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Pension and Other Post-retirement Benefits | 12 Months Ended
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Dec. 31, 2021
Retirement Benefits [Abstract] |
Pension and Other Post-retirement Benefits | PENSION AND OTHER POST-RETIREMENT BENEFITS Prior to the Rowan Transaction, Rowan established various defined-benefit pension plans and a post-retirement health and life insurance plan that provide benefits upon retirement for certain full-time employees. The defined-benefit pension plans include: (1) the Rowan Pension Plan; (2) Restoration Plan of Rowan Companies, Inc. (the “Rowan SERP”); (3) the Norway Onshore Plan; and (4) the Norway Offshore Plan. The Retiree Life & Medical Supplemental Plan of Rowan Companies, Inc. (the “Retiree Medical Plan”) provides post-retirement health and life insurance benefits. On November 27, 2017, Rowan purchased annuities to cover post-65 retiree medical benefits for current retirees as of the purchase date. The annuity purchase settled post-65 medical benefits (i.e., Health Reimbursement Account, or “HRA”, amounts) for affected participants, with the insurer taking responsibility for all benefit payments on and after January 1, 2019. As a result of the Rowan Transaction, we assumed these plans and obligations, which were remeasured as of the Transaction Date. Each of the plans has a benefit obligation that exceeds the fair value of plan assets. The most significant of the assumed plans is the Rowan Pension Plan. Prior to the Transaction Date, Rowan amended the Rowan Pension Plan to freeze the plan as to any future benefit accruals. As a result, eligible employees no longer receive pay credits in the pension plan and newly hired employees are not eligible to participate in the pension plan. Effective July 1, 2021, we amended the SERP to provide for quarterly credits of an interest equivalent based upon the rate of interest paid on ten-year United States treasury notes in November of the immediately preceding calendar year and the participant plan balances as of the first day of such quarter and began accounting for this plan as a defined benefit plan. The following table presents the changes in benefit obligations and plan assets for the eight months ended December 31, 2021 (Successor), the four months ended April 30, 2021 (Predecessor) and the year ended December 31, 2020 (Predecessor) and the funded status and weighted-average assumptions used to determine the benefit obligation at the measurement date (dollars in millions):
|  | Successor |  |  | Predecessor
|  | Eight Months Ended December 31, 2021 |  |  | Four Months Ended April 30, 2021 |  | Year Ended December 31, 2020
|  | Pension Benefits |  | Other Benefits |  | Total |  |  | Pension Benefits |  | Other Benefits |  | Total |  | Pension Benefits |  | Other Benefits |  | Total
Projected benefit obligation: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
BALANCE at the beginning of the period |  | $ | 826.1 |  |  | $ | 14.8 |  |  | $ | 840.9 |  |  |  | $ | 886.7 |  |  | $ | 15.9 |  |  | $ | 902.6 |  |  | $ | 832.4 |  |  | $ | 16.1 |  |  | $ | 848.5 |
Interest cost |  | 15.3 |  |  | 0.3 |  |  | 15.6 |  |  |  | 6.5 |  |  | 0.1 |  |  | 6.6 |  |  | 24.9 |  |  | 0.5 |  |  | 25.4 |
Service cost |  | — |  |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | .1 |  |  | — |  |  | 0.1 |
Actuarial loss (gain) |  | 20.6 |  |  | (4.2) |  |  | 16.4 |  |  |  | (55.0) |  |  | (1.0) |  |  | (56.0) |  |  | 97.8 |  |  | (0.1) |  |  | 97.7 |
Plan settlements |  | (25.9) |  |  | — |  |  | (25.9) |  |  |  | — |  |  | — |  |  | — |  |  | (6.6) |  |  | — |  |  | (6.6) |
Plan curtailments |  | — |  |  | — |  |  | — |  |  |  | — |  |  | — |  |  | — |  |  | (3.3) |  |  | — |  |  | (3.3) |
Plan amendments |  | 0.2 |  |  | — |  |  | 0.2 |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Benefits paid |  | (25.7) |  |  | (0.3) |  |  | (26.0) |  |  |  | (12.1) |  |  | (0.2) |  |  | (12.3) |  |  | (58.6) |  |  | (0.6) |  |  | (59.2) |
Net transfer in/(out) (including the effect of any business combinations/divestitures) |  | 17.3 |  |  | 5.0 |  |  | 22.3 |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
