NOBLE CORP PLC, 10-Q filed on 8/1/2024
Quarterly Report
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Cover - shares
 6 Months Ended
Jun. 30, 2024
Jul. 26, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-41520  
Entity Registrant Name Noble Corporation plc  
Entity Incorporation, State or Country Code X0  
Entity Tax Identification Number 98-1644664  
Entity Address, Address Line One 13135 Dairy Ashford, Suite 800  
Entity Address, City or Town Sugar Land  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77478  
City Area Code (281)  
Local Phone Number 276-6100  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Bankruptcy Proceedings, Reporting Current true  
Entity Common Stock, Shares Outstanding   142,918,712
Entity Central Index Key 0001895262  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Common Stock    
Document Information [Line Items]    
Title of 12(b) Security A Ordinary Shares, par value $0.00001 per share  
Trading Symbol NE  
Security Exchange Name NYSE  
Tranche 1 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 1 Warrants of Noble Corporation plc  
Trading Symbol NE WS  
Security Exchange Name NYSE  
Tranche 2 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 2 Warrants of Noble Corporation plc  
Trading Symbol NE WSA  
Security Exchange Name NYSE  
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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 162,852 $ 360,794
Accounts receivable, net 637,034 548,844
Taxes receivable 67,577 39,845
Prepaid expenses and other current assets 119,402 112,265
Total current assets 986,865 1,061,748
Intangible assets 4,356 10,128
Property and equipment, at cost 4,853,998 4,591,936
Accumulated depreciation (640,185) (467,600)
Property and equipment, net 4,213,813 4,124,336
Other assets 382,100 311,225
Total assets 5,587,134 5,507,437
Current liabilities    
Accounts payable 340,161 395,165
Accrued payroll and related costs 68,179 97,313
Taxes payable 56,128 56,420
Interest payable 10,887 10,707
Other current liabilities 161,643 82,075
Total current liabilities 636,998 641,680
Long-term debt 622,051 586,203
Deferred income taxes 7,772 11,416
Noncurrent contract liabilities 2,241 50,863
Other liabilities 333,070 296,035
Total liabilities 1,602,132 1,586,197
Commitments and contingencies (Note 10)
Shareholders’ equity    
Common stock, $0.00001 par value; 142,903,508 and 140,773,750 ordinary shares outstanding as of June 30, 2024, and December 31, 2023, respectively 1 1
Additional paid-in capital 3,338,030 3,377,048
Retained earnings 643,918 541,159
Accumulated other comprehensive income (loss) 3,053 3,032
Total shareholders’ equity 3,985,002 3,921,240
Total liabilities and equity $ 5,587,134 $ 5,507,437
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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Ordinary shares, shares outstanding (in shares) 142,903,508 140,773,750
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Operating revenues        
Operating revenues $ 692,844 $ 638,535 $ 1,329,928 $ 1,248,589
Operating costs and expenses        
Depreciation and amortization 90,770 71,324 177,468 141,266
General and administrative 39,669 32,352 65,630 62,389
Merger and integration costs 10,618 22,452 19,949 34,083
(Gain) loss on sale of operating assets, net (17,357) 0 (17,357) 0
Hurricane losses and (recoveries), net 0 15,934 0 19,478
Total operating costs and expenses 482,885 529,391 1,012,422 1,032,340
Operating income (loss) 209,959 109,144 317,506 216,249
Other income (expense)        
Interest expense, net of amounts capitalized (11,996) (14,662) (29,540) (31,534)
Gain (loss) on extinguishment of debt, net 0 (26,397) 0 (26,397)
Interest income and other, net (8,183) (2,940) (12,918) (914)
Income (loss) before income taxes 189,780 65,145 275,048 157,404
Income tax benefit (provision) 5,228 671 15,441 16,475
Net income (loss) $ 195,008 $ 65,816 $ 290,489 $ 173,879
Basic:        
Net income (loss) (in usd per share) $ 1.37 $ 0.48 $ 2.04 $ 1.27
Diluted:        
Net income (loss) (in usd per share) $ 1.34 $ 0.45 $ 1.99 $ 1.19
Contract drilling services        
Operating revenues        
Operating revenues $ 660,710 $ 606,180 $ 1,273,135 $ 1,181,470
Operating costs and expenses        
Cost of services 335,854 362,533 725,721 724,322
Reimbursables and other        
Operating revenues        
Operating revenues 32,134 32,355 56,793 67,119
Operating costs and expenses        
Cost of services $ 23,331 $ 24,796 $ 41,011 $ 50,802
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 195,008 $ 65,816 $ 290,489 $ 173,879
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 $10 and zero for the three months ended June 30, 2024 and 2023, respectively, and $10 and $2,436 for the six months ended June 30, 2024 and 2023, respectively. 50 41 21 (2,145)
Other comprehensive income (loss), net 50 41 21 (2,145)
Comprehensive income (loss) $ 195,058 $ 65,857 $ 290,510 $ 171,734
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), tax provision (benefit) $ 10 $ 0 $ 10 $ 2,436
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net income (loss) $ 290,489 $ 173,879
Adjustments to reconcile net income (loss) to net cash flow from operating activities:    
Depreciation and amortization 177,468 141,266
Amortization of intangible assets and contract liabilities, net (42,850) (84,737)
(Gain) loss on extinguishment of debt, net 0 26,397
(Gain) loss on sale of operating assets, net (17,357) 0
Deferred income taxes (47,039) (57,179)
Amortization of share-based compensation 14,327 18,854
Other costs, net (5,766) 5,404
