Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36211 | ||
Entity Registrant Name | Noble Corporation | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1575532 | ||
Entity Address, Address Line One | 13135 Dairy Ashford, Suite 800 | ||
Entity Address, City or Town | Sugar Land | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77478 | ||
City Area Code | 281 | ||
Local Phone Number | 276-6100 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.00001 per share, of Noble Corporation | ||
Trading Symbol | NE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,500 | ||
Entity Common Stock, Shares Outstanding | 61,856,875 | ||
Documents Incorporated by Reference | Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K will be incorporated by reference from an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission.This Form 10-K is a combined annual report being filed separately by two registrants: Noble Corporation, a Cayman Islands company, and its wholly-owned subsidiary, Noble Finance Company, a Cayman Islands company. | ||
Entity Central Index Key | 0001458891 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Noble Finance Company | |||
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-31306 | ||
Entity Registrant Name | Noble Finance Company | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-0366361 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 261,246,093 | ||
Entity Central Index Key | 0001169055 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ 194,138 | $ 111,968 | $ 343,332 |
Accounts receivable, net | 200,419 | 189,207 | 147,863 |
Taxes receivable | 16,063 | 32,556 | 30,767 |
Prepaid expenses and other current assets | 45,026 | 32,681 | 80,322 |
Total current assets | 455,646 | 366,412 | 602,284 |
Intangible assets | 61,849 | 113,389 | 0 |
Property and equipment, at cost | 1,555,975 | 1,155,725 | 4,777,697 |
Accumulated depreciation | (77,275) | 0 | (1,200,628) |
Property and equipment, net | 1,478,700 | 1,155,725 | 3,577,069 |
Other assets | 77,247 | 70,420 | 84,584 |
Total assets | 2,073,442 | 1,705,946 | 4,263,937 |
Current liabilities | |||
Accounts payable | 120,389 | 81,949 | 95,159 |
Accrued payroll and related costs | 48,346 | 35,615 | 36,553 |
Taxes payable | 28,735 | 34,211 | 36,819 |
Interest payable | 9,788 | 0 | |
Other current liabilities | 41,136 | 33,635 | 49,820 |
Total current liabilities | 248,394 | 185,410 | 218,351 |
Long-term debt | 216,000 | 393,500 | 0 |
Deferred income taxes | 13,195 | 21,525 | 9,292 |
Other liabilities | 95,226 | 86,743 | 108,039 |
Liabilities subject to compromise | 0 | 0 | 4,239,643 |
Total liabilities | 572,815 | 687,178 | 4,575,325 |
Commitments and contingencies (Note 16) | |||
Shareholders' equity (deficit) | |||
Common stock | 1 | 1 | 2,511 |
Additional paid-in capital | 1,393,255 | 1,018,767 | 814,796 |
Retained earnings (accumulated deficit) | 101,982 | 0 | (1,070,683) |
Accumulated other comprehensive income (loss) | 5,389 | 0 | (58,012) |
Total shareholders' equity (deficit) | 1,500,627 | 1,018,768 | (311,388) |
Total liabilities and equity | $ 2,073,442 | $ 1,705,946 | $ 4,263,937 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.00001 | $ 0.01 |
Ordinary shares, shares outstanding (in shares) | 60,172 | 251,084 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating revenues | ||||
Operating revenues | $ 77,481,000 | $ 770,325,000 | $ 964,272,000 | $ 1,305,438,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 20,622,000 | 89,535,000 | 374,129,000 | 440,221,000 |
General and administrative | 5,727,000 | 62,476,000 | 121,196,000 | 168,792,000 |
Merger and integration costs | 0 | 24,792,000 | 0 | 0 |
Gain on sale of operating assets, net | 0 | (185,934,000) | 0 | 0 |
Hurricane losses and (recoveries), net | 0 | 23,350,000 | 0 | 0 |
Prepetition and restructuring costs | 0 | 0 | 14,409,000 | 0 |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 |
Total operating costs and expenses | 76,051,000 | 709,493,000 | 5,040,817,000 | 1,971,711,000 |
Operating income (loss) | 1,430,000 | 60,832,000 | (4,076,545,000) | (666,273,000) |
Other income (expense) | ||||
Interest expense, net of amount capitalized | (229,000) | (31,735,000) | (164,653,000) | (279,435,000) |
Bargain purchase gain | 0 | 62,305,000 | 0 | 0 |
Gain on extinguishment of debt, net | 0 | 0 | 17,254,000 | 30,616,000 |
Interest income and other, net | 399,000 | 10,945,000 | 9,012,000 | 6,007,000 |
Reorganization items, net | 252,051,000 | 0 | (23,930,000) | 0 |
Income (loss) from continuing operations before income taxes | 253,651,000 | 102,347,000 | (4,238,862,000) | (909,085,000) |
Income tax benefit (provision) | (3,423,000) | (365,000) | 260,403,000 | 38,540,000 |
Net income (loss) from continuing operations | 250,228,000 | 101,982,000 | (3,978,459,000) | (870,545,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net income (loss) | 250,228,000 | 101,982,000 | (3,978,459,000) | (874,366,000) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776,000 |
Net income (loss) attributable to Noble Corporation | 250,228,000 | 101,982,000 | (3,978,459,000) | (700,590,000) |
Income (loss) from continuing operations | 250,228,000 | 101,982,000 | (3,978,459,000) | (696,769,000) |
Net loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ (3,821,000) |
Basic: | ||||
Income (loss) from continuing operations (usd per share) | $ 1 | $ 1.61 | $ (15.86) | $ (2.79) |
Loss from discontinued operations (usd per share) | 0 | 0 | 0 | (0.02) |
Net income (loss) attributable to Noble Corporation (USD per share) | 1 | 1.61 | (15.86) | (2.81) |
Diluted: | ||||
Income (loss) from continuing operations (usd per share) | 0.98 | 1.51 | (15.86) | (2.79) |
Loss from discontinued operations (usd per share) | 0 | 0 | 0 | (0.02) |
Net income (loss) attributable to Noble Corporation (USD per share) | $ 0.98 | $ 1.51 | $ (15.86) | $ (2.81) |
Weighted- Average Shares Outstanding | ||||
Basic (in shares) | 251,115 | 63,186 | 250,792 | 248,949 |
Diluted (in shares) | 256,571 | 67,628 | 250,792 | 248,949 |
Oil and Gas Service | ||||
Operating revenues | ||||
Operating revenues | $ 74,051,000 | $ 708,131,000 | $ 909,236,000 | $ 1,246,058,000 |
Operating costs and expenses | ||||
Cost of services | 46,965,000 | 639,442,000 | 567,487,000 | 698,343,000 |
Reimbursables and other | ||||
Operating revenues | ||||
Operating revenues | 3,430,000 | 62,194,000 | 55,036,000 | 59,380,000 |
Operating costs and expenses | ||||
Cost of services | $ 2,737,000 | $ 55,832,000 | $ 48,188,000 | $ 49,061,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 250,228 | $ 101,982 | $ (3,978,459) | $ (874,366) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (116) | 0 | (521) | 260 |
Net pension plan gain (loss) (net of tax provision (benefit) of $1,597, $59, $(537) and $(924) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 224 | 5,844 | (1,407) | (3,744) |
Amortization of deferred pension plan amounts (net of tax provision of zero, zero, $583 and $584 for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | 0 | 2,183 | 2,197 |
Net pension plan curtailment and settlement gain (loss) (net of tax provision (benefit) of $(121), zero, $32 and $(8) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | (455) | 122 | (30) |
Other comprehensive income (loss), net | 108 | 5,389 | 377 | (1,317) |
Net comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776 |
Comprehensive income (loss) attributable to the company | $ 250,336 | $ 107,371 | $ (3,978,082) | $ (701,907) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net pension plan gain (loss), tax provision (benefit) | $ 59,000 | $ 1,597,000 | $ (537,000) | $ (924,000) |
Amortization of deferred pension plan amounts, tax provision | 0 | 0 | 583,000 | 584,000 |
Net pension plan curtailment and settlement gain (loss), tax provision (benefit) | $ 0 | $ (121,000) | $ 32,000 | $ (8,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||||
Net income (loss) | $ 250,228,000 | $ 101,982,000 | $ (3,978,459,000) | $ (874,366,000) |
Adjustments to reconcile net loss to net cash flow from operating activities: | ||||
Depreciation and amortization | 20,622,000 | 89,535,000 | 374,129,000 | 440,221,000 |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 |
Amortization of intangible assets | 0 | 51,540,000 | 0 | 0 |
Gain on extinguishment of debt, net | 0 | 0 | (17,254,000) | (30,616,000) |
Gain on sale of operating assets, net | 0 | (185,934,000) | 0 | 0 |
Gain on bargain purchase | 0 | (62,305,000) | 0 | 0 |
Reorganization items, net | (280,790,000) | 0 | (17,366,000) | 0 |
Deferred income taxes | 2,501,000 | (34,264,000) | (26,325,000) | (17,825,000) |
Amortization of share-based compensation | 710,000 | 16,510,000 | 9,169,000 | 14,737,000 |
Other costs, net | (10,754,000) | 1,146,000 | (61,550,000) | 60,259,000 |
Changes in components of working capital | ||||
Change in taxes receivable | (1,789,000) | 27,847,000 | 29,880,000 | (11,225,000) |
Net changes in other operating assets and liabilities | (26,176,000) | 45,559,000 | 45,565,000 | (9,708,000) |
Net cash provided by (used in) operating activities | (45,448,000) | 51,616,000 | 273,197,000 | 186,771,000 |
Cash flows from investing activities | ||||
Capital expenditures | (14,629,000) | (154,411,000) | (148,886,000) | (268,783,000) |
Cash acquired in stock-based business combination | 0 | 54,970,000 | 0 | 0 |
Proceeds from disposal of assets, net | 194,000 | 307,324,000 | 27,366,000 | 12,753,000 |
Net cash provided by (used in) investing activities | (14,435,000) | 207,883,000 | (121,520,000) | (256,030,000) |
Cash flows from financing activities | ||||
Issuance of second lien notes | 200,000,000 | 0 | 0 | 0 |
Borrowings on credit facilities | 177,500,000 | 40,000,000 | 210,000,000 | 755,000,000 |
Repayments of credit facilities | (545,000,000) | (217,500,000) | 0 | (420,000,000) |
Repayments of debt | 0 | 0 | (101,132,000) | (400,000,000) |
Debt issuance costs | (23,664,000) | 0 | 0 | (1,092,000) |
Warrants exercised | 0 | 730,000 | 0 | 0 |
Purchase of noncontrolling interests | 0 | 0 | 0 | (106,744,000) |
Dividends paid to noncontrolling interests | 0 | 0 | 0 | (25,109,000) |
Cash paid to settle equity awards | 0 | 0 | (1,010,000) | 0 |
Taxes withheld on employee stock transactions | (1,000) | 0 | (418,000) | (2,779,000) |
Net cash provided by (used in) financing activities | (191,165,000) | (176,770,000) | 107,440,000 | (200,724,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (251,048,000) | 82,729,000 | 259,117,000 | (269,983,000) |
Cash, cash equivalents and restricted cash, beginning of period | 365,041,000 | 113,993,000 | 105,924,000 | 375,907,000 |
Cash, cash equivalents and restricted cash, end of period | $ 113,993,000 | $ 196,722,000 | $ 365,041,000 | $ 105,924,000 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (accumulated deficit) | Accumulated Other Comprehensive income (Loss) | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2018 | 246,794 | |||||
Beginning balance at Dec. 31, 2018 | $ 4,654,574 | $ 2,468 | $ 699,409 | $ 3,608,366 | $ (57,072) | $ 401,403 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Amortization of share-based compensation | 14,737 | 14,737 | ||||
Issuance of share-based compensation shares (in shares) | 2,406 | |||||
Issuance of share-based compensation shares | 0 | $ 24 | (24) | |||
Tax benefit of equity transactions | (2,803) | (2,803) | ||||
Purchase of noncontrolling interests | (106,744) | 95,774 | (202,518) | |||
Net income (loss) | (874,366) | (700,590) | (173,776) | |||
Dividends paid to noncontrolling interests | (25,109) | (25,109) | ||||
Other comprehensive income (loss), net | (1,317) | (1,317) | ||||
Ending balance at Dec. 31, 2019 | 3,658,972 | $ 2,492 | 807,093 | 2,907,776 | (58,389) | 0 |
Ending balance (in shares) at Dec. 31, 2019 | 249,200 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Amortization of share-based compensation | 8,159 | 8,159 | ||||
Issuance of share-based compensation shares (in shares) | 1,884 | |||||
Issuance of share-based compensation shares | 0 | $ 19 | (19) | |||
Tax benefit of equity transactions | (437) | (437) | ||||
Net income (loss) | (3,978,459) | (3,978,459) | ||||
Other comprehensive income (loss), net | 377 | 377 | ||||
Ending balance at Dec. 31, 2020 | $ (311,388) | $ 2,511 | 814,796 | (1,070,683) | (58,012) | 0 |
Ending balance (in shares) at Dec. 31, 2020 | 251,084 | 251,084 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Amortization of share-based compensation | $ 710 | 710 | ||||
Issuance of share-based compensation shares (in shares) | 43 | |||||
Issuance of share-based compensation shares | 0 | |||||
Tax benefit of equity transactions | (1) | (1) | ||||
Net income (loss) | 250,228 | 250,228 | ||||
Other comprehensive income (loss), net | 108 | 108 | ||||
Cancellation of Predecessor equity (in shares) | (251,127) | |||||
Cancellation of Predecessor equity | 60,343 | $ (2,511) | (815,505) | 820,455 | 57,904 | |
Issuance of Successor common stock and warrants (in shares) | 50,000 | |||||
Issuance of Successor common stock and warrants | 1,018,768 | $ 1 | 1,018,767 | |||
Ending balance at Feb. 05, 2021 | 1,018,768 | $ 1 | 1,018,767 | 0 | 0 | 0 |
Ending balance (in shares) at Feb. 05, 2021 | 50,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Amortization of share-based compensation | 16,096 | 16,096 | ||||
Net income (loss) | 101,982 | 101,982 | ||||
Other comprehensive income (loss), net | 5,389 | 5,389 | ||||
Exchange of common stock for penny warrants (in shares) | (6,463) | |||||
Exercise of common stock warrants (in shares) | 35 | |||||
Exercise of common stock warrants | 730 | 730 | ||||
Issuance of common stock for Pacific Drilling merger (in shares) | 16,600 | |||||
Issuance of common stock for Pacific Drilling merger | 357,662 | 357,662 | ||||
Ending balance at Dec. 31, 2021 | $ 1,500,627 | $ 1 | $ 1,393,255 | $ 101,982 | $ 5,389 | $ 0 |
Ending balance (in shares) at Dec. 31, 2021 | 60,172 | 60,172 |
CONSOLIDATED BALANCE SHEETS - F
CONSOLIDATED BALANCE SHEETS - Finco - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 194,138 | $ 343,332 |
Accounts receivable, net | 200,419 | 147,863 |
Taxes receivable | 16,063 | 30,767 |
Prepaid expenses and other current assets | 45,026 | 80,322 |
Total current assets | 455,646 | 602,284 |
Intangible assets | 61,849 | 0 |
Property and equipment, at cost | 1,555,975 | 4,777,697 |
Accumulated depreciation | (77,275) | (1,200,628) |
Property and equipment, net | 1,478,700 | 3,577,069 |
Other assets | 77,247 | 84,584 |
Total assets | 2,073,442 | 4,263,937 |
Current liabilities | ||
Accounts payable | 120,389 | 95,159 |
Accrued payroll and related costs | 48,346 | 36,553 |
Taxes payable | 28,735 | 36,819 |
Interest payable | 9,788 | 0 |
Other current liabilities | 41,136 | 49,820 |
Total current liabilities | 248,394 | 218,351 |
Long-term debt | 216,000 | 0 |
Deferred income taxes | 13,195 | 9,292 |
Other liabilities | 95,226 | 108,039 |
Liabilities subject to compromise | 0 | 4,239,643 |
Total liabilities | 572,815 | 4,575,325 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity (deficit) | ||
Common stock | 1 | 2,511 |
Additional paid-in capital | 1,393,255 | 814,796 |
Retained earnings (accumulated deficit) | 101,982 | (1,070,683) |
Accumulated other comprehensive income (loss) | 5,389 | (58,012) |
Total shareholders' equity (deficit) | 1,500,627 | (311,388) |
Total liabilities and equity | 2,073,442 | 4,263,937 |
Noble Finance Company | ||
Current assets | ||
Cash and cash equivalents | 192,636 | 343,332 |
Accounts receivable, net | 200,419 | 147,863 |
Accounts receivable from affiliates | 0 | 31,214 |
Taxes receivable | 16,063 | 30,767 |
Prepaid expenses and other current assets | 36,545 | 50,469 |
Total current assets | 445,663 | 603,645 |
Intangible assets | 61,849 | 0 |
Property and equipment, at cost | 1,555,975 | 4,777,697 |
Accumulated depreciation | (77,275) | (1,200,628) |
Property and equipment, net | 1,478,700 | 3,577,069 |
Other assets | 77,247 | 84,584 |
Total assets | 2,063,459 | 4,265,298 |
Current liabilities | ||
Accounts payable | 116,030 | 83,649 |
Accrued payroll and related costs | 48,346 | 36,516 |
Taxes payable | 28,735 | 36,819 |
Interest payable | 9,788 | 0 |
Other current liabilities | 40,949 | 49,820 |
Total current liabilities | 243,848 | 206,804 |
Long-term debt | 216,000 | 0 |
Deferred income taxes | 13,195 | 9,292 |
Other liabilities | 94,998 | 108,039 |
Liabilities subject to compromise | 0 | 4,154,555 |
Total liabilities | 568,041 | 4,478,690 |
Commitments and contingencies (Note 16) | ||
Shareholders' equity (deficit) | ||
Common stock | 26,125 | 26,125 |
Additional paid-in capital | 1,393,410 | 766,714 |
Retained earnings (accumulated deficit) | 70,494 | (948,219) |
Accumulated other comprehensive income (loss) | 5,389 | (58,012) |
Total shareholders' equity (deficit) | 1,495,418 | (213,392) |
Total liabilities and equity | $ 2,063,459 | $ 4,265,298 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - Finco - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (usd per share) | $ 0.00001 | $ 0.01 |
Ordinary shares, shares outstanding (in shares) | 60,172 | 251,084 |
Noble Finance Company | ||
Common stock, par value (usd per share) | $ 0.10 | $ 0.10 |
Ordinary shares, shares outstanding (in shares) | 261,246 | 261,246 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - Finco - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating revenues | ||||
Operating revenues | $ 77,481,000 | $ 770,325,000 | $ 964,272,000 | $ 1,305,438,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 20,622,000 | 89,535,000 | 374,129,000 | 440,221,000 |
General and administrative | 5,727,000 | 62,476,000 | 121,196,000 | 168,792,000 |
Merger and integration costs | 0 | 24,792,000 | 0 | 0 |
Gain on sale of operating assets, net | 0 | (185,934,000) | 0 | 0 |
Hurricane losses and (recoveries), net | 0 | 23,350,000 | 0 | 0 |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 |
Total operating costs and expenses | 76,051,000 | 709,493,000 | 5,040,817,000 | 1,971,711,000 |
Operating income (loss) | 1,430,000 | 60,832,000 | (4,076,545,000) | (666,273,000) |
Other income (expense) | ||||
Interest expense, net of amount capitalized | (229,000) | (31,735,000) | (164,653,000) | (279,435,000) |
Gain on extinguishment of debt, net | 0 | 0 | 17,254,000 | 30,616,000 |
Interest income and other, net | 399,000 | 10,945,000 | 9,012,000 | 6,007,000 |
Reorganization items, net | 252,051,000 | 0 | (23,930,000) | 0 |
Income (loss) from continuing operations before income taxes | 253,651,000 | 102,347,000 | (4,238,862,000) | (909,085,000) |
Income tax benefit (provision) | (3,423,000) | (365,000) | 260,403,000 | 38,540,000 |
Net income (loss) from continuing operations | 250,228,000 | 101,982,000 | (3,978,459,000) | (870,545,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net income (loss) | 250,228,000 | 101,982,000 | (3,978,459,000) | (874,366,000) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776,000 |
Net income (loss) attributable to Noble Corporation | 250,228,000 | 101,982,000 | (3,978,459,000) | (700,590,000) |
Noble Finance Company | ||||
Operating revenues | ||||
Operating revenues | 77,481,000 | 770,325,000 | 964,272,000 | 1,305,438,000 |
Operating costs and expenses | ||||
Depreciation and amortization | 20,631,000 | 89,503,000 | 372,560,000 | 437,690,000 |
General and administrative | 5,729,000 | 35,300,000 | 37,798,000 | 34,602,000 |
Merger and integration costs | 0 | 8,289,000 | 0 | 0 |
Gain on sale of operating assets, net | 0 | (187,493,000) | 0 | 0 |
Hurricane losses and (recoveries), net | 0 | 23,350,000 | 0 | 0 |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 |
Total operating costs and expenses | 75,800,000 | 661,785,000 | 4,940,185,000 | 1,832,912,000 |
Operating income (loss) | 1,681,000 | 108,540,000 | (3,975,913,000) | (527,474,000) |
Other income (expense) | ||||
Interest expense, net of amount capitalized | (229,000) | (31,735,000) | (164,653,000) | (279,435,000) |
Gain on extinguishment of debt, net | 0 | 0 | 17,254,000 | 30,616,000 |
Interest income and other, net | 400,000 | 10,945,000 | 9,014,000 | 6,670,000 |
Reorganization items, net | 195,395,000 | 0 | (50,778,000) | 0 |
Income (loss) from continuing operations before income taxes | 197,247,000 | 87,750,000 | (4,165,076,000) | (769,623,000) |
Income tax benefit (provision) | (3,422,000) | (365,000) | 260,403,000 | 38,540,000 |
Net income (loss) from continuing operations | 193,825,000 | 87,385,000 | (3,904,673,000) | (731,083,000) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821,000) |
Net income (loss) | 193,825,000 | 87,385,000 | (3,904,673,000) | (734,904,000) |
Net loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776,000 |
Net income (loss) attributable to Noble Corporation | 193,825,000 | 87,385,000 | (3,904,673,000) | (561,128,000) |
Oil and Gas Service | ||||
Operating revenues | ||||
Operating revenues | 74,051,000 | 708,131,000 | 909,236,000 | 1,246,058,000 |
Operating costs and expenses | ||||
Cost of services | 46,965,000 | 639,442,000 | 567,487,000 | 698,343,000 |
Oil and Gas Service | Noble Finance Company | ||||
Operating revenues | ||||
Operating revenues | 74,051,000 | 708,131,000 | 909,236,000 | 1,246,058,000 |
Operating costs and expenses | ||||
Cost of services | 46,703,000 | 637,004,000 | 566,231,000 | 696,265,000 |
Reimbursables and other | ||||
Operating revenues | ||||
Operating revenues | 3,430,000 | 62,194,000 | 55,036,000 | 59,380,000 |
Operating costs and expenses | ||||
Cost of services | 2,737,000 | 55,832,000 | 48,188,000 | 49,061,000 |
Reimbursables and other | Noble Finance Company | ||||
Operating revenues | ||||
Operating revenues | 3,430,000 | 62,194,000 | 55,036,000 | 59,380,000 |
Operating costs and expenses | ||||
Cost of services | $ 2,737,000 | $ 55,832,000 | $ 48,188,000 | $ 49,061,000 |
CONSOLIDATED STATEMENTS OF CO_3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - Finco - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) | $ 250,228 | $ 101,982 | $ (3,978,459) | $ (874,366) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (116) | 0 | (521) | 260 |
Net pension plan gain (loss) (net of tax provision (benefit) of $1,597, $59, $(537) and $(924) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 224 | 5,844 | (1,407) | (3,744) |
Amortization of deferred pension plan amounts (net of tax provision of zero, zero, $583 and $584 for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | 0 | 2,183 | 2,197 |
Net pension plan curtailment and settlement gain (loss) (net of tax provision (benefit) of $(121), zero, $32 and $(8) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | (455) | 122 | (30) |
Other comprehensive income (loss), net | 108 | 5,389 | 377 | (1,317) |
Net comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776 |
Comprehensive income (loss) attributable to the company | 250,336 | 107,371 | (3,978,082) | (701,907) |
Noble Finance Company | ||||
Net income (loss) | 193,825 | 87,385 | (3,904,673) | (734,904) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (116) | 0 | (521) | 260 |
Net pension plan gain (loss) (net of tax provision (benefit) of $1,597, $59, $(537) and $(924) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 224 | 5,844 | (1,407) | (3,744) |
Amortization of deferred pension plan amounts (net of tax provision of zero, zero, $583 and $584 for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | 0 | 2,183 | 2,197 |
Net pension plan curtailment and settlement gain (loss) (net of tax provision (benefit) of $(121), zero, $32 and $(8) for the period from February 6 through December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively) | 0 | (455) | 122 | (30) |
Other comprehensive income (loss), net | 108 | 5,389 | 377 | (1,317) |
Net comprehensive loss attributable to noncontrolling interests | 0 | 0 | 0 | 173,776 |
Comprehensive income (loss) attributable to the company | $ 193,933 | $ 92,774 | $ (3,904,296) | $ (562,445) |
CONSOLIDATED STATEMENTS OF CO_4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - Finco - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net pension plan gain (loss), tax provision (benefit) | $ 59,000 | $ 1,597,000 | $ (537,000) | $ (924,000) |
Amortization of deferred pension plan amounts, tax provision | 0 | 0 | 583,000 | 584,000 |
Net pension plan curtailment and settlement gain (loss), tax provision (benefit) | 0 | (121,000) | 32,000 | (8,000) |
Noble Finance Company | ||||
Net pension plan gain (loss), tax provision (benefit) | 59,000 | 1,597,000 | (537,000) | (924,000) |
Amortization of deferred pension plan amounts, tax provision | 0 | 0 | 583,000 | 584,000 |
Net pension plan curtailment and settlement gain (loss), tax provision (benefit) | $ 0 | $ (121,000) | $ 32,000 | $ (8,000) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Finco - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||||
Net income (loss) | $ 250,228,000 | $ 101,982,000 | $ (3,978,459,000) | $ (874,366,000) | |
Adjustments to reconcile net loss to net cash flow from operating activities: | |||||
Depreciation and amortization | 20,622,000 | 89,535,000 | 374,129,000 | 440,221,000 | |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 | |
Amortization of intangible assets | 0 | 51,540,000 | 0 | 0 | |
Gain on extinguishment of debt, net | 0 | 0 | (17,254,000) | (30,616,000) | |
Gain on sale of operating assets, net | 0 | (185,934,000) | 0 | 0 | |
Reorganization items, net | (280,790,000) | 0 | (17,366,000) | 0 | |
Deferred income benefit | (2,501,000) | 34,264,000 | 26,325,000 | 17,825,000 | |
Amortization of share-based compensation | 710,000 | 16,510,000 | 9,169,000 | 14,737,000 | |
Other costs, net | (10,754,000) | 1,146,000 | (61,550,000) | 60,259,000 | |
Changes in components of working capital | |||||
Change in taxes receivable | (1,789,000) | 27,847,000 | 29,880,000 | (11,225,000) | |
Net changes in other operating assets and liabilities | (26,176,000) | 45,559,000 | 45,565,000 | (9,708,000) | |
Net cash provided by (used in) operating activities | (45,448,000) | 51,616,000 | 273,197,000 | 186,771,000 | |
Cash flows from investing activities | |||||
Capital expenditures | (14,629,000) | (154,411,000) | (148,886,000) | (268,783,000) | |
Proceeds from disposal of assets | 194,000 | 307,324,000 | 27,366,000 | 12,753,000 | |
Net cash provided by (used in) investing activities | (14,435,000) | 207,883,000 | (121,520,000) | (256,030,000) | |
Cash flows from financing activities | |||||
Issuance of second lien notes | 200,000,000 | 0 | 0 | 0 | |
Borrowings on credit facilities | 177,500,000 | 40,000,000 | 210,000,000 | 755,000,000 | |
Repayments of credit facilities | (545,000,000) | (217,500,000) | 0 | (420,000,000) | |
Repayments of debt | 0 | 0 | (101,132,000) | (400,000,000) | |
Debt issuance costs | (23,664,000) | 0 | 0 | (1,092,000) | |
Purchase of noncontrolling interests | 0 | 0 | 0 | (106,744,000) | |
Dividends paid to noncontrolling interests | 0 | 0 | 0 | (25,109,000) | |
Net cash provided by (used in) financing activities | (191,165,000) | (176,770,000) | 107,440,000 | (200,724,000) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (251,048,000) | 82,729,000 | 259,117,000 | (269,983,000) | |
Cash, cash equivalents and restricted cash, beginning of period | 365,041,000 | 113,993,000 | $ 365,041,000 | 105,924,000 | 375,907,000 |
Cash, cash equivalents and restricted cash, end of period | 113,993,000 | 196,722,000 | 196,722,000 | 365,041,000 | 105,924,000 |
Noble Finance Company | |||||
Cash flows from operating activities | |||||
Net income (loss) | 193,825,000 | 87,385,000 | (3,904,673,000) | (734,904,000) | |
Adjustments to reconcile net loss to net cash flow from operating activities: | |||||
Depreciation and amortization | 20,631,000 | 89,503,000 | 372,560,000 | 437,690,000 | |
Loss on impairment | 0 | 0 | 3,915,408,000 | 615,294,000 | |
Amortization of intangible assets | 0 | 51,540,000 | 0 | 0 | |
Gain on extinguishment of debt, net | 0 | 0 | (17,254,000) | (30,616,000) | |
Gain on sale of operating assets, net | 0 | (187,493,000) | 0 | 0 | |
Reorganization items, net | (203,490,000) | 0 | 44,134,000 | 0 | |
Deferred income benefit | (2,501,000) | 34,264,000 | 26,325,000 | 17,825,000 | |
Amortization of share-based compensation | 710,000 | 16,510,000 | 9,169,000 | 14,689,000 | |
Other costs, net | (3,054,000) | 1,146,000 | (115,550,000) | (39,741,000) | |
Changes in components of working capital | |||||
Change in taxes receivable | (1,789,000) | 27,847,000 | 29,880,000 | (11,225,000) | |
Net changes in other operating assets and liabilities | (21,808,000) | 46,680,000 | 20,714,000 | (6,456,000) | |
Net cash provided by (used in) operating activities | (12,474,000) | 98,854,000 | 328,063,000 | 226,906,000 | |
Cash flows from investing activities | |||||
Capital expenditures | (14,629,000) | (154,411,000) | (148,886,000) | (268,783,000) | |
Proceeds from disposal of assets | 194,000 | 308,883,000 | 27,366,000 | 12,753,000 | |
Net cash provided by (used in) investing activities | (14,435,000) | 154,472,000 | (121,520,000) | (256,030,000) | |
Cash flows from financing activities | |||||
Issuance of second lien notes | 200,000,000 | 0 | 0 | 0 | |
Borrowings on credit facilities | 177,500,000 | 40,000,000 | 210,000,000 | 755,000,000 | |
Repayments of credit facilities | (545,000,000) | (217,500,000) | 0 | (420,000,000) | |
Repayments of debt | 0 | 0 | (101,132,000) | (400,000,000) | |
Debt issuance costs | (10,139,000) | 0 | 0 | (1,092,000) | |
Cash contributed by parent in connection with Pacific Drilling merger | 0 | 54,970,000 | 0 | 0 | |
Purchase of noncontrolling interests | 0 | 0 | 0 | (106,744,000) | |
Dividends paid to noncontrolling interests | 0 | 0 | 0 | (25,109,000) | |
Distributions to parent company, net | (26,503,000) | (49,569,000) | (76,245,000) | (42,103,000) | |
Net cash provided by (used in) financing activities | (204,142,000) | (172,099,000) | 32,623,000 | (240,048,000) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (231,051,000) | 81,227,000 | 239,166,000 | (269,172,000) | |
Cash, cash equivalents and restricted cash, beginning of period | 345,044,000 | 113,993,000 | 345,044,000 | 105,878,000 | 375,050,000 |
Cash, cash equivalents and restricted cash, end of period | $ 113,993,000 | $ 195,220,000 | $ 195,220,000 | $ 345,044,000 | $ 105,878,000 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY - Finco - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (accumulated deficit) | Accumulated Other Comprehensive income (Loss) | Noncontrolling Interests | Noble Finance Company | Noble Finance CompanyCommon Stock | Noble Finance CompanyAdditional Paid-in Capital | Noble Finance CompanyRetained Earnings (accumulated deficit) | Noble Finance CompanyAccumulated Other Comprehensive income (Loss) | Noble Finance CompanyNoncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2018 | 246,794 | 261,246 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 4,654,574 | $ 2,468 | $ 699,409 | $ 3,608,366 | $ (57,072) | $ 401,403 | $ 4,653,468 | $ 26,125 | $ 647,082 | $ 3,635,930 | $ (57,072) | $ 401,403 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (42,103) | (42,103) | ||||||||||
Capital contribution by parent - share-based compensation | 14,689 | 14,689 | ||||||||||
Purchase of noncontrolling interests | (106,744) | 95,774 | (202,518) | (106,744) | 95,774 | (202,518) | ||||||
Net income (loss) | (874,366) | (700,590) | (173,776) | (734,904) | (561,128) | (173,776) | ||||||
Dividends paid to noncontrolling interests | (25,109) | (25,109) | (25,109) | (25,109) | ||||||||
Other comprehensive income (loss), net | (1,317) | (1,317) | (1,317) | (1,317) | ||||||||
Ending balance at Dec. 31, 2019 | 3,658,972 | $ 2,492 | 807,093 | 2,907,776 | (58,389) | 0 | 3,757,980 | $ 26,125 | 757,545 | 3,032,699 | (58,389) | 0 |
Ending balance (in shares) at Dec. 31, 2019 | 249,200 | 261,246 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (76,245) | (76,245) | ||||||||||
Capital contribution by parent - share-based compensation | 9,169 | 9,169 | ||||||||||
Net income (loss) | (3,978,459) | (3,978,459) | (3,904,673) | (3,904,673) | ||||||||
Other comprehensive income (loss), net | 377 | 377 | 377 | 377 | ||||||||
Ending balance at Dec. 31, 2020 | $ (311,388) | $ 2,511 | 814,796 | (1,070,683) | (58,012) | 0 | $ (213,392) | $ 26,125 | 766,714 | (948,219) | (58,012) | 0 |
Ending balance (in shares) at Dec. 31, 2020 | 251,084 | 251,084 | 261,246 | 261,246 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | $ (26,503) | (26,503) | ||||||||||
Capital contribution by parent - share-based compensation | 710 | 710 | ||||||||||
Net income (loss) | $ 250,228 | 250,228 | 193,825 | 193,825 | ||||||||
Other comprehensive income (loss), net | 108 | 108 | 108 | 108 | ||||||||
Cancellation of Predecessor equity | 60,343 | $ (2,511) | (815,505) | 820,455 | 57,904 | 1,061,402 | 222,601 | 780,897 | 57,904 | |||
Ending balance at Feb. 05, 2021 | 1,018,768 | $ 1 | 1,018,767 | 0 | 0 | 0 | 1,016,150 | $ 26,125 | 990,025 | 0 | 0 | 0 |
Ending balance (in shares) at Feb. 05, 2021 | 50,000 | 261,246 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Distributions to parent company, net | (49,569) | (32,678) | (16,891) | |||||||||
Capital contribution by parent - share-based compensation | 16,096 | 16,096 | ||||||||||
Net income (loss) | 101,982 | 101,982 | 87,385 | 87,385 | ||||||||
Other comprehensive income (loss), net | 5,389 | 5,389 | 5,389 | 5,389 | ||||||||
Capital contribution by parent - Pacific Drilling merger | 419,967 | 419,967 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 1,500,627 | $ 1 | $ 1,393,255 | $ 101,982 | $ 5,389 | $ 0 | $ 1,495,418 | $ 26,125 | $ 1,393,410 | $ 70,494 | $ 5,389 | $ 0 |
Ending balance (in shares) at Dec. 31, 2021 | 60,172 | 60,172 | 261,246 | 261,246 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Note 1— Organization and Significant Accounting Policies Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble” or “Successor”), 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 December 31, 2021, our fleet of 20 drilling rigs consisted of 12 floaters and eight 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. On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases and Noble became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down. Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Annual Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to the Effective Date. Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start accounting resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and prior to that date. See “Note 3— Fresh Start Accounting” for additional information. Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a direct, wholly-owned subsidiary of Noble, our parent company, since the Effective Date. Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires. Principles of Consolidation The consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits. Cash and cash equivalents are primarily held by major banks or investment firms. Our cash management and investment policies restrict investments to lower risk, highly liquid securities and we perform periodic evaluations of the relative credit standing of the financial institutions with which we conduct business. Restricted Cash We classify restricted cash balances in current assets if the restriction is expected to expire or otherwise be resolved within one year and in other assets if the restriction is expected to expire or otherwise be resolved in more than one year. As of December 31, 2021 and 2020, our Noble restricted cash balance consisted of $2.6 million and $21.7 million, respectively. As of December 31, 2021 and 2020, our Finco restricted cash balance consisted of $2.6 million and $1.7 million , respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.” As of December 31, 2021, our restricted cash balance was associated cash collateral on the Company’s purchase cards and a performance guarantee on the Noble Faye Kozack . As of December 31, 2020, our restricted cash balance is to comply with restrictions from a Bankruptcy Court order to settle certain professional fees incurred upon or prior to our emergence from bankruptcy. Accounts Receivable We record accounts receivable at the amount we invoice our clients, net of allowance for credit losses. We provide an allowance for uncollectible accounts, as necessary. Our allowance for doubtful accounts as of December 31, 2021 and 2020 was zero and $1.1 million , respectively. Property and Equipment Property and equipment is stated at cost, reduced by provisions to recognize economic impairment. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Drilling equipment and facilities are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment. Estimated useful lives of our drilling equipment range from three two Interest is capitalized on long-term construction project using the weighted average cost of debt outstanding during the period of construction. Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred; however, the costs of the overhauls and asset replacement projects that benefit future periods and which typically occur every three We evaluate our property and equipment for impairment whenever there are changes in facts that suggest that the value of the asset is not recoverable. As part of this analysis, we make assumptions and estimates regarding future market conditions. When circumstances indicate that the carrying value of the assets may not be recoverable, management compares the carrying value to the expected undiscounted pre-tax future cash flows for the associated rig for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows are lower than the carrying value, the net capitalized costs are reduced to fair value. An impairment loss is recognized to the extent that an asset's carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model. The expected future cash flows used for impairment assessment and related fair value measurements are typically based on judgmental assessments of, but were not limited to, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, discount rates, capital expenditures, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term, and considering all available information at the date of assessment. For more detailed information, see “Note 7— Loss on Impairment.” Fair Value Measurements We measure certain of our assets and liabilities based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three-level hierarchy, from highest to lowest level of observable inputs, are as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets; Level 2 - Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar but not identical instruments; and Level 3 - Valuations based on unobservable inputs. Revenue Recognition The activities that primarily drive the revenue earned in our drilling contracts include (i) providing a drilling rig and the crew and supplies necessary to operate the rig, (ii) mobilizing and demobilizing the rig to and from the drill site, and (iii) performing rig preparation activities and/or modifications required for the contract. Consideration received for performing these activities may consist of dayrate drilling revenue, mobilization and demobilization revenue, contract preparation revenue and reimbursement revenue. We account for these integrated services provided within our drilling contracts as a single performance obligation satisfied over time and comprised of a series of distinct time increments in which we provide drilling services. Our standard drilling contracts require that we operate the rig at the direction of the customer throughout the contract term (which is the period we estimate to benefit from the corresponding activities and generally ranges from two The amount estimated for variable consideration may be subject to interrupted or restricted rates and is only included in the transaction price to the extent that it is probable that a significant reversal of previously recognized revenue will not occur throughout the term of the contract (“constrained revenue”). When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue as well as the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Dayrate Drilling Revenue. Our drilling contracts generally provide for payment on a dayrate basis, with higher rates for periods when the drilling unit is operating and lower rates or zero rates for periods when drilling operations are interrupted or restricted. The dayrate invoices billed to the customer are typically determined based on the varying rates applicable to the specific activities performed on an hourly basis. Such dayrate consideration is allocated to the distinct hourly increment it relates to within the contract term, and therefore, recognized in line with the contractual rate billed for the services provided for any given hour. Mobilization/Demobilization Revenue. We may receive fees (on either a fixed lump-sum or variable dayrate basis) for the mobilization and demobilization of our rigs. These activities are not considered to be distinct within the context of the contract and, therefore, the associated revenue is allocated to the overall performance obligation and the associated pre-operating costs are deferred. We record a contract liability for mobilization fees received and a deferred asset for costs. Both revenue and pre-operating costs are recognized ratably over the initial term of the related drilling contract. In most contracts, there is uncertainty as to the amount of expected demobilization revenue due to contractual provisions that stipulate that certain conditions must be present at contract completion for such revenue to be received and as to the amount thereof, if any. For example, contractual provisions may require that a rig demobilize a certain distance before the demobilization revenue is payable or the amount may vary dependent upon whether or not the rig has additional contracted work within a certain distance from the wellsite. Therefore, the estimate for such revenue may be constrained, as described earlier, depending on the facts and circumstances pertaining to the specific contract. We assess the likelihood of receiving such revenue based on past experience and knowledge of the market conditions. In cases where demobilization revenue is expected to be received upon contract completion, it is estimated as part of the overall transaction price at contract inception and recognized in earnings ratably over the initial term of the contract with an offset to an accretive contract asset. Contract Preparation Revenue. Some of our drilling contracts require downtime before the start of the contract to prepare the rig to meet customer requirements. At times, we may be compensated by the customer for such work (on either a fixed lump-sum or variable dayrate basis). These activities are not considered to be distinct within the context of the contract and, therefore, the related revenue is allocated to the overall performance obligation and recognized ratably over the initial term of the related drilling contract. We record a contract liability for contract preparation fees received, which is amortized ratably to contract drilling revenue over the initial term of the related drilling contract. Bonuses, Penalties and Other Variable Consideration. We may receive bonus increases to revenue or penalty decreases to revenue. Based on historical data and ongoing communication with the operator/customer, we are able to reasonably estimate this variable consideration. We will record such estimated variable consideration and re-measure our estimates at each reporting date. For revenue estimated, but not received, we will record to “Prepaid expenses and other current assets” on our Consolidated Balance Sheets. Capital Modification Revenue . From time to time, we may receive fees from our customers for capital improvements to our rigs to meet contractual requirements (on either a fixed lump-sum or variable dayrate basis). Such revenue is allocated to the overall performance obligation and recognized ratably over the initial term of the related drilling contract as these activities are integral to our drilling activities and are not considered to be a stand-alone service provided to the customer within the context of our contracts. We record a contract liability for such fees and recognize them ratably as contract drilling revenue over the initial term of the related drilling contract commencing when the asset is ready for its intended use. Revenues Related to Reimbursable Expenses . We generally receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request in accordance with a drilling contract or other agreement. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is highly dependent on factors outside of our influence. Accordingly, reimbursable revenue is constrained revenue and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. We are generally considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer as “Reimbursables and other” in our Consolidated Statements of Operations. Such amounts are recognized ratably over the period within the contract term during which the corresponding goods and services are to be consumed. Deferred revenues from drilling contracts totaled $27.8 million and $59.9 million at December 31, 2021 and 2020, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled $5.7 million at December 31, 2021 as compared to $13.9 million at December 31, 2020 and are included in either “Prepaid expenses and other current assets,” “Other assets” or “Property and equipment, net” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. We record reimbursements from customers for “out-of-pocket” expenses as revenues and the related direct cost as operating expenses. Income Taxes Income taxes are based on the laws and rates in effect in the countries in which operations are conducted or in which we or our subsidiaries are considered resident for income tax purposes. In certain circumstances, we expect that, due to changing demands of the offshore drilling markets and the ability to redeploy our offshore drilling units, certain of such units will not reside in a location long enough to give rise to future tax consequences. As a result, no deferred tax asset or liability has been recognized in these circumstances. Should our expectations change regarding the length of time an offshore drilling unit will be used in a given location, we will adjust deferred taxes accordingly. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the applicable jurisdictional tax rates at year-end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the deferred tax asset will not be realized in a future period. We operate through various subsidiaries in numerous countries throughout the world, including the United States. Consequently, we are subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the United States, UK and any other jurisdictions in which we or any of our subsidiaries operate or are resident. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred. If the IRS or other taxing authorities do not agree with our assessment of the effects of such laws, treaties and regulations, this could have a material adverse effect on us including the imposition of a higher effective tax rate on our worldwide earnings or a reclassification of the tax impact of our significant corporate restructuring transactions. The Company has adopted an accounting policy to look through the outside basis of partnerships and all other flow-through entities and exclude these from the computation of deferred taxes. Insurance Reserves We maintain various levels of self-insured retention for certain losses including property damage, loss of hire, employment practices liability, employers’ liability and general liability, among others. We accrue for property damage and loss of hire charges on a per event basis. Employment practices liability claims are accrued based on actual claims during the year. Maritime employer’s liability claims are generally estimated using actuarial determinations. General liability claims are estimated by our internal claims department by evaluating the facts and circumstances of each claim (including incurred but not reported claims) and making estimates based upon historical experience with similar claims. At December 31, 2021 and 2020, loss reserves for personal injury and protection claims totaled $14.8 million and $30.9 million, respectively, and such amounts are included in “Other current liabilities” and “Other current liabilities” or “Liabilities subject to compromise,” respectively, in the accompanying Consolidated Balance Sheets. Earnings per Share Our unvested share-based payment awards, which contain non-forfeitable rights to dividends, are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method allocates undistributed earnings between common shares and participating securities. The diluted earnings per share calculation under the two-class method also includes the dilutive effect of potential shares issued in connection with stock warrants and options. The dilutive effect of stock warrants and options is determined using the treasury stock method. The diluted earnings per share calculation is adjusted for mandatory exercise, under the treasury stock method, if the condition is met at the balance sheet date. At December 31, 2021, the Mandatory Exercise Condition (as defined in the applicable warrant agreement) set forth in the warrant agreements for the Tranche 1 Warrants and the Tranche 2 Warrants was not satisfied. Share-Based Compensation Plans We record the grant date fair value of share-based compensation arrangements as compensation cost using a straight-line method over the service period. Share-based compensation is expensed or capitalized based on the nature of the employee’s activities. Liability-Classified Awards The Company classified certain awards that will be settled in cash as liability awards. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are expensed or capitalized based on the nature of the employee’s activities over the vesting period of the award. Litigation Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the notes to the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgement is required to determine both the probability and the estimated amount. Foreign Currency Translation Although we are a Cayman Islands company, our functional currency is the US dollar, and we define any non-US dollar denominated currency as “foreign currencies.” In non-US locations where the US Dollar has been designated as the functional currency (based on an evaluation of factors including the markets in which the subsidiary operates, inflation, generation of cash flow, financing activities and intercompany arrangements), local currency transaction gains and losses are included in net income or loss. In non-US locations where the local currency is the functional currency, assets and liabilities are translated at the rates of exchange on the balance sheet date, while statement of operations items are translated at average rates of exchange during the year. The resulting gains or losses arising from the translation of accounts from the functional currency to the US Dollar are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. We did not recognize any material gains or losses on foreign currency transactions or translations during the three years ended December 31, 2021. Discontinued Operations On August 1, 2014, Legacy Noble completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc (“Paragon Offshore”), to the holders of Noble’s ordinary shares. Paragon Offshore, which had been reflected as continuing operations in our consolidated financial statements prior to the Spin-off, meets the criteria for being reported as discontinued operations and has been reclassified as such in our results of operations. Prior to the completion of the Spin-off, Legacy Noble and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the Spin-off (the “Separation Agreements”), including the Master Separation Agreement and the Tax Sharing Agreement. During the year ended December 31, 2019, we recognized charges of $3.8 million recorded in “Net loss from discontinued operations, net of tax” on our Consolidated Statement of Operations relating to settlement of Mexico customs audits from rigs included in the Spin-off. For additional information related to the Spin-off, refer to “Note 16— Commitments and Contingencies.” Accounting Pronouncements Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We adopted ASU No. 2019-12, effective January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The Company is planning on early adopting this standard on January 1, 2022 and we do not anticipate this will have a material impact on our financial statements. With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our consolidated financial statements. |
Chapter 11 Emergence
Chapter 11 Emergence | 12 Months Ended |
Dec. 31, 2021 | |
Reorganizations [Abstract] | |
Chapter 11 Emergence | Note 2— Chapter 11 Emergence On the Petition Date, Legacy Noble and certain of its subsidiaries, including Finco, filed voluntary petitions in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code. The Plan was confirmed by the Bankruptcy Court on November 20, 2020, and the Debtors emerged from the bankruptcy proceedings on the Effective Date. On the Effective Date, and pursuant to the terms of the Plan, the Company: • Appointed five new members to the Successor’s board of directors to replace all of the directors of the Predecessor, other than the director also serving as President and Chief Executive Officer, who was re-appointed pursuant to the Plan. Subsequent to the Effective Date, an additional director was appointed. • Terminated and cancelled all ordinary shares and equity-based awards of Legacy Noble that were outstanding immediately prior to the Effective Date; • Transferred approximately 31.7 million ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) to holders of Legacy Noble’s then outstanding Senior Notes due 2026 (the “Guaranteed Notes”) in the cancellation of the Guaranteed Notes; • Transferred approximately 2.1 million Ordinary Shares, approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 1 Warrants”) with an exercise price of $19.27 and approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 2 Warrants”) with an exercise price of $23.13 to holders of Legacy Noble’s then outstanding senior notes (other than the Guaranteed Notes) (the “Legacy Notes”) in cancellation of the Legacy Notes; • Issued approximately 7.7 million Ordinary Shares and $216.0 million principal amount of our senior secured second lien notes (the “Second Lien Notes”) to participants in a rights offering (the “Rights Offering”) at an aggregate subscription price of $200.0 million; • Issued approximately 5.6 million Ordinary Shares to the backstop parties (the “Backstop Parties”) to a Backstop Commitment Agreement, dated October 12, 2020 (the “Backstop Commitment Agreement”), among the Debtors and the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); • Issued approximately 1.7 million Ordinary Shares to the Backstop Parties in respect of their backstop commitment to subscribe for Unsubscribed Securities (as defined in the Backstop Commitment Agreement); • Issued approximately 1.2 million Ordinary Shares to the Backstop Parties in connection with the payment of the Backstop Premiums (as defined in the Backstop Commitment Agreement); • Issued 2.8 million five-year warrants with no Black-Scholes protection (the “Tranche 3 Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date; • Entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) that provides for a $675.0 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving Credit Facility”); • Entered into an indenture governing the Second Lien Notes; • Entered into a registration rights agreement with certain parties who received Ordinary Shares under the Plan (the “Equity Registration Rights Agreement”); and • Entered into a registration rights agreement with certain parties who received Second Lien Notes under the Plan. In addition, Noble entered into an exchange agreement with certain Backstop Parties which provided that, as soon as reasonably practicable after the Effective Date, the other parties to such agreement would deliver to the Company an aggregate of approximately 6.5 million Ordinary Shares issued pursuant to the Plan in exchange for the issuance of penny warrants to purchase up to approximately 6.5 million Ordinary Shares, with an exercise price of $0.01 per share (“Penny Warrants”). This exchange was completed in late February 2021. Management Incentive Plan. The Plan contemplated that on or after the Effective Date, the Company would adopt a long-term incentive plan and authorize and reserve 7.7 million Ordinary Shares for issuance pursuant to equity incentive awards to be granted under such plan. On February 18, 2021, the Company adopted the long-term incentive plan and authorized and reserved 7.7 million Ordinary Shares for awards to be granted under such plan. Sources of Cash for Plan Distribution. All cash payments made by the Company under the Plan on the Effective Date were funded from cash on hand, proceeds of the Rights Offering, and proceeds of the Revolving Credit Facility. Reorganization Items, Net In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and before the Effective Date that are a direct result of the Chapter 11 Cases are recorded under “Reorganization items, net.” The following table summarizes the components of reorganization items included in our Consolidated Statements of Operations for the period from January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Consolidated Statements of Cash Flows for the period from January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. Liabilities Subject to Compromise From the Petition Date until the Effective Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Consolidated Balance Sheets prior to the Effective Date, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. The Company evaluated and adjusted the amount and classification of its pre-petition liabilities through the Effective Date. Note 3— Fresh Start Accounting In connection with our emergence from bankruptcy and in accordance with ASC 852, Noble and Finco qualified for and applied fresh start accounting on the Effective Date. Noble and Finco were required to apply fresh start accounting because (i) the holders of existing Legacy Noble voting shares received less than 50% of the voting shares of the Successor, and (ii) the reorganization value of Noble's and Finco's assets, each of which approximated $1.7 billion, immediately prior to confirmation of the Plan was less than the corresponding post-petition liabilities and allowed claims, each of which approximated $4.0 billion. Applying fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and to prior to that date. With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes and ASC 852. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. As described in “Note 1— Organization and Significant Accounting Policies,” Noble and Finco are referred to as Successor, as the context requires, and includes the financial position and results of operations of the reorganized Noble and Finco subsequent to February 5, 2021. References to Predecessor relate to the financial position and results of operations of Legacy Noble and Finco prior to, and including, February 5, 2021. Reorganization Value and Valuation of Assets The reorganization value represents the fair value of the Successor’s and Finco’s total assets and was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value of the reorganized Debtors was estimated to be in the range of $1.1 billion to $1.6 billion with a midpoint of $1.3 billion. The enterprise value range was determined by using a discounted cash flow analysis and a peer group trading analysis, excluding unrestricted cash at emergence. Based on the estimates and assumptions discussed above, we estimated the enterprise value to be the midpoint of the range of estimated enterprise value of $1.3 billion. The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 With the assistance of financial advisors, we determined the enterprise and corresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially. Valuation Process Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the Consolidated Balance Sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include mobile offshore drilling units, certain intangibles and debt issued at emergence would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date. Further details regarding the valuation process is described further below. Property, Plant and Equipment The valuation of the Company’s mobile offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives and (2) the cost to replace our drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rate, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The valuation of our remaining property and equipment, including owned real estate, construction in progress assets, and other equipment essential to our operations, was determined utilizing a combination of replacement cost and market valuation approaches. Specifically, the land was valued using a sales comparison method of the market approach, in which we utilized recent sales of comparable properties to estimate the fair value on a US Dollar per acre basis. The remaining property and equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value. Intangible Assets At emergence, we held contracts for drilling services related to certain long-term contracts. Given the contract dayrates relative to market dayrates at the Effective Date, we determined the contracts represent favorable contract intangible assets. Based on a discounted cash flow analysis utilizing the dayrate differential between current market dayrates and the contract dayrates, and a risk-adjusted discount rate of 17%, we determined the aggregate fair value of our contracts for these certain contracts to be $113.4 million above the fair value of the contracts if they were priced at current market dayrates on the Effective Date. The dayrate differential on these contracts as compared to prior years was primarily driven by the combination of continued market oversupply of offshore drilling units, the volatility in oil and gas price and the unprecedented crude product consumption levels experienced in 2020. Debt The valuations of the Company’s Revolving Credit Facility and Second Lien Notes were based on relevant market data as of the Effective Date and the terms of each of the respective instruments. Considering the interest rates and implied yields for the Revolving Credit Facility and Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), fair value adjustments were recorded relating to each of the instruments. Successor Warrants On the Effective Date, the Company issued Tranche 1 Warrants and Tranche 2 Warrants to certain former bondholders as part of the settlement of their pre-petition claims. The Company also issued Tranche 3 Warrants to holders of the Predecessor’s ordinary shares. The fair values of the warrants on the Effective Date were determined using an options pricing model while considering the contractual terms for each respective tranche, including the mandatory exercise provisions related to Tranche 1 Warrants and Tranche 2 Warrants. The key market data assumptions for the options pricing model are the estimated volatility and the risk-free rate. The volatility assumption was estimated using market data for similar offshore drilling market participants with consideration for differences in size and leverage. The risk-free rate assumption was based on US Constant Maturity Treasury rates as of the Effective Date. Consolidated Balance Sheet at Emergence The adjustments set forth in the following Consolidated Balance Sheet as of February 5, 2021 reflect the consummation of the transactions contemplated by the Plan and carried out by the Company (“Reorganization Adjustments”) and the fair value adjustments as a result of the application of fresh start accounting (“Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine fair values and significant assumptions or inputs. The following table reflects the reorganization and application of ASC 852 on our consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity (deficit) Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (deficit) (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (m) Reflects adjustments to capitalized deferred costs, deferred revenue and pension balances due to the application of fresh start accounting as follows: Prepaid expenses and other current assets Other assets Other current liabilities Other liabilities Deferred contract assets and revenues $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (r) The following table summarizes the cumulative impact of the fresh start adjustments, as discussed above, the elimination of the Predecessor’s accumulated other comprehensive loss, and the adjustments required to eliminate accumulated deficit: Fair value adjustment to Prepaid and other current assets $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Fresh Start Accounting
Fresh Start Accounting | 12 Months Ended |
Dec. 31, 2021 | |
Reorganizations [Abstract] | |
Fresh Start Accounting | Note 2— Chapter 11 Emergence On the Petition Date, Legacy Noble and certain of its subsidiaries, including Finco, filed voluntary petitions in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code. The Plan was confirmed by the Bankruptcy Court on November 20, 2020, and the Debtors emerged from the bankruptcy proceedings on the Effective Date. On the Effective Date, and pursuant to the terms of the Plan, the Company: • Appointed five new members to the Successor’s board of directors to replace all of the directors of the Predecessor, other than the director also serving as President and Chief Executive Officer, who was re-appointed pursuant to the Plan. Subsequent to the Effective Date, an additional director was appointed. • Terminated and cancelled all ordinary shares and equity-based awards of Legacy Noble that were outstanding immediately prior to the Effective Date; • Transferred approximately 31.7 million ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) to holders of Legacy Noble’s then outstanding Senior Notes due 2026 (the “Guaranteed Notes”) in the cancellation of the Guaranteed Notes; • Transferred approximately 2.1 million Ordinary Shares, approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 1 Warrants”) with an exercise price of $19.27 and approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 2 Warrants”) with an exercise price of $23.13 to holders of Legacy Noble’s then outstanding senior notes (other than the Guaranteed Notes) (the “Legacy Notes”) in cancellation of the Legacy Notes; • Issued approximately 7.7 million Ordinary Shares and $216.0 million principal amount of our senior secured second lien notes (the “Second Lien Notes”) to participants in a rights offering (the “Rights Offering”) at an aggregate subscription price of $200.0 million; • Issued approximately 5.6 million Ordinary Shares to the backstop parties (the “Backstop Parties”) to a Backstop Commitment Agreement, dated October 12, 2020 (the “Backstop Commitment Agreement”), among the Debtors and the Backstop Parties as Holdback Securities (as defined in the Backstop Commitment Agreement); • Issued approximately 1.7 million Ordinary Shares to the Backstop Parties in respect of their backstop commitment to subscribe for Unsubscribed Securities (as defined in the Backstop Commitment Agreement); • Issued approximately 1.2 million Ordinary Shares to the Backstop Parties in connection with the payment of the Backstop Premiums (as defined in the Backstop Commitment Agreement); • Issued 2.8 million five-year warrants with no Black-Scholes protection (the “Tranche 3 Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date; • Entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) that provides for a $675.0 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving Credit Facility”); • Entered into an indenture governing the Second Lien Notes; • Entered into a registration rights agreement with certain parties who received Ordinary Shares under the Plan (the “Equity Registration Rights Agreement”); and • Entered into a registration rights agreement with certain parties who received Second Lien Notes under the Plan. In addition, Noble entered into an exchange agreement with certain Backstop Parties which provided that, as soon as reasonably practicable after the Effective Date, the other parties to such agreement would deliver to the Company an aggregate of approximately 6.5 million Ordinary Shares issued pursuant to the Plan in exchange for the issuance of penny warrants to purchase up to approximately 6.5 million Ordinary Shares, with an exercise price of $0.01 per share (“Penny Warrants”). This exchange was completed in late February 2021. Management Incentive Plan. The Plan contemplated that on or after the Effective Date, the Company would adopt a long-term incentive plan and authorize and reserve 7.7 million Ordinary Shares for issuance pursuant to equity incentive awards to be granted under such plan. On February 18, 2021, the Company adopted the long-term incentive plan and authorized and reserved 7.7 million Ordinary Shares for awards to be granted under such plan. Sources of Cash for Plan Distribution. All cash payments made by the Company under the Plan on the Effective Date were funded from cash on hand, proceeds of the Rights Offering, and proceeds of the Revolving Credit Facility. Reorganization Items, Net In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the Petition Date and before the Effective Date that are a direct result of the Chapter 11 Cases are recorded under “Reorganization items, net.” The following table summarizes the components of reorganization items included in our Consolidated Statements of Operations for the period from January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Consolidated Statements of Cash Flows for the period from January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. Liabilities Subject to Compromise From the Petition Date until the Effective Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Consolidated Balance Sheets prior to the Effective Date, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. The Company evaluated and adjusted the amount and classification of its pre-petition liabilities through the Effective Date. Note 3— Fresh Start Accounting In connection with our emergence from bankruptcy and in accordance with ASC 852, Noble and Finco qualified for and applied fresh start accounting on the Effective Date. Noble and Finco were required to apply fresh start accounting because (i) the holders of existing Legacy Noble voting shares received less than 50% of the voting shares of the Successor, and (ii) the reorganization value of Noble's and Finco's assets, each of which approximated $1.7 billion, immediately prior to confirmation of the Plan was less than the corresponding post-petition liabilities and allowed claims, each of which approximated $4.0 billion. Applying fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and to prior to that date. With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes and ASC 852. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. As described in “Note 1— Organization and Significant Accounting Policies,” Noble and Finco are referred to as Successor, as the context requires, and includes the financial position and results of operations of the reorganized Noble and Finco subsequent to February 5, 2021. References to Predecessor relate to the financial position and results of operations of Legacy Noble and Finco prior to, and including, February 5, 2021. Reorganization Value and Valuation of Assets The reorganization value represents the fair value of the Successor’s and Finco’s total assets and was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt and equity. As set forth in the Plan, the enterprise value of the reorganized Debtors was estimated to be in the range of $1.1 billion to $1.6 billion with a midpoint of $1.3 billion. The enterprise value range was determined by using a discounted cash flow analysis and a peer group trading analysis, excluding unrestricted cash at emergence. Based on the estimates and assumptions discussed above, we estimated the enterprise value to be the midpoint of the range of estimated enterprise value of $1.3 billion. The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 With the assistance of financial advisors, we determined the enterprise and corresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially. Valuation Process Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the Consolidated Balance Sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include mobile offshore drilling units, certain intangibles and debt issued at emergence would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date. Further details regarding the valuation process is described further below. Property, Plant and Equipment The valuation of the Company’s mobile offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives and (2) the cost to replace our drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rate, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The valuation of our remaining property and equipment, including owned real estate, construction in progress assets, and other equipment essential to our operations, was determined utilizing a combination of replacement cost and market valuation approaches. Specifically, the land was valued using a sales comparison method of the market approach, in which we utilized recent sales of comparable properties to estimate the fair value on a US Dollar per acre basis. The remaining property and equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value. Intangible Assets At emergence, we held contracts for drilling services related to certain long-term contracts. Given the contract dayrates relative to market dayrates at the Effective Date, we determined the contracts represent favorable contract intangible assets. Based on a discounted cash flow analysis utilizing the dayrate differential between current market dayrates and the contract dayrates, and a risk-adjusted discount rate of 17%, we determined the aggregate fair value of our contracts for these certain contracts to be $113.4 million above the fair value of the contracts if they were priced at current market dayrates on the Effective Date. The dayrate differential on these contracts as compared to prior years was primarily driven by the combination of continued market oversupply of offshore drilling units, the volatility in oil and gas price and the unprecedented crude product consumption levels experienced in 2020. Debt The valuations of the Company’s Revolving Credit Facility and Second Lien Notes were based on relevant market data as of the Effective Date and the terms of each of the respective instruments. Considering the interest rates and implied yields for the Revolving Credit Facility and Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), fair value adjustments were recorded relating to each of the instruments. Successor Warrants On the Effective Date, the Company issued Tranche 1 Warrants and Tranche 2 Warrants to certain former bondholders as part of the settlement of their pre-petition claims. The Company also issued Tranche 3 Warrants to holders of the Predecessor’s ordinary shares. The fair values of the warrants on the Effective Date were determined using an options pricing model while considering the contractual terms for each respective tranche, including the mandatory exercise provisions related to Tranche 1 Warrants and Tranche 2 Warrants. The key market data assumptions for the options pricing model are the estimated volatility and the risk-free rate. The volatility assumption was estimated using market data for similar offshore drilling market participants with consideration for differences in size and leverage. The risk-free rate assumption was based on US Constant Maturity Treasury rates as of the Effective Date. Consolidated Balance Sheet at Emergence The adjustments set forth in the following Consolidated Balance Sheet as of February 5, 2021 reflect the consummation of the transactions contemplated by the Plan and carried out by the Company (“Reorganization Adjustments”) and the fair value adjustments as a result of the application of fresh start accounting (“Fresh Start Adjustments”). The explanatory notes provide additional information with regard to the adjustments recorded, the methods used to determine fair values and significant assumptions or inputs. The following table reflects the reorganization and application of ASC 852 on our consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity (deficit) Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (deficit) (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (m) Reflects adjustments to capitalized deferred costs, deferred revenue and pension balances due to the application of fresh start accounting as follows: Prepaid expenses and other current assets Other assets Other current liabilities Other liabilities Deferred contract assets and revenues $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (r) The following table summarizes the cumulative impact of the fresh start adjustments, as discussed above, the elimination of the Predecessor’s accumulated other comprehensive loss, and the adjustments required to eliminate accumulated deficit: Fair value adjustment to Prepaid and other current assets $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 4— Acquisitions and Divestitures Proposed Business Combination with Maersk Drilling On November 10, 2021, Noble entered into a Business Combination Agreement (the “Business Combination Agreement”) with Noble Finco Limited, a private limited company formed under the laws of England and Wales and an indirect, wholly owned subsidiary of Noble (“Topco”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Topco (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), pursuant to which, among other things, (i) (x) Noble will merge with and into Merger Sub (the “Maersk Drilling Merger”), with Merger Sub surviving the Maersk Drilling Merger as a wholly owned subsidiary of Topco, and (y) the Ordinary Shares will convert into an equivalent number of class A ordinary shares, par value $0.00001 per share, of Topco (the “Topco Shares”), and (ii) (x) Topco will make a voluntary tender exchange offer to Maersk Drilling’s shareholders as described below (the “Offer” and, together with the Maersk Drilling Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and (y) upon the consummation of the Offer, if more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), are acquired by Topco, Topco will redeem any Maersk Drilling Shares not exchanged in the Offer by Topco for Topco Shares or cash, at the election of the holder (cash for holders that do not make an election), under Danish law by way of a compulsory purchase. The board of directors of Noble (the “Board”) and the board of directors of Maersk Drilling have unanimously approved and adopted the Business Combination Agreement. The Business Combination is subject to Noble shareholder approval, acceptance of the Offer by holders of at least 80% of Maersk Drilling Shares, merger clearance and other regulatory approvals, listing on the NYSE and Nasdaq Copenhagen and other customary conditions. Following the closing of the Business Combination, assuming all of the Maersk Drilling Shares are acquired by Topco through the Offer and no cash is paid by Topco in the Offer, Topco will own all of Noble’s and Maersk Drilling’s respective businesses and the former shareholders of Noble and former shareholders of Maersk Drilling will each own approximately 50% of the outstanding Topco Shares (or 50.8% and 49.2%, respectively, if Topco pays $50.0 million in the Offer). Topco will be renamed Noble Corporation Plc, will be a public limited company domiciled (tax resident) in the United Kingdom and will be headquartered in Houston, Texas. Topco is expected to have certain management functions relating to the holding of shares, financing, cash management, incentive compensation and other relevant holding company functions. In addition, the board of directors of the combined company (the “Topco Board”) will be comprised of seven individuals, including three individuals designated by Noble, three individuals designated by Maersk Drilling, and Robert W. Eifler, who will serve as the President and Chief Executive Officer of the combined company. Charles M. (Chuck) Sledge, the current Chairman of the Board, will become chairman of the Topco Board, and Claus V. Hemmingsen, the current Chairman of Maersk Drilling’s board of directors, will be one of the three directors designated by Maersk Drilling. Topco will apply to have Topco Shares listed on the New York Stock Exchange and on Nasdaq Copenhagen A/S. At the effective time of the Maersk Drilling Merger (the “Maersk Drilling Merger Effective Time”), subject to the terms and conditions set forth in the Business Combination Agreement, (i) each Ordinary Share of Noble issued and outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted into one newly and validly issued, fully paid and non-assessable Topco Share, (ii) each Penny Warrant outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent the right to acquire Ordinary Shares and will be automatically cancelled, converted into and exchanged for a number of Topco Shares equal to the number of Ordinary Shares underlying such Penny Warrant, rounded to the nearest whole share, and (iii) each Emergence Warrant (as defined herein) outstanding immediately prior to the Maersk Drilling Merger Effective Time will be converted automatically into a warrant to acquire a number of Topco Shares equal to the number of Ordinary Shares underlying such Emergence Warrant, with the same terms as were in effect immediately prior to the Maersk Drilling Merger Effective Time under the terms of the applicable warrant agreement. In addition, each award of restricted share units representing the right to receive Ordinary Shares, or value based on the value of Ordinary Shares (each, a “Noble RSU Award”) that is outstanding immediately prior to the Maersk Drilling Merger Effective Time will cease to represent a right to acquire Ordinary Shares (or value equivalent to Ordinary Shares) and will be converted into the right to acquire, on the same terms and conditions as were applicable under the Noble RSU Award (including any vesting conditions), that number of Topco Shares equal to the number of Ordinary Shares subject to such Noble RSU Award immediately prior to the Maersk Drilling Merger Effective Time. Subject to the terms and conditions set forth in the Business Combination Agreement, following the approval of certain regulatory filings with the Danish Financial Supervisory Authority, Topco has agreed to commence the Offer to acquire up to 100% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling, not including any treasury shares held by Maersk Drilling. The Offer is conditioned upon, among other things, holders of at least 80% of the then outstanding Maersk Drilling Shares and voting rights of Maersk Drilling tendering their shares in the Offer (which percentage may be lowered by Topco in its sole discretion to not less than 70%) (the “Minimum Acceptance Condition”). In the Offer, Maersk Drilling shareholders may exchange each Maersk Drilling Share for 1.6137 newly and validly issued, fully paid and non-assessable Topco Shares (the “Exchange Ratio”), and will have the ability to elect cash consideration for up to $1,000 of their Maersk Drilling Shares (payable in DKK), subject to an aggregate cash consideration cap of $50 million. Each of Maersk Drilling and Topco will take steps to procure that each Maersk Drilling restricted stock unit award (a “Maersk Drilling RSU Award”) that is outstanding immediately prior to the acceptance time of the Offer (the “Acceptance Time”) is converted, at the Acceptance Time, into the right to receive, on the same terms and conditions as were applicable under the Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019 and the Maersk Drilling RSU Long-Term Incentive Programme 2019 (including any vesting conditions), that number of Topco Shares equal to the product of (1) the number of Maersk Drilling Shares subject to such Maersk Drilling RSU Award immediately