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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): October 31, 2023
__________________________________________
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 October 31, 2023, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended September 30, 2023. 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 1, 2023, 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, 2023 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:October 31, 2023  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 2023 RESULTS AND DIVIDEND INCREASE
•Increasing quarterly dividend to $0.40 per share in the fourth quarter.
•Net Income of $158 million, Diluted Earnings Per Share of $1.09, Adjusted EBITDA of $283 million, cash provided by operating activities of $139 million, and Free Cash Flow of $40 million.
•Full Year 2023 guidance for Adjusted EBITDA range now $775 to $825 million, the top half of the previous range.

SUGAR LAND, TEXAS, October 31, 2023 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, “Noble”, or the “Company”) today reported third quarter 2023 results.
Three Months Ended
(in millions, except per share amounts)September 30, 2023September 30, 2022June 30,
2023
Total Revenue$697 $306 $639 
Contract Drilling Services Revenue671 289 606 
Net Income (Loss)158 34 66 
Adjusted EBITDA*283 97 188 
Adjusted Net Income (Loss)*127 41 56 
Basic Earnings (Loss) Per Share1.14 0.48 0.48 
Diluted Earnings (Loss) Per Share1.09 0.41 0.45 
Adjusted Diluted Earnings (Loss) Per Share*0.87 0.50 0.38 
* A Non-GAAP supporting schedule is included with the statements and schedules attached to this press release.
Robert W. Eifler, President and Chief Executive Officer of Noble Corporation plc, stated “Our third quarter results reflect continued strong operational and financial performance and demonstrate the power of the Noble – Maersk Drilling combination where synergy progress and integration are ahead of schedule. We recently celebrated the one-year anniversary of the combination and I’d like to extend a special thank you to our employees around the world who have been so critical to the success of the integration which has exceeded all expectations. We remain optimistic about expanding free cash flow potential for Noble in the years ahead. To that end, we are pleased to be able to raise our quarterly dividend to $0.40 per share in the fourth quarter.”

Third Quarter Results
Contract drilling services revenue for the third quarter of 2023 totaled $671 million compared to $606 million in the second quarter, with the sequential increase driven by both higher average dayrates and utilization. Marketed fleet utilization was 78% in the three months ended September 30, 2023, compared to 76% in the previous quarter. Contract drilling services costs for the third quarter were $354 million, a slight decrease versus $363 million the second quarter due to lower repair and maintenance expense. Net income increased to $158 million in the third quarter, up from $66 million in the second quarter, and Adjusted EBITDA increased to $283 million in the third quarter, up from $188 million in the second quarter. Net cash provided by operating activities
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in the third quarter was $139 million, capital expenditures were $99 million, and free cash flow (non-GAAP) was $40 million.

Quarterly Dividend Increase
Noble’s Board of Directors approved an increase of the quarterly interim dividend to $0.40 per share in the fourth quarter of 2023. This dividend is to be payable on December 14th, 2023, to shareholders of record at close of business on November 15th, 2023. The Company intends to continue to pay dividends on a quarterly basis, and the fourth quarter dividend represents $1.60 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.

Balance Sheet and Capital Allocation
The Company's balance sheet as of September 30, 2023, reflected total debt principal value of $600 million and cash (and cash equivalents) of $245 million. Share repurchases totaled $10 million during the third quarter, bringing 2023 year-to-date share repurchases to $80 million, following approximately $86 million of cash used for share repurchases during the fourth quarter of 2022 (including the mandatory purchase associated with the Maersk Drilling squeeze-out).

Operating Highlights and Backlog
Noble's marketed fleet of sixteen floaters was 92% contracted through the third quarter, compared with 90% in the prior quarter. Recontracting visibility for the marketed fleet continues to be promising, with leading edge dayrates for working tier 1 drillships in the mid to high $400,000s range, and with moderate utilization inefficiencies caused by gaps between programs and scheduled maintenance related downtime.

Utilization of Noble's thirteen marketed jackups was 61% in the third quarter, compared with 59% utilization during the second quarter. Contracting activity for the jackup fleet has picked up moderately from recent cyclical lows with leading edge fixtures for harsh rigs in the $130,000 to $150,000 range, while persisting soft demand in Norway continues to suppress utilization and dayrate potential for ultra-harsh jackups.

