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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): May 6, 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 May 6, 2024, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended March 31, 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 May 7, 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 March 31, 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:May 6, 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 FIRST QUARTER 2024 RESULTS
•Net Income of $95 million, Diluted Earnings Per Share of $0.66, Adjusted EBITDA of $183 million, cash provided by operating activities of $129 million, and Free Cash Flow of $(38) million.
•2024 major projects tracking on schedule ahead of key contract commencements in Q2 and Q3.
•Full year 2024 guidance maintained.
SUGAR LAND, TEXAS, May 6, 2024 - Noble Corporation plc (NYSE: NE, CSE: NOBLE, “Noble”, or the “Company”) today reported first quarter 2024 results.
Three Months Ended
(in millions, except per share amounts)March 31, 2024March 31, 2023December 31,
2023
Total Revenue$637 $610 $643 
Contract Drilling Services Revenue612 575 609 
Net Income (Loss)95 108 150 
Adjusted EBITDA*183 138 201 
Adjusted Net Income (Loss)*66 27 56 
Basic Earnings (Loss) Per Share0.67 0.80 1.06 
Diluted Earnings (Loss) Per Share0.66 0.74 1.03 
Adjusted Diluted Earnings (Loss) Per Share*0.45 0.19 0.39 
* 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 first quarter results reflect continued strong operational performance in a rising market, resulting in a 32% improvement in Adjusted EBITDA compared to a year ago. Following the short-term slow down in deepwater contracting activity during late 2023, first quarter contracting momentum for 7G rigs has been back on trend for this up-cycle, with a significant pipeline of contracts due to come to market this year for 2025 and 2026 project commencements. With a highly successful integration now behind us, I’d like to thank all Noble employees worldwide for continuing to deliver uncompromising service excellence on behalf of our customers.”
First Quarter Results
Contract drilling services revenue for the first quarter of 2024 totaled $612 million compared to $609 million in the fourth quarter of 2023, with the sequential increase driven by utilization. Marketed fleet utilization was 72% in the three months ended March 31, 2024, compared to 68% in the previous quarter. Contract drilling services costs for the first quarter of 2024 were $390 million, up from $374 million the fourth quarter of 2023, with elevated contract preparation and mobilization expenses preceding several pending contract commencements. Net income decreased to $95 million in the first quarter of 2024, down from $150 million in the fourth quarter of 2023, and Adjusted EBITDA decreased to $183 million in the first quarter of 2024, down from $201 million in the fourth quarter of 2023. Net cash provided by operating activities in the first quarter of 2024 was $129 million, capital expenditures were $167 million, and free cash flow (non-GAAP) was $(38) million.
1

Balance Sheet and Capital Allocation
The Company's balance sheet as of March 31, 2024, reflected total debt principal value of $600 million and cash (and cash equivalents) of $212 million. Today, Noble’s Board of Directors approved an interim dividend of $0.40 per share in the second quarter of 2024. This dividend is to be expected to be paid on June 27, 2024, to shareholders of record at close of business on June 6, 2024. The Company intends to continue to pay dividends on a quarterly basis, and the second 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.
Operating Highlights and Backlog
Noble's marketed fleet of sixteen floaters was 76% contracted through the first quarter, compared with 75% in the prior quarter. Industry utilization has stabilized over the past year, with mid-90%s contracted utilization of the marketed fleet of ultra-deepwater floaters. Leading edge dayrates for tier-1 drillships are now approaching or eclipsing $500,000 per day, with discounts applicable for longer term duration fixtures as well as for lower specification sixth generation floaters. Within the latter category, Noble’s two Globetrotter drillships and the Noble Developer continue to have limited backlog presently and are being actively marketed for 2024 and 2025 opportunities.
Utilization of Noble's thirteen marketed jackups improved to 67% in the first quarter, up from 61% utilization during the prior quarter. While the international jackup market is presently digesting a release of several rigs from the Middle East, this dynamic has not impacted the North Sea and Norway markets where Noble’s jackup fleet in primarily concentrated. Leading edge harsh environment jackup dayrates are in the mid $200,000s per day in Norway and $130,000 to $150,000 per day in other North Sea.
Subsequent to last quarter’s earnings press release, new contracts for Noble’s fleet with total contract value of approximately $215 million (including mobilization payments) include the following:
•Noble Venturer was awarded a three well contract for an estimated 150 days with Trident Energy in Equatorial Guinea expected to commence in June 2024. Additionally, the Noble Venturer was awarded two wells, plus options, with Rhino Resources in Namibia at a dayrate of $410,000, excluding additional fees for MPD services, mobilization, and demobilization fees. These new contracts are scheduled to follow in direct continuation of the rig’s current contract with Tullow which we expect will conclude early due in part to drilling efficiency outperformance.
•Noble Viking was awarded three wells (plus one well option) with Prime Energy in the Philippines at a dayrate of $499,000, excluding additional fees for MPD services, mobilization, and demobilization fees.
•Noble Voyager was awarded a one well option exercised by Petronas in Suriname for a minimum term of 60 days at a dayrate of $470,000.
•Noble Innovator was awarded a one well extension with BP in the UK at a dayrate of $145,000. Two well-based options remain under the contract.
Noble's backlog as of May 6, 2024, stands at $4.4 billion.