prior to the Acceptance Time and (2) the Exchange Ratio, with any fractional Maersk Drilling Shares rounded to the nearest whole share. Upon conversion such Maersk Drilling RSU Awards will cease to represent a right to receive Maersk Drilling Shares (or value equivalent to Maersk Drilling Shares). The Business Combination Agreement contains customary warranties and covenants by Noble, Topco, Merger Sub and Maersk Drilling. The Business Combination Agreement also contains customary pre-closing covenants. Topco’s obligation to accept for payment or, subject to any applicable rules and regulations of Denmark, pay for any Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer is subject to certain customary conditions, including, among others, that the Minimum Acceptance Condition shall have been satisfied. Maersk Drilling may require that Topco does not accept for payment or, subject to any applicable rules and regulations of Denmark, pay for the Maersk Drilling Shares that are validly tendered in the Offer and not validly withdrawn prior to the expiration of the Offer if certain customary conditions are not met. Subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, the Business Combination is expected to close in mid-2022. The Business Combination Agreement contains certain termination rights for both Noble and Maersk Drilling. Pacific Drilling Merger On April 15, 2021, Noble purchased Pacific Drilling Company LLC (“Pacific Drilling”), an international offshore drilling contractor, in an all-stock transaction (the “Pacific Drilling Merger”) . Pursuant to the terms and conditions set forth in an Agreement and Plan of Merger dated March 25, 2021, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the Pacific Drilling Merger was converted into the right to receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Ordinary Shares, or approximately 24.9% of the outstanding Ordinary Shares and Penny Warrants at closing. The results of Pacific Drilling’s operations are included in the Company’s results of operations effective April 15, 2021. In connection with this acquisition, the Company acquired seven floaters and subsequently sold two floaters in June 2021 for net proceeds of $29.7 million. In connection with this acquisition, the Company incurred $15.9 million of acquisition related costs during the period from February 6 through December 31, 2021. Purchase Price Allocation The transaction has been accounted for using the acquisition method of accounting under ASC Topic 805, Business Combinations, with Noble being treated as the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of Pacific Drilling and its subsidiaries have been recorded at their respective fair values as of the date of completion of the Pacific Drilling Merger and added to Noble’s. The preliminary purchase price assessment remains an ongoing process and is subject to change for up to one year subsequent to the closing date of the Pacific Drilling Merger. Determining the fair values of the assets and liabilities of Pacific Drilling and the consideration paid requires judgment and certain assumptions to be made, the most significant of these being related to the valuation of Pacific Drilling’s mobile offshore drilling units and other related tangible assets and the fair value of the Ordinary Shares issued by Noble. The valuation of the Pacific Drilling’s mobile offshore drilling units was determined by using a combination of (1) the discounted cash flows expected to be generated from the drilling assets over their remaining useful lives and (2) the cost to replace the drilling assets, as adjusted by the current market for similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rate, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from our drilling assets over their remaining useful lives. The cash flows were discounted at our WACC, which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain US Treasury rates, and certain risk premiums specific to the Company. The inputs and assumptions related to these assets are categorized as Level 3 in the fair value hierarchy. As Noble was not yet trading on the New York Stock Exchange at the time of the Pacific Drilling Merger, the valuation of our Ordinary Shares issued by Noble as consideration required an analysis of the discounted cash flows expected to be generated by the drilling assets of the combined entity. These discounted cash flows were derived utilizing many of the same types of assumptions as were used in the valuation of the Noble drilling assets at emergence as well the Pacific Drilling assets. In addition, the discounted cash flows of the combined entity considered annual cost saving synergies from the operation of the Noble and Pacific Drilling assets as a single fleet, and were accordingly discounted at a market participant WACC for the combined entity. Lastly, the valuation of the Ordinary Shares considered the fair value of debt, warrants and the management incentive plan of the combined entity to arrive at the fair value of common equity. The inputs and assumptions related to the value of Noble’s Ordinary Shares are also categorized as Level 3 in the fair value hierarchy. The Pacific Drilling Merger 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 $62.3 million and is shown as a gain on bargain purchase on Noble’s consolidated statement of operations. Management reviewed the Pacific Drilling assets acquired and liabilities assumed as well as the assumptions utilized in estimating their fair values. An adjustment of $2.2 million to the valuation allowance on the deferred tax assets acquired in the Pacific Drilling Merger was recorded in the three months ended December 31, 2021. Upon completion of our assessment, the Company concluded that recording a gain on bargain purchase was appropriate and required under US GAAP. The bargain purchase was a result of a combination of factors, including a prolonged downturn in the drilling industry which led to challenging fundamentals for many competitors in the offshore drilling sector. The Company believes the seller was motivated to complete the transaction as the emerging market dynamics do not appear to be favorable to smaller rig fleets which operate across multiple regions. The following table represents the preliminary allocation of the total purchase price of Pacific Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Consideration: Pacific Drilling membership interests outstanding 2,500 Exchange Ratio 6.366 15,915 Pacific Drilling warrants outstanding 441 Exchange Ratio 1.553 685 Noble Ordinary Shares issued 16,600 Fair value of Noble Ordinary Shares on April 15, 2021 $ 21.55 Total consideration $ 357,662 Assets acquired: Cash and cash equivalents $ 54,970 Accounts receivable 17,457 Taxes receivable 1,585 Prepaid expenses and other current assets 14,081 Total current assets 88,093 Property and equipment, net 346,167 Assets held for sale 30,063 Other assets 457 Total assets acquired 464,780 Liabilities assumed: Accounts payable 18,603 Other current liabilities 2,900 Accrued payroll and related costs 16,128 Taxes payable 1,951 Total current liabilities 39,582 Deferred income taxes 798 Other liabilities 4,433 Total liabilities assumed 44,813 Net assets acquired $ 419,967 Gain on bargain purchase 62,305 Purchase price consideration $ 357,662 Pacific Drilling Revenue and Net Income The following table represents Pacific Drilling’s revenue and earnings included in Noble’s consolidated statement of operations subsequent to the closing of the Pacific Drilling Merger. Successor Period From February 6, 2021 through December 31, 2021 Revenue $ 94,506 Net loss $ (46,646) Pro Forma Financial Information The following unaudited pro forma summary presents the results of operations as if the Pacific Drilling Merger had occurred on February 6, 2021. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented. Successor Period From February 6, 2021 through December 31, 2021 Revenue $ 792,999 Net income $ 69,966 Net income per share Basic $ 1.05 Diluted $ 0.98 The pro forma results include, among others, (i) a reduction in Pacific Drilling’s historically reported depreciation expense for adjustments to property and equipment and (ii) an adjustment to reflect the gain on bargain purchase as if the Pacific Drilling Merger had occurred on February 6, 2021. Sale of Rigs in Saudi Arabia On August 25, 2021, Finco and certain subsidiaries of the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) to sell the jackup rigs operated by the Company in Saudi Arabia to ADES International Holding Limited (“ADES”) for a purchase price of $292.4 million in cash. Pursuant to the terms of the Purchase and Sale Agreement, the jackups, Noble Roger Lewis , Noble Scott Marks , Noble Joe Knight , and Noble Johnny Whitstine , together with certain related assets, were sold to ADES. The closing of the sale occurred in November 2021, and the Company recognized a gain of $185.9 million, net of transaction costs, in the fourth quarter of 2021 associated with the disposal of these assets. The Purchase and Sale Agreement also included certain covenants that the Company has agreed to not carry on or be engaged in the operation of jackup drilling rigs in the territorial waters of the Kingdom of Saudi Arabia in the Arabian Gulf for a term after the closing date of (i) one year for purposes of drilling gas wells and (ii) two years for the purposes of drilling oil wells. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 5— Earnings Per Share The following table presents the computation of basic and diluted earnings per share: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Numerator: Basic Net income (loss) from continuing operations $ 101,982 $ 250,228 $ (3,978,459) $ (696,769) Net loss from discontinued operations, net of tax — — — (3,821) Net income (loss) attributable to Noble Corporation $ 101,982 $ 250,228 $ (3,978,459) $ (700,590) Diluted Net income (loss) from continuing operations $ 101,982 $ 250,228 $ (3,978,459) $ (696,769) Net loss from discontinued operations, net of tax — — — (3,821) Net income (loss) attributable to Noble Corporation $ 101,982 $ 250,228 $ (3,978,459) $ (700,590) Denominator: Weighted average shares outstanding — basic 63,186 251,115 250,792 248,949 Dilutive effect of share-based awards 3,180 5,456 — — Dilutive effect of warrants 1,262 — — — Weighted average shares outstanding — diluted 67,628 256,571 250,792 248,949 Income (loss) per share Basic: Income (loss) from continuing operations $ 1.61 $ 1.00 $ (15.86) $ (2.79) Loss from discontinued operations — — — (0.02) Net income (loss) attributable to Noble Corporation $ 1.61 $ 1.00 $ (15.86) $ (2.81) Diluted: Income (loss) from continuing operations $ 1.51 $ 0.98 $ (15.86) $ (2.79) Loss from discontinued operations — — — (0.02) Net income (loss) attributable to Noble Corporation $ 1.51 $ 0.98 $ (15.86) $ (2.81) Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Share-based awards — 556 6,082 11,892 Warrants (1) 11,097 — — — (1) Represents the total number of warrants outstanding which did not have a dilutive effect. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6— Property and Equipment Property and equipment, at cost, for Noble consisted of the following: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Drilling equipment and facilities $ 1,467,772 $ 4,476,960 Construction in progress 77,363 99,812 Other 10,840 200,925 Property and equipment, at cost $ 1,555,975 $ 4,777,697 Capital expenditures, including capitalized interest, during the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021 totaled $159.9 million and $10.3 million, respectively. During the years ended 2020 and 2019, capital expenditures, including capitalized interest, totaled $148.2 million and $306.4 million, respectively. During the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021, capitalized interest was $2.0 million and zero, respectively. During the years ended 2020 and 2019, capitalized interest was zero and $9.6 million, respectively. During the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021, we recognized no impairment charges to our long-lived assets. During the years ended 2020 and 2019, we recognized a non-cash loss on impairment of $3.9 billion and $615.3 million, respectively, related to our long-lived assets. See “Note 7— Loss on Impairment” for additional information. In preparation for Hurricane Ida in the US Gulf of Mexico, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. However, during transit, the lower marine riser package and a number of riser joints separated from the rig, and certain other damage occurred. Due to the environmental conditions, a number of crew members were treated for minor injuries and released from medical care. The Company has given force majeure notice to the customer of the Noble Globetrotter II in accordance with the governing drilling services contract. The Company has insurance coverage for property damage to rigs due to named storms in the US Gulf of Mexico with a $10.0 million deductible per occurrence and a $50.0 million annual limit; however, our insurance policies may not adequately cover our losses and related claims, which could adversely affect our business. Timing differences are likely to exist between the damage costs, capital expenditures made to repair or restore properties and recognition and receipt of insurance proceeds reflected in the Company’s financial statements. The Company assessed the damage sustained on the Noble Globetrotter II , which resulted in $5.4 million of assets written off during the period from February 6 through December 31, 2021. We have received $7.5 million of insurance proceeds during the period from February 6 through December 31, 2021. The majority of the remaining charges are costs related to the equipment recovery efforts, inspection and repairs of the Noble Globetrotter II and are presented in “Hurricane losses and (recoveries), net” on the Consolidated Statement of Operations. For the year ended December 31, 2020, we sold six rigs, which had a net book value of $17.1 million for total proceeds of $26.7 million, resulting in a gain of $8.9 million. |
Loss on Impairment
Loss on Impairment | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Loss on Impairment | Note 7— Loss on Impairment Asset Impairments Consistent with our accounting policies discussed in “Note 1— Organization and Significant Accounting Policies,” we evaluate our property and equipment for impairment whenever there are changes in facts which suggest that the value of the asset is not recoverable. For the period from January 1, 2021 through February 5, 2021 and the period from February 6, 2021 through December 31, 2021, we did not identify any impairment triggers for our property and equipment. During the first quarter of 2020, the pandemic and OPEC+ production level disagreements resulted in an unprecedented steep decline in the demand for oil and a substantial surplus of oil. We considered these events to be an impairment indicator and based on our assumptions and analysis, we impaired the carrying value of four floaters. For our impaired units, the carrying values were written down to scrap value and subsequently sold in late 2020. During the fourth quarter of 2020, the combination of the growing commitments by many of our customers to a transition to cleaner energy options, and the prolonged impacts of the pandemic, the continued oversupply of offshore drilling units placed further downward pressure on global oil demand and on our industry, potentially lengthening what was already expected to be a slow recovery. We considered these events to be an impairment indicator and based on our assumptions and analysis, we impaired the carrying value of three floaters and nine jackups. We estimated the fair values of these units using a weighting between an income valuation approach and a market approach, utilizing significant unobservable inputs, representative of a Level 3 fair value measurement. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, discount rates, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term. During the quarters ended March 31, 2020 and December 31, 2020, we recognized non-cash losses on impairment of $1.1 billion and $2.8 billion, respectively, related to certain rigs and related capital spares. If we experience prolonged unfavorable changes to current market conditions, reactivation costs or dayrates or if we are unable to secure new or extended contracts for our rigs, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values. The impact of the current global economic turmoil on our customers’ and our business continues to be uncertain. During the year ended December 31, 2020, we recognized approximately $3.9 billion in impairment charges for seven floaters and nine jackups, and $24.0 million of impairment charges related to certain capital spare equipment. Based upon our impairment analysis, we impaired the carrying values to their corresponding estimated fair values for two floaters , and certain capital spare equipment, which resulted in an impairment charge of approximately $615.3 million for the year ended December 31, 2019. During the year ended December 31, 2019, we recognized a $595.5 million impairment on the Noble Bully II |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8— Debt Post-emergence Debt Senior Secured Revolving Credit Facility On the Effective Date, Finco and Noble International Finance Company (“NIFCO”) entered into the Revolving Credit Agreement providing for the $675.0 million Revolving Credit Facility and cancelled all debt that existed immediately prior to the Effective Date. The Revolving Credit Facility matures on July 31, 2025. Subject to the satisfaction of certain conditions, Finco may from time to time designate one or more of Finco’s other wholly-owned subsidiaries as additional borrowers under the Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility. As of December 31, 2021, we had no loans outstanding and $8.8 million of letters of credit issued under the Revolving Credit Facility and an additional $6.3 million in letters of credit and surety bonds issued under bilateral arrangements. All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the Revolving Credit Agreement. All such obligations, including the guarantees of the Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the Revolving Credit Agreement. Neither Pacific Drilling Company LLC nor any of its current subsidiaries is a subsidiary guarantor of the Revolving Credit Facility, and none of their assets secure the Revolving Credit Facility. In addition, none of the Maersk Drilling assets will secure the Revolving Credit Facility upon the closing of the Business Combination. The loans outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted LIBOR or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rate plus 1⁄2 of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin is initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement. The Borrowers are required to pay customary quarterly commitment fees and letter of credit and fronting fees. Availability of borrowings under the Revolving Credit Agreement is subject to the satisfaction of certain conditions, including restrictions on borrowings if, after giving effect to any such borrowings and the application of the proceeds thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) would exceed $100.0 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610.0 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00. Mandatory prepayments and, under certain circumstances, commitment reductions are required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150.0 million is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the 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 Revolving Credit Agreement obligates Finco and its restricted subsidiaries to comply with the following financial maintenance covenants: • as of December 31, 2021, Adjusted EBITDA (as defined in the Revolving Credit Agreement) is not permitted to be lower than $25.0 million for the four fiscal quarter periods ending on December 31, 2021; • as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Revolving Credit Agreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and • for each fiscal quarter ending on or after June 30, 2021, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00. The Revolving Credit Facility contains affirmative and negative covenants, representations and warranties and events of default that the Company considers customary for facilities of this type. Second Lien Notes Indenture On the Effective Date, pursuant to the Backstop Commitment Agreement and in accordance with the Plan, Noble and Finco consummated the Rights Offering of Second Lien Notes and associated Ordinary Shares at an aggregate subscription price of $200.0 million. An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which includes the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes mature on February 15, 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility. Neither Pacific Drilling Company LLC nor any of its current subsidiaries is a subsidiary guarantor of the Second Lien Notes, and none of their assets secure the Second Lien Notes. In addition, none of the Maersk Drilling assets will secure the Second Lien Notes upon the closing of the Business Combination. The Second Lien Notes and such guarantees are secured by senior priority liens on the assets subject to liens securing the Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Such collateral does not include any assets of, or equity interests in, Pacific Drilling or any of its current subsidiaries. Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For accrual purposes, we have assumed we will make the next interest payment in cash and have accrued at a rate of 11%; however, the actual interest election will be made no later than the record date for such interest payment. On or after February 15, 2024, Finco may redeem all or part of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2024 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Second Lien Notes contain covenants and events of default that the Company considers customary for notes of this type. Pre-emergence Debt 2017 Credit Facility In December 2017, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Finco; Noble International Finance Company, a Cayman Islands company and a wholly-owned indirect subsidiary of Finco; and Noble Holding UK Limited, a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary of Legacy Noble (“NHUK”), as parent guarantor, entered into a senior unsecured credit agreement (as amended, the “2017 Credit Facility”). In July 2019, we executed a first amendment to our 2017 Credit Facility, which, among other things, reduced the maximum aggregate amount of commitments thereunder from $1.5 billion to $1.3 billion. Prior to the filing of the Chapter 11 Cases, the 2017 Credit Facility was scheduled to mature in January 2023. Borrowings were available for working capital and other general corporate purposes. The 2017 Credit Facility provided for a letter of credit sub-facility in the amount of $15.0 million, with the ability to increase such amount up to $500.0 million with the approval of the lenders. The 2017 Credit Facility had provisions that varied the applicable interest rates for borrowings based upon our debt ratings. Borrowings under the 2017 Credit Facility bore interest at LIBOR plus an applicable margin. NHUK guaranteed the obligations of the borrowers under the 2017 Credit Facility. In addition, certain indirect subsidiaries of Legacy Noble that owned rigs were guarantors under the 2017 Credit Facility. In April 2020, we borrowed $100.0 million under the 2017 Credit Facility to pay down our indebtedness under the Seller Loans (as defined herein) as further described below. At December 31, 2020, we had $545.0 million o f borrowings outstanding under the 2017 Credit Facility. At December 31, 2020, we had $8.8 million of letters of credit issued under the 2017 Credit Facility and an additional $6.0 million in letters of credit and surety bonds issued under unsecured or cash collateralized bilateral arrangements. The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing our outstanding senior notes and under our 2017 Credit Facility. In addition, the unpaid principal and interest due under our indentures and the 2017 Credit Facility became immediately due and payable. However, any efforts to enforce such payment obligations with respect to our senior notes and 2017 Credit Facility were automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement were subject to the applicable provisions of the Bankruptcy Code. See “Note 1— Organization and Basis of Presentation” for additional information. The Company had $545.0 million outstanding under the 2017 Credit Facility prior to the Effective Date. On the Effective Date, all outstanding obligations under the 2017 Credit Facility were terminated and the holders of claims under the 2017 Credit Facility had such obligations repaid using cash on hand, repaid using proceeds from the Rights Offering, or refinanced through the Revolving Credit Facility. On the Effective Date, all liens and security interests granted to secure such obligations were terminated and are of no further force and effect. 2015 Credit Facility Effective January 2018, in connection with entering into the 2017 Credit Facility, we amended our $300.0 million senior unsecured credit facility that would have matured in January 2020 and was guaranteed by our indirect, wholly-owned subsidiaries, Noble Holding (US) LLC and Noble Holding International Limited (“NHIL”), a finance subsidiary of Finco, (as amended, the “2015 Credit Facility”). As a result of the 2015 Credit Facility's reduction in the aggregate principal amount of commitments, we recognized a net loss of approximately $2.3 million in the year ended December 31, 2018. On December 20, 2019, we repaid $300.0 million of outstanding borrowings and terminated the 2015 Credit Facility. Seller Loans In February 2019, we purchased the Noble Joe Knight for $83.8 million with a $53.6 million seller-financed secured loan (the “2019 Seller Loan”). The 2019 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2019 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four-year term of the 2019 Seller Loan. Based on the terms of the 2019 Seller Loan, the 1.25% paid- in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term. In September 2018, we purchased the Noble Johnny Whitstine for $93.8 million with a $60.0 million seller-financed secured loan (the “2018 Seller Loan” and, together with the 2019 Seller Loan, the “Seller Loans”). The 2018 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2018 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four-year term of the 2018 Seller Loan. Based on the terms of the 2018 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term. Both of the Seller Loans were guaranteed by Finco and each was secured by a mortgage on the applicable rig and by the pledge of the shares of the applicable single-purpose entity that owned the relevant rig. Each Seller Loan contained a debt to total capitalization ratio requirement that such ratio not exceed 0.55 at the end of each fiscal quarter, a $300.0 million minimum liquidity financial covenant and an asset and revenue covenant substantially similar to the Guaranteed Notes, as well as other covenants and provisions customarily found in secured transactions, including a cross-default provision. Each Seller Loan required immediate repayment on the occurrence of certain events, including the termination of the drilling contract associated with the relevant rig or circumstances in connection with a material adverse effect. In April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loan and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, interest ceased accruing, and the financial covenants set forth in the agreements relating to the Seller Loans ceased to apply. On July 20, 2020, at the conclusion of the 90-day period following the payment date, all outstanding amounts were reduced to zero, all security was released, and the Seller Loans were terminated. As a result of the early repayment of the Seller Loans and the conclusion of the 90-day period following the payment date, we recognized gains of approximately and $17.3 million in the year ended December 31, 2020. Senior Notes In March 2019, we completed cash tender offers for our Senior Notes due 2020, Senior Notes due 2021, Senior Notes due 2022 and Senior Notes due 2024. Pursuant to such tender offers, we purchased $440.9 million aggregate principal amount of these senior notes for $400.0 million, plus accrued interest, using cash on hand and borrowings under the 2015 Credit Facility. As a result of these transactions, we recognized a net gain of approximately $31.3 million. On the Effective Date, in accordance with the Plan, all outstanding obligations under our senior notes were cancelled and the indentures governing such obligations were cancelled, except to the limited extent expressly set forth in the Plan. See “Note 2— Chapter 11 Emergence” for additional information. 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 carrying amount of the Revolving Credit Facility approximates fair value as the interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 15— 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: Successor Predecessor December 31, 2021 December 31, 2020 (1) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 11.000% Senior Notes due February 2028 $ 216,000 $ 236,792 $ — $ — Senior unsecured notes 4.900% Senior Notes due August 2020 $ — $ — $ 62,535 $ 1,366 4.625% Senior Notes due March 2021 — — 79,936 1,596 3.950% Senior Notes due March 2022 — — 21,213 354 7.750% Senior Notes due January 2024 — — 397,025 7,925 7.950% Senior Notes due April 2025 — — 450,000 8,348 7.875% Senior Notes due February 2026 — — 750,000 301,935 6.200% Senior Notes due August 2040 — — 393,596 7,966 6.050% Senior Notes due March 2041 — — 395,002 7,327 5.250% Senior Notes due March 2042 — — 483,619 9,701 8.950% Senior Notes due April 2045 — — 400,000 7,420 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 — — — — 2017 Credit Facility due to mature January 2023 — — 545,000 545,000 Total debt 216,000 236,792 3,977,926 898,938 Less: Current maturities of long-term debt — — — — Long-term debt $ 216,000 $ 236,792 $ — $ — (1) Includes write-off of applicable deferred financing cost and discounts of $45.5 million. See “Note 2— Chapter 11 Emergence” for additional information. As discussed in “Note 1— Organization and Basis of Presentation,” from the Petition Date until the Effective Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. Accordingly, all of our long-term debt obligations were presented as “Liabilities subject to compromise” on our Consolidated Balance Sheet at December 31, 2020. On the Effective Date, in accordance with the Plan, all outstanding obligations under our senior notes were cancelled and the indentures governing such obligations were cancelled, except to the limited extent expressly set forth in the Plan. See “Note 2— Chapter 11 Emergence” for additional information. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 9— Equity Share Capital As of December 31, 2021, Noble had approximately 60.2 million shares outstanding and trading. As of December 31, 2020, Legacy Noble had approximately 251.1 million shares outstanding and trading. At Legacy Noble’s 2020 Annual General Meeting, Legacy Noble’s shareholders authorized its Board of Directors to increase share capital through the issuance of up to approximately 8.7 million ordinary shares (at then current nominal value of $0.01 per share). That authority to allot shares has expired on the Effective Date. Other than shares issued to Legacy Noble’s directors under the Noble Corporation 2017 Director Omnibus Plan, the authority was not used to allot shares during the period from January 1, 2021 through February 5, 2021 or the period from February 6, 2021 through December 31, 2021. Pursuant to the Memorandum of Association of Noble Corporation, the share capital of Noble is $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the Board may determine from time to time. 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 current Board of Directors. In accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of Legacy Noble’s equity interests outstanding prior to the Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Effective Date. Pursuant to the Plan, the holders of Legacy Noble’s ordinary shares, par value $0.01 per share, outstanding prior to the Effective Date received their pro rata share of the Tranche 3 Warrants to acquire Ordinary Shares. Warrants At December 31, 2021, we had outstanding 8.3 million Tranche 1 Warrants, 8.3 million Tranche 2 Warrants and 2.8 million Tranche 3 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 are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant and the Tranche 3 Warrants are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant (in each case as may be adjusted from time to time pursuant to the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2028 and the Tranche 3 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2026. The Tranche 1 Warrants and the Tranche 2 Warrants have Black-Scholes protections, including in the event of a Fundamental Transaction (as defined in the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants also provide that while the Mandatory Exercise Condition (as defined in the applicable warrant agreement) set forth in the applicable warrant agreement has occurred and is continuing, Noble or the holders of Tranche 1 Warrants or Tranche 2 Warrants representing at least 20% of such tranche (the “Required Mandatory Exercise Warrantholders”) have the right and option (but not the obligation) to cause all or a portion of the warrants to be exercised on a cashless basis. In the case of Noble, under the Mandatory Exercise Condition, all of the Tranche 1 Warrants or the Tranche 2 Warrants (as applicable) would be exercised. In the case of the electing Required Mandatory Exercise Warrantholders, under the Mandatory Exercise Condition, all of their respective Tranche 1 Warrants or Tranche 2 Warrants (as applicable) would be exercised. Mandatory exercises entitle the holder of each warrant subject thereto to (i) the number of Ordinary Shares issuable upon exercise of such warrant on a cashless basis and (ii) an amount payable in cash, Ordinary Shares or a combination thereof (in Noble’s sole discretion) equal to the Black-Scholes Value (as defined in the applicable warrant agreement) with respect to the number of Ordinary Shares withheld upon exercise of such warrant on a cashless basis. At December 31, 2021, the Mandatory Exercise Condition set forth in the warrant agreements for the Tranche 1 Warrants and the Tranche 2 Warrants was not satisfied. Successor Share-Based Compensation Plans Stock Plans On February 18, 2021, the Company adopted the long-term incentive plan (the “Noble Incentive Plan”), which permits grants of options, stock appreciation rights, stock or stock unit awards or cash awards, any of which may be structured as a performance award, from time to time to employees and non-employee directors who are to be granted awards under the Noble Incentive Plan and authorized and reserved 7.7 million Ordinary Shares for equity incentive awards to be granted under such plan. At December 31, 2021, we had 7.7 million shares remaining available for grants to employees and non-employee directors. Restricted Stock Units (“RSUs”) We have awarded both Time Vested RSUs (“TVRSUs”) and Performance Vested RSUs (“PVRSUs”) under the Noble Incentive Plan. The TVRSUs generally vest over a three-year period. The number of PVRSUs which vest will depend on the degree of achievement of specified corporate performance criteria over a three-year performance period. These criteria consist of market and performance based criteria. The TVRSUs are valued on the date of award at our underlying share price. The total compensation for units that ultimately vest is recognized over the service period. The shares and related nominal value are recorded when the RSU vests and additional paid-in capital is adjusted as the share-based compensation cost is recognized for financial reporting purposes. In 2021, 40 percent of the TVRSUs granted to non-employee directors will be settled in cash and accounted for as liability awards, which were valued on the date of grant based on the estimated fair value of the Company’s share price. Under the fair value method for liability-classified awards, compensation expense is remeasured each reporting period at fair value based upon the closing price of the Company’s Ordinary Shares. The market-based PVRSUs are valued on the date of grant based on the estimated fair value. Estimated fair value is determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance will achieve the targeted thresholds and the expected forfeiture rate. The fair value is calculated using a Monte Carlo Simulation Model. The assumptions used to value the PVRSUs include historical volatility and risk-free interest rates over a time period commensurate with the remaining term prior to vesting, as follows for the respective grant dates: February 19, 2021 October 1, 2021 December 1, 2021 Valuation assumptions: Expected volatility 50.0 % 92.2 % 95.1 % Expected dividend yield — % — % — % Risk-free interest rate 0.19 % 0.33 % 0.58 % Additionally, similar assumptions were made for each of the companies included in the defined index and the peer group of companies in order to simulate the future outcome using the Monte Carlo Simulation Model. A summary of the RSUs awarded for the period from February 6, 2021 through December 31, 2021 is as follows: 2021 Equity-classified TVRSU Units awarded 1,735,843 Weighted-average share price at award date $ 16.68 Weighted-average vesting period (years) 2.94 Liability-classified TVRSU Units awarded 52,364 Weighted-average share price at award date $ 16.76 Weighted-average vesting period (years) 2.81 PVRSU Units awarded 1,457,842 Weighted-average share price at award date $ 16.74 Three-year performance period ended December 31 2023 Weighted-average award date fair value $ 20.82 During the period from February 6, 2021 through December 31, 2021, we awarded 78,546 shares equity-classified TVRSUs and 52,364 shares liability-classified TVRSUs to our non-employee directors. A summary of the status of non-vested RSUs at December 31, 2021 and changes for the period from February 6, 2021 through December 31, 2021 is presented below: Equity-Classified TVRSUs Weighted PVRSUs Outstanding (1) Weighted Non-vested RSUs at February 5, 2021 (Successor) — $ — — $ — Awarded 1,735,843 16.68 1,457,842 20.82 Vested — — — — Forfeited (66,081) 16.44 — — Non-vested RSUs at December 31, 2021 (Successor) 1,669,762 $ 16.69 1,457,842 $ 20.82 (1) For awards granted during 2021, the number of PVRSUs shown equals the shares that would vest if the “target” level of performance is achieved. The minimum number of units is zero and the “maximum” level of performance is 200 percent of the amounts shown. During the period from February 6, 2021 through December 31, 2021, we granted 52,364 liability-classified TVRSUs at a weighted-average grant date fair value of $16.76, no units were vested during the period and no units were forfeited during the period. At December 31, 2021, we had 52,364 liability-classified TVRSUs outstanding with an associated total liability of $414.4 thousand. At December 31, 2021, there wa s $20.1 million of total unrecognized compensation cost related to the equity-classified TVRSUs, to be recognized over a remaining weighted-average period of 2.09 years. At December 31, 2021, there wa s $0.9 million of total unrecognized compensation cost related to the liability-classified TVRSUs, to be recognized over a remaining weighted-average period of 1.97 years. At December 31, 2021, there was $22.1 million of total unrecognized compensation cost related to the PVRSUs, to be recognized over a remaining weighted-average period of 2.00 years. The total potential compensation for PVRSUs is recognized over the service period regardless of whether the performance thresholds are ultimately achieved. Share-based amortization recognized during for the period from February 6, 2021 through December 31, 2021 related to all restricted stock totaled $16.5 million ( $16.4 million net of income tax) . During the period from February 6, 2021 through December 31, 2021, there was no capitalized share-based amortization. Predecessor Share-Based Compensation Plans All outstanding shares and equity awards of Legacy Noble were cancelled as a result of the Chapter 11 Cases. Stock Plans During 2015, Legacy Noble shareholders approved a new equity plan, the Noble Corporation plc 2015 Omnibus Incentive Plan (the “Legacy Noble Incentive Plan”), which permitted grants of options, stock appreciation rights, stock or stock unit awards or cash awards, any of which could be structured as a performance award, from time to time to employees who were to be granted awards under the Legacy Noble Incentive Plan. Neither consultants nor non-employee directors were eligible for awards under the Legacy Noble Incentive Plan. The Legacy Noble Incentive Plan replaced the Noble Corporation 1991 Stock Options and Restricted Stock Plan, as amended (the “1991 Plan”). The 1991 Plan was terminated, and equity awards were thereafter only made under the Legacy Noble Incentive Plan. Stock option awards previously granted under the 1991 Plan remained outstanding in accordance with their terms until being cancelled as a result of the Chapter 11 Cases. During 2020 and 2019, the Legacy Noble Incentive Plan was restated and Legacy Noble shareholders approved amendments, primarily to increase the number of Legacy Noble ordinary shares available for issuance as long-term incentive compensation under the Legacy Noble Incentive Plan by 8.7 million, 5.8 million and 5.0 million shares, respectively. The maximum aggregate number of Legacy Noble ordinary shares that could be granted for any and all awards under the Legacy Noble Incentive Plan