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NBLWF Noble Corporation PLC (PK)

0.20
0.00 (0.00%)
07 Feb 2025 - Closed
Delayed by 15 minutes
Name Symbol Market Type
Noble Corporation PLC (PK) USOTC:NBLWF OTCMarkets Equity Warrant
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  0.00 0.00% 0.20 0.20 0.20 0.00 00:00:00

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

06/11/2024 9:51pm

Edgar (US Regulatory)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________________________________________
FORM 10-Q
_____________________________________________________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
_____________________________________________________________________________________________________
Commission file number: 001-41520
Noble Corporation plc
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________
England and Wales 98-1644664
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 276-6100
_____________________________________________________________________________________________________
_______________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per shareNENew York Stock Exchange
Tranche 1 Warrants of Noble Corporation plcNE WSNew York Stock Exchange
Tranche 2 Warrants of Noble Corporation plcNE WSANew York Stock Exchange
_____________________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes     No ☐

Number of shares outstanding at November 1, 2024: Noble Corporation plc - 160,370,364


TABLE OF CONTENTS
   Page
PART I  
Item 1  
  
  
  
  
  
  
Item 2 
Item 3 
Item 4 
PART II  
Item 1 
Item 1A
Item 2 
Item 5
Item 6 
  
2

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
September 30, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$391,858 $360,794 
Accounts receivable, net752,270 548,844 
Taxes receivable81,803 39,845 
Prepaid expenses and other current assets 184,760 112,265 
Total current assets1,410,691 1,061,748 
Intangible assets1,580 10,128 
Property and equipment, at cost6,795,699 4,591,936 
Accumulated depreciation(746,262)(467,600)
Property and equipment, net6,049,437 4,124,336 
Other assets573,436 311,225 
Total assets$8,035,144 $5,507,437 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$405,907 $395,165 
Accrued payroll and related costs119,665 97,313 
Taxes payable109,018 56,420 
Interest payable75,715 10,707 
Other current liabilities190,160 82,075 
Total current liabilities900,465 641,680 
Long-term debt1,981,237 586,203 
Deferred income taxes8,912 11,416 
Noncurrent contract liabilities23,397 50,863 
Other liabilities436,184 296,035 
Total liabilities3,350,195 1,586,197 
Commitments and contingencies (Note 10)
Shareholders’ equity
Common stock, $0.00001 par value; 160,341,619 and 140,773,750 ordinary shares outstanding as of September 30, 2024, and December 31, 2023, respectively
1 1 
Additional paid-in capital4,236,409 3,377,048 
Retained earnings445,054 541,159 
Accumulated other comprehensive income (loss)3,485 3,032 
Total shareholdersequity
4,684,949 3,921,240 
Total liabilities and equity$8,035,144 $5,507,437 
See accompanying notes to the unaudited condensed consolidated financial statements.
3

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Operating revenues
Contract drilling services$763,543 $671,004 $2,036,678 $1,852,474 
Reimbursables and other37,006 26,446 93,799 93,565 
800,549 697,450 2,130,477 1,946,039 
Operating costs and expenses
Contract drilling services434,192 354,199 1,159,913 1,078,521 
Reimbursables28,185 16,682 69,196 67,484 
Depreciation and amortization109,879 77,146 287,347 218,412 
General and administrative43,596 33,039 109,226 95,428 
Merger and integration costs69,214 12,966 89,163 47,049 
(Gain) loss on sale of operating assets, net
  (17,357) 
Hurricane losses and (recoveries), net 2,642  22,120 
685,066 496,674 1,697,488 1,529,014 
Operating income (loss)115,483 200,776 432,989 417,025 
Other income (expense)
Interest expense, net of amounts capitalized(24,951)(13,005)(54,491)(44,539)
Gain on bargain purchase 5,005  5,005 
Gain (loss) on extinguishment of debt, net   (26,397)
Interest income and other, net2,292 17,206 (10,626)16,292 
Income (loss) before income taxes92,824 209,982 367,872 367,386 
Income tax benefit (provision)(31,608)(51,659)(16,167)(35,184)
Net income (loss)$61,216 $158,323 $351,705 $332,202 
Per share data
Basic:
Net income (loss)$0.41 $1.14 $2.43 $2.42 
Diluted:
Net income (loss)$0.40 $1.09 $2.37 $2.29 
See accompanying notes to the unaudited condensed consolidated financial statements.
4

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net income (loss)$61,216 $158,323 $351,705 $332,202 
Other comprehensive income (loss)
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of $6 and zero for the three months ended September 30, 2024 and 2023, respectively, and $16 and $2,436 for the nine months ended September 30, 2024 and 2023, respectively.
432 (65)453 (2,210)
Other comprehensive income (loss), net432 (65)453 (2,210)
Comprehensive income (loss)$61,648 $158,258 $352,158 $329,992 
See accompanying notes to the unaudited condensed consolidated financial statements.
5

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
20242023
Cash flows from operating activities
Net income (loss)$351,705 $332,202 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization287,347 218,412 
Amortization of intangible assets and contract liabilities, net(46,580)(95,540)
Gain on bargain purchase (5,005)
(Gain) loss on extinguishment of debt, net 26,397 
(Gain) loss on sale of operating assets, net(17,357) 
Deferred income taxes(60,151)(42,445)
Amortization of share-based compensation35,959 28,058 
Other costs, net(10,157)7,248 
Changes in components of working capital and other operating activities:
Change in taxes receivable(34,987)(17,927)
Net changes in other operating assets and liabilities13,482 (164,552)
Net cash provided by (used in) operating activities519,261 286,848 
Cash flows from investing activities
Capital expenditures(434,653)(268,131)
Proceeds from insurance claims
16,426  
Cash paid in stock-based business combination, net(400,458) 
Proceeds from disposal of assets, net4,885  
Net cash provided by (used in) investing activities(813,800)(268,131)
Cash flows from financing activities
Issuance of debt824,000 600,000 
Borrowings on credit facilities35,000  
Repayments of credit facilities(35,000) 
Repayments of debt (673,411)
Debt extinguishment costs (25,697)
Debt issuance costs(10,002)(24,914)
Warrants exercised 628 156 
Share repurchases(250,000)(80,000)
Dividend payments(198,150)(42,369)
Taxes withheld on employee stock transactions(57,167)(8,612)
Other22,578  
Net cash provided by (used in) financing activities331,887 (254,847)
Net increase (decrease) in cash, cash equivalents, and restricted cash37,348 (236,130)
Cash, cash equivalents, and restricted cash, beginning of period367,745 485,707 
Cash, cash equivalents, and restricted cash, end of period $405,093 $249,577 
See accompanying notes to the unaudited condensed consolidated financial statements.
6

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive
Income (Loss)
Total
Equity
BalancePar Value
Balance at June 30, 2024
142,904 $1 $3,338,030 $643,918 $3,053 $3,985,002 
Employee related equity activity
Amortization of share-based compensation— — 21,632 — — 21,632 
Issuance of share-based compensation shares10 — — — — — 
Shares withheld for taxes on equity transactions— — (3,540)— — (3,540)
Warrants exercised126 — 346 — — 346 
Share repurchases(6,938)— — (250,000)— (250,000)
Issuance of common stock for Diamond Offshore Drilling merger24,240 — 879,941 — — 879,941 
Dividends— — — (10,080)— (10,080)
Net income (loss)— — — 61,216 — 61,216 
Other comprehensive income (loss), net— — — — 432 432 
Balance at September 30, 2024
160,342 $1 $4,236,409 $445,054 $3,485 $4,684,949 
Balance at December 31, 2023
140,774 $1 $3,377,048 $541,159 $3,032 $3,921,240 
Employee related equity activity
Amortization of share-based compensation— — 35,959 — — 35,959 
Issuance of share-based compensation shares2,058 — — — — — 
Shares withheld for taxes on equity transactions— — (57,167)— — (57,167)
Warrants exercised208 — 628 — — 628 
Share repurchases(6,938)— — (250,000)— (250,000)
Issuance of common stock for Diamond Offshore Drilling merger24,240 — 879,941 — — 879,941 
Dividends— — — (197,810)— (197,810)
Net income (loss)— — — 351,705 — 351,705 
Other comprehensive income (loss), net— — — — 453 453 
Balance at September 30, 2024
160,342 $1 $4,236,409 $445,054 $3,485 $4,684,949 
See accompanying notes to the unaudited condensed consolidated financial statements.



7

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive
Income (Loss)
Total
Equity
BalancePar Value
Balance at June 30, 2023
137,084 $1 $3,358,108 $359,809 $1,502 $3,719,420 
Employee related equity activity
Amortization of share-based compensation— — 9,204 — — 9,204 
Issuance of share-based compensation shares15 — — — — — 
Shares withheld for taxes on equity transactions— — (257)— — (257)
Warrants exercised4,144 — 54 — — 54 
Share repurchases(197)— — (10,000)— (10,000)
Dividends— — — (43,679)— (43,679)
Net income (loss)— — — 158,323 — 158,323 
Other comprehensive income (loss), net— — — — (65)(65)
Balance at September 30, 2023
141,046 $1 $3,367,109 $464,453 $1,437 $3,833,000 
Balance at December 31, 2022
134,681 $1 $3,347,507 $255,930 $3,647 $3,607,085 
Employee related equity activity
Amortization of share-based compensation— — 28,058 — — 28,058 
Issuance of share-based compensation shares462 — — — — — 
Shares withheld for taxes on equity transactions— — (8,612)— — (8,612)
Warrants exercised7,920 — 156 — — 156 
Share repurchases(2,017)— — (80,000)— (80,000)
Dividends— — — (43,679)— (43,679)
Net income (loss)— — — 332,202 — 332,202 
Other comprehensive income (loss), net— — — — (2,210)(2,210)
Balance at September 30, 2023
141,046 $1 $3,367,109 $464,453 $1,437 $3,833,000 
See accompanying notes to the unaudited condensed consolidated financial statements.
8

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Note 1 — Organization and Basis of Presentation
Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”, the “Company”, or “we”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of the filing date of this report, our fleet of 41 drilling rigs consisted of 28 floaters and 13 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Note 2 — Acquisitions
Business Combination with Diamond Offshore Drilling
On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (“the Diamond Closing Date”), Noble completed its acquisition of Diamond. Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders received 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond.
Purchase Price Allocation
The Diamond 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 acquired and liabilities assumed of Diamond and its subsidiaries were recorded at their respective fair values on the Diamond Closing Date. Total consideration for the acquisition was $1.5 billion, which included $610.3 million in cash paid and $879.9 million in non-cash consideration, primarily related to Noble shares issued to legacy Diamond shareholders and the replacement of legacy Diamond RSUs (as defined below).
Determining the fair values of the assets and liabilities of Diamond and the consideration paid required judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of Diamond’s mobile offshore drilling units and other related tangible assets, the fair value of drilling contracts, and debt.
Offshore drilling units. The valuation of Diamond’s mobile offshore drilling units was determined using the discounted cash flows expected to be generated from the drilling assets over their remaining useful lives. 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, rig utilization rates, tax rates, discount rate, capital expenditures, synergies, market values, estimated economic useful lives of
9

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
the rigs 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.
Diamond off-market contracts. The Company recorded, with the assistance of external valuation specialists, liabilities from drilling contracts that had unfavorable terms compared to the current market which were recorded on the Diamond Closing Date. The Company recognized the fair value adjustments as off-market contract liabilities recorded in “Noncurrent contract liabilities.”
Diamond debt. In connection with the Diamond Transaction, the Company assumed Diamond’s outstanding principal debt of $550 million and terminated Diamond’s $300 million senior secured revolving credit facility (the “Diamond RCF”), which was scheduled to mature in April 2026. The valuation of the Diamond Second Lien Notes (as defined herein) was based on relevant market data as of the Diamond Closing Date and the term of the notes. Considering that the interest rate and implied yield for the Diamond Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), a fair value adjustment was recorded relating to the notes. For additional information, see “Note 6 — Debt.”
10

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The following table represents the allocation of the total purchase price of Diamond to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Diamond Closing Date. In connection with this acquisition, the Company incurred $69.4 million of acquisition related costs during the nine months ended September 30, 2024. The results of Diamond operations were included in the Company’s results of operations effective on the Diamond Closing Date. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Diamond Closing Date. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, resulting in a change to our consolidated financial statements. Such change could be material.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Diamond shareholders$857,678 
Fair value of replacement Diamond RSU Awards attributable to the purchase price22,263 
Cash paid to legacy Diamond shareholders583,152 
Cash paid to terminate the Diamond RCF308 
Cash paid to settle contingent success fees17,316 
Cash paid for retention bonuses4,422 
Cash paid for short-term incentive plans5,086 
Total purchase price consideration$1,490,225 
Assets acquired:
Cash and cash equivalents$209,826 
Accounts receivable, net193,194 
Taxes receivable6,971 
Prepaid expenses and other current assets74,739 
Total current assets484,730 
Property, plant, and equipment, net1,834,890 
Assets held for sale (1)
5,300 
Other assets172,936 
Total assets acquired2,497,856 
Liabilities assumed:
Accounts payable82,805 
Accrued payroll and related costs36,791 
Taxes payable28,629 
Interest payable19,750 
Other current liabilities132,142 
Total current liabilities300,117 
Long-term debt580,250 
Deferred income taxes184 
Noncurrent contract liabilities27,663 
Other liabilities99,417 
Total liabilities assumed1,007,631 
Net assets acquired$1,490,225 
(1)During the third quarter of 2024, we sold the Ocean Valiant for total proceeds of $5.6 million.
11

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Diamond Revenue and Net Income
The following table represents Diamond’s revenue and earnings included in Noble’s Condensed Consolidated Statements of Operations subsequent to the Diamond Closing Date of the Diamond Transaction.
Period from
September 4, 2024
through
September 30, 2024
Revenue$94,380 
Net income (loss)$2,690 
Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. 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.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Revenue$997,566 $2,854,991 $942,410 $2,704,609 
Net income (loss)$81,406 $369,124 $(28,061)$265,772 
Net income (loss) per share:
Basic$0.41 $1.92 $(0.17)$1.65 
Diluted$0.4 $1.86 $(0.17)$1.55 
The pro forma results include, among others, (i) a reduction in Diamond’s historically reported depreciation expense related to adjustments of property and equipment values, (ii) adjustments to reflect certain acquisition related costs incurred directly in connection with the Diamond Transaction as if it had occurred on January 1, 2023, and (iii) net adjustments to increase contract drilling services revenue related to off-market customer contract liabilities recognized in connection with the Diamond Transaction on a pro forma basis.
Note 3 — Accounting Pronouncements
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company continues to assess the potential impact of this pronouncement.
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance
12

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
Note 4 — Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Basic
Net income (loss)$61,216 $158,323 $351,705 $332,202 
Denominator:
Weighted average shares outstanding – basic149,727 139,400 144,863 137,478 
Dilutive effect of share-based awards1,877 3,204 1,877 3,204 
Dilutive effect of warrants1,334 3,117 1,502 4,339 
Weighted average shares outstanding – diluted152,938 145,721 148,242 145,021 
Per share data:
Basic
Net income (loss)$0.41 $1.14 $2.43 $2.42 
Diluted
Net income (loss)$0.40 $1.09 $2.37 $2.29 
Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Warrants (1)
10,242 2,774 10,242 2,774 
(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the Treasury Stock Method, adjusted for mandatory exercise provisions under the warrant agreements, if applicable.
Settlement of the Diamond Transaction
On September 4, 2024, Noble issued 24,239,941 class A ordinary shares of Noble to former shareholders of Diamond, in connection with the closing of the Diamond acquisition. Further, Noble assumed all outstanding and unexercised warrants of Diamond, which will be exercisable for 90 days from the effective time of the Diamond acquisition. Following such 90-day exercise period, the warrants assumed from Diamond will no longer be exercisable and will expire in accordance with their terms.
13

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Assumption of Diamond RSUs
On September 4, 2024, in connection with the closing of the acquisition of Diamond, each performance-vesting and time-vesting restricted stock unit covering shares of Diamond (together "Diamond RSUs") held by key employees were assumed by Noble and represented the right to receive shares in Noble. The Diamond RSUs were assumed by Noble on substantially the same terms and conditions (including vesting conditions) as applicable to the original Diamond RSUs prior to the closing of the acquisition.
Notwithstanding the foregoing, to the extent that a Diamond RSU vested as of the acquisition (including any awards that vested as a result of a termination of employment at or immediately after the acquisition), such awards were instead settled in cash or shares of Diamond, as applicable, immediately prior to the acquisition and any such shares of Diamond were treated the same as other Diamond shares.
Share Capital
As of September 30, 2024, Noble had approximately 160.3 million A ordinary shares, par value $0.00001 per share (“Ordinary Shares”) outstanding as compared to approximately 140.8 million Ordinary Shares outstanding at December 31, 2023. In addition, as of September 30, 2024, 0.9 million Tranche 1 Warrants, 1.0 million Tranche 2 Warrants, 2.8 million Tranche 3 Warrants, and 7.5 million Diamond Warrants (each as defined herein) were outstanding and exercisable. We also have 6.7 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan.
Our most recent quarterly dividend payment to shareholders, totaling approximately $81.6 million (or $0.50 per share), was declared on June 10, 2024, and paid on September 26, 2024, to shareholders of record at close of business on September 12, 2024.
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by the Board of Directors.
Share Repurchases
Under law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders. Such purchases may be paid for only out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with law. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three and nine months ended September 30, 2024, we repurchased 6.9 million of our Ordinary Shares. During the three and nine months ended September 30, 2023, we repurchased 0.2 million and 2.0 million of our Ordinary Shares, respectively. All repurchased shares were subsequently cancelled.
Warrants
The tranche 1 warrants (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the tranche 2 warrants (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant, and the tranche 3 warrants (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant. Warrants originally issued by Diamond Offshore Drilling, Inc. (the “Diamond Warrants”) are exercisable through December 3, 2024, for $5.65 in cash and 0.2316 Ordinary Shares at an exercise price of $29.22 per Diamond Warrant.
14

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 5 — Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:
September 30, 2024December 31, 2023
Drilling equipment and facilities$6,567,828 $4,338,229 
Construction in progress170,696 210,759 
Other57,175 42,948 
Property and equipment, at cost$6,795,699 $4,591,936 
Capital additions, including capitalized interest, during the three months ended September 30, 2024 and 2023, totaled $107.7 million and $88.6 million, respectively, and during the nine months ended September 30, 2024 and 2023, totaled $374.3 million and $259.4 million, respectively.
During the second quarter of 2024, we sold the Noble Explorer for total proceeds of $25.0 million, $21.5 million of which was received in the fourth quarter of 2023, resulting in a pre-tax gain of $17.4 million.
Note 6 — Debt
Amended and Restated Senior Secured Revolving Credit Agreement
In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC (“Noble Finance II”), Noble International Finance Company, and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee (the 2023 Revolving Credit Agreement and the facility thereunder, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility provides for commitments of $550.0 million with maturity in 2028. The guarantors (the “Guarantors”) under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of September 30, 2024, we had no borrowings outstanding and $24.0 million of letters of credit issued under the 2023 Revolving Credit Agreement.
8.000% Senior Notes due 2030
In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued the $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 at a premium of 103% bringing the total outstanding principal amount to $1.4 billion (collectively, the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, certain subsidiaries of Noble Finance II (the Guarantors), and U.S. Bank Trust Company, National Association, as trustee.
The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility.
The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.
Diamond Second Lien Notes due 2030
On September 21, 2023, Diamond Foreign Asset Company and Diamond Finance, LLC (collectively referred to as the “Issuers”) issued $550.0 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 (or the “Diamond Second Lien Notes”) with interest payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2024. The Diamond Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Noble Offshore Drilling, Inc. (or “NODI”, formerly Diamond Offshore Drilling, Inc.) and each of its existing restricted subsidiaries (other than the Issuers) and by certain of NODI’s future restricted subsidiaries (other than the Issuers).
15

