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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): November 5, 2024
__________________________________________
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
England and Wales 001-41520 98-1644664
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. employer identification no.)
13135 Dairy Ashford,Suite 800,Sugar Land,Texas77478
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: 281 276-6100
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.  ☐




Item 2.02.    Results of Operations and Financial Condition.
On November 5, 2024, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended September 30, 2024. A copy of such press release is included as Exhibit 99.1 and will be published in the “Investors” section on the Company’s website at www.noblecorp.com.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Item 7.01.    Regulation FD Disclosure.
On November 6, 2024, the President and Chief Executive Officer of Noble Corporation plc (NYSE: NE), Robert W. Eifler, together with other executive officers, plan to announce Noble Corporation plc's earnings for the quarter ended September 30, 2024, via teleconference, which will be open to the public and broadcast live over the internet. A copy of the slide presentation used in connection with the teleconference is attached as Exhibit 99.2 and is incorporated by reference into this item.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the slide presentation is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits
EXHIBIT
NUMBERDESCRIPTION
Exhibit 99.1
Exhibit 99.2
Exhibit 104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.



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 hereunto duly authorized.
 
  NOBLE CORPORATION plc
Date:November 5, 2024  By: /s/ Robert W. Eifler
 Robert W. Eifler
 President and Chief Executive Officer



EXHIBIT 99.1
PRESS RELEASE
noblelogocolorsmall.jpg
NOBLE CORPORATION PLC ANNOUNCES THIRD QUARTER 2024 RESULTS AND ADDITIONAL SHARE REPURCHASE AUTHORIZATION
•Closed Diamond acquisition on September 4th
•Increased capital return program with additional share repurchase authorization of $400 million
•Repurchased 6.9 million of shares in Q3 2024, $0.50 per share dividend declared for Q4 2024, bringing total FY 2024 cash returns to shareholders to over $525 million, including Q4 dividend
•Q3 Net Income of $61 million, Diluted Earnings Per Share of $0.40, Adjusted EBITDA of $291 million, net cash provided by operating activities of $284 million, and Free Cash Flow of $165 million
•Q4 2024 Guidance provided as follows: Total Revenue $850 to $890 million, Adjusted EBITDA $275 to $305 million, Capital Additions (net of reimbursements) $105 to $135 million
SUGAR LAND, TEXAS, November 5, 2024 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, “Noble” or the “Company”) today reported third quarter 2024 results.
Three Months Ended
(in millions, except per share amounts)September 30, 2024September 30, 2023June 30,
2024
Total Revenue$801 $697 $693 
Contract Drilling Services Revenue764 671 661 
Net Income (Loss)61 158 195 
Adjusted EBITDA*291 283 271 
Adjusted Net Income (Loss)*89 127 105 
Basic Earnings (Loss) Per Share0.41 1.14 1.37 
Diluted Earnings (Loss) Per Share0.40 1.09 1.34 
Adjusted Diluted Earnings (Loss) Per Share*0.58 0.87 0.72 
* A Non-GAAP supporting schedule is included with the statements and schedules in this press release.
Robert W. Eifler, President and Chief Executive Officer of Noble Corporation plc, stated “We are excited to have closed on the Diamond acquisition during the third quarter, enabling us to start capturing the value from the transaction earlier than expected. Our strategy of pursuing rational and accretive growth in the high-end deepwater segment toward an ultimate objective of maximizing cash returns to shareholders is yielding tangible results, as evidenced by robust third quarter free cash flow and a sector leading dividend and buyback program. Despite a more muted near-term demand environment than we had envisioned coming into this year, Noble is uniquely well positioned to deliver customer and shareholder value through various market conditions.”


Third Quarter Results
Contract drilling services revenue for the third quarter of 2024 totaled $764 million compared to $661 million in the second quarter of 2024, with the sequential increase driven primarily by an approximate four weeks of contribution from the legacy Diamond fleet. Marketed fleet utilization was 82% in the three months ended
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September 30, 2024, compared to 78% in the previous quarter. Contract drilling services costs for the third quarter of 2024 were $434 million, up from $336 million for the second quarter of 2024, with the sequential increase driven by the legacy Diamond fleet and partially offset by lower contract preparation and mobilization expenses. Net income decreased to $61 million in the third quarter of 2024, down from $195 million in the second quarter of 2024, and Adjusted EBITDA increased to $291 million in the third quarter of 2024, up from $271 million in the second quarter of 2024. Net cash provided by operating activities in the third quarter of 2024 was $284 million, net capital expenditures were $119 million, and free cash flow (non-GAAP) was $165 million.

