain) include the following components for the three months ended September 30, 2023 and 2022:
Three Months Ended September 30,
20232022
Non-USUSNon-USUS
Interest cost$508 $2,248 $272 $1,688 
Return on plan assets(433)(2,394)(316)(3,145)
Recognized net actuarial (gain) loss54 (58)— (5)
Net pension benefit cost (gain)$129 $(204)$(44)$(1,462)
Nine Months Ended September 30,
20232022
Non-USUSNon-USUS
Interest cost$1,632 $6,744 893 5,064 
Return on plan assets(1,392)(7,184)(1,039)(9,435)
Recognized net actuarial (gain) loss176 (173)— (15)
Net pension benefit cost (gain)$416 $(613)$(146)$(4,386)
v3.23.3
Fair Value of Financial Instruments (Tables)
 9 Months Ended
Sep. 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:
September 30, 2023
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$117 $— $117 $— 
Liabilities
Foreign currency forward contracts$708 $— $708 $— 
December 31, 2022
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$2,422 $— $2,422 $— 
Liabilities
Foreign currency forward contracts$1,124 $— $1,124 $— 
v3.23.3
Derivative Instruments (Tables)
 9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Notional Value of Currency Derivative Contracts
The following tables summarize notional value of currency derivative contracts as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Foreign CurrencyUSD EquivalentForeign CurrencyUSD Equivalent
DKK to USD88,57112,843484,59368,840
AUD to USD10,3737,15651,13935,257
GBP to USD1,9572,4019,08310,922
Schedule of Gains (Losses) from Derivative Instruments
The following gains (losses) from derivative instruments were recognized on our Condensed Consolidated Statements of Operations:
Derivative Instrument
DescriptionThree Months Ended
September 30, 2023		Nine Months Ended
September 30, 2023
Foreign currency forward contractsRealized gain (loss)363 826 
Foreign currency forward contractsUnrealized gain (loss)(984)(1,889)
v3.23.3
Supplemental Financial Information (Tables)
 9 Months Ended
Sep. 30, 2023
Supplemental Financial Information [Abstract]  
Schedule of Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Nine Months Ended September 30,
20232022
Accounts receivable$(169,944)$(73,756)
Other current assets(30,250)5,763 
Other assets7,356 (3,585)
Accounts payable(721)16,484 
Other current liabilities22,815 (4,999)
Other liabilities6,192 34,240 
Total net change in assets and liabilities$(164,552)$(25,853)
v3.23.3
Organization and Basis of Presentation (Details)
 9 Months Ended
Sep. 30, 2023
floater
rig
segment
jackup
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
v3.23.3
Acquisitions - Additional Information (Details)
$ / shares in Units, $ in Thousands
Oct. 03, 2022
USD ($)
$ / shares
Sep. 30, 2023
$ / shares
Dec. 31, 2022
$ / shares
Oct. 03, 2022
kr / shares
Business Acquisition [Line Items]        
Common stock, par value (in DKK per share) | $ / shares $ 0.00001 $ 0.00001 $ 0.00001  
Maersk Drilling        
Business Acquisition [Line Items]        
Common stock, par value (in DKK per share) | kr / shares       kr 10
Maersk Drilling Merger        
Business Acquisition [Line Items]        
Business combination, percentage of issued and outstanding shares acquired (more than) 90.00%     90.00%
Total purchase price consideration $ 2,000,873      
Cash paid to acquire business 5,600      
Non-cash consideration to acquire business $ 2,000,000      
v3.23.3
Acquisitions - Allocation of Purchase Price: Maersk Drilling (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Oct. 03, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Liabilities assumed:          
Gain on bargain purchase   $ 5,005 $ 0 $ 5,005 $ 0
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 18,987        
Prepaid expenses and other current assets 43,168        
Total current assets 484,611        
Intangible assets 22,991        
Property, plant and equipment, net 2,756,096        
Other assets 94,882        
Total assets acquired 3,358,580        
Liabilities assumed:          
Current maturities of long-term debt 129,130        
Accounts payable 130,273        
Accrued payroll and related costs 23,884        
Taxes payable 29,219        
Interest payable 800        
Other current liabilities 44,253        
Total current liabilities 357,559        
Long-term debt 596,692        
Deferred income taxes 4,071        
Noncurrent contract liabilities 237,703        
Other liabilities 156,677        