Changes in components of working capital and other operating activities:    
Change in taxes receivable (30,994) (20,284)
Net changes in other operating assets and liabilities (102,798) (55,520)
Net cash provided by (used in) operating activities 235,480 148,080
Cash flows from investing activities    
Capital expenditures (307,651) (169,530)
Proceeds from insurance claims 8,528 0
Proceeds from disposal of assets, net (690) 0
Net cash provided by (used in) investing activities (299,813) (169,530)
Cash flows from financing activities    
Issuance of debt 0 600,000
Borrowings on credit facilities 35,000 0
Repayments of debt 0 (673,411)
Debt extinguishment costs 0 (25,697)
Debt issuance costs 0 (24,914)
Warrants exercised 282 102
Share repurchases 0 (70,000)
Dividend payments (116,581) 0
Taxes withheld on employee stock transactions (53,627) (8,355)
Net cash provided by (used in) financing activities (134,926) (202,275)
Net increase (decrease) in cash, cash equivalents, and restricted cash (199,259) (223,725)
Cash, cash equivalents, and restricted cash, beginning of period 367,745 485,707
Cash, cash equivalents, and restricted cash, end of period $ 168,486 $ 261,982
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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Thousands
Total
Shares
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2022   134,681,000      
Beginning balance at Dec. 31, 2022 $ 3,607,085 $ 1 $ 3,347,507 $ 255,930 $ 3,647
Employee related equity activity          
Amortization of share-based compensation 18,854   18,854    
Issuance of share-based compensation shares (in shares)   447,000      
Shares withheld for taxes on equity transactions (8,355)   (8,355)    
Warrants exercised (in shares)   3,776,000      
Warrants exercised 102   102    
Share repurchases (in shares)   (1,820,000)      
Share repurchases (70,000)     (70,000)  
Net income (loss) 173,879     173,879  
Other comprehensive income (loss), net (2,145)       (2,145)
Ending balance (in shares) at Jun. 30, 2023   137,084,000      
Ending balance at Jun. 30, 2023 3,719,420 $ 1 3,358,108 359,809 1,502
Beginning balance (in shares) at Mar. 31, 2023   138,623,000      
Beginning balance at Mar. 31, 2023 3,704,307 $ 1 3,348,852 353,993 1,461
Employee related equity activity          
Amortization of share-based compensation 9,203   9,203    
Issuance of share-based compensation shares (in shares)   7,000      
Shares withheld for taxes on equity transactions (28)   (28)    
Warrants exercised (in shares)   4,000      
Warrants exercised 81   81    
Share repurchases (in shares)   (1,550,000)      
Share repurchases (60,000)     (60,000)  
Net income (loss) 65,816     65,816  
Other comprehensive income (loss), net 41       41
Ending balance (in shares) at Jun. 30, 2023   137,084,000      
Ending balance at Jun. 30, 2023 $ 3,719,420 $ 1 3,358,108 359,809 1,502
Beginning balance (in shares) at Dec. 31, 2023 140,773,750 140,774,000      
Beginning balance at Dec. 31, 2023 $ 3,921,240 $ 1 3,377,048 541,159 3,032
Employee related equity activity          
Amortization of share-based compensation 14,327   14,327    
Issuance of share-based compensation shares (in shares)   2,048,000      
Shares withheld for taxes on equity transactions (53,627)   (53,627)    
Warrants exercised (in shares)   82,000      
Warrants exercised 282   282    
Dividends (187,730)     (187,730)  
Net income (loss) 290,489     290,489  
Other comprehensive income (loss), net $ 21       21
Ending balance (in shares) at Jun. 30, 2024 142,903,508 142,904,000      
Ending balance at Jun. 30, 2024 $ 3,985,002 $ 1 3,338,030 643,918 3,053
Beginning balance (in shares) at Mar. 31, 2024   142,816,000      
Beginning balance at Mar. 31, 2024 3,913,023 $ 1 3,331,161 578,858 3,003
Employee related equity activity          
Amortization of share-based compensation 6,789   6,789    
Issuance of share-based compensation shares (in shares)   6,000      
Shares withheld for taxes on equity transactions (196)   (196)    
Warrants exercised (in shares)   82,000      
Warrants exercised 276   276    
Dividends (129,948)     (129,948)  
Net income (loss) 195,008     195,008  
Other comprehensive income (loss), net $ 50       50
Ending balance (in shares) at Jun. 30, 2024 142,903,508 142,904,000      
Ending balance at Jun. 30, 2024 $ 3,985,002 $ 1 $ 3,338,030 $ 643,918 $ 3,053
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Organization and Basis of Presentation
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation
Note 1 — Organization and Basis of Presentation
Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”, the “Company”, or “we”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of the filing date of this report, our fleet of 31 drilling rigs consisted of 18 floaters and 13 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
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Acquisitions
 6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions
Note 2 — Acquisitions
Proposed Merger with Diamond Offshore Drilling
On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble will acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders will receive 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond stock, representing a premium of 11.4% to Diamond’s closing share price on June 7, 2024. Upon closing of the Diamond Transaction, Diamond shareholders are expected to own approximately 14.5% of Noble’s outstanding shares. Noble intends to fund the cash portion of the Diamond Transaction through new debt financing, which Noble has secured through a $600.0 million committed bridge financing facility.