Balance Sheet, Capital Allocation, and Increased Shareholder Return Authorization
The Company's balance sheet as of September 30, 2024, reflected total debt principal value of approximately $2.0 billion and cash (and cash equivalents) of $392 million.

The Company repurchased approximately 6.9 million shares in the third quarter for $250 million, bringing total repurchases executed under the original $400 million program to $360 million. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million, subject to any applicable shareholder approval limits. This authorization does not have a fixed expiration, and may be modified, suspended or discontinued at any time. The program does not obligate the Company to acquire any particular amount of shares.

On November 5, 2024, Noble’s Board of Directors approved an interim quarterly cash dividend on our ordinary shares of $0.50 per share for the fourth quarter of 2024. 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 Company intends to continue to pay dividends on a quarterly basis, and the fourth quarter dividend represents $2.00 on an annualized basis. 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.
Operating Highlights and Backlog
Noble's marketed fleet of twenty-five floaters was 81% contracted during the third quarter (including nine marketed floaters from the legacy Diamond fleet on a partial quarter basis from September 4, 2024), compared with 78% in the prior quarter. Industry leading edge dayrates for tier-1 drillships remain in the mid $400,000s to low $500,000s per day range. Contract fixtures for lower specification floaters have been limited in 2024, and are expected to reflect a softer utilization environment throughout 2025 due to continuing white space risk that is impacting all floater segments.

Utilization of Noble's thirteen marketed jackups improved to 83% in the third quarter, compared with 77% in the prior quarter. Leading edge harsh environment jackup dayrates remain in the mid $200,000s per day in Norway and $130,000 to $150,000 per day in the rest of the North Sea. The Northern Europe jackup market continues to indicate potential for a slight demand improvement in Norway for 2025, while policy and permitting factors present potential headwinds for the Southern North Sea.
Subsequent to last quarter’s earnings press release, ExxonMobil Guyana awarded an additional 4.8 years of backlog under the Commercial Enabling Agreement (CEA), intended to extend the contract duration for each of our four drillships operating under the CEA from Q2 2027 to Q3 2028. Additionally, the Ocean Endeavor has been awarded an additional 130 days with Shell in the UK North Sea.

Noble’s current backlog as of November 5, 2024, stands at $6.2 billion.

Outlook
For the fourth quarter of 2024, Noble is providing guidance as follows: Total revenue in the range of $850 to $890 million; Adjusted EBITDA in the range of $275 to $305 million, and capital additions (net of reimbursements) in the range of $105 to $135 million.

Commenting on Noble’s outlook, Mr. Eifler stated, “We remain encouraged by the high level of tangible contract opportunities in our commercial pipeline which is expected to drive a backlog inflection sometime next year. In the meantime, Noble is poised to generate robust cash flow amid sub-optimal utilization over the near term. We remain committed to returning essentially all free cash flow to shareholders and are pleased to announce a second $400 million share repurchase authorization.”

Due to the forward-looking nature of Adjusted EBITDA, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure. Accordingly, the Company is unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. The unavailable information could have a significant effect on Noble's fourth quarter 2024 GAAP financial results.
2


Conference Call
Noble will host a conference call related to its third quarter 2024 results on Wednesday, November 6th, 2024, at 8:00 a.m. U.S. Central Time. Interested parties may dial +1 800-715-9871 and refer to conference ID 31391 approximately 15 minutes prior to the scheduled start time. Additionally, a live webcast link will be available on the Investor Relations section of the Company’s website. A webcast replay will be accessible for a limited time following the call.

For additional information, visit www.noblecorp.com or email investors@noblecorp.com.

Contact Noble Corporation plc
Ian Macpherson
Vice President - Investor Relations
+1 713-239-6019
imacpherson@noblecorp.com

About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide. Additional information on Noble is available at www.noblecorp.com.

Dividend Details and Return of Capital Disclaimers
Dividends payable to Noble shareholders will generally be paid in U.S. dollars (USD). However, holders of shares in the form of share entitlements admitted to trading on NASDAQ Copenhagen will receive an equivalent dividend payment in Danish krone (DKK) as determined by the exchange rate on a specified date. The holders of such share entitlements bear the risk of fluctuations in USD and DKK exchange rates.

