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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): February 22, 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 February 22, 2024, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended December 31, 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 February 23, 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 December 31, 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:February 22, 2024  By: /s/ Jennie Howard
  Jennie Howard
 Senior Vice President,
General Counsel and
Corporate Secretary



EXHIBIT 99.1
PRESS RELEASE
noblelogocolorsmall.jpg
NOBLE CORPORATION PLC ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS
•Full Year 2023 Net Income of $482 million, Adjusted EBITDA of $810 million, cash provided by operating activities of $574 million, and Free Cash Flow of $184 million.
•Fourth Quarter Net Income of $150 million, Adjusted EBITDA of $201 million, cash provided by operating activities of $287 million, and Free Cash Flow of $165 million.
•Maersk Drilling synergy target increased from $125 million to $150 million; integration process nearing a highly successful conclusion.
•Over $500 million in new contract awards since November, with total backlog at $4.6 billion.
•Full Year 2024 Guidance provided as follows: Total Revenue $2,550 to $2,700 million, Adjusted EBITDA $925 to $1,025 million, Capital Additions (net of reimbursements) $400 to $440 million.
SUGAR LAND, TEXAS, February 22, 2024 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, “Noble”, or the “Company”) today reported fourth quarter and full year 2023 results.
Three Months Ended
(in millions, except per share amounts)December 31, 2023September 30, 2023December 31, 2022
Total Revenue$643 $697 $623 
Contract Drilling Services Revenue609 671 586 
Net Income (Loss)150 158 135 
Adjusted EBITDA*201 283 157 
Adjusted Net Income (Loss)*56 127 61 
Basic Earnings (Loss) Per Share1.06 1.14 1.02 
Diluted Earnings (Loss) Per Share1.03 1.09 0.92 
Adjusted Diluted Earnings (Loss) Per Share*0.39 0.87 0.41 
* 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 fourth quarter results brought full year 2023 revenue and Adjusted EBITDA toward the upper end of our guidance range and capped a year of strong operational performance and Free Cash Flow generation. The Maersk Drilling integration, which is now substantially complete, has been extremely successful, and I would like to congratulate and thank our employees for this exceptional team performance during 2023 which demonstrated the value and the exciting potential of the new Noble.”
Fourth Quarter Results
Contract drilling services revenue for the fourth quarter of 2023 totaled $609 million compared to $671 million in the third quarter, with the sequential decrease driven by lower utilization. Marketed fleet utilization was 68% in the three months ended December 31, 2023, compared to 78% in the previous quarter. Contract drilling services costs for the fourth quarter were $374 million, a slight increase versus $354 million the third quarter. Net income decreased to $150 million in the fourth quarter, down from $158 million in the third quarter, and Adjusted EBITDA decreased to $201 million in the fourth quarter, down from $283 million in the third quarter. Net cash
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provided by operating activities in the fourth quarter was $287 million, net capital expenditures were $123 million, and free cash flow (non-GAAP) was $165 million.
Balance Sheet and Capital Allocation