The Diamond Transaction has been unanimously approved by the board of directors of each company. The Diamond Merger Agreement contains certain termination rights, including, but not limited to, each party’s right to terminate the Diamond Merger Agreement in the event that the Diamond Transaction has not been consummated on or before June 9, 2025 (the “End Date”); except that the End Date will automatically be successively extended to December 9, 2025, and June 9, 2026, if all required applicable regulatory approvals have not been obtained by what would otherwise be the End Date but all other conditions to closing have been satisfied. At 11:59 ET on July 24, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired in connection with the pending merger. Completion of the Diamond Transaction is subject to the satisfaction of the remaining customary closing conditions, including approval by Diamond's stockholders and the receipt of informal clearance by the Australian Competition & Consumer Commission. A special meeting of Diamond stockholders to vote on the transaction is currently scheduled for 8:30 a.m. CDT on August 27, 2024.
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Accounting Pronouncements
 6 Months Ended
Jun. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Accounting Pronouncements
Note 3 — Accounting Pronouncements
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
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Income (Loss) Per Share
 6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Income (Loss) Per Share
Note 4 — Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator:
Net income (loss)$195,008 $65,816 $290,489 $173,879 
Denominator:
Weighted average shares outstanding – basic142,854 138,058 142,404 136,502 
Dilutive effect of share-based awards1,559 3,242 1,559 3,242 
Dilutive effect of warrants1,647 5,692 1,651 6,810 
Weighted average shares outstanding – diluted146,060 146,992 145,614 146,554 
Per share data
Basic
Net income (loss)$1.37 $0.48 $2.04 $1.27 
Diluted
Net income (loss)$1.34 $0.45 $1.99 $1.19 
Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
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 June 30, 2024, Noble had approximately 142.9 million A ordinary shares, par value $0.00001 per share (“Ordinary Shares”) outstanding as compared to approximately 140.8 million Ordinary Shares outstanding at December 31, 2023. In addition, as of June 30, 2024, 1.0 million Tranche 1 Warrants, 1.1 million Tranche 2 Warrants, and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 5.2 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 $57.2 million (or $0.40 per share), was declared on May 6, 2024, and paid on June 27, 2024, to shareholders of record at close of business on June 6, 2024.
On June 10, 2024, Noble’s Board of Directors declared an interim quarterly cash dividend on our Ordinary Shares of $0.50 per share for the third quarter of 2024. This dividend is in addition to the $0.40 per share dividend previously announced which was paid on June 27, 2024, to shareholders of record at close of business on June 6, 2024. The $0.50 dividend is expected to be paid on September 26, 2024, to shareholders of record at close of business on September 12, 2024. As of June 30, 2024, we had dividends accrued of $71.5 million included in “Other current liabilities.”
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by the Board of Directors.
Share Repurchases
Under law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders. Such purchases may be paid for only out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with law. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three and six months ended June 30, 2024, we did not repurchase any of our Ordinary Shares. During the three and six months ended June 30, 2023, we repurchased 1.6 million and 1.8 million of our Ordinary Shares, respectively, which were subsequently cancelled.
Warrants
The tranche 1 warrants (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the tranche 2 warrants (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant, and the tranche 3 warrants (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant.
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Property and Equipment
 6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment
Note 5 — Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:
June 30, 2024December 31, 2023
Drilling equipment and facilities$4,471,409 $4,338,229 
Construction in progress337,876 210,759 
Other44,713 42,948 
Property and equipment, at cost$4,853,998 $4,591,936 
Capital additions, including capitalized interest, during the three months ended June 30, 2024 and 2023, totaled $151.7 million and $115.9 million, respectively, and during the six months ended June 30, 2024 and 2023, totaled $266.6 million and $170.9 million, respectively.
During the second quarter of 2024, we sold the Noble Explorer for total proceeds of $25.0 million, $21.5 million of which was received in the fourth quarter of 2023, resulting in a pre-tax gain of $17.4 million.
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Debt
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt
Note 6 — Debt
Amended and Restated Senior Secured Revolving Credit Agreement
In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC (“Noble Finance II”), Noble International Finance Company, and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee (the 2023 Revolving Credit Agreement and the facility thereunder, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility provides for commitments of $550.0 million with maturity in 2028. The guarantors (the “Guarantors”) under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of June 30, 2024, we had $35.0 million borrowings outstanding and $23.2 million of letters of credit issued under the 2023 Revolving Credit Agreement.
8.000% Senior Notes due 2030
In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued the $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee.
The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility.
The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis. As a result of Noble conducting substantially all of its business through Noble Finance II, the financial position and results of operations for Noble Finance II are the same as the information presented for Noble in all material respects. For the three and six months ended June 30, 2024, Noble Finance II’s operating income (loss) was $22.8 million and $33.8 million higher, respectively, than that of Noble. For the three and six months ended June 30, 2023, Noble Finance II’s operating income (loss) was $16.3 million and $30.8 million higher, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration charges attributable to Noble for operations support and stewardship-related services.
Second Lien Notes
On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, among the Debtors and the backstop parties thereto, Noble Cayman and Noble Finance Company consummated the Rights Offering of the Second Lien Notes and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million.
On April 18, 2023, we redeemed the remaining balance of approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $25.7 million.