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The Diamond Second Lien Notes obligate NODI and its specified subsidiaries to comply with an indenture dated as of September 21, 2023, (or the Indenture) entered into by the Issuers, NODI, and certain of its subsidiaries named therein and HSBC Bank USA, National Association. The Indenture contains covenants that, among other things, restrict NODI’s ability and the ability of certain of its subsidiaries to: (i) incur additional debt and issue certain preferred stock; (ii) incur or create liens; (iii) make certain dividends, distributions, investments, and other restricted payments; (iv) sell or otherwise dispose of certain assets; (v) engage in certain transactions with affiliates; and (vi) merge, consolidate, amalgamate, or sell, transfer, lease, or otherwise dispose of all or substantially all of NODI’s assets. These covenants are subject to important exceptions and qualifications.
Noble Second Lien Notes
On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, among the Debtors and the backstop parties thereto, Noble Cayman and Noble Finance Company consummated the Rights Offering of the Noble Second Lien Notes and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million.
On April 18, 2023, we redeemed the remaining balance of approximately $173.7 million aggregate principal amount of outstanding Noble Second Lien Notes using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $25.7 million.
DNB Credit Facility and New DNB Credit Facility
On October 3, 2022 (the “Closing Date”), the merger, pursuant to a Business Combination Agreement, dated November 10, 2021, as amended (the “Business Combination”) by and among Noble, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”) and the other parties thereto, became effective and Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intragroup charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”) and on December 22, 2022, it was terminated and replaced with the New DNB Credit Facility. On April 18, 2023, we repaid the $347.5 million of outstanding borrowings under the New DNB Credit Facility using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $0.7 million.
DSF Credit Facility
The Company guaranteed the DSF Credit Facility in connection with the Business Combination, and it was repaid in full on February 23, 2023, using cash on hand.
Diamond Credit Facility
On September 4, 2024, in connection with the closing of the Diamond Transaction, Noble terminated Diamond’s $300 million senior secured revolving credit facility, which was scheduled to mature on April 22, 2026. At the time of the merger and termination, Diamond had no outstanding borrowings under the facility.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The fair values of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates.
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
September 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$1,401,271 $1,445,416 $586,203 $626,472 
8.500% Senior Secured Second Lien Notes due October 2030
579,966 574,838   
Total debt1,981,237 2,020,254 586,203 626,472 
Less: Current maturities of long-term debt    
Long-term debt$1,981,237 $2,020,254 $586,203 $626,472 
16

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 7 — Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling services revenue by rig types:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Floaters$605,327 $549,130 1,617,538 1,519,346 
Jackups158,216 121,874 419,140 333,128 
Total$763,543 $671,004 $2,036,678 $1,852,474 
Contract Balances
Accounts receivable are recognized when the right to the consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11, the Business Combination with Maersk Drilling, and the Diamond Transaction, and are included in “Intangible assets” and “Noncurrent contract liabilities,” respectively.
The following table provides information about contract assets and contract liabilities from contracts with customers:
September 30, 2024December 31, 2023
Current customer contract assets$17,166 $4,208 
Noncurrent customer contract assets13,759 208 
Total customer contract assets30,925 4,416 
Current deferred revenue(48,148)(19,679)
Noncurrent deferred revenue(37,721)(23,393)
Total deferred revenue$(85,869)$(43,072)
17

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2024 and 2023, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2023
$4,416 $(43,072)
Amortization of deferred costs(17,088)— 
Additions to deferred costs43,597 — 
Amortization of deferred revenue— 54,411 
Additions to deferred revenue— (97,208)
Total26,509 (42,797)
Net balance at September 30, 2024
$30,925 $(85,869)
Net balance at December 31, 2022
$11,537 $(59,797)
Amortization of deferred costs(21,722)— 
Additions to deferred costs13,356 — 
Amortization of deferred revenue— 62,125 
Additions to deferred revenue— (35,891)
Total(8,366)26,234 
Net balance at September 30, 2023
$3,171 $(33,563)
Contract Costs
Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations.
Off-market Customer Contract Assets and Liabilities
Upon emergence from Chapter 11, the Company recognized fair value adjustments of $113.4 million related to intangible assets for certain favorable customer contracts, which were fully amortized as of August 2023. In addition, in connection with the Business Combination with Maersk Drilling, the Company recognized additional fair value adjustments of $23.0 million. These intangible assets will be amortized as a reduction of contract drilling services revenue from the Closing Date through the remainder of the contracts.
In connection with the Business Combination with Maersk Drilling and the Diamond Transaction, the Company recognized fair value adjustments of $237.7 million and $27.7 million, respectively, related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date and the Diamond Closing Date through the remainder of the contracts.
18

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Unfavorable
contracts
Favorable
contracts
Balance at December 31, 2023
$(50,863)$10,128 
Additions(27,663) 
Amortization55,129 (8,549)
Balance at September 30, 2024
$(23,397)$1,579 
Balance at December 31, 2022
$(181,883)$34,372 
Additions  
Amortization118,571 (23,031)
Balance at September 30, 2023
$(63,312)$11,341 
Estimated future amortization over the expected remaining contract periods:
For the Year Ended December 31,
20242025Total
Unfavorable contracts$14,531 $8,866 $23,397 
Favorable contracts(1,365)(214)(1,579)
Total$13,166 $8,652 $21,818 
Note 8 — Income Taxes
At September 30, 2024, the Company had deferred tax assets of $340.9 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $8.9 million, inclusive of a valuation allowance of $18.2 million.
During the three months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $36.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana and Luxembourg.
During the nine months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg.
During the three months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg.
During the nine months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $80.8 million, $18.1 million, $10.5 million, and $4.1 million in Guyana, Luxembourg, Switzerland, and Norway, respectively.
In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the relevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
At September 30, 2024, the reserves for uncertain tax positions totaled $208.4 million (net of related tax benefits of $8.8 million). At December 31, 2023, the reserves for uncertain tax positions totaled $202.3 million (net of related tax benefits of $0.1 million).
19

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation.
During the three months ended September 30, 2024, our tax provision included tax benefits of $36.2 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of $67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
During the nine months ended September 30, 2024, our tax provision included tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits are offset by recurring quarterly accruals of $134.0 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
Note 9 — Employee Benefit Plans
Pension costs (gain) include the following components:
Three Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$608 $2,188 $508 $2,248 
Return on plan assets(665)(2,311)(433)(2,394)
Recognized net actuarial (gain) loss28  54 (58)
Net pension benefit cost (gain)$(29)$(123)$129 $(204)
Nine Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$1,642 $6,563 1,632 6,744 
Return on plan assets(1,796)(6,932)(1,392)(7,184)
Recognized net actuarial (gain) loss77  176 (173)
Net pension benefit cost (gain)$(77)$(369)$416 $(613)
During the three and nine months ended September 30, 2024 and 2023, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three and nine months ended September 30, 2024 and 2023.
Note 10 — Commitments and Contingencies
Tax Matters
Audit claims of approximately $390.5 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are primarily attributable to Brazil, Egypt, Ghana, and Guyana. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. This remains under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress.
We operate in numerous countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50% likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Hurricane Ida Personal Injury Claims
In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. Due to the environmental conditions, a
20

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
number of crew members were treated for injuries and released from medical care. We have had multiple parties, some of which are subject to a third-party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action in the United States District Court Western District of Louisiana, seeking damages related to physical and emotional harm allegedly suffered as a result of the Hurricane Ida incident. We are in the discovery phase and we intend to defend ourselves vigorously against these claims, although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. Timing differences are likely to exist between any losses incurred and the recognition and receipt of insurance proceeds reflected in the Company’s financial statements. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations.
Services Agreement
In February 2016, Diamond entered into a ten-year agreement with a subsidiary of Baker Hughes Company (formerly named Baker Hughes, a GE company) to provide services with respect to certain blowout preventer and related well control equipment on our drillships. Such services include management of maintenance, certification, and reliability with respect to such equipment. Future commitments under the contractual services agreements are estimated to be approximately $24.7 million annually. Total future commitments are projected to be $73.6 million in the aggregate over the remaining term of the agreement, including a $37.0 million commitment for the purchase of consumables and capital spare parts owned and controlled by the vendor at the end of the service arrangement.
Letters of Credit and Surety bonds
As of September 30, 2024, we had $24.0 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $114.7 million in letters of credit and surety bonds issued under bilateral arrangements which guarantee our performance as it relates to our drilling contracts, contract bidding, tax appeals, customs duties, and other obligations in various jurisdictions. We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called.
Other Contingencies
We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including other personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations, or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.
Note 11 — Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Restricted cash
Noble’s restricted cash balance as of September 30, 2024, and December 31, 2023, was $13.2 million and $7.0 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Leases
We determine if an arrangement is a lease at inception. Our lease agreements are primarily for real estate, equipment, storage, dock space, and automobiles and are included within “Other assets”, “Other current liabilities”, and “Other liabilities” on our Condensed Consolidated Balance Sheets. In connection with the Diamond Transaction, the Company assumed several leases entered into by Diamond consisting of operating leases for corporate and shorebase offices, office and information technology equipment, employee housing, onshore storage yards, and certain rig equipment and tools as well as finance leases for well control equipment used on the drillships. The finance leases commenced in 2016 and also include an option to purchase the leased equipment at the end of the respective lease term.
21

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Supplemental balance sheet information related to leases is as follows:
September 30, 2024December 31, 2023
Operating leases
Right-of-use assets$83,775 $24,528 
Current lease liabilities
16,378 10,581 
Long-term lease liabilities69,627 15,082 
Finance leases
Right-of-use assets$44,254 $ 
Current lease liabilities
26,443  
Long-term lease liabilities15,616  
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Nine Months Ended September 30,
20242023
Accounts receivable$(10,232)$(169,944)
Other current assets8,624 (30,250)
Other assets153 7,356 
Accounts payable(18,136)(721)
Other current liabilities27,592 22,815 
Other liabilities5,481 6,192 
Total net change in assets and liabilities$13,482 $(164,552)
Non-cash investing and financing activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:
Nine Months Ended September 30,
20242023
Accrued capital expenditures at period end$60,691 $71,291 
On September 4, 2024, Noble completed the acquisition of Diamond, which included $400.5 million in net cash paid and $879.9 million in non-cash consideration, primarily related to Noble shares issued to legacy Diamond shareholders and the replacement of legacy Diamond RSU Awards, in exchange for $1.5 billion net assets acquired. See “Note 2 — Acquisitions” for additional information.
Note 12 — Information about Noble Finance II
8.000% Senior Notes due 2030
Noble Finance II, a wholly owned subsidiary of Noble, or one or more 100% owned subsidiaries of Noble Finance II, is an issuer or full and unconditional guarantor or otherwise obligated as of September 30, 2024, with respect to the 2030 Notes. See “Note 6 — Debt” for additional information.
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis.
22

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The summarized financial information below reflects the consolidated accounts of Noble Finance II:
September 30, 2024
Balance Sheet
Cash and cash equivalents$211,596 
Total current assets1,568,804 
Total current liabilities588,894 
Total debt1,401,271 
Total shareholders' equity4,469,705 
Nine Months Ended September 30, 2024
Statement of Operations
Operating revenues$2,035,977 
Operating costs and expenses1,533,046 
Depreciation and amortization275,990 
Statement of Cash Flows
Net cash provided by (used in) operating activities$611,988 
Capital expenditures(423,892)
Proceeds from disposal of assets, net(690)
Dividend payments 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to assist you in understanding our financial position at September 30, 2024, and our results of operations for the three and nine months ended September 30, 2024 and 2023. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”) and our other filings with the US Securities and Exchange Commission (“SEC”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our,” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, are forward looking statements, including those regarding expected financial performance, revenues, expected utilization, and fleet status, stacking of rigs, effects of new rigs on the market revenues, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, termination and extensions, contract backlog, the availability, delivery, mobilization, stacking or reactivation, contract commencement, relocation or other movement of rigs and the timing thereof, contract claims, capital expenditures, insurance maintenance and renewals, access to financing, rig demand, peak oil, the offshore drilling market, oil prices, production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), and any expectations we may have with respect thereto, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under any credit facilities or other instruments, sources of funds, cost inflation, planned acquisitions or divestitures of assets, governmental regulations and permitting, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, share repurchases, progress, plans and goals related to environmental, social, and governance matters; the outcome of tax disputes; assessments and settlements; and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation and recessions, trends and outlook; general political conditions, including political tensions, conflicts and war, timing for compliance with any new regulations the benefits or results of acquisitions or dispositions (including the Business Combination (as defined herein) and the Diamond Transaction (as defined herein), our plans, objectives, expectations, and intentions related to the Business Combination and Diamond Transaction). Forward-looking statements involve risks, uncertainties, and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the terms that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. The expectations expressing in forward-looking statements are subject to a number of risks and uncertainties, which include, but are not limited to: a decline in the price of oil or gas, reduced demand for oil and gas products and increased regulation of drilling and production, price competition and cyclicality in the offshore drilling industry, offshore rig supply, dayrates and demand for rigs, contract duration, renewal, terminations and repricing, national oil companies and governmental clients, contract backlog, risks related to the recently completed Diamond Transaction, including the risk that the benefits of the transaction may not be fully realized or may take longer to realize than expected, customer and geographic concentration, operational hazards and risks, labor force unionization, labor interruptions and labor regulations, major natural disasters, catastrophic events, acts of war, terrorism or social unrest, pandemic, or other similar event, joint ventures as well as investments in associates, international operations and related mobilization and demobilization of rigs, operational interruptions, delays, upgrades, refurbishment and repair of rigs and any related delays and cost overruns or reduced payment of dayrates, impacts of inflation, renewal of insurance, protection of sensitive information, operational technology systems and critical data, the ability to attract and retain skilled personnel or the increased cost in doing so, supplier capacity constraints or shortages in parts or equipment, supplier production disruptions, supplier quality and sourcing issues or price increases, future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions, hurricanes and windstorm damage, responding to energy rebalancing, non-performance of suppliers or third-party subcontractors, risks related to the Business Combination and the Diamond Transaction and the related integration and compliance with laws and regulations, increasing attention to environmental, social, and governance matters, including climate change, compliance with anti-bribery or anti-corruption, international trade laws and regulations, litigation, our ability to maintain effective disclosure controls and procedures and internal control over financial reporting, impairments on property and equipment, including rigs and related capital spares, operating and financial restrictions and maintenance of covenants in our debt financing, tax disputes or tax challenges, that could cause actual plans or results to differ materially from those included in any forward-looking statements. Actual results could differ materially from those expressed as a result of various factors and could, among other impacts, impact our ability to repurchase shares and declare and pay dividends such that we suspend our share repurchase program and reduce, suspend, or totally eliminate dividend payments in the future. These factors include those “Risk Factors” referenced or described in Part II, Item 1A “Risk Factors” of this Form 10-Q, Part I, Item 1A. “Risk Factors” of our Form 10-K, and in our other filings with the SEC. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should
25


consider these risks and uncertainties when you are evaluating us. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the Board of Directors, and may be modified as market conditions dictate.
Our Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at our website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram, and Twitter, to communicate with investors and the public about its business, services, and other matters, and those communications could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website or our social media channels are not incorporated by reference herein.
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Executive Overview
Noble is a leading offshore drilling contractor for the oil and gas industry. As of the filing date of this Quarterly Report on Form 10-Q, Noble performs, through its subsidiaries, contract drilling services with a fleet of 41 drilling rigs, consisting of 28 floaters and 13 jackups focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Following the recent Diamond Transaction, our total floater count now also includes several lower specification semisubmersibles. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.
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.
Recent Events
Diamond Transaction. On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (“the Diamond Closing Date”), Noble completed its acquisition of Diamond. Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders received 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond.
8.000% Senior Notes due 2030. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 at a premium of 103% bringing the total outstanding principal amount to $1.4 billion (collectively, the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, certain subsidiaries of Noble Finance II (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee.
Market Outlook
In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand is increasing. This increasing demand has been caused by the combination of growing confidence in commodity prices, heightened focus on energy security, recent multi-year underinvestment in the development and exploration of hydrocarbons, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. This increase had a positive impact on dayrates for certain of our rig classes.
The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards. However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years.
Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the long-term outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows. However, within this ultra-deepwater market, our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters is likely to result in lower utilization for our lower specification drillships and our semi-submersibles. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. We have also observed an overall demand increase in the global jackup market since 2020, with the Middle East being the largest component of this increase. While we remain encouraged about overall rig demand, to the extent global macroeconomic concerns become more prevalent and produce downward pressure on oil and gas prices, we could experience downward pressure on overall rig demand for both floaters and jackups.
As of the date of this report, the majority of our jackup fleet is positioned in the North Sea. While we are starting to see some increased tender activity in the UK North Sea, overall activity levels in this region remain subdued compared to historical levels. The Norway ultra-harsh environment jackup market is similar, where current activity also remains below
27