The Company's balance sheet as of December 31, 2023, reflected total debt principal value of $600 million and cash (and cash equivalents) of $361 million. Share repurchases totaled $15 million during the fourth quarter, bringing 2023 year-to-date share repurchases to $95 million. Total capital returned to shareholders between share repurchases (including the Maersk Drilling squeeze-out) and dividends from the fourth quarter of 2022 through the fourth quarter of 2023 equaled $283 million.
Today, Noble’s Board of Directors declared a quarterly interim dividend of $0.40 per share for the first quarter of 2024. This dividend is expected to be paid on March 21, 2024, to shareholders of record at close of business on March 08, 2024. 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 sixteen floaters was 75% contracted through the fourth quarter, compared with 92% in the prior quarter due to downtime between contracts. Recent backlog additions have substantially reduced the percentage of uncommitted days across our marketed floater fleet in 2024 to approximately 20%, with most of Noble’s remaining availability for this year attributable to the Noble Globetrotter I, Noble Globetrotter II, and Noble Developer. With similarly limited industry capacity available in 2024, leading edge floater dayrates have held firm in the mid-to-high $400,000s range for tier-1 drillships and low-to-mid $400,000s range for sixth generation units. The bidding pipeline for 2025 contract commencements appears supportive of a continuing upward trend in leading edge rates for high spec rigs.
Utilization of Noble's thirteen marketed jackups was 61% in the fourth quarter, consistent with 61% utilization during the third quarter – jackup utilization is expected to improve progressively through 2024 with contracts scheduled to commence this summer for the Noble Regina Allen and Noble Resolute following shipyard stays, while the near-term visibility for the warm stacked jackups Noble Interceptor and Noble Highlander remains limited at this time.
Subsequent to last quarter’s earnings press release, new contracts for Noble’s fleet with total contract value of approximately $530 million (including mobilization payments) include the following:
•Noble Discoverer was awarded a 400-day contract with Petrobras in Colombia, expected to commence in early June 2024. The contract includes an option to extend the duration by 390 days.
•Noble Voyager was awarded a one well contract (plus one option well) with Petronas in Suriname which commenced in February 2024 with an estimated firm duration of 130 days excluding option.
•Noble Valiant was awarded a six-month contract extension with LLOG in the U.S. Gulf of Mexico, expected to commence in July 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 Gerry de Souza received a 9-month extension with TotalEnergies in Nigeria, continuing the program out to November 2024.
•Noble Intrepid had an option exercised by Harbour Energy for a well intervention program in the U.K. North Sea which commenced in January 2024 at a dayrate of $120,000.
•Noble Innovator received a one well extension (estimated 90-day duration) from BP at a dayrate of $140,000 scheduled to commence in September 2024.
•Noble Resolute received a 60-day extension (from March 2025) with Petrogas in the Dutch North Sea.
Noble's backlog as of February 22, 2024, stands at $4.6 billion.
Outlook
For the full year 2024, today Noble announces a guidance range for Total Revenue of $2,550 to $2,700 million, Adjusted EBITDA in the range of $925 to $1,025 million, and Capital Additions (net of reimbursements) between $400 to $440 million.