Total liabilities assumed 1,352,702        
Net assets acquired 2,005,878        
Gain on bargain purchase 5,005        
Purchase price consideration $ 2,000,873        
Net decrease in current taxes receivable       1,600  
Net decrease in current taxes payable       9,000  
Net increase to deferred tax assets       25,200  
Net increase in other current liabilities       3,000  
Net increase to reserves for uncertain tax positions       13,100  
Net decrease to other tax liabilities       $ 14,600  
v3.23.3
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 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Numerator:        
Net income (loss) $ 158,323 $ 33,585 $ 332,202 $ 33,986
Denominator:        
Weighted average shares outstanding - basic (in shares) 139,400 70,318 137,478 69,260
Dilutive effect of share-based awards (in shares) 3,204 3,388 3,204 3,388
Dilutive effect of warrants (in shares) 3,117 8,220 4,339 8,718
Weighted average shares outstanding - diluted (in shares) 145,721 81,926 145,021 81,366
Basic        
Net income (loss) (in usd per share) $ 1.14 $ 0.48 $ 2.42 $ 0.49
Diluted        
Net income (loss) (in usd per share) $ 1.09 $ 0.41 $ 2.29 $ 0.42
v3.23.3
Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 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 2,774 2,774 2,774
v3.23.3
Income (Loss) Per Share - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 14, 2023
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Ordinary shares, shares outstanding (in shares)   141,046,102 141,046,102   134,680,941
Payments of dividends $ 42,400   $ 42,369 $ 0  
Common stock dividends paid (in usd per share) $ 0.30        
Shareholder authority to repurchase, percentage of issued share capital   15.00% 15.00%    
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)   200,000 2,000,000    
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)   1,100,000 1,100,000    
Warrants converted into rights (in shares)   1 1    
Exercise price of warrants (in usd per share)   $ 19.27 $ 19.27    
Tranche 2 Warrants          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Warrant outstanding (in shares)   1,200,000 1,200,000    
Warrants converted into rights (in shares)   1 1    
Exercise price of warrants (in usd per share)   $ 23.13 $ 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    
Warrants converted into rights (in shares)   1 1    
Exercise price of warrants (in usd per share)   $ 124.40 $ 124.40    
v3.23.3
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 4,413,310 $ 4,163,205
Drilling equipment and facilities    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 4,231,251 3,997,498
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 142,265 123,911
Other    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 39,794 $ 41,796
v3.23.3
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Property, Plant and Equipment [Line Items]          
Capital expenditures, including capitalized interest $ 88.6 $ 40.8   $ 259.4 $ 116.9
Proceeds from sale of property, plant, and equipment     $ 14.2    
Gain on disposition of property plant equipment     $ 6.8    
BRAZIL | Rig          
Property, Plant and Equipment [Line Items]          
Property, plant, and equipment, carrying value 3.4     3.4  
BRAZIL | Warehouse          
Property, Plant and Equipment [Line Items]          
Property, plant, and equipment, carrying value $ 1.7     $ 1.7  
v3.23.3
Debt - Amended and Restated Senior Secured Revolving Credit Agreement (Details) - 2013 Revolving Credit Agreement - Credit facility - Credit facility - USD ($)
Apr. 18, 2023
Sep. 30, 2023
Debt Instrument [Line Items]    
Credit facility of maximum borrowing capacity $ 550,000,000  
Long-term debt   $ 0
Letters of credit outstanding amount   $ 5,400,000
Debt covenant, revenue from collateral rigs to revenue of all rigs, threshold percentage 80.00%  
Debt covenant, ratio of aggregated value from collateral rigs to the commitment (at least) 500.00%  
Debt, interest rate on overdue principal 2.00%  
Debt, excess interest rate 2.00%  
Debt mandatory prepayments term, available cash benchmark $ 250,000,000  
Debt covenant, interest coverage ratio 250.00%  
Debt covenant leverage ratio (no greater than) 3.00  
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 1.00%  
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 1.00%  