Subsequent to last quarter’s earnings press release, new contracts for Noble’s fleet with total contract value of approximately $240 million (including mobilization payments) include the following:

•Noble Valiant was awarded a six-month contract with LLOG in the U.S. Gulf of Mexico, expected to commence in January 2024 in direct continuation of the rig’s current contract. The dayrate for this contract is $470,000, excluding additional fees for the use of managed pressure drilling.

•Noble Regina Allen was awarded a three well (estimated 220 days) contract with TotalEnergies in Argentina. This contract, expected to commence in mid-2024, has an operating dayrate of $150,000 excluding additional fees for mobilization and demobilization.

•Noble Globetrotter I and Noble Globetrotter II have both received additional contract terms from existing customers, with combined additional backlog of approximately $56 million and 5 months, extending both rigs into mid Q1 2024.

•Noble Reacher was extended by 15 months with TotalEnergies in the North Sea via previously priced options (approximately flat with the current dayrate), extending the rig’s firm contracted period to mid-2025 with one year of priced option remaining.

•Noble Resilient was awarded a 120-day contract with Petrogas in the North Sea at a dayrate of $133,000. This contract is expected to commence in Q3 2024.

Noble's backlog as of October 31, 2023 stands at $4.7 billion.

Outlook
For the full year 2023, Noble is increasing guidance for total revenue to a range of $2.5 to $2.6 billion (previously $2.35 to $2.55 billion) and Adjusted EBITDA to a range of $775 to $825 million (previously $725 to $825 million). Full year 2023 guidance for capital expenditures (net of reimbursable capex) remains unchanged at a range of $325 to $365 million.
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Commenting on Noble’s outlook, Mr. Eifler stated, “Strong year-to-date operational and financial performance has enabled us to increase full year guidance and the quarterly dividend. Our outlook for a sustained long-term up-cycle remains well supported by macro factors and customer dialogue. While moderately lower financial results are expected over the next two quarters due to contract sequencing and scheduled downtime, we continue to expect a nice step up in 2024 compared to 2023.”

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 full year 2023 GAAP financial results.
Conference Call
Noble will host a conference call related to its third quarter 2023 results on Wednesday, November 1st, 2023, at 8:00 a.m. U.S. Central Time. Interested parties may dial +1 929-203-0901 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 scheduled call.
For additional information, visit www.noblecorp.com or email investors@noblecorp.com.
Contact Noble Corporation plc
Ian Macpherson
Vice President - Investor Relations
+1 713-239-6507
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
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.

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, related costs to achieve, new technology and software platforms, free cash flow expectations, capital expenditure, capital allocation expectations including planned dividend and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, dayrates and duration, fleet condition and utilization, 2023 and 2024 financial guidance, business, financial performance and position and our plans, objectives, expectations and intentions related to the Noble-Maersk merger. 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 “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 statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking
3

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. 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 will be declared or continued.
4

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,
2023202220232022
Operating revenues
Contract drilling services$671,004 $289,494 $1,852,474 $746,992 
Reimbursables and other26,446 16,378 93,565 44,263 
697,450 305,872 1,946,039 791,255 
Operating costs and expenses
Contract drilling services354,199 186,482 1,078,521 530,710 
Reimbursables16,682 13,284 67,484 37,095 
Depreciation and amortization77,146 24,868 218,412 77,109 
General and administrative33,039 18,089 95,428 52,300 
Merger and integration costs12,966 9,338 47,049 27,916 
(Gain) loss on sale of operating assets, net
— 354 — (3,105)
Hurricane losses and (recoveries), net2,642 1,896 22,120 4,701 
496,674 254,311 1,529,014 726,726 
Operating income (loss)200,776 51,561 417,025 64,529 
Other income (expense)
Interest expense, net of amounts capitalized(13,005)(7,943)(44,539)(23,338)
Gain on bargain purchase5,005 — 5,005 — 
Gain (loss) on extinguishment of debt, net— (196)(26,397)(196)
Interest income and other, net17,206 3,235 16,292 4,766 
Income (loss) before income taxes209,982 46,657 367,386 45,761 
Income tax benefit (provision)(51,659)(13,072)(35,184)(11,775)
Net income (loss)$158,323 $33,585 $332,202 $33,986 
Per share data
Basic:
Net income (loss)$1.14 $0.48 $2.42 $0.49 
Diluted:
Net income (loss)$1.09 $0.41 $2.29 $0.42 
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NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
September 30, 2023December 31, 2022
ASSETS
Current assets
Cash and cash equivalents$244,792 $476,206 
Accounts receivable, net638,746 468,802 
Prepaid expenses and other current assets147,912 106,782 
Total current assets1,031,450 1,051,790 
Intangible assets11,341 34,372 
Property and equipment, at cost4,413,310 4,163,205 
Accumulated depreciation(399,005)(181,904)
Property and equipment, net4,014,305 3,981,301 
Goodwill— 26,016 
Other assets211,820 141,385 
Total assets$5,268,916 $5,234,864 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$— $159,715 
Accounts payable281,266 290,690 
Accrued payroll and related costs88,953 76,185 
Other current liabilities145,610 140,508 
Total current liabilities515,829 667,098 
Long-term debt585,791 513,055 
Other liabilities270,984 265,743 
Noncurrent contract liabilities63,312 181,883 
Total liabilities1,435,916 1,627,779 
Commitments and contingencies
Total shareholders’ equity3,833,000 3,607,085 
Total liabilities and equity$5,268,916 $5,234,864 