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Commenting on Noble’s outlook, Mr. Eifler stated, “We expect to realize improving financial results in 2024 compared to 2023, with mid-year contract start-ups for several floaters and jackups expected to drive stronger financial performance in the second half of the year. Meanwhile, commercial visibility for 2025 and 2026 is highly encouraging based on recent months’ step-change increase in open demand, which is a positive indicator for future backlog development. Against this favorable backdrop, we look forward to growing our return of capital to shareholders as free cash flow improves over the course of the cycle.”
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 2024 GAAP financial results.
Conference Call
Noble will host a conference call related to its fourth quarter 2023 results on Friday, February 23, 2024, 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 and capital additions, 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 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, 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 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
3

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 December 31,Twelve Months Ended December 31,
2023202220232022
Operating revenues
Contract drilling services$609,241 $585,849 $2,461,715 $1,332,841 
Reimbursables and other33,738 36,743 127,303 81,006 
642,979 622,592 2,589,018 1,413,847 
Operating costs and expenses
Contract drilling services373,760 366,386 1,452,281 897,096 
Reimbursables24,158 27,332 91,642 64,427 
Depreciation and amortization82,933 69,770 301,345 146,879 
General and administrative32,985 29,877 128,413 82,177 
Merger and integration costs13,286 56,752 60,335 84,668 
(Gain) loss on sale of operating assets, net
— (87,125)— (90,230)
Hurricane losses and (recoveries), net(41,823)(4,641)(19,703)60 
485,299 458,351 2,014,313 1,185,077 
Operating income (loss)157,680 164,241 574,705 228,770 
Other income (expense)
Interest expense, net of amount capitalized(14,600)(19,384)(59,139)(42,722)
Gain (loss) on extinguishment of debt, net— (8,716)(26,397)(8,912)
Interest income and other, net1,777 9,599 18,069 14,365 
Gain on bargain purchase— — 5,005 — 
Income (loss) before income taxes144,857 145,740 512,243 191,501 
Income tax benefit (provision)4,843 (10,778)(30,341)(22,553)
Net income (loss)$149,700 $134,962 $481,902 $168,948 
Per share data
Basic:
Net income (loss)$1.06 $1.02 $3.48 $1.99 
Diluted:
Net income (loss)$1.03 $0.92 $3.32 $1.73 
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NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, 2023December 31, 2022
ASSETS
Current assets
Cash and cash equivalents$360,794 $476,206 
Accounts receivable, net548,844 468,802 
Prepaid expenses and other current assets152,110 106,782 
Total current assets1,061,748 1,051,790 
Intangible assets10,128 34,372 
Property and equipment, at cost4,591,936 4,163,205 
Accumulated depreciation(467,600)(181,904)
Property and equipment, net4,124,336 3,981,301 
Goodwill— 26,016 
Other assets311,225 141,385 
Total assets$5,507,437 $5,234,864 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$— $159,715 
Accounts payable395,165 290,690 
Accrued payroll and related costs97,313 76,185 
Other current liabilities149,202 140,508 
Total current liabilities641,680 667,098 
Long-term debt586,203 513,055 
Other liabilities307,451 265,743 
Noncurrent contract liabilities50,863 181,883 
Total liabilities1,586,197 1,627,779 
Commitments and contingencies
Total shareholders’ equity3,921,240 3,607,085 
Total liabilities and equity$5,507,437 $5,234,864 
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NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Twelve Months Ended December 31,
20232022
Cash flows from operating activities
Net income (loss)$481,902 $168,948 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization301,345 146,879 
Amortization of intangible assets and contract liabilities, net(106,776)(5,352)
Gain on bargain purchase(5,005)— 
(Gain) loss on extinguishment of debt, net26,397 8,912 
(Gain) loss on sale of operating assets, net— (90,230)
Changes in components of working capital and other operating activities(123,526)51,828 
Net cash provided by (used in) operating activities574,337 280,985 
Cash flows from investing activities
Capital expenditures(409,581)(174,319)
Proceeds from insurance claims18,809 — 
Cash acquired in stock-based business combinations, net— 166,607 
Proceeds from disposal of assets, net24,264 381,026 
Other investing activities— 2,458 
Net cash provided by (used in) investing activities(366,508)375,772 
Cash flows from financing activities
Issuance of debt600,000 350,000 
Repayments of debt(673,411)(627,323)
Borrowing on credit facilities— 220,000 
Repayments of credit facilities— (220,000)
Debt issuance costs(24,914)(641)
Debt extinguishment costs(25,697)— 
Compulsory purchase payment— (69,924)
Share repurchases(94,826)(15,000)
Dividend payments(98,804)— 
Other financing activities(8,139)(4,884)
Net cash provided by (used in) financing activities(325,791)(367,772)
Net increase (decrease) in cash, cash equivalents and restricted cash(117,962)288,985 
Cash, cash equivalents and restricted cash, beginning of period485,707 196,722 
Cash, cash equivalents and restricted cash, end of period$367,745 $485,707 
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NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization
Three Months Ended
December 31, 2023September 30, 2023December 31, 2022
Floaters63 %77 %76 %
Jackups61 %64 %87 %
Total62 %72 %81 %
Operating Days
Three Months Ended
December 31, 2023September 30, 2023December 31, 2022
Floaters1,101 1,348 1,320 
Jackups785 824 1,201 
Total1,886 2,172 2,521 
Average Dayrates
Three Months Ended
December 31, 2023September 30, 2023December 31, 2022
Floaters$437,827 $403,813 $303,734 
Jackups147,954 140,775 118,089 
Total$317,150 $304,040 $215,751 