NYFRB Rate | Variable Rate Component Two    
Debt Instrument [Line Items]    
Basis spread on variable rate 0.50%  
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%  
v3.23.3
Debt - 8.000% Senior Notes due 2030 (Details) - USD ($)
 3 Months Ended 9 Months Ended
Apr. 18, 2023
Sep. 30, 2023
Sep. 30, 2023
Debt Instrument [Line Items]      
Operating income (loss) from subsidiary to parent, difference, amount   $ 14,200,000 $ 43,200,000
8.000% Senior Notes due 2030 | Senior Unsecured Notes      
Debt Instrument [Line Items]      
Stated interest rate 8.00%    
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 40.00%    
Percentage of principal amount redeemed 108.00%    
8.000% Senior Notes due 2030 | Senior Unsecured Notes | Addition prior to April 15, 2026      
Debt Instrument [Line Items]      
Percentage of principal amount redeemed 100.00%    
8.000% Senior Notes due 2030 | Senior Unsecured Notes | After April 15, 2026      
Debt Instrument [Line Items]      
Percentage of principal amount redeemed 104.00%    
8.000% Senior Notes due 2030 | Senior Unsecured Notes | Change of Control Triggering Event      
Debt Instrument [Line Items]      
Percentage of principal amount redeemed 101.00%    
v3.23.3
Debt - Second Lien Notes (Details) - Second Lien Notes - Senior secured notes - USD ($)
$ in Millions
Apr. 18, 2023
Feb. 05, 2021
Debt Instrument [Line Items]    
Debt, aggregate subscription price   $ 200.0
Repurchase amount $ 173.7  
Loss on repurchase of debt $ 25.7  
v3.23.3
Debt - DNB Credit Facility and New DNB Credit Facility (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Apr. 18, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Debt Instrument [Line Items]          
Loss on extinguishment of debt   $ 0 $ 196 $ 26,397 $ 196
New DNB Credit Facility matures December 2025 | Credit facility          
Debt Instrument [Line Items]          
Repayments of credit facilities $ 347,500        
Loss on extinguishment of debt $ 700        
v3.23.3
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Less: Current maturities of long-term debt $ 0 $ 159,715
Long-term debt 585,791 513,055
Carrying Value    
Debt Instrument [Line Items]    
Total debt 585,791 672,770
Less: Current maturities of long-term debt 0 159,715
Long-term debt 585,791 513,055
Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt 609,006 692,068
Less: Current maturities of long-term debt 0 0
Long-term debt 609,006 692,068
Credit facility | Credit facility | Carrying Value    
Debt Instrument [Line Items]    
Total debt 0 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 8.00%  
8.000% Senior Notes due April 2030 | Senior secured notes | Carrying Value    
Debt Instrument [Line Items]    
Total debt $ 585,791 0
8.000% Senior Notes due April 2030 | Senior secured notes | Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt $ 609,006 0
11.000% Senior Notes due February 2028 | Senior secured notes    
Debt Instrument [Line Items]    
Stated interest rate 11.00%  
11.000% Senior Notes due February 2028 | Senior secured notes | Carrying Value    
Debt Instrument [Line Items]    
Total debt $ 0 173,695
11.000% Senior Notes due February 2028 | Senior secured notes | 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
v3.23.3
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Operating revenues $ 697,450 $ 305,872 $ 1,946,039 $ 791,255
Contract drilling services        
Disaggregation of Revenue [Line Items]        
Operating revenues 671,004 289,494 1,852,474 746,992
Floaters        
Disaggregation of Revenue [Line Items]        
Operating revenues 549,130 217,923 1,519,346 561,826
Jackups        
Disaggregation of Revenue [Line Items]        
Operating revenues $ 121,874 $ 71,571 $ 333,128 $ 185,166
v3.23.3
Revenue and Customers - Additional Information (Details) - USD ($)
$ in Millions
 9 Months Ended
Oct. 03, 2022
Feb. 05, 2021
Sep. 30, 2023
Disaggregation of Revenue [Line Items]      
Favorable customer contracts, fair value adjustments $ 23.0 $ 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
v3.23.3
Revenue and Customers - Contract Assets, and Contract Liabilities with Customers (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]        
Current customer contract assets $ 2,824 $ 11,169    
Noncurrent customer contract assets 347 368    
Total customer contract assets 3,171 11,537 $ 7,928 $ 5,744