Outlook
For the full year 2024, Noble is maintaining guidance as follows: Total revenue in a range of $2,550 to $2,700 million, Adjusted EBITDA in a range of $925 to $1,025 million, and capital additions (net of reimbursements) in a range of $400 to $440 million.
Commenting on Noble’s outlook, Mr. Eifler stated, “Offshore drilling fundamentals, especially for high-spec floaters, remain supportive of a continuing multi-year uptrend in both dayrates and average term duration, while near-term white space for lower-spec units persists as a 2024 headwind. Our outlook for an earnings and cash flow inflection in the second half of this year is well supported by several meaningful contract startups that are on schedule to commence over the next several months. As Noble progresses into this next stage of earnings growth, we will remain committed to returning the significant majority of free cash flow to shareholders via dividends and share repurchases”.
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
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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 first quarter 2024 results on Tuesday, May 7th, 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 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, free cash flow expectations, capital expenditure, capital additions, capital allocation expectations including planned dividend and share repurchases, contract backlog, rig demand, expected future contracts, anticipated contract start dates, major project schedules, dayrates and duration, fleet condition and utilization, 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 “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
3

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)
Three Months Ended March 31,
20242023
Operating revenues
Contract drilling services$612,425 $575,290 
Reimbursables and other24,659 34,764 
637,084 610,054 
Operating costs and expenses
Contract drilling services389,867 361,789 
Reimbursables17,680 26,006 
Depreciation and amortization86,698 69,942 
General and administrative25,961 30,037 
Merger and integration costs9,331 11,631 
Hurricane losses and (recoveries), net— 3,544 
529,537 502,949 
Operating income (loss)107,547 107,105 
Other income (expense)
Interest expense, net of amounts capitalized(17,544)(16,872)
Interest income and other, net(4,735)2,026 
Income (loss) before income taxes85,268 92,259 
Income tax benefit (provision)10,213 15,804 
Net income (loss)$95,481 $108,063 
Per share data
Basic:
Net income (loss)$0.67 $0.80 
Diluted:
Net income (loss)$0.66 $0.74 
5

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$212,467 $360,794 
Accounts receivable, net590,226 548,844 
Prepaid expenses and other current assets168,377 152,110 
Total current assets971,070 1,061,748 
Intangible assets7,367 10,128 
Property and equipment, at cost4,707,614 4,591,936 
Accumulated depreciation(552,511)(467,600)
Property and equipment, net4,155,103 4,124,336 
Other assets302,611 311,225 
Total assets$5,436,151 $5,507,437 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$365,982 $395,165 
Accrued payroll and related costs61,872 97,313 
Other current liabilities175,521 149,202 
Total current liabilities603,375 641,680 
Long-term debt586,622 586,203 
Other liabilities305,382 307,451 
Noncurrent contract liabilities27,749 50,863 
Total liabilities1,523,128 1,586,197 
Commitments and contingencies
Total shareholders’ equity3,913,023 3,921,240 
Total liabilities and equity$5,436,151 $5,507,437 

6

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
20242023
Cash flows from operating activities
Net income (loss)$95,481 $108,063 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization86,698 69,942 
Amortization of intangible assets and contract liabilities, net(20,353)(53,728)
Changes in components of working capital and other operating activities
(33,137)(187,357)
Net cash provided by (used in) operating activities128,689 (63,080)
Cash flows from investing activities
Capital expenditures(166,610)(62,734)
Net cash provided by (used in) investing activities(166,610)(62,734)
Cash flows from financing activities
Repayments of debt— (152,215)
Warrants exercised6 21 
Share repurchases— (10,000)
Dividend payments(59,418)— 
Taxes withheld on employee stock transactions(53,431)(8,327)
Net cash provided by (used in) financing activities(112,843)(170,521)
Net increase (decrease) in cash, cash equivalents and restricted cash(150,764)(296,335)
Cash, cash equivalents and restricted cash, beginning of period367,745 485,707 
Cash, cash equivalents and restricted cash, end of period$216,981 $189,372 