8

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
December 31,		Twelve Months Ended
December 31,
2023202220232022
Numerator:
Net income (loss)$149,700 $134,962 $481,902 $168,948 
Denominator:
Weighted average shares outstanding - basic141,054 131,924 138,380 85,055 
Dilutive effect of share-based awards3,158 3,334 3,158 3,334 
Dilutive effect of warrants1,763 9,117 3,659 8,489 
Dilutive effect of compulsory purchase— 2,893 — 729 
Weighted average shares outstanding - diluted145,975 147,268 145,197 97,607 
Per share data
Basic:
Net income (loss)$1.06 $1.02 $3.48 $1.99 
Diluted:
Net income (loss)$1.03 $0.92 $3.32 $1.73 
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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. Additionally, we define net capital expenditures for full year 2023 as capital expenditures net of reimbursements and insurance proceeds, and we define Capital Additions as additions to property and equipment.
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 February 22, 2024, are appropriate measures of the continuing and normal operations of the Company:
(i)In the third and fourth quarter of 2023 and the fourth 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)In addition, the fourth quarter of 2022 included (gain) loss on sale of operating assets, net, (gain) loss on extinguishment of debt, 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, net of proceeds from insurance claims. 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 EndedTwelve Months Ended
December 31,
2023		September 30,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Net income (loss)$149,700 $158,323 $134,962 $481,902 $168,948 
Income tax (benefit) provision(4,843)51,659 10,778 30,341 22,553 
Interest expense, net of amounts capitalized14,600 13,005 19,384 59,139 42,722 
Interest income and other, net(1,777)(17,206)(9,599)(18,069)(14,365)
Depreciation and amortization82,933 77,146 69,770 301,345 146,879 
Amortization of intangible assets and contract liabilities, net
(11,236)(10,803)(41,877)(106,776)(5,352)
Gain on bargain purchase— (5,005)— (5,005)— 
(Gain) loss on extinguishment of debt, net— — 8,716 26,397 8,912 
Professional services - corporate projects— — 43 — 723 
Merger and integration costs13,286 12,966 56,752 60,335 84,668 
(Gain) loss on sale of operating assets, net
— — (87,125)— (90,230)
Hurricane losses and (recoveries), net(41,823)2,642 (4,641)(19,703)60 
Adjusted EBITDA$200,840 $282,727 $157,163 $809,906 $— $365,518 
Reconciliation of Income Tax Benefit (Provision)
Three Months EndedTwelve Months Ended
December 31,
2023		September 30,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Income tax benefit (provision)$4,843 $(51,659)$(10,778)$(30,341)$(22,553)
Adjustments
Amortization of intangible assets and contract liabilities, net
6,508 6,079 9,471 19,835 1,800 
Joint taxation scheme compensation— (1,981)— (1,981)— 
Gain (loss) on sale of operating assets, net
— — 2,255 — 866 
Hurricane losses and (recoveries), net— — — — (562)
Discrete tax items(60,116)(17,088)(17,525)(170,436)(45,139)
Total adjustments(53,608)(12,990)(5,799)(152,582)(43,035)
Adjusted income tax benefit (provision)$(48,765)$(64,649)$(16,577)$(182,923)$(65,588)
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 EndedTwelve Months Ended
December 31,
2023		September 30,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Net income (loss)$149,700 $158,323 $134,962 $481,902 $168,948 
Adjustments
Amortization of intangible assets and contract liabilities, net(4,728)(4,724)(32,406)(86,941)(3,552)
Joint taxation scheme compensation
— (19,837)— (19,837)— 
Gain on bargain purchase— (5,005)— (5,005)— 
Professional services - corporate projects— — 43 — 723 
Merger and integration costs13,286 12,966 56,752 60,335 84,668 
(Gain) loss on sale of operating assets, net
— — (84,870)— (89,364)
Hurricane losses and (recoveries), net(41,823)2,642 (4,641)(19,703)(502)
(Gain) loss on extinguishment of debt, net— — 8,716 26,397 8,912 
Discrete tax items(60,116)(17,088)(17,525)(170,436)(45,139)
Total adjustments(93,381)(31,046)(73,931)(215,190)(44,254)
Adjusted net income (loss)$56,319 $127,277 $61,031 $266,712 $124,694 
Reconciliation of Diluted EPS
Three Months EndedTwelve Months Ended
December 31,
2023		September 30,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Unadjusted diluted EPS$1.03 $1.09 $0.92 $3.32 $1.73 
Adjustments
Amortization of intangible assets and contract liabilities, net(0.03)(0.03)(0.22)(0.60)(0.04)
Joint taxation scheme compensation
— (0.14)— (0.14)— 
Gain on bargain purchase— (0.03)— (0.03)— 
Professional services - corporate projects— — — — 0.02 
Merger and integration costs0.09 0.08 0.39 0.42 0.87 
(Gain) loss on sale of operating assets, net
— — (0.59)— (0.92)
Hurricane losses and (recoveries), net(0.29)0.02 (0.03)(0.14)(0.01)
(Gain) loss on extinguishment of debt, net— — 0.06 0.18 0.09 
Discrete tax items(0.41)(0.12)(0.12)(1.17)(0.46)
Total adjustments(0.64)(0.22)(0.51)(1.48)(0.45)
Adjusted diluted EPS$0.39 $0.87 $0.41 $1.84 $1.28 
Reconciliation of Free Cash Flow
Three Months EndedTwelve Months Ended
December 31,
2023		September 30,
2023		December 31,
2022		December 31,
2023		December 31,
2022
Net cash provided by (used in) operating activities$287,489 $138,768 $171,179 $574,337 $280,985 
Capital expenditures, net of proceeds from insurance claims(122,641)(98,601)(65,084)(390,772)(174,319)
Free cash flow$164,848 $40,167 $106,095 $183,565 $106,666 
12
Noble Corporation plc Fourth Quarter 2023 Earnings Conference Call February 23rd, 2024