DNB Credit Facility and New DNB Credit Facility
On October 3, 2022 (the “Closing Date”) the merger, pursuant to a Business Combination Agreement, dated November 10, 2021, as amended (the “Business Combination”) by and among Noble, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”) and the other parties thereto, became effective and Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intragroup charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”) and on December 22, 2022, it was terminated and replaced with the New DNB Credit Facility. On April 18, 2023, we repaid
the $347.5 million of outstanding borrowings under the New DNB Credit Facility using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $0.7 million.
DSF Credit Facility
The Company guaranteed the DSF Credit Facility in connection with the Business Combination, and it was repaid in full on February 23, 2023, using cash on hand.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The fair values of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates.
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
June 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$587,051 $623,508 $586,203 $626,472 
Credit facility
Amended and Restated Senior Secured Revolving Credit Facility matures April 202835,000 35,000 — — 
Total debt622,051 658,508 586,203 626,472 
Less: Current maturities of long-term debt— — — — 
Long-term debt$622,051 $658,508 $586,203 $626,472 
v3.24.2.u1
Revenue and Customers
 6 Months Ended
Jun. 30, 2024
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 services revenue by rig types:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Floaters$517,755 $493,983 1,012,222 970,216 
Jackups142,955 112,197 260,913 211,254 
Total$660,710 $606,180 $1,273,135 $1,181,470 
Contract Balances
Accounts receivable are recognized when the right to the consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11 and the Business Combination with Maersk Drilling and are included in “Intangible assets” and “Noncurrent contract liabilities,” respectively.
The following table provides information about contract assets and contract liabilities from contracts with customers:
June 30, 2024December 31, 2023
Current customer contract assets$22,453 $4,208 
Noncurrent customer contract assets12,625 208 
Total customer contract assets35,078 4,416 
Current deferred revenue(42,948)(19,679)
Noncurrent deferred revenue(28,898)(23,393)
Total deferred revenue$(71,846)$(43,072)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2024 and 2023, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2023
$4,416 $(43,072)
Amortization of deferred costs(7,029)— 
Additions to deferred costs37,691 — 
Amortization of deferred revenue— 23,710 
Additions to deferred revenue— (52,484)
Total30,662 (28,774)
Net balance at June 30, 2024
$35,078 $(71,846)
Net balance at December 31, 2022
$11,537 $(59,797)
Amortization of deferred costs(14,206)— 
Additions to deferred costs12,009 — 
Amortization of deferred revenue— 38,481 
Additions to deferred revenue— (19,575)
Total(2,197)18,906 
Net balance at June 30, 2023
$9,340 $(40,891)
Contract Costs
Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations.
Off-market Customer Contract Assets and Liabilities
Upon emergence from Chapter 11 the Company recognized fair value adjustments of $113.4 million related to intangible assets for certain favorable customer contracts, which were fully amortized as of August 2023. In addition, in connection with the Business Combination with Maersk Drilling, the Company recognized additional fair value adjustments of $23.0 million, These intangible assets will be amortized as a reduction of contract drilling services revenue from the Closing Date through the remainder of the contracts.
In connection with the Business Combination with Maersk Drilling, the Company recognized a fair value adjustment of $237.7 million related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date through the remainder of the contracts.
Unfavorable
contracts		Favorable
contracts
Balance at December 31, 2023
$(50,863)$10,128 
Amortization48,622 (5,772)
Balance at June 30, 2024
$(2,241)$4,356 
Balance at December 31, 2022
$(181,883)$34,372 
Amortization102,091 (17,354)
Balance at June 30, 2023
$(79,792)$17,018 
Estimated future amortization over the expected remaining contract periods:
For the Year Ended December 31,
2024Total
Unfavorable contracts$2,241 $2,241 
Favorable contracts(4,356)(4,356)
Total$(2,115)$(2,115)
v3.24.2.u1
Income Taxes
 6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
Note 8 — Income Taxes
At June 30, 2024, the Company had deferred tax assets of $248.8 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $7.8 million, inclusive of a valuation allowance of $18.5 million.
During the three months ended June 30, 2024, the Company recognized additional discrete deferred tax benefits of $63.1 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana and Luxembourg.
During the six months ended June 30, 2024, the Company recognized additional discrete deferred tax benefits of $81.6 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg.
During the three months ended June 30, 2023, the Company recognized additional discrete deferred tax benefits of $50.7 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg.
During the six months ended June 30, 2023, the Company recognized additional deferred tax benefits of $84.6 million, $3.9 million, and $7.2 million in Guyana, Norway, and Switzerland, respectively.
In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the relevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
At June 30, 2024, the reserves for uncertain tax positions totaled $183.6 million (net of related tax benefits of $0.1 million). At December 31, 2023, the reserves for uncertain tax positions totaled $202.3 million (net of related tax benefits of $0.1 million).
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation.