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NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended September 30,
20232022
Cash flows from operating activities
Net income (loss)$332,202 $33,986 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization218,412 77,109 
Amortization of intangible assets and contract liabilities, net(95,540)36,525 
Gain on bargain purchase
(5,005)— 
(Gain) loss on extinguishment of debt, net26,397 196 
(Gain) loss on sale of operating assets, net— (6,767)
Changes in components of working capital and other operating activities
(189,618)(31,243)
Net cash provided by (used in) operating activities286,848 109,806 
Cash flows from investing activities
Capital expenditures(268,131)(109,235)
Proceeds from disposal of assets, net— 15,756 
Net cash provided by (used in) investing activities(268,131)(93,479)
Cash flows from financing activities
Issuance of senior notes600,000 — 
Borrowings on credit facilities— 220,000 
Repayments of debt(673,411)(1,828)
Debt extinguishment costs(25,697)— 
Debt issuance costs(24,914)— 
Share repurchases(80,000)— 
Dividend payments(42,369)— 
Other financing activities(8,456)(4,142)
Net cash provided by (used in) financing activities(254,847)214,030 
Net increase (decrease) in cash, cash equivalents and restricted cash(236,130)230,357 
Cash, cash equivalents and restricted cash, beginning of period485,707 196,722 
Cash, cash equivalents and restricted cash, end of period$249,577 $427,079 

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NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization
Three Months EndedThree Months EndedThree Months Ended
September 30, 2023June 30, 2023September 30, 2022
Floaters77 %76 %78 %
Jackups64 %62 %82 %
Total72 %70 %80 %
Operating Days
Three Months EndedThree Months EndedThree Months Ended
September 30, 2023June 30, 2023September 30, 2022
Floaters1,348 1,305 792 
Jackups824 786 606 
Total2,172 2,091 1,398 
Average Dayrates
Three Months EndedThree Months EndedThree Months Ended
September 30, 2023June 30, 2023September 30, 2022
Floaters$403,813 $363,167 $285,362 
Jackups140,775 128,885 118,209 
Total$304,040 $275,066 $212,958 







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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,
2023202220232022
Numerator:
Net income (loss)$158,323 $33,585 $332,202 $33,986 
Denominator:
Weighted average shares outstanding - basic139,400 70,318 137,478 69,260 
Dilutive effect of share-based awards3,204 3,388 3,204 3,388 
Dilutive effect of warrants3,117 8,220 4,339 8,718 
Weighted average shares outstanding - diluted145,721 81,926 145,021 81,366 
Per share data
Basic:
Net income (loss)$1.14 $0.48 $2.42 $0.49 
Diluted:
Net income (loss)$1.09 $0.41 $2.29 $0.42 