7

NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization
Three Months EndedThree Months EndedThree Months Ended
March 31, 2024December 31, 2023March 31, 2023
Floaters64 %63 %77 %
Jackups67 %61 %70 %
Total65 %62 %74 %
Operating Days
Three Months EndedThree Months EndedThree Months Ended
March 31, 2024December 31, 2023March 31, 2023
Floaters1,101 1,101 1,314 
Jackups794 785 877 
Total1,895 1,886 2,191 
Average Dayrates
Three Months EndedThree Months EndedThree Months Ended
March 31, 2024December 31, 2023March 31, 2023
Floaters$433,608 $437,827 $331,705 
Jackups144,187 147,954 97,940 
Total$312,502 $317,150 $238,130 



Note: utilization statistics include all marketed and cold stacked rigs, including the Noble Explorer.



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
March 31,
20242023
Numerator:
Net income (loss)$95,481 $108,063 
Denominator:
Weighted average shares outstanding - basic141,954 134,751 
Dilutive effect of share-based awards1,574 3,271 
Dilutive effect of warrants1,703 7,971 
Weighted average shares outstanding - diluted145,231 145,993 
Per share data
Basic:
Net income (loss)$0.67 $0.80 
Diluted:
Net income (loss)$0.66 $0.74 

9

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 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.
10

NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Adjusted EBITDA
Three Months Ended March 31,Three Months Ended
20242023December 31, 2023
Net income (loss)$95,481 $108,063 $149,700 
Income tax (benefit) provision(10,213)(15,804)(4,843)
Interest expense, net of amounts capitalized17,544 16,872 14,600 
Interest income and other, net4,735 (2,026)(1,777)
Depreciation and amortization86,698 69,942 82,933 
Amortization of intangible assets and contract liabilities, net
(20,353)(53,728)(11,236)
Merger and integration costs9,331 11,631 13,286 
Hurricane losses and (recoveries), net— 3,544 (41,823)
Adjusted EBITDA$183,223 $138,494 $200,840 

Reconciliation of Income Tax Benefit (Provision)
Three Months Ended March 31,Three Months Ended
20242023December 31, 2023
Income tax benefit (provision)$10,213 $15,804 $4,843 
Adjustments
Amortization of intangible assets and contract liabilities, net
58 3,501 6,508 
Discrete tax items(18,528)(45,631)(60,116)
Total Adjustments(18,470)(42,130)(53,608)
Adjusted income tax benefit (provision)$(8,257)$(26,326)$(48,765)
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 March 31,Three Months Ended
20242023December 31, 2023
Net income (loss)$95,481 $108,063 $149,700 
Adjustments
Amortization of intangible assets and contract liabilities, net(20,295)(50,227)(4,728)
Merger and integration costs9,331 11,631 13,286 
Hurricane losses and (recoveries), net— 3,544 (41,823)
Discrete tax items(18,528)(45,631)(60,116)
Total Adjustments(29,492)(80,683)(93,381)
Adjusted net income (loss) $65,989 $27,380 $56,319 
Reconciliation of Diluted EPS
Three Months Ended March 31,Three Months Ended
20242023December 31, 2023
Unadjusted diluted EPS$0.66 $0.74 $1.03 
Adjustments
Amortization of intangible assets and contract liabilities, net(0.14)(0.34)(0.03)
Merger and integration costs0.06 0.08 0.09 
Hurricane losses and (recoveries), net— 0.02 (0.29)
Discrete tax items(0.13)(0.31)(0.41)
Total Adjustments(0.21)(0.55)(0.64)
Adjusted diluted EPS$0.45 $0.19 $0.39 
Reconciliation of Free Cash Flow
Three Months Ended March 31,Three Months Ended
20242023December 31, 2023
Net cash provided by (used in) operating activities$128,689 $(63,080)$287,489 
Capital expenditures, net of proceeds from insurance claims(166,610)(62,734)(122,641)
Free cash flow$(37,921)$(125,814)$164,848 
12
Noble Corporation plc First Quarter 2024 Earnings Conference Call May 7, 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 additions, 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 additions, 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 Quarterly Dividend Declared at $0.40 for Q2 $400M of capital returned to shareholders cumulatively Q4 2022 – Q2 2024 Approximately $215M in New Contracts Since Last Quarter Venturer, Viking, Voyager, Innovator 2024 Outlook: Guidance Unchanged Adjusted EBITDA and FCF H2 Weighted Q1 Adjusted EBITDA of $183M, Free Cash Flow of ($38M) 3