During the three months ended June 30, 2024, our tax provision included tax benefits of $63.1 million mainly related to releases of valuation allowance for deferred tax benefits in Luxembourg. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of $57.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
During the six months ended June 30, 2024, our tax provision included tax benefits of $81.6 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits are offset by tax expenses related to a net increase in uncertain tax positions of $6.9 million and recurring quarterly accruals of $59.3 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria
The OECD, which represents a coalition of member countries, issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting. The recommendations in these white papers are generally aimed at combating what they believe is tax avoidance. Numerous jurisdictions in which we operate have been influenced by these white papers as well as other factors and are increasingly active in evaluating changes to their tax laws. In addition, the OECD has advanced reforms focused on global profit allocation and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for Pillar Two agreed upon by 136 nations. On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan by January 1, 2024. Numerous countries, including the UK, have enacted legislation implementing Pillar Two effective January 1, 2024. While we continue to review additional guidance and regulations as they become available, we do not currently believe the impact of this legislation will result in a material adverse effect on our consolidated financial statements.
v3.24.2.u1
Employee Benefit Plans
 6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plans
Note 9 — Employee Benefit Plans
Pension costs (gain) include the following components:
Three Months Ended June 30,
20242023
Non-USUSNon-USUS
Interest cost$518 $2,187 $575 $2,248 
Return on plan assets(567)(2,310)(491)(2,396)
Recognized net actuarial (gain) loss25 — 63 (57)
Net pension benefit cost (gain)$(24)$(123)$147 $(205)
Six Months Ended June 30,
20242023
Non-USUSNon-USUS
Interest cost$1,034 $4,375 1,124 4,496 
Return on plan assets(1,131)(4,621)(959)(4,790)
Recognized net actuarial (gain) loss49 — 122 (115)
Net pension benefit cost (gain)$(48)$(246)$287 $(409)
During the three and six months ended June 30, 2024 and 2023, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three and six months ended June 30, 2024 and 2023.
v3.24.2.u1
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 10 — Commitments and Contingencies
Tax Matters
Audit claims of approximately $84.3 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are attributable to Mexico related to tax years 2007 and 2009, Guyana related to tax years 2018 to 2021, Saudi Arabia related to tax years 2015 to 2019, Nigeria related to tax years 2011 to 2019, Ghana related to tax years 2011 to 2017, and Egypt related to tax years 2012 to 2016. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. This remains under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress.
We operate in numerous countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50% likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Hurricane Ida Personal Injury Claims
In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. Due to the environmental conditions, a number of crew members were treated for injuries and released from medical care. We have had multiple parties, some of which are subject to a third-party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action in the United States District Court Western District of Louisiana, seeking damages related to physical and emotional harm allegedly suffered as a result of the Hurricane Ida incident. We are in the discovery phase and we intend to defend ourselves vigorously against these claims, although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. Timing differences are likely to exist between any losses incurred and the recognition and receipt of insurance proceeds reflected in the Company’s financial statements. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations.
Letters of Credit and Surety bonds
As of June 30, 2024, we had $23.2 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $112.7 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.
v3.24.2.u1
Supplemental Financial Information
 6 Months Ended
Jun. 30, 2024
Supplemental Financial Information [Abstract]  
Supplemental Financial Information
Note 11 — Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Noble’s restricted cash balance as of June 30, 2024 and December 31, 2023, was $5.6 million and $7.0 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Six Months Ended June 30,
20242023
Accounts receivable$(88,190)$(47,998)
Other current assets(5,096)(35,641)
Other assets4,825 4,287 
Accounts payable(17,421)18,754 
Other current liabilities(1,145)(13,450)
Other liabilities4,229 18,528 
Total net change in assets and liabilities$(102,798)$(55,520)
Non-cash investing and financing activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:
Six Months Ended June 30,
20242023
Accrued capital expenditures at period end$73,643 $71,291 
Dividends declared but not paid at period end71,452 — 
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income (loss) $ 195,008 $ 65,816 $ 290,489 $ 173,879
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Organization and Basis of Presentation (Policies)
 6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Accounting Standards Adopted and Recently Issued Accounting Standards
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
v3.24.2.u1
Income (Loss) Per Share (Tables)
 6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator:
Net income (loss)$195,008 $65,816 $290,489 $173,879 
Denominator:
Weighted average shares outstanding – basic142,854 138,058 142,404 136,502 
Dilutive effect of share-based awards1,559 3,242 1,559 3,242 
Dilutive effect of warrants1,647 5,692 1,651 6,810 
Weighted average shares outstanding – diluted146,060 146,992 145,614 146,554 
Per share data
Basic
Net income (loss)$1.37 $0.48 $2.04 $1.27 
Diluted
Net income (loss)$1.34 $0.45 $1.99 $1.19 
Schedule of Antidilutive Securities Excluded from Computation of Income (Loss) Per Share The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
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.