historical levels, despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels.
Returning to the broader offshore drilling market, while the length of contract terms has started to moderately increase, the overall market remains characterized by generally shorter-term contracts. This leads to an increased number of rig contract start-ups, both with different customers and among different regions. These rig contract start-ups and other shipyard projects may result in incremental resources and costs and, in certain cases, may delay delivery of the applicable rig which may trigger applicable late delivery clauses. A combination of customers delaying certain drilling programs and shorter-term contracts, have resulted in, and are likely to continue to result in, lower overall utilization for our fleet.
The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as our customers rebalance their capital investments more towards alternative energy sources. However, at the same time, there continues to be a global dependence on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs, both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.
We expect inflationary pressures to persist, which has led or may lead to increased costs of services. Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, such as the Russia-Ukraine conflict, Middle East conflicts, the Guyana-Venezuela dispute, and their respective regional and global ramifications, have the potential to negatively impact our ability to conduct our day-to-day operations.
Contract Drilling Services Backlog
We maintain a backlog of commitments for contract drilling services. Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. While backlog did not include any letters of intent as of September 30, 2024, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts. As of September 30, 2024, contract drilling services backlog totaled approximately $6.5 billion, which includes a commitment of approximately 70% of available days for the remainder of 2024.
We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period, and include certain assumptions based on the terms of certain contractual arrangements, discussed in the notes to the table below. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization, and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers, or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.
The table below presents the amount of our contract drilling services backlog as of September 30, 2024, and the percent of available operating days committed for the periods indicated:
Year Ending December 31,
Total
2024 (1)
2025202620272028
(In thousands)
Contract Drilling Services Backlog
Floaters (2)
$5,563,671 $693,300 $2,179,556 $1,458,562 $828,953 $403,300 
Jackups (3)
925,631137,555390,293214,723183,060
Total$6,489,302 $830,855 $2,569,849 $1,673,285 $1,012,013 $403,300 
Percent of Available Days Committed (4)
Floaters65 %49 %33 %21 %%
Jackups81 %50 %18 %14 %— %
Total70 %49 %28 %19 %— %
(1)Represents a three-month period beginning October 1, 2024.
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(2)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates for the rigs are repriced on March 1 and September 1 each year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining current contract term to August 18, 2028, related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor, and Noble Sam Croft. Under the CEA, ExxonMobil may reassign remaining contract term among rigs, subject to maintaining certain minimum contract term on the rig from which term is removed.
(3)In 2022, Noble renewed its five-year Framework Agreement with Aker BP (the “Framework Agreement”) for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible, for activities offshore Norway. Under the Framework Agreement, different rate structures apply reflecting different operating modes, agreed incentive schemes, and adjustments for operating expenses. Rate structures are adjusted annually to reflect market conditions.
(4)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold-stacked rigs, and the number of calendar days in such period.
The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates, and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified according to their terms or by mutual consent, or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business and Operations – Our current backlog of contract drilling revenue may not be ultimately realized” in our Form 10-K.
As of September 30, 2024, ExxonMobil, Petrobras, and BP represented approximately 38.0%, 13.5%, and 13.3% of our backlog, respectively.
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Results of Operations
Results for the Three Months Ended September 30, 2024 and 2023
Net income for the three months ended September 30, 2024 (the “current quarter”), was $61.2 million, or $0.40 per diluted share, on operating revenues of $800.5 million compared to net income for the three months ended September 30, 2023, of $158.3 million, or $1.09 per diluted share, on operating revenues of $697.5 million.
Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates, and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “Contract Drilling Services” below.
The following table presents the average rig utilization, operating days, and average dayrates for our rig fleet for the periods indicated:
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
Three Months Ended
September 30,
Three Months Ended
September 30,
Three Months Ended
September 30,
202420232024202320242023
Floaters72 %77 %1,418 1,348 $424,199 $403,813 
Jackups83 %64 %991 824 159,444 140,775 
Total76 %72 %2,409 2,172 $315,295 $304,040 
(1)We define utilization for a specific period as the total number of days our rigs are operating under contract divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract assets and liabilities.
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Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):
Three Months Ended September 30,Change
Operating revenues:20242023$%
Contract drilling services$763,543 $671,004 $92,539 14 %
Reimbursables and other (1)
37,006 26,446 10,560 40 %
800,549 697,450 103,099 15 %
Operating costs and expenses:
Contract drilling services$434,192 $354,199 $79,993 23 %
Reimbursables (1)
28,185 16,682 11,503 69 %
Depreciation and amortization109,879 77,146 32,733 42 %
General and administrative43,596 33,039 10,557 32 %
Merger and integration costs69,214 12,966 56,248 434 %
(Gain) loss on sale of operating assets, net
— — — — %
Hurricane losses and (recoveries), net— 2,642 (2,642)(100)%
685,066 496,674 188,392 38 %
Operating income (loss)$115,483 $200,776 $(85,293)(42)%
(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations, or cash flows.
The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):
Three Months Ended September 30,
20242023
FloatersJackupsFloatersJackups
Contract drilling services revenues$605.3 $158.2 $549.1 $121.9 
Contract drilling services costs$332.6 $101.6 $266.9 $87.3 
Average rig utilization72 %83 %77 %64 %
Operating days1,418 991 1,348 824 
Average dayrates$424,199 $159,444 $403,813 $140,775 
Total rigs— Beginning18 13 19 13 
— Acquired11 — — — 
— Disposed(1)— — — 
— Ending28 13 19 13 
Contract Drilling Services Revenues
Floaters. During the third quarter of 2024, floaters generated revenue of $605.3 million, as compared to $549.1 million in the third quarter of 2023. The increase in revenue was mainly attributable to $84.0 million provided by the 10 additional floaters acquired in connection with the Diamond Transaction as well as $56.8 million from an increase in average dayrates in the current period. These increases were partly offset by $83.4 million from rigs with net changes in operating days in the current period.
Jackups. During the third quarter of 2024, jackups generated revenue of $158.2 million, as compared to $121.9 million in the third quarter of 2023. The increase in revenue was mainly attributable to $24.8 million from an increase in average
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dayrates in the current period and $20.3 million from rigs with net changes in operating days in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $5.7 million in the current period.
Operating Costs and Expenses
Floaters. During the third quarter of 2024, total contract drilling services costs related to floaters was $332.6 million, as compared to $266.9 million in the third quarter 2023. The primary drivers of this increase were $44.0 million related to the 10 additional floaters acquired in connection with the Diamond Transaction, $7.6 million in repairs and maintenance, $4.0 million in transportation and storage, and $19.3 million in non-labor crew costs and operations support costs across the fleet. These increases were partially offset by decreases of $3.3 million in labor, and $6.0 million in mobilization.
Jackups. During the third quarter of 2024, total contract drilling services cost related to jackups was $101.6 million, as compared to $87.3 million in the third quarter 2023. The primary drivers of the aggregate increase of $29.6 million related to labor costs, repairs and maintenance, mobilization, operations support, and other costs across the fleet. These increases were partially offset by decreases in fuel and other costs across the fleet. Further, there was a decrease of $15.3 million after the completion of disposal activities regarding certain rigs.
Depreciation and amortization. Depreciation and amortization totaled $109.9 million and $77.1 million during the third quarter of 2024 and 2023, respectively. Depreciation and amortization increased by $32.7 million in the current quarter primarily due to the timing of capital additions that were placed in service as compared to retirements among the periods and the Diamond Transaction.
General and administrative. General and administrative expenses totaled $43.6 million and $33.0 million during the third quarter of 2024 and 2023, respectively. The increase was primarily a result of the Diamond Transaction and other individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.
Merger and integration costs. Noble incurred $69.2 million and $13.0 million of merger and integration costs during the third quarter of 2024 and 2023, respectively. In the third quarter of 2024, $63.1 million and $6.1 million of costs related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. Costs incurred prior to the third quarter of 2024 related to the Business Combination with Maersk Drilling in October 2022. A majority of the costs in the third quarter of 2024 attributable to the Diamond Transaction related to the closing of the transaction and included charges for professional fees, severance, and share-based compensation.
Hurricane losses and (recoveries), net. During the third quarter of 2024, costs incurred in connection with the Hurricane Ida incident were offset by accrued recoveries. For additional information about the Hurricane Ida incident, see “Note 10 — Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
Other Income and Expenses
Interest expense, net of amounts capitalized. Interest expense totaled $25.0 million and $13.0 million during the third quarter of 2024 and 2023, respectively. Interest expense primarily relates to our 8.000% Senior Notes issued in August 2024 and April 2023 as well as 8.500% Senior Secured Second Lien Notes assumed in connection with the Diamond Transaction. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Gain on bargain purchase. Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling during the third quarter of 2023. For additional information, see “Note 2 — Acquisitions” to our unaudited condensed consolidated financial statements.
Interest income and other, net. Noble recognized other income of $2.3 million and $17.2 million during the third quarter of 2024 and 2023, respectively. The third quarter of 2023 included approximately $18.0 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S.
Income tax benefit (provision). Noble recorded an income tax provision of $31.6 million and $51.7 million during the third quarter of 2024 and 2023, respectively.
During the third quarter of 2024, our tax provision included tax benefits of $36.2 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of $67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
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During the third quarter of 2023, our tax provision included tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax expenses related to contract fair value amortization of $7.4 million and various recurring quarterly accruals of $63.5 million primarily in Guyana, Australia, Denmark, and Luxembourg.
Results for the Nine Months Ended September 30, 2024 and 2023
Net income for the nine months ended September 30, 2024, was $351.7 million, or $2.37 per diluted share, on operating revenues of $2.1 billion compared to compared to net income for the nine months ended September 30, 2023, of $332.2 million, or $2.29 per diluted share, on operating revenues of $1.9 billion.
Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates, and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “Contract Drilling Services” below.
The following table presents the average rig utilization, operating days and average dayrates for our rig fleet for the periods indicated:
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
Nine Months Ended
September 30,
Nine Months Ended
September 30,
Nine Months Ended
September 30,
202420232024202320242023
Floaters69 %77 %3,658 3,966 $430,615 $366,560 
Jackups76 %65 %2,700 2,487 153,648 121,913 
Total71 %72 %6,358 6,453 $313,007 $272,279 
(1)We define utilization for a specific period as the total number of days our rigs are operating under contract divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract assets and liabilities.
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Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):
Nine Months Ended September 30,Change
Operating revenues:20242023$%
Contract drilling services$2,036,678 $1,852,474 $184,204 10 %
Reimbursables and other (1)
93,799 93,565 234 — %
$2,130,477 $1,946,039 $184,438 %
Operating costs and expenses:
Contract drilling services$1,159,913 $1,078,521 $81,392 %
Reimbursables (1)
69,196 67,484 1,712 %
Depreciation and amortization287,347 218,412 68,935 32 %
General and administrative109,226 95,428 13,798 14 %
Merger and integration costs89,163 47,049 42,114 90 %
(Gain) loss on sale of operating assets, net
(17,357)— (17,357)— %
Hurricane losses and (recoveries), net— 22,120 (22,120)(100)%
1,697,488 1,529,014 168,474 11 %
Operating income (loss)$432,989 $417,025 $15,964 %
(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations, or cash flows.
The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):
Nine Months Ended September 30,
20242023
FloatersJackupsFloatersJackups
Contract drilling services revenues$1,617.5 $419.1 $1,519.3 $333.1 
Contract drilling services costs$870.9 $289.0 $816.3 $262.2 
Average rig utilization
69 %76 %77 %65 %
Operating days
3,658 2,700 3,966 2,487 
Average dayrates
$430,615 $153,648 $366,560 $121,913 
Total rigs— Beginning19 13 19 13 
— Acquired11 — — — 
— Disposed
(2)— — — 
— Ending
28 13 19 13 
Contract Drilling Services Revenues
Floaters. During the nine months ended September 30, 2024, floaters generated revenue of $1.6 billion, as compared to $1.5 billion in the nine months ended September 30, 2023. The increase in revenue was mainly attributable to $84.0 million provided by the 10 additional floaters acquired in connection with the Diamond Transaction as well as $247.0 million from an increase in average dayrates in the current period. These increases were partly offset by $209.6 million from rigs with net changes in operating days in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $23.2 million in the current period.
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Jackups. During the nine months ended September 30, 2024, jackups generated revenue of $419.1 million, as compared to $333.1 million in the nine months ended September 30, 2023. The increase in revenue was mainly attributable to $72.8 million from an increase in average dayrates in the current period and $41.2 million from rigs with net changes in operating days in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $25.6 million in the current period.
Operating Costs and Expenses
Floaters. During the nine months ended September 30, 2024, total contract drilling services costs related to floaters was $870.9 million, as compared to $816.3 million in the nine months ended September 30, 2023. The primary drivers of this increase were $44.0 million related to the 10 additional floaters acquired in connection with the Diamond Transaction, $13.2 million in repairs and maintenance, $10.9 million in labor, $10.5 million in transportation and storage, $6.0 million in fuel, and $6.3 million in non-labor crew costs and operations support costs across the fleet. These increases were offset by a decrease of $36.3 million in mobilization.
Jackups. During the nine months ended September 30, 2024, total contract drilling services cost related to jackups was $289.0 million, as compared to $262.2 million in the nine months ended September 30, 2023. The primary drivers of the aggregate increase of $65.7 million related to labor costs, repairs and maintenance, operations support, and other costs across the fleet. These increases were partially offset by decreases in fuel and other costs across the fleet. Further, there was a decrease of $38.9 million after the completion of disposal activities regarding certain rigs.
Depreciation and amortization. Depreciation and amortization totaled $287.3 million and $218.4 million during the nine months ended September 30, 2024 and 2023, respectively. Depreciation and amortization increased by $68.9 million in the current period primarily due to the timing of capital additions that were placed in service as compared to retirements among the periods as well as an incremental amount added in connection with the Diamond Transaction.
General and administrative. General and administrative expenses totaled $109.2 million and $95.4 million during the nine months ended September 30, 2024 and 2023, respectively. The increase was primarily a result of the Diamond Transaction and other individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.
Merger and integration costs. Noble incurred $89.2 million and $47.0 million of merger and integration costs during the nine months ended September 30, 2024 and 2023, respectively, primarily as a result of the Diamond Transaction and the Business Combination with Maersk Drilling. During the current period, $69.4 million and $19.8 million of costs related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. Costs incurred prior to 2024 related to the Business Combination with Maersk Drilling in October 2022. A majority of the costs attributable to the Diamond Transaction related to the closing of the transaction and included charges for professional fees, severance, and share-based compensation.
Hurricane losses and (recoveries). During the nine months ended September 30, 2024, costs incurred in connection with the Hurricane Ida incident were offset by accrued recoveries. For additional information about the Hurricane Ida incident, see “Note 10 — Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
Other Income and Expenses
Interest expense, net of amounts capitalized. Interest expense totaled $54.5 million and $44.5 million during the nine months ended September 30, 2024 and 2023, respectively. Interest expense primarily relates to our 8.000% Senior Notes issued in August 2024 and in April 2023, which refinanced prior debt assumed in the Business Combination with Maersk Drilling in October 2022 as well as 8.500% Senior Secured Second Lien Notes assumed in connection with the Diamond Transaction. In the nine months ended September 30, 2024, $3.5 million of interest expense related to non-income taxes partially offset decreases in interest on debt. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Gain on bargain purchase. Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling during the third quarter of 2023. For additional information, see “Note 2 — Acquisitions” to our unaudited condensed consolidated financial statements.
Interest income and other, net. Noble recognized other losses of $10.6 million and other income of $16.3 million during the nine months ended September 30, 2024 and 2023, respectively. The nine months ended September 30, 2023, included approximately $18.0 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S.
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Income tax benefit (provision). Noble recorded an income tax provision of $16.2 million and $35.2 million during the nine months ended September 30, 2024 and 2023, respectively.
During the nine months ended September 30, 2024, our tax provision included tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits are offset by recurring quarterly accruals of $134.0 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
During the nine months ended September 30, 2023, our tax provision included tax benefits of $113.5 million related to releases of valuation allowance for deferred tax benefits in Guyana, Luxembourg, Norway and Switzerland; a tax benefit of $6.8 million related to a Ghana uncertain tax position release, and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $16.3 million, and various recurring quarterly accruals of $131.3 million primarily in Guyana, Australia, Denmark, and Luxembourg.
Liquidity and Capital Resources
Amended and Restated Senior Secured Revolving Credit Agreement
On April 18, 2023, Noble entered into the 2023 Revolving Credit Agreement. The Revolving Credit Facility under the 2023 Revolving Credit Agreement provides for commitments of $550 million with maturity in 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes.
As of September 30, 2024, we had no borrowings outstanding and $24.0 million of letters of credit issued under the 2023 Revolving Credit Facility. For additional information about our 2023 Revolving Credit Facility as of September 30, 2024, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
8.000% Senior Notes due 2030
In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 at a premium of 103% bringing the total outstanding principal amount to $1.4 billion. The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the Guarantors, and U.S. Bank Trust Company, National Association, as trustee. For additional information about the 2030 Senior Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Diamond Second Lien Notes due 2030
In connection with the Diamond Transaction, the Company assumed $550 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC. For additional information about the Diamond Second Lien Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.
Diamond Credit Facility
In connection with the Diamond Transaction, the Company terminated Diamond’s $300 million senior secured revolving credit facility, which was scheduled to mature in April 2026. At the time of the merger and termination, Diamond had no outstanding borrowings under the facility.
Sources and Uses of Cash
Our principal sources of capital in the current period were cash generated from operating activities as well as net proceeds from the issuance of additional 2030 Notes. Cash on hand during the current period was primarily used for the following:
cash consideration and fees related to the Diamond Transaction;
normal recurring operating expenses;
planned and discretionary capital expenditures;
fees and expenses related to merger and integration costs;
share repurchases and dividend payments; and
certain contractual cash obligations and commitments.
Our anticipated cash flow needs, both in the short term and long term, may also include repurchases, redemptions, or repayments of debt and interest.
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We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand, proceeds from sales of assets, or borrowings under the 2023 Revolving Credit Facility and we believe this will provide us with sufficient liquidity to fund our cash flow needs over the next 12 months. Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. In 2023 and during the first three quarters of 2024, we incurred additional expenses and capital costs related to the damage and repair of two jackup rigs. Additionally, during the third quarter of 2024, we incurred additional expenses and capital costs related to the damage and repair of one floater. These incurred costs exceeded our deductible amount. As such, we have received partial insurance recoveries and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.
Net cash provided by operating activities was $519.3 million and $286.8 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 2024 was primarily attributable to improvements in cash flows from operating assets and liabilities, with key drivers being an increase in payments from customers offset by a reduction in payments to vendors. We had working capital of $510.2 million at September 30, 2024, and $420.1 million at December 31, 2023.
Net cash used in investing activities was $813.8 million and $268.1 million for the nine months ended September 30, 2024 and 2023, respectively, and primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs and net cash paid related to the closing of the Diamond Transaction.
Net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2024, and net cash used in financing activities was $254.8 million for the nine months ended September 30, 2023. The nine months ended September 30, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 6.9 million of our Ordinary Shares for total of $250.0 million, made dividend payments to our shareholders of $198.2 million, and paid $57.2 million in taxes withheld on vested employee share-based compensation awards. The nine months ended September 30, 2023, included the repayment of the DSF Credit Facility in full, redemption of Noble Second Lien Notes, repayment of the New DNB Credit Facility, totaling $673.4 million, and the $600.0 million issuance of 2030 Notes. We also repurchased 2.0 million of our Ordinary Shares for total of $80.0 million and made dividend payments to our shareholders of $42.4 million.
At September 30, 2024, we had a total contract drilling services backlog of approximately $6.5 billion, which includes a commitment of 70% of available days for the remainder of 2024. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”
Capital Additions
Capital additions totaled $374.3 million for the nine months ended September 30, 2024, and consisted of the following:
$214.2 million for sustaining capital;
$132.8 million in major projects, including subsea and other related projects; and
$27.3 million for rebillable capital and contract modifications.
Our total capital additions estimate for the year ending December 31, 2024, net of reimbursements, is expected to range between $480 million and $510 million, of which approximately $300 million to $330 million is currently anticipated to be spent for sustaining capital. We expect to fund these capital additions with cash generated by our operations and cash on hand.
From time to time we consider possible projects and may have certain events, such as insured losses, that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, while liquidity and preservation of capital remains our top priority, we will continue to evaluate acquisitions of drilling units from time to time.
Dividends
Our most recent quarterly dividend, totaling approximately $81.6 million (or $0.50 per share), was declared on June 10, 2024, and paid on September 26, 2024, to shareholders of record at close of business on September 12, 2024.
On November 5, 2024, Noble’s Board of Directors declared an interim quarterly cash dividend on our Ordinary Shares of $0.50 per share. The $0.50 dividend is expected to be paid on December 19, 2024, to shareholders of record at close of business on December 5, 2024.
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant
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statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by the Board of Directors.
Share Repurchases
On October 22, 2024 the Board of Directors approved a share repurchase program of up to $400 million commencing immediately after completion of the prior $400 million share repurchase. All shares purchased under the share repurchase programs are cancelled. The share repurchase programs take place within the limitations of the general authority previously granted by shareholders, or any authorization to be granted at a future general meeting of the Company. As of the date hereof, the repurchase programs do not have fixed expirations, and may be modified, suspended or discontinued at any time. The programs do not obligate the Company to acquire any particular amount of shares.
Condensed Consolidating Financial Information
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The indenture governing the Diamond Second Lien Notes contains a covenant that requires Noble Offshore Drilling, Inc. (or “NODI”, formerly Diamond Offshore Drilling, Inc.) to furnish to holders of the Diamond Second Lien Notes certain financial information relating to NODI and its subsidiaries.
The summarized financial information below reflects combined accounts of Noble Finance II, NODI, and all other subsidiaries of Noble. The financial information is presented on a combined basis and intercompany balances and transactions between entities have been eliminated.
Noble Corporation plc and Subsidiaries
Unaudited Condensed Consolidating Selected Financials
September 30, 2024
Consolidated Noble Finance II LLC
Consolidated Noble Offshore Drilling, Inc. (1)
Other
Non-guarantor Subsidiaries
of Noble
Consolidating AdjustmentsTotal
Balance Sheets
Cash and cash equivalents$211,596 $179,801 $461 $— $391,858 
Total current assets1,568,804 455,946 87,087 (701,146)1,410,691 
Total current liabilities588,894 298,270 1,260,549 (1,247,248)900,465 
Total debt1,401,271 1,171,316 — (591,350)1,981,237 
Total shareholders' equity4,469,705 864,444 4,216,892 (4,866,092)4,684,949 
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Noble Corporation plc and Subsidiaries
Unaudited Condensed Consolidating Selected Financials
Nine Months Ended September 30, 2024
Consolidated Noble Finance II LLC
Consolidated Noble Offshore Drilling, Inc. (1)
Other
Non-guarantor Subsidiaries
of Noble
Consolidating AdjustmentsTotal
Statements of Operations
Operating revenues$2,035,977 $94,380 $2,544 $(2,424)$2,130,477 
Operating costs and expenses1,533,046 95,246 69,196 — 1,697,488 
Depreciation and amortization275,990 11,357 — — 287,347 
Statements of Cash Flows
Net cash provided by (used in) operating activities$611,988 $(8,887)$(83,840)$— $519,261 
Capital expenditures(423,892)(10,562)(199)— (434,653)
Proceeds from disposal of assets, net(690)5,575 — — 4,885 
Dividend payments— — (198,150)— (198,150)
(1)Consolidated Noble Offshore Drilling, Inc. from merger effective date on September 4, 2024.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. We disclose our significant accounting policies in “Note 1— Organization and Significant Accounting Policies” to our audited consolidated financial statements included in Part II, Item 8 of our Form 10-K.
For information about our critical accounting policies and estimates, see Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Form 10-K. As of September 30, 2024, there have been no material changes to the judgments, assumptions, and estimates upon which our critical accounting policies and estimates are based.
See Part I, Item 1, Financial Statements, “Note 3 — Accounting Pronouncements,” to the unaudited condensed consolidated financial statements for a description of the recent accounting pronouncements.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no significant change in our exposure to market risk when compared to those disclosed in Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K.
Item 4. Controls and Procedures
Conclusions Regarding Disclosure Controls and Procedures
Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble, and Richard B. Barker, Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Noble, have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. On the basis of this evaluation and, as a result of the material weakness in internal control over financial reporting as described below, Mr. Eifler and Mr. Barker have concluded that Noble’s disclosure controls and procedures were not effective as of September 30, 2024.
Previously Reported Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our Form 10-K, we previously identified a material weakness in the Company’s internal control over financial reporting as the Company did not design and maintain effective controls over certain information technology general controls for an information system that is relevant to the preparation of Noble’s consolidated financial statements. Specifically, the Company did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.
The material weakness described above did not result in a misstatement to our annual or interim consolidated financial statements. However, the material weakness could result in a misstatement of our financial statement accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Remediation Plan
Noble is committed to the planning and implementation of remediation efforts to address the material weakness described above. As of the end of the third quarter of 2023, we completed the design and implementation of controls related to (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel. While we have completed the design and implementation of these controls, certain controls have not operated effectively for a sufficient period of time to demonstrate the material weakness has been remediated. Therefore, the remediation plan includes the continued operation of the newly designed and implemented controls.
Noble is working to remediate the material weakness by executing the measures outlined above, and we believe the measures described above will remediate the material weakness and strengthen our internal control over financial reporting. This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded through testing that the controls are operating effectively.
The actions that we are taking are subject to ongoing senior management review as well as Audit Committee oversight. As we continue to monitor the effectiveness of our internal control over financial reporting in the area affected by the material weakness, we will perform additional procedures, including the use of manual mitigating control procedures where necessary, and plan to employ any additional resources deemed necessary to provide assurance that our financial statements continue to be fairly stated in all material respects. As we continue to evaluate and work to improve our internal control over financial reporting, management may execute additional measures to address potential control deficiencies or modify the remediation plan described above. Management will continue reviewing and making necessary changes to our internal controls' overall design.
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Changes in Internal Control Over Financial Reporting
Other than as described above, there were no changes in Noble’s internal control over financial reporting that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Noble.
Limitations on the Effectiveness of Controls
Internal control over financial reporting includes the controls themselves, monitoring (including internal auditing practices), and actions taken to correct deficiencies as identified. There are inherent limitations to the effectiveness of internal control over financial reporting, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. The design of an internal control system is also based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that an internal control will be effective under all potential future conditions. As a result, even an effective system of internal controls can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is presented in “Note 10 — Commitments and Contingencies,” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 1A. Risk Factors
There are numerous factors that affect our business and results of operations, many of which are beyond our control. You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Form 10-K for the year ended December 31, 2023, as well as “Item 1A Risk Factors” in Part II of our Form 10-Q for the quarter ended June 30, 2024, each of which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Form 10-K for the year ended December 31, 2023, and Form 10-Q for the quarter ended June 30, 2024, except for the risk factor titled “Failure to complete the Diamond Transaction in a timely manner or at all could have adverse effects on the market value, trading price, and/or the future business results and financial condition of Noble,” which is no longer relevant.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Exercises of Warrants
During the three months ended September 30, 2024:
71,314 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 115,265 Tranche 1 Warrants; and
55,098 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 109,690 Tranche 2 Warrants.
No Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 45 Tranche 3 Warrants.
Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Form 10-K.
Share Repurchases
The following table presents information about our purchases of equity securities for the three months ended September 30, 2024:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (1)
July 1 - 31, 2024— $— — $290,174,049 
August 1 - 31, 20241,166,493 $37.90 1,166,493 $245,944,484 
September 1- 30, 20245,771,635 $35.63 5,771,635 $40,174,211 
Total6,938,128 6,938,128 $40,174,211 
(1)On November 2, 2022, we announced a share repurchase plan authorizing us to purchase up to $400 million of outstanding Ordinary Shares or Warrants, subject to restrictions under applicable law discussed in “Note 4 — Income (Loss) Per Share” to our unaudited condensed consolidated financial statements. The $400 million authorization does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. During the three months ended September 30, 2024, we repurchased 6,938,128 of our Ordinary Shares. All repurchased shares were subsequently cancelled.
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Item 5. Other Information
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended September 30, 2024, no such plans or other arrangements were adopted, terminated or modified.
Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
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Index to Exhibits
Exhibit
Number
Exhibit
2.1†
2.2
2.3†
3.1
4.1
4.2
10.1*
10.2*
31.1
31.2
32.1+
32.2+
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
44