BALANCE at the end of the period |  | $ | 827.9 |  |  | $ | 15.6 |  |  | $ | 843.5 |  |  |  | $ | 826.1 |  |  | $ | 14.8 |  |  | $ | 840.9 |  |  | $ | 886.7 |  |  | $ | 15.9 |  |  | $ | 902.6 |
Plan assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fair value, at the beginning of the period |  | $ | 652.0 |  |  | $ | — |  |  | $ | 652.0 |  |  |  | $ | 603.1 |  |  | $ | — |  |  | $ | 603.1 |  |  | $ | 598.9 |  |  | $ | — |  |  | $ | 598.9 |
Actual return |  | 31.8 |  |  | — |  |  | 31.8 |  |  |  | 38.5 |  |  | — |  |  | 38.5 |  |  | 57.9 |  |  | — |  |  | 57.9 |
Employer contributions |  | 2.4 |  |  | — |  |  | 2.4 |  |  |  | 22.5 |  |  | — |  |  | 22.5 |  |  | 11.5 |  |  | — |  |  | 11.5 |
Plan settlements |  | (25.9) |  |  | — |  |  | (25.9) |  |  |  | — |  |  | — |  |  | — |  |  | (6.6) |  |  | — |  |  | (6.6) |
Benefits paid |  | (25.7) |  |  | — |  |  | (25.7) |  |  |  | (12.1) |  |  | — |  |  | (12.1) |  |  | (58.6) |  |  | — |  |  | (58.6) |
Fair value, at the end of the period |  | $ | 634.6 |  |  | $ | — |  |  | $ | 634.6 |  |  |  | $ | 652.0 |  |  | $ | — |  |  | $ | 652.0 |  |  | $ | 603.1 |  |  | $ | — |  |  | $ | 603.1 |
Net benefit liabilities |  | $ | 193.3 |  |  | $ | 15.6 |  |  | $ | 208.9 |  |  |  | $ | 174.1 |  |  | $ | 14.8 |  |  | $ | 188.9 |  |  | $ | 283.6 |  |  | $ | 15.9 |  |  | $ | 299.5 |
Amounts recognized in Consolidated Balance Sheet: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accrued liabilities |  | $ | (3.8) |  |  | $ | (1.1) |  |  | $ | (4.9) |  |  |  | $ | (1.4) |  |  | $ | (1.4) |  |  | $ | (2.8) |  |  | $ | (1.5) |  |  | $ | (1.4) |  |  | $ | (2.9) |
Other liabilities (long-term) |  | (189.5) |  |  | (14.5) |  |  | (204.0) |  |  |  | (172.7) |  |  | (13.4) |  |  | (186.1) |  |  | (282.1) |  |  | (14.5) |  |  | (296.6) |
Net benefit liabilities |  | $ | (193.3) |  |  | $ | (15.6) |  |  | $ | (208.9) |  |  |  | $ | (174.1) |  |  | $ | (14.8) |  |  | $ | (188.9) |  |  | $ | (283.6) |  |  | $ | (15.9) |  |  | $ | (299.5) |
Accumulated contributions in excess of (less than) net periodic benefit cost |  | $ | (180.0) |  |  | $ | (19.8) |  |  | $ | (199.8) |  |  |  | $ | (174.1) |  |  | $ | (14.8) |  |  | $ | (188.9) |  |  | $ | (179.6) |  |  | $ | (15.8) |  |  | $ | (195.4) |
Amounts not yet reflected in net periodic benefit cost: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Actuarial gain (loss) |  | (13.1) |  |  | 4.2 |  |  | (8.9) |  |  |  | — |  |  | — |  |  | — |  |  | (104.0) |  |  | $ | (0.1) |  |  | (104.1) |
Prior service credit (cost) |  | (0.2) |  |  | — |  |  | (0.2) |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Total accumulated other comprehensive income (loss) |  | $ | (13.3) |  |  | $ | 4.2 |  |  | $ | (9.1) |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (104.0) |  |  | $ | (0.1) |  |  | $ | (104.1) |
Net benefit liabilities |  | $ | (193.3) |  |  | $ | (15.6) |  |  | $ | (208.9) |  |  |  | $ | (174.1) |  |  | $ | (14.8) |  |  | $ | (188.9) |  |  | $ | (283.6) |  |  | $ | (15.9) |  |  | $ | (299.5) |
Weighted-average assumptions: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Discount rate |  | 2.73 | % |  | 2.72 | % |  |  |  |  | 2.84 | % |  | 2.73 | % |  |  |  | 2.30 | % |  | 2.19 | % |  |
Cash balance interest credit rate |  | 3.05 | % |  | N/A |  |  |  |  | 2.94 | % |  | N/A |  |  |  | 2.94 | % |  | N/A |  |
The unfunded obligation increased by $20.0 million as of December 31, 2021 when compared to the unfunded obligation as of April 30, 2021. The increase was primarily attributable to the unfunded obligation under the SERP, having a balance of $16.2 million at December 31, 2021, which was transferred in as of July 1, 2021. Additionally, a decline in the discount rate and the impact of updated census data contributed to the increase in the unfunded obligation in the amount of $9.2 million and $13.2 million, respectively. This was partially offset by higher than expected return on plan assets of $7.1 million, and employer contributions of $2.4 million during the eight months ended December 31, 2021. The unfunded obligation decreased by $110.6 million as of April 30, 2021 when compared to the