v3.24.2.u1
Property and Equipment (Tables)
 6 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, at Cost
Property and equipment, at cost, for Noble consisted of the following:
June 30, 2024December 31, 2023
Drilling equipment and facilities$4,471,409 $4,338,229 
Construction in progress337,876 210,759 
Other44,713 42,948 
Property and equipment, at cost$4,853,998 $4,591,936 
v3.24.2.u1
Debt (Tables)
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
June 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$587,051 $623,508 $586,203 $626,472 
Credit facility
Amended and Restated Senior Secured Revolving Credit Facility matures April 202835,000 35,000 — — 
Total debt622,051 658,508 586,203 626,472 
Less: Current maturities of long-term debt— — — — 
Long-term debt$622,051 $658,508 $586,203 $626,472 
v3.24.2.u1
Revenue and Customers (Tables)
 6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue by Rig Types
The following table provides information about contract drilling services revenue by rig types:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Floaters$517,755 $493,983 1,012,222 970,216 
Jackups142,955 112,197 260,913 211,254 
Total$660,710 $606,180 $1,273,135 $1,181,470 
Schedule of Contract Assets and Contract Liabilities
The following table provides information about contract assets and contract liabilities from contracts with customers:
June 30, 2024December 31, 2023
Current customer contract assets$22,453 $4,208 
Noncurrent customer contract assets12,625 208 
Total customer contract assets35,078 4,416 
Current deferred revenue(42,948)(19,679)
Noncurrent deferred revenue(28,898)(23,393)
Total deferred revenue$(71,846)$(43,072)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the six months ended June 30, 2024 and 2023, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2023
$4,416 $(43,072)
Amortization of deferred costs(7,029)— 
Additions to deferred costs37,691 — 
Amortization of deferred revenue— 23,710 
Additions to deferred revenue— (52,484)
Total30,662 (28,774)
Net balance at June 30, 2024
$35,078 $(71,846)
Net balance at December 31, 2022
$11,537 $(59,797)
Amortization of deferred costs(14,206)— 
Additions to deferred costs12,009 — 
Amortization of deferred revenue— 38,481 
Additions to deferred revenue— (19,575)
Total(2,197)18,906 
Net balance at June 30, 2023
$9,340 $(40,891)
Unfavorable
contracts		Favorable
contracts
Balance at December 31, 2023
$(50,863)$10,128 
Amortization48,622 (5,772)
Balance at June 30, 2024
$(2,241)$4,356 
Balance at December 31, 2022
$(181,883)$34,372 
Amortization102,091 (17,354)
Balance at June 30, 2023
$(79,792)$17,018 
Estimated future amortization over the expected remaining contract periods:
For the Year Ended December 31,
2024Total
Unfavorable contracts$2,241 $2,241 
Favorable contracts(4,356)(4,356)
Total$(2,115)$(2,115)
v3.24.2.u1
Employee Benefit Plans (Tables)
 6 Months Ended
Jun. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Pension Costs (Gains)
Pension costs (gain) include the following components:
Three Months Ended June 30,
20242023
Non-USUSNon-USUS
Interest cost$518 $2,187 $575 $2,248 
Return on plan assets(567)(2,310)(491)(2,396)
Recognized net actuarial (gain) loss25 — 63 (57)
Net pension benefit cost (gain)$(24)$(123)$147 $(205)
Six Months Ended June 30,
20242023
Non-USUSNon-USUS
Interest cost$1,034 $4,375 1,124 4,496 
Return on plan assets(1,131)(4,621)(959)(4,790)
Recognized net actuarial (gain) loss49 — 122 (115)
Net pension benefit cost (gain)$(48)$(246)$287 $(409)
v3.24.2.u1
Supplemental Financial Information (Tables)
 6 Months Ended
Jun. 30, 2024
Supplemental Financial Information [Abstract]  
Schedule of Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Six Months Ended June 30,
20242023
Accounts receivable$(88,190)$(47,998)
Other current assets(5,096)(35,641)
Other assets4,825 4,287 
Accounts payable(17,421)18,754 
Other current liabilities(1,145)(13,450)
Other liabilities4,229 18,528 
Total net change in assets and liabilities$(102,798)$(55,520)
Schedule of Non-Cash Investing and Financing Activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:
Six Months Ended June 30,
20242023
Accrued capital expenditures at period end$73,643 $71,291 
Dividends declared but not paid at period end71,452 — 
v3.24.2.u1
Organization and Basis of Presentation (Details)
 6 Months Ended
Jun. 30, 2024
segment
Aug. 01, 2024
rig
jackup
floater
Subsequent Event [Line Items]    
Number of reportable segments | segment 1  
Subsequent Event    
Subsequent Event [Line Items]    
Number of drilling rigs | rig   31
Number of floaters | floater   18
Number of jackups | jackup   13
v3.24.2.u1
Acquisitions (Details)
$ / shares in Units, $ in Thousands
 6 Months Ended
Jun. 09, 2024
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Business Acquisition [Line Items]      
Borrowings on credit facilities   $ 35,000 $ 0
Diamond      
Business Acquisition [Line Items]      
Per share equity consideration (in shares) | shares 0.2316    
Cash consideration per share (in dollars per share) | $ / shares $ 5.65    
Percentage of diamond’s closing share price premium (as a percent) 0.114    
Percentage of diamond shareholder's ownership 0.145    
Bridge Loan | Diamond      
Business Acquisition [Line Items]      
Borrowings on credit facilities $ 600,000    
v3.24.2.u1
Income (Loss) Per Share - Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator:        
Net income (loss) $ 195,008 $ 65,816 $ 290,489 $ 173,879
Denominator:        
Weighted average shares outstanding - basic (in shares) 142,854 138,058 142,404 136,502
Dilutive effect of share-based awards (in shares) 1,559 3,242 1,559 3,242
Dilutive effect of warrants (in shares) 1,647 5,692 1,651 6,810
Weighted average shares outstanding - diluted (in shares) 146,060 146,992 145,614 146,554
Basic        
Net income (loss) (in usd per share) $ 1.37 $ 0.48 $ 2.04 $ 1.27
Diluted        