Exhibit
Number
Exhibit
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
______________________________________________________________________________________________________________________________________________________________________________________________________________________
*    Management contract or compensatory plan or arrangement.
†    Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.
+    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
45


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Noble Corporation plc, a public limited company formed under the laws of England and Wales
/s/ Richard B. BarkerNovember 6, 2024
Richard B. Barker
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date
/s/ Jennifer YeungNovember 6, 2024
Jennifer Yeung
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Date
46
EXHIBIT 10.1
DIAMOND OFFSHORE DRILLING, INC.
2021 LONG-TERM STOCK INCENTIVE PLAN
Section 1. Purpose. The purposes of this Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan are to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and consultants to, the Company and its Subsidiaries, as defined below; (ii) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
    “Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board.
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award made or granted from time to time hereunder.
“Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. An Award Agreement may be in an electronic medium and may be limited to notation on the books and records of the Company.
“Base Salary” means the base salary or wages of the Participant excluding overtime, bonuses, contributions to or benefits under benefit plans, fringe benefits, perquisites, and other such forms of compensation. Base Salary shall include any elective contributions that are paid through a reduction in a Participant’s basic salary and which are not includible in the Participant’s gross income under Sections 125 or 402(e)(3) of the Code.
“Board” shall mean the Board of Directors of the Company.
“Cause” as a reason for a Participant’s termination of employment or service shall, unless otherwise agreed to in writing between the Participant and the Company or a Subsidiary or Affiliate of the Company, have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or a Subsidiary or Affiliate of the Company. If the Participant is not a party to an employment, severance or similar agreement with the Company or a Subsidiary or Affiliate of the Company in which such term is defined, then unless otherwise defined in the applicable Award Agreement “Cause” shall mean the Participant’s: (A) indictment for, conviction of, or plea of guilty or nolo contendere to, a felony or indictment for a crime involving dishonesty, fraud or moral turpitude; (B) willful breach of the Participant’s obligations to the Company or a Subsidiary or Affiliate of the Company; (C) willful misconduct, or any dishonest or fraudulent act or omission; (D) violation of any securities or financial reporting laws, rules or regulations or any policy of the Company or a Subsidiary or Affiliate of the Company relating to the foregoing; (E) violation of the policies of the Company or a Subsidiary or Affiliate of the Company on harassment, discrimination or substance abuse; or (F) gross negligence, gross neglect of duties or gross insubordination in the Participant’s performance of duties with the Company or a Subsidiary or Affiliate of the Company.
“Change in Control” shall mean the consummation of any one of the following events following the Company’s emergence from chapter 11 bankruptcy:
i.    the acquisition by any Person, entity or affiliated group in one or a series of transactions (other than the Company, any of its Affiliates or any trustee or other fiduciary holding securities under any employee benefit plan of the Company), of more than 50% of the outstanding voting power of the Company;
ii.    a merger, combination, amalgamation, consolidation, or any other transaction in which the holders of the Company’s common stock immediately prior to such transaction do not hold in respect of their holdings of



such stock 50% or more of the voting power of the merged, combined, amalgamated, consolidated, or other resulting entity;
iii.    a sale or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company, other than (A) to an Affiliate of the Company or (B) in connection with a spinoff involving an Affiliate of the Company or the then-current shareholders; or
    iv.    during any period of two consecutive years, Incumbent Directors cease to constitute at least a majority of the board. “Incumbent Directors” shall mean: (1) the directors who were serving at the beginning of such two-year period, or (2) any directors whose election or nomination was approved by the directors referred to in clause (1) or by a director approved under this clause (2).
For the avoidance of doubt, the Company’s emergence from chapter 11 bankruptcy shall not constitute a “Change in Control”. Further, any “re-listing” or initial public offering of the securities of the Company on a nationally recognized exchange shall not be deemed to be a Change in Control under the Plan.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board to administer the Plan and composed of not less than two directors, each of whom is required to be a “Non-Employee Director” (within the meaning of Rule 16b-3) if and to the extent Rule 16b-3 is applicable to the Company and the Plan and an “outside director” (within the meaning of Section 162(m) of the Code) if and to the extent the Board determines it is necessary or appropriate to satisfy the conditions of any available exemption from the deduction limit under Section 162(m) of the Code. If at any time such a committee has not been so designated or is not so composed, the Board shall constitute the Committee.
“Company” shall mean Diamond Offshore Drilling, Inc., together with any successor thereto.
“Continuous Service” shall mean the absence of any interruption or termination of service as an employee, director or consultant. Continuous Service shall not be considered interrupted in the case of (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Committee, in each case, provided that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or applicable law, or unless provided otherwise pursuant to Company policy, as adopted from time to time; or (iv) in the case of transfer between locations of the Company or between the Company, its Subsidiaries or Affiliates or their respective successors. Changes in status between service as an employee, a director and a consultant will not constitute an interruption of Continuous Service; provided, however, that, unless otherwise determined by the Committee, consultants providing services to the Company or a Subsidiary or Affiliate of the Company for less than 32 hours per month shall incur an interruption of Continuous Service.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Fair Market Value” shall mean, unless otherwise defined in the applicable Award Agreement (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to the Shares, as of any date, (1) the closing sale price (excluding any “after hours” trading) of the Shares as reported on the applicable nationally recognized exchange for such date (or if not then trading on the applicable nationally recognized exchange, the closing sale price of the Shares on the stock exchange or over-the-counter market on which the Shares are principally trading on such date), or, (x) if there were no sales on such date or (y) for the purpose of establishing Fair Market Value in connection with the vesting of an Award or the release of Shares, on the closest preceding date on which there were sales of Shares or (2) in the event there shall be no public market for the Shares on such date, the fair market value of the Shares as determined in good faith by the Committee.
“GAAP” shall mean United States Generally Accepted Accounting Principles.
2


“Good Reason” as a reason for a Participant’s termination of employment or service shall, unless otherwise agreed to in writing between the Participant and the Company or a Subsidiary or Affiliate of the Company, have the meaning assigned such term in the employment, severance or similar agreement, if any, between the Participant and the Company or a Subsidiary or Affiliate of the Company. If the Participant is not a party to an employment, severance agreement or similar agreement with the Company or a Subsidiary or Affiliate of the Company in which such term is defined, then unless otherwise defined in the applicable Award Agreement, for purposes of this Plan, “Good Reason” shall mean (i) a material reduction (i.e., at least a 10% reduction) by the Company or a Subsidiary or Affiliate of the Company in the Participant’s Base Salary; or (ii) a material diminution in the Participant’s duties and responsibilities; provided that no termination shall be deemed to be for Good Reason unless (a) the Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 60 days after the initial existence of the occurrence of such facts or circumstances, (b) the Company has failed to cure such facts or circumstances within 30 days of its receipt of such written notice, and (c) the effective date of the termination for Good Reason occurs no later than one 180 days after the initial existence of the facts or circumstances constituting Good Reason.
“Incentive Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. Incentive Stock Options may be granted only to Participants who meet the definition of “employees” under Section 3401(c) of the Code.
“Non-Qualified Stock Option” shall mean a right to purchase Shares from the Company that is granted under Section 6 of the Plan and that is not intended to be an Incentive Stock Option.
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
“Other Stock-Based Award” shall mean any right granted under Section 10 of the Plan.
“Participant” shall mean any (i) employee of, or consultant to, the Company or its Subsidiaries, or non-employee director who is a member of the Board or the board of directors of a Subsidiary of the Company, eligible for an Award under Section 5 and selected by the Committee to receive an Award under the Plan or (ii) any employee of, or consultant to, an Affiliate, eligible for a cash-settled Performance Award or cash-settled Restricted Stock Unit under Section 5 and selected by the Committee to receive a cash-settled Performance Award or a cash-settled Restricted Stock Unit under the Plan.
“Performance Award” shall mean any right granted under Section 9 of the Plan.
“Performance Criteria” shall mean the measurable criterion or criteria that the Committee selects for purposes of establishing the Performance Goal(s) for a Performance Period with respect to any performance-based award under the Plan. The Performance Criteria used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (or a Subsidiary, Affiliate, division or operational unit of the Company) in respect of any of the following metrics, in addition to any other factors or metrics determined by the Committee, whether determined on a GAAP or non-GAAP basis: revenue, operating income, contribution, day sales outstanding, return on net assets, return on stockholders’ equity, return on assets, return on capital, stockholder returns (on an absolute or relative basis), profit margin, operating margin, contribution margin, earnings per Share, net earnings, operating earnings, free cash flow, cash flow from operations, earnings before interest, taxes, depreciation and amortization (EBITDA), including adjusted EBITDA, number of customers, operating expenses, capital expenses, customer acquisition costs, Share price, sales, bookings, or market share.
“Performance Goals” shall mean, for a Performance Period, one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. The Committee is authorized, in its sole discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants, including, without limitation (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development affecting the Company; or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the
3


Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions.
“Performance Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a performance-based award.
“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company and its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareowners of the Company in substantially the same proportions as their ownership of stock of the Company.
“Plan” shall mean this Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan.
“Restricted Stock” shall mean any Share granted under Section 8 of the Plan.
“Restricted Stock Unit” shall mean any unit granted under Section 8 of the Plan.
“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.
“SEC” shall mean the Securities and Exchange Commission or any successor thereto and shall include the staff thereof.
“Shares” shall mean the fully diluted common stock of the Company, $0.0001 par value, or such other securities of the Company (i) into which such common stock shall be changed by reason of a recapitalization, merger, consolidation, split-up, combination, exchange of shares or other similar transaction or (ii) as may be determined by the Committee pursuant to Section 4(b) of the Plan.
“Stock Appreciation Right” shall mean any right granted under Section 7 of the Plan.
“Subsidiary” of any Person means another Person (other than a natural Person), an aggregate amount of the voting securities, other voting ownership or voting partnership interests, of which is sufficient to elect at least a majority of the Board or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which is owned directly or indirectly by such first Person).
“Substitute Awards” shall mean any Awards granted under Section 4(a)(iii) of the Plan.
Section 3. Administration. (a) The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or cancelled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee (in each case consistent with Section 409A of the Code); (vii) interpret, administer or reconcile any inconsistency, correct any defect, resolve ambiguities and/or supply any omission in the Plan, any Award Agreement, and any other instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such
4


agents as it shall deem appropriate for the proper administration of the Plan; (ix) establish and administer Performance Goals and certify or determine whether, and to what extent, they have been attained; (x) adopt and approve any supplements to or amendments, restatements or alternative versions of the Plan (including, without limitation, sub-plans) in accordance with Section 11 and Section 13(n) of the Plan; and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(b)    Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary or Affiliate of the Company, any Participant, any holder or beneficiary of any Award, and any stockholder.
(c)    The mere fact that a Committee member shall fail to qualify as a “Non-Employee Director”, if applicable, or, if applicable, an “outside director” within the meaning of Rule 16b-3 shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan.
(d)    No member of the Committee shall be liable to any Person for any action or determination made in good faith with respect to the Plan or any Award hereunder.
(e)    The Committee may delegate to one or more officers of the Company (or, in the case of awards of Shares, the Board may delegate to a committee made up of one or more directors) the authority to grant Awards to Participants who are not executive officers or directors of the Company subject to Section 16 of the Exchange Act.
Section 4. Shares Available for Awards.
(a)    Shares Available.
(i)    Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Awards may be granted from time to time under the Plan shall in the aggregate not exceed the sum of (i) 11,111,111, plus (ii) the number of Shares that become available for issuance under Section 4(a)(ii) of this Plan; provided, that, subject to adjustment as provided for in Section 4(b), the aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be 4,000,000. Subject to adjustment as provided in Section 4(b), the maximum number of Shares with respect to which Awards (other than Incentive Stock Options) may be granted to any Participant in respect of any fiscal year shall be 8,000,000. Subject to adjustment as provided in Section 4(b), and notwithstanding the foregoing limitation, or any plan or program of the Company or any Subsidiary to the contrary, the maximum amount of compensation that may be paid to any single non-employee member of the Board in respect of any single fiscal year (including Awards under the Plan, determined based on the Fair Market Value of such Award as of the grant date, as well as any retainer fees, but excluding any amounts paid in respect of a director’s first year of service with the Company, and excluding any special committee fees) shall not exceed $2,000,000 (the “Non-Employee Director Compensation Limit”).
(ii)    If any Shares subject to an Award are forfeited, cancelled, or exchanged or if an Award terminates or expires without a distribution of Shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, termination or expiration, again be available for Awards under the Plan. For the avoidance of doubt, if two Awards are granted together in tandem, the Shares underlying any portion of the tandem Award which is not exercised or not otherwise settled in Shares will again be available for Awards under the Plan. Upon payment in cash of the benefit provided by any Award granted under this Plan, any Shares that were covered by that Award will again be available for Awards under the Plan. If, under this Plan, a Participant has elected to give up the right to receive cash compensation in exchange for Shares based on fair market value, such Shares will not count against the aggregate limit described in Section 4(a)(i). Notwithstanding the foregoing, any Shares which (1) are tendered to or withheld by the Company to satisfy payment or applicable tax withholding requirements in connection with the vesting or delivery of an Award, (2) are withheld by the Company upon exercise of an Option pursuant to a “net exercise” arrangement, or (3) underlie a Stock Appreciation Right that
5