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 today, 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.

Forward-looking Statements
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including those regarding future guidance, including revenue, adjusted EBITDA, the offshore drilling market and demand fundamentals, realization and timing of integration synergies, costs, the benefits or results of acquisitions or dispositions such as the acquisition of Diamond Offshore Drilling, Inc. (the “Diamond Transaction”), free cash flow expectations, capital expenditures, capital additions, capital allocation expectations, including planned dividends and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, major project schedules, dayrates and duration, any asset sales, access to capital, fleet condition and utilization, timing and amount of insurance recoveries and 2024 financial guidance. 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 communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “target,” “will” and similar expressions are intended to be among the statements 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 communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission, including, but not limited to, 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. We cannot control such risk factors and other
3

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 consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued.
4

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
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 
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NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
September 30, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$391,858 $360,794 
Accounts receivable, net752,270 548,844 
Prepaid expenses and other current assets266,563 152,110 
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 
Other current liabilities374,893 149,202 
Total current liabilities900,465 641,680 
Long-term debt1,981,237 586,203 
Other liabilities445,096 307,451 
Noncurrent contract liabilities23,397 50,863 
Total liabilities3,350,195 1,586,197 
Commitments and contingencies
Total shareholders’ equity4,684,949 3,921,240 
Total liabilities and equity$8,035,144 $5,507,437 

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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)— 
Changes in components of working capital and other operating activities
(55,854)(189,618)
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 exercised628 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 

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NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization (1)
Three Months EndedThree Months EndedThree Months Ended
September 30, 2024June 30, 2024September 30, 2023
Floaters72 %70 %77 %
Jackups83 %77 %64 %
Total76 %73 %72 %
Operating Days
Three Months EndedThree Months EndedThree Months Ended
September 30, 2024June 30, 2024September 30, 2023
Floaters1,418 1,138 1,348 
Jackups991 914 824 
Total2,409 2,052 2,172 
Average Dayrates
Three Months EndedThree Months EndedThree Months Ended
September 30, 2024June 30, 2024September 30, 2023
Floaters$424,199 $435,677 $403,813 
Jackups159,444 155,585 140,775 
Total$315,295 $310,962 $304,040 
(1) Average Rig Utilization statistics include all marketed and cold stacked rigs.
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NOBLE CORPORATION plc AND SUBSIDIARIES
CALCULATION OF BASIC AND DILUTED NET INCOME/(LOSS) PER SHARE
(In thousands, except per share amounts)
(Unaudited)

The following tables presents the computation of basic and diluted income (loss) per share:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Numerator:
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 

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NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
Certain non-GAAP measures and corresponding reconciliations to GAAP financial measures for the Company have been provided for meaningful comparisons between current results and prior operating periods. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.
The Company defines “Adjusted EBITDA” as net income (loss) adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; amortization of intangible assets and contract liabilities, net; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. We prepare Adjusted Net Income (Loss) by eliminating from Net Income (Loss) the impact of a number of non-recurring items we do not consider indicative of our on-going performance. We prepare Adjusted Diluted Earnings (Loss) per Share by eliminating from Diluted Earnings per Share the impact of a number of non-recurring items we do not consider indicative of our on-going performance. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends that could otherwise be masked by the effect of the non-recurring items we exclude in the measure.
The Company also discloses free cash flow as a non-GAAP liquidity measure. Free cash flow is calculated as Net cash provided by (used in) operating activities less cash paid for capital expenditures. We believe Free Cash Flow is useful to investors because it measures our ability to generate or use cash. Once business needs and obligations are met, this cash can be used to reinvest in the company for future growth or to return to shareholders through dividend payments or share repurchases. We may have certain obligations such as non-discretionary debt service that are not deducted from the measure. Such business needs, obligations, and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses including return of capital.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management team for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.
These non-GAAP adjusted measures should be considered in addition to, and not as a substitute for, or superior to, contract drilling revenue, contract drilling costs, contract drilling margin, average daily revenue, operating income, cash flows from operations, or other measures of financial performance prepared in accordance with GAAP. Please see the following non-GAAP Financial Measures and Reconciliations for a complete description of the adjustments.
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NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Adjusted EBITDA
Three Months Ended September 30,Three Months Ended
20242023June 30, 2024
Net income (loss)$61,216 $158,323 $195,008 
Income tax (benefit) provision31,608 51,659 (5,228)
Interest expense, net of amounts capitalized24,951 13,005 11,996 
Interest income and other, net(2,292)(17,206)8,183 
Depreciation and amortization109,879 77,146 90,770 
Amortization of intangible assets and contract liabilities, net
(3,730)(10,803)(22,497)
Gain on bargain purchase
— (5,005)— 
Merger and integration costs69,214 12,966 10,618 
(Gain) loss on sale of operating assets, net
— — (17,357)
Hurricane losses and (recoveries), net— 2,642 — 
Adjusted EBITDA$290,846 $282,727 $271,493 