 
First Quarter Financial Highlights Adjusted EBITDA $183M $201M Net capital expenditures $167M $123M Free cash flow ($38M) $165M Net debt $374M $225M Backlog $4.4B $4.6B Liquidity $739M $903M Adjusted EBITDA margin 29% 31% Leverage 0.5x 0.3x 4 Prior quarter figures for Q4 2023 shown below

 
Current Backlog Stands at $4.4 Billion 0 300 600 900 1.200 1.500 1.800 2.100 2024 2025 2026 2027 1.523 1.391 990 439 Floaters Jackups 75% 41% 12%25% Percentage of available days committed1 Backlog ($B) and Contract Coverage 1) Committed days on total marketed fleet, excluding cold stacked rigs, per 5/6/2024 fleet status 5 1.5 1.4 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 5/6/24 fleet status Recent Highlights • Venturer: three wells (~150 days) with Trident Energy in Equatorial Guinea, expected to commence in June 2024; next, two wells (~100 days) with Rhino Resources in Namibia, plus options • Viking: three wells (plus one well option) with Prime Energy in the Philippines • Voyager: one well option exercised by Petronas in Suriname 6

 
Jackup Fleet Overview 2024 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Invincible (CJ70) Noble Resilient (CJ50) Noble Resolute (CJ50) Noble Resolve (CJ50) Noble Highlander (JU-2000E) Noble Reacher (CJ50) Noble Intrepid (CJ70) Noble Mick O’Brien (JU-3000N) Noble Regina Allen (JU-3000N) HARSH ENVIRONMENT Noble Interceptor (CJ70) Noble Integrator (CJ70) Noble Innovator (CJ70) ULTRA HARSH ENVIRONMENT Noble Tom Prosser (JU-3000N) Firm contracts, excluding options, per 5/6/24 fleet status Recent Highlights • Innovator: one well extension with BP in the UK 7

 
Financial Overview ($ millions) Quarter End 3/31/2024 Quarter End 12/31/2023 Revenue 637 643 Adjusted EBITDA 183 201 margin % 29% 31% Net Income 95 150 Diluted EPS 0.66 1.03 Cash flow from operations 129 287 Cash paid for capital expenditures 167 123 Free cash flow (38) 165 Net debt 1 374 225 Leverage 2 0.5x 0.3x Liquidity 3 739 903 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) 3/31/24 liquidity includes $212 million cash and cash equivalents plus $527 million RCF availability net of Letters of Credit outstanding Non-GAAP to GAAP reconciliations provided on page 10. 8

 
2024 Guidance Unchanged 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 March 31, Three Months Ended 2024 2023 December 31, 2023 Net income (loss) $ 95,481 $ 108,063 $ 149,700 Income tax (benefit) provision (10,213) (15,804) (4,843) Interest expense, net of amounts capitalized 17,544 16,872 14,600 Interest income and other, net 4,735 (2,026) (1,777) Depreciation and amortization 86,698 69,942 82,933 Amortization of intangible assets and contract liabilities, net (20,353) (53,728) (11,236) Merger and integration costs 9,331 11,631 13,286 Hurricane losses and (recoveries), net — 3,544 (41,823) Adjusted EBITDA $ 183,223 $ 138,494 $ 200,840 Total revenue $ 637,084 $ 610,054 $ 638,535 Adjusted EBITDA margin 29 % 23 % 31 % Reconciliation of Free Cash Flow Three Months Ended March 31, Three Months Ended 2024 2023 December 31, 2023 Net cash provided by (used in) operating activities $ 128,689 $ (63,080) $ 287,489 Capital expenditures, net of proceeds from insurance claims (166,610) (62,734) (122,641) Free cash flow $ (37,921) $ (125,814) $ 164,848 Reconciliation of Net Debt March 31, 2024 December 31, 2022 Long-term debt $ 586,622 $ 586,203 Cash and cash equivalents 212,467 360,794 Net Debt $ 374,155 $ 225,409

 

 
v3.24.1.u1
Cover
May 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 06, 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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