Net income (loss) (in usd per share) $ 1.34 $ 0.45 $ 1.99 $ 1.19
v3.24.2.u1
Income (Loss) Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Warrants        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share, amount (in shares) 2,774 2,774 2,774 2,774
v3.24.2.u1
Income (Loss) Per Share - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 27, 2024
Jun. 10, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Ordinary shares, shares outstanding (in shares)     142,903,508   142,903,508   140,773,750
Ordinary shares, par value (in dollars per share)     $ 0.00001   $ 0.00001    
Payments of dividends $ 57,200       $ 116,581 $ 0  
Common stock dividends paid (in usd per share) $ 0.40            
Common stock dividends declared (in usd per share)   $ 0.50          
Dividends declared but not paid at period end     $ 71,452 $ 0 $ 71,452 $ 0  
Shareholder authority to repurchase, percentage of issued share capital     15.00%   15.00%    
Shareholder authority to repurchase, period         5 years    
Share repurchases authorized (in shares)     20,601,161   20,601,161    
Stock repurchased and cancelled during period (in shares)     0 1,600,000 0 1,800,000  
2022 Long-Term Incentive Plan              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Total number of shares issuable under incentive plan (in shares)     5,200,000   5,200,000    
Tranche 1 Warrants              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Warrants outstanding (in shares)     1,000,000   1,000,000    
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]              
Warrants 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)     $ 23.13   $ 23.13    
Tranche 3 Warrants              
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]              
Warrants 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    
v3.24.2.u1
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 4,853,998 $ 4,591,936
Drilling equipment and facilities    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 4,471,409 4,338,229
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 337,876 210,759
Other    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 44,713 $ 42,948
v3.24.2.u1
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Property, Plant and Equipment [Line Items]          
Capital expenditures, including capitalized interest $ 151.7   $ 115.9 $ 266.6 $ 170.9
Rig          
Property, Plant and Equipment [Line Items]          
Proceeds from sale of property, plant, and equipment 25.0 $ 21.5      
Pre-tax gain from sale of property, plant, and equipment $ 17.4        
v3.24.2.u1
Debt - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended
Apr. 18, 2023
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Feb. 05, 2021
Debt Instrument [Line Items]            
Difference in operating income (loss)   $ 22,800,000 $ 16,300,000 $ 33,800,000 $ 30,800,000  
Loss on extinguishment of debt, net   $ 0 $ 26,397,000 $ 0 $ 26,397,000  
8.000% Senior Notes due April 2030 | Senior Notes            
Debt Instrument [Line Items]            
Stated interest rate 8.00%          
Debt face amount $ 600,000,000          
8.000% Senior Notes due April 2030 | Secured Debt            
Debt Instrument [Line Items]            
Stated interest rate   8.00%   8.00%    
Second Lien Notes | Secured Debt            
Debt Instrument [Line Items]            
Debt, aggregate subscription price           $ 200,000,000
Debt repurchase amount 173,700,000          
Loss on repurchase of debt instrument 25,700,000          
New DNB Credit Facility matures December 2025 | Credit facility            
Debt Instrument [Line Items]            
Repayments of credit facilities 347,500,000          
Loss on extinguishment of debt, net 700,000          
Credit facility | 2023 Revolving Credit Agreement            
Debt Instrument [Line Items]            
Letters of credit outstanding amount   $ 23,200,000   $ 23,200,000    
Credit facility | 2023 Revolving Credit Agreement | Credit facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity $ 550,000,000          
Borrowings outstanding   $ 35,000,000   $ 35,000,000    
v3.24.2.u1
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 622,051 $ 586,203
Carrying Value    
Debt Instrument [Line Items]    
Total debt 622,051 586,203
Less: Current maturities of long-term debt 0 0
Long-term debt 622,051 586,203
Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt 658,508 626,472
Less: Current maturities of long-term debt 0 0
Long-term debt 658,508 626,472
Credit facility | Credit facility | Carrying Value    
Debt Instrument [Line Items]    
Total debt 35,000 0
Credit facility | Credit facility | Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt $ 35,000 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 $ 587,051 586,203
8.000% Senior Notes due April 2030 | Senior secured notes | Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt $ 623,508 $ 626,472
v3.24.2.u1
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Total $ 692,844 $ 638,535 $ 1,329,928 $ 1,248,589
Contract drilling services        
Disaggregation of Revenue [Line Items]        
Total 660,710 606,180 1,273,135 1,181,470
Floaters        
Disaggregation of Revenue [Line Items]        
Total 517,755 493,983 1,012,222 970,216
Jackups        
Disaggregation of Revenue [Line Items]        
Total $ 142,955 $ 112,197 $ 260,913 $ 211,254
v3.24.2.u1
Revenue and Customers - Additional Information (Details) - USD ($)
$ in Millions
 6 Months Ended
Oct. 03, 2022
Jun. 30, 2024
Chapter 11 Bankruptcy    
Disaggregation of Revenue [Line Items]    
Favorable customer contracts, fair value adjustments $ 113.4  
Maersk Drilling    
Disaggregation of Revenue [Line Items]    
Favorable customer contracts, fair value adjustments 23.0  
Unfavorable customer contracts, fair value adjustment $ 237.7  
Minimum    
Disaggregation of Revenue [Line Items]    