could not exceed 40.0 million shares. During 2017, upon Legacy Noble shareholder approval, the Noble Corporation 2017 Director Omnibus Plan (the “Legacy Noble Director Plan”) replaced the previous plans that were terminated. Legacy equity awards to our non-employee directors were thereafter only made under the Legacy Noble Director Plan. No awards made under previous plans remained outstanding. During 2019, Legacy Noble shareholders approved amendments to increase the number of Legacy Noble ordinary shares available for issuance under the Legacy Noble Director Plan by 0.9 million shares, bringing the maximum aggregate number of Legacy Noble ordinary shares that could be granted for any and all awards under the Legacy Noble Director Plan to 1.8 million shares. Stock Options Options had a term of 10 years, an exercise price equal to the fair market value of a share on the date of grant and generally would vest over a three-year period. A summary of the status of stock options granted under the 1991 Plan and the changes during the period ended on February 5, 2021, December 31, 2020 and December 31, 2019 are presented below: February 5, 2021 December 31, 2020 December 31, 2019 Number of Weighted Number of Weighted Number of Weighted Outstanding at beginning of period 556,155 $ 30.39 708,400 $ 30.90 1,103,242 $ 28.74 Expired or cancelled (556,155) 30.39 (152,245) 32.78 (394,842) 24.85 Outstanding at end of period — — 556,155 30.39 708,400 30.90 Exercisable at end of period — $ — 556,155 $ 30.39 708,400 $ 30.90 All outstanding options were cancelled as a result of the Chapter 11 Cases and there were no stock options outstanding at December 31, 2021. The fair value of each option was estimated on the date of grant using a Black-Scholes pricing model. The expected term of options granted represented the period of time that the options were expected to be outstanding and was derived from historical exercise behavior, then current trends and values derived from lattice-based models. Expected volatilities were based on implied volatilities of traded options on our shares, historical volatility of our shares, and other factors. The expected dividend yield was based on historical yields on the date of grant. The risk-free rate was based on the US Treasury yield curve in effect at the time of grant. There were no non-vested stock option balances at December 31, 2021 or any changes during the period from January 1, 2021 through February 5, 2021 . No new stock options were granted during the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019. There was no compensation cost recognized during the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019 related to stock options. Restricted Stock Units We awarded both TVRSUs and PVRSUs under the Legacy Noble Incentive Plan. The TVRSUs generally vested over a three-year period. The number of PVRSUs which would vest depended on the degree of achievement of specified corporate performance criteria over a three-year performance period. Depending on the date the PVRSU was awarded, these criteria consisted of market based criteria or market and performance based criteria. The TVRSUs were valued on the date of award at our underlying share price. The total compensation for units that ultimately vested was recognized over the service period. The shares and related nominal value were recorded when the RSUs vested and additional paid-in capital was adjusted as the share-based compensation cost was recognized for financial reporting purposes. The market-based PVRSUs were valued on the date of grant based on the estimated fair value. Estimated fair value was determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance would achieve the targeted thresholds and the expected forfeiture rate. The fair value was calculated using a Monte Carlo Simulation Model. The assumptions used to value the PVRSUs included historical volatility and risk-free interest rates over a time period commensurate with the remaining term prior to vesting, as follows: 2020 2019 Valuation assumptions: Expected volatility 69.8 % 59.6 % Expected dividend yield — % — % Risk-free interest rate 1.40 % 2.50 % Additionally, similar assumptions were made for each of the companies included in the defined index and the peer group of companies in order to simulate the future outcome using the Monte Carlo Simulation Model. A summary of the RSUs awarded for each of the years ended 2020 and 2019 is as follows: 2020 2019 TVRSU Units awarded 5,559,678 4,639,119 Weighted-average share price at award date $ 0.82 $ 3.02 Weighted-average vesting period (years) 3.0 3.0 PVRSU Units awarded 2,696,774 1,623,399 Weighted-average share price at award date $ 0.91 $ 3.13 Three-year performance period ended December 31 2022 2021 Weighted-average award date fair value $ 1.14 $ 3.61 There were no RSUs granted during the period from January 1, 2021 through February 5, 2021. During the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, we awarded zero, 280,635 and 267,204 shares, respectively, to our non-employee directors. A summary of the status of non-vested RSUs at February 5, 2021 and changes during the period from January 1 through February 5, 2021 is presented below: TVRSUs Weighted PVRSUs Outstanding (1) Weighted Non-vested RSUs at January 1, 2021 (Predecessor) 2,362,500 $ 3.43 3,163,113 $ 3.22 Awarded — — — — Vested (61,050) 5.46 — — Forfeited or cancelled (2,301,450) 3.37 (3,163,113) 3.22 Non-vested RSUs at February 5, 2021 (Predecessor) — $ — — $ — (1) For awards granted prior to 2019, the number of PVRSUs shown equals the shares that would vest if the “maximum” level of performance was achieved. The minimum number of shares was zero and the “target” level of performance was 50 percent of the amounts shown. For awards granted during 2020 and 2019, the number of PVRSUs shown equals the shares that would vest if the “target” level of performance was achieved. The minimum number of shares was zero and the “maximum” level of performance was 200 percent of the amounts shown. The total award-date fair value of TVRSUs vested during the period from January 1 through February 5, 2021 was $0.3 million. Share-based amortization recognized during the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019 related to all restricted stock totaled $0.7 million ($0.7 million net of income tax), $9.2 million ($8.6 million net of income tax) and $14.7 million ($14.1 million net of income tax), respectively. During the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, capitalized share-based amortization was zero. Liability-Classified Cash Incentive Awards In 2020, the Company granted cash incentive awards that would vest over a three-year period and the final cash payment depended on the degree of achievement of specified corporate performance criteria over a three-year performance period. These criteria consisted of market based criteria or market and performance based criteria. These awards were valued on the date of grant based on the estimated fair value. Estimated fair value was determined based on numerous assumptions, including an estimate of the likelihood that our stock price performance would achieve the targeted thresholds and the expected forfeiture rate. The fair value was calculated using a Monte Carlo Simulation Model. The assumptions used to value the awards included historical volatility of 69.8% and a risk-free interest rate of 1.4% over a time period commensurate with the remaining term prior to vesting. Additionally, similar assumptions were made for each of the companies included in the defined index and the peer group of companies in order to simulate the future outcome using the Monte Carlo Simulation Model. During 2020, the remaining balance of the vested awards were cancelled and replaced as part of the 2020 Other Cash Award Plan. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 10— Accumulated Other Comprehensive Income (Loss) The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” during the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the year ended December 31, 2020. All amounts within the tables are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2019 (Predecessor) $ (40,635) $ (17,754) $ (58,389) Activity during period: Other comprehensive loss before reclassifications — (521) (521) Amounts reclassified from AOCI 898 — 898 Net other comprehensive loss 898 (521) 377 Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive income before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 Balance at Balance at 2/5/2021 (Predecessor) $ — $ — $ — Balance at Balance at 2/6/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications — — — Amounts reclassified to AOCI 5,389 — 5,389 Net other comprehensive income 5,389 — 5,389 Balance at December 31, 2021 $ 5,389 $ — $ 5,389 (1) Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Consolidated Statements of Operations through “Other income (expense).” See “Note 14— Employee Benefit Plans” for additional information. |
Revenue and Customers
Revenue and Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customers | Note 11— Revenue and Customers Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Consolidated Balance Sheets. The following table provides information about contract assets and contract liabilities from contracts with customers: Successor Predecessor December 31, 2021 December 31, 2020 Current contract assets $ 5,744 $ 10,687 Noncurrent contract assets — 3,174 Total contract assets 5,744 13,861 Current contract liabilities (deferred revenue) (18,403) (34,990) Noncurrent contract liabilities (deferred revenue) (9,352) (24,896) Total contract liabilities $ (27,755) $ (59,886) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances during the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the year ended December 31, 2020. are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2019 (Predecessor) $ 30,800 $ (65,055) Amortization of deferred costs (27,043) — Additions to deferred costs 10,104 — Amortization of deferred revenue — 57,915 Additions to deferred revenue — (52,746) Total (16,939) 5,169 Net balance at December 31, 2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total (13,861) 51,599 Net balance at 2/5/21 (Predecessor) $ — $ (8,287) Net balance at 2/6/21 (Successor) $ — $ (8,287) Amortization of deferred costs (3,908) — Additions to deferred costs 9,652 — Amortization of deferred revenue — 13,729 Additions to deferred revenue — (33,197) Total 5,744 (19,468) Net balance at 12/31/2021 (Successor) $ 5,744 $ (27,755) 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. These capital items are capitalized and depreciated in accordance with our existing property and equipment accounting policy. Costs incurred for the demobilization of rigs at contract completion are recognized as incurred during the demobilization process. Costs incurred for rig modifications or upgrades required for a contract, which are considered to be capital improvements, are capitalized as drilling and other property and equipment and depreciated over the estimated useful life of the improvement. Customer Contract Intangible Assets Upon emergence from the Chapter 11 Cases, the Company recognized a fair value adjustment of $113.4 million related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue from the Effective Date through the remainder of the contracts, approximately 18 months and 32 months, respectively. As of December 31, 2021, the net carrying amount was $61.8 million, $113.4 million gross less $51.5 million accumulated amortization. The expected remaining amortization is as follows: $43.5 million and $18.4 million for the years ending December 31, 2022 and 2023, respectively. We assess the recoverability of the unamortized balance when indicators of impairment are present. Should the review indicate that the carrying value is not fully recoverable, the portion not fully recoverable would be recognized as an impairment loss. We considered the events surrounding Hurricane Ida and the Noble Globetrotter II , including the associated force majeure notice and the need for the rig to go into the shipyard, to be a triggering event. After the Company’s review, we determined the carrying value of the related customer contract intangible was recoverable and no impairment loss was recognized. Future Amortization of Deferred Revenue The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, at the end of the reporting period: Year Ending December 31, 2022 2023 2024 2025 2026 and beyond Total Floaters $ 11,930 $ 9,323 $ 29 $ — $ — $ 21,282 Jackups 6,473 — — — — 6,473 Total $ 18,403 $ 9,323 $ 29 $ — $ — $ 27,755 The revenue included above consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at December 31, 2021. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services. Disaggregation of Revenue The following table provides information about contract drilling revenue by rig types: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Floaters $ 482,283 $ 50,057 $ 491,407 $ 727,177 Jackups 225,848 23,994 417,829 518,881 Total $ 708,131 $ 74,051 $ 909,236 $ 1,246,058 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 12— Leases Leases We determine if an arrangement is a lease at inception. Our operating lease agreements are primarily for real estate, equipment, storage, dock space and automobiles and are included within “Other current liabilities,” “Other assets” and “Other liabilities,” on our Consolidated Balance Sheets. As discussed in “Note 1— Organization and Basis of Presentation,” in the 2020 Predecessor period, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. Accordingly, all of the leases liabilities on the Debtor companies have been presented as “Liabilities subject to compromise” on our Consolidated Balance Sheet at December 31, 2020. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Certain of our lease agreements include options to extend or terminate the lease, which we do not include in our minimum lease terms unless management is reasonably certain to exercise and reasonably certain not to exercise, respectively. Supplemental balance sheet information related to leases was as follows: Successor Predecessor December 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ 17,066 $ 26,648 Current operating lease liabilities 3,923 1,942 Long-term operating lease liabilities (1) 13,166 4,969 Weighted average remaining lease term for operating leases (years) 6.25 7.8 Weighted average discounted rate for operating leases 9.5 % 11.1 % (1) $21.0 million of lease liabilities were classified as “Liabilities subject to compromise” on our Consolidated Balance Sheet at December 31, 2020. The components of lease cost were as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Operating lease cost $ 4,803 $ 365 $ 9,065 Short-term lease cost 634 (124) 2,893 Variable lease cost 412 (605) 1,265 Total lease cost $ 5,849 $ (364) $ 13,223 Supplemental cash flow information related to leases was as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Operating cash flows used for operating leases $ 5,568 $ 979 $ 9,614 Right-of-use assets obtained in exchange for a lease liability 9,647 — 1,217 Maturities of lease liabilities as of December 31, 2021 were as follows: Operating Leases 2022 $ 5,245 2023 4,375 2024 4,252 2025 2,881 2026 2,523 Thereafter 4,332 Total lease payments 23,608 Less: Interest (6,372) Present value of lease liability $ 17,236 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13— Income Taxes Legacy Noble is a tax resident in the UK and, as such, is subject to UK corporation tax on its taxable profits and gains. Noble is incorporated in the Cayman Islands and therefore not subject to tax in any jurisdiction. With respect to Legacy Noble, a UK tax exemption is available in respect of qualifying dividends income and capital gains related to the sale of qualifying participations. We operate in various countries throughout the world, including the United States. The income or loss of the non-UK subsidiaries of Legacy Noble is not subject to UK corporation tax. Consequently, we have taken account of the above exemption and provided for income taxes based on the laws and rates in effect in the countries in which operations are conducted, or in which we or our subsidiaries have a taxable presence for income tax purposes. The components of the net deferred taxes are as follows: Successor Predecessor 2021 2020 Deferred tax assets United States Net operating loss carry forwards $ 3,485 $ 79,047 Disallowed interest deduction carryforwards — 62,337 Deferred pension plan amounts 3,427 10,568 Accrued expenses not currently deductible 5,780 5,625 Other 121 3,178 Non-United States Net operating loss carry forwards 1,013,281 47,187 Transition attribute 888,962 — Tax credits carryover 23,849 — Disallowed interest deduction carryforwards 13,625 13,625 Deferred pension plan amounts — 558 Accrued expenses not currently deductible 170 — Deferred tax assets 1,952,700 222,125 Less: valuation allowance (1,899,092) (191,835) Net deferred tax assets $ 53,608 $ 30,290 Deferred tax liabilities United States Excess of net book basis over remaining tax basis $ — $ (30,349) Contract asset (10,067) — Deferred revenue (3,438) — Other (1,116) (1,796) Non-United States Excess of net book basis over remaining tax basis (690) (5,474) Contract asset (4,173) — Other (1,912) (1,272) Deferred tax liabilities (21,396) (38,891) Net deferred tax assets (liabilities) $ 32,212 $ (8,601) Loss from continuing operations before income taxes consists of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 United States $ (47,686) $ 1,878,637 $ (2,150,591) $ (65,062) Non-United States 150,033 (1,624,986) (2,088,271) (844,022) Total $ 102,347 $ 253,651 $ (4,238,862) $ (909,084) The income tax provision (benefit) for continuing operations consists of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Current- United States $ (33,323) $ — $ (257,552) $ (34,726) Current- Non-United States 67,952 922 23,474 14,011 Deferred- United States (7,460) (4,689) (57,514) (5,307) Deferred- Non-United States (26,804) 7,190 31,189 (12,518) Total $ 365 $ 3,423 $ (260,403) $ (38,540) The following is a reconciliation of our reserve for uncertain tax positions, excluding interest and penalties. Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Gross balance at beginning of period $ 37,156 $ 37,721 $ 130,837 $ 161,256 Additions based on tax positions related to current year 26,463 1,347 20,266 934 Additions for tax positions of prior years 21,465 — 206 224 Reductions for tax positions of prior years (12,331) (5) (109,330) (28,542) Expiration of statutes (9,310) (1,907) (4,258) (1,629) Tax settlements — — — (1,406) Gross balance at end of period 63,443 37,156 37,721 130,837 Related tax benefits (384) (384) (384) (400) Net reserve at end of period $ 63,059 $ 36,772 $ 37,337 $ 130,437 The liabilities related to our reserve for uncertain tax positions are comprised of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Reserve for uncertain tax positions, excluding interest and penalties $ 63,059 $ 36,772 $ 37,337 Interest and penalties included in “Other liabilities” 11,930 5,273 5,164 Reserve for uncertain tax positions, including interest and penalties $ 74,989 $ 42,045 $ 42,501 At December 31, 2021, the reserves for uncertain tax positions totaled $75.0 million. If a portion or all of the December 31, 2021 reserves are not realized, the provision for income taxes could be reduced by up to $53.6 million. At December 31, 2020, the reserves for uncertain tax positions totaled $42.5 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. We include, as a component of our “Income tax benefit (provision),” potential interest and penalties related to recognized tax contingencies within our global operations. Interest and penalties resulted in an income tax expense of $6.7 million and $0.1 million for the period from February 6, 2021 to December 31, 2021 and for the period from January 1 through February 5, 2021, respectively. Interest and penalties resulted in an income tax benefit of $24.1 million in 2020 and $3.0 million in 2019. We recorded an income tax expense of $0.4 million and $3.4 million and income tax benefit $260.4 million during the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the year ended December 31, 2020, respectively. During the period from February 6, 2021 to December 31, 2021, our tax provision included tax benefits of $24.3 million related to US and non-US reserve releases, $12.6 million related to a US tax refund, $22.8 million related to deferred tax assets previously not recognized , $1.9 million related to recognition of a non-US refund claim and $1.2 million related primarily to deferred tax adjustments. Such tax benefits were offset by tax expenses of $21.2 million related to various recurring items primarily comprised of Guyana withholding tax on gross revenue and $42.0 million related to non-US tax reserves. During the period from January 1 through February 5, 2021, our income tax provision included a tax benefit of $1.7 million related to non-US reserve release and tax expense of $2.5 million related to fresh start and reorganization adjustment, and other recurring tax expenses of approximately $2.6 million. During the year ended December 31, 2020, our tax benefit included the tax effect from asset impairments of $99.7 million, the tax impact of the application of the CARES Act of $39.0 million, a non-US reserve release due to a statute expiration of $4.6 million, a reduction of US tax reserves of $111.9 million, and the tax benefits of an internal restructuring net of resulting adjustment to the valuation allowance of $17.9 million and other recurring tax benefits of approximately $47.3 million. These tax benefits were partially offset by a 2019 US return-to-provision adjustment and resulting adjustment to the valuation allowance of $21.2 million, an increase in UK valuation allowance of $31.1 million, and an increase in non-US tax reserves of $7.8 million. Our gross deferred tax asset balance at year-end reflects the application of our income tax accounting policies and is based on management’s estimates, judgments and assumptions regarding realizability. If it is more likely than not that a portion of the deferred tax assets will not be realized in a future period, the deferred tax assets will be reduced by a valuation allowance based on management’s estimates. During 2021, our deferred tax asset balance after consideration of valuation allowances increased $23.3 million due primarily to increases related to new realizable deferred tax assets in Switzerland and Luxembourg, additional deferred tax assets in Nigeria as a result of the Pacific Drilling acquisition, and additional deferred taxes in the US as a result of fresh start adjustments. Such increases were partially offset by decreases related to the write-off of deferred tax assets in the US as a result of an internal restructuring effected by the Company at Emergence. During the period ending December 31, 2021, we recognized deferred tax benefits of $22.8 million out of the total available tax benefits of $1.8 billion related to tax attributes available in Switzerland and Luxembourg. The available tax benefits in Switzerland are related to transition attributes created by a tax ruling we obtained in December 2021. These tax benefits are scheduled to expire by 2036. The available tax benefits in Luxembourg are related to net operating losses generated in years prior to 2021 by Pacific Drilling. Most of these tax losses are scheduled to expire between 2035 and 2038; however, a portion of the tax losses has no expiration date. In deriving the $22.8 million in tax benefits being recognized, we relied on sources of income attributable to the reversal of taxable temporary differences in the same periods as the relevant tax attributes and projected taxable income for the period covered by our relevant existing drilling contracts. Given the mobile nature of our assets, we are not able to reasonably forecast the jurisdiction of our taxable income from future drilling contracts. We also have limited objective positive evidence in historical periods for Switzerland and Luxembourg. Accordingly, in determining the amount of deferred tax benefits to recognize related to our Switzerland and Luxembourg rig-owning entities, we did not consider projected book income beyond the conclusion of existing drilling contracts with the exception of interest income projected to be generated over a finite period beyond the conclusion of the relevant existing drilling contracts. As new drilling contracts are executed, we will reassess the amount of deferred tax assets in Switzerland and Luxembourg that are realizable. Finally, once we have established sufficient objective positive evidence in Switzerland and Luxembourg for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts. We conduct business globally and, as a result, we file numerous income tax returns in the US and in non-US jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including in jurisdictions such as Brazil, Brunei, Bulgaria, Canada, Cyprus, Egypt, Ghana, Guyana, Hungary, Malta, Mexico, Nigeria, Norway, Saudi Arabia, Argentina, Australia, Denmark, Gabon, Luxembourg, Malaysia, Morocco, Myanmar, the Netherlands, Oman, Qatar, Tanzania, Timor-Leste, Singapore, Suriname, Switzerland, the United Kingdom and the United States. We are no longer subject to US Federal income tax examinations for years before 2018 and non-US income tax examinations for years before 2007. Legacy Noble conducted substantially all of its business through Finco and its subsidiaries in the pre-emergence period and Noble conducted substantially all of its business through Finco and its subsidiaries in the post-emergence period. In the pre-emergence period, the income or loss of our non-UK subsidiaries is not subject to UK income tax. Earnings are taxable in the United Kingdom at the UK statutory rate of 19 percent. In the post-emergence period, Noble is incorporated in the Cayman Islands and therefore not subject to tax in any jurisdiction. A reconciliation of tax rates outside of the United Kingdom for the pre-emergence period and the Cayman Islands for the post-emergence period to our Noble effective rate for continuing operations is shown below: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Effect of: Tax rates which are different than the Cayman Islands (Successor) and UK (Predecessor) rates 22.6 % 0.5 % 0.4 % 4.3 % Tax impact of asset impairment and disposition — % — % 4.5 % 0.3 % Tax impact of restructuring — % 1.0 % 2.1 % (4.1) % Tax impact of the tax regulation change — % — % 0.9 % — % Tax impact of valuation allowance (25.2) % — % (4.3) % 0.5 % Resolution of (reserve for) tax authority audits 2.9 % (0.2) % 2.5 % 3.2 % Total 0.3 % 1.3 % 6.1 % 4.2 % At December 31, 2021, the Company asserts that its unremitted earnings and/or book/tax outside basis differences in certain of its subsidiaries are either permanently reinvested or are not expected to result in a material taxable event in the foreseeable future. Therefore, no material deferred taxes have been recorded related to such earnings and/or investments. Certain of the restructuring transactions effected by the Company in connection with the Plan have a material impact on the Company. For example, cancellation of indebtedness income from such restructuring transaction has significantly reduced the Company’s US tax attributes, including but not limited to NOL carryforwards. Further, the Plan was approved by the Bankruptcy Court on November 20, 2020. As a result, on the Effective Date, the Company experienced an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which subjects certain remaining tax attributes to an annual limitation under Section 382 of the Code. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 14— Employee Benefit Plans Defined Benefit Plans Noble Drilling (Land Support) Limited, an indirect, wholly-owned subsidiary of Noble (“NDLS”), maintains a pension plan that covers all of its salaried, non-union employees, whose most recent date of employment is prior to April 1, 2014 (referred to as our “non-US plan”). In addition to the non-US plan discussed above, we have a US noncontributory defined benefit pension plan that covers certain salaried employees and a US noncontributory defined benefit pension plan that covers certain hourly employees, whose initial date of employment is prior to August 1, 2004 (collectively referred to as our “qualified US plans”). These plans are governed by the Noble Drilling Employees’ Retirement Trust (the “Trust”). The benefits from these plans are based primarily on years of service and, for the salaried plan, employees' compensation near retirement. These plans are designed to qualify under the Employee Retirement Income Security Act of 1974 (“ERISA”), and our funding policy is consistent with funding requirements of ERISA and other applicable laws and regulations. We make cash contributions, or utilize credits available to us, for the qualified US plans when required. The benefit amount that can be covered by the qualified US plans is limited under ERISA and the Internal Revenue Code of 1986. Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain benefits for specified employees at the formula level in the qualified salaried US plan. We refer to the qualified US plans and the excess benefit plan collectively as the “US plans.” During the fourth quarter of 2016, we approved amendments, effective as of December 31, 2016, to our non-US and US defined benefit plans. With these amendments, employees and alternate payees will accrue no future benefits under the plans after December 31, 2016. However, these amendments will not affect any benefits earned through that date. A reconciliation of the changes in projected benefit obligations (“PBO”) for our non-US and US plans is as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Benefit obligation at beginning of period $ 63,729 $ 256,417 $ 67,943 $ 266,090 $ 62,485 $ 240,249 Interest cost 1,228 5,993 97 615 1,877 7,567 Actuarial loss (gain) 1,548 (6,465) (4,366) (6,491) 7,190 28,266 Plan amendments — — — — 104 — Benefits paid (2,456) (7,199) (138) (1,515) (2,261) (8,024) Settlements and curtailments — (5,208) — (2,282) (3,751) (1,968) Foreign exchange rate changes (983) — 193 — 2,299 — Benefit obligation at end of period $ 63,066 $ 243,538 $ 63,729 $ 256,417 $ 67,943 $ 266,090 A reconciliation of the changes in fair value of plan assets is as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Fair value of plan assets at beginning of period $ 79,146 $ 221,743 $ 83,808 $ 222,417 $ 76,429 $ 194,160 Actual return on plan assets 2,998 12,254 (4,763) 838 8,741 36,247 Employer contributions — 5,240 — 2,285 — 2,002 Benefits paid (2,456) (7,199) (138) (1,515) (2,261) (8,024) Settlement and curtailment — (5,208) — (2,282) (3,751) (1,968) Foreign exchange rate changes (1,223) — 239 — 4,650 — Fair value of plan assets at end of period $ 78,465 $ 226,830 $ 79,146 $ 221,743 $ 83,808 $ 222,417 The funded status of the plans is as follows: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Non-US US Non-US US Funded status $ 15,399 $ (16,708) $ 15,865 $ (43,673) Amounts recognized in the Consolidated Balance Sheets consist of: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Non-US US Non-US US Other assets (noncurrent) $ 15,399 $ 971 $ 15,865 $ — Other liabilities (current) — (67) — (8,169) Other liabilities (noncurrent) — (17,612) — (35,504) Net amount recognized $ 15,399 $ (16,708) $ 15,865 $ (43,673) Amounts recognized in AOCI consist of: Successor Predecessor As of December 31, 2021 As of December 31, 2020 Non-US US Non-US US Net actuarial (gain) loss $ (369) $ (6,496) $ 3,108 $ 47,094 Deferred income tax asset (liability) 112 1,364 (558) (9,890) Accumulated other comprehensive income (loss) $ (257) $ (5,132) $ 2,550 $ 37,204 Pension costs include the following components: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 2019 Non-US US Non-US US Non-US US Non-US US Service cost $ — $ — $ — $ — $ — $ — $ — $ — Interest cost 1,228 5,993 97 615 1,877 7,567 1,814 8,711 Return on plan assets (845) (11,648) (85) (1,239) (1,649) (11,676) (2,471) (10,313) Amortization of prior service cost — — 1 — 10 — 10 — Recognized net actuarial loss — — — 281 — 2,866 — 2,771 Settlement and curtailment gains — (575) — 301 9 154 — (37) Net pension benefit cost (gain) $ 383 $ (6,230) $ 13 $ (42) $ 247 $ (1,089) $ (647) $ 1,132 There is zero and zero estimated net actuarial losses and prior service costs for the non-US plan and the US plans, respectively, that will be amortized from AOCI into net periodic pension cost in 2022. During the years ended December 31, 2021, 2020 and 2019, we adopted the Retirement Plan (“RP”) mortality tables with the Mortality Projection (“MP”) scale as issued by the Society of Actuaries for each of the respective years. The RP 2021, 2020 and 2019 mortality tables represent the new standard for defined benefit mortality assumptions due to adjusted life expectancies. The adoption of the updated mortality tables and the mortality improvement scales increased our pension liability on our US plans by approximately $0.7 million as of December 31, 2021 and decreased our pension liability by approximately $1.7 million and $2.1 million as of December 31, 2020 and 2019. During the fourth quarter of 2018, the UK High Court made a judgement confirming that UK pension schemes are required to equalize male and female members’ benefits for the effect of guaranteed minimum pensions (GMP). We have accounted for the impact of the GMP equalization as a plan amendment to our non-US plan, and the impact is included as a prior service cost as of December 31, 2020, which will be amortized over the average life expectancy of the members at that date. Defined Benefit Plans—Disaggregated Plan Information Disaggregated information regarding our non-US and US plans is summarized below: Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Projected benefit obligation $ 63,066 $ 243,538 $ 67,943 $ 266,090 Accumulated benefit obligation 63,066 243,538 67,943 266,090 Fair value of plan assets 78,465 226,830 83,808 222,417 The following table provides information related to those plans in which the PBO exceeded the fair value of the plan assets at December 31, 2021 and 2020. The PBO is the actuarially computed present value of earned benefits based on service to date and includes the estimated effect of any future salary increases. Employees and alternate payees have no longer accrued future benefits under the plans since December 31, 2017. Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Projected benefit obligation $ — $ 207,059 $ — $ 266,090 Fair value of plan assets — 189,382 — 222,417 The PBO for the unfunded excess benefit plan was $1.5 million at December 31, 2021 as compared to $9.7 million in 2020, and is included under “US” in the above tables. The following table provides information related to those plans in which the accumulated benefit obligation (“ABO”) exceeded the fair value of plan assets at December 31, 2021 and 2020. The ABO is the actuarially computed present value of earned benefits based on service to date, but differs from the PBO in that it is based on current salary levels. Employees and alternate payees have no longer accrued future benefits under the plans since December 31, 2016. Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Accumulated benefit obligation $ — $ 207,059 $ — $ 266,090 Fair value of plan assets — 189,382 — 222,417 The ABO for the unfunded excess benefit plan was $1.5 million at December 31, 2021 as compared to $9.7 million in 2020, and is included under “US” in the above tables. Defined Benefit Plans—Key Assumptions The key assumptions for the plans are summarized below: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Weighted-average assumptions used to determine benefit obligations: Discount Rate 1.80% 2.63% -2.89% 1.80% 1.92% - 2.77% 1.40% 1.82% - 2.60% Rate of compensation increase N/A N/A N/A N/A N/A N/A Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Years Ended December 31, December 31, 2021 February 5, 2021 2020 2019 Non-US Non-US Non-US Non-US Weighted-average assumptions used to determine periodic benefit cost: Discount Rate 1.80% 1.80% 2.10% 2.90% Expected long-term return on assets 1.20% 1.20% 2.90% 3.70% Rate of compensation increase N/A N/A N/A N/A Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Years Ended December 31, December 31, 2021 February 5, 2021 2020 2019 US US US US Weighted-average assumptions used to determine periodic benefit cost: Discount Rate 1.92% - 2.77% 1.82% - 2.60% 2.56% - 3.32% 3.65% - 4.29% Expected long-term return on assets 5.00% - 5.80% 5.10% - 6.10% 5.40% -6.30% 5.40% -6.50% Rate of compensation increase N/A N/A N/A N/A The discount rates used to calculate the net present value of future benefit obligations for our US plans is based on the average of current rates earned on long-term bonds that receive a Moody’s rating of “Aa” or better. We have determined that the timing and amount of expected cash outflows on our plans reasonably match this index. For our non-US plan, the discount rate used to calculate the net present value of future benefit obligations is determined by using a yield curve of high quality bond portfolios with an average maturity approximating that of the liabilities. In developing the expected long-term rate of return on assets, we considered the current level of expected returns on risk free investments (primarily government bonds), the historical level of risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets for the portfolio. To assist us with this analysis, we employ third-party consultants for our US and non-US plans that use a portfolio return model. Defined Benefit Plans—Plan Assets Non-US Plan As of December 31, 2021, the NDLS pension Scheme targets an asset allocation of 20.0% return-seeking securities (growth) and 80.0% in debt securities (matching) and adopts a de-risking strategy whereby the level of investment risk reduces as the Scheme’s funding level improves. The overall investment objective of the Scheme, as adopted by the Scheme’s Trustees, is to reach a fully funded position on the agreed de-risking basis of gilts - 0.20% per annum. The objectives within the Scheme’s overall investment strategy is to outperform the cash + 4% per annum long term objective for growth assets and to sufficiently hedge interest rate and inflation risk within the matching portfolio in relation to the Scheme’s liabilities. By achieving these objectives, the Trustees believe the Scheme will be able to avoid significant volatility in the contribution rate and provide sufficient assets to cover the Scheme’s benefit obligations. To achieve this the Trustees have given Mercer, the appointed investment manager, full discretion in the day-to-day management of the Scheme’s assets and implementation of the de-risking strategy, who in turn invests in multiple underlying investment managers where appropriate. The Trustees meet with Mercer periodically to review and discuss their investment performance. The actual fair values of the non-US plan are as follows: Successor: As of December 31, 2021 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 938 $ 938 $ — $ — Equity securities: International companies 10,546 10,546 — — Fixed income securities: Corporate bonds 66,981 66,981 — — Total $ 78,465 $ 78,465 $ — $ — Predecessor: As of December 31, 2020 Estimated Fair Value Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 5,405 $ 5,405 $ — $ — Equity securities: International companies 4,179 4,179 — — Fixed income securities: Corporate bonds 72,407 72,407 — — Other 1,817 1,817 — — Total $ 83,808 $ 83,808 $ — $ — US Plans The fundamental objective of the US plan is to provide the capital assets necessary to meet the financial obligations made to plan participants. In order to meet this objective, the Investment Policy Statement depicts how the investment assets of the plan are to be managed in accordance with the overall target asset allocation of approximately 38.9% equity securities, 59.9% fixed income securities, and 1.2% in cash and equivalents. The target asset allocation is intended to generate sufficient capital to meet plan obligations and provide a portfolio rate of return equal to or greater than the return realized using appropriate blended, market benchmark over a full market cycle (usually a five For investments in mutual funds, the assets of the Trust are subject to the guidelines and limits imposed by such mutual fund’s prospectus and the other governing documentation at the fund level. No shares of Noble were included in equity securities at either December 31, 2021 or 2020. The actual fair values of US plan assets are as follows: Successor: As of December 31, 2021 Estimated Fair Value Carrying Quoted Significant Significant Cash and cash equivalents $ 3,718 $ 3,718 $ — $ — Equity securities: United States 86,237 — 86,237 — Fixed income securities: Corporate bonds 103,504 100,342 3,162 — Treasury bonds 33,371 33,371 — — Total $ 226,830 $ 137,431 $ 89,399 $ — Predecessor: As of December 31, 2020 Estimated Fair Value Carrying Quoted Significant Significant Cash and cash equivalents $ 1,727 $ 1,727 $ — $ — Equity securities: United States 78,019 32,387 45,632 — International 32,310 32,310 — — Fixed income securities: Corporate bonds 83,645 82,669 976 — Treasury bonds 26,716 26,716 — — Total $ 222,417 $ 175,809 $ 46,608 $ — Defined Benefit Plans—Cash Flows During the period from January 1, 2021 to February 5, 20201 and the period from February 6, 2021 to December 31, 2021, we made no contributions to our non-US plan. During the period from January 1, 2021 to February 5, 20201 and the period from February 6, 2021 to December 31, 2021, we made contributions of $2.3 million and $5.2 million, respectively, to our US plans. In 2020, we made no contributions to our non-US plan and contributions of $2.0 million to our US plans. In 2019, we made no contributions to our non-US plan and contributions of $1.3 million to our US plans. We expect our aggregate minimum contributions to our non-US and US plans in 2022, subject to applicable law, to be zero and $0.1 million, respectively. We continue to monitor and evaluate funding options based upon market conditions and may increase contributions at our discretion. The following table summarizes our estimated benefit payments at December 31, 2021: Payments by Period Total 2022 2023 2024 2025 2026 Thereafter Estimated benefit payments Non-US plans $ 30,302 $ 2,514 $ 2,616 $ 2,723 $ 2,835 $ 2,951 $ 16,663 US plans 110,107 9,710 10,190 10,397 10,844 11,059 57,907 Total estimated benefit payments $ 140,409 $ 12,224 $ 12,806 $ 13,120 $ 13,679 $ 14,010 $ 74,570 Other Benefit Plans We sponsor a 401(k) Restoration Plan, which is a nonqualified, unfunded employee benefit plan under which specified employees may elect to defer compensation in excess of amounts deferrable under our 401(k) savings plan. The 401(k) Restoration Plan has no assets, and amounts withheld for the 401(k) Restoration Plan are kept by us for general corporate purposes. The investments selected by employees and associated returns are tracked on a phantom basis. Accordingly, we have a liability to the employee for amounts originally withheld plus phantom investment income or less phantom investment losses. We are at risk for phantom investment income and, conversely, benefit should phantom investment losses occur. At December 31, 2021 and 2020, our liability for the 401(k) Restoration Plan was $2.8 million and $7.8 million, respectively, and is included in “Accrued payroll and related costs.” The primary reason for the decrease is due to benefits paid during the calendar year 2021. Subsequent to December 31, 2021, the board has approved the termination of the 401(k) Restoration Plan and distribution of benefits is expected to occur within the next 12 months. In 2005, we enacted a profit sharing plan, the Noble Drilling Services Inc. Profit Sharing Plan, which covers eligible employees, as defined in the plan. Participants in the plan become fully vested in the plan after three years of service. We sponsor other retirement, health and welfare plans and a 401(k) savings plan for the benefit of our employees. On January 1, 2019, the 401(k) savings plan and the profit sharing plan were merged into the Noble Drilling Services Inc. 401(k) and Profit Sharing Plan. Profit sharing contributions are discretionary, require Board of Directors approval and are made in the form of cash. Contributions recorded related to this plan totaled zero, zero, $2.4 million and $2.4 million, respectively, for the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the years end December 31, 2020 and 2019. The cost of maintaining these plans for continuing operations aggregated approximately $29.8 million, $1.6 million, $24.9 million and $28.1 million for the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the years ended December 31, 2020 and 2019, respectively. We do not provide post-retirement benefits (other than pensions) or any post-employment benefits to our employees. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 15— 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: 12/31/2021 (Successor) Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 7,645 $ 7,645 $ — $ — 12/31/2020 (Predecessor) Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 12,326 $ 12,326 $ — $ — Our cash and cash equivalents, and restricted cash, accounts receivable, marketable securities and accounts payable are by their nature short-term. As a result, the carrying values included in our Consolidated Balance Sheets approximate fair value. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16— Commitments and Contingencies Tax matters In June 2021, the IRS completed its limited scope examination in relation to our CARES Act refund claim and did not propose any adjustments to the taxable years ended December 31, 2012, 2013, 2014, 2018 and 2019. In June 2021, the IRS completed its audit of taxable year 2009 in relation to our foreign tax credit refund claim. No other taxable years are currently under audit in the US. We believe that we have accurately reported all amounts in our returns. Audit claims of approximately $618.0 million attributable to income and other business taxes were assessed against Noble entities in Mexico related to tax years 2007, 2009 and 2010, in Australia related to tax years 2013 to 2016, in Guyana related to tax years 2019 and 2020 in Saudi Arabia related to tax years 2015 to 2019 and against Pacific Drilling entities in Nigeria related to tax years 2010 to 2018. 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 consolidated financial statements. We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments. Hurricane Ida Personal Injury Claims We have had 14 employees and third parties that were onboard the Noble Globetrotter II during Hurricane Ida file suit in Texas and Louisiana state district courts against certain of our subsidiaries seeking damages related to physical and emotional harm suffered as a result of the incident. See “Note 6— Property and Equipment” for additional information regarding the incident. We have received letters of representation from a number of other potential plaintiffs, and more suits may be brought with respect to the incident. We are in the early stages of litigation. We intend to defend ourselves vigorously against these claims although there is inherent risk in litigation, and we cannot provide assurance as to the outcome of this lawsuit. We have insurance for such claims with a deductible of $5.0 million. Other contingencies Legacy Noble had entered into agreements with certain of our executive officers, as well as certain other employees. These agreements were effective upon a change of control of Noble (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control and remained effective for three years thereafter. These agreements provided for compensation and certain other benefits under such circumstances. On the Effective Date of our emergence from the Chapter 11 Cases, the Legacy Noble agreements were superseded by new employment agreements. We are a defendant in certain other claims and litigation arising out of operations in the ordinary course of business, including personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims. |