Reconciliation of Income Tax Benefit (Provision)
Three Months Ended September 30,Three Months Ended
20242023June 30, 2024
Income tax benefit (provision)$(31,608)$(51,659)$5,228 
Adjustments
Amortization of intangible assets and contract liabilities, net
90 6,079 101 
Joint taxation scheme compensation— (1,981)— 
Gain (loss) on sale of operating assets, net
— — 2,500 
Discrete tax items(37,688)(17,088)(63,067)
Total Adjustments(37,598)(12,990)(60,466)
Adjusted income tax benefit (provision)$(69,206)$(64,649)$(55,238)
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NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Net Income (Loss)
Three Months Ended September 30,Three Months Ended
20242023June 30, 2024
Net income (loss)$61,216 $158,323 $195,008 
Adjustments
Amortization of intangible assets and contract liabilities, net(3,640)(4,724)(22,396)
Joint taxation scheme compensation
— (19,837)— 
Gain on bargain purchase
— (5,005)— 
Merger and integration costs69,214 12,966 10,618 
(Gain) loss on sale of operating assets, net
— — (14,857)
Hurricane losses and (recoveries), net— 2,642 — 
Discrete tax items(37,688)(17,088)(63,067)
Total Adjustments27,886 (31,046)(89,702)
Adjusted net income (loss) $89,102 $127,277 $105,306 
Reconciliation of Diluted EPS
Three Months Ended September 30,Three Months Ended
20242023June 30, 2024
Unadjusted diluted EPS$0.40 $1.09 $1.34 
Adjustments
Amortization of intangible assets and contract liabilities, net(0.02)(0.03)(0.15)
Joint taxation scheme compensation
— (0.14)— 
Gain on bargain purchase— (0.03)— 
Merger and integration costs0.45 0.08 0.06 
(Gain) loss on sale of operating assets, net
— — (0.10)
Hurricane losses and (recoveries), net— 0.02 — 
Discrete tax items(0.25)(0.12)(0.43)
Total Adjustments0.18 (0.22)(0.62)
Adjusted diluted EPS$0.58 $0.87 $0.72 
Reconciliation of Free Cash Flow
Three Months Ended September 30,Three Months Ended
20242023June 30, 2024
Net cash provided by (used in) operating activities$283,781 $138,768 $106,791 
Capital expenditures, net of proceeds from insurance claims(119,104)(98,601)(132,513)
Free cash flow$164,677 $40,167 $(25,722)

12

NOBLE OFFSHORE DRILLING, INC.
UNAUDITED SELECTED FINANCIALS

On the Merger Effective Date, Diamond Offshore Drilling, Inc. merged into Noble Offshore Drilling, Inc. with Noble Offshore Drilling, Inc. being the surviving entity.
The indenture governing the 8.500% Senior Secured Second Lien Notes due October 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC (“Diamond Second Lien Notes”) contains a covenant that requires Noble Offshore Drilling, Inc., as a successor Guarantor, to furnish to holders of the Diamond Second Lien Notes certain financial information relating to Noble Offshore Drilling, Inc. and its restricted subsidiaries.
September 30, 2024
Balance Sheet
Cash and cash equivalents$179,801 
Total current assets455,946 
Total current liabilities298,270 
Total debt1,171,316 
Total shareholder’s equity864,444 
Consolidated Diamond Offshore Drilling, Inc.Consolidated Noble Offshore Drilling, Inc.
Period from
July 1, 2024
through
September 3, 2024		Period from
September 4, 2024
through
September 30, 2024
Statements of Operations
Operating revenues$197,013 $94,380 
Operating costs and expenses142,917 95,246 
Depreciation and amortization22,210 11,357 
Statements of Cash Flows
Net cash provided by (used in) operating activities$56,867 $(8,887)
Capital expenditures(17,434)(10,562)
Proceeds from disposal of assets, net8,910 5,575 
Dividend payments— — 
13
Noble Corporation plc Third Quarter 2024 Earnings Conference Call November 6, 2024