Payment term (in days)   30 days
Maximum    
Disaggregation of Revenue [Line Items]    
Payment term (in days)   60 days
v3.24.2.u1
Revenue and Customers - Contract Assets and Contract Liabilities with Customers (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]        
Current customer contract assets $ 22,453 $ 4,208    
Noncurrent customer contract assets 12,625 208    
Total customer contract assets 35,078 4,416 $ 9,340 $ 11,537
Current deferred revenue (42,948) (19,679)    
Noncurrent deferred revenue (28,898) (23,393)    
Total deferred revenue $ (71,846) $ (43,072) $ (40,891) $ (59,797)
v3.24.2.u1
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Contract Assets    
Contract assets, beginning balance $ 4,416 $ 11,537
Amortization of deferred costs (7,029) (14,206)
Additions to deferred costs 37,691 12,009
Total 30,662 (2,197)
Contract assets, ending balance 35,078 9,340
Contract Liabilities    
Contract liabilities, beginning balance (43,072) (59,797)
Amortization of deferred revenue 23,710 38,481
Additions to deferred revenue (52,484) (19,575)
Total (28,774) 18,906
Contract liabilities, ending balance $ (71,846) $ (40,891)
v3.24.2.u1
Revenue and Customers - Favorable and Unfavorable Contracts (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Unfavorable contracts    
Beginning balance $ (50,863)  
Ending balance (2,241)  
Maersk Drilling    
Unfavorable contracts    
Beginning balance (50,863) $ (181,883)
Amortization 48,622 102,091
Ending balance (2,241) (79,792)
Maersk Drilling | Favorable contracts    
Favorable contracts    
Beginning balance 10,128 34,372
Amortization (5,772) (17,354)
Ending balance $ 4,356 $ 17,018
v3.24.2.u1
Revenue and Customers - Estimated Future Amortization (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Unfavorable contracts        
Noncurrent contract liabilities $ 2,241 $ 50,863    
Maersk Drilling        
Unfavorable contracts        
2024 2,241      
Noncurrent contract liabilities 2,241 50,863 $ 79,792 $ 181,883
Total        
2024 (2,115)      
Total (2,115)      
Maersk Drilling | Favorable contracts        
Favorable contracts        
2024 (4,356)      
Favorable contracts $ (4,356) $ (10,128) $ (17,018) $ (34,372)
v3.24.2.u1
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred tax assets, net of valuation allowance $ 248.8   $ 248.8    
Deferred tax liabilities 7.8   7.8    
Valuation allowance 18.5   18.5    
Reserves for uncertain tax positions 183.6   183.6   $ 202.3
Uncertain tax positions, related tax benefits 0.1   0.1   $ 0.1
New uncertain tax positions     6.9    
Foreign Tax Authority | Guyana and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits 63.1        
Foreign Tax Authority | Guyana, Luxembourg, Switzerland, and Nigeria          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits     81.6    
Tax expenses related to various recurring items 57.8   59.3    
Foreign Tax Authority | Guyana, Norway, Switzerland, and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits   $ 50.7      
Foreign Tax Authority | Guyana          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       $ 84.6  
Foreign Tax Authority | Norway          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       3.9  
Foreign Tax Authority | Switzerland          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       $ 7.2  
Foreign Tax Authority | Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits $ 63.1        
Foreign Tax Authority | Nigeria, Switzerland, and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits     $ 81.6    
v3.24.2.u1
Employee Benefit Plans - Schedule of Pension Costs (Gains) (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Non-US        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost $ 518 $ 575 $ 1,034 $ 1,124
Return on plan assets (567) (491) (1,131) (959)
Recognized net actuarial (gain) loss 25 63 49 122
Net pension benefit cost (gain) (24) 147 (48) 287
US        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost 2,187 2,248 4,375 4,496
Return on plan assets (2,310) (2,396) (4,621) (4,790)
Recognized net actuarial (gain) loss 0 (57) 0 (115)
Net pension benefit cost (gain) $ (123) $ (205) $ (246) $ (409)
v3.24.2.u1
Employee Benefit Plans - Additional Information (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Retirement Benefits [Abstract]        
Defined benefit plan, contributions by employer $ 0 $ 0 $ 0 $ 0
Defined benefit plans, service costs $ 0 $ 0 $ 0 $ 0
v3.24.2.u1
Commitments and Contingencies (Details)
$ in Millions
 6 Months Ended
Jun. 30, 2024
USD ($)
Other Commitments [Line Items]  
Other contingencies, agreements with executive officers and employees, term 3 years
Credit facility | 2023 Revolving Credit Agreement  
Other Commitments [Line Items]  
Letters of credit outstanding amount $ 23.2
Credit facility | Unsecured Debt  
Other Commitments [Line Items]  
Letters of credit outstanding amount 112.7
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 $ 84.3
v3.24.2.u1
Supplemental Financial Information - Additional Information (Details) - USD ($)
$ in Millions
Jun. 30, 2024
Dec. 31, 2023
Supplemental Financial Information [Abstract]    
Restricted cash $ 5.6 $ 7.0
v3.24.2.u1
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Supplemental Financial Information [Abstract]    
Accounts receivable $ (88,190) $ (47,998)
Other current assets (5,096) (35,641)
Other assets 4,825 4,287
Accounts payable (17,421) 18,754
Other current liabilities (1,145) (13,450)
Other liabilities 4,229 18,528
Total net change in assets and liabilities $ (102,798) $ (55,520)
v3.24.2.u1
Supplemental Financial Information - Schedule of Non-Cash Investing and Financing Activities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Supplemental Financial Information [Abstract]    
Accrued capital expenditures at period end $ 73,643 $ 71,291
Dividends declared but not paid at period end $ 71,452 $ 0