Segment and Related Information
Segment and Related Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Note 17— Segment and Related Information 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. As of December 31, 2021, our contract drilling services segment conducts contract drilling operations in Far East Asia, the Middle East, the North Sea, Oceania, South America and the US Gulf of Mexico. Included in our long-lived assets balance below is our property and equipment and right-of-use assets. We used the geographic location of each drilling rig for our property and equipment or operating lease for our right- of-use assets, as of December 31, 2021 and 2020 for our long-lived asset geographic disclosure shown below. The December 31, 2020 asset amounts shown below have been revised from previously presented amounts, which displayed total assets, to conform to the new presentation. The following table presents revenues and long lived assets by country based on the location of the service provided during the Successor period: Revenues Long-Lived Assets as of Period From February 6, 2021 through December 31, 2021 December 31, 2021 Australia $ 1,954 $ 20,704 Brazil 251 1,702 Canada 10 — Canary Islands — 88,092 Denmark 25,119 18,407 Guyana 244,638 678,852 Indonesia 23,964 — Malaysia — 7,341 Mauritania 29,616 — Mexico 11,022 — Norway 20,351 228,687 Qatar 23,247 20,487 Saudi Arabia 75,676 371 Suriname 62,090 — Timor-Leste 32,257 — Trinidad and Tobago 35,710 19,387 United Arab Emirates — 607 United Kingdom 28,126 53,198 United States 156,294 360,478 Other — 55 Total $ 770,325 $ 1,498,368 The following table presents revenues and identifiable assets by country based on the location of the service provided during the Predecessor period: Revenues Long-Lived Assets as of Period From January 1, 2021 through Year Ended Year Ended February 5, 2021 December 31, 2020 December 31, 2019 December 31, 2020 Australia $ 54 $ 50,434 $ 33,623 $ 20,886 Brazil — — — 4,794 Bulgaria — — 61,525 — Canada — 28,915 46,147 — Denmark — 7,662 31,076 — Egypt — — 49,209 — Gabon — 147 — — Guyana 23,012 222,088 132,414 1,753,914 Malaysia — — 251,497 6,310 Myanmar — 21,084 56,207 — Qatar 2,263 31,024 36,948 18,582 Saudi Arabia 10,745 133,246 154,807 301,121 Suriname 6,029 61,474 17,374 565,327 Trinidad and Tobago 4,995 9,468 — 18,355 United Arab Emirates — — — 18,134 United Kingdom 7,142 180,610 243,063 674,704 United States 23,241 209,401 191,548 223,653 Vietnam — 8,719 — — Other — — — 130 Total $ 77,481 $ 964,272 $ 1,305,438 $ 3,605,910 Significant Customers The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 (1) Royal Dutch Shell plc (“Shell”) 13.3 % 30 % 21.7 % 36.5 % Exxon Mobil Corporation (“ExxonMobil”) 39.1 % 29.8 % 26.6 % 13.7 % Equinor ASA (“Equinor”) 3.1 % 5.2 % 14.3 % 13.1 % Saudi Arabian Oil Company (“Saudi Aramco”) 9.8 % 13.9 % 13.8 % 11.9 % (1) Excluding the Noble Bully II contract buyout, revenues from Shell, ExxonMobil, Equinor and Saudi Aramco accounted for approximately 27.1 percent, 15.7 percent, 15.1 percent and 13.6 percent, respectively, of our consolidated operating revenues for the year ended December 31, 2019. No other customer accounted for more than 10 percent of our consolidated operating revenues in 2021, 2020 or 2019. |
Supplemental Financial Informat
Supplemental Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Supplemental Financial Information | Note 18— Supplemental Financial Information Consolidated Statements of Cash Flows Information Operating cash activities The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Accounts receivable $ 6,245 $ (41,344) $ 50,802 $ 2,057 Other current assets 2,295 17,884 (866) 3,573 Other assets (11,650) 8,521 (2,369) 16,218 Accounts payable 11,429 (16,819) 357 (2,279) Other current liabilities 4,312 11,428 8,582 (4,700) Other liabilities 32,928 (5,846) (10,941) (24,577) Total net change in assets and liabilities $ 45,559 $ (26,176) $ 45,565 $ (9,708) Finco Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Accounts receivable $ 6,245 $ (41,344) $ 19,588 $ 2,057 Other current assets (594) 19,398 7,830 4,046 Other assets (11,618) 8,512 (800) 18,749 Accounts payable 15,822 (14,061) (11,018) (2,182) Other current liabilities 4,125 11,623 16,055 (4,549) Other liabilities 32,700 (5,936) (10,941) (24,577) Total net change in assets and liabilities $ 46,680 $ (21,808) $ 20,714 $ (6,456) 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 December 31, 2021, 2020 and 2019 were $36.5 million, $35.3 million and $36.0 million, respectively. We entered into the $53.6 million 2019 Seller Loan to finance a portion of the purchase price for the Noble Joe Knight in February 2019. See “Note 8— Debt” for additional information. Additional cash flow information is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Cash paid during the period for: Interest, net of amounts capitalized $ 21,150 $ — $ 138,040 $ 289,457 Income taxes paid (refunded), net (1) (8,113) 4,385 (133,708) 8,181 Finco Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Cash paid during the period for: Interest, net of amounts capitalized $ 21,150 $ — $ 138,040 $ 289,457 Income taxes paid (refunded), net (1) (8,113) 4,385 (133,708) 8,181 (1) The net tax refund for the period from February 6, 2021 to December 31, 2021 excludes withholding tax in Guyana of $15.1 million on gross revenue reimbursed by Exxon. Excluding such withholding tax, the net tax refund would be $23.3 million. The net tax refund for the period from January 1, 2021 to February 5, 2021 excludes withholding tax in Guyana of $1.4 million on gross revenue reimbursed by Exxon. Excluding such withholding tax, the net tax payment would be $3.0 million. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19— Subsequent Events Potential Litigation Matters related to the Business Combination Following our announcement of the Business Combination, in the first quarter of 2022, we received one demand letter, and two complaints were filed against us, all challenging the Business Combination. The outcome of these complaints and the demand letter, as well as those that may in the future be received or filed with respect to the Business Combination, is uncertain. We believe that we and our directors and officers acted appropriately in connection with the Business Combination and have valid defenses to the allegations and we intend to defend the lawsuits vigorously. While we do not anticipate a negative outcome with respect to such litigation, we cannot assure you as to the outcome or any material negative effect thereof. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble” or “Successor”), 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 December 31, 2021, our fleet of 20 drilling rigs consisted of 12 floaters and eight 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. On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases and Noble became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down. Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Annual Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to the Effective Date. Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start accounting resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and prior to that date. See “Note 3— Fresh Start Accounting” for additional information. Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a direct, wholly-owned subsidiary of Noble, our parent company, since the Effective Date. Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires. |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and entities in which we hold a controlling financial interest. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits. Cash and cash equivalents are primarily held by major banks or investment firms. Our cash management and investment policies restrict investments to lower risk, highly liquid securities and we perform periodic evaluations of the relative credit standing of the financial institutions with which we conduct business. |
Restricted Cash | Restricted CashWe classify restricted cash balances in current assets if the restriction is expected to expire or otherwise be resolved within one year and in other assets if the restriction is expected to expire or otherwise be resolved in more than one year. |
Accounts Receivable | Accounts ReceivableWe record accounts receivable at the amount we invoice our clients, net of allowance for credit losses. We provide an allowance for uncollectible accounts, as necessary. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, reduced by provisions to recognize economic impairment. Major replacements and improvements are capitalized. When assets are sold, retired or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the accounts and the gain or loss is recognized. Drilling equipment and facilities are depreciated using the straight-line method over their estimated useful lives as of the date placed in service or date of major refurbishment. Estimated useful lives of our drilling equipment range from three two Interest is capitalized on long-term construction project using the weighted average cost of debt outstanding during the period of construction. Scheduled maintenance of equipment is performed based on the number of hours operated in accordance with our preventative maintenance program. Routine repair and maintenance costs are charged to expense as incurred; however, the costs of the overhauls and asset replacement projects that benefit future periods and which typically occur every three We evaluate our property and equipment for impairment whenever there are changes in facts that suggest that the value of the asset is not recoverable. As part of this analysis, we make assumptions and estimates regarding future market conditions. When circumstances indicate that the carrying value of the assets may not be recoverable, management compares the carrying value to the expected undiscounted pre-tax future cash flows for the associated rig for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows are lower than the carrying value, the net capitalized costs are reduced to fair value. An impairment loss is recognized to the extent that an asset's carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model. The expected future cash flows used for impairment assessment and related fair value measurements are typically based on judgmental assessments of, but were not limited to, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, discount rates, capital expenditures, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a |
Fair Value Measurements | Fair Value Measurements We measure certain of our assets and liabilities based on a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three-level hierarchy, from highest to lowest level of observable inputs, are as follows: Level 1 - Valuations based on quoted prices in active markets for identical assets; Level 2 - Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar but not identical instruments; and Level 3 - Valuations based on unobservable inputs. |
Revenue Recognition | Revenue Recognition The activities that primarily drive the revenue earned in our drilling contracts include (i) providing a drilling rig and the crew and supplies necessary to operate the rig, (ii) mobilizing and demobilizing the rig to and from the drill site, and (iii) performing rig preparation activities and/or modifications required for the contract. Consideration received for performing these activities may consist of dayrate drilling revenue, mobilization and demobilization revenue, contract preparation revenue and reimbursement revenue. We account for these integrated services provided within our drilling contracts as a single performance obligation satisfied over time and comprised of a series of distinct time increments in which we provide drilling services. Our standard drilling contracts require that we operate the rig at the direction of the customer throughout the contract term (which is the period we estimate to benefit from the corresponding activities and generally ranges from two The amount estimated for variable consideration may be subject to interrupted or restricted rates and is only included in the transaction price to the extent that it is probable that a significant reversal of previously recognized revenue will not occur throughout the term of the contract (“constrained revenue”). When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue as well as the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Dayrate Drilling Revenue. Our drilling contracts generally provide for payment on a dayrate basis, with higher rates for periods when the drilling unit is operating and lower rates or zero rates for periods when drilling operations are interrupted or restricted. The dayrate invoices billed to the customer are typically determined based on the varying rates applicable to the specific activities performed on an hourly basis. Such dayrate consideration is allocated to the distinct hourly increment it relates to within the contract term, and therefore, recognized in line with the contractual rate billed for the services provided for any given hour. Mobilization/Demobilization Revenue. We may receive fees (on either a fixed lump-sum or variable dayrate basis) for the mobilization and demobilization of our rigs. These activities are not considered to be distinct within the context of the contract and, therefore, the associated revenue is allocated to the overall performance obligation and the associated pre-operating costs are deferred. We record a contract liability for mobilization fees received and a deferred asset for costs. Both revenue and pre-operating costs are recognized ratably over the initial term of the related drilling contract. In most contracts, there is uncertainty as to the amount of expected demobilization revenue due to contractual provisions that stipulate that certain conditions must be present at contract completion for such revenue to be received and as to the amount thereof, if any. For example, contractual provisions may require that a rig demobilize a certain distance before the demobilization revenue is payable or the amount may vary dependent upon whether or not the rig has additional contracted work within a certain distance from the wellsite. Therefore, the estimate for such revenue may be constrained, as described earlier, depending on the facts and circumstances pertaining to the specific contract. We assess the likelihood of receiving such revenue based on past experience and knowledge of the market conditions. In cases where demobilization revenue is expected to be received upon contract completion, it is estimated as part of the overall transaction price at contract inception and recognized in earnings ratably over the initial term of the contract with an offset to an accretive contract asset. Contract Preparation Revenue. Some of our drilling contracts require downtime before the start of the contract to prepare the rig to meet customer requirements. At times, we may be compensated by the customer for such work (on either a fixed lump-sum or variable dayrate basis). These activities are not considered to be distinct within the context of the contract and, therefore, the related revenue is allocated to the overall performance obligation and recognized ratably over the initial term of the related drilling contract. We record a contract liability for contract preparation fees received, which is amortized ratably to contract drilling revenue over the initial term of the related drilling contract. Bonuses, Penalties and Other Variable Consideration. We may receive bonus increases to revenue or penalty decreases to revenue. Based on historical data and ongoing communication with the operator/customer, we are able to reasonably estimate this variable consideration. We will record such estimated variable consideration and re-measure our estimates at each reporting date. For revenue estimated, but not received, we will record to “Prepaid expenses and other current assets” on our Consolidated Balance Sheets. Capital Modification Revenue . From time to time, we may receive fees from our customers for capital improvements to our rigs to meet contractual requirements (on either a fixed lump-sum or variable dayrate basis). Such revenue is allocated to the overall performance obligation and recognized ratably over the initial term of the related drilling contract as these activities are integral to our drilling activities and are not considered to be a stand-alone service provided to the customer within the context of our contracts. We record a contract liability for such fees and recognize them ratably as contract drilling revenue over the initial term of the related drilling contract commencing when the asset is ready for its intended use. Revenues Related to Reimbursable Expenses . We generally receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request in accordance with a drilling contract or other agreement. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is highly dependent on factors outside of our influence. Accordingly, reimbursable revenue is constrained revenue and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. We are generally considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer as “Reimbursables and other” in our Consolidated Statements of Operations. Such amounts are recognized ratably over the period within the contract term during which the corresponding goods and services are to be consumed. Deferred revenues from drilling contracts totaled $27.8 million and $59.9 million at December 31, 2021 and 2020, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled $5.7 million at December 31, 2021 as compared to $13.9 million at December 31, 2020 and are included in either “Prepaid expenses and other current assets,” “Other assets” or “Property and equipment, net” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. We record reimbursements from customers for “out-of-pocket” expenses as revenues and the related direct cost as operating expenses. |
Income Taxes | Income Taxes Income taxes are based on the laws and rates in effect in the countries in which operations are conducted or in which we or our subsidiaries are considered resident for income tax purposes. In certain circumstances, we expect that, due to changing demands of the offshore drilling markets and the ability to redeploy our offshore drilling units, certain of such units will not reside in a location long enough to give rise to future tax consequences. As a result, no deferred tax asset or liability has been recognized in these circumstances. Should our expectations change regarding the length of time an offshore drilling unit will be used in a given location, we will adjust deferred taxes accordingly. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the applicable jurisdictional tax rates at year-end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that the deferred tax asset will not be realized in a future period. We operate through various subsidiaries in numerous countries throughout the world, including the United States. Consequently, we are subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the United States, UK and any other jurisdictions in which we or any of our subsidiaries operate or are resident. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred. If the IRS or other taxing authorities do not agree with our assessment of the effects of such laws, treaties and regulations, this could have a material adverse effect on us including the imposition of a higher effective tax rate on our worldwide earnings or a reclassification of the tax impact of our significant corporate restructuring transactions. The Company has adopted an accounting policy to look through the outside basis of partnerships and all other flow-through entities and exclude these from the computation of deferred taxes. |
Insurance Reserves | Insurance Reserves We maintain various levels of self-insured retention for certain losses including property damage, loss of hire, employment practices liability, employers’ liability and general liability, among others. We accrue for property damage and loss of hire charges on a per event basis. |
Earnings per Share | Earnings per Share Our unvested share-based payment awards, which contain non-forfeitable rights to dividends, are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method allocates undistributed earnings between common shares and participating securities. The diluted earnings per share calculation under the two-class method also includes the dilutive effect of potential shares issued in connection with stock warrants and options. The dilutive effect of stock warrants and options is determined using the treasury stock method. The diluted earnings per share calculation is adjusted for mandatory exercise, under the treasury stock method, if the condition is met at the balance sheet date. At December 31, 2021, the Mandatory Exercise Condition (as defined in the applicable warrant agreement) set forth in the warrant agreements for the Tranche 1 Warrants and the Tranche 2 Warrants was not satisfied. |
Share-Based Compensation Plans and Liability-Classified Awards | Share-Based Compensation Plans We record the grant date fair value of share-based compensation arrangements as compensation cost using a straight-line method over the service period. Share-based compensation is expensed or capitalized based on the nature of the employee’s activities. Liability-Classified Awards |
Litigation Contingencies | Litigation Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss in the notes to the consolidated financial statements. We review the developments in our contingencies that could affect the amount of the provisions that has been previously recorded, and the matters and related possible losses disclosed. We make adjustments to our provisions and changes to our disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgement is required to determine both the probability and the estimated amount. |
Foreign Currency Translation | Foreign Currency Translation Although we are a Cayman Islands company, our functional currency is the US dollar, and we define any non-US dollar denominated currency as “foreign currencies.” In non-US locations where the US Dollar has been designated as the functional currency (based on an evaluation of factors including the markets in which the subsidiary operates, inflation, generation of cash flow, financing activities and intercompany arrangements), local currency transaction gains and losses are included in net income or loss. In non-US locations where the local currency is the functional currency, assets and liabilities are translated at the rates of exchange on the balance sheet date, while statement of operations items are translated at average rates of exchange during the year. The resulting gains or losses arising from the translation of accounts from the functional currency to the US Dollar are included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. We did not recognize any material gains or losses on foreign currency transactions or translations during the three years ended December 31, 2021. |
Discontinued Operations | Discontinued Operations On August 1, 2014, Legacy Noble completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc (“Paragon Offshore”), to the holders of Noble’s ordinary shares. Paragon Offshore, which had been reflected as continuing operations in our consolidated financial statements prior to the Spin-off, meets the criteria for being reported as discontinued operations and has been reclassified as such in our results of operations. |
Accounting Pronouncements | Accounting Pronouncements Accounting Standards Adopted In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, which amends ASC Topic 740, Income Taxes. This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented. We adopted ASU No. 2019-12, effective January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. The Company is planning on early adopting this standard on January 1, 2022 and we do not anticipate this will have a material impact on our financial statements. With the exception of the updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our consolidated financial statements. |
Chapter 11 Emergence (Tables)
Chapter 11 Emergence (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reorganizations [Abstract] | |
Components Of Reorganization Items Net | The following table summarizes the components of reorganization items included in our Consolidated Statements of Operations for the period from January 1, 2021 through February 5, 2021: Predecessor Noble Finco Period From Period From January 1, 2021 January 1, 2021 through through February 5, 2021 February 5, 2021 Professional fees (1) $ (28,739) $ (8,095) Adjustments for estimated allowed litigation claims 77,300 — Write-off of unrecognized share-based compensation (4,406) (4,406) Gain on settlement of liabilities subject to compromise 2,556,147 2,556,147 Loss on fresh start adjustments (2,348,251) (2,348,251) Total Reorganization items, net $ 252,051 $ 195,395 (1) Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Consolidated Statements of Cash Flows for the period from January 1, 2021 through February 5, 2021 for Noble and Finco, respectively. |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reorganizations [Abstract] | |
Schedule of Reconciliation of Enterprise Value and Reorganization Value | The following table reconciles the enterprise value to the Successor equity as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Less: Fair value of debt (393,500) Fair Value of Successor Equity $ 1,018,768 The following table reconciles the enterprise value to the reorganization value as of the Effective Date: February 5, 2021 Enterprise Value $ 1,300,300 Plus: Cash and cash equivalents 111,968 Plus: Non-interest bearing current liabilities 185,410 Plus: Non-interest bearing non-current liabilities 108,268 Reorganization value of Successor assets $ 1,705,946 |
Schedule of Fresh Start Balance Sheet | The following table reflects the reorganization and application of ASC 852 on our consolidated balance sheet as of February 5, 2021: Predecessor Reorganization Adjustments Fresh Start Adjustments Successor ASSETS Current assets Cash and cash equivalents $ 317,962 $ (205,994) (a) $ — $ 111,968 Accounts receivable, net 189,207 — — 189,207 Taxes receivable 32,556 — — 32,556 Prepaid expenses and other current assets 63,056 (20,302) (b) (10,073) (m) 32,681 Total current assets 602,781 (226,296) (10,073) 366,412 Intangible assets — — 113,389 (n) 113,389 Property and equipment, at cost 4,787,661 — (3,631,936) (o) 1,155,725 Accumulated depreciation (1,221,033) — 1,221,033 (o) — Property and equipment, net 3,566,628 — (2,410,903) 1,155,725 Other assets 69,940 10,983 (c) (10,503) (m) 70,420 Total assets $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 89,215 $ (7,266) (d) $ — $ 81,949 Accrued payroll and related costs 35,615 — — 35,615 Taxes payable 34,211 — — 34,211 Other current liabilities 64,943 21,305 (e) (52,613) (m) 33,635 Total current liabilities 223,984 14,039 (52,613) 185,410 Long-term debt — 352,054 (f) 41,446 (p) 393,500 Deferred income taxes 9,303 (17,328) (g) 29,550 (q) 21,525 Other liabilities 108,489 4,659 (h) (26,405) (m) 86,743 Liabilities subject to compromise 4,143,812 (4,143,812) (i) — — Total liabilities 4,485,588 (3,790,388) (8,022) 687,178 Shareholders’ equity (deficit) Common stock (Predecessor) 2,511 (2,511) (j) — — Common stock (Successor) — 1 (k) — 1 Additional paid-in capital (Predecessor) 815,505 (815,505) (j) — — Additional paid-in capital (Successor) — 1,018,767 (k) — 1,018,767 Accumulated deficit (1,006,351) 3,374,323 (l) (2,367,972) (r) — Accumulated other comprehensive loss (57,904) — 57,904 (s) — Total shareholders’ equity (deficit) (246,239) 3,575,075 (2,310,068) 1,018,768 Total liabilities and equity $ 4,239,349 $ (215,313) $ (2,318,090) $ 1,705,946 Reorganization Adjustments (a) Represents the reorganization adjustment to cash and cash equivalents: Proceeds from Rights Offering $ 200,000 Proceeds from the Revolving Credit Facility, net of issuance costs 167,361 Transfer of cash from restricted cash 300 Payment of professional service fees (23,261) Payment of the pre-petition revolving credit facility principal and accrued interest (550,019) Deconsolidation of NHUK (300) Payment of recurring debt fees (75) Change in cash and cash equivalents $ (205,994) (b) Represents the reorganization adjustment for the following: Payment of professional service fees from escrow $ (12,380) Payment of Paragon litigation settlement form escrow (7,700) Transfer of restricted cash to cash (300) Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence 78 Change in prepaid expenses and other current assets $ (20,302) (c) Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million. (d) Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million. (e) Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise. (f) Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility. (g) Represents the write-off of $(17.3) million deferred income taxes as the result of the Company’s internal restructuring. (h) Represents cancellation o f $(0.1) million cash-based compensation plans and the reinstatement of $4.7 million right-of-use lease liabilities. (i) Liabilities subject to compromise settled or reinstated in accordance with the Plan and the resulting gain were determined as follows: 4.900% senior notes due Aug. 2020 $ 62,535 4.625% senior notes due Mar. 2021 79,937 3.950% senior notes due Mar. 2022 21,213 7.750% senior notes due Jan. 2024 397,025 7.950% senior notes due Apr. 2025 450,000 7.875% senior notes due Feb. 2026 750,000 6.200% senior notes due Aug. 2040 393,597 6.050% senior notes due Mar. 2041 395,000 5.250% senior notes due Mar. 2042 483,619 8.950% senior notes due Apr. 2045 400,000 5.958% revolving credit facility maturing Jan. 2023 545,000 Accrued and unpaid interest 110,300 Protection and indemnity insurance liabilities 25,669 Accounts payable and other payables 8,163 Estimated loss on litigation 15,700 Lease liabilities 6,054 Total consolidated liabilities subject to compromise 4,143,812 Issuance of Successor common stock (854,909) Issuance of Successor warrants to certain Predecessor creditors (141,029) Payment of the pre-petition revolving credit facility principal and accrued interest (550,020) Payment of Paragon litigation settlement from escrow (7,700) Reinstatement of Transocean litigation liability (8,000) Reinstatement of protection and indemnity insurance liabilities (11,791) Reinstatement of trade payables and right-of-use lease liabilities (14,216) Gain on settlement of liabilities subject to compromise $ 2,556,147 (j) Represents the cancellation of the Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million. (k) Represents the reorganization adjustments to common stock and additional paid in capital: Par value of 50 million shares of new common stock issued $ 1 Capital in excess of par value of 50 million issued and authorized shares of new common stock issued 875,931 Fair value of new warrants issued 142,836 Total Successor equity issued on the Effective Date $ 1,018,768 (l) Represents the reorganization adjustments to accumulated deficit: Gain on settlement of liabilities subject to compromise $ 2,556,147 Professional fees and success fees (15,017) Write-off of unrecognized share-based compensation (4,406) Reorganization items, net 2,536,724 Cancellation of Predecessor common stock and additional paid-in capital 820,299 Cancellation of Predecessor cash and equity compensation plans 2,183 Issuance of Successor warrants to Predecessor equity holders (1,807) Deconsolidation of NHUK (222) Recognition of recurring debt fees (75) Tax impacts of reorganization 17,221 Net impact to Accumulated Deficit $ 3,374,323 Fresh Start Adjustments (m) Reflects adjustments to capitalized deferred costs, deferred revenue and pension balances due to the application of fresh start accounting as follows: Prepaid expenses and other current assets Other assets Other current liabilities Other liabilities Deferred contract assets and revenues $ (10,073) $ (2,616) $ (52,616) $ (20,320) Write-off of certain financing costs — (6,238) — — Pension assets and obligations — (1,010) 3 (6,085) Fair value adjustments to other assets — (639) — — $ (10,073) $ (10,503) $ (52,613) $ (26,405) (n) Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers. (o) Reflects the fair value adjustment of $2.4 billion to property and equipment of the Predecessor. The following table presents a comparison of the historical and new fair values upon emergence: Historical Value Fair Value Drilling equipment and facilities $ 4,355,384 $ 1,070,931 Construction in progress 231,626 75,159 Other 200,651 9,635 Less: accumulated depreciation (1,221,033) — Property and equipment, at cost $ 3,566,628 $ 1,155,725 (p) Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting. (q) New deferred tax balances of $29.6 million were established for favorable contracts with customers due to application of fresh start accounting. (r) The following table summarizes the cumulative impact of the fresh start adjustments, as discussed above, the elimination of the Predecessor’s accumulated other comprehensive loss, and the adjustments required to eliminate accumulated deficit: Fair value adjustment to Prepaid and other current assets $ (10,073) Fair value adjustment to Intangible assets 113,389 Fair value adjustment to Property and equipment, net (2,410,903) Fair value adjustment to Other assets (10,503) Fair value adjustment to Other current liabilities 52,613 Fair value adjustment to Long-term debt (41,446) Fair value adjustment to Deferred income taxes (9,829) Fair value adjustment to Other liabilities 26,405 Derecognition of Predecessor Accumulated other comprehensive loss (57,904) Total fresh start adjustments included in Reorganization items, net (2,348,251) Tax impact of fresh start adjustments (19,721) Net change in accumulated deficit $ (2,367,972) (s) Reflects $57.9 million for the derecognition of Predecessor Accumulated other comprehensive loss through Reorganization items, net. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values | The following table represents the preliminary allocation of the total purchase price of Pacific Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Consideration: Pacific Drilling membership interests outstanding 2,500 Exchange Ratio 6.366 15,915 Pacific Drilling warrants outstanding 441 Exchange Ratio 1.553 685 Noble Ordinary Shares issued 16,600 Fair value of Noble Ordinary Shares on April 15, 2021 $ 21.55 Total consideration $ 357,662 Assets acquired: Cash and cash equivalents $ 54,970 Accounts receivable 17,457 Taxes receivable 1,585 Prepaid expenses and other current assets 14,081 Total current assets 88,093 Property and equipment, net 346,167 Assets held for sale 30,063 Other assets 457 Total assets acquired 464,780 Liabilities assumed: Accounts payable 18,603 Other current liabilities 2,900 Accrued payroll and related costs 16,128 Taxes payable 1,951 Total current liabilities 39,582 Deferred income taxes 798 Other liabilities 4,433 Total liabilities assumed 44,813 Net assets acquired $ 419,967 Gain on bargain purchase 62,305 Purchase price consideration $ 357,662 |
Schedule of Revenue and Net Income of Acquiree subsequent to the Closing of Merger | The following table represents Pacific Drilling’s revenue and earnings included in Noble’s consolidated statement of operations subsequent to the closing of the Pacific Drilling Merger. Successor Period From February 6, 2021 through December 31, 2021 Revenue $ 94,506 Net loss $ (46,646) |