unfunded obligation as of December 31, 2020. The decrease was primarily attributable to the remeasurement of the pension and other post-retirement benefit plans at the Effective Date in fresh start accounting of $82.7 million due to an increase in the discount rate and higher than expected return on plan assets of approximately$56 million and $26 million, respectively. See "Note 3 - Fresh Start Accounting" for more information on the remeasurement of the pension and other post-retirement benefit plans. Additionally, employer contributions of $22.5 million made during the four months ended April 30, 2021 (Predecessor) drove a further decline in the unfunded obligation. The projected benefit obligations for pension benefits in the preceding table reflect the actuarial present value of benefits accrued based on services rendered to date assuming the actual or assumed expected date of separation for retirement. The accumulated benefit obligations, which are presented below for all plans in the aggregate at December 31, 2021 and 2020, are based on services rendered to date, but exclude the effect of future salary increases (in millions):
|  | Successor |  |  | Predecessor
|  | 2021 |  |  | 2020
Accumulated benefit obligation |  | $ | 843.5 |  |  |  | $ | 902.6 |
The components of net periodic pension, retiree medical cost and the weighted-average assumptions used to determine net periodic pension and retiree medical cost were as follows (dollars in millions):
|  | Successor |  |  | Predecessor
|  | Eight Months Ended December 31, 2021 |  |  | Four Months Ended April 30, 2021 |  | Year Ended December 31, 2020 |  | April 11, 2019 - December 31, 2019
Service cost (1) |  | $ | — |  |  |  | $ | — |  |  | 0.1 |  |  | 1.5 |
Interest cost (2) |  | 15.6 |  |  |  | 6.6 |  |  | 25.4 |  |  | 21.3 |
Expected return on plan assets (2) |  | (24.7) |  |  |  | (12.1) |  |  | (36.5) |  |  | (27.1) |
Curtailment gain recognized (2) |  | — |  |  |  | — |  |  | (3.3) |  |  | — |
Settlement (gain) loss recognized (2) |  | 0.4 |  |  |  | — |  |  | (0.3) |  |  | — |
Amortization of net loss (2) |  | — |  |  |  | 0.1 |  |  | — |  |  | — |
Net periodic pension and retiree medical cost (income) |  | $ | (8.7) |  |  |  | $ | (5.4) |  |  | $ | (14.6) |  |  | $ | (4.3) |
Discount rate |  | 2.84 | % |  |  | 2.30 | % |  | 3.16 | % |  | 3.82 | %
Expected return on assets |  | 6.03 | % |  |  | 6.03 | % |  | 6.48 | % |  | 6.70 | %
Cash balance interest credit rate |  | 2.94 | % |  |  | 2.94 | % |  | 3.29 | % |  | 3.29 | %
(1) Included in Contract drilling and General and administrative expense in our Consolidated Statements of Operations. (2) Included in Other, net, in our Consolidated Statements of Operations. Settlement accounting is necessary when actual lump sums paid during a fiscal year exceed the sum of the service cost and interest cost for the year. The settlement threshold was reached for the Rowan Pension Plan and we recognized a settlement charge of $0.4 million in our Consolidated Statements of Operations during the eight months ended December 31, 2021 (Successor). In March 2021, the American Rescue Plan Act of 2021 ("ARPA-21") was passed. ARPA-21 provides funding relief for U.S. qualified pension plans which should lower pension contribution requirements over the next few years. As a result, we did not make contributions to certain plans in 2021. However, we currently expect to contribute approximately $3.8 million to our pension plans and to directly pay other post-retirement benefits of approximately $1.2 million in 2022. These amounts represent the minimum contributions we are required to make under relevant statutes. We do not expect to make contributions in excess of the minimum required amounts. The pension plans' investment objectives for fund assets are: to achieve over the life of the plans a return equal to the plans' expected investment return or the inflation rate plus 3%, whichever is greater, to invest assets in a manner such that contributions are minimized and future assets are available to fund liabilities, to maintain liquidity sufficient to pay benefits when due, and to diversify among asset classes so that assets earn a reasonable return with an acceptable level of risk. The plans employ several active managers with proven long-term records in their specific investment discipline. Target allocations among asset categories and the fair value of each category of plan assets as of December 31, 2021 and 2020, classified by level within the fair value hierarchy are presented below. The plans will reallocate assets in accordance with the allocation targets, after giving consideration to the expected level of cash required to pay current benefits and plan expenses (dollars in millions):