is settled in Shares, shall not again be available for Awards under the Plan. In addition, Shares that are purchased by the Company in the open market pursuant to any repurchase plan or program, whether using Option proceeds or otherwise, shall not be made available for grants of Awards under the Plan, nor shall such number of purchased shares be added to the limit described in Section 4(a)(i).
(iii)    Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Shares underlying any Substitute Awards shall not be counted against the aggregate number of Shares available for Awards under the Plan.
(iv)    In the event that an entity acquired by the Company or with which it combines has shares available under a pre-existing plan (“Target Company Plan”) previously approved by stockholders and not adopted in contemplation of such acquisition, merger or other combination, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) (“Assumed Available Shares”) may be used for Awards under this Plan made after such acquisition or merger; provided, however, that Awards using such Assumed Available Shares may not be made after the deadline for new awards or grants under the terms of the Target Company Plan, and may only be made to individuals who were not employees or directors of the Company or any subsidiary prior to such acquisition, merger or other combination. The Awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan if such Awards comply with the terms of the Target Company Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.
(b)    Adjustments. Notwithstanding any provisions of the Plan to the contrary, in the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other corporate transaction or event affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall equitably adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, including any appropriate adjustments to the individual limitations applicable to Awards set forth in Section 4(a)(i); provided, however, that any adjustment to such individual limitations will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award, which, in the case of Options and Stock Appreciation Rights shall equal the excess, if any, of the Fair Market Value of the Share subject to each such Option or Stock Appreciation Right over the per Share exercise price or grant price of such Option or Stock Appreciation Right.
(c)    Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.
Section 5. Eligibility. Any employee of, or consultant to, the Company or any of its Subsidiaries (including any prospective employee), or non-employee director who is a member of the Board or the board of directors of a Subsidiary of the Company, shall be eligible to be selected as a Participant and receive any Award as determined by the Committee.
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Section 6. Stock Options.
(a)    Grant. Subject to the terms of the Plan, the Committee shall have sole authority to determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the exercise price thereof and the conditions and limitations applicable to the exercise of the Option. The Committee shall have the authority to grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to grant both types of Options. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. All Options when granted under the Plan are intended to be Non-Qualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. If an Option is intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options. No Option shall be exercisable more than ten years from the date of grant.
(b)    Exercise Price. The Committee shall establish the exercise price at the time each Option is granted, which exercise price shall be set forth in the applicable Award Agreement and which exercise price (except with respect to Substitute Awards) shall not be less than the Fair Market Value per Share on the date of grant.
(c)    Exercise. Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement. The applicable Award Agreement shall specify the period or periods of Continuous Service by the Participant that is necessary before the Option or installments thereof will become exercisable. The Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable.
(d)    Payment. (i) No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the aggregate exercise price therefor is received by the Company. Such payment may be made (A) in cash, or its equivalent, or (B) subject to the Company’s consent, by exchanging Shares owned by the optionee (which are not the subject of any pledge or other security interest and which have been owned by such optionee for at least six months), or (C) subject to such rules as may be established by the Committee and applicable law, through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price, or (D) subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), or (E) by a combination of the foregoing, or (F) by such other methods as may be approved by the Committee, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company or withheld as of the date of such tender or withholding is at least equal to such aggregate exercise price.
(ii)    Wherever in this Plan or any Award Agreement a Participant is permitted to pay the exercise price of an Option or taxes relating to the exercise of an Option by delivering Shares, the Participant may, subject to procedures satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of such Shares, in which case the Company shall treat the Option as exercised without further payment and shall withhold such number of Shares from the Shares acquired by the exercise of the Option.
Section 7. Stock Appreciation Rights.
(a)    Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Stock Appreciation Rights shall be granted, the number of Shares to be covered by each Stock Appreciation Right Award, the grant price thereof and the conditions and limitations applicable to the exercise thereof. Stock Appreciation Rights may be granted in tandem with another Award, in addition to another Award, or
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freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in addition to an Award may be granted either before, at the same time as the Award or at a later time. No Stock Appreciation Right shall be exercisable more than ten years from the date of grant.
(b)    Exercise and Payment. A Stock Appreciation Right shall entitle the Participant to receive an amount equal to the excess of the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right over the grant price thereof (which grant price (except with respect to Substitute Awards) shall not be less than the Fair Market Value on the date of grant). The Committee shall determine in its sole discretion whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares.
(c)    Other Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine, at the grant of a Stock Appreciation Right, the term, methods of exercise, methods and form of settlement, and any other terms and conditions of any Stock Appreciation Right. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate.
Section 8. Restricted Stock and Restricted Stock Units.
(a)    Grant. Subject to the provisions of the Plan, the Committee shall have sole authority to determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be granted to each Participant, the duration of the period during which, and the conditions, if any, under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, and the other terms and conditions of such Awards.
(b)    Transfer Restrictions. Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except, in the case of Restricted Stock, as provided in the Plan or the applicable Award Agreements. Unless otherwise directed by the Committee, (i) certificates issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company, or (ii) Shares of Restricted Stock shall be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock. Upon the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall, as applicable, either deliver such certificates to the Participant or the Participant’s legal representative or the transfer agent shall remove the restrictions relating to the transfer of such Shares.
(c)    Payment. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon or after the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. No dividends shall be paid on any Shares of Restricted Stock and no dividend equivalents shall be paid on any Restricted Stock Units prior to the vesting of the Restricted Stock or Restricted Stock Units, as applicable.
Section 9. Performance Awards.
(a)    Grant. The Committee shall have sole authority to determine the Participants who shall receive a “Performance Award”, which shall consist of a right which is (i) denominated in cash or Shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such Performance Goals during such Performance Periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.
(b)    Terms and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the Performance Goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award.
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(c)    Payment of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period as set forth in the Award Agreement on the date of grant.
Section 10. Other Stock-Based Awards.
        The Committee shall have authority to grant to Participants an “Other Stock-Based Award”, which shall consist of any right which is (i) not an Award described in Sections 6 through 9 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of the Plan; provided that any such rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock-Based Award, including the price, if any, at which securities may be purchased pursuant to any Other Stock-Based Award granted under this Plan.
Section 11. Amendment and Termination.
(a)    Amendments to the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that if an amendment to the Plan (i) would materially increase the benefits accruing to Participants under the Plan, (ii) would materially increase the number of securities which may be issued under the Plan, (iii) would materially modify the requirements for participation in the Plan, (iv) would increase the Non-Employee Director Compensation Limit, or (v) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the applicable nationally recognized exchange, or, if the Shares are not traded on the applicable nationally recognized exchange, the principal national securities exchange upon which the Shares are traded or quoted, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained; and provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective as to such Participant without the written consent of the affected Participant, holder or beneficiary.
(b)    Amendments to Awards. The Committee may amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore granted; provided that any such amendment, alteration, suspension, discontinuance, cancellation, or termination that would impair the rights of any Participant or any holder or beneficiary of any Award previously granted shall not be effective as to such Participant without the written consent of the affected Participant, holder or beneficiary.
(c)    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable adjustments in the terms and conditions of, and the criteria included in, all outstanding Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary of the Company, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
(d)    Repricing. Except in connection with a corporate transaction or event described in Section 4(b) hereof, the terms of outstanding Awards may not be amended to reduce the exercise price of Options or the grant price of Stock Appreciation Rights, or cancel Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price or grant price, as applicable, that is less than the exercise price of the original Options or grant price of the original Stock Appreciation Rights, as applicable, without stockholder approval. This Section 11(d) is intended to prohibit the repricing of “underwater” Options and Stock Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 4(b) of this Plan.
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Section 12. Change in Control. In the event of a Change in Control, and except as otherwise provided by the Committee in an Award Agreement, a Participant’s Awards will be treated as follows:
(a)    If an Award is continued, assumed, replaced, converted or has new rights substituted therefor by the resulting or continuing entity, as determined by the Committee, and in a manner consistent with the requirements of Section 409A of the Code, then any restrictions to which such Award is subject shall not lapse upon a Change in Control and such Awards, as continued, assumed, replaced, converted or substituted, shall continue to be subject to the terms and conditions as in effect immediately prior to the Change in Control; provided, that with respect to any outstanding Award that is subject to Performance Goals, the Committee may provide that such Award will be converted, assumed or replaced by the resulting or continuing entity as if target performance had been achieved as of the date of the Change in Control and such Awards would continue to remain subject to the time-based service requirements, if any. Except as otherwise provided in an Award Agreement, to the extent outstanding Awards granted under this Plan are continued, assumed, replaced, converted or substituted in accordance with this Section 12(a), if a Participant’s employment or service is terminated without Cause by the Company or a Subsidiary or Affiliate of the Company or a Participant terminates his or her employment or service with the Company or a Subsidiary or Affiliate of the Company for Good Reason, in either case, during the two year period immediately following a Change in Control, all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable.
(b)    If Awards are not continued, assumed, replaced, converted or substituted in accordance with Section 12(a), then a Participant’s Awards may be treated in accordance with one or more of the following methods, as determined by the Committee in its sole discretion:
(i)    The Committee may accelerate the exercisability of, or lapse of restrictions on, Awards or provide for a period of time for exercise prior to the occurrence of the Change in Control (with such exercise being contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice to exercise for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void);
(ii)     Any one or more outstanding Awards may be cancelled and the Committee may cause to be paid to the holders thereof, in cash, shares of common stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which, if applicable, may be based upon the price per Share received or to be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or Stock Appreciation Right, a cash payment in an amount equal to the excess, if any, of the fair market value (as determined by the Committee) of the Shares subject to such Option or Stock Appreciation Right over the aggregate exercise price of such Option or Stock Appreciation Right, respectively (it being understood that, in such event, any Option or Stock Appreciation Right having a per share exercise price equal to, or in excess of, the fair market value of a Share subject thereto may be canceled and terminated without any payment or consideration therefor); and/or
(iii)    The Committee may, in its sole discretion, make any other determination as to the treatment of Awards in connection with such Change in Control as the Committee may determine.
(c)    Notwithstanding anything in this Plan or any Award Agreement to the contrary, to the extent any provision of this Plan or an Award Agreement would cause a payment of deferred compensation that is subject to Section 409A of the Code to be made upon the occurrence of (i) a Change in Control, then such payment shall not be made unless such Change in Control also constitutes a “change in ownership”, “change in effective control” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Section 409A of the Code or (ii) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A of the Code. Any payment that would have been made except for the application of the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change in Control or termination of employment or service but disregarding any future service or performance requirements. Notwithstanding
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anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).
Section 13. General Provisions.
(a)    Nontransferability.
(i)    Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative.
(ii)    No Award may be sold, assigned, alienated, pledged, attached or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported sale, assignment, alienation, pledge, attachment, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary or Affiliate of the Company; provided that the designation of a beneficiary shall not constitute a sale, assignment, alienation, pledge, attachment, transfer or encumbrance.
(iii)    Notwithstanding the foregoing, the Committee may, in the applicable Award Agreement evidencing an Option granted under the Plan or at any time thereafter in an amendment to an Award Agreement, provide that Options which are not intended to qualify as Incentive Options may be transferred by the Participant to whom such Option was granted (the “Grantee”) without consideration, after such time as all vesting conditions with respect to such Option have been satisfied, and subject to such rules as the Committee may adopt to preserve the purposes of the Plan, to: (1) the Grantee’s spouse, children or grandchildren (including adopted and stepchildren and grandchildren) (collectively, the “Immediate Family”); (2) a trust solely for the benefit of the Grantee and his or her Immediate Family; or (3) a partnership, corporation or limited liability company whose only partners, members or stockholders are the Grantee and his or her Immediate Family; (each transferee described in clauses (1), (2) and (3) above is hereinafter referred to as a “Permitted Transferee”); provided that the Grantee gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Grantee in writing that such a transfer would comply with the requirements of the Plan and any applicable Award Agreement evidencing the Option.
The terms of any Option transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan or in an Award Agreement to an optionee, Grantee or Participant shall be deemed to refer to the Permitted Transferee, except that (a) Permitted Transferees shall not be entitled to transfer any Options, other than by will or the laws of descent and distribution; (b) Permitted Transferees shall not be entitled to exercise any transferred Options unless there shall be in effect a registration statement on an appropriate form covering the Shares to be acquired pursuant to the exercise of such Option if the Committee determines that such a registration statement is necessary or appropriate, (c) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Grantee under the Plan or otherwise and (d) the consequences of termination of the Grantee’s employment by, or services to, the Company under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Grantee, following which the Options shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.
(iv)    Notwithstanding anything to the contrary herein, only gratuitous transfers of Awards shall be permitted. In no event may any Award granted under this Plan be transferred for value.
(b)    Dividend Equivalents. No dividends or dividend equivalents shall be paid on any Award prior to vesting. In the sole discretion of the Committee, an Award (other than Options or Stock Appreciation Rights), whether made as an Other Stock-Based Award described in Section 10 or as an Award granted pursuant to Sections 6 through 9 hereof, may provide the Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a deferred basis; provided, that such dividends or dividend equivalents shall be subject to the same vesting conditions as the Award to which such dividends or dividend equivalents relate.
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(c)    No Rights to Awards. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).
(d)    Share Certificates. Shares or other securities of the Company or any Subsidiary of the Company delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(e)    Withholding. (i) A Participant may be required to pay to the Company or any Subsidiary or Affiliate of the Company, and the Company or any Subsidiary or Affiliate of the Company shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.
(ii)    Without limiting the generality of clause (i) above, subject to the Company’s consent, a Participant may satisfy, in whole or in part, the foregoing withholding liability by delivery of Shares owned by the Participant (which are not subject to any pledge or other security interest and which have been owned by the Participant for at least six months) with a Fair Market Value equal to such withholding liability or by having the Company withhold from the number of Shares otherwise deliverable to the Participant with respect to an Award a number of Shares with a Fair Market Value equal to such withholding liability as determined by the Company, or by such other methods as may be approved by the Committee, including, but not limited to, through a “broker-assisted” cashless exercise.
(iii)    Notwithstanding any provision of this Plan to the contrary, in connection with the transfer of an Option to a Permitted Transferee pursuant to Section 13(a), the Grantee shall remain liable for any withholding taxes required to be withheld upon the exercise of such Option by the Permitted Transferee.
(f)    Detrimental Activity and Recapture. Awards hereunder shall be subject to cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant during employment or other service with the Company or a subsidiary, shall engage in activity detrimental to the Company, whether discovered before or after the employment or service period. In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provision intended to have a similar effect, upon such terms and conditions as may be required by the Committee under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the Shares may be traded, or pursuant to any policy implemented or adopted by the Company.
(g)    Award Agreements. Each Award hereunder that is not immediately vested and delivered as of its date of grant shall be evidenced by an Award Agreement which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including but not limited to, the effect on such Award of the death, disability or termination of employment or service of a Participant and the effect, if any, of such other events as may be determined by the Committee.
(h)    No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate of the Company from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of options, restricted stock, Shares and other types of
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Awards provided for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases.
(i)    No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, or as a director on the Board or board of directors, as applicable, of, the Company or any Subsidiary or Affiliate of the Company. Further, the Company or a Subsidiary or Affiliate of the Company may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or any applicable employment contract or agreement.
(j)    No Rights as Stockholder. Subject to the provisions of the applicable Award, no Participant or holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Stock hereunder, the applicable Award shall specify if and to what extent the Participant shall be entitled to the rights of a stockholder in respect of such Restricted Stock.
(k)    Governing Law. Unless otherwise provided for in an applicable Award Agreement, the validity, construction, and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware, applied without giving effect to its conflict of laws principles.
(l)    Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.
(m)    Other Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or result in any liability under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws.
(n)    Foreign Employees. In order to facilitate the making of any Award or combination of Awards under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary or Affiliate of the Company outside of the United States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.
(o)    No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary or Affiliate of
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the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary or Affiliate of the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary or Affiliate of the Company.
(p)    No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.
(q)    Deferrals. In the event the Committee permits a Participant to defer any Award payable in the form of cash, all such elective deferrals shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code.
(r)    Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Section 14. Compliance with Section 409A of the Code.
(a)    To the extent applicable, it is intended that this Plan and any grants made hereunder comply with, or be exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of Treasury or the Internal Revenue Service. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.
(b)    Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.
(c)    Notwithstanding anything to the contrary in the Plan or any award agreement, to the extent that the Plan and/or Awards granted hereunder are subject to Section 409A of the Code, the Committee may, in its sole discretion and without a Participant’s prior consent, amend the Plan and/or Award, adopt policies and procedures, or take any other actions (including, without limitation, amendments, policies, procedures and actions with retroactive effect) as the Committee determines are necessary or appropriate to (i) exempt the Plan and/or any Award from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any such Award, or (iii) comply with the requirements of Section 409A of the Code, including, without limitation, any regulations or other guidance that may be issued after the date of the grant.
(d)    If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section
14


409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the earlier of the first business day of the seventh month following separation from service or death.
Section 15. Term of the Plan.
(a)    Effective Date. This Plan shall become effective upon the Company’s emergence from chapter 11 bankruptcy, subject to adoption and approval by the Company’s Board of Directors (the “Effective Date”).
(b)    Expiration Date. No grant will be made under this Plan more than ten years after the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.
15
EXHIBIT 10.2
FIRST AMENDMENT TO THE
DIAMOND OFFSHORE DRILLING, INC.
2021 LONG-TERM STOCK INCENTIVE PLAN

    WHEREAS, Diamond Offshore Drilling, Inc. (“Diamond”) previously adopted the Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan (the “Plan”);
    WHEREAS, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 9, 2024, by and among Noble Corporation plc (“Noble”), Diamond, Dolphin Merger Sub 1, Inc. (“Merger Sub 1”), and Dolphin Merger Sub 2, Inc. (“Merger Sub 2”), Merger Sub 1 merged with and into Diamond, with Diamond continuing as the surviving company, and immediately thereafter, Diamond merged with and into Merger Sub 2, with Merger Sub 2 surviving and continuing as an indirect wholly owned subsidiary of Noble (the “Merger”);
    WHEREAS, in connection with the consummation of the Merger, outstanding Restricted Stock Units (as defined in the Plan) were assumed by Noble in accordance with the terms of the Merger Agreement but remain subject to the terms and conditions of the Plan;
    WHEREAS, in connection with the assumption of the Restricted Stock Units, the Plan was assumed by Noble; and
    WHEREAS, Noble desires to document certain amendments to the Plan in connection with the Merger and such equity award assumptions.
    NOW, THEREFORE, effective as of immediately following the Effective Time (as defined in the Merger Agreement):
1.    The definition of the “Company” in the Plan shall be amended to “Noble Corporation plc, a public limited company organized under the laws of England and Wales, together with any successor thereto,” and all references in the Plan to the “Company” shall be deemed to refer to “Noble Corporation plc.”

2.    References in the Plan to “the Company’s emergence from chapter 11 bankruptcy” shall continue to refer to Diamond’s emergence from chapter 11 bankruptcy which occurred on April 23, 2021.

3.    References in the Plan to a “Share” or “Shares” shall refer to the “Class A ordinary shares of the Company, par value $0.00001 per share, or any stock or other security hereafter allotted and issued or which may be allotted and issuable in substitution or exchange therefor.”





4.    Section 4(a) of the Plan shall be amended and restated in its entirety, as follows:
“Notwithstanding any other provision herein, as a result of the merger contemplated by that certain Agreement and Plan of Merger, dated as of June 9, 2024, by and among Noble Corporation plc, Diamond Offshore Drilling, Inc., Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc. (the “Merger Agreement”), the aggregate number of Shares that may be issued or allotted under the Plan from and after the Effective Time (as defined in the Merger Agreement) shall not exceed 362,202 Shares, which, for the avoidance of doubt, equals the number of Shares underlying outstanding Awards granted under the Plan as of the Effective Time, as adjusted by the Equity Award Exchange Ratio (as defined in the Merger Agreement) (the “Post-Transaction Share Pool”).
The Post-Transaction Share Pool now constitutes the total and exclusive Share reserve available for future issuance under the Plan. No additional Shares beyond those included in the Post-Transaction Share Pool shall be available for future issuance unless further amendment by the Company in accordance with the terms of the Plan.”
5.    All capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Plan. Except as expressly amended hereby, the Plan shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]



    IN WITNESS WHEREOF, the undersigned has executed this First Amendment to the Diamond Offshore Drilling, Inc. 2021 Long-Term Stock Incentive Plan effective as of the Effective Time.


NOBLE CORPORATION PLC
By:/s/ Jennie Howard
Jennie Howard
SVP, General Counsel and Secretary



EXHIBIT 31.1
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

I, Robert W. Eifler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Noble Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Robert W. EiflerNovember 6, 2024
Robert W. EiflerDate
President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales


EXHIBIT 31.2
CERTIFICATION PURSUANT TO
EXCHANGE ACT RULE 13a-14(a) OR RULE 15d-14(a)

I, Richard B. Barker, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Noble Corporation plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Richard B. BarkerNovember 6, 2024
Richard B. BarkerDate
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales



EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Robert W. Eifler, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Robert W. EiflerNovember 6, 2024
Robert W. EiflerDate
President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales


EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Richard B. Barker, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard B. BarkerNovember 6, 2024
Richard B. BarkerDate
Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-41520  
Entity Registrant Name Noble Corporation plc  
Entity Incorporation, State or Country Code X0  
Entity Tax Identification Number 98-1644664  
Entity Address, Address Line One 13135 Dairy Ashford, Suite 800  
Entity Address, City or Town Sugar Land  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 77478  
City Area Code (281)  
Local Phone Number 276-6100  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Bankruptcy Proceedings, Reporting Current true  
Entity Common Stock, Shares Outstanding   160,370,364
Entity Central Index Key 0001895262  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Common Stock    
Document Information [Line Items]    
Title of 12(b) Security A Ordinary Shares, par value $0.00001 per share  
Trading Symbol NE  
Security Exchange Name NYSE  
Tranche 1 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 1 Warrants of Noble Corporation plc  
Trading Symbol NE WS  
Security Exchange Name NYSE  
Tranche 2 Warrants    
Document Information [Line Items]    
Title of 12(b) Security Tranche 2 Warrants of Noble Corporation plc  
Trading Symbol NE WSA  
Security Exchange Name NYSE  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 391,858 $ 360,794
Accounts receivable, net 752,270 548,844
Taxes receivable 81,803 39,845
Prepaid expenses and other current assets 184,760 112,265
Total current assets 1,410,691 1,061,748
Intangible assets 1,580 10,128
Property and equipment, at cost 6,795,699 4,591,936
Accumulated depreciation (746,262) (467,600)
Property and equipment, net 6,049,437 4,124,336
Other assets 573,436 311,225
Total assets 8,035,144 5,507,437
Current liabilities    
Accounts payable 405,907 395,165
Accrued payroll and related costs 119,665 97,313
Taxes payable 109,018 56,420
Interest payable 75,715 10,707
Other current liabilities 190,160 82,075
Total current liabilities 900,465 641,680
Long-term debt 1,981,237 586,203
Deferred income taxes 8,912 11,416
Noncurrent contract liabilities 23,397 50,863
Other liabilities 436,184 296,035
Total liabilities 3,350,195 1,586,197
Commitments and contingencies (Note 10)
Shareholders’ equity    
Common stock, $0.00001 par value; 160,341,619 and 140,773,750 ordinary shares outstanding as of September 30, 2024, and December 31, 2023, respectively 1 1
Additional paid-in capital 4,236,409 3,377,048
Retained earnings 445,054 541,159
Accumulated other comprehensive income (loss) 3,485 3,032
Total shareholders’ equity 4,684,949 3,921,240
Total liabilities and equity $ 8,035,144 $ 5,507,437
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Ordinary shares, shares outstanding (in shares) 160,341,619 140,773,750
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Operating revenues        
Operating revenues $ 800,549 $ 697,450 $ 2,130,477 $ 1,946,039
Operating costs and expenses        
Depreciation and amortization 109,879 77,146 287,347 218,412
General and administrative 43,596 33,039 109,226 95,428
Merger and integration costs 69,214 12,966 89,163 47,049
(Gain) loss on sale of operating assets, net 0 0 (17,357) 0
Hurricane losses and (recoveries), net 0 2,642 0 22,120
Total operating costs and expenses 685,066 496,674 1,697,488 1,529,014
Operating income (loss) 115,483 200,776 432,989 417,025
Other income (expense)        
Interest expense, net of amounts capitalized (24,951) (13,005) (54,491) (44,539)
Gain on bargain purchase 0 5,005 0 5,005
Gain (loss) on extinguishment of debt, net 0 0 0 (26,397)
Interest income and other, net 2,292 17,206 (10,626) 16,292
Income (loss) before income taxes 92,824 209,982 367,872 367,386
Income tax benefit (provision) (31,608) (51,659) (16,167) (35,184)
Net income (loss) $ 61,216 $ 158,323 $ 351,705 $ 332,202
Basic:        
Net income (loss) (in usd per share) $ 0.41 $ 1.14 $ 2.43 $ 2.42
Diluted:        
Net income (loss) (in usd per share) $ 0.40 $ 1.09 $ 2.37 $ 2.29
Contract drilling services        
Operating revenues        
Operating revenues $ 763,543 $ 671,004 $ 2,036,678 $ 1,852,474
Operating costs and expenses        
Cost of services 434,192 354,199 1,159,913 1,078,521
Reimbursables and other        
Operating revenues        
Operating revenues 37,006 26,446 93,799 93,565
Operating costs and expenses        
Cost of services $ 28,185 $ 16,682 $ 69,196 $ 67,484
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 61,216 $ 158,323 $ 351,705 $ 332,202
Other comprehensive income (loss)        
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of $6 and zero for the three months ended September 30, 2024 and 2023, respectively, and $16 and $2,436 for the nine months ended September 30, 2024 and 2023, respectively. 432 (65) 453 (2,210)
Other comprehensive income (loss), net 432 (65) 453 (2,210)
Comprehensive income (loss) $ 61,648 $ 158,258 $ 352,158 $ 329,992
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), tax provision (benefit) $ 6 $ 0 $ 16 $ 2,436
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net income (loss) $ 351,705 $ 332,202
Adjustments to reconcile net income (loss) to net cash flow from operating activities:    
Depreciation and amortization 287,347 218,412
Amortization of intangible assets and contract liabilities, net (46,580) (95,540)
Gain on bargain purchase 0 (5,005)
(Gain) loss on extinguishment of debt, net 0 26,397
(Gain) loss on sale of operating assets, net (17,357) 0
Deferred income taxes (60,151) (42,445)
Amortization of share-based compensation 35,959 28,058
Other costs, net (10,157) 7,248
Changes in components of working capital and other operating activities:    
Change in taxes receivable (34,987) (17,927)
Net changes in other operating assets and liabilities 13,482 (164,552)
Net cash provided by (used in) operating activities 519,261 286,848
Cash flows from investing activities    
Capital expenditures (434,653) (268,131)
Proceeds from insurance claims 16,426 0
Cash paid in stock-based business combination, net (400,458) 0
Proceeds from disposal of assets, net 4,885 0
Net cash provided by (used in) investing activities (813,800) (268,131)
Cash flows from financing activities    
Issuance of debt 824,000 600,000
Borrowings on credit facilities 35,000 0
Repayments of credit facilities (35,000) 0
Repayments of debt 0 (673,411)
Debt extinguishment costs 0 (25,697)
Debt issuance costs (10,002) (24,914)
Warrants exercised 628 156
Share repurchases (250,000) (80,000)
Dividend payments (198,150) (42,369)
Taxes withheld on employee stock transactions (57,167) (8,612)
Other 22,578 0
Net cash provided by (used in) financing activities 331,887 (254,847)
Net increase (decrease) in cash, cash equivalents, and restricted cash 37,348 (236,130)
Cash, cash equivalents, and restricted cash, beginning of period 367,745 485,707
Cash, cash equivalents, and restricted cash, end of period $ 405,093 $ 249,577
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($)
$ in Thousands
Total
Shares
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2022   134,681,000      
Beginning balance at Dec. 31, 2022 $ 3,607,085 $ 1 $ 3,347,507 $ 255,930 $ 3,647
Employee related equity activity          
Amortization of share-based compensation 28,058   28,058    
Issuance of share-based compensation shares (in shares)   462,000      
Shares withheld for taxes on equity transactions (8,612)   (8,612)    
Warrants exercised (in shares)   7,920,000      
Warrants exercised 156   156    
Share repurchases (in shares)   (2,017,000)      
Share repurchases (80,000)     (80,000)  
Dividends (43,679)     (43,679)  
Net income (loss) 332,202     332,202  
Other comprehensive income (loss), net (2,210)       (2,210)
Ending balance (in shares) at Sep. 30, 2023   141,046,000      
Ending balance at Sep. 30, 2023 3,833,000 $ 1 3,367,109 464,453 1,437
Beginning balance (in shares) at Jun. 30, 2023   137,084,000      
Beginning balance at Jun. 30, 2023 3,719,420 $ 1 3,358,108 359,809 1,502
Employee related equity activity          
Amortization of share-based compensation 9,204   9,204    
Issuance of share-based compensation shares (in shares)   15,000      
Shares withheld for taxes on equity transactions (257)   (257)    
Warrants exercised (in shares)   4,144,000      
Warrants exercised 54   54    
Share repurchases (in shares)   (197,000)      
Share repurchases (10,000)     (10,000)  
Dividends (43,679)     (43,679)  
Net income (loss) 158,323     158,323  
Other comprehensive income (loss), net (65)       (65)
Ending balance (in shares) at Sep. 30, 2023   141,046,000      
Ending balance at Sep. 30, 2023 $ 3,833,000 $ 1 3,367,109 464,453 1,437
Beginning balance (in shares) at Dec. 31, 2023 140,773,750 140,774,000      
Beginning balance at Dec. 31, 2023 $ 3,921,240 $ 1 3,377,048 541,159 3,032
Employee related equity activity          
Amortization of share-based compensation 35,959   35,959    
Issuance of share-based compensation shares (in shares)   2,058,000      
Shares withheld for taxes on equity transactions (57,167)   (57,167)    
Warrants exercised (in shares)   208,000      
Warrants exercised 628   628    
Share repurchases (in shares)   (6,938,000)      
Share repurchases (250,000)     (250,000)  
Issuance of common stock for Pacific Drilling merger (in shares)   24,240,000      
Issuance of common stock for Diamond Offshore Drilling merger 879,941   879,941    
Dividends (197,810)     (197,810)  
Net income (loss) 351,705     351,705  
Other comprehensive income (loss), net $ 453       453
Ending balance (in shares) at Sep. 30, 2024 160,341,619 160,342,000      
Ending balance at Sep. 30, 2024 $ 4,684,949 $ 1 4,236,409 445,054 3,485
Beginning balance (in shares) at Jun. 30, 2024   142,904,000      
Beginning balance at Jun. 30, 2024 3,985,002 $ 1 3,338,030 643,918 3,053
Employee related equity activity          
Amortization of share-based compensation 21,632   21,632    
Issuance of share-based compensation shares (in shares)   10,000      
Shares withheld for taxes on equity transactions (3,540)   (3,540)    
Warrants exercised (in shares)   126,000      
Warrants exercised 346   346    
Share repurchases (in shares)   (6,938,000)      
Share repurchases (250,000)     (250,000)  
Issuance of common stock for Pacific Drilling merger (in shares)   24,240,000      
Issuance of common stock for Diamond Offshore Drilling merger 879,941   879,941    
Dividends (10,080)     (10,080)  
Net income (loss) 61,216     61,216  
Other comprehensive income (loss), net $ 432       432
Ending balance (in shares) at Sep. 30, 2024 160,341,619 160,342,000      
Ending balance at Sep. 30, 2024 $ 4,684,949 $ 1 $ 4,236,409 $ 445,054 $ 3,485
v3.24.3
Organization and Basis of Presentation
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation
Note 1 — Organization and Basis of Presentation
Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”, the “Company”, or “we”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of the filing date of this report, our fleet of 41 drilling rigs consisted of 28 floaters and 13 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
v3.24.3
Acquisitions
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions
Note 2 — Acquisitions
Business Combination with Diamond Offshore Drilling
On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (“the Diamond Closing Date”), Noble completed its acquisition of Diamond. Pursuant to the terms and conditions set forth in the Diamond Merger Agreement, Diamond shareholders received 0.2316 shares of Noble, plus cash consideration of $5.65 per share for each share of Diamond.
Purchase Price Allocation
The Diamond 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 acquired and liabilities assumed of Diamond and its subsidiaries were recorded at their respective fair values on the Diamond Closing Date. Total consideration for the acquisition was $1.5 billion, which included $610.3 million in cash paid and $879.9 million in non-cash consideration, primarily related to Noble shares issued to legacy Diamond shareholders and the replacement of legacy Diamond RSUs (as defined below).
Determining the fair values of the assets and liabilities of Diamond and the consideration paid required judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of Diamond’s mobile offshore drilling units and other related tangible assets, the fair value of drilling contracts, and debt.
Offshore drilling units. The valuation of Diamond’s mobile offshore drilling units was determined using the discounted cash flows expected to be generated from the drilling assets over their remaining useful lives. 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, rig utilization rates, tax rates, discount rate, capital expenditures, synergies, market values, estimated economic useful lives of
the rigs 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.
Diamond off-market contracts. The Company recorded, with the assistance of external valuation specialists, liabilities from drilling contracts that had unfavorable terms compared to the current market which were recorded on the Diamond Closing Date. The Company recognized the fair value adjustments as off-market contract liabilities recorded in “Noncurrent contract liabilities.”
Diamond debt. In connection with the Diamond Transaction, the Company assumed Diamond’s outstanding principal debt of $550 million and terminated Diamond’s $300 million senior secured revolving credit facility (the “Diamond RCF”), which was scheduled to mature in April 2026. The valuation of the Diamond Second Lien Notes (as defined herein) was based on relevant market data as of the Diamond Closing Date and the term of the notes. Considering that the interest rate and implied yield for the Diamond Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), a fair value adjustment was recorded relating to the notes. For additional information, see “Note 6 — Debt.”
The following table represents the allocation of the total purchase price of Diamond to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Diamond Closing Date. In connection with this acquisition, the Company incurred $69.4 million of acquisition related costs during the nine months ended September 30, 2024. The results of Diamond operations were included in the Company’s results of operations effective on the Diamond Closing Date. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Diamond Closing Date. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, resulting in a change to our consolidated financial statements. Such change could be material.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Diamond shareholders$857,678 
Fair value of replacement Diamond RSU Awards attributable to the purchase price22,263 
Cash paid to legacy Diamond shareholders583,152 
Cash paid to terminate the Diamond RCF308 
Cash paid to settle contingent success fees17,316 
Cash paid for retention bonuses4,422 
Cash paid for short-term incentive plans5,086 
Total purchase price consideration$1,490,225 
Assets acquired:
Cash and cash equivalents$209,826 
Accounts receivable, net193,194 
Taxes receivable6,971 
Prepaid expenses and other current assets74,739 
Total current assets484,730 
Property, plant, and equipment, net1,834,890 
Assets held for sale (1)
5,300 
Other assets172,936 
Total assets acquired2,497,856 
Liabilities assumed:
Accounts payable82,805 
Accrued payroll and related costs36,791 
Taxes payable28,629 
Interest payable19,750 
Other current liabilities132,142 
Total current liabilities300,117 
Long-term debt580,250 
Deferred income taxes184 
Noncurrent contract liabilities27,663 
Other liabilities99,417 
Total liabilities assumed1,007,631 
Net assets acquired$1,490,225 
(1)During the third quarter of 2024, we sold the Ocean Valiant for total proceeds of $5.6 million.
Diamond Revenue and Net Income
The following table represents Diamond’s revenue and earnings included in Noble’s Condensed Consolidated Statements of Operations subsequent to the Diamond Closing Date of the Diamond Transaction.
Period from
September 4, 2024
through
September 30, 2024
Revenue$94,380 
Net income (loss)$2,690 
Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. 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.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Revenue$997,566 $2,854,991 $942,410 $2,704,609 
Net income (loss)$81,406 $369,124 $(28,061)$265,772 
Net income (loss) per share:
Basic$0.41 $1.92 $(0.17)$1.65 
Diluted$0.4 $1.86 $(0.17)$1.55 
The pro forma results include, among others, (i) a reduction in Diamond’s historically reported depreciation expense related to adjustments of property and equipment values, (ii) adjustments to reflect certain acquisition related costs incurred directly in connection with the Diamond Transaction as if it had occurred on January 1, 2023, and (iii) net adjustments to increase contract drilling services revenue related to off-market customer contract liabilities recognized in connection with the Diamond Transaction on a pro forma basis.
v3.24.3
Accounting Pronouncements
9 Months Ended
Sep. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Accounting Pronouncements
Note 3 — Accounting Pronouncements
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company continues to assess the potential impact of this pronouncement.
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance
sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
v3.24.3
Income (Loss) Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Income (Loss) Per Share
Note 4 — Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Basic
Net income (loss)$61,216 $158,323 $351,705 $332,202 
Denominator:
Weighted average shares outstanding – basic149,727 139,400 144,863 137,478 
Dilutive effect of share-based awards1,877 3,204 1,877 3,204 
Dilutive effect of warrants1,334 3,117 1,502 4,339 
Weighted average shares outstanding – diluted152,938 145,721 148,242 145,021 
Per share data:
Basic
Net income (loss)$0.41 $1.14 $2.43 $2.42 
Diluted
Net income (loss)$0.40 $1.09 $2.37 $2.29 
Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Warrants (1)
10,242 2,774 10,242 2,774 
(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the Treasury Stock Method, adjusted for mandatory exercise provisions under the warrant agreements, if applicable.
Settlement of the Diamond Transaction
On September 4, 2024, Noble issued 24,239,941 class A ordinary shares of Noble to former shareholders of Diamond, in connection with the closing of the Diamond acquisition. Further, Noble assumed all outstanding and unexercised warrants of Diamond, which will be exercisable for 90 days from the effective time of the Diamond acquisition. Following such 90-day exercise period, the warrants assumed from Diamond will no longer be exercisable and will expire in accordance with their terms.
Assumption of Diamond RSUs
On September 4, 2024, in connection with the closing of the acquisition of Diamond, each performance-vesting and time-vesting restricted stock unit covering shares of Diamond (together "Diamond RSUs") held by key employees were assumed by Noble and represented the right to receive shares in Noble. The Diamond RSUs were assumed by Noble on substantially the same terms and conditions (including vesting conditions) as applicable to the original Diamond RSUs prior to the closing of the acquisition.
Notwithstanding the foregoing, to the extent that a Diamond RSU vested as of the acquisition (including any awards that vested as a result of a termination of employment at or immediately after the acquisition), such awards were instead settled in cash or shares of Diamond, as applicable, immediately prior to the acquisition and any such shares of Diamond were treated the same as other Diamond shares.
Share Capital
As of September 30, 2024, Noble had approximately 160.3 million A ordinary shares, par value $0.00001 per share (“Ordinary Shares”) outstanding as compared to approximately 140.8 million Ordinary Shares outstanding at December 31, 2023. In addition, as of September 30, 2024, 0.9 million Tranche 1 Warrants, 1.0 million Tranche 2 Warrants, 2.8 million Tranche 3 Warrants, and 7.5 million Diamond Warrants (each as defined herein) were outstanding and exercisable. We also have 6.7 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan.
Our most recent quarterly dividend payment to shareholders, totaling approximately $81.6 million (or $0.50 per share), was declared on June 10, 2024, and paid on September 26, 2024, to shareholders of record at close of business on September 12, 2024.
The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by the Board of Directors.
Share Repurchases
Under law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders. Such purchases may be paid for only out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with law. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three and nine months ended September 30, 2024, we repurchased 6.9 million of our Ordinary Shares. During the three and nine months ended September 30, 2023, we repurchased 0.2 million and 2.0 million of our Ordinary Shares, respectively. All repurchased shares were subsequently cancelled.
Warrants
The tranche 1 warrants (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the tranche 2 warrants (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant, and the tranche 3 warrants (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant. Warrants originally issued by Diamond Offshore Drilling, Inc. (the “Diamond Warrants”) are exercisable through December 3, 2024, for $5.65 in cash and 0.2316 Ordinary Shares at an exercise price of $29.22 per Diamond Warrant.
v3.24.3
Property and Equipment
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment
Note 5 — Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:
September 30, 2024December 31, 2023
Drilling equipment and facilities$6,567,828 $4,338,229 
Construction in progress170,696 210,759 
Other57,175 42,948 
Property and equipment, at cost$6,795,699 $4,591,936 
Capital additions, including capitalized interest, during the three months ended September 30, 2024 and 2023, totaled $107.7 million and $88.6 million, respectively, and during the nine months ended September 30, 2024 and 2023, totaled $374.3 million and $259.4 million, respectively.
During the second quarter of 2024, we sold the Noble Explorer for total proceeds of $25.0 million, $21.5 million of which was received in the fourth quarter of 2023, resulting in a pre-tax gain of $17.4 million.
v3.24.3
Debt
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt
Note 6 — Debt
Amended and Restated Senior Secured Revolving Credit Agreement
In April 2023, Noble entered into the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II LLC (“Noble Finance II”), Noble International Finance Company, and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee (the 2023 Revolving Credit Agreement and the facility thereunder, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility provides for commitments of $550.0 million with maturity in 2028. The guarantors (the “Guarantors”) under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of September 30, 2024, we had no borrowings outstanding and $24.0 million of letters of credit issued under the 2023 Revolving Credit Agreement.
8.000% Senior Notes due 2030
In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued the $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 at a premium of 103% bringing the total outstanding principal amount to $1.4 billion (collectively, the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, certain subsidiaries of Noble Finance II (the Guarantors), and U.S. Bank Trust Company, National Association, as trustee.
The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility.
The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.
Diamond Second Lien Notes due 2030
On September 21, 2023, Diamond Foreign Asset Company and Diamond Finance, LLC (collectively referred to as the “Issuers”) issued $550.0 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 (or the “Diamond Second Lien Notes”) with interest payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2024. The Diamond Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by Noble Offshore Drilling, Inc. (or “NODI”, formerly Diamond Offshore Drilling, Inc.) and each of its existing restricted subsidiaries (other than the Issuers) and by certain of NODI’s future restricted subsidiaries (other than the Issuers).