Schedule of Pro Forma Financial Information | The following unaudited pro forma summary presents the results of operations as if the Pacific Drilling Merger had occurred on February 6, 2021. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any synergy savings that might have been achieved from combining the operations and is not intended to reflect the actual results that would have occurred had the companies actually been combined during the periods presented. Successor Period From February 6, 2021 through December 31, 2021 Revenue $ 792,999 Net income $ 69,966 Net income per share Basic $ 1.05 Diluted $ 0.98 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share for Noble-UK | The following table presents the computation of basic and diluted earnings per share: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Numerator: Basic Net income (loss) from continuing operations $ 101,982 $ 250,228 $ (3,978,459) $ (696,769) Net loss from discontinued operations, net of tax — — — (3,821) Net income (loss) attributable to Noble Corporation $ 101,982 $ 250,228 $ (3,978,459) $ (700,590) Diluted Net income (loss) from continuing operations $ 101,982 $ 250,228 $ (3,978,459) $ (696,769) Net loss from discontinued operations, net of tax — — — (3,821) Net income (loss) attributable to Noble Corporation $ 101,982 $ 250,228 $ (3,978,459) $ (700,590) Denominator: Weighted average shares outstanding — basic 63,186 251,115 250,792 248,949 Dilutive effect of share-based awards 3,180 5,456 — — Dilutive effect of warrants 1,262 — — — Weighted average shares outstanding — diluted 67,628 256,571 250,792 248,949 Income (loss) per share Basic: Income (loss) from continuing operations $ 1.61 $ 1.00 $ (15.86) $ (2.79) Loss from discontinued operations — — — (0.02) Net income (loss) attributable to Noble Corporation $ 1.61 $ 1.00 $ (15.86) $ (2.81) Diluted: Income (loss) from continuing operations $ 1.51 $ 0.98 $ (15.86) $ (2.79) Loss from discontinued operations — — — (0.02) Net income (loss) attributable to Noble Corporation $ 1.51 $ 0.98 $ (15.86) $ (2.81) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. The following table displays the share-based instruments that have been excluded from diluted income or loss per share since the effect would have been anti-dilutive: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Share-based awards — 556 6,082 11,892 Warrants (1) 11,097 — — — (1) Represents the total number of warrants outstanding which did not have a dilutive effect. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment, at cost, for Noble consisted of the following: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Drilling equipment and facilities $ 1,467,772 $ 4,476,960 Construction in progress 77,363 99,812 Other 10,840 200,925 Property and equipment, at cost $ 1,555,975 $ 4,777,697 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Successor Predecessor December 31, 2021 December 31, 2020 (1) Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Senior secured notes 11.000% Senior Notes due February 2028 $ 216,000 $ 236,792 $ — $ — Senior unsecured notes 4.900% Senior Notes due August 2020 $ — $ — $ 62,535 $ 1,366 4.625% Senior Notes due March 2021 — — 79,936 1,596 3.950% Senior Notes due March 2022 — — 21,213 354 7.750% Senior Notes due January 2024 — — 397,025 7,925 7.950% Senior Notes due April 2025 — — 450,000 8,348 7.875% Senior Notes due February 2026 — — 750,000 301,935 6.200% Senior Notes due August 2040 — — 393,596 7,966 6.050% Senior Notes due March 2041 — — 395,002 7,327 5.250% Senior Notes due March 2042 — — 483,619 9,701 8.950% Senior Notes due April 2045 — — 400,000 7,420 Credit facility: Senior Secured Revolving Credit Facility matures July 2025 — — — — 2017 Credit Facility due to mature January 2023 — — 545,000 545,000 Total debt 216,000 236,792 3,977,926 898,938 Less: Current maturities of long-term debt — — — — Long-term debt $ 216,000 $ 236,792 $ — $ — (1) Includes write-off of applicable deferred financing cost and discounts of $45.5 million. See “Note 2— Chapter 11 Emergence” for additional information. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Performance-Vested Restricted Stock Awards, Validation Assumptions | The assumptions used to value the PVRSUs include historical volatility and risk-free interest rates over a time period commensurate with the remaining term prior to vesting, as follows for the respective grant dates: February 19, 2021 October 1, 2021 December 1, 2021 Valuation assumptions: Expected volatility 50.0 % 92.2 % 95.1 % Expected dividend yield — % — % — % Risk-free interest rate 0.19 % 0.33 % 0.58 % 2020 2019 Valuation assumptions: Expected volatility 69.8 % 59.6 % Expected dividend yield — % — % Risk-free interest rate 1.40 % 2.50 % |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of the RSUs awarded for the period from February 6, 2021 through December 31, 2021 is as follows: 2021 Equity-classified TVRSU Units awarded 1,735,843 Weighted-average share price at award date $ 16.68 Weighted-average vesting period (years) 2.94 Liability-classified TVRSU Units awarded 52,364 Weighted-average share price at award date $ 16.76 Weighted-average vesting period (years) 2.81 PVRSU Units awarded 1,457,842 Weighted-average share price at award date $ 16.74 Three-year performance period ended December 31 2023 Weighted-average award date fair value $ 20.82 A summary of the status of non-vested RSUs at December 31, 2021 and changes for the period from February 6, 2021 through December 31, 2021 is presented below: Equity-Classified TVRSUs Weighted PVRSUs Outstanding (1) Weighted Non-vested RSUs at February 5, 2021 (Successor) — $ — — $ — Awarded 1,735,843 16.68 1,457,842 20.82 Vested — — — — Forfeited (66,081) 16.44 — — Non-vested RSUs at December 31, 2021 (Successor) 1,669,762 $ 16.69 1,457,842 $ 20.82 (1) For awards granted during 2021, the number of PVRSUs shown equals the shares that would vest if the “target” level of performance is achieved. The minimum number of units is zero and the “maximum” level of performance is 200 percent of the amounts shown. A summary of the RSUs awarded for each of the years ended 2020 and 2019 is as follows: 2020 2019 TVRSU Units awarded 5,559,678 4,639,119 Weighted-average share price at award date $ 0.82 $ 3.02 Weighted-average vesting period (years) 3.0 3.0 PVRSU Units awarded 2,696,774 1,623,399 Weighted-average share price at award date $ 0.91 $ 3.13 Three-year performance period ended December 31 2022 2021 Weighted-average award date fair value $ 1.14 $ 3.61 A summary of the status of non-vested RSUs at February 5, 2021 and changes during the period from January 1 through February 5, 2021 is presented below: TVRSUs Weighted PVRSUs Outstanding (1) Weighted Non-vested RSUs at January 1, 2021 (Predecessor) 2,362,500 $ 3.43 3,163,113 $ 3.22 Awarded — — — — Vested (61,050) 5.46 — — Forfeited or cancelled (2,301,450) 3.37 (3,163,113) 3.22 Non-vested RSUs at February 5, 2021 (Predecessor) — $ — — $ — (1) For awards granted prior to 2019, the number of PVRSUs shown equals the shares that would vest if the “maximum” level of performance was achieved. The minimum number of shares was zero and the “target” level of performance was 50 percent of the amounts shown. For awards granted during 2020 and 2019, the number of PVRSUs shown equals the shares that would vest if the “target” level of performance was achieved. The minimum number of shares was zero and the “maximum” level of performance was 200 percent of the amounts shown. |
Share-based Payment Arrangement, Option, Activity | A summary of the status of stock options granted under the 1991 Plan and the changes during the period ended on February 5, 2021, December 31, 2020 and December 31, 2019 are presented below: February 5, 2021 December 31, 2020 December 31, 2019 Number of Weighted Number of Weighted Number of Weighted Outstanding at beginning of period 556,155 $ 30.39 708,400 $ 30.90 1,103,242 $ 28.74 Expired or cancelled (556,155) 30.39 (152,245) 32.78 (394,842) 24.85 Outstanding at end of period — — 556,155 30.39 708,400 30.90 Exercisable at end of period — $ — 556,155 $ 30.39 708,400 $ 30.90 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Changes in AOCI by Component | The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” during the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the year ended December 31, 2020. All amounts within the tables are shown net of tax. Defined Benefit Pension Items (1) Foreign Currency Items Total Balance at 12/31/2019 (Predecessor) $ (40,635) $ (17,754) $ (58,389) Activity during period: Other comprehensive loss before reclassifications — (521) (521) Amounts reclassified from AOCI 898 — 898 Net other comprehensive loss 898 (521) 377 Balance at 12/31/2020 (Predecessor) $ (39,737) $ (18,275) $ (58,012) Activity during period: Other comprehensive income before reclassifications — (116) (116) Amounts reclassified from AOCI 224 — 224 Net other comprehensive income (loss) 224 (116) 108 Cancellation of Predecessor equity 39,513 18,391 57,904 Balance at Balance at 2/5/2021 (Predecessor) $ — $ — $ — Balance at Balance at 2/6/2021 (Successor) $ — $ — $ — Activity during period: Other comprehensive income before reclassifications — — — Amounts reclassified to AOCI 5,389 — 5,389 Net other comprehensive income 5,389 — 5,389 Balance at December 31, 2021 $ 5,389 $ — $ 5,389 (1) Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Consolidated Statements of Operations through “Other income (expense).” See “Note 14— Employee Benefit Plans” for additional information. |
Revenue and Customers (Tables)
Revenue and Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about contract assets and contract liabilities from contracts with customers: Successor Predecessor December 31, 2021 December 31, 2020 Current contract assets $ 5,744 $ 10,687 Noncurrent contract assets — 3,174 Total contract assets 5,744 13,861 Current contract liabilities (deferred revenue) (18,403) (34,990) Noncurrent contract liabilities (deferred revenue) (9,352) (24,896) Total contract liabilities $ (27,755) $ (59,886) Significant changes in the remaining performance obligation contract assets and the contract liabilities balances during the period from February 6, 2021 to December 31, 2021, the period from January 1 through February 5, 2021 and the year ended December 31, 2020. are as follows: Contract Assets Contract Liabilities Net balance at December 31, 2019 (Predecessor) $ 30,800 $ (65,055) Amortization of deferred costs (27,043) — Additions to deferred costs 10,104 — Amortization of deferred revenue — 57,915 Additions to deferred revenue — (52,746) Total (16,939) 5,169 Net balance at December 31, 2020 (Predecessor) $ 13,861 $ (59,886) Amortization of deferred costs (1,607) — Additions to deferred costs 432 — Amortization of deferred revenue — 4,142 Additions to deferred revenue — (25,479) Fresh start accounting revaluation (12,686) 72,936 Total (13,861) 51,599 Net balance at 2/5/21 (Predecessor) $ — $ (8,287) Net balance at 2/6/21 (Successor) $ — $ (8,287) Amortization of deferred costs (3,908) — Additions to deferred costs 9,652 — Amortization of deferred revenue — 13,729 Additions to deferred revenue — (33,197) Total 5,744 (19,468) Net balance at 12/31/2021 (Successor) $ 5,744 $ (27,755) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, at the end of the reporting period: Year Ending December 31, 2022 2023 2024 2025 2026 and beyond Total Floaters $ 11,930 $ 9,323 $ 29 $ — $ — $ 21,282 Jackups 6,473 — — — — 6,473 Total $ 18,403 $ 9,323 $ 29 $ — $ — $ 27,755 |
Disaggregation of revenue by rig types | The following table provides information about contract drilling revenue by rig types: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Floaters $ 482,283 $ 50,057 $ 491,407 $ 727,177 Jackups 225,848 23,994 417,829 518,881 Total $ 708,131 $ 74,051 $ 909,236 $ 1,246,058 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Supplemental Financial Information and Lease Cost | Supplemental balance sheet information related to leases was as follows: Successor Predecessor December 31, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ 17,066 $ 26,648 Current operating lease liabilities 3,923 1,942 Long-term operating lease liabilities (1) 13,166 4,969 Weighted average remaining lease term for operating leases (years) 6.25 7.8 Weighted average discounted rate for operating leases 9.5 % 11.1 % (1) $21.0 million of lease liabilities were classified as “Liabilities subject to compromise” on our Consolidated Balance Sheet at December 31, 2020. The components of lease cost were as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Operating lease cost $ 4,803 $ 365 $ 9,065 Short-term lease cost 634 (124) 2,893 Variable lease cost 412 (605) 1,265 Total lease cost $ 5,849 $ (364) $ 13,223 Supplemental cash flow information related to leases was as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Operating cash flows used for operating leases $ 5,568 $ 979 $ 9,614 Right-of-use assets obtained in exchange for a lease liability 9,647 — 1,217 |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows: Operating Leases 2022 $ 5,245 2023 4,375 2024 4,252 2025 2,881 2026 2,523 Thereafter 4,332 Total lease payments 23,608 Less: Interest (6,372) Present value of lease liability $ 17,236 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Net Deferred Taxes | The components of the net deferred taxes are as follows: Successor Predecessor 2021 2020 Deferred tax assets United States Net operating loss carry forwards $ 3,485 $ 79,047 Disallowed interest deduction carryforwards — 62,337 Deferred pension plan amounts 3,427 10,568 Accrued expenses not currently deductible 5,780 5,625 Other 121 3,178 Non-United States Net operating loss carry forwards 1,013,281 47,187 Transition attribute 888,962 — Tax credits carryover 23,849 — Disallowed interest deduction carryforwards 13,625 13,625 Deferred pension plan amounts — 558 Accrued expenses not currently deductible 170 — Deferred tax assets 1,952,700 222,125 Less: valuation allowance (1,899,092) (191,835) Net deferred tax assets $ 53,608 $ 30,290 Deferred tax liabilities United States Excess of net book basis over remaining tax basis $ — $ (30,349) Contract asset (10,067) — Deferred revenue (3,438) — Other (1,116) (1,796) Non-United States Excess of net book basis over remaining tax basis (690) (5,474) Contract asset (4,173) — Other (1,912) (1,272) Deferred tax liabilities (21,396) (38,891) Net deferred tax assets (liabilities) $ 32,212 $ (8,601) |
Income (Loss) from Continuing Operations Before Income Taxes | Loss from continuing operations before income taxes consists of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 United States $ (47,686) $ 1,878,637 $ (2,150,591) $ (65,062) Non-United States 150,033 (1,624,986) (2,088,271) (844,022) Total $ 102,347 $ 253,651 $ (4,238,862) $ (909,084) |
Income Tax Provision for Continuing Operations | The income tax provision (benefit) for continuing operations consists of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Current- United States $ (33,323) $ — $ (257,552) $ (34,726) Current- Non-United States 67,952 922 23,474 14,011 Deferred- United States (7,460) (4,689) (57,514) (5,307) Deferred- Non-United States (26,804) 7,190 31,189 (12,518) Total $ 365 $ 3,423 $ (260,403) $ (38,540) |
Reconciliation of Reserve for Uncertain Tax Positions, Excluding Interest and Penalties | The following is a reconciliation of our reserve for uncertain tax positions, excluding interest and penalties. Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Gross balance at beginning of period $ 37,156 $ 37,721 $ 130,837 $ 161,256 Additions based on tax positions related to current year 26,463 1,347 20,266 934 Additions for tax positions of prior years 21,465 — 206 224 Reductions for tax positions of prior years (12,331) (5) (109,330) (28,542) Expiration of statutes (9,310) (1,907) (4,258) (1,629) Tax settlements — — — (1,406) Gross balance at end of period 63,443 37,156 37,721 130,837 Related tax benefits (384) (384) (384) (400) Net reserve at end of period $ 63,059 $ 36,772 $ 37,337 $ 130,437 |
Summary of Liabilities Related to Reserve for Uncertain Tax Positions | The liabilities related to our reserve for uncertain tax positions are comprised of the following: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, 2021 February 5, 2021 December 31, 2020 Reserve for uncertain tax positions, excluding interest and penalties $ 63,059 $ 36,772 $ 37,337 Interest and penalties included in “Other liabilities” 11,930 5,273 5,164 Reserve for uncertain tax positions, including interest and penalties $ 74,989 $ 42,045 $ 42,501 |
Schedule of Effective Tax Rate Reconciliation | Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Effect of: Tax rates which are different than the Cayman Islands (Successor) and UK (Predecessor) rates 22.6 % 0.5 % 0.4 % 4.3 % Tax impact of asset impairment and disposition — % — % 4.5 % 0.3 % Tax impact of restructuring — % 1.0 % 2.1 % (4.1) % Tax impact of the tax regulation change — % — % 0.9 % — % Tax impact of valuation allowance (25.2) % — % (4.3) % 0.5 % Resolution of (reserve for) tax authority audits 2.9 % (0.2) % 2.5 % 3.2 % Total 0.3 % 1.3 % 6.1 % 4.2 % |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Reconciliation of Changes in Projected Benefit Obligations for our Non - U.S. and U.S. Plans | A reconciliation of the changes in projected benefit obligations (“PBO”) for our non-US and US plans is as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Benefit obligation at beginning of period $ 63,729 $ 256,417 $ 67,943 $ 266,090 $ 62,485 $ 240,249 Interest cost 1,228 5,993 97 615 1,877 7,567 Actuarial loss (gain) 1,548 (6,465) (4,366) (6,491) 7,190 28,266 Plan amendments — — — — 104 — Benefits paid (2,456) (7,199) (138) (1,515) (2,261) (8,024) Settlements and curtailments — (5,208) — (2,282) (3,751) (1,968) Foreign exchange rate changes (983) — 193 — 2,299 — Benefit obligation at end of period $ 63,066 $ 243,538 $ 63,729 $ 256,417 $ 67,943 $ 266,090 |
Reconciliation of Changes in Fair Value of Plan Assets | A reconciliation of the changes in fair value of plan assets is as follows: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Fair value of plan assets at beginning of period $ 79,146 $ 221,743 $ 83,808 $ 222,417 $ 76,429 $ 194,160 Actual return on plan assets 2,998 12,254 (4,763) 838 8,741 36,247 Employer contributions — 5,240 — 2,285 — 2,002 Benefits paid (2,456) (7,199) (138) (1,515) (2,261) (8,024) Settlement and curtailment — (5,208) — (2,282) (3,751) (1,968) Foreign exchange rate changes (1,223) — 239 — 4,650 — Fair value of plan assets at end of period $ 78,465 $ 226,830 $ 79,146 $ 221,743 $ 83,808 $ 222,417 |
Funded Status of Plans | The funded status of the plans is as follows: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Non-US US Non-US US Funded status $ 15,399 $ (16,708) $ 15,865 $ (43,673) |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the Consolidated Balance Sheets consist of: Successor Predecessor Year Ended December 31, Year Ended December 31, 2021 2020 Non-US US Non-US US Other assets (noncurrent) $ 15,399 $ 971 $ 15,865 $ — Other liabilities (current) — (67) — (8,169) Other liabilities (noncurrent) — (17,612) — (35,504) Net amount recognized $ 15,399 $ (16,708) $ 15,865 $ (43,673) |
Amounts Recognized in Accumulated Other Comprehensive Loss | Amounts recognized in AOCI consist of: Successor Predecessor As of December 31, 2021 As of December 31, 2020 Non-US US Non-US US Net actuarial (gain) loss $ (369) $ (6,496) $ 3,108 $ 47,094 Deferred income tax asset (liability) 112 1,364 (558) (9,890) Accumulated other comprehensive income (loss) $ (257) $ (5,132) $ 2,550 $ 37,204 |
Pension Costs | Pension costs include the following components: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 2019 Non-US US Non-US US Non-US US Non-US US Service cost $ — $ — $ — $ — $ — $ — $ — $ — Interest cost 1,228 5,993 97 615 1,877 7,567 1,814 8,711 Return on plan assets (845) (11,648) (85) (1,239) (1,649) (11,676) (2,471) (10,313) Amortization of prior service cost — — 1 — 10 — 10 — Recognized net actuarial loss — — — 281 — 2,866 — 2,771 Settlement and curtailment gains — (575) — 301 9 154 — (37) Net pension benefit cost (gain) $ 383 $ (6,230) $ 13 $ (42) $ 247 $ (1,089) $ (647) $ 1,132 |
Disaggregated Plan Information | Disaggregated information regarding our non-US and US plans is summarized below: Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Projected benefit obligation $ 63,066 $ 243,538 $ 67,943 $ 266,090 Accumulated benefit obligation 63,066 243,538 67,943 266,090 Fair value of plan assets 78,465 226,830 83,808 222,417 |
Plans in which PBO Exceeded Fair Value | The following table provides information related to those plans in which the PBO exceeded the fair value of the plan assets at December 31, 2021 and 2020. The PBO is the actuarially computed present value of earned benefits based on service to date and includes the estimated effect of any future salary increases. Employees and alternate payees have no longer accrued future benefits under the plans since December 31, 2017. Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Projected benefit obligation $ — $ 207,059 $ — $ 266,090 Fair value of plan assets — 189,382 — 222,417 |
Plans in which Accumulated Benefit Obligation Exceeded Fair Value of Plan Assets | The following table provides information related to those plans in which the accumulated benefit obligation (“ABO”) exceeded the fair value of plan assets at December 31, 2021 and 2020. The ABO is the actuarially computed present value of earned benefits based on service to date, but differs from the PBO in that it is based on current salary levels. Employees and alternate payees have no longer accrued future benefits under the plans since December 31, 2016. Successor Predecessor Years Ended December 31, Years Ended December 31, 2021 2020 Non-US US Non-US US Accumulated benefit obligation $ — $ 207,059 $ — $ 266,090 Fair value of plan assets — 189,382 — 222,417 |
Defined Benefit Plans Key Assumptions | The key assumptions for the plans are summarized below: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended December 31, December 31, 2021 February 5, 2021 2020 Non-US US Non-US US Non-US US Weighted-average assumptions used to determine benefit obligations: Discount Rate 1.80% 2.63% -2.89% 1.80% 1.92% - 2.77% 1.40% 1.82% - 2.60% Rate of compensation increase N/A N/A N/A N/A N/A N/A Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Years Ended December 31, December 31, 2021 February 5, 2021 2020 2019 Non-US Non-US Non-US Non-US Weighted-average assumptions used to determine periodic benefit cost: Discount Rate 1.80% 1.80% 2.10% 2.90% Expected long-term return on assets 1.20% 1.20% 2.90% 3.70% Rate of compensation increase N/A N/A N/A N/A Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Years Ended December 31, December 31, 2021 February 5, 2021 2020 2019 US US US US Weighted-average assumptions used to determine periodic benefit cost: Discount Rate 1.92% - 2.77% 1.82% - 2.60% 2.56% - 3.32% 3.65% - 4.29% Expected long-term return on assets 5.00% - 5.80% 5.10% - 6.10% 5.40% -6.30% 5.40% -6.50% Rate of compensation increase N/A N/A N/A N/A |
Actual Fair Values of Defined Benefit Plans | The actual fair values of the non-US plan are as follows: Successor: As of December 31, 2021 Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 938 $ 938 $ — $ — Equity securities: International companies 10,546 10,546 — — Fixed income securities: Corporate bonds 66,981 66,981 — — Total $ 78,465 $ 78,465 $ — $ — Predecessor: As of December 31, 2020 Estimated Fair Value Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents $ 5,405 $ 5,405 $ — $ — Equity securities: International companies 4,179 4,179 — — Fixed income securities: Corporate bonds 72,407 72,407 — — Other 1,817 1,817 — — Total $ 83,808 $ 83,808 $ — $ — The actual fair values of US plan assets are as follows: Successor: As of December 31, 2021 Estimated Fair Value Carrying Quoted Significant Significant Cash and cash equivalents $ 3,718 $ 3,718 $ — $ — Equity securities: United States 86,237 — 86,237 — Fixed income securities: Corporate bonds 103,504 100,342 3,162 — Treasury bonds 33,371 33,371 — — Total $ 226,830 $ 137,431 $ 89,399 $ — Predecessor: As of December 31, 2020 Estimated Fair Value Carrying Quoted Significant Significant Cash and cash equivalents $ 1,727 $ 1,727 $ — $ — Equity securities: United States 78,019 32,387 45,632 — International 32,310 32,310 — — Fixed income securities: Corporate bonds 83,645 82,669 976 — Treasury bonds 26,716 26,716 — — Total $ 222,417 $ 175,809 $ 46,608 $ — |
Estimated Benefit Payments | The following table summarizes our estimated benefit payments at December 31, 2021: Payments by Period Total 2022 2023 2024 2025 2026 Thereafter Estimated benefit payments Non-US plans $ 30,302 $ 2,514 $ 2,616 $ 2,723 $ 2,835 $ 2,951 $ 16,663 US plans 110,107 9,710 10,190 10,397 10,844 11,059 57,907 Total estimated benefit payments $ 140,409 $ 12,224 $ 12,806 $ 13,120 $ 13,679 $ 14,010 $ 74,570 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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: 12/31/2021 (Successor) Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 7,645 $ 7,645 $ — $ — 12/31/2020 (Predecessor) Estimated Fair Value Measurements Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Unobservable Inputs Assets - Marketable securities $ 12,326 $ 12,326 $ — $ — |
Segment and Related Informati_2
Segment and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Revenues and Identifiable Assets by Country Based on the Location of the Service Provided | The following table presents revenues and long lived assets by country based on the location of the service provided during the Successor period: Revenues Long-Lived Assets as of Period From February 6, 2021 through December 31, 2021 December 31, 2021 Australia $ 1,954 $ 20,704 Brazil 251 1,702 Canada 10 — Canary Islands — 88,092 Denmark 25,119 18,407 Guyana 244,638 678,852 Indonesia 23,964 — Malaysia — 7,341 Mauritania 29,616 — Mexico 11,022 — Norway 20,351 228,687 Qatar 23,247 20,487 Saudi Arabia 75,676 371 Suriname 62,090 — Timor-Leste 32,257 — Trinidad and Tobago 35,710 19,387 United Arab Emirates — 607 United Kingdom 28,126 53,198 United States 156,294 360,478 Other — 55 Total $ 770,325 $ 1,498,368 The following table presents revenues and identifiable assets by country based on the location of the service provided during the Predecessor period: Revenues Long-Lived Assets as of Period From January 1, 2021 through Year Ended Year Ended February 5, 2021 December 31, 2020 December 31, 2019 December 31, 2020 Australia $ 54 $ 50,434 $ 33,623 $ 20,886 Brazil — — — 4,794 Bulgaria — — 61,525 — Canada — 28,915 46,147 — Denmark — 7,662 31,076 — Egypt — — 49,209 — Gabon — 147 — — Guyana 23,012 222,088 132,414 1,753,914 Malaysia — — 251,497 6,310 Myanmar — 21,084 56,207 — Qatar 2,263 31,024 36,948 18,582 Saudi Arabia 10,745 133,246 154,807 301,121 Suriname 6,029 61,474 17,374 565,327 Trinidad and Tobago 4,995 9,468 — 18,355 United Arab Emirates — — — 18,134 United Kingdom 7,142 180,610 243,063 674,704 United States 23,241 209,401 191,548 223,653 Vietnam — 8,719 — — Other — — — 130 Total $ 77,481 $ 964,272 $ 1,305,438 $ 3,605,910 |
Schedules of Significant Customers | The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 through through Year Ended Year Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 (1) Royal Dutch Shell plc (“Shell”) 13.3 % 30 % 21.7 % 36.5 % Exxon Mobil Corporation (“ExxonMobil”) 39.1 % 29.8 % 26.6 % 13.7 % Equinor ASA (“Equinor”) 3.1 % 5.2 % 14.3 % 13.1 % Saudi Arabian Oil Company (“Saudi Aramco”) 9.8 % 13.9 % 13.8 % 11.9 % (1) Excluding the Noble Bully II contract buyout, revenues from Shell, ExxonMobil, Equinor and Saudi Aramco accounted for approximately 27.1 percent, 15.7 percent, 15.1 percent and 13.6 percent, respectively, of our consolidated operating revenues for the year ended December 31, 2019. |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Financial Information [Abstract] | |
Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities | The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Accounts receivable $ 6,245 $ (41,344) $ 50,802 $ 2,057 Other current assets 2,295 17,884 (866) 3,573 Other assets (11,650) 8,521 (2,369) 16,218 Accounts payable 11,429 (16,819) 357 (2,279) Other current liabilities 4,312 11,428 8,582 (4,700) Other liabilities 32,928 (5,846) (10,941) (24,577) Total net change in assets and liabilities $ 45,559 $ (26,176) $ 45,565 $ (9,708) Finco Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Accounts receivable $ 6,245 $ (41,344) $ 19,588 $ 2,057 Other current assets (594) 19,398 7,830 4,046 Other assets (11,618) 8,512 (800) 18,749 Accounts payable 15,822 (14,061) (11,018) (2,182) Other current liabilities 4,125 11,623 16,055 (4,549) Other liabilities 32,700 (5,936) (10,941) (24,577) Total net change in assets and liabilities $ 46,680 $ (21,808) $ 20,714 $ (6,456) |
Additional Cash Flow Information | Additional cash flow information is as follows: Noble Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Cash paid during the period for: Interest, net of amounts capitalized $ 21,150 $ — $ 138,040 $ 289,457 Income taxes paid (refunded), net (1) (8,113) 4,385 (133,708) 8,181 Finco Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Year through through Ended Ended December 31, 2021 February 5, 2021 December 31, 2020 December 31, 2019 Cash paid during the period for: Interest, net of amounts capitalized $ 21,150 $ — $ 138,040 $ 289,457 Income taxes paid (refunded), net (1) (8,113) 4,385 (133,708) 8,181 (1) The net tax refund for the period from February 6, 2021 to December 31, 2021 excludes withholding tax in Guyana of $15.1 million on gross revenue reimbursed by Exxon. Excluding such withholding tax, the net tax refund would be $23.3 million. The net tax refund for the period from January 1, 2021 to February 5, 2021 excludes withholding tax in Guyana of $1.4 million on gross revenue reimbursed by Exxon. Excluding such withholding tax, the net tax payment would be $3.0 million. |
Organization and Significant _3
Organization and Significant Accounting Policies (Details) | Sep. 24, 2020sUBSIDIARY | Feb. 05, 2021USD ($) | Dec. 31, 2021USD ($)jackupfloaterrig | Dec. 31, 2021USD ($)jackupfloatersegmentrig | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Number of drilling rigs (vessel) | rig | 20 | 20 | ||||
Number of floaters (vessel) | floater | 12 | 12 | ||||
Number of jackups (vessel) | jackup | 8 | 8 | ||||
Number of reportable segments | segment | 1 | |||||
Number of additional subsidiaries filed bankruptcy | sUBSIDIARY | 6 | |||||
Restricted cash | $ 2,600,000 | $ 2,600,000 | $ 21,700,000 | |||
Allowance for credit losses | 0 | 0 | 1,100,000 | |||
Capital accruals | $ 36,500,000 | 35,300,000 | ||||
Period for incurring maintenance costs, minimum | 3 years | |||||
Period for incurring maintenance costs, maximum | 5 years | |||||
Deferred revenues | $ 8,287,000 | 27,755,000 | $ 27,755,000 | 59,886,000 | $ 65,055,000 | |
Deferred expenses under drilling contracts | 5,700,000 | 5,700,000 | 13,900,000 | |||
Loss reserves for personal injury and protection claims | 14,800,000 | 14,800,000 | 30,900,000 | |||
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | 3,821,000 | ||
Noble Finance Company | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Restricted cash | 2,600,000 | $ 2,600,000 | 1,700,000 | |||
Net loss from discontinued operations, net of tax | $ 0 | $ 0 | $ 0 | $ 3,821,000 | ||
Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Standard drilling contracts, term | 2 months | |||||
Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Standard drilling contracts, term | 60 months | |||||
Drilling Equipment | Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Maximum useful life of property plant and equipment | 3 years | |||||
Drilling Equipment | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Maximum useful life of property plant and equipment | 30 years | |||||
Other | Minimum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Maximum useful life of property plant and equipment | 2 years | |||||
Other | Maximum | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Maximum useful life of property plant and equipment | 40 years |
Chapter 11 Emergence - Addition
Chapter 11 Emergence - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | Feb. 05, 2021USD ($)member$ / sharesshares | Dec. 31, 2021$ / shares | Feb. 18, 2021shares | Dec. 31, 2020$ / shares |
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of the Successor's board of directors members | member | 5 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00001 | $ 0.01 | ||
Plan of reorganization, Management Incentive Plan, number of shares authorized and reserved | 7.7 | |||
2021 Noble Incentive Plan | ||||
Debt Instrument [Line Items] | ||||
Total number of shares issuable under incentive plan (in shares) | 7.7 | |||
11.000% Senior Notes due February 2028 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ | $ 216 | |||
Exit Credit Agreement | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debtor-in-possession financing, amount arranged | $ | 675 | |||
Exit Credit Agreement | Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Debtor-in-possession financing, amount arranged | $ | $ 67.5 | |||
Holders of Guaranteed Notes | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 31.7 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.00001 | |||
Holders of Legacy Notes | Tranche 1 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 8.3 | |||
Plan of reorganization, warrants term | 7 years | |||
Exercise price of warrants (in USD per share) | $ / shares | $ 19.27 | |||
Holders of Legacy Notes | Tranche 2 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 8.3 | |||
Plan of reorganization, warrants term | 7 years | |||
Exercise price of warrants (in USD per share) | $ / shares | $ 23.13 | |||
Holders of Legacy Notes | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares transferred | 2.1 | |||
Participants in the Rights Offering | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 7.7 | |||
Plan of reorganization, shares issued, subscription price | $ | $ 200 | |||
Backstop Parties as Holdback Securities | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 5.6 | |||
Backstop Parties, Unsubscribed Securities | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 1.7 | |||
Backstop Parties, Backstop Premiums Payment | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares issued | 1.2 | |||
Holders of Legacy Noble's Ordinary Shares | Tranche 3 Warrants | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, warrants term | 5 years | |||
Exercise price of warrants (in USD per share) | $ / shares | $ 124.40 | |||
Plan of reorganization, number of shares issued | 2.8 | |||
Backstop Parties | Penny Warrants | ||||
Debt Instrument [Line Items] | ||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.01 | |||
Number of securities called by warrants (in shares) | 6.5 | |||
Backstop Parties | Ordinary Shares Of Noble (New Shares) | ||||
Debt Instrument [Line Items] | ||||
Plan of reorganization, number of shares exchanged | 6.5 |
Chapter 11 Emergence - Componen
Chapter 11 Emergence - Components of Reorganization Items , Net (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Professional fees | $ (28,739) | ||||
Adjustments for estimated allowed litigation claims | 77,300 | ||||
Write-off of unrecognized share-based compensation | (4,406) | ||||
Gain on settlement of liabilities subject to compromise | $ 2,556,147 | 2,556,147 | |||
Loss on fresh start adjustments | (2,348,251) | ||||
Total Reorganization items, net | 252,051 | $ 0 | $ (23,930) | $ 0 | |
Reorganization items, payments related to professional fees | 44,200 | ||||
Noble Finance Company | |||||
Debt Instrument [Line Items] | |||||
Professional fees | (8,095) | ||||
Adjustments for estimated allowed litigation claims | 0 | ||||
Write-off of unrecognized share-based compensation | (4,406) | ||||
Gain on settlement of liabilities subject to compromise | 2,556,147 | ||||
Loss on fresh start adjustments | (2,348,251) | ||||
Total Reorganization items, net | 195,395 | $ 0 | $ (50,778) | $ 0 | |
Reorganization items, payments related to professional fees | $ 7,200 |
Fresh Start Accounting - Additi
Fresh Start Accounting - Additional Information (Details) $ in Thousands | Feb. 05, 2021USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Reorganization value | $ 1,705,946 |
Post-petition liabilities and allowed claims | 4,000,000 |
Finco | |
Reorganization, Chapter 11 [Line Items] | |
Reorganization value | 1,700,000 |
Post-petition liabilities and allowed claims | $ 4,000,000 |
Fresh Start Accounting - Reorga
Fresh Start Accounting - Reorganization Value and Valuation of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Enterprise Value | $ 1,300,300 | ||
Plus: Cash and cash equivalents | $ 194,138 | 111,968 | $ 343,332 |
Less: Fair value of debt | (216,000) | (393,500) | 0 |
Fair Value of Successor Equity | 1,500,627 | 1,018,768 | (311,388) |
Enterprise Value | 1,300,300 | ||
Plus: Cash and cash equivalents | $ 194,138 | 111,968 | $ 343,332 |
Plus: Non-interest bearing current liabilities | 185,410 | ||
Plus: Non-interest bearing non-current liabilities | 108,268 | ||
Reorganization value of Successor assets | 1,705,946 | ||
Minimum | |||
Reorganization, Chapter 11 [Line Items] | |||
Enterprise Value | 1,100,000 | ||
Enterprise Value | 1,100,000 | ||
Maximum | |||
Reorganization, Chapter 11 [Line Items] | |||
Enterprise Value | 1,600,000 | ||
Enterprise Value | $ 1,600,000 |
Fresh Start Accounting - Valuat
Fresh Start Accounting - Valuation Process (Details) - Long-term drilling services contracts $ in Millions | Feb. 05, 2021USD ($) |
Reorganization, Chapter 11 [Line Items] | |
Intangible assets, amount above fair value | $ 113.4 |
Measurement Input, Discount Rate | |
Reorganization, Chapter 11 [Line Items] | |
Risk-adjusted discount rate | 0.17 |
Fresh Start Accounting - Conden
Fresh Start Accounting - Condensed Consolidated Balance Sheet at Emergence (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash and cash equivalents | $ (194,138) | $ (111,968) | $ (343,332) |
Accounts receivable, net | 200,419 | 189,207 | 147,863 |
Taxes receivable | 16,063 | 32,556 | 30,767 |
Prepaid expenses and other current assets | 45,026 | 32,681 | 80,322 |
Total current assets | 455,646 | 366,412 | 602,284 |
Intangible assets | 61,849 | 113,389 | 0 |
Property and equipment, at cost | 1,555,975 | 1,155,725 | 4,777,697 |
Accumulated depreciation | (77,275) | 0 | (1,200,628) |
Property and equipment, net | 1,478,700 | 1,155,725 | 3,577,069 |
Other assets | 77,247 | 70,420 | 84,584 |
Total assets | 2,073,442 | 1,705,946 | 4,263,937 |
Current liabilities | |||
Accounts payable | 120,389 | 81,949 | 95,159 |
Accrued payroll and related costs | 48,346 | 35,615 | 36,553 |
Taxes payable | 28,735 | 34,211 | 36,819 |
Other current liabilities | 41,136 | 33,635 | 49,820 |
Total current liabilities | 248,394 | 185,410 | 218,351 |
Long-term debt | 216,000 | 393,500 | 0 |
Deferred income taxes | 13,195 | 21,525 | 9,292 |
Other liabilities | 95,226 | 86,743 | 108,039 |
Liabilities subject to compromise | 0 | 0 | 4,239,643 |
Total liabilities | 572,815 | 687,178 | 4,575,325 |
Shareholders' equity (deficit) | |||
Common stock | 1 | 1 | 2,511 |
Additional paid-in capital | 1,393,255 | 1,018,767 | 814,796 |
Accumulated deficit | 101,982 | 0 | (1,070,683) |
Accumulated other comprehensive income (loss) | 5,389 | 0 | (58,012) |
Total shareholders' equity (deficit) | 1,500,627 | 1,018,768 | (311,388) |
Total liabilities and equity | $ 2,073,442 | 1,705,946 | $ 4,263,937 |
Predecessor | |||
Current assets | |||
Cash and cash equivalents | (317,962) | ||
Accounts receivable, net | 189,207 | ||
Taxes receivable | 32,556 | ||
Prepaid expenses and other current assets | 63,056 | ||
Total current assets | 602,781 | ||
Intangible assets | 0 | ||
Property and equipment, at cost | 4,787,661 | ||
Accumulated depreciation | (1,221,033) | ||
Property and equipment, net | 3,566,628 | ||
Other assets | 69,940 | ||
Total assets | 4,239,349 | ||
Current liabilities | |||
Accounts payable | 89,215 | ||
Accrued payroll and related costs | 35,615 | ||
Taxes payable | 34,211 | ||
Other current liabilities | 64,943 | ||
Total current liabilities | 223,984 | ||
Long-term debt | 0 | ||
Deferred income taxes | 9,303 | ||
Other liabilities | 108,489 | ||
Liabilities subject to compromise | 4,143,812 | ||
Total liabilities | 4,485,588 | ||
Shareholders' equity (deficit) | |||
Common stock | 2,511 | ||
Additional paid-in capital | 815,505 | ||
Accumulated deficit | (1,006,351) | ||
Accumulated other comprehensive income (loss) | (57,904) | ||
Total shareholders' equity (deficit) | (246,239) | ||
Total liabilities and equity | 4,239,349 | ||
Reorganization Adjustments | |||
Current assets | |||
Cash and cash equivalents | 205,994 | ||
Accounts receivable, net | 0 | ||
Taxes receivable | 0 | ||
Prepaid expenses and other current assets | (20,302) | ||
Total current assets | (226,296) | ||
Intangible assets | 0 | ||
Property and equipment, at cost | 0 | ||
Accumulated depreciation | 0 | ||
Property and equipment, net | 0 | ||
Other assets | 10,983 | ||
Total assets | (215,313) | ||
Current liabilities | |||
Accounts payable | (7,266) | ||
Accrued payroll and related costs | 0 | ||
Taxes payable | 0 | ||
Other current liabilities | 21,305 | ||
Total current liabilities | 14,039 | ||
Long-term debt | 352,054 | ||
Deferred income taxes | (17,328) | ||
Other liabilities | 4,659 | ||
Liabilities subject to compromise | (4,143,812) | ||
Total liabilities | (3,790,388) | ||
Shareholders' equity (deficit) | |||
Common stock | (2,511) | ||
Additional paid-in capital | (815,505) | ||
Accumulated deficit | 3,374,323 | ||
Accumulated other comprehensive income (loss) | 0 | ||
Total shareholders' equity (deficit) | 3,575,075 | ||
Total liabilities and equity | (215,313) | ||
Fresh Start Adjustments | |||
Current assets | |||
Cash and cash equivalents | 0 | ||
Accounts receivable, net | 0 | ||
Taxes receivable | 0 | ||
Prepaid expenses and other current assets | (10,073) | ||
Total current assets | (10,073) | ||
Intangible assets | 113,389 | ||
Property and equipment, at cost | (3,631,936) | ||
Accumulated depreciation | 1,221,033 | ||
Property and equipment, net | (2,410,903) | ||
Other assets | (10,503) | ||
Total assets | (2,318,090) | ||
Current liabilities | |||
Accounts payable | 0 | ||
Accrued payroll and related costs | 0 | ||
Taxes payable | 0 | ||
Other current liabilities | (52,613) | ||
Total current liabilities | (52,613) | ||
Long-term debt | 41,446 | ||
Deferred income taxes | 29,550 | ||