|  | Target range |  | Total |  | Quoted prices in active markets for identical assets (Level 1) |  | Significant observable inputs (Level 2) |  | Significant unobservable inputs (Level 3)
December 31, 2021 (Successor) |  |  |  |  |  |  |  |  |  |
Equities: |  | 53% to 69% |  |  |  |  |  |  |  |
U.S. large cap |  | 22% to 28% |  | $ | 173.7 |  |  | $ | — |  |  | $ | 173.7 |  |  | $ | — |
U.S. small cap |  | 4% to 10% |  | 44.7 |  |  | — |  |  | 44.7 |  |  | — |
International all cap |  | 21% to 29% |  | 159.1 |  |  | — |  |  | 159.1 |  |  | — |
International small cap |  | 2% to 8% |  | 41.7 |  |  | — |  |  | 41.7 |  |  | — |
Real estate equities |  | 0% to 13% |  | 63.5 |  |  | — |  |  | 63.5 |  |  | — |
Fixed income: |  | 25% to 35% |  |  |  |  |  |  |  |
Aggregate |  | 9% to 19% |  | 73.1 |  |  | — |  |  | 73.1 |  |  | — |
Core plus |  | 9% to 19% |  | 74.3 |  |  | 74.3 |  |  | — |  |  | — |
Cash and equivalents |  | 0% to 10% |  | 4.5 |  |  | 4.5 |  |  | — |  |  | — |
Group annuity contracts |  |  |  | — |  |  | — |  |  | — |  |  | — |
Total |  |  |  | $ | 634.6 |  |  | $ | 78.8 |  |  | $ | 555.8 |  |  | $ | — |
December 31, 2020 (Predecessor) |  |  |  |  |  |  |  |  |  |
Equities: |  | 53% to 69% |  |  |  |  |  |  |  |
U.S. large cap |  | 22% to 28% |  | $ | 151.9 |  |  | $ | — |  |  | $ | 151.9 |  |  | $ | — |
U.S. small cap |  | 4% to 10% |  | 48.1 |  |  | — |  |  | 48.1 |  |  | — |
International all cap |  | 21% to 29% |  | 158.5 |  |  | — |  |  | 158.5 |  |  | — |
International small cap |  | 2% to 8% |  | 37.0 |  |  | — |  |  | 37.0 |  |  | — |
Real estate equities |  | 0% to 13% |  | 53.5 |  |  | — |  |  | 53.5 |  |  | — |
Fixed income: |  | 25% to 35% |  |  |  |  |  |  |  |
Aggregate |  | 9% to 19% |  | 74.3 |  |  | — |  |  | 74.3 |  |  | — |
Core plus |  | 9% to 19% |  | 75.8 |  |  | 75.8 |  |  | — |  |  | — |
Cash and equivalents |  | 0% to 10% |  | 4.0 |  |  | 4.0 |  |  | — |  |  | — |
Group annuity contracts |  |  |  | — |  |  | — |  |  | — |  |  | — |
Total |  |  |  | $ | 603.1 |  |  | $ | 79.8 |  |  | $ | 523.3 |  |  | $ | — |
Assets in the U.S. equities category include investments in common and preferred stocks (and equivalents such as American Depository Receipts and convertible bonds) and may be held through separate accounts, commingled funds or an institutional mutual fund. Assets in the international equities category include investments in a broad range of international equity securities, including both developed and emerging markets, and may be held through a commingled or institutional mutual fund. The real estate category includes investments in pooled and commingled funds whose objectives are diversified equity investments in income-producing properties. Each real estate fund is intended to provide broad exposure to the real estate market by property type, geographic location and size and may invest internationally. Securities in both the aggregate and core plus fixed income categories include U.S. government, corporate, mortgage- and asset-backed securities and Yankee bonds, and both categories target an average credit rating of “A” or better at all times. Individual securities in the aggregate fixed income category must be investment grade or above at the time of purchase, whereas securities in the core plus category may have a rating of “B” or above. Additionally, the core plus category may invest in non-U.S. securities. Assets in the aggregate and core plus fixed income categories are held primarily through a commingled fund and an institutional mutual fund, respectively. Group annuity contracts are invested in