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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; 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.
In order to fully assess the financial operating results, management believes that the results of operations, adjusted to exclude the following items, which are included in the Company’s press release issued on October 31, 2023, are appropriate measures of the continuing and normal operations of the Company:
(i)In the second and third quarter of 2023 and the third quarter of 2022, merger and integration costs; hurricane losses and (recoveries), net; intangible contract amortization, and discrete tax items.
(ii)The third quarter of 2023 includes a gain on bargain purchase and joint taxation scheme compensation.
(iii)The second quarter of 2023 and the third quarter of 2022 included a (gain) loss on extinguishment of debt, net.
(iv)In addition, the third quarter of 2022 included (gain) loss on sale of operating assets, net and professional services costs related to corporate initiatives.
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 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 cost, 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
20232022June 30, 2023
Net income (loss)$158,323 $33,585 $65,816 
Income tax (benefit) provision51,659 13,072 (671)
Interest expense, net of amounts capitalized13,005 7,943 14,662 
Interest income and other, net(17,206)(3,235)2,940 
Depreciation and amortization77,146 24,868 71,324 
Amortization of intangible assets and contract liabilities, net
(10,803)8,170 (31,009)
Gain on bargain purchase
(5,005)— — 
(Gain) loss on extinguishment of debt, net— 196 26,397 
Professional services - corporate projects— 400 — 
Merger and integration costs12,966 9,338 22,452 
(Gain) loss on sale of operating assets, net
— 354 — 
Hurricane losses and (recoveries), net2,642 1,896 15,934 
Adjusted EBITDA$282,727 $96,587 $187,845 

Reconciliation of Income Tax Benefit (Provision)
Three Months Ended September 30,Three Months Ended
20232022June 30, 2023
Income tax benefit (provision)$(51,659)$(13,072)$671 
Adjustments
Amortization of intangible assets and contract liabilities, net
6,079 (1,716)3,747 
Joint taxation scheme compensation(1,981)— — 
Hurricane losses and (recoveries), net— (398)— 
Discrete tax items(17,088)(10,628)(47,601)
Total Adjustments(12,990)(12,742)(43,854)
Adjusted income tax benefit (provision)$(64,649)$(25,814)$(43,183)
11

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
20232022June 30, 2023
Net income (loss)$158,323 $33,585 $65,816 
Adjustments
Amortization of intangible assets and contract liabilities, net(4,724)6,454 (27,262)
Joint taxation scheme compensation
(19,837)— — 
Gain on bargain purchase
(5,005)— — 
Professional services - corporate projects— 400 — 
Merger and integration costs12,966 9,338 22,452 
(Gain) loss on sale of operating assets, net
— 354 — 
Hurricane losses and (recoveries), net2,642 1,498 15,934 
(Gain) loss on extinguishment of debt, net— 196 26,397 
Discrete tax items(17,088)(10,628)(47,601)
Total Adjustments(31,046)7,612 (10,080)
Adjusted net income (loss) $127,277 $41,197 $55,736 
Reconciliation of Diluted EPS
Three Months Ended September 30,Three Months Ended
20232022June 30, 2023
Unadjusted diluted EPS$1.09 $0.41 $0.45 
Adjustments
Amortization of intangible assets and contract liabilities, net(0.03)0.08 (0.19)
Joint taxation scheme compensation
(0.14)— — 
Gain on bargain purchase(0.03)— — 
Professional services - corporate projects— — — 
Merger and integration costs0.08 0.12 0.15 
(Gain) loss on sale of operating assets, net
— — — 
Hurricane losses and (recoveries), net0.02 0.02 0.11 
(Gain) loss on extinguishment of debt, net— — 0.18 
Discrete tax items(0.12)(0.13)(0.32)
Total Adjustments(0.22)0.09 (0.07)
Adjusted diluted EPS$0.87 $0.50 $0.38 
Reconciliation of Free Cash Flow
Three Months Ended September 30,Three Months Ended
20232022June 30, 2023
Net cash provided by (used in) operating activities$138,768 $73,507 $211,160 
Capital expenditures(98,601)(29,710)(106,796)
Free cash flow$40,167 $43,797 $104,364 
12
Noble Corporation plc Third Quarter 2023 Earnings Conference Call November 1st, 2023

 
Disclaimer Forward-Looking Statements This presentation and the conference call to which it pertains contains “forward-looking statements” about Noble Corporation plc’s (“Noble” or the “Company”) 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 presentation and the conference call 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, related costs to achieve, free cash flow expectations, capital expenditure, capital allocation expectations including planned dividend and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, dayrates and duration, fleet condition and utilization, 2023 and 2024 financial guidance, business, financial performance and position and our plans, objectives, expectations and intentions related to the Noble-Maersk merger. 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. Words such as "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 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. 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 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 income (loss) from continuing operations before income taxes; interest income and other, net; gain (loss) on extinguishment of debt, net; interest expense, net of amounts capitalized; loss on impairment; pre-petition charges; merger and integration costs; reorganization items, net; certain corporate legal matters; and depreciation and amortization expense. 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. 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 for-ward-looking GAAP financial measure without unreasonable effort. 2