 
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, capital expenditures and adjusted EBITDA, margin estimates, run rates, tax payments and any estimated weighting of such guidance to specific timeframes, the offshore drilling market and demand fundamentals generally, as well as those in specific markets and geographies, 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, rig acquisitions or divestitures, rig activation, contract backlog, rig demand, expected future contracts, anticipated contract start dates, dayrates and duration, fleet condition and utilization, financial performance and position, inflation expectations 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 uncertain-ties 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 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 for-ward-looking GAAP financial measure without unreasonable effort. 2

 
Summary Maintaining Return of Capital Discipline $337M of capital returned to shareholders Q4 2022 - Q1 2024 Over $500M in New Contracts Since Last Quarter Discoverer, Voyager, Valiant, Gerry de Souza, Intrepid, Innovator, Resolute 2024 Outlook: Improving EBITDA and Free Cash Flow, with Higher H2 Weighting Q4 Adjusted EBITDA of $201M, Free Cash Flow of $165M Full Year 2023 Adjusted EBITDA of $810M near top end of guidance range 3

 
Fourth Quarter Financial Highlights Adjusted EBITDA $201M $283M Net capital expenditures $123M $99M Free cash flow $165M $40M Net debt $225M $341M Backlog $4.6B $4.7B Liquidity $903M $795M Adjusted EBITDA margin 31% 41% Leverage 0.3x 0.3x 4 Prior quarter figures for Q3 2023 shown below

 
Current Backlog Stands at $4.6 Billion 0 300 600 900 1.200 1.500 1.800 2.100 2024 2025 2026 2027 1.943 1.282 981 432 Floaters Jackups 68% 35% 11%24% Percentage of available days committed1 Backlog ($B) and Contract Coverage 1) Committed days on total marketed fleet, excluding cold stacked rigs, per 2/22/2024 fleet status 5 1.9 1.3 1.0 0.4

 
Deepwater Fleet Overview 2024 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 DRILLSHIPS Noble Tom Madden (7g dual BOP) Noble Globetrotter I (6g) Noble Sam Croft (7g dual BOP) Noble Globetrotter II (6g) Pacific Meltem (7g dual BOP) – cold stacked Pacific Scirocco (6g) – cold stacked Noble Don Taylor (7g dual BOP) SEMISUBMERSIBLES Noble Bob Douglas (7g dual BOP) Noble Deliverer (6g) Noble Developer (6g) Noble Faye Kozack (7g dual BOP) Noble Valiant (7g dual BOP) Noble Discoverer (6g) Noble Viking (7g) Noble Venturer (7g dual BOP) Noble Voyager (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Gerry de Souza (6g dual BOP) Firm contracts, excluding options, per 2/22/24 fleet status Recent Highlights • Valiant: 6 months extension with LLOG, expected to commence Q3 2024 • Voyager: one well (~130 days) plus one well option with Petronas in Suriname • Gerry de Souza: 9 months extension with TotalEnergies in Nigeria • Discoverer: 400 days with Petrobras in Colombia, expected to commence Q2 2024 6