Current deferred revenue (19,160) (40,214)    
Noncurrent deferred revenue (14,403) (19,583)    
Total deferred revenue $ (33,563) $ (59,797) $ (41,300) $ (27,755)
v3.23.3
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Contract Assets    
Contract assets, beginning balance $ 11,537 $ 5,744
Amortization of deferred costs (21,722) (17,793)
Additions to deferred costs 13,356 28,561
Reclassification to held for sale   (8,584)
Total (8,366) 2,184
Contract assets, ending balance 3,171 7,928
Contract Liabilities    
Contract liabilities, beginning balance (59,797) (27,755)
Amortization of deferred revenue 62,125 37,942
Additions to deferred revenue (35,891) (71,489)
Reclassification to held for sale   20,002
Total 26,234 (13,545)
Contract liabilities, ending balance $ (33,563) $ (41,300)
v3.23.3
Revenue and Customers - Favorable and Unfavorable contracts (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Unfavorable contracts    
Beginning balance $ (181,883)  
Ending balance (63,312)  
Maersk Drilling    
Unfavorable contracts    
Beginning balance (181,883) $ 0
Additions 0 0
Amortization 118,571 0
Ending balance (63,312) 0
Maersk Drilling | Favorable contracts    
Favorable contracts    
Beginning balance 34,372 61,849
Additions 0 0
Amortization (23,031) (36,526)
Ending balance $ 11,341 $ 25,323
v3.23.3
Revenue and Customers - Estimated Future Amortization (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
Dec. 31, 2021
Unfavorable contracts        
Noncurrent contract liabilities $ 63,312 $ 181,883    
Maersk Drilling        
Unfavorable contracts        
2023 14,665      
2024 40,439      
2025 8,208      
Noncurrent contract liabilities 63,312 181,883 $ 0 $ 0
Total        
2023 14,665      
2024 31,548      
2025 5,758      
Total 51,971      
Maersk Drilling | Favorable contracts        
Favorable contracts        
2023 0      
2024 (8,891)      
2025 (2,450)      
Favorable contracts $ (11,341) $ (34,372) $ (25,323) $ (61,849)
v3.23.3
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Components of deferred tax assets and liabilities. [Line Items]        
Deferred tax assets, net of valuation allowance $ 166.2 $ 166.2 $ 166.2  
Deferred tax liabilities 9.2 9.2 9.2  
Valuation allowance 19.2 19.2 19.2  
Reserves for uncertain tax positions 192.2 192.2 192.2 $ 175.9
Unrecognized tax benefits 0.1 0.1 0.1 $ 0.3
Deferred tax expenses related to contract fair value amortization 7.4 16.3    
Additional compensation from tax adjustments     $ 20.0  
Interest Income And Other, Net        
Components of deferred tax assets and liabilities. [Line Items]        
Additional compensation from tax adjustments   18.0    
Income Tax Benefit (Provision)        
Components of deferred tax assets and liabilities. [Line Items]        
Additional compensation from tax adjustments   2.0    
Foreign Tax Authority        
Components of deferred tax assets and liabilities. [Line Items]        
Tax benefit related to tax credit refund 2.0 2.0    
Foreign Tax Authority | Guyana, Norway, Switzerland And Luxembourg        
Components of deferred tax assets and liabilities. [Line Items]        
Deferred foreign tax benefits 17.2      
Deferred tax benefits related to release of valuation allowance   113.5    
Foreign Tax Authority | GUYANA        
Components of deferred tax assets and liabilities. [Line Items]        
Deferred foreign tax benefits   80.8    
Foreign Tax Authority | LUXEMBOURG        
Components of deferred tax assets and liabilities. [Line Items]        
Deferred foreign tax benefits   18.1    
Foreign Tax Authority | SWITZERLAND        
Components of deferred tax assets and liabilities. [Line Items]        
Deferred foreign tax benefits   10.5    
Foreign Tax Authority | NORWAY        
Components of deferred tax assets and liabilities. [Line Items]        
Deferred foreign tax benefits   4.1    
Foreign Tax Authority | Guyana, Australia, Denmark And Luxembourg        
Components of deferred tax assets and liabilities. [Line Items]        
Tax expenses (benefits) related to various recurring items $ 63.5      
Foreign Tax Authority | GHANA        
Components of deferred tax assets and liabilities. [Line Items]        
Tax expense (benefit) related to uncertain tax position   (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    
Foreign Tax Authority | Guyana, Australia And Luxembourg        