 
Summary Q3 Adjusted EBITDA of $283M, Free Cash Flow of $40M Sequential EBITDA growth from increasing dayrates $240M in new contracts since last quarter Valiant, Globetrotter I and Globetrotter II in the GOM; Regina Allen in Argentina, Reacher and Resilient in the North Sea 2023 Guidance Enhanced 33% Increase to Quarterly Dividend in Q4 2023 $0.40 per share dividend declared for Q4, up from $0.30 dividend in Q3 >$200 million capital returned via dividends and share buybacks over the past year 3

 
Third Quarter Financial Highlights Adjusted EBITDA $283M $188M Capital expenditures $99M $107M Free cash flow $40M $104M Net debt $341M $330M Backlog $4.7B $5.0B Liquidity $795M $805M Adjusted EBITDA margin 1 41% 29% Leverage 0.3x 0.4x 4 Prior quarter figures for Q2 2023 shown below 1) Adjusted EBITDA margin defined as Adjusted EBITDA divided by Total Revenue

 
Current Backlog Stands at $4.7 Billion 600 0 1,800 300 900 1,200 1,500 2,100 20272023 2024 2025 2026 341 1,781 1,191 915 429 Floaters Jackups 66% 60% 24% 12%35% Percentage of available days committed1 Backlog ($B) and Contract Coverage 1) Committed days on total marketed fleet, excluding cold stacked rigs, per 10/31/23 fleet status 5 0.3 1. 1.2 0.9 0.4

 
Deepwater Fleet Overview 2023 2024 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 DRILLSHIPS Noble Bob Douglas (7g dual BOP) Noble Venturer (7g dual BOP) Noble Tom Madden (7g dual BOP) Noble Deliverer (6g) Noble Developer (6g) Pacific Scirocco (6g) – cold stacked Noble Voyager (7g dual BOP) Noble Gerry de Souza (6g dual BOP) SEMISUBMERSIBLES Pacific Meltem (7g dual BOP) – cold stacked Noble Globetrotter I (6g) Noble Faye Kozack (7g dual BOP) Noble Globetrotter II (6g) Noble Don Taylor (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Viking (7g) Noble Discoverer (6g) Noble Sam Croft (7g dual BOP) Noble Valiant (7g dual BOP) Firm contracts, excluding options, per 10/31/23 fleet status Recent Highlights • Valiant: 6 months with LLOG, expected to commence early Q1 2024. • Globetrotter I: ~4 weeks longer with Petronas well in Mexico; additional ~20-day P&A with Shell in the GOM • Globetrotter II: 4-month extension from Shell in the GOM 6

 
Jackup Fleet Overview 2023 2024 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 HARSH ENVIRONMENT Noble Integrator (CJ70) Noble Resilient (CJ50) Noble Reacher (CJ50) Noble Intrepid (CJ70) ULTRA HARSH ENVIRONMENT Noble Resolute (CJ50) Noble Innovator (CJ70) Noble Interceptor (CJ70) Noble Highlander (JU-2000E) Noble Tom Prosser (JU-3000N) Noble Resolve (CJ50) Noble Regina Allen (JU-3000N) Noble Invincible (CJ70) Noble Mick O’Brien (JU-3000N) Firm contracts, excluding options, per 10/31/23 fleet status Recent Highlights • Regina Allen: 220 days with TotalEnergies in Argentina • Reacher: 15 months of priced options exercised by TotalEnergies in the North Sea • Resilient: 120 days with Petrogas in the North Sea. 7

 
Financial Overview ($ millions) Quarter End 9/30/2023 Quarter End 6/30/2023 Revenue 697 639 Adjusted EBITDA 283 188 margin % 41% 29% Net Income 158 66 Diluted EPS 1.09 0.45 Cash flow from operations 139 211 Cash paid for capital expenditures 99 107 Free cash flow 40 104 Net debt 1 341 330 Leverage 2 0.3x 0.4x Liquidity 3 795 805 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) 9/30/23 liquidity includes $245 million cash and cash equivalents plus $550 million RCF availability Non-GAAP to GAAP reconciliations provided on page 10. 8

 
2023 Guidance Update Revenue 2,500 - 2,600 (2,350-2,550) Adjusted EBITDA 775 – 825 (725 – 825) Capital expenditures, net 325 – 365 (unchanged) $ millions 9 (denotes prior guidance)

 
Appendix: Reconciliation to GAAP Measures

 

 
v3.23.3
Cover
Oct. 31, 2023
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 31, 2023
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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