 
Jackup Fleet Overview 2024 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ULTRA HARSH ENVIRONMENT Noble Innovator (CJ70) Noble Integrator (CJ70) Noble Interceptor (CJ70) Noble Reacher (CJ50) Noble Resilient (CJ50) Noble Resolute (CJ50) Noble Resolve (CJ50) Noble Highlander (JU-2000E) Noble Tom Prosser (JU-3000N) HARSH ENVIRONMENT Noble Mick O’Brien (JU-3000N) Noble Regina Allen (JU-3000N) Noble Invincible (CJ70) Noble Intrepid (CJ70) Firm contracts, excluding options, per 2/22/24 fleet status Recent Highlights • Innovator: 90 day extension with BP • Intrepid: option exercised by Harbour in the U.K. North Sea • Resolute: 60 day extension with Petrogas in the Dutch North Sea 7

 
Financial Overview ($ millions) Quarter End 12/31/2023 Quarter End 9/30/2023 Revenue 643 697 Adjusted EBITDA 201 283 margin % 31% 41% Net Income 150 158 Diluted EPS 1.03 1.09 Cash flow from operations 287 139 Cash paid for capital expenditures 123 99 Free cash flow 165 40 Net debt 1 225 341 Leverage 2 0.3x 0.3x Liquidity 3 903 795 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) 12/31/23 liquidity includes $361 million cash and cash equivalents plus $543 million RCF availability net of Letters of Credit outstanding Non-GAAP to GAAP reconciliations provided on page 10. 8

 
2024 Guidance Revenue 2,550 - 2,700 Adjusted EBITDA 925 – 1,025 Capital Addit ions, net of reimbursements 400 – 440 $ millions 9

 
Appendix: Reconciliation to GAAP Measures Reconciliation of Adjusted EBITDA Three Months Ended Twelve Months Ended December 31, 2023 September 30, 2023 December 31, 2023 Net income (loss) $ 149,700 $ 158,323 $ 481,902 Income tax (benefit) provision (4,843) 51,659 30,341 Interest expense, net of amounts capitalized 14,600 13,005 59,139 Interest income and other, net (1,777) (17,206) (18,069) Depreciation and amortization 82,933 77,146 301,345 Amortization of intangible assets and contract liabilities, net (11,236) (10,803) (106,776) Gain on bargain purchase — (5,005) (5,005) (Gain) loss on extinguishment of debt, net — — 26,397 Merger and integration costs 13,286 12,966 60,335 Hurricane losses and (recoveries), net (41,823) 2,642 (19,703) Adjusted EBITDA $ 200,840 $ 282,727 $ 809,906 Total revenue $ 642,979 $ 697,450 $ 2,589,018 Adjusted EBITDA margin 31 % 41 % 31 % Reconciliation of Free Cash Flow Three Months Ended Twelve Months Ended December 31, 2023 September 30, 2023 December 31, 2023 Net cash provided by (used in) operating activities $ 287,489 $ 138,768 $ 574,337 Capital expenditures, net of proceeds from insurance claim (122,641) (98,601) (390,772) Free cash flow $ 164,848 $ 40,167 $ 183,565 Reconciliation of Net Debt December 31, 2023 December 31, 2022 Long-term debt $ 586,203 $ 513,055 Current maturities of long-term debt — 159,715 Cash and cash equivalents 360,794 476,206 Net Debt $ 225,409 $ 196,564

 

 
v3.24.0.1
Cover
Feb. 22, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 22, 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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