 
Disclaimer Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including those regarding future guidance, including revenue, adjusted EBITDA, the offshore drilling market and demand fundamentals, realization and timing of integration synergies, costs, the benefits or results of acquisitions or dispositions such as the acquisition of Diamond Offshore Drilling, Inc. (the “Diamond Transaction”), free cash flow expectations, capital expenditures, capital additions, capital allocation expectations, including planned dividends and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, major project schedules, dayrates and duration, any asset sales, access to capital, fleet condition and utilization, timing and amount of insurance recoveries and 2024 financial guidance. 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 communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “target,” “will” and similar expressions are intended to be among the statements 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 communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission, including, but not limited to, 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. 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 consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued. Non-GAAP Measures This presentation includes certain financial measures that we use to describe the Company's performance that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The non-GAAP information presented herein provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. The Company defines "Adjusted EBITDA" as net income adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. The Company defines net debt as indebtedness minus cash and cash equivalents; free cash flow as cash flow from operations minus capital expenditures; adjusted EBITDA margin as adjusted EBITDA divided by total revenues; and leverage as net debt divided by annualized adjusted EBITDA from the most recently reported quarter. The Company defines net capital expenditures as capital expenditures net of reimbursements and insurance proceeds, and we define Capital Additions as additions to property and equipment. Additionally, due to the forward-looking nature of Adjusted EBITDA, management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure. Accordingly, the company is unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. 2

 
Summary Robust Return of Capital Program $250M in Q3 buybacks, additional $400M buyback authorization (first $400M authorization 90% complete), >6% dividend yield Approximately $790M in New Contracts Since Last Quarter Sam Croft, Tom Madden, Don Taylor, Bob Douglas, Ocean Endeavor Q4 Outlook: Adjusted EBITDA $275-$305M Total Revenues $850-$890M, net capital additions $105-$135M Q3 Adjusted EBITDA of $291M, Free Cash Flow of $165M 7% sequential increase in Adjusted EBITDA driven by ~4 weeks of Diamond contribution 3 Diamond Integration Progressing on Track $100M synergies (75% in year one) on track; transaction immediately accretive to FCF per share

 
Third Quarter Financial Highlights Adjusted EBITDA $291M $271M Net capital expenditures $119M $133M Free cash flow $165 ($26)M Net debt $1,590M $459M Backlog $6.2B $4.2B Liquidity $918M $656M Adjusted EBITDA margin 36% 39% Leverage 1.4x 0.4x 4 Prior quarter figures for Q2 2024 shown below

 
Current Backlog Stands at $6.2 Billion 2024 2025 2026 2027 2028 Legacy NE Floaters Jackups Legacy DO Floaters 75% 56% 21%31% Percentage of available days committed1 Backlog ($B) and Contract Coverage 5 0.5 2.6 1.7 1.0 1) Committed days on total marketed fleet of 38 rigs, excluding three cold stacked rigs, per 11/5/2024 fleet status report 2) 2024 backlog represents remaining 8 weeks of the year, from 11/5/24. 0.4 7%

 
2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Faye Kozack (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Valiant (7g dual BOP) Noble Sam Croft (7g dual BOP) Noble Don Taylor (7g dual BOP) Noble Bob Douglas (7g dual BOP) Noble Tom Madden (7g dual BOP) Ocean BlackHawk (7g dual BOP) Ocean BlackHornet (7g dual BOP) Ocean BlackLion (7g dual BOP) Noble BlackRhino (7g dual BOP) Noble Gerry de Souza (6g dual BOP) Noble Globetrotter I (6g) Pacific Meltem (7g dual BOP) Pacific Scirocco (6g) Noble Voyager (7g dual BOP) Noble Viking (7g) Noble Venturer (7g dual BOP) Noble Globetrotter II (6g) Firm contracts, excluding options, per 11/5/24 fleet status 6 Recent Highlights • Guyana: 4.8 additional rig years of backlog awarded to Tom Madden, Sam Croft, Don Taylor, and Bob Douglas under the CEA with ExxonMobil. Drillship Fleet Overview cold stacked cold stacked