Other liabilities | (26,405) | ||
Liabilities subject to compromise | 0 | ||
Total liabilities | (8,022) | ||
Shareholders' equity (deficit) | |||
Accumulated deficit | (2,367,972) | ||
Accumulated other comprehensive income (loss) | 57,904 | ||
Total shareholders' equity (deficit) | (2,310,068) | ||
Total liabilities and equity | $ (2,318,090) |
Fresh Start Accounting - Reor_2
Fresh Start Accounting - Reorganization Adjustment to Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | $ 194,138 | $ 111,968 | $ 343,332 |
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (205,994) | ||
Proceeds from Rights Offering | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 200,000 | ||
Proceeds from the Revolving Credit Facility, net of issuance costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 167,361 | ||
Transfer of cash from restricted cash | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | 300 | ||
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (23,261) | ||
Payment of the pre-petition revolving credit facility principal and accrued interest | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (550,019) | ||
Deconsolidation of NHUK | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | (300) | ||
Payment of recurring debt fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Cash and cash equivalents | $ (75) |
Fresh Start Accounting - Reor_3
Fresh Start Accounting - Reorganization Adjustment to Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ 45,026 | $ 32,681 | $ 80,322 |
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (12,380) | ||
Payment of Paragon litigation settlement form escrow | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (7,700) | ||
Transfer of restricted cash to cash | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (300) | ||
Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 78 | ||
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ (20,302) |
Fresh Start Accounting - Reor_4
Fresh Start Accounting - Reorganization Adjustments, Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Other assets | $ 77,247 | $ 70,420 | $ 84,584 |
Accounts payable | 120,389 | 81,949 | 95,159 |
Other current liabilities | 41,136 | 33,635 | 49,820 |
Long-term debt | 216,000 | 393,500 | 0 |
Deferred income taxes | 13,195 | 21,525 | 9,292 |
Other liabilities | $ 95,226 | 86,743 | $ 108,039 |
Capitalization of long-term debt issuance costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | 11,100 | ||
Adjustments on deferred tax assets | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | (100) | ||
Payment of professional service fees | |||
Reorganization, Chapter 11 [Line Items] | |||
Accounts payable | (15,200) | ||
Reinstatement of trade payables from liabilities subject to compromise | |||
Reorganization, Chapter 11 [Line Items] | |||
Accounts payable | 8,000 | ||
Reorganization Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Other assets | 10,983 | ||
Accounts payable | (7,266) | ||
Other current liabilities | 21,305 | ||
Long-term debt | 352,054 | ||
Deferred income taxes | (17,328) | ||
Other liabilities | 4,659 | ||
Cancellation of cash-based compensation plans | |||
Reorganization, Chapter 11 [Line Items] | |||
Other liabilities | (100) | ||
Reinstatement of right-of-use lease liabilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Other liabilities | $ 4,700 |
Fresh Start Accounting - Reor_5
Fresh Start Accounting - Reorganization Adjustments, Liabilities subject to Compromise Settled or Reinstated (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||
Total consolidated liabilities subject to compromise | $ 0 | $ 0 | $ 0 | $ 4,239,643 |
Issuance of Successor common stock | (854,909) | |||
Issuance of Successor warrants to certain Predecessor creditors | (141,029) | |||
Payment of the pre-petition revolving credit facility principal and accrued interest | (550,020) | |||
Payment of Paragon litigation settlement from escrow | (7,700) | |||
Reinstatement of Transocean litigation liability | (8,000) | |||
Reinstatement of protection and indemnity insurance liabilities | (11,791) | |||
Reinstatement of trade payables and right-of-use lease liabilities | (14,216) | |||
Gain on settlement of liabilities subject to compromise | 2,556,147 | 2,556,147 | ||
Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Accrued and unpaid interest | 110,300 | 110,300 | ||
Protection and indemnity insurance liabilities | 25,669 | 25,669 | ||
Accounts payable and other payables | 8,163 | 8,163 | ||
Estimated loss on litigation | 15,700 | 15,700 | ||
Lease liabilities | 6,054 | 6,054 | ||
Total consolidated liabilities subject to compromise | $ 4,143,812 | $ 4,143,812 | ||
4.900% Senior Notes due August 2020 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 4.90% | 4.90% | 4.90% | |
4.900% Senior Notes due August 2020 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 62,535 | $ 62,535 | ||
4.625% Senior Notes due March 2021 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 4.625% | 4.625% | 4.625% | |
4.625% Senior Notes due March 2021 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 79,937 | $ 79,937 | ||
3.950% Senior Notes due March 2022 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 3.95% | 3.95% | 3.95% | |
3.950% Senior Notes due March 2022 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 21,213 | $ 21,213 | ||
7.750% senior notes due Jan. 2024 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 7.75% | 7.75% | 7.75% | |
7.750% senior notes due Jan. 2024 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 397,025 | $ 397,025 | ||
7.950% Senior Notes due April 2025 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 7.95% | 7.95% | 7.95% | |
7.950% Senior Notes due April 2025 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 450,000 | $ 450,000 | ||
7.875% Senior Notes due February 2026 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 7.875% | 7.875% | 7.875% | |
7.875% Senior Notes due February 2026 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 750,000 | $ 750,000 | ||
6.200% Senior Notes due August 2040 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 6.20% | 6.20% | 6.20% | |
6.200% Senior Notes due August 2040 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 393,597 | $ 393,597 | ||
6.050% Senior Notes due March 2041 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 6.05% | 6.05% | 6.05% | |
6.050% Senior Notes due March 2041 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 395,000 | $ 395,000 | ||
5.250% Senior Notes due March 2042 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 5.25% | 5.25% | 5.25% | |
5.250% Senior Notes due March 2042 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 483,619 | $ 483,619 | ||
8.950% Senior Notes due April 2045 | Senior Notes | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 8.95% | 8.95% | 8.95% | |
8.950% Senior Notes due April 2045 | Senior Notes | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 400,000 | $ 400,000 | ||
5.958% revolving credit facility maturing Jan. 2023 | Line of Credit | Revolving Credit Facility | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Interest rate on senior notes | 5.958% | 5.958% | ||
5.958% revolving credit facility maturing Jan. 2023 | Line of Credit | Revolving Credit Facility | Predecessor | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Debt subject to compromise | $ 545,000 | $ 545,000 |
Fresh Start Accounting - Reor_6
Fresh Start Accounting - Reorganization Adjustments to Common Stock and Additional Paid in Capital (Details) - USD ($) shares in Thousands, $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | ||||
Common stock | $ 1 | $ 1 | $ 1 | $ 2,511 |
Additional paid-in capital | 1,018,767 | 1,018,767 | 1,393,255 | 814,796 |
Total shareholders' equity (deficit) | $ 1,018,768 | $ 1,018,768 | $ 1,500,627 | $ (311,388) |
Common Stock | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Issuance of common stock (in shares) | 50,000 | 50,000 | ||
Ordinary Shares | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Additional paid-in capital | $ 875,931 | $ 875,931 | ||
Warrants | ||||
Reorganization, Chapter 11 [Line Items] | ||||
Additional paid-in capital | $ 142,836 | $ 142,836 |
Fresh Start Accounting - Reor_7
Fresh Start Accounting - Reorganization Adjustments to Accumulated Deficit (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reorganization, Chapter 11 [Line Items] | |||||
Gain on settlement of liabilities subject to compromise | $ 2,556,147 | $ 2,556,147 | |||
Professional fees and success fees | (15,017) | ||||
Write-off of unrecognized share-based compensation | (4,406) | ||||
Reorganization items, net | 252,051 | $ 0 | $ (23,930) | $ 0 | |
Retained earnings (accumulated deficit) | 0 | 0 | $ 101,982 | $ (1,070,683) | |
Reorganization Adjustments | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Reorganization items, net | 2,536,724 | ||||
Retained earnings (accumulated deficit) | 3,374,323 | 3,374,323 | |||
Cancellation of Predecessor common stock and additional paid-in capital | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | 820,299 | 820,299 | |||
Cancellation of Predecessor cash and equity compensation plans | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | 2,183 | 2,183 | |||
Issuance of Successor warrants to Predecessor equity holders | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | (1,807) | (1,807) | |||
Deconsolidation of NHUK | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | (222) | (222) | |||
Recognition of recurring debt fees | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | (75) | (75) | |||
Tax impacts of reorganization | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Retained earnings (accumulated deficit) | $ 17,221 | $ 17,221 |
Fresh Start Accounting - Fresh
Fresh Start Accounting - Fresh Start Adjustment, Capitalized Deferred Costs, Deferred Revenue and Pension Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | $ 45,026 | $ 32,681 | $ 80,322 |
Other assets | 77,247 | 70,420 | 84,584 |
Other current liabilities | 41,136 | 33,635 | 49,820 |
Other liabilities | $ 95,226 | 86,743 | $ 108,039 |
Deferred contract assets and revenues | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (10,073) | ||
Other assets | (2,616) | ||
Other current liabilities | (52,616) | ||
Other liabilities | (20,320) | ||
Write-off of certain financing costs | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (6,238) | ||
Other current liabilities | 0 | ||
Other liabilities | 0 | ||
Pension assets and obligations | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (1,010) | ||
Other current liabilities | 3 | ||
Other liabilities | (6,085) | ||
Fair value adjustments to other assets | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | 0 | ||
Other assets | (639) | ||
Other current liabilities | 0 | ||
Other liabilities | 0 | ||
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Prepaid expenses and other current assets | (10,073) | ||
Other assets | (10,503) | ||
Other current liabilities | (52,613) | ||
Other liabilities | $ (26,405) |
Fresh Start Accounting - Fres_2
Fresh Start Accounting - Fresh Start Adjustment, Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Common stock | $ 1 | $ 1 | $ 2,511 |
Additional paid-in capital | 1,393,255 | 1,018,767 | 814,796 |
Intangible assets | 61,849 | 113,389 | 0 |
Property and equipment, net | 1,478,700 | 1,155,725 | 3,577,069 |
Long-term debt | 216,000 | 393,500 | 0 |
Deferred income taxes | 13,195 | 21,525 | 9,292 |
Accumulated other comprehensive income (loss) | $ 5,389 | 0 | $ (58,012) |
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Intangible assets | 113,389 | ||
Property and equipment, net | (2,410,903) | ||
Long-term debt | 41,446 | ||
Deferred income taxes | 29,550 | ||
Accumulated other comprehensive income (loss) | $ 57,904 |
Fresh Start Accounting - Fres_3
Fresh Start Accounting - Fresh Start Adjustments, Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | $ 1,555,975 | $ 1,155,725 | $ 4,777,697 |
Accumulated depreciation | (77,275) | 0 | (1,200,628) |
Property and equipment, net | 1,478,700 | 1,155,725 | 3,577,069 |
Drilling equipment and facilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 1,070,931 | ||
Construction in progress | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | $ 77,363 | 75,159 | $ 99,812 |
Other | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 9,635 | ||
Predecessor | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 4,787,661 | ||
Accumulated depreciation | (1,221,033) | ||
Property and equipment, net | 3,566,628 | ||
Predecessor | Drilling equipment and facilities | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 4,355,384 | ||
Predecessor | Construction in progress | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 231,626 | ||
Predecessor | Other | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | 200,651 | ||
Fresh Start Adjustments | |||
Reorganization, Chapter 11 [Line Items] | |||
Property and equipment, at cost | (3,631,936) | ||
Accumulated depreciation | 1,221,033 | ||
Property and equipment, net | $ (2,410,903) |
Fresh Start Accounting - Fres_4
Fresh Start Accounting - Fresh Start Adjustments, Net Change in Accumulated Deficit (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Reorganization, Chapter 11 [Line Items] | |||||
Prepaid expenses and other current assets | $ 32,681 | $ 32,681 | $ 45,026 | $ 80,322 | |
Intangible assets | 113,389 | 113,389 | 61,849 | 0 | |
Property and equipment, net | 1,155,725 | 1,155,725 | 1,478,700 | 3,577,069 | |
Other assets | 70,420 | 70,420 | 77,247 | 84,584 | |
Other current liabilities | (33,635) | (33,635) | (41,136) | (49,820) | |
Less: Fair value of debt | (393,500) | (393,500) | (216,000) | 0 | |
Other liabilities | (86,743) | (86,743) | (95,226) | (108,039) | |
Accumulated other comprehensive income (loss) | 0 | 0 | (5,389) | 58,012 | |
Reorganization items, net | (252,051) | 0 | 23,930 | $ 0 | |
Retained earnings (accumulated deficit) | 0 | 0 | $ 101,982 | $ (1,070,683) | |
Fresh Start Adjustments | |||||
Reorganization, Chapter 11 [Line Items] | |||||
Prepaid expenses and other current assets | (10,073) | (10,073) | |||
Intangible assets | 113,389 | 113,389 | |||
Property and equipment, net | (2,410,903) | (2,410,903) | |||
Other assets | (10,503) | (10,503) | |||
Other current liabilities | 52,613 | 52,613 | |||
Less: Fair value of debt | (41,446) | (41,446) | |||
Deferred income taxes | (9,829) | (9,829) | |||
Other liabilities | 26,405 | 26,405 | |||
Accumulated other comprehensive income (loss) | (57,904) | (57,904) | |||
Reorganization items, net | (2,348,251) | ||||
Tax impact of fresh start adjustments | (19,721) | ||||
Retained earnings (accumulated deficit) | $ (2,367,972) | $ (2,367,972) |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Proposed Business Combination with Maersk Drilling (Details) $ / shares in Units, $ in Millions | Dec. 31, 2021$ / shares | Nov. 10, 2021kr / shares | Nov. 10, 2021USD ($)shares$ / shares | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | ||||
Common stock, par value (usd per share) | $ 0.00001 | $ 0.01 | ||
Topco | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (usd per share) | $ 0.00001 | |||
Maersk Drilling | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (usd per share) | kr / shares | kr 10 | |||
Maersk Drilling Merger | ||||
Business Acquisition [Line Items] | ||||
Business combination, percentage of issued and outstanding shares acquired upon consummation | 90.00% | |||
Business combination, percentage of acquirer's shareholder for approval (at least) | 80.00% | |||
Business combination, agreement terms, cash contribution by acquirer | $ | $ 50 | |||
Business combination, Minimum Acceptance Condition, percentage of outstanding shares tendering | 80.00% | |||
Business combination, shares exchange ratio | shares | 1.6137 | |||
Business combination, consideration in cash election per share (in USD per share) | $ 1,000 | |||
Business combination, consideration in cash election, amount | $ | $ 50 | |||
Maersk Drilling Merger | Topco | Noble Corp | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage at closing of Merger | 50.00% | |||
Ownership percentage at closing of Merger with condition | 50.80% | |||
Maersk Drilling Merger | Topco | Maersk Drilling Former Shareholders | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage at closing of Merger | 50.00% | |||
Ownership percentage at closing of Merger with condition | 49.20% | |||
Maersk Drilling Merger | Minimum | ||||
Business Acquisition [Line Items] | ||||
Business combination, Minimum Acceptance Condition, percentage of outstanding shares tendering | 70.00% |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Pacific Drilling Merger (Details) shares in Thousands, $ in Thousands | Apr. 15, 2021USD ($)shares | Jun. 30, 2021USD ($) | Feb. 05, 2021USD ($) | Dec. 31, 2021USD ($)floater | Dec. 31, 2021USD ($)floater | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||
Number of floaters acquired | floater | 7 | 7 | |||||
Number of floaters sold | floater | 2 | 2 | |||||
Merger and integration costs | $ 0 | $ 24,792 | $ 0 | $ 0 | |||
Gain on bargain purchase | $ 0 | 62,305 | $ 0 | $ 0 | |||
Increase of deferred tax assets valuation allowance | 23,300 | ||||||
Pacific Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, membership interest conversion ratio | 6.366 | ||||||
Business acquisition, warrants conversion ratio | 1.553 | ||||||
Number of shares received by acquiree (in shares) | shares | 16,600 | ||||||
Proceeds from sale of floaters | $ 29,700 | ||||||
Merger and integration costs | 15,900 | ||||||
Gain on bargain purchase | $ 62,305 | $ 62,300 | |||||
Increase of deferred tax assets valuation allowance | $ 2,200 | ||||||
Pacific Drilling | Noble Corp | Pacific Drilling | |||||||
Business Acquisition [Line Items] | |||||||
Ownership percentage at closing of Merger | 24.90% |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Allocation of Purchase Price (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 15, 2021USD ($)$ / sharesshares | Feb. 05, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Liabilities assumed: | |||||
Gain on bargain purchase | $ 0 | $ 62,305 | $ 0 | $ 0 | |
Pacific Drilling | |||||
Business Acquisition [Line Items] | |||||
Pacific Drilling membership interests outstanding (in shares) | shares | 2,500 | ||||
Business acquisition, membership interest conversion ratio | 6.366 | ||||
Preliminary purchase price allocation, membership interests (in shares) | shares | 15,915 | ||||
Pacific Drilling warrants outstanding (in shares) | shares | 441 | ||||
Business acquisition, warrants conversion ratio | 1.553 | ||||
Preliminary purchase price allocation, warrants (in shares) | shares | 685 | ||||
Number of shares received by acquiree (in shares) | shares | 16,600 | ||||
Fair value of Noble Ordinary Shares on April 15, 2021 (in USD per share) | $ / shares | $ 21.55 | ||||
Total consideration | $ 357,662 | ||||
Assets acquired: | |||||
Cash and cash equivalents | 54,970 | ||||
Accounts receivable | 17,457 | ||||
Taxes receivable | 1,585 | ||||
Prepaid expenses and other current assets | 14,081 | ||||
Total current assets | 88,093 | ||||
Property and equipment, net | 346,167 | ||||
Assets held for sale | 30,063 | ||||
Other assets | 457 | ||||
Total assets acquired | 464,780 | ||||
Liabilities assumed: | |||||
Accounts payable | 18,603 | ||||
Other current liabilities | 2,900 | ||||
Accrued payroll and related costs | 16,128 | ||||
Taxes payable | 1,951 | ||||
Total current liabilities | 39,582 | ||||
Deferred income taxes | 798 | ||||
Other liabilities | 4,433 | ||||
Total liabilities assumed | 44,813 | ||||
Net assets acquired | 419,967 | ||||
Gain on bargain purchase | 62,305 | $ 62,300 | |||
Purchase price consideration | $ 357,662 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Revenue and Earnings of Acquiree subsequent to the Closing of Merger (Details) - Pacific Drilling $ in Thousands | 11 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 94,506 |
Net loss | $ (46,646) |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Pro Forma Financial Information (Details) - Pacific Drilling $ / shares in Units, $ in Thousands | 11 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ | $ 792,999 |
Net income | $ | $ 69,966 |
Net income per share. Basic (in USD per share) | $ / shares | $ 1.05 |
Net income per share, Diluted (in USD per share) | $ / shares | $ 0.98 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - Sale of Rigs in Saudi Arabia (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Jackup Rigs In Saudi Arabia - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Aug. 25, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Purchase and sale agreement, consideration | $ 292.4 | |
Purchase and sale agreement covenant, period for purposes of drilling gas wells | 1 year | |
Purchase and sale agreement covenant, period for purposes of drilling oil wells | 2 years |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share for Noble-UK (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic | ||||
Net income (loss) from continuing operations | $ 250,228 | $ 101,982 | $ (3,978,459) | $ (696,769) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821) |
Net income (loss) attributable to Noble Corporation | 250,228 | 101,982 | (3,978,459) | (700,590) |
Diluted | ||||
Net income (loss) from continuing operations | 250,228 | 101,982 | (3,978,459) | (696,769) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (3,821) |
Net income (loss) attributable to Noble Corporation | $ 250,228 | $ 101,982 | $ (3,978,459) | $ (700,590) |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 251,115 | 63,186 | 250,792 | 248,949 |
Dilutive effect of share-based awards (in shares) | 5,456 | 3,180 | 0 | 0 |
Dilutive effect of warrants (in shares) | 0 | 1,262 | 0 | 0 |
Weighted average shares outstanding - diluted (in shares) | 256,571 | 67,628 | 250,792 | 248,949 |
Basic: | ||||
Loss from continuing operations (usd per share) | $ 1 | $ 1.61 | $ (15.86) | $ (2.79) |
Loss from discontinued operations (usd per share) | 0 | 0 | 0 | (0.02) |
Net income (loss) attributable to Noble Corporation (USD per share) | 1 | 1.61 | (15.86) | (2.81) |
Diluted: | ||||
Loss from continuing operations (usd per share) | 0.98 | 1.51 | (15.86) | (2.79) |
Loss from discontinued operations (usd per share) | 0 | 0 | 0 | (0.02) |
Net income (loss) attributable to Noble Corporation (USD per share) | $ 0.98 | $ 1.51 | $ (15.86) | $ (2.81) |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the diluted net income per share (in shares) | 556 | 0 | 6,082 | 11,892 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from the diluted net income per share (in shares) | 0 | 11,097 | 0 | 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 1,555,975 | $ 1,155,725 | $ 4,777,697 |
Drilling equipment and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 1,467,772 | 4,476,960 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 77,363 | $ 75,159 | 99,812 |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 10,840 | $ 200,925 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)rig | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Capital expenditures | $ 10,300,000 | $ 159,900,000 | $ 148,200,000 | $ 306,400,000 |
Capitalized interest on construction-in-progress | 0 | 2,000,000 | 0 | 9,600,000 |
Asset impairment charges | 0 | 0 | 3,915,408,000 | 615,294,000 |
Property damage insurance coverage, deductible amount | 10,000,000 | |||
Property damage insurance coverage limit amount per claim | 50,000,000 | |||
Hurricane losses and (recoveries), net | $ 0 | 23,350,000 | $ 0 | $ 0 |
Number of rigs sold | rig | 6 | |||
Rigs sold, net book value | $ 17,100,000 | |||
Total proceeds | 26,700,000 | |||
Gain on sale of rigs | $ 8,900,000 | |||
Rig Noble Globetrotter II | ||||
Property, Plant and Equipment [Line Items] | ||||
Hurricane losses and (recoveries), net | 5,400,000 | |||
Insurance proceeds received | $ 7,500,000 |
Loss on Impairment (Details)
Loss on Impairment (Details) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Feb. 05, 2021USD ($) | Dec. 31, 2021floater | Mar. 31, 2021floater | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020floater | Dec. 31, 2020jackup | Dec. 31, 2019USD ($)floater | |
Property, Plant and Equipment [Line Items] | ||||||||||
Number of impairment oil and gas properties | 3 | 4 | 7 | 9 | 2 | |||||
Loss on impairment | $ 0 | $ 0 | $ 3,915,408,000 | $ 615,294,000 | ||||||
Nobel Series | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment | $ 2,800,000,000 | $ 1,100,000,000 | 3,900,000,000 | |||||||
Capital spare equipment | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment | $ 24,000,000 | |||||||||
Noble Bully II, Noble Paul Romano, and certain capital spare equipment | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment | 615,300,000 | |||||||||
Noble Bully II | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment | 595,500,000 | |||||||||
Noble Bully II, attributable to joint venture partner | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Loss on impairment | $ 265,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | Feb. 05, 2021USD ($) | Jul. 20, 2020USD ($) | Apr. 20, 2020USD ($) | Dec. 20, 2019USD ($) | Feb. 05, 2021USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2019USD ($) | Feb. 28, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 04, 2021USD ($) | Jul. 30, 2020USD ($) | Sep. 30, 2019 | Jul. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Dec. 21, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Borrowings on credit facilities | $ 177,500,000 | $ 40,000,000 | $ 210,000,000 | $ 755,000,000 | |||||||||||||||
Repayments of debt | 0 | 0 | 101,132,000 | 400,000,000 | |||||||||||||||
Gain on extinguishment of debt, net | 0 | 0 | 17,254,000 | $ 30,616,000 | |||||||||||||||
Participants in the Rights Offering | Ordinary Shares Of Noble (New Shares) | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Plan of reorganization, shares issued, subscription price | $ 200,000,000 | 200,000,000 | |||||||||||||||||
Rig, the Noble Joe Knight | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Purchase price of asset acquired | $ 83,800,000 | ||||||||||||||||||
Rig, the Noble Johnny Whitstine | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Purchase price of asset acquired | $ 93,800,000 | ||||||||||||||||||
Unsecured Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity under credit facilities | $ 300,000,000 | ||||||||||||||||||
2015 Credit Facility | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Extinguishment of debt | $ 300,000,000 | ||||||||||||||||||
Second Lien Notes Indenture | Participants in the Rights Offering | Ordinary Shares Of Noble (New Shares) | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Plan of reorganization, shares issued, subscription price | $ 200,000,000 | $ 200,000,000 | |||||||||||||||||
Second Lien Notes Indenture | Interest Payable in Cash | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 11.00% | 11.00% | |||||||||||||||||
Second Lien Notes Indenture | Interest Payable 50% in Cash and 50% by issuing PIK Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 13.00% | 13.00% | |||||||||||||||||
Second Lien Notes Indenture | Interest Payable by Issuing PIK Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, Interest rate on borrowings | 15.00% | 15.00% | |||||||||||||||||
Line of Credit | Letters Of Credit and Surety Bonds | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Outstanding borrowings | 6,000,000 | ||||||||||||||||||
Line of Credit | 2017 Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum borrowing capacity under credit facilities | $ 1,300,000,000 | $ 1,500,000,000 | |||||||||||||||||
Borrowings on credit facilities | $ 100,000,000 | ||||||||||||||||||
Outstanding borrowings | 545,000,000 | $ 545,000,000 | |||||||||||||||||
Line of Credit | 2017 Credit Facility | Letter of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Available to borrowing capacity under credit facilities | $ 15,000,000 | ||||||||||||||||||
Outstanding borrowings | 8,800,000 | ||||||||||||||||||
Line of Credit | 2017 Credit Facility | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amount credit facility can be increased | $ 500,000,000 | ||||||||||||||||||
Line of Credit | 2015 Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Loss on extinguishment of debt | $ 2,300,000 | ||||||||||||||||||
Line of Credit | Exit Credit Agreement | Letter of Credit | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, amount arranged | $ 67,500,000 | $ 67,500,000 | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, amount arranged | 675,000,000 | 675,000,000 | |||||||||||||||||
Debtor-in-possession financing, borrowings outstanding | $ 177,500,000 | $ 177,500,000 | 0 | ||||||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 0.50% | 0.50% | |||||||||||||||||
Debtor-in-possession financing, basis spread on variable rate, additional increase under conditions | 0.50% | 0.50% | |||||||||||||||||
Debt restrictive covenants, maximum available cash after borrowings | $ 100,000,000 | $ 100,000,000 | |||||||||||||||||
Debt covenant, consolidated leverage ratio (maximum) | 5.50 | 5.50 | |||||||||||||||||
Debt restrictive covenants, outstanding borrowing | $ 610,000,000 | $ 610,000,000 | |||||||||||||||||
Debt restrictive covenants, asset coverage ratio | 2 | 2 | |||||||||||||||||
Debt mandatory prepayments term, available cash benchmark | $ 150,000,000 | $ 150,000,000 | |||||||||||||||||
Minimum liquidity | $ 25,000,000 | $ 25,000,000 | |||||||||||||||||
Debt financial maintenance covenant, ratio of asset coverage aggregate rig value to aggregate principal amount of loans and letters of credit outstanding | 2 | 2 | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | Debt Covenant Period One | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2 | 2 | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | Debt Covenant Period Two | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt financial maintenance covenant, ratio of adjusted EBITDA to cash interest expense | 2.25 | 2.25 | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | LIBOR | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 1.00% | 1.00% | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | Fed Funds Effective Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 0.50% | 0.50% | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | LIBOR | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, increase of basis spread on variable rate | 4.75% | 4.75% | |||||||||||||||||
Line of Credit | Exit Credit Agreement | Revolving Credit Facility | Base Rate | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, basis spread on variable rate | 3.75% | 3.75% | |||||||||||||||||
Secured Debt | 2019 Seller Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Financed value | $ 53,600,000 | ||||||||||||||||||
Senior unsecured revolving credit facility maturity period | 4 years | ||||||||||||||||||
Principal payment due at the end of the third year, percentage | 5.00% | ||||||||||||||||||
Principal payment due at the end of the term, percentage | 95.00% | ||||||||||||||||||
Interest rate, paid in cash | 4.25% | ||||||||||||||||||
Paid-in-kind interest rate | 1.25% | ||||||||||||||||||
Paid in cash and paid-in-kind interest rate | 8.91% | ||||||||||||||||||
Repayments of debt | $ 48,100,000 | ||||||||||||||||||
Secured Debt | 2018 Seller Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Financed value | $ 60,000,000 | ||||||||||||||||||
Senior unsecured revolving credit facility maturity period | 4 years | ||||||||||||||||||
Principal payment due at the end of the third year, percentage | 5.00% | ||||||||||||||||||
Principal payment due at the end of the term, percentage | 95.00% | ||||||||||||||||||
Interest rate, paid in cash | 4.25% | ||||||||||||||||||
Paid-in-kind interest rate | 1.25% | ||||||||||||||||||
Paid in cash and paid-in-kind interest rate | 8.91% | ||||||||||||||||||
Repayments of debt | $ 53,600,000 | ||||||||||||||||||
Secured Debt | Seller Loans | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Minimum liquidity | $ 300,000,000 | ||||||||||||||||||
Principal payment due at the end of the term, percentage | 85.00% | ||||||||||||||||||
Debt to total capitalization ratio requirement | 0.55 | ||||||||||||||||||
Period following payment date for debt termination | 90 days | ||||||||||||||||||
Gain on extinguishment of debt, net | $ 17,300,000 | ||||||||||||||||||
Long-term debt | $ 0 | ||||||||||||||||||
Secured Debt | Second Lien Notes Indenture | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, amount arranged | $ 216,000,000 | $ 216,000,000 | |||||||||||||||||
Debtor-in-possession financing, backstop fee | $ 16,000,000 | ||||||||||||||||||
Debt redemption rice, percentage of principal amount redeemed | 106.00% | ||||||||||||||||||
Debt redemption, change of control period | 120 days | ||||||||||||||||||
Senior Notes | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gain on extinguishment of debt, net | $ 31,300,000 | ||||||||||||||||||
Aggregate principal amount of senior notes repurchased | 440,900,000 | ||||||||||||||||||
Debt repurchase amount | $ 400,000,000 | ||||||||||||||||||
Letter of Credit | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, letters of credit outstanding | 8,800,000 | ||||||||||||||||||
Letter of Credit | Exit Credit Agreement | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, letters of credit outstanding | $ 8,800,000 | $ 8,800,000 | |||||||||||||||||
Unsecured Debt | Revolving Credit Facility | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debtor-in-possession financing, letters of credit outstanding | $ 6,300,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt, Net, not Including Effect of Unamortized Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 216,000 | $ 393,500 | $ 0 |
Write-off of deferred financing cost and discounts | 45,500 | ||
Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | 216,000 | 3,977,926 | |
Less: Current maturities of long-term debt | 0 | 0 | |
Long-term debt | 216,000 | 0 | |
Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | 236,792 | 898,938 | |
Less: Current maturities of long-term debt | 0 | 0 | |
Long-term debt | 236,792 | 0 | |
Line of Credit | Carrying Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 0 | |
Line of Credit | Estimated Fair Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 0 | |
11.000% Senior Notes due February 2028 | Secured Debt | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 11.00% | ||
Total debt | $ 216,000 | ||
11.000% Senior Notes due February 2028 | Secured Debt | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 216,000 | 0 | |
11.000% Senior Notes due February 2028 | Secured Debt | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 236,792 | 0 | |
4.900% Senior Notes due August 2020 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 4.90% | 4.90% | |
4.900% Senior Notes due August 2020 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 62,535 | |
4.900% Senior Notes due August 2020 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 1,366 | |
4.625% Senior Notes due March 2021 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 4.625% | 4.625% | |
4.625% Senior Notes due March 2021 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 79,936 | |
4.625% Senior Notes due March 2021 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 1,596 | |
3.950% Senior Notes due March 2022 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 3.95% | 3.95% | |
3.950% Senior Notes due March 2022 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 21,213 | |
3.950% Senior Notes due March 2022 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 354 | |
7.750% Senior Notes due January 2024 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 7.75% | 7.75% | |
7.750% Senior Notes due January 2024 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 397,025 | |
7.750% Senior Notes due January 2024 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,925 | |
7.950% Senior Notes due April 2025 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 7.95% | 7.95% | |
7.950% Senior Notes due April 2025 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 450,000 | |
7.950% Senior Notes due April 2025 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 8,348 | |
7.875% Senior Notes due February 2026 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 7.875% | 7.875% | |
7.875% Senior Notes due February 2026 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 750,000 | |
7.875% Senior Notes due February 2026 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 301,935 | |
6.200% Senior Notes due August 2040 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 6.20% | 6.20% | |
6.200% Senior Notes due August 2040 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 393,596 | |
6.200% Senior Notes due August 2040 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,966 | |
6.050% Senior Notes due March 2041 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 6.05% | 6.05% | |
6.050% Senior Notes due March 2041 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 395,002 | |
6.050% Senior Notes due March 2041 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 7,327 | |
5.250% Senior Notes due March 2042 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 5.25% | 5.25% | |
5.250% Senior Notes due March 2042 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 483,619 | |
5.250% Senior Notes due March 2042 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 9,701 | |
8.950% Senior Notes due April 2045 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate on senior notes | 8.95% | 8.95% | |
8.950% Senior Notes due April 2045 | Senior Notes | Carrying Value | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | 400,000 | |
8.950% Senior Notes due April 2045 | Senior Notes | Estimated Fair Value | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 7,420 | |
2017 Credit Facility | Line of Credit | Carrying Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | 0 | 545,000 | |
2017 Credit Facility | Line of Credit | Estimated Fair Value | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Total debt | $ 0 | $ 545,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | Dec. 01, 2021 | Oct. 01, 2021 | Feb. 19, 2021 | Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 18, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding and trading (in shares) | 60,172,000 | 60,172,000 | 251,084,000 | ||||||
Additional conditionally authorized shares without additional shareholder approval (in shares) | 8,700,000 | 8,700,000 | |||||||
Common stock, par value (usd per share) | $ 0.00001 | $ 0.00001 | $ 0.01 | ||||||
Share capital amount | $ 6,000 | ||||||||
Percentage of total with right and option to exercise warrants on cashless basis | 20.00% | 20.00% | |||||||
Non-vested stock options (in shares) | 0 | 0 | |||||||
Stock options granted (in shares) | 0 | 0 | 0 | ||||||
Tranche 1 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding (in shares) | 8,300,000 | 8,300,000 | |||||||
Tranche 2 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding (in shares) | 8,300,000 | 8,300,000 | |||||||
Tranche 3 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants outstanding (in shares) | 2,800,000 | 2,800,000 | |||||||
Holders of Legacy Notes | Tranche 1 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants (in USD per share) | $ 19.27 | ||||||||
Holders of Legacy Notes | Tranche 2 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants (in USD per share) | 23.13 | ||||||||
Holders of Legacy Noble's Ordinary Shares | Tranche 3 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Exercise price of warrants (in USD per share) | $ 124.40 | ||||||||
Class of Stock, To Be Determined One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding and trading (in shares) | 500,000,000 | ||||||||
Common stock, par value (usd per share) | $ 0.00001 | ||||||||
Class of Stock, To Be Determined Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares outstanding and trading (in shares) | 100,000,000 | ||||||||
Common stock, par value (usd per share) | $ 0.00001 | ||||||||
TVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | 3 years | |||||||
Units awarded (in shares) | 0 | 5,559,678 | 4,639,119 | ||||||
Weighted-average award-date fair value (usd per share) | $ 0 | ||||||||
Vested (in shares) | (61,050) | ||||||||
Forfeited (in shares) | (2,301,450) | ||||||||
Nonvested (in shares) | 0 | 2,362,500 | |||||||
Incremental fair value awarded as a result of the issuance of awards | $ 300,000 | ||||||||
Equity-classified TVRSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 2 years 11 months 8 days | ||||||||
Units awarded (in shares) | 1,735,843 | ||||||||
Weighted-average award-date fair value (usd per share) | $ 16.68 | ||||||||
Vested (in shares) | 0 | ||||||||
Forfeited (in shares) | (66,081) | ||||||||
Nonvested (in shares) | 0 | 1,669,762 | 1,669,762 | ||||||
Total unrecognized compensation cost | $ 20,100,000 | $ 20,100,000 | |||||||
Period for recognizing unrecognized compensation cost | 2 years 1 month 2 days | ||||||||
PVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units awarded (in shares) | 0 | 1,457,842 | |||||||
Weighted-average award-date fair value (usd per share) | $ 0 | $ 20.82 | |||||||
Vested (in shares) | 0 | 0 | |||||||
Forfeited (in shares) | (3,163,113) | 0 | |||||||
Nonvested (in shares) | 0 | 1,457,842 | 1,457,842 | 3,163,113 | |||||
Total unrecognized compensation cost | $ 22,100,000 | $ 22,100,000 | |||||||
Period for recognizing unrecognized compensation cost | 2 years | ||||||||
Expected volatility | 95.10% | 92.20% | 50.00% | 69.80% | 59.60% | ||||
Risk-free interest rate | 0.58% | 0.33% | 0.19% | 1.40% | 2.50% | ||||
Liability-classified TVRSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 2 years 9 months 21 days | ||||||||
Units awarded (in shares) | 52,364 | ||||||||
Weighted-average award-date fair value (usd per share) | $ 16.76 | ||||||||
Vested (in shares) | 0 | ||||||||
Forfeited (in shares) | 0 | ||||||||
Nonvested (in shares) | 52,364 | 52,364 | |||||||
Liability-classified awards outstanding amount | $ 414,400 | $ 414,400 | |||||||