The Diamond Second Lien Notes obligate NODI and its specified subsidiaries to comply with an indenture dated as of September 21, 2023, (or the Indenture) entered into by the Issuers, NODI, and certain of its subsidiaries named therein and HSBC Bank USA, National Association. The Indenture contains covenants that, among other things, restrict NODI’s ability and the ability of certain of its subsidiaries to: (i) incur additional debt and issue certain preferred stock; (ii) incur or create liens; (iii) make certain dividends, distributions, investments, and other restricted payments; (iv) sell or otherwise dispose of certain assets; (v) engage in certain transactions with affiliates; and (vi) merge, consolidate, amalgamate, or sell, transfer, lease, or otherwise dispose of all or substantially all of NODI’s assets. These covenants are subject to important exceptions and qualifications.
Noble Second Lien Notes
On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, among the Debtors and the backstop parties thereto, Noble Cayman and Noble Finance Company consummated the Rights Offering of the Noble Second Lien Notes and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million.
On April 18, 2023, we redeemed the remaining balance of approximately $173.7 million aggregate principal amount of outstanding Noble Second Lien Notes using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $25.7 million.
DNB Credit Facility and New DNB Credit Facility
On October 3, 2022 (the “Closing Date”), the merger, pursuant to a Business Combination Agreement, dated November 10, 2021, as amended (the “Business Combination”) by and among Noble, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”) and the other parties thereto, became effective and Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intragroup charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”) and on December 22, 2022, it was terminated and replaced with the New DNB Credit Facility. On April 18, 2023, we repaid the $347.5 million of outstanding borrowings under the New DNB Credit Facility using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $0.7 million.
DSF Credit Facility
The Company guaranteed the DSF Credit Facility in connection with the Business Combination, and it was repaid in full on February 23, 2023, using cash on hand.
Diamond Credit Facility
On September 4, 2024, in connection with the closing of the Diamond Transaction, Noble terminated Diamond’s $300 million senior secured revolving credit facility, which was scheduled to mature on April 22, 2026. At the time of the merger and termination, Diamond had no outstanding borrowings under the facility.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The fair values of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates.
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
September 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$1,401,271 $1,445,416 $586,203 $626,472 
8.500% Senior Secured Second Lien Notes due October 2030
579,966 574,838 — — 
Total debt1,981,237 2,020,254 586,203 626,472 
Less: Current maturities of long-term debt— — — — 
Long-term debt$1,981,237 $2,020,254 $586,203 $626,472 
v3.24.3
Revenue and Customers
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue and Customers
Note 7 — Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling services revenue by rig types:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Floaters$605,327 $549,130 1,617,538 1,519,346 
Jackups158,216 121,874 419,140 333,128 
Total$763,543 $671,004 $2,036,678 $1,852,474 
Contract Balances
Accounts receivable are recognized when the right to the consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically 30 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets. Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11, the Business Combination with Maersk Drilling, and the Diamond Transaction, and are included in “Intangible assets” and “Noncurrent contract liabilities,” respectively.
The following table provides information about contract assets and contract liabilities from contracts with customers:
September 30, 2024December 31, 2023
Current customer contract assets$17,166 $4,208 
Noncurrent customer contract assets13,759 208 
Total customer contract assets30,925 4,416 
Current deferred revenue(48,148)(19,679)
Noncurrent deferred revenue(37,721)(23,393)
Total deferred revenue$(85,869)$(43,072)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2024 and 2023, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2023
$4,416 $(43,072)
Amortization of deferred costs(17,088)— 
Additions to deferred costs43,597 — 
Amortization of deferred revenue— 54,411 
Additions to deferred revenue— (97,208)
Total26,509 (42,797)
Net balance at September 30, 2024
$30,925 $(85,869)
Net balance at December 31, 2022
$11,537 $(59,797)
Amortization of deferred costs(21,722)— 
Additions to deferred costs13,356 — 
Amortization of deferred revenue— 62,125 
Additions to deferred revenue— (35,891)
Total(8,366)26,234 
Net balance at September 30, 2023
$3,171 $(33,563)
Contract Costs
Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations.
Off-market Customer Contract Assets and Liabilities
Upon emergence from Chapter 11, the Company recognized fair value adjustments of $113.4 million related to intangible assets for certain favorable customer contracts, which were fully amortized as of August 2023. In addition, in connection with the Business Combination with Maersk Drilling, the Company recognized additional fair value adjustments of $23.0 million. These intangible assets will be amortized as a reduction of contract drilling services revenue from the Closing Date through the remainder of the contracts.
In connection with the Business Combination with Maersk Drilling and the Diamond Transaction, the Company recognized fair value adjustments of $237.7 million and $27.7 million, respectively, related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date and the Diamond Closing Date through the remainder of the contracts.
Unfavorable
contracts
Favorable
contracts
Balance at December 31, 2023
$(50,863)$10,128 
Additions(27,663)— 
Amortization55,129 (8,549)
Balance at September 30, 2024
$(23,397)$1,579 
Balance at December 31, 2022
$(181,883)$34,372 
Additions— — 
Amortization118,571 (23,031)
Balance at September 30, 2023
$(63,312)$11,341 
Estimated future amortization over the expected remaining contract periods:
For the Year Ended December 31,
20242025Total
Unfavorable contracts$14,531 $8,866 $23,397 
Favorable contracts(1,365)(214)(1,579)
Total$13,166 $8,652 $21,818 
v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
Note 8 — Income Taxes
At September 30, 2024, the Company had deferred tax assets of $340.9 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $8.9 million, inclusive of a valuation allowance of $18.2 million.
During the three months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $36.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana and Luxembourg.
During the nine months ended September 30, 2024, the Company recognized additional discrete deferred tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg.
During the three months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg.
During the nine months ended September 30, 2023, the Company recognized additional discrete deferred tax benefits of $80.8 million, $18.1 million, $10.5 million, and $4.1 million in Guyana, Luxembourg, Switzerland, and Norway, respectively.
In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the relevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
At September 30, 2024, the reserves for uncertain tax positions totaled $208.4 million (net of related tax benefits of $8.8 million). At December 31, 2023, the reserves for uncertain tax positions totaled $202.3 million (net of related tax benefits of $0.1 million).
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation.
During the three months ended September 30, 2024, our tax provision included tax benefits of $36.2 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of $67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
During the nine months ended September 30, 2024, our tax provision included tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits are offset by recurring quarterly accruals of $134.0 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.
v3.24.3
Employee Benefit Plans
9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plans
Note 9 — Employee Benefit Plans
Pension costs (gain) include the following components:
Three Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$608 $2,188 $508 $2,248 
Return on plan assets(665)(2,311)(433)(2,394)
Recognized net actuarial (gain) loss28 — 54 (58)
Net pension benefit cost (gain)$(29)$(123)$129 $(204)
Nine Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$1,642 $6,563 1,632 6,744 
Return on plan assets(1,796)(6,932)(1,392)(7,184)
Recognized net actuarial (gain) loss77 — 176 (173)
Net pension benefit cost (gain)$(77)$(369)$416 $(613)
During the three and nine months ended September 30, 2024 and 2023, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for the three and nine months ended September 30, 2024 and 2023.
v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 10 — Commitments and Contingencies
Tax Matters
Audit claims of approximately $390.5 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are primarily attributable to Brazil, Egypt, Ghana, and Guyana. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. This remains under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress.
We operate in numerous countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50% likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Hurricane Ida Personal Injury Claims
In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. Due to the environmental conditions, a
number of crew members were treated for injuries and released from medical care. We have had multiple parties, some of which are subject to a third-party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action in the United States District Court Western District of Louisiana, seeking damages related to physical and emotional harm allegedly suffered as a result of the Hurricane Ida incident. We are in the discovery phase and we intend to defend ourselves vigorously against these claims, although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. Timing differences are likely to exist between any losses incurred and the recognition and receipt of insurance proceeds reflected in the Company’s financial statements. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations.
Services Agreement
In February 2016, Diamond entered into a ten-year agreement with a subsidiary of Baker Hughes Company (formerly named Baker Hughes, a GE company) to provide services with respect to certain blowout preventer and related well control equipment on our drillships. Such services include management of maintenance, certification, and reliability with respect to such equipment. Future commitments under the contractual services agreements are estimated to be approximately $24.7 million annually. Total future commitments are projected to be $73.6 million in the aggregate over the remaining term of the agreement, including a $37.0 million commitment for the purchase of consumables and capital spare parts owned and controlled by the vendor at the end of the service arrangement.
Letters of Credit and Surety bonds
As of September 30, 2024, we had $24.0 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $114.7 million in letters of credit and surety bonds issued under bilateral arrangements which guarantee our performance as it relates to our drilling contracts, contract bidding, tax appeals, customs duties, and other obligations in various jurisdictions. We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called.
Other Contingencies
We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including other personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations, or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.
v3.24.3
Supplemental Financial Information
9 Months Ended
Sep. 30, 2024
Supplemental Financial Information [Abstract]  
Supplemental Financial Information
Note 11 — Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Restricted cash
Noble’s restricted cash balance as of September 30, 2024, and December 31, 2023, was $13.2 million and $7.0 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Leases
We determine if an arrangement is a lease at inception. Our lease agreements are primarily for real estate, equipment, storage, dock space, and automobiles and are included within “Other assets”, “Other current liabilities”, and “Other liabilities” on our Condensed Consolidated Balance Sheets. In connection with the Diamond Transaction, the Company assumed several leases entered into by Diamond consisting of operating leases for corporate and shorebase offices, office and information technology equipment, employee housing, onshore storage yards, and certain rig equipment and tools as well as finance leases for well control equipment used on the drillships. The finance leases commenced in 2016 and also include an option to purchase the leased equipment at the end of the respective lease term.
Supplemental balance sheet information related to leases is as follows:
September 30, 2024December 31, 2023
Operating leases
Right-of-use assets$83,775 $24,528 
Current lease liabilities
16,378 10,581 
Long-term lease liabilities69,627 15,082 
Finance leases
Right-of-use assets$44,254 $— 
Current lease liabilities
26,443 — 
Long-term lease liabilities15,616 — 
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Nine Months Ended September 30,
20242023
Accounts receivable$(10,232)$(169,944)
Other current assets8,624 (30,250)
Other assets153 7,356 
Accounts payable(18,136)(721)
Other current liabilities27,592 22,815 
Other liabilities5,481 6,192 
Total net change in assets and liabilities$13,482 $(164,552)
Non-cash investing and financing activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:
Nine Months Ended September 30,
20242023
Accrued capital expenditures at period end$60,691 $71,291 
On September 4, 2024, Noble completed the acquisition of Diamond, which included $400.5 million in net cash paid and $879.9 million in non-cash consideration, primarily related to Noble shares issued to legacy Diamond shareholders and the replacement of legacy Diamond RSU Awards, in exchange for $1.5 billion net assets acquired. See “Note 2 — Acquisitions” for additional information.
v3.24.3
Information about Noble Finance II
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Information about Noble Finance II
Note 12 — Information about Noble Finance II
8.000% Senior Notes due 2030
Noble Finance II, a wholly owned subsidiary of Noble, or one or more 100% owned subsidiaries of Noble Finance II, is an issuer or full and unconditional guarantor or otherwise obligated as of September 30, 2024, with respect to the 2030 Notes. See “Note 6 — Debt” for additional information.
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis.
The summarized financial information below reflects the consolidated accounts of Noble Finance II:
September 30, 2024
Balance Sheet
Cash and cash equivalents$211,596 
Total current assets1,568,804 
Total current liabilities588,894 
Total debt1,401,271 
Total shareholders' equity4,469,705 
Nine Months Ended September 30, 2024
Statement of Operations
Operating revenues$2,035,977 
Operating costs and expenses1,533,046 
Depreciation and amortization275,990 
Statement of Cash Flows
Net cash provided by (used in) operating activities$611,988 
Capital expenditures(423,892)
Proceeds from disposal of assets, net(690)
Dividend payments— 
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income (loss) $ 61,216 $ 158,323 $ 351,705 $ 332,202
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Organization and Basis of Presentation (Policies)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Accounting Standards Adopted and Recently Issued Accounting Standards
Accounting Standards Adopted
There have been no new accounting standards adopted during the current quarter.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this Update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company continues to assess the potential impact of this pronouncement.
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds, (ii) disclosure of the nature, effect, and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance
sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included in a segment's reported measure of profit or loss, (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.
v3.24.3
Acquisitions (Tables)
9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Identifiable Assets Acquired and Liabilities Assumed Based on the Fair Values
The following table represents the allocation of the total purchase price of Diamond to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Diamond Closing Date. In connection with this acquisition, the Company incurred $69.4 million of acquisition related costs during the nine months ended September 30, 2024. The results of Diamond operations were included in the Company’s results of operations effective on the Diamond Closing Date. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Diamond Closing Date. Any final adjustment to the valuation could change the fair values assigned to the assets and liabilities, resulting in a change to our consolidated financial statements. Such change could be material.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Diamond shareholders$857,678 
Fair value of replacement Diamond RSU Awards attributable to the purchase price22,263 
Cash paid to legacy Diamond shareholders583,152 
Cash paid to terminate the Diamond RCF308 
Cash paid to settle contingent success fees17,316 
Cash paid for retention bonuses4,422 
Cash paid for short-term incentive plans5,086 
Total purchase price consideration$1,490,225 
Assets acquired:
Cash and cash equivalents$209,826 
Accounts receivable, net193,194 
Taxes receivable6,971 
Prepaid expenses and other current assets74,739 
Total current assets484,730 
Property, plant, and equipment, net1,834,890 
Assets held for sale (1)
5,300 
Other assets172,936 
Total assets acquired2,497,856 
Liabilities assumed:
Accounts payable82,805 
Accrued payroll and related costs36,791 
Taxes payable28,629 
Interest payable19,750 
Other current liabilities132,142 
Total current liabilities300,117 
Long-term debt580,250 
Deferred income taxes184 
Noncurrent contract liabilities27,663 
Other liabilities99,417 
Total liabilities assumed1,007,631 
Net assets acquired$1,490,225 
(1)During the third quarter of 2024, we sold the Ocean Valiant for total proceeds of $5.6 million.
Schedule of Revenue and Earnings of Acquiree Subsequent to Closing of Merger
The following table represents Diamond’s revenue and earnings included in Noble’s Condensed Consolidated Statements of Operations subsequent to the Diamond Closing Date of the Diamond Transaction.
Period from
September 4, 2024
through
September 30, 2024
Revenue$94,380 
Net income (loss)$2,690 
Schedule of Pro Forma Financial Information
The following unaudited pro forma summary presents the results of operations as if the Diamond Transaction had occurred on January 1, 2023. 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.
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Revenue$997,566 $2,854,991 $942,410 $2,704,609 
Net income (loss)$81,406 $369,124 $(28,061)$265,772 
Net income (loss) per share:
Basic$0.41 $1.92 $(0.17)$1.65 
Diluted$0.4 $1.86 $(0.17)$1.55 
v3.24.3
Income (Loss) Per Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Basic
Net income (loss)$61,216 $158,323 $351,705 $332,202 
Denominator:
Weighted average shares outstanding – basic149,727 139,400 144,863 137,478 
Dilutive effect of share-based awards1,877 3,204 1,877 3,204 
Dilutive effect of warrants1,334 3,117 1,502 4,339 
Weighted average shares outstanding – diluted152,938 145,721 148,242 145,021 
Per share data:
Basic
Net income (loss)$0.41 $1.14 $2.43 $2.42 
Diluted
Net income (loss)$0.40 $1.09 $2.37 $2.29 
Schedule of Antidilutive Securities Excluded from Diluted Income (Loss) Per Share The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Warrants (1)
10,242 2,774 10,242 2,774 
(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the Treasury Stock Method, adjusted for mandatory exercise provisions under the warrant agreements, if applicable.
v3.24.3
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, at Cost
Property and equipment, at cost, for Noble consisted of the following:
September 30, 2024December 31, 2023
Drilling equipment and facilities$6,567,828 $4,338,229 
Construction in progress170,696 210,759 
Other57,175 42,948 
Property and equipment, at cost$6,795,699 $4,591,936 
v3.24.3
Debt (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
September 30, 2024December 31, 2023
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
$1,401,271 $1,445,416 $586,203 $626,472 
8.500% Senior Secured Second Lien Notes due October 2030
579,966 574,838 — — 
Total debt1,981,237 2,020,254 586,203 626,472 
Less: Current maturities of long-term debt— — — — 
Long-term debt$1,981,237 $2,020,254 $586,203 $626,472 
v3.24.3
Revenue and Customers (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue by Rig Types
The following table provides information about contract drilling services revenue by rig types:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Floaters$605,327 $549,130 1,617,538 1,519,346 
Jackups158,216 121,874 419,140 333,128 
Total$763,543 $671,004 $2,036,678 $1,852,474 
Schedule of Contract Assets and Contract Liabilities
The following table provides information about contract assets and contract liabilities from contracts with customers:
September 30, 2024December 31, 2023
Current customer contract assets$17,166 $4,208 
Noncurrent customer contract assets13,759 208 
Total customer contract assets30,925 4,416 
Current deferred revenue(48,148)(19,679)
Noncurrent deferred revenue(37,721)(23,393)
Total deferred revenue$(85,869)$(43,072)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the nine months ended September 30, 2024 and 2023, are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2023
$4,416 $(43,072)
Amortization of deferred costs(17,088)— 
Additions to deferred costs43,597 — 
Amortization of deferred revenue— 54,411 
Additions to deferred revenue— (97,208)
Total26,509 (42,797)
Net balance at September 30, 2024
$30,925 $(85,869)
Net balance at December 31, 2022
$11,537 $(59,797)
Amortization of deferred costs(21,722)— 
Additions to deferred costs13,356 — 
Amortization of deferred revenue— 62,125 
Additions to deferred revenue— (35,891)
Total(8,366)26,234 
Net balance at September 30, 2023
$3,171 $(33,563)
Unfavorable
contracts
Favorable
contracts
Balance at December 31, 2023
$(50,863)$10,128 
Additions(27,663)— 
Amortization55,129 (8,549)
Balance at September 30, 2024
$(23,397)$1,579 
Balance at December 31, 2022
$(181,883)$34,372 
Additions— — 
Amortization118,571 (23,031)
Balance at September 30, 2023
$(63,312)$11,341 
Estimated future amortization over the expected remaining contract periods:
For the Year Ended December 31,
20242025Total
Unfavorable contracts$14,531 $8,866 $23,397 
Favorable contracts(1,365)(214)(1,579)
Total$13,166 $8,652 $21,818 
v3.24.3
Employee Benefit Plans (Tables)
9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Pension Costs (Gains)
Pension costs (gain) include the following components:
Three Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$608 $2,188 $508 $2,248 
Return on plan assets(665)(2,311)(433)(2,394)
Recognized net actuarial (gain) loss28 — 54 (58)
Net pension benefit cost (gain)$(29)$(123)$129 $(204)
Nine Months Ended September 30,
20242023
Non-USUSNon-USUS
Interest cost$1,642 $6,563 1,632 6,744 
Return on plan assets(1,796)(6,932)(1,392)(7,184)
Recognized net actuarial (gain) loss77 — 176 (173)
Net pension benefit cost (gain)$(77)$(369)$416 $(613)
v3.24.3
Supplemental Financial Information (Tables)
9 Months Ended
Sep. 30, 2024
Supplemental Financial Information [Abstract]  
Schedule of Supplemental Balance Sheet Information Related to Leases
Supplemental balance sheet information related to leases is as follows:
September 30, 2024December 31, 2023
Operating leases
Right-of-use assets$83,775 $24,528 
Current lease liabilities
16,378 10,581 
Long-term lease liabilities69,627 15,082 
Finance leases
Right-of-use assets$44,254 $— 
Current lease liabilities
26,443 — 
Long-term lease liabilities15,616 — 