 
2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Ocean GreatWhite (HE 6g) Ocean Courage (6g) Ocean Apex (5g) Ocean Endeavor (HE 5g)) Ocean Patriot (HE 3g) Ocean Onyx (5g) Noble Developer (6g) Noble Deliverer (6g) Noble Discoverer (6g) Firm contracts, excluding options, per 11/5/24 fleet status 7 Semisubmersible Fleet Overview cold stacked Recent Highlights • Ocean Endeavor: 130-day extension with Shell in the UK North Sea, March-July 2025

 
2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Resilient (CJ50) Noble Resolute (CJ50) Noble Reacher (CJ50) Noble Invincible (CJ70) Noble Resolve (CJ50) Noble Highlander (JU-2000E) Noble Intrepid (CJ70) Noble Tom Prosser (JU-3000N) Noble Mick O’Brien (JU-3000N) HARSH ENVIRONMENT Noble Interceptor (CJ70) Noble Integrator (CJ70) Noble Innovator (CJ70) ULTRA HARSH ENVIRONMENT Noble Regina Allen (JU-3000N) Firm contracts, excluding options, per 11/5/24 fleet status 8 Jackup Fleet Overview

 
Financial Overview ($ millions) Quarter End 9/30/2024 Quarter End 6/30/2024 Revenue 801 693 Adjusted EBITDA 291 271 margin % 36% 39% Net Income 61 195 Diluted EPS 0.40 1.34 Cash flow from operations 284 107 Cash paid for capital expenditures, net 119 133 Free cash flow 165 (26) Net debt 1 1,590 459 Leverage 2 1.4x 0.4x Liquidity 3 918 656 1) Net debt defined as total indebtedness minus cash and cash equivalents. 2) Leverage ratio defined as net debt divided by annualized Adjusted EBITDA for the period. 3) 9/30/24 liquidity includes $392 million cash and cash equivalents plus $526 million RCF availability net of Letters of Credit outstanding Non-GAAP to GAAP reconciliations provided on page 10.

 
Q4 2024 Guidance Revenue 850 - 890 Adjusted EBITDA 275 – 305 Capital Additions, net of reimbursements 105 – 135 $ millions 10

 
Appendix: Reconciliation to GAAP Measures Reconciliation of Adjusted EBITDA Three Months Ended September 30, Three Months Ended 2024 2023 June 30, 2024 Net income (loss) $ 61,216 $ 158,323 $ 195,008 Income tax (benefit) provision 31,608 51,659 (5,228) Interest expense, net of amounts capitalized 24,951 13,005 11,996 Interest income and other, net (2,292) (17,206) 8,183 Depreciation and amortization 109,879 77,146 90,770 Amortization of intangible assets and contract liabilities, net (3,730) (10,803) (22,497) Gain on bargain purchase — (5,005) — Merger and integration costs 69,214 12,966 10,618 (Gain) loss on sale of operating assets, net — — (17,357) Hurricane losses and (recoveries), net — 2,642 — Adjusted EBITDA $ 290,846 $ 282,727 $ 271,493 Total revenue $ 800,549 $ 697,450 $ 692,844 Adjusted EBITDA margin 36 % 41 % 39 % Reconciliation of Free Cash Flow Three Months Ended September 30, Three Months Ended 2024 2023 June 30, 2024 Net cash provided by (used in) operating activities $ 283,781 $ 138,768 $ 106,791 Capital expenditures, net of proceeds from insurance claims (119,104) (98,601) (132,513) Free cash flow $ 164,677 $ 40,167 $ (25,722) Reconciliation of Net Debt September 30, 2024 December 31, 2023 Long-term debt $ 1,981,237 $ 586,203 Cash and cash equivalents 391,858 360,794 Net Debt $ 1,589,379 $ 225,409

 

 
v3.24.3
Cover
Nov. 05, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 05, 2024
Entity Registrant Name NOBLE CORPORATION plc
Entity Central Index Key 0001895262
Amendment Flag false
Entity Incorporation, State or Country Code X0
Entity File Number 001-41520
Entity Tax Identification Number 98-1644664
Entity Address, Address Line One 13135 Dairy Ashford,
Entity Address, Address Line Two Suite 800,
Entity Address, City or Town Sugar Land,
Entity Address, Country TX
Entity Address, Postal Zip Code 77478
City Area Code 281
Local Phone Number 276-6100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company 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 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
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
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