Components of deferred tax assets and liabilities. [Line Items]        
Tax expenses (benefits) related to various recurring items   $ 131.3    
v3.23.3
Employee Benefit Plans (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 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 508,000 272,000 1,632,000 893,000
Return on plan assets (433,000) (316,000) (1,392,000) (1,039,000)
Recognized net actuarial (gain) loss 54,000 0 176,000 0
Net pension benefit cost (gain) 129,000 (44,000) 416,000 (146,000)
US        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost 2,248,000 1,688,000 6,744,000 5,064,000
Return on plan assets (2,394,000) (3,145,000) (7,184,000) (9,435,000)
Recognized net actuarial (gain) loss (58,000) (5,000) (173,000) (15,000)
Net pension benefit cost (gain) $ (204,000) $ (1,462,000) $ (613,000) $ (4,386,000)
v3.23.3
Fair Value of Financial Instruments (Details) - Recurring - Foreign currency forward contracts - USD ($)
$ in Thousands
Sep. 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 117 2,422
Liabilities    
Foreign currency forward contracts 708 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 117 2,422
Liabilities    
Foreign currency forward contracts $ 708 $ 1,124
v3.23.3
Derivative Instruments - Additional Information (Details)
 9 Months Ended
Sep. 30, 2023
Foreign currency forward contracts  
Derivative [Line Items]  
Derivative, term 1 year
v3.23.3
Derivative Instruments - Notional Amounts of Outstanding Derivative (Details) - Foreign currency forward contracts
£ in Thousands, kr in Thousands, $ in Thousands, $ in Thousands
Sep. 30, 2023
DKK (kr)
Sep. 30, 2023
USD ($)
Sep. 30, 2023
AUD ($)
Sep. 30, 2023
GBP (£)
Dec. 31, 2022
DKK (kr)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
AUD ($)
Dec. 31, 2022
GBP (£)
DKK to USD                
Derivative [Line Items]                
Notional amount kr 88,571 $ 12,843     kr 484,593 $ 68,840    
AUD to USD                
Derivative [Line Items]                
Notional amount   7,156 $ 10,373     35,257 $ 51,139  
GBP to USD                
Derivative [Line Items]                
Notional amount   $ 2,401   £ 1,957   $ 10,922   £ 9,083
v3.23.3
Derivative Instruments - Gains (Losses) from Derivative Instrument (Details) - Foreign currency forward contracts - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]    
Realized gain (loss) $ 363 $ 826
Unrealized gain (loss) $ (984) $ (1,889)
v3.23.3
Commitments and Contingencies (Details)
$ in Millions
 9 Months Ended
Sep. 30, 2023
USD ($)
Other Commitments [Line Items]  
Other contingencies, agreements with executive officers and employees, term 3 years
Credit facility | Credit facility | 2013 Revolving Credit Agreement  
Other Commitments [Line Items]  
Letters of credit outstanding amount $ 5.4
Credit facility | Letters of Credit and Surety Bonds  
Other Commitments [Line Items]  
Letters of credit outstanding amount 72.9
Hurricane Ida Personal Injury Claims  
Other Commitments [Line Items]  
Claim insurance deductible amount $ 5.0
Minimum  
Other Commitments [Line Items]  
Percentage of uncertain tax positions likelihood of being sustained 50.00%
Mexico | Customs and Other Business Taxes | Foreign Tax Authority  
Other Commitments [Line Items]  
Approximate audit claims assessed $ 327.8
v3.23.3
Supplemental Financial Information - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Supplemental Financial Information [Abstract]    
Restricted cash $ 4.8 $ 9.5
Capital expenditures incurred but not yet paid $ 61.3 $ 70.0
v3.23.3
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Supplemental Financial Information [Abstract]    
Accounts receivable $ (169,944) $ (73,756)
Other current assets (30,250) 5,763
Other assets 7,356 (3,585)
Accounts payable (721) 16,484
Other current liabilities 22,815 (4,999)
Other liabilities 6,192 34,240
Total net change in assets and liabilities $ (164,552) $ (25,853)
v3.23.3
Subsequent Events (Details) - Subsequent Event
$ / shares in Units, $ in Thousands
Oct. 31, 2023
$ / shares
Oct. 20, 2023
USD ($)
meter
Subsequent Event [Line Items]    
Common stock dividends declared (in usd per share) | $ / shares $ 0.40  
Unusual or infrequent item, collision accident, distance off quayside (in meter) | meter   70
Unusual or infrequent item, contract with liable party, term   120 days
Unusual or infrequent item, contract with liable party, amount awarded per day scheduled | $   $ 133