Schedule of Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Nine Months Ended September 30,
20242023
Accounts receivable$(10,232)$(169,944)
Other current assets8,624 (30,250)
Other assets153 7,356 
Accounts payable(18,136)(721)
Other current liabilities27,592 22,815 
Other liabilities5,481 6,192 
Total net change in assets and liabilities$13,482 $(164,552)
Schedule of Non-Cash Investing and Financing Activities
Non-cash investing and financing activities excluded from unaudited Condensed Consolidated Statements of Cash Flows are as follows:
Nine Months Ended September 30,
20242023
Accrued capital expenditures at period end$60,691 $71,291 
v3.24.3
Information about Noble Finance II (Tables)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Financial Information
The summarized financial information below reflects the consolidated accounts of Noble Finance II:
September 30, 2024
Balance Sheet
Cash and cash equivalents$211,596 
Total current assets1,568,804 
Total current liabilities588,894 
Total debt1,401,271 
Total shareholders' equity4,469,705 
Nine Months Ended September 30, 2024
Statement of Operations
Operating revenues$2,035,977 
Operating costs and expenses1,533,046 
Depreciation and amortization275,990 
Statement of Cash Flows
Net cash provided by (used in) operating activities$611,988 
Capital expenditures(423,892)
Proceeds from disposal of assets, net(690)
Dividend payments— 
v3.24.3
Organization and Basis of Presentation (Details)
9 Months Ended
Sep. 30, 2024
segment
Nov. 06, 2024
floater
jackup
rig
Subsequent Event [Line Items]    
Number of reportable segments | segment 1  
Subsequent Event    
Subsequent Event [Line Items]    
Number of drilling rigs (vessel) | rig   41
Number of floaters (vessel) | floater   28
Number of jackups (vessel) | jackup   13
v3.24.3
Acquisitions - Additional Information (Details) - Diamond Offshore Drilling, Inc.
$ / shares in Units, $ in Thousands
Sep. 04, 2024
USD ($)
$ / shares
shares
Business Acquisition [Line Items]  
Per share equity consideration (in shares) | shares 0.2316
Cash consideration per share (in dollars per share) | $ / shares $ 5.65
Total purchase price consideration $ 1,490,225
Cash paid in stock-based business combination, net (610,300)
Non-cash consideration to acquire business 879,900
Long-term debt 580,250
Diamond Principal Debt  
Business Acquisition [Line Items]  
Long-term debt 550,000
Credit facility | Credit facility  
Business Acquisition [Line Items]  
Credit facility of maximum borrowing capacity $ 300,000
v3.24.3
Acquisitions - Schedule of Allocation of Purchase Price (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 04, 2024
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Business Acquisition [Line Items]              
Acquisition related costs   $ 69,214     $ 12,966 $ 89,163 $ 47,049
Rig              
Liabilities assumed:              
Proceeds from sale of property, plant, and equipment   $ 5,600 $ 25,000 $ 21,500      
Diamond Offshore Drilling, Inc.              
Business Acquisition [Line Items]              
Acquisition related costs           $ 69,400  
Fair value of Noble shares transferred to legacy Diamond shareholders $ 857,678            
Fair value of replacement Diamond RSU Awards attributable to the purchase price 22,263            
Cash paid to legacy Diamond shareholders 583,152            
Cash paid to terminate the Diamond RCF 308            
Cash paid to settle contingent success fees 17,316            
Cash paid for retention bonuses 4,422            
Cash paid for short-term incentive plans 5,086            
Total purchase price consideration 1,490,225            
Assets acquired:              
Cash and cash equivalents 209,826            
Accounts receivable, net 193,194            
Taxes receivable 6,971            
Prepaid expenses and other current assets 74,739            
Total current assets 484,730            
Property, plant, and equipment, net 1,834,890            
Assets held for sale 5,300            
Other assets 172,936            
Total assets acquired 2,497,856            
Liabilities assumed:              
Accounts payable 82,805            
Accrued payroll and related costs 36,791            
Taxes payable 28,629            
Interest payable 19,750            
Other current liabilities 132,142            
Total current liabilities 300,117            
Long-term debt 580,250            
Deferred income taxes 184            
Noncurrent contract liabilities 27,663            
Other liabilities 99,417            
Total liabilities assumed 1,007,631            
Net assets acquired 1,490,225            
Diamond Offshore Drilling, Inc. | Diamond Principal Debt              
Liabilities assumed:              
Long-term debt $ 550,000            
v3.24.3
Acquisitions - Schedule of Revenue and Earnings of Acquiree subsequent to Closing of Merger (Details) - Diamond Offshore Drilling, Inc.
$ in Thousands
1 Months Ended
Sep. 30, 2024
USD ($)
Business Acquisition [Line Items]  
Revenue $ 94,380
Net income (loss) $ 2,690
v3.24.3
Acquisitions - Schedule of Pro Forma Financial Information (Details) - Diamond Offshore Drilling, Inc. - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]        
Revenue $ 997,566 $ 942,410 $ 2,854,991 $ 2,704,609
Net income (loss) $ 81,406 $ (28,061) $ 369,124 $ 265,772
Net income (loss) per share, basic (usd per share) $ 0.41 $ (0.17) $ 1.92 $ 1.65
Net income (loss) per share, diluted (usd per share) $ 0.4 $ (0.17) $ 1.86 $ 1.55
v3.24.3
Income (Loss) Per Share - Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Basic        
Net income (loss) $ 61,216 $ 158,323 $ 351,705 $ 332,202
Denominator:        
Weighted average shares outstanding - basic (in shares) 149,727 139,400 144,863 137,478
Dilutive effect of share-based awards (in shares) 1,877 3,204 1,877 3,204
Dilutive effect of warrants (in shares) 1,334 3,117 1,502 4,339
Weighted average shares outstanding - diluted (in shares) 152,938 145,721 148,242 145,021
Basic        
Net income (loss) (in usd per share) $ 0.41 $ 1.14 $ 2.43 $ 2.42
Diluted        
Net income (loss) (in usd per share) $ 0.40 $ 1.09 $ 2.37 $ 2.29
v3.24.3
Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Diluted Income (Loss) Per Share (Details) - shares
shares in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Warrants        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from diluted income (loss) per share, amount (in shares) 10,242 2,774 10,242 2,774
v3.24.3
Income (Loss) Per Share - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Jun. 10, 2024
Sep. 30, 2024
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Ordinary shares, shares outstanding (in shares)   160,341,619 160,341,619     160,341,619   140,773,750
Common stock, par value (in usd per share)   $ 0.00001 $ 0.00001     $ 0.00001   $ 0.00001
Quarterly dividend payment $ 81,600   $ 10,080   $ 43,679 $ 197,810 $ 43,679  
Dividends declared (in usd per share)       $ 0.50        
Shareholder authority to repurchase, percentage of issued share capital (as a percent)   15.00% 15.00%     15.00%    
Shareholder authority to repurchase, period (in years)           5 years    
Share repurchases authorized (in shares)   20,601,161 20,601,161     20,601,161    
Stock repurchased and cancelled during period (in shares)     6,900,000   200,000 6,900,000 2,000,000.0  
2022 Long-Term Incentive Plan                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Total number of shares issuable under incentive plan (in shares)   6,700,000 6,700,000     6,700,000    
Tranche 1 Warrants                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Warrants outstanding (in shares)   900,000 900,000     900,000    
Warrants converted into rights (in shares)   1 1     1    
Exercise price of warrants (in usd per share)   $ 19.27 $ 19.27     $ 19.27    
Tranche 2 Warrants                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Warrants outstanding (in shares)   1,000,000.0 1,000,000.0     1,000,000.0    
Warrants converted into rights (in shares)   1 1     1    
Exercise price of warrants (in usd per share)   $ 23.13 $ 23.13     $ 23.13    
Tranche 3 Warrants                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Warrants outstanding (in shares)   2,800,000 2,800,000     2,800,000    
Warrants converted into rights (in shares)   1 1     1    
Exercise price of warrants (in usd per share)   $ 124.40 $ 124.40     $ 124.40    
Diamond Warrants                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Warrants outstanding (in shares)   7,500,000 7,500,000     7,500,000    
Warrants converted into rights (in shares)   0.2316 0.2316     0.2316    
Exercise price of warrants (in usd per share)   $ 29.22 $ 29.22     $ 29.22    
Exercise price in cash (in dollars per share)   $ 5.65 $ 5.65     $ 5.65    
Common Class A | Diamond Offshore Drilling, Inc.                
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                
Issuance of common stock for merger (in shares)   24,239,941            
v3.24.3
Property and Equipment - Schedule of Property and Equipment, at Cost (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 6,795,699 $ 4,591,936
Drilling equipment and facilities    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 6,567,828 4,338,229
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost 170,696 210,759
Other    
Property, Plant and Equipment [Line Items]    
Property and equipment, at cost $ 57,175 $ 42,948
v3.24.3
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]            
Capital expenditures, including capitalized interest $ 107.7     $ 88.6 $ 374.3 $ 259.4
Rig            
Property, Plant and Equipment [Line Items]            
Proceeds from sale of property, plant, and equipment $ 5.6 $ 25.0 $ 21.5      
Pre-tax gain from sale of property, plant, and equipment   $ 17.4        
v3.24.3
Debt - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Apr. 18, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 04, 2024
Aug. 31, 2024
Sep. 21, 2023
Feb. 05, 2021
Debt Instrument [Line Items]                  
Repayments of credit facilities       $ 35,000,000 $ 0        
Loss on extinguishment of debt, net   $ 0 $ 0 $ 0 $ 26,397,000        
8.000% Senior Notes due April 2030 | Senior Notes                  
Debt Instrument [Line Items]                  
Borrowings outstanding             $ 1,400,000,000    
Stated interest rate (as a percent) 8.00%           8.00%    
Debt face amount $ 600,000,000           $ 800,000,000    
Premium percentage (as a percent)             103.00%    
8.000% Senior Notes due April 2030 | Secured Debt                  
Debt Instrument [Line Items]                  
Stated interest rate (as a percent)   8.00%   8.00%          
Diamond Second Lien Notes due 2030 | Senior Notes                  
Debt Instrument [Line Items]                  
Stated interest rate (as a percent)               8.50%  
Debt face amount               $ 550,000,000  
Second Lien Notes | Secured Debt                  
Debt Instrument [Line Items]                  
Debt, aggregate subscription price                 $ 200,000,000
Debt repurchase amount 173,700,000                
Loss on repurchase of debt instrument 25,700,000                
New DNB Credit Facility | Credit facility                  
Debt Instrument [Line Items]                  
Repayments of credit facilities 347,500,000                
Loss on extinguishment of debt, net 700,000                
Credit facility | Credit facility | Diamond Offshore Drilling, Inc.                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity           $ 300,000,000      
Borrowings outstanding           $ 0      
Credit facility | 2023 Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Letters of credit outstanding amount   $ 24,000,000   $ 24,000,000          
Credit facility | 2023 Revolving Credit Agreement | Credit facility                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 550,000,000                
Borrowings outstanding   $ 0   $ 0          
v3.24.3
Debt - Schedule of Long-Term Debt, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Long-term debt $ 1,981,237 $ 586,203
Carrying Value    
Debt Instrument [Line Items]    
Total debt 1,981,237 586,203
Less: Current maturities of long-term debt 0 0
Long-term debt 1,981,237 586,203
Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt 2,020,254 626,472
Less: Current maturities of long-term debt 0 0
Long-term debt $ 2,020,254 626,472
8.000% Senior Notes due April 2030 | Senior secured notes    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 8.00%  
8.000% Senior Notes due April 2030 | Senior secured notes | Carrying Value    
Debt Instrument [Line Items]    
Total debt $ 1,401,271 586,203
8.000% Senior Notes due April 2030 | Senior secured notes | Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt $ 1,445,416 626,472
8.500% Senior Secured Second Lien Notes due October 2030 | Senior secured notes    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 8.50%  
8.500% Senior Secured Second Lien Notes due October 2030 | Senior secured notes | Carrying Value    
Debt Instrument [Line Items]    
Total debt $ 579,966 0
8.500% Senior Secured Second Lien Notes due October 2030 | Senior secured notes | Estimated Fair Value    
Debt Instrument [Line Items]    
Total debt $ 574,838 $ 0
v3.24.3
Revenue and Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total $ 800,549 $ 697,450 $ 2,130,477 $ 1,946,039
Contract drilling services        
Disaggregation of Revenue [Line Items]        
Total 763,543 671,004 2,036,678 1,852,474
Floaters        
Disaggregation of Revenue [Line Items]        
Total 605,327 549,130 1,617,538 1,519,346
Jackups        
Disaggregation of Revenue [Line Items]        
Total $ 158,216 $ 121,874 $ 419,140 $ 333,128
v3.24.3
Revenue and Customers - Additional Information (Details) - USD ($)
$ in Millions
9 Months Ended
Oct. 03, 2022
Sep. 30, 2024
Maersk Drilling    
Disaggregation of Revenue [Line Items]    
Favorable customer contracts, fair value adjustments $ 23.0  
Unfavorable customer contracts, fair value adjustment 237.7  
Diamond Offshore Drilling, Inc.    
Disaggregation of Revenue [Line Items]    
Unfavorable customer contracts, fair value adjustment 27.7  
Chapter 11 Bankruptcy    
Disaggregation of Revenue [Line Items]    
Favorable customer contracts, fair value adjustments $ 113.4  
Minimum    
Disaggregation of Revenue [Line Items]    
Payment term (in days)   30 days
Maximum    
Disaggregation of Revenue [Line Items]    
Payment term (in days)   60 days
v3.24.3
Revenue and Customers - Contract Assets and Contract Liabilities with Customers (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]        
Current customer contract assets $ 17,166 $ 4,208    
Noncurrent customer contract assets 13,759 208    
Total customer contract assets 30,925 4,416 $ 3,171 $ 11,537
Current deferred revenue (48,148) (19,679)    
Noncurrent deferred revenue (37,721) (23,393)    
Total deferred revenue $ (85,869) $ (43,072) $ (33,563) $ (59,797)
v3.24.3
Revenue and Customers - Significant Changes in Contract Assets and Contract Liabilities (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Contract Assets    
Contract assets, beginning balance $ 4,416 $ 11,537
Amortization of deferred costs (17,088) (21,722)
Additions to deferred costs 43,597 13,356
Total 26,509 (8,366)
Contract assets, ending balance 30,925 3,171
Contract Liabilities    
Contract liabilities, beginning balance (43,072) (59,797)
Amortization of deferred revenue 54,411 62,125
Additions to deferred revenue (97,208) (35,891)
Total (42,797) 26,234
Contract liabilities, ending balance $ (85,869) $ (33,563)
v3.24.3
Revenue and Customers - Favorable and Unfavorable Contracts (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Unfavorable contracts    
Beginning balance $ (50,863)  
Ending balance (23,397)  
Maersk Drilling    
Unfavorable contracts    
Beginning balance (50,863) $ (181,883)
Additions (27,663) 0
Amortization 55,129 118,571
Ending balance (23,397) (63,312)
Maersk Drilling | Favorable contracts    
Favorable contracts    
Beginning balance 10,128 34,372
Additions 0 0
Amortization (8,549) (23,031)
Ending balance $ 1,579 $ 11,341
v3.24.3
Revenue and Customers - Estimated Future Amortization (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2022
Unfavorable contracts        
Noncurrent contract liabilities $ 23,397 $ 50,863    
Maersk Drilling        
Unfavorable contracts        
2024 14,531      
2025 8,866      
Noncurrent contract liabilities 23,397 50,863 $ 63,312 $ 181,883
Total        
2024 13,166      
2025 8,652      
Total 21,818      
Maersk Drilling | Favorable contracts        
Favorable contracts        
2024 (1,365)      
2025 (214)      
Favorable contracts $ (1,579) $ (10,128) $ (11,341) $ (34,372)
v3.24.3
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred tax assets, net of valuation allowance $ 340.9   $ 340.9    
Deferred tax liabilities 8.9   8.9    
Valuation allowance 18.2   18.2    
Reserves for uncertain tax positions 208.4   208.4   $ 202.3
Uncertain tax positions, related tax benefits 8.8   8.8   $ 0.1
Foreign Tax Authority | Guyana and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits 36.2        
Foreign Tax Authority | Guyana, Nigeria, Switzerland, and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits     117.8    
Tax expenses related to various recurring items $ 67.8   $ 134.0    
Foreign Tax Authority | Guyana, Norway, Switzerland, and Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits   $ 17.2      
Foreign Tax Authority | Guyana          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       $ 80.8  
Foreign Tax Authority | Luxembourg          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       18.1  
Foreign Tax Authority | Switzerland          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       10.5  
Foreign Tax Authority | Norway          
Effective Income Tax Rate Reconciliation [Line Items]          
Deferred foreign tax benefits       $ 4.1  
v3.24.3
Employee Benefit Plans - Schedule of Pension Costs (Gains) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Non-US        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost $ 608 $ 508 $ 1,642 $ 1,632
Return on plan assets (665) (433) (1,796) (1,392)
Recognized net actuarial (gain) loss 28 54 77 176
Net pension benefit cost (gain) (29) 129 (77) 416
US        
Defined Benefit Plan Disclosure [Line Items]        
Interest cost 2,188 2,248 6,563 6,744
Return on plan assets (2,311) (2,394) (6,932) (7,184)
Recognized net actuarial (gain) loss 0 (58) 0 (173)
Net pension benefit cost (gain) $ (123) $ (204) $ (369) $ (613)
v3.24.3
Employee Benefit Plans - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Retirement Benefits [Abstract]        
Defined benefit plan, contributions by employer $ 0 $ 0 $ 0 $ 0
Defined benefit plans, service costs $ 0 $ 0 $ 0 $ 0
v3.24.3
Commitments and Contingencies (Details) - USD ($)
$ in Millions
1 Months Ended 9 Months Ended
Feb. 29, 2016
Sep. 30, 2024
Credit facility | Unsecured Debt    
Other Commitments [Line Items]    
Letters of credit outstanding amount   $ 114.7
Credit facility | 2023 Revolving Credit Agreement    
Other Commitments [Line Items]    
Letters of credit outstanding amount   24.0
Replacement Parts    
Other Commitments [Line Items]    
Total remaining payments due under service agreement   37.0
Hurricane Ida Personal Injury Claims    
Other Commitments [Line Items]    
Claim insurance deductible amount   $ 5.0
Minimum    
Other Commitments [Line Items]    
Percentage of uncertain tax positions likelihood of being sustained   50.00%
Service Agreements    
Other Commitments [Line Items]    
Maturity of service arrangement (in years) 10 years  
Annual payments due under service agreement   $ 24.7
Total remaining payments due under service agreement   73.6
Non-US | Customs and Other Business Taxes    
Other Commitments [Line Items]    
Approximate audit claims assessed   $ 390.5
v3.24.3
Supplemental Financial Information - Additional Information (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 04, 2024
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Business Acquisition, Equity Interests Issued or Issuable [Line Items]        
Restricted cash   $ 13,200   $ 7,000
Cash paid in stock-based business combination, net   $ (400,458) $ 0  
Diamond Offshore Drilling, Inc.        
Business Acquisition, Equity Interests Issued or Issuable [Line Items]        
Cash paid in stock-based business combination, net $ (400,500)      
Non-cash consideration to acquire business 879,900      
Net assets acquired $ 1,490,225      
v3.24.3
Supplemental Financial Information - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Operating leases    
Right-of-use assets $ 83,775 $ 24,528
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Current lease liabilities $ 16,378 $ 10,581
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities
Long-term lease liabilities $ 69,627 $ 15,082
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
Finance leases    
Right-of-use assets $ 44,254 $ 0
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Other assets Other assets
Current lease liabilities $ 26,443 $ 0
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other current liabilities Other current liabilities
Long-term lease liabilities $ 15,616 $ 0
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
v3.24.3
Supplemental Financial Information - Effect of Changes in Other Assets and Liabilities on Cash Flows from Operating Activities (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Supplemental Financial Information [Abstract]    
Accounts receivable $ (10,232) $ (169,944)
Other current assets 8,624 (30,250)
Other assets 153 7,356
Accounts payable (18,136) (721)
Other current liabilities 27,592 22,815
Other liabilities 5,481 6,192
Total net change in assets and liabilities $ 13,482 $ (164,552)
v3.24.3
Supplemental Financial Information - Schedule of Non-Cash Investing and Financing Activities (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Supplemental Financial Information [Abstract]    
Accrued capital expenditures at period end $ 60,691 $ 71,291
v3.24.3
Information about Noble Finance II - Additional Information (Details)
Aug. 31, 2024
Apr. 18, 2023
8.000% Senior Notes due April 2030 | Senior Notes    
Debt Instrument [Line Items]    
Stated interest rate (as a percent) 8.00% 8.00%
v3.24.3
Information about Noble Finance II - Schedule of Financial Information Below Reflects the Consolidated Accounts of Noble Finance II (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Condensed Balance Sheet Statements, Captions [Line Items]                
Cash and cash equivalents $ 391,858   $ 391,858     $ 360,794    
Total current assets 1,410,691   1,410,691     1,061,748    
Total current liabilities 900,465   900,465     641,680    
Total shareholders' equity 4,684,949 $ 3,833,000 4,684,949 $ 3,833,000 $ 3,985,002 $ 3,921,240 $ 3,719,420 $ 3,607,085
Condensed Income Statements, Captions [Line Items]                
Operating revenues 800,549 697,450 2,130,477 1,946,039        
Operating costs and expenses 685,066 496,674 1,697,488 1,529,014        
Depreciation and amortization 109,879 $ 77,146 287,347 218,412        
Condensed Cash Flow Statements, Captions [Line Items]                
Net cash provided by (used in) operating activities     519,261 286,848        
Capital expenditures     (434,653) (268,131)        
Proceeds from disposal of assets, net     4,885 0        
Dividend payments     (198,150) $ (42,369)        
Subsidiaries                
Condensed Balance Sheet Statements, Captions [Line Items]                
Cash and cash equivalents 211,596   211,596          
Total current assets 1,568,804   1,568,804          
Total current liabilities 588,894   588,894          
Total debt 1,401,271   1,401,271          
Total shareholders' equity $ 4,469,705   4,469,705          
Condensed Income Statements, Captions [Line Items]                
Operating revenues     2,035,977          
Operating costs and expenses     1,533,046          
Depreciation and amortization     275,990          
Condensed Cash Flow Statements, Captions [Line Items]                
Net cash provided by (used in) operating activities     611,988          
Capital expenditures     (423,892)          
Proceeds from disposal of assets, net     (690)          
Dividend payments     $ 0          

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1 Year Noble (PK) Chart

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