Total unrecognized compensation cost | 900,000 | $ 900,000 | |||||||
Period for recognizing unrecognized compensation cost | 1 year 11 months 19 days | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost recognized | $ 700,000 | 16,500,000 | $ 9,200,000 | $ 14,700,000 | |||||
Compensation cost recognized net of tax | 700,000 | 16,400,000 | 8,600,000 | 14,100,000 | |||||
Capitalized compensation costs | 0 | $ 0 | 0 | 0 | |||||
Stock option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation cost recognized | $ 0 | $ 0 | $ 0 | ||||||
Liability-Classified Cash Incentive Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Award performance period | 3 years | ||||||||
Expected volatility | 69.80% | ||||||||
Risk-free interest rate | 1.40% | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units awarded (in shares) | 0 | ||||||||
Non-employee directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units awarded (in shares) | 0 | 280,635 | 267,204 | ||||||
Non-employee directors | Equity-classified TVRSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units awarded (in shares) | 78,546 | ||||||||
Non-employee directors | Liability-classified TVRSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units awarded (in shares) | 52,364 | ||||||||
2021 Noble Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of shares issuable under incentive plan (in shares) | 7,700,000 | ||||||||
Remaining number of shares available for grants (in shares) | 7,700,000 | 7,700,000 | |||||||
2021 Noble Incentive Plan | TVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Percentage of awards accounted for as liability awards | 40.00% | ||||||||
2021 Noble Incentive Plan | PVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award performance period | 3 years | ||||||||
2015 Omnibus Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of shares issuable under incentive plan (in shares) | 40,000,000 | 40,000,000 | |||||||
Additional shares authorized under plan (in shares) | 8,700,000 | 5,800,000 | 5,000,000 | ||||||
2015 Omnibus Incentive Plan | TVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
2015 Omnibus Incentive Plan | PVRSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award performance period | 3 years | ||||||||
2015 Omnibus Incentive Plan | Stock option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Stock option exercisable term | 10 years | ||||||||
2017 Director Omnibus Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of shares issuable under incentive plan (in shares) | 1,800,000 | ||||||||
Additional shares authorized under plan (in shares) | 900,000 |
Equity - Assumptions used to Va
Equity - Assumptions used to Value the Performance-Vested Restricted Stock Units (Details) - PVRSUs | Dec. 01, 2021 | Oct. 01, 2021 | Feb. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Valuation assumptions: | |||||
Expected volatility | 95.10% | 92.20% | 50.00% | 69.80% | 59.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.58% | 0.33% | 0.19% | 1.40% | 2.50% |
Equity - Summary of RSUs Awarde
Equity - Summary of RSUs Awarded During Period (Details) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-classified TVRSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units awarded (in shares) | 1,735,843 | |||
Weighted-average share price at award date (usd per share) | $ 16.68 | |||
Weighted-average vesting period (years) | 2 years 11 months 8 days | |||
Weighted-average award-date fair value (usd per share) | $ 16.68 | |||
Liability-classified TVRSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units awarded (in shares) | 52,364 | |||
Weighted-average share price at award date (usd per share) | $ 16.76 | |||
Weighted-average vesting period (years) | 2 years 9 months 21 days | |||
Weighted-average award-date fair value (usd per share) | $ 16.76 | |||
Equity-classified TVRSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units awarded (in shares) | 0 | 5,559,678 | 4,639,119 | |
Weighted-average share price at award date (usd per share) | $ 0.82 | $ 3.02 | ||
Weighted-average vesting period (years) | 3 years | 3 years | ||
Weighted-average award-date fair value (usd per share) | $ 0 | |||
PVRSU | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units awarded (in shares) | 1,457,842 | 2,696,774 | 1,623,399 | |
Weighted-average share price at award date (usd per share) | $ 16.74 | $ 0.91 | $ 3.13 | |
Weighted-average award-date fair value (usd per share) | $ 20.82 | $ 1.14 | $ 3.61 |
Equity - Summary of Status of N
Equity - Summary of Status of Non-Vested Restricted Stock Units (Details) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity-classified TVRSU | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | 0 | ||||
Units awarded (in shares) | 1,735,843 | ||||
Vested (in shares) | 0 | ||||
Forfeited (in shares) | (66,081) | ||||
Non-vested Liability-Classified Award (in shares) | 0 | 1,669,762 | 1,669,762 | ||
Weighted Average Award-Date Fair Value | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | $ 0 | ||||
Awarded (usd per share) | 16.68 | ||||
Vested (usd per share) | 0 | ||||
Forfeited (usd per share) | 16.44 | ||||
Non-vested Liability-Classified Award, ending balance (usd per share) | $ 0 | $ 16.69 | $ 16.69 | ||
TVRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | 2,362,500 | 0 | 2,362,500 | ||
Units awarded (in shares) | 0 | 5,559,678 | 4,639,119 | ||
Vested (in shares) | (61,050) | ||||
Forfeited (in shares) | (2,301,450) | ||||
Non-vested Liability-Classified Award (in shares) | 0 | 2,362,500 | |||
Weighted Average Award-Date Fair Value | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | $ 3.43 | $ 3.43 | |||
Awarded (usd per share) | 0 | ||||
Vested (usd per share) | 5.46 | ||||
Forfeited (usd per share) | $ 3.37 | ||||
Non-vested Liability-Classified Award, ending balance (usd per share) | $ 3.43 | ||||
PVRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | 3,163,113 | 0 | 3,163,113 | ||
Units awarded (in shares) | 0 | 1,457,842 | |||
Vested (in shares) | 0 | 0 | |||
Forfeited (in shares) | (3,163,113) | 0 | |||
Non-vested Liability-Classified Award (in shares) | 0 | 1,457,842 | 1,457,842 | 3,163,113 | |
Weighted Average Award-Date Fair Value | |||||
Non-vested Liability-Classified Award, beginning balance (in shares) | $ 3.22 | $ 0 | $ 3.22 | ||
Awarded (usd per share) | 0 | 20.82 | |||
Vested (usd per share) | 0 | 0 | |||
Forfeited (usd per share) | 3.22 | 0 | |||
Non-vested Liability-Classified Award, ending balance (usd per share) | $ 0 | $ 20.82 | $ 20.82 | $ 3.22 | |
Minimum number of performance vested shares | 0 | ||||
Target level of performance, percent | 50.00% | ||||
Maximum level of performance, percent | 200.00% |
Equity - Summary of Stock Optio
Equity - Summary of Stock Options Granted (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Underlying Options | |||
Outstanding at beginning of year (in shares) | 556,155 | 708,400 | 1,103,242 |
Expired or cancelled (in shares) | (556,155) | (152,245) | (394,842) |
Outstanding at end of year (in shares) | 0 | 556,155 | 708,400 |
Exercisable at end of year (in shares) | 0 | 556,155 | 708,400 |
Weighted Average Exercise Price | |||
Outstanding at beginning of year (usd per share) | $ 30.39 | $ 30.90 | $ 28.74 |
Expired or cancelled (usd per share) | 30.39 | 32.78 | 24.85 |
Outstanding at end of year (usd per share) | 0 | 30.39 | 30.90 |
Exercisable at end of year (usd per share) | $ 0 | $ 30.39 | $ 30.90 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ (311,388) | $ 1,018,768 | $ 3,658,972 | $ 4,654,574 |
Other comprehensive loss before reclassifications | 0 | (521) | ||
Amounts reclassified from AOCI | 5,389 | 898 | ||
Other comprehensive income (loss), net | 108 | 5,389 | 377 | (1,317) |
Cancellation of Predecessor equity | 60,343 | |||
Ending balance | 1,018,768 | 1,500,627 | (311,388) | 3,658,972 |
Defined Benefit Pension Items | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (39,737) | 0 | (40,635) | |
Other comprehensive loss before reclassifications | 0 | 0 | 0 | |
Amounts reclassified from AOCI | 224 | 5,389 | 898 | |
Other comprehensive income (loss), net | 224 | 5,389 | 898 | |
Cancellation of Predecessor equity | 39,513 | |||
Ending balance | 0 | 5,389 | (39,737) | (40,635) |
Foreign Currency Items | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (18,275) | 0 | (17,754) | |
Other comprehensive loss before reclassifications | (116) | 0 | (521) | |
Amounts reclassified from AOCI | 0 | 0 | 0 | |
Other comprehensive income (loss), net | (116) | 0 | (521) | |
Cancellation of Predecessor equity | 18,391 | |||
Ending balance | 0 | 0 | (18,275) | (17,754) |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | (58,012) | 0 | (58,389) | (57,072) |
Other comprehensive loss before reclassifications | (116) | |||
Amounts reclassified from AOCI | 224 | |||
Other comprehensive income (loss), net | 108 | 5,389 | 377 | (1,317) |
Cancellation of Predecessor equity | 57,904 | |||
Ending balance | $ 0 | $ 5,389 | $ (58,012) | $ (58,389) |
Revenue and Customers - Additio
Revenue and Customers - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Payment term | 30 days | ||
Intangible assets, gross | $ 113,400 | ||
Intangible assets | 61,849 | $ 113,389 | $ 0 |
Intangible assets, accumulated amortization | 51,500 | ||
Expected amortization, 2022 | 43,500 | ||
Expected amortization, 2023 | $ 18,400 | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining amortization period | 18 months | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Remaining amortization period | 32 months |
Revenue and Customers - Schedul
Revenue and Customers - Schedule of Contract Assets, and Contract Liabilities from Contract with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||||
Current contract assets | $ 5,744 | $ 10,687 | ||
Noncurrent contract assets | 0 | 3,174 | ||
Total contract assets | 5,744 | $ 0 | 13,861 | $ 30,800 |
Current contract liabilities (deferred revenue) | (18,403) | (34,990) | ||
Noncurrent contract liabilities (deferred revenue) | (9,352) | (24,896) | ||
Total contract liabilities | $ (27,755) | $ (8,287) | $ (59,886) | $ (65,055) |
Revenue and Customers - Signifi
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract Assets | |||
Contract assets, beginning balance | $ 13,861 | $ 0 | $ 30,800 |
Amortization of deferred costs | (1,607) | (3,908) | (27,043) |
Additions to deferred costs | 432 | 9,652 | 10,104 |
Fresh start accounting revaluation | (12,686) | ||
Total | (13,861) | 5,744 | (16,939) |
Contract assets, ending balance | 0 | 5,744 | 13,861 |
Contract Liabilities | |||
Contract liabilities, beginning balance | (59,886) | (8,287) | (65,055) |
Amortization of deferred revenue | 4,142 | 13,729 | 57,915 |
Additions to deferred revenue | (25,479) | (33,197) | (52,746) |
Fresh start accounting revaluation | 72,936 | ||
Total | 51,599 | (19,468) | 5,169 |
Contract liabilities, ending balance | $ (8,287) | $ (27,755) | $ (59,886) |
Revenue and Customers - Remaini
Revenue and Customers - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 27,755 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 18,403 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 9,323 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 29 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Floaters | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 21,282 |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 11,930 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 9,323 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 29 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Floaters | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | |
Jackups | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 6,473 |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 6,473 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction | 1 year |
Jackups | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 0 |
Performance obligation, expected timing of satisfaction |
Revenue and Customers - Disaggr
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ 77,481 | $ 770,325 | $ 964,272 | $ 1,305,438 |
Oil and Gas Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 74,051 | 708,131 | 909,236 | 1,246,058 |
Floaters | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | 50,057 | 482,283 | 491,407 | 727,177 |
Jackups | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating revenues | $ 23,994 | $ 225,848 | $ 417,829 | $ 518,881 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating lease right-of-use assets | $ 17,066 | $ 26,648 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Current operating lease liabilities | $ 3,923 | $ 1,942 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Long-term operating lease liabilities | $ 13,166 | $ 4,969 |
Weighted average remaining lease term for operating leases (years) | 6 years 3 months | 7 years 9 months 18 days |
Weighted average discounted rate for operating leases | 9.50% | 11.10% |
Lease liabilities classified as liabilities subject to compromise | $ 21,000 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 365 | $ 4,803 | $ 9,065 |
Short-term lease cost | (124) | 634 | 2,893 |
Variable lease cost | (605) | 412 | 1,265 |
Total lease cost | $ (364) | $ 5,849 | $ 13,223 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating cash flows used for operating leases | $ 979 | $ 5,568 | $ 9,614 |
Right-of-use assets obtained in exchange for a lease liability | $ 0 | $ 9,647 | $ 1,217 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 5,245 |
2023 | 4,375 |
2024 | 4,252 |
2025 | 2,881 |
2026 | 2,523 |
Thereafter | 4,332 |
Total lease payments | 23,608 |
Less: Interest | (6,372) |
Present value of lease liability | $ 17,236 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Deferred tax assets | $ 1,952,700 | $ 222,125 |
Less: valuation allowance | (1,899,092) | (191,835) |
Net deferred tax assets | 53,608 | 30,290 |
Deferred tax liabilities | ||
Deferred tax liabilities | (21,396) | (38,891) |
Net deferred tax assets | 32,212 | |
Net deferred tax liabilities | (8,601) | |
United States | ||
Deferred tax assets | ||
Net operating loss carry forwards | 3,485 | 79,047 |
Disallowed interest deduction carryforwards | 0 | 62,337 |
Deferred pension plan amounts | 3,427 | 10,568 |
Accrued expenses not currently deductible | 5,780 | 5,625 |
Other | 121 | 3,178 |
Deferred tax liabilities | ||
Excess of net book basis over remaining tax basis | 0 | (30,349) |
Contract asset | (10,067) | 0 |
Deferred revenue | (3,438) | 0 |
Other | (1,116) | (1,796) |
Non-United States | ||
Deferred tax assets | ||
Net operating loss carry forwards | 1,013,281 | 47,187 |
Transition attribute | 888,962 | 0 |
Tax credits carryover | 23,849 | 0 |
Disallowed interest deduction carryforwards | 13,625 | 13,625 |
Deferred pension plan amounts | 0 | 558 |
Accrued expenses not currently deductible | 170 | 0 |
Deferred tax liabilities | ||
Excess of net book basis over remaining tax basis | (690) | (5,474) |
Contract asset | (4,173) | 0 |
Other | $ (1,912) | $ (1,272) |
Income Taxes - Income (Loss) fr
Income Taxes - Income (Loss) from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
United States | $ 1,878,637 | $ (47,686) | $ (2,150,591) | $ (65,062) |
Non-United States | (1,624,986) | 150,033 | (2,088,271) | (844,022) |
Income (loss) from continuing operations before income taxes | $ 253,651 | $ 102,347 | $ (4,238,862) | $ (909,085) |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision for Continuing Operations (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current- United States | $ 0 | $ (33,323) | $ (257,552) | $ (34,726) |
Current- Non-United States | 922 | 67,952 | 23,474 | 14,011 |
Deferred- United States | (4,689) | (7,460) | (57,514) | (5,307) |
Deferred- Non-United States | 7,190 | (26,804) | 31,189 | (12,518) |
Total | $ 3,423 | $ 365 | $ (260,403) | $ (38,540) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Reserve for Uncertain Tax Positions, Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||||
Gross balance at beginning of period | $ 37,721 | $ 37,156 | $ 130,837 | $ 161,256 |
Additions based on tax positions related to current year | 1,347 | 26,463 | 20,266 | 934 |
Additions for tax positions of prior years | 0 | 21,465 | 206 | 224 |
Reductions for tax positions of prior years | (5) | (12,331) | (109,330) | (28,542) |
Expiration of statutes | (1,907) | (9,310) | (4,258) | (1,629) |
Tax settlements | 0 | 0 | 0 | (1,406) |
Gross balance at end of period | 37,156 | 63,443 | 37,721 | 130,837 |
Related tax benefits | (384) | (384) | (384) | (400) |
Net reserve at end of period | $ 36,772 | $ 63,059 | $ 37,337 | $ 130,437 |
Income Taxes - Summary of Liabi
Income Taxes - Summary of Liabilities Related to Reserve for Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||||
Reserve for uncertain tax positions, excluding interest and penalties | $ 63,059 | $ 36,772 | $ 37,337 | $ 130,437 |
Interest and penalties included in “Other liabilities” | 11,930 | 5,273 | 5,164 | |
Reserve for uncertain tax positions, including interest and penalties | $ 74,989 | $ 42,045 | $ 42,501 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Reserves for uncertain tax positions | $ 42,045 | $ 74,989 | $ 74,989 | $ 42,501 | |
Amount provision for income taxes reduced if reserves not realized | 53,600 | 53,600 | |||
Interest and penalties resulted in an income tax expense | 100 | 6,700 | 24,100 | $ 3,000 | |
Income tax expense (benefit) | 3,423 | 365 | (260,403) | (38,540) | |
Tax benefit related to US reserve | (24,300) | (111,900) | |||
Tax benefits related to US tax refund | 12,600 | ||||
Tax benefits related to deferred tax assets previously not recognized | 22,800 | ||||
Tax benefits related to non-US refund claim | 1,900 | ||||
Tax benefits related to deferred tax adjustments | 1,200 | ||||
Tax expense (benefit) related to non-US reserve | (1,700) | 42,000 | 7,800 | ||
Tax expenses (benefits) related to various recurring items | 2,600 | 21,200 | (47,300) | ||
Income tax expense related to reorganization and fresh start adjustments | 2,500 | ||||
Tax benefits related to tax effect from asset impairments | 99,700 | ||||
Income tax benefit from CARES Act | 39,000 | ||||
Tax benefit related to non-US reserve due to statute expiration | 4,600 | ||||
Tax benefit related to internal restructuring, net of valuation allowance adjustment | 17,900 | ||||
Tax expenses related to a return-to-provision adjustment and valuation allowance adjustment | 21,200 | ||||
Tax expense related to a change in valuation allowance | 31,100 | ||||
Increase of deferred tax assets valuation allowance | 23,300 | ||||
Components Of Deferred Tax Assets And Liabilities [Line Items] | |||||
Increase of deferred tax assets valuation allowance | 23,300 | ||||
Deferred income benefit | $ (2,501) | $ 34,264 | $ 26,325 | $ 17,825 | |
Available deferred tax benefit | 1,800,000 | ||||
Foreign Tax Authority | |||||
Components Of Deferred Tax Assets And Liabilities [Line Items] | |||||
Deferred income benefit | $ 22,800 |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) - Foreign Tax Authority | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Tax rates which are different than the Cayman Islands (Successor) and UK (Predecessor) rates | 0.50% | 22.60% | 0.40% | 4.30% |
Tax impact of asset impairment and disposition | 0.00% | 0.00% | 4.50% | 0.30% |
Tax impact of restructuring | 1.00% | 0.00% | 2.10% | (4.10%) |
Tax impact of the tax regulation change | 0.00% | 0.00% | 0.90% | 0.00% |
Tax impact of valuation allowance | 0.00% | (25.20%) | (4.30%) | 0.50% |
Resolution of (reserve for) tax authority audits | (0.20%) | 2.90% | 2.50% | 3.20% |
Total | 1.30% | 0.30% | 6.10% | 4.20% |
Employee Benefit Plans - Reconc
Employee Benefit Plans - Reconciliation of Changes in Projected Benefit Obligations for our Non - U.S. and U.S. Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-US | ||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||
Benefit obligation at beginning of period | $ 67,943 | $ 63,729 | $ 62,485 | |
Interest cost | 97 | 1,228 | 1,877 | $ 1,814 |
Actuarial loss (gain) | (4,366) | 1,548 | 7,190 | |
Plan amendments | 0 | 0 | 104 | |
Benefits paid | (138) | (2,456) | (2,261) | |
Settlements and curtailments | 0 | 0 | (3,751) | |
Foreign exchange rate changes | 193 | (983) | 2,299 | |
Benefit obligation at end of period | 63,729 | 63,066 | 67,943 | 62,485 |
US plans | ||||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ||||
Benefit obligation at beginning of period | 266,090 | 256,417 | 240,249 | |
Interest cost | 615 | 5,993 | 7,567 | 8,711 |
Actuarial loss (gain) | (6,491) | (6,465) | 28,266 | |
Plan amendments | 0 | 0 | 0 | |
Benefits paid | (1,515) | (7,199) | (8,024) | |
Settlements and curtailments | (2,282) | (5,208) | (1,968) | |
Foreign exchange rate changes | 0 | 0 | 0 | |
Benefit obligation at end of period | $ 256,417 | $ 243,538 | $ 266,090 | $ 240,249 |
Employee Benefit Plans - Reco_2
Employee Benefit Plans - Reconciliation of Changes in Fair Value of Plan Assets (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||||
Fair value of plan assets at beginning of period | $ 222,417,000 | |||
Fair value of plan assets at end of period | $ 226,830,000 | $ 222,417,000 | ||
Non-US | ||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||||
Fair value of plan assets at beginning of period | 83,808,000 | 79,146,000 | 76,429,000 | |
Actual return on plan assets | (4,763,000) | 2,998,000 | 8,741,000 | |
Employer contributions | 0 | 0 | 0 | $ 0 |
Benefits paid | (138,000) | (2,456,000) | (2,261,000) | |
Settlement and curtailment | 0 | 0 | (3,751,000) | |
Foreign exchange rate changes | 239,000 | (1,223,000) | 4,650,000 | |
Fair value of plan assets at end of period | 79,146,000 | 78,465,000 | 83,808,000 | 76,429,000 |
US plans | ||||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||||
Fair value of plan assets at beginning of period | 222,417,000 | 221,743,000 | 194,160,000 | |
Actual return on plan assets | 838,000 | 12,254,000 | 36,247,000 | |
Employer contributions | 2,285,000 | 5,240,000 | 2,002,000 | 1,300,000 |
Benefits paid | (1,515,000) | (7,199,000) | (8,024,000) | |
Settlement and curtailment | (2,282,000) | (5,208,000) | (1,968,000) | |
Foreign exchange rate changes | 0 | 0 | 0 | |
Fair value of plan assets at end of period | $ 221,743,000 | $ 226,830,000 | $ 222,417,000 | $ 194,160,000 |
Employee Benefit Plans - Funded
Employee Benefit Plans - Funded Status of Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status | $ 15,399 | $ 15,865 |
US plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Funded status | $ (16,708) | $ (43,673) |
Employee Benefit Plans - Amount
Employee Benefit Plans - Amounts Recognized in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other assets (noncurrent) | $ 15,399 | $ 15,865 |
Other liabilities (current) | 0 | 0 |
Other liabilities (noncurrent) | 0 | 0 |
Net amount recognized | 15,399 | 15,865 |
US plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other assets (noncurrent) | 971 | 0 |
Other liabilities (current) | (67) | (8,169) |
Other liabilities (noncurrent) | (17,612) | (35,504) |
Net amount recognized | $ (16,708) | $ (43,673) |
Employee Benefit Plans - Amou_2
Employee Benefit Plans - Amounts Recognized in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial (gain) loss | $ (369) | $ 3,108 |
Deferred income tax asset (liability) | 112 | (558) |
Accumulated other comprehensive income (loss) | (257) | 2,550 |
US plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial (gain) loss | (6,496) | 47,094 |
Deferred income tax asset (liability) | 1,364 | (9,890) |
Accumulated other comprehensive income (loss) | $ (5,132) | $ 37,204 |
Employee Benefit Plans - Pensio
Employee Benefit Plans - Pension Costs (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 97 | 1,228 | 1,877 | 1,814 |
Return on plan assets | (85) | (845) | (1,649) | (2,471) |
Amortization of prior service cost | 1 | 0 | 10 | 10 |
Recognized net actuarial loss | 0 | 0 | 0 | 0 |
Settlement and curtailment gains | 0 | 0 | 9 | 0 |
Net pension benefit cost (gain) | 13 | 383 | 247 | (647) |
US plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 615 | 5,993 | 7,567 | 8,711 |
Return on plan assets | (1,239) | (11,648) | (11,676) | (10,313) |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Recognized net actuarial loss | 281 | 0 | 2,866 | 2,771 |
Settlement and curtailment gains | 301 | (575) | 154 | (37) |
Net pension benefit cost (gain) | $ (42) | $ (6,230) | $ (1,089) | $ 1,132 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 20, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Market cycle minimum period in which objective should be met over | 5 years | |||||
Market cycle maximum period in which objective should be met over | 7 years | |||||
Number of shares included in equity securities | 0 | 0 | 0 | |||
Costs for maintaining contribution plans | $ 1,600,000 | $ 29,800,000 | $ 24,900,000 | $ 28,100,000 | ||
Restoration Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Liability under the restoration plan | 2,800,000 | $ 2,800,000 | 7,800,000 | |||
Noble Drilling Corporation Profit Sharing Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Number of years of service for the participants in the plan to become fully vested | 3 years | |||||
Plan participants’ contributions | 0 | $ 0 | 2,400,000 | 2,400,000 | ||
Equity securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of company's overall investments | 38.90% | 38.90% | ||||
Debt security | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of company's overall investments | 59.90% | 59.90% | ||||
Cash holdings | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of company's overall investments | 1.20% | 1.20% | ||||
Non-US | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net actuarial losses and prior service costs (less than) | $ 0 | |||||
Projected benefit obligation | $ 0 | 0 | 0 | |||
Accumulated benefit obligation | $ 0 | $ 0 | 0 | |||
Defined benefit plan, investment within plan asset category, de-risking basis of gilts, percentage | 0.20% | 0.20% | ||||
Defined benefit plan, investment within plan asset category, minimum outperformance versus cash, percentage | 4.00% | 4.00% | ||||
Employer contributions | 0 | $ 0 | 0 | 0 | ||
Expected contribution to non-U.S. and U.S pension plans | 0 | $ 0 | ||||
Non-US | Equity securities | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of company's overall investments | 20.00% | |||||
Non-US | Debt security | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Percentage of company's overall investments | 80.00% | |||||
US plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net actuarial losses and prior service costs (less than) | 0 | |||||
Decrease in pension liability | 700,000 | 1,700,000 | 2,100,000 | |||
Projected benefit obligation | 207,059,000 | 207,059,000 | 266,090,000 | |||
Accumulated benefit obligation | 207,059,000 | 207,059,000 | 266,090,000 | |||
Employer contributions | $ 2,285,000 | 5,240,000 | 2,002,000 | $ 1,300,000 | ||
Expected contribution to non-U.S. and U.S pension plans | 100,000 | 100,000 | ||||
US plans | Unfunded excess benefit plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Projected benefit obligation | 1,500,000 | 1,500,000 | 9,700,000 | |||
Accumulated benefit obligation | $ 1,500,000 | $ 1,500,000 | $ 9,700,000 |
Employee Benefit Plans - Disagg
Employee Benefit Plans - Disaggregated Plan Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 226,830 | $ 222,417 | ||
Non-US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Projected benefit obligation | 63,066 | $ 63,729 | 67,943 | $ 62,485 |
Accumulated benefit obligation | 63,066 | 67,943 | ||
Fair value of plan assets | 78,465 | 79,146 | 83,808 | 76,429 |
US plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Projected benefit obligation | 243,538 | 256,417 | 266,090 | 240,249 |
Accumulated benefit obligation | 243,538 | 266,090 | ||
Fair value of plan assets | $ 226,830 | $ 221,743 | $ 222,417 | $ 194,160 |
Employee Benefit Plans - Plans
Employee Benefit Plans - Plans in which PBO Exceeded Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $ 0 | $ 0 |
Fair value of plan assets | 0 | 0 |
US plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | 207,059 | 266,090 |
Fair value of plan assets | $ 189,382 | $ 222,417 |
Employee Benefit Plans - Plan_2
Employee Benefit Plans - Plans in which Accumulated Benefit Obligation Exceeded Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-US | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | $ 0 | $ 0 |
Fair value of plan assets | 0 | 0 |
US plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | 207,059 | 266,090 |
Fair value of plan assets | $ 189,382 | $ 222,417 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Benefit Plans Key Assumptions (Details) | 1 Months Ended | 12 Months Ended | ||
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-US | ||||
Weighted-average assumptions used to determine benefit obligations: | ||||
Discount Rate | 1.80% | 1.80% | 1.40% | |
Weighted-average assumptions used to determine periodic benefit cost: | ||||
Discount Rate | 1.80% | 1.80% | 2.10% | 2.90% |
Expected long-term return on assets | 1.20% | 1.20% | 2.90% | 3.70% |
US plans | Minimum | ||||
Weighted-average assumptions used to determine benefit obligations: | ||||
Discount Rate | 1.92% | 2.63% | 1.82% | |
Weighted-average assumptions used to determine periodic benefit cost: | ||||
Discount Rate | 1.82% | 1.92% | 2.56% | 3.65% |
Expected long-term return on assets | 5.10% | 5.00% | 5.40% | 5.40% |
US plans | Maximum | ||||
Weighted-average assumptions used to determine benefit obligations: | ||||
Discount Rate | 2.77% | 2.89% | 2.60% | |
Weighted-average assumptions used to determine periodic benefit cost: | ||||
Discount Rate | 2.60% | 2.77% | 3.32% | 4.29% |
Expected long-term return on assets | 6.10% | 5.80% | 6.30% | 6.50% |
Employee Benefit Plans - Actual
Employee Benefit Plans - Actual Fair Values of Pension Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Feb. 05, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 226,830 | $ 222,417 | ||
Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 137,431 | 175,809 | ||
Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 89,399 | 46,608 | ||
Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Cash and cash equivalents | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 3,718 | 1,727 | ||
Cash and cash equivalents | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 3,718 | 1,727 | ||
Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Corporate bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 103,504 | 83,645 | ||
Corporate bonds | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 100,342 | 82,669 | ||
Corporate bonds | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 3,162 | 976 | ||
Corporate bonds | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 86,237 | 78,019 | ||
United States | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 32,387 | ||
United States | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 86,237 | 45,632 | ||
United States | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
International | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 32,310 | |||
International | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 32,310 | |||
International | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | |||
International | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | |||
Treasury bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 33,371 | 26,716 | ||
Treasury bonds | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 33,371 | 26,716 | ||
Treasury bonds | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Treasury bonds | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 78,465 | $ 79,146 | 83,808 | $ 76,429 |
Non-US | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 78,465 | 83,808 | ||
Non-US | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Cash and cash equivalents | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 938 | 5,405 | ||
Non-US | Cash and cash equivalents | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 938 | 5,405 | ||
Non-US | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Equity securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 10,546 | 4,179 | ||
Non-US | Equity securities | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 10,546 | 4,179 | ||
Non-US | Equity securities | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Equity securities | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Corporate bonds | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 66,981 | 72,407 | ||
Non-US | Corporate bonds | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 66,981 | 72,407 | ||
Non-US | Corporate bonds | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Corporate bonds | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | 0 | ||
Non-US | Other | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 1,817 | |||
Non-US | Other | Quoted Prices in Active Markets (Level 1) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 1,817 | |||
Non-US | Other | Significant Other Observable Inputs (Level 2) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | |||
Non-US | Other | Significant Unobservable Inputs (Level 3) | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | 0 | |||
US plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 226,830 | $ 221,743 | $ 222,417 | $ 194,160 |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Total | $ 140,409 |
2022 | 12,224 |
2023 | 12,806 |
2024 | 13,120 |
2025 | 13,679 |
2026 | 14,010 |
Thereafter | 74,570 |
Non-US plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | 30,302 |
2022 | 2,514 |
2023 | 2,616 |
2024 | 2,723 |
2025 | 2,835 |
2026 | 2,951 |
Thereafter | 16,663 |
US plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Total | 110,107 |
2022 | 9,710 |
2023 | 10,190 |
2024 | 10,397 |
2025 | 10,844 |
2026 | 11,059 |
Thereafter | $ 57,907 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Amount and Estimated Fair Value of Financial Instruments (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level 1) | ||
Assets - | ||
Marketable securities | $ 7,645 | $ 12,326 |
Significant Other Observable Inputs (Level 2) | ||
Assets - | ||
Marketable securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets - | ||
Marketable securities | 0 | 0 |
Carrying Value | ||
Assets - | ||
Marketable securities | $ 7,645 | $ 12,326 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)numberOfEmployee | |
Other Commitments [Line Items] | |
Years of effectiveness of employment agreements after the termination of employment | 3 years |
Hurricane Ida Personal Injury Claims | |
Other Commitments [Line Items] | |
Number of employees impacted | numberOfEmployee | 14 |
Claim insurance deductible amount | $ 5,000,000 |
Minimum | |
Other Commitments [Line Items] | |
Percentage of uncertain tax positions likelihood of being sustained | 50.00% |
Customs And Other Business Taxes | Mexico | Foreign Tax Authority | |
Other Commitments [Line Items] | |
Approximate audit claims assessed | $ 618,000,000 |
Segment and Related Informati_3
Segment and Related Information - Revenues And Identifiable Assets By Country (Details) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 05, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Number of reportable segments | segment | 1 | ||||
Total revenues | $ 77,481 | $ 770,325 | $ 964,272 | $ 1,305,438 | |
Long-Lived Assets | 1,498,368 | $ 1,498,368 | 3,605,910 | ||
Identifiable Assets | 1,705,946 | 2,073,442 | 2,073,442 | 4,263,937 | |
Australia | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 54 | 1,954 | 50,434 | 33,623 | |
Long-Lived Assets | 20,704 | 20,704 | 20,886 | ||
Brazil | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 251 | 0 | 0 | |
Long-Lived Assets | 1,702 | 1,702 | 4,794 | ||
Bulgaria | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 61,525 | ||
Long-Lived Assets | 0 | ||||
Canada | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 10 | 28,915 | 46,147 | |
Long-Lived Assets | 0 | 0 | 0 | ||
Canary Islands | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | ||||
Long-Lived Assets | 88,092 | 88,092 | |||
Denmark | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 25,119 | 7,662 | 31,076 | |
Long-Lived Assets | 18,407 | 18,407 | 0 | ||
Egypt | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 49,209 | ||
Long-Lived Assets | 0 | ||||
Gabon | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 147 | 0 | ||
Long-Lived Assets | 0 | ||||
Guyana | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 23,012 | 244,638 | 222,088 | 132,414 | |
Long-Lived Assets | 678,852 | 678,852 | 1,753,914 | ||
Indonesia | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 23,964 | ||||
Long-Lived Assets | 0 | 0 | |||
Malaysia | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 251,497 | |
Long-Lived Assets | 7,341 | 7,341 | 6,310 | ||
Mauritania | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 29,616 | ||||
Long-Lived Assets | 0 | 0 | |||
Mexico | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 11,022 | 11,022 | |||
Long-Lived Assets | 0 | 0 | |||
Norway | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 20,351 | ||||
Long-Lived Assets | 228,687 | 228,687 | |||
Myanmar | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 21,084 | 56,207 | ||
Long-Lived Assets | 0 | ||||
Qatar | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 2,263 | 23,247 | 31,024 | 36,948 | |
Long-Lived Assets | 20,487 | 20,487 | 18,582 | ||
Saudi Arabia | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 10,745 | 75,676 | 133,246 | 154,807 | |
Long-Lived Assets | 371 | 371 | 301,121 | ||
Suriname | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 6,029 | 62,090 | 61,474 | 17,374 | |
Long-Lived Assets | 0 | 0 | 565,327 | ||
Timor-Leste | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 32,257 | ||||
Long-Lived Assets | 0 | 0 | |||
Trinidad and Tobago | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 4,995 | 35,710 | 9,468 | 0 | |
Long-Lived Assets | 19,387 | 19,387 | 18,355 | ||
United Arab Emirates | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Long-Lived Assets | 607 | 607 | 18,134 | ||
United Kingdom | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 7,142 | 28,126 | 180,610 | 243,063 | |
Long-Lived Assets | 53,198 | 53,198 | 674,704 | ||
United States | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 23,241 | 156,294 | 209,401 | 191,548 | |
Long-Lived Assets | 360,478 | 360,478 | 223,653 | ||
Other | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Long-Lived Assets | $ 55 | $ 55 | 130 | ||
Vietnam | |||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||
Total revenues | $ 0 | 8,719 | $ 0 | ||
Long-Lived Assets | $ 0 |
Segment and Related Informati_4
Segment and Related Information - Significant Customers (Details) - Revenue Benchmark - Customer Concentration Risk | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Royal Dutch Shell plc (“Shell”) | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 30.00% | 13.30% | 21.70% | 36.50% |
Royal Dutch Shell plc (“Shell”) | Noble Bully II | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 27.10% | |||
Exxon Mobil Corporation (“ExxonMobil”) | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 29.80% | 39.10% | 26.60% | 13.70% |
Exxon Mobil Corporation (“ExxonMobil”) | Noble Bully II | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 15.70% | |||
Equinor ASA (“Equinor”) | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 5.20% | 3.10% | 14.30% | 13.10% |
Equinor ASA (“Equinor”) | Noble Bully II | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 15.10% | |||
Saudi Arabian Oil Company (“Saudi Aramco”) | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 13.90% | 9.80% | 13.80% | 11.90% |
Saudi Arabian Oil Company (“Saudi Aramco”) | Noble Bully II | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 13.60% |
Supplemental Financial Inform_3
Supplemental Financial Information - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Feb. 28, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Seller Loan Due February 2023 | Secured Debt | ||||
Schedule Of Supplemental Financial Information [Line Items] | ||||
Financed value | $ 53.6 | |||
Aramco | Prepaid expenses and other current assets | ||||
Schedule Of Supplemental Financial Information [Line Items] | ||||
Additions to property and equipment | $ 36.5 | $ 35.3 | $ 36 |
Supplemental Financial Inform_4
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid during the period for: | ||||
Accounts receivable | $ (41,344) | $ 6,245 | $ 50,802 | $ 2,057 |
Other current assets | 17,884 | 2,295 | (866) | 3,573 |
Other assets | 8,521 | (11,650) | (2,369) | 16,218 |
Accounts payable | (16,819) | 11,429 | 357 | (2,279) |
Other current liabilities | 11,428 | 4,312 | 8,582 | (4,700) |
Other liabilities | (5,846) | 32,928 | (10,941) | (24,577) |
Total net change in assets and liabilities | (26,176) | 45,559 | 45,565 | (9,708) |
Noble Finance Company | ||||
Cash paid during the period for: | ||||
Accounts receivable | (41,344) | 6,245 | 19,588 | 2,057 |
Other current assets | 19,398 | (594) | 7,830 | 4,046 |
Other assets | 8,512 | (11,618) | (800) | 18,749 |
Accounts payable | (14,061) | 15,822 | (11,018) | (2,182) |
Other current liabilities | 11,623 | 4,125 | 16,055 | (4,549) |
Other liabilities | (5,936) | 32,700 | (10,941) | (24,577) |
Total net change in assets and liabilities | $ (21,808) | $ 46,680 | $ 20,714 | $ (6,456) |
Supplemental Financial Inform_5
Supplemental Financial Information - Additional Cash Flow Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Feb. 05, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid during the period for: | ||||
Interest, net of amounts capitalized | $ 0 | $ 21,150 | $ 138,040 | $ 289,457 |
Income taxes paid (refunded), net | 4,385 | (8,113) | (133,708) | 8,181 |
Noble Finance Company | ||||
Cash paid during the period for: | ||||
Interest, net of amounts capitalized | 0 | 21,150 | 138,040 | 289,457 |
Income taxes paid (refunded), net | 4,385 | (8,113) | $ (133,708) | $ 8,181 |
Income taxes paid, excluding withholding tax | 3,000 | 23,300 | ||
Noble Finance Company | Non-United States | ||||
Cash paid during the period for: | ||||
Taxes withholding amount | $ 1,400 | $ 15,100 |