a combination of equity, real estate, bond and other investments in connection with a pension plan in Norway. The following is a description of the valuation methodologies used for the pension plan assets as of December 31, 2021: •Fair values of all U.S. equity securities, the international all cap equity securities and aggregate fixed income securities categorized as Level 2 were held in commingled funds which were valued daily based on a net asset value. •Fair value of international small cap equity securities categorized as Level 2 were held in a limited partnership fund which was valued monthly based on a net asset value. •The real estate equities categorized as Level 2 were held in two accounts (a commingled fund and a limited partnership). The assets in the commingled fund were valued monthly based on a net asset value and the assets in the limited partnership were valued quarterly based on a net asset value. •Cash and equivalents categorized as Level 1 were valued at cost, which approximates fair value. •Fair value of mutual fund investments in core plus fixed income securities categorized as Level 1 were based on quoted market prices which represent the net asset value of shares held. To develop the expected long-term rate of return on assets assumption, we considered the current level of expected returns on risk-free investments (primarily government bonds), the historical level of the risk premium associated with the plan's other asset classes and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based upon the current asset allocation to develop the expected long-term rate of return on assets assumption for the plan, which increased to 6.26% at December 31, 2021 (Successor) from 6.03% at December 31, 2020 (Predecessor). Estimated future annual benefit payments from plan assets are presented below. Such amounts are based on existing benefit formulas and include the effect of future service (in millions):
|  | Pension Benefits |  | Other Post-Retirement Benefits
Year ended December 31, |  |  |  |
2022 |  | $ | 42.7 |  |  | $ | 1.2 |
2023 |  | 42.3 |  |  | 1.2 |
2024 |  | 42.3 |  |  | 1.2 |
2025 |  | 41.8 |  |  | 1.1 |
2026 |  | 41.2 |  |  | 1.0 |
2027 through 2030 |  | 200.2 |  |  | 4.2 |
Savings Plans We have savings plans, (the Ensco Savings Plan, the Valaris Multinational Savings Plan, the Valaris Limited Retirement Plan and the frozen RDIS International Savings Plan), which cover eligible employees as defined within each plan. During 2020, the plan assets of the legacy Rowan savings plans (the Rowan Companies, Inc. Savings & Investment Plan and the Rowan Drilling UK Pension Scheme) were transferred to the Ensco Savings Plan and the Valaris Limited Retirement Plan, respectively. The Ensco Savings Plan includes a 401(k) savings plan feature, which allows eligible employees to make tax-deferred contributions to the plans. The Valaris Limited Retirement Plan allows eligible employees to make tax-deferred contributions to the plan. Contributions made to the Valaris Multinational Savings Plan may or may not qualify for tax deferral based on each plan participant's local tax requirements. Historically, we made matching cash contributions to the plans. The legacy Ensco plans previously matched 100% of the amount contributed by the employee up to a maximum of 5% of eligible salary, where the legacy Rowan plans also provided up to a 5% match of eligible salary; however, depending on the plan and the tier, the match percentage could vary. Matching contributions totaled $8.8 million and $18.7 million for the years ended December 31, 2020 and 2019 (Predecessor), respectively. Effective August 1, 2020, in light of the then current economic environment, we suspended employer matching contributions for the Ensco Savings Plan and the Valaris Multinational Savings Plan. In addition, effective December 1, 2020, the matching contributions in the Valaris Limited Retirement Plan were reduced. Employer contributions were reinstated effective January 1, 2022 whereby 100% of the amount contributed by the employee is matched up to a maximum of 4% of eligible salary.

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