UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SeptemberJune 30, 20222023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to             

Commission file number: 001-41520
Noble Corporation plc
(Exact name of registrant as specified in its charter)

England and Wales 98-1644664
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 276-6100
Noble Corporation
(Former name, if changed since last report)

Commission file number: 001-31306

Noble Finance Company
(Exact name of registrant as specified in its charter)

Cayman Islands98-0366361
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 276-6100

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per shareNENew York Stock Exchange
Tranche 1 Warrants of Noble Corporation plcNE WSNew York Stock Exchange
Tranche 2 Warrants of Noble Corporation plcNE WSANew York Stock Exchange
_____________________________________________________________________________________________

Indicate by check mark whether eachthe registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Noble Corporation plcYesNo
Noble Finance CompanyYesNo
Indicate by check mark whether eachthe registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Noble Corporation plc Yes No YesNo
Noble Finance CompanyYesNo
Indicate by check mark whether eachthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Noble Corporation plc:Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
Noble Finance Company:Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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.
Noble Corporation plc
Noble Finance Company
Indicate by check mark whether eachthe registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Noble Corporation plcYes No YesNo
Noble Finance CompanyYesNo
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ☑    No ☐

Number of shares outstanding at October 28, 2022:July 31, 2023: Noble Corporation plc -130,840,740
Number of shares outstanding: Noble Finance Company - 261,246,093
This Quarterly Report on Form 10-Q is a combined report being filed separately by two registrants: Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and its wholly owned subsidiary, Noble Finance Company, an exempted company incorporated in the Cayman Islands. 137,083,812



TABLE OF CONTENTS
   Page
PART I  
Item 1  
 Noble Corporation plc (Noble) Financial Statements:
 
  
 
 
  
Noble Finance Company (Finco) Financial Statements:
  
Item 2 
Item 3 
Item 4 
PART II  
Item 1 
Item 1A
Item 2 
Item 6 
  
This combined Quarterly Report on Form 10-Q is separately filed by Noble Corporation plc (formerly known as Noble Finco Limited), a public limited company formed under the laws of England and Wales (“Noble”), and Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability and a wholly owned subsidiary of Noble (“Finco”). Information in this filing relating to Finco is filed by Noble and separately by Finco on its own behalf. Finco makes no representation as to information relating to Noble (except as it may relate to Finco) or any other affiliate or subsidiary of Noble.
This report should be read in its entirety as it pertains to each Registrant. Except where indicated, the Condensed Consolidated Financial Statements and related Notes are combined. References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us” and “our” refer collectively to (i) Noble Holding Corporation plc, a public limited company incorporated under the laws of England and Wales, and its consolidated subsidiaries prior to February 5, 2021, (ii) Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), and its consolidated subsidiaries on and after February 5, 2021 and prior to September 30, 2022, and (iii) Noble Corporation plc and its consolidated subsidiaries (including Noble Cayman) on and after September 30, 2022, as applicable. As a result of the Merger (as defined herein), Noble became the successor issuer to Noble Cayman pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended.
2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
Successor
September 30, 2022December 31, 2021June 30, 2023December 31, 2022
ASSETSASSETSASSETS
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents$422,486 $194,138 Cash and cash equivalents$255,356 $476,206 
Accounts receivable, netAccounts receivable, net274,175 200,419 Accounts receivable, net516,800 468,802 
Taxes receivableTaxes receivable16,693 16,063 Taxes receivable54,371 34,087 
Prepaid expenses and other current assetsPrepaid expenses and other current assets41,272 45,026 Prepaid expenses and other current assets106,091 72,695 
Total current assetsTotal current assets754,626 455,646 Total current assets932,618 1,051,790 
Intangible assetsIntangible assets25,324 61,849 Intangible assets17,018 34,372 
Property and equipment, at costProperty and equipment, at cost1,341,132 1,555,975 Property and equipment, at cost4,329,002 4,163,205 
Accumulated depreciationAccumulated depreciation(119,442)(77,275)Accumulated depreciation(322,444)(181,904)
Property and equipment, netProperty and equipment, net1,221,690 1,478,700 Property and equipment, net4,006,558 3,981,301 
Assets held for sale299,016 — 
GoodwillGoodwill14,626 26,016 
Other assetsOther assets84,853 77,247 Other assets226,582 141,385 
Total assetsTotal assets$2,385,509 $2,073,442 Total assets$5,197,402 $5,234,864 
LIABILITIES AND EQUITYLIABILITIES AND EQUITYLIABILITIES AND EQUITY
Current liabilitiesCurrent liabilitiesCurrent liabilities
Current maturities of long-term debtCurrent maturities of long-term debt$— $159,715 
Accounts payableAccounts payable$144,498 $120,389 Accounts payable310,723 290,690 
Accrued payroll and related costsAccrued payroll and related costs36,402 48,346 Accrued payroll and related costs77,049 76,185 
Taxes payableTaxes payable26,534 28,735 Taxes payable57,337 56,986 
Interest payableInterest payable4,268 9,788 Interest payable10,267 9,509 
Other current liabilitiesOther current liabilities57,117 41,136 Other current liabilities58,775 74,013 
Total current liabilitiesTotal current liabilities268,819 248,394 Total current liabilities514,151 667,098 
Long-term debtLong-term debt434,368 216,000 Long-term debt585,389 513,055 
Deferred income taxesDeferred income taxes7,407 13,195 Deferred income taxes9,807 9,335 
Noncurrent contract liabilitiesNoncurrent contract liabilities79,792 181,883 
Other liabilitiesOther liabilities126,354 95,226 Other liabilities288,843 256,408 
Total liabilitiesTotal liabilities836,948 572,815 Total liabilities1,477,982 1,627,779 
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 13)Commitments and contingencies (Note 13)
Shareholders’ equityShareholders’ equityShareholders’ equity
Common stock, $0.00001 par value; 70,354 ordinary shares outstanding as of September 30, 2022; 60,172 ordinary shares outstanding as of December 31, 2021
Common stock, $0.00001 par value; 137,084 ordinary shares outstanding as of June 30, 2023; 134,681 ordinary shares outstanding as of December 31, 2022Common stock, $0.00001 par value; 137,084 ordinary shares outstanding as of June 30, 2023; 134,681 ordinary shares outstanding as of December 31, 2022
Additional paid-in capitalAdditional paid-in capital1,410,020 1,393,255 Additional paid-in capital3,358,108 3,347,507 
Retained earningsRetained earnings135,968 101,982 Retained earnings359,809 255,930 
Accumulated other comprehensive income2,572 5,389 
Accumulated other comprehensive income (loss)Accumulated other comprehensive income (loss)1,502 3,647 
Total shareholdersequity
Total shareholdersequity
1,548,561 1,500,627 
Total shareholdersequity
3,719,420 3,607,085 
Total liabilities and equityTotal liabilities and equity$2,385,509 $2,073,442 Total liabilities and equity$5,197,402 $5,234,864 
See accompanying notes to the unaudited condensed consolidated financial statements.
3


NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Successor
Three Months Ended September 30,Three Months Ended June 30,Six Months Ended June 30,
202220212023202220232022
Operating revenuesOperating revenuesOperating revenues
Contract drilling servicesContract drilling services$289,494 $231,154 Contract drilling services$606,180 $262,463 $1,181,470 $457,498 
Reimbursables and otherReimbursables and other16,378 19,217 Reimbursables and other32,355 12,690 67,119 27,885 
305,872 250,371 638,535 275,153 1,248,589 485,383 
Operating costs and expensesOperating costs and expensesOperating costs and expenses
Contract drilling servicesContract drilling services186,482 188,552 Contract drilling services362,533 178,145 724,322 344,228 
ReimbursablesReimbursables13,284 16,462 Reimbursables24,796 10,333 50,802 23,811 
Depreciation and amortizationDepreciation and amortization24,868 25,248 Depreciation and amortization71,324 26,636 141,266 52,241 
General and administrativeGeneral and administrative18,089 14,982 General and administrative32,352 16,687 62,389 34,211 
Merger and integration costsMerger and integration costs9,338 5,033 Merger and integration costs22,452 9,057 34,083 18,578 
(Gain) loss on sale of operating assets, net(Gain) loss on sale of operating assets, net354 3,146 (Gain) loss on sale of operating assets, net— 1,103 — (3,459)
Hurricane losses and (recoveries), netHurricane losses and (recoveries), net1,896 10,441 Hurricane losses and (recoveries), net15,934 (14,407)19,478 2,805 
254,311 263,864 529,391 227,554 1,032,340 472,415 
Operating income (loss)Operating income (loss)51,561 (13,493)Operating income (loss)109,144 47,599 216,249 12,968 
Other income (expense)Other income (expense)Other income (expense)
Interest expense, net of amounts capitalizedInterest expense, net of amounts capitalized(7,943)(8,870)Interest expense, net of amounts capitalized(14,662)(7,715)(31,534)(15,395)
Loss on extinguishment of debt, net(196)— 
Gain (loss) on extinguishment of debt, netGain (loss) on extinguishment of debt, net(26,397)— (26,397)— 
Interest income and other, netInterest income and other, net3,235 973 Interest income and other, net(2,940)1,081 (914)1,531 
Income (loss) before income taxesIncome (loss) before income taxes46,657 (21,390)Income (loss) before income taxes65,145 40,965 157,404 (896)
Income tax provision(13,072)(2,275)
Income tax benefit (provision)Income tax benefit (provision)671 (3,908)16,475 1,297 
Net income (loss)Net income (loss)$33,585 $(23,665)Net income (loss)$65,816 $37,057 $173,879 $401 
Per share dataPer share dataPer share data
Basic:Basic:Basic:
Net income (loss)Net income (loss)$0.48 $(0.36)Net income (loss)$0.48 $0.53 $1.27 $0.01 
Diluted:Diluted:Diluted:
Net income (loss)Net income (loss)$0.41 $(0.36)Net income (loss)$0.45 $0.45 $1.19 $— 
See accompanying notes to the unaudited condensed consolidated financial statements.
4


NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUEDCOMPREHENSIVE INCOME (LOSS)
(In thousands, except per share amounts)thousands)
(Unaudited)

SuccessorPredecessor
Period FromPeriod From
February 6, 2021January 1, 2021
Nine Months Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Operating revenues
Contract drilling services$746,992 $515,680 $74,051 
Reimbursables and other44,263 46,467 3,430 
791,255 562,147 77,481 
Operating costs and expenses
Contract drilling services530,710 456,853 46,965 
Reimbursables37,095 41,577 2,737 
Depreciation and amortization77,109 64,831 20,622 
General and administrative52,300 47,939 5,727 
Merger and integration costs27,916 13,786 — 
(Gain) loss on sale of operating assets, net(3,105)3,146 — 
Hurricane losses and (recoveries), net4,701 10,441 — 
726,726 638,573 76,051 
Operating income (loss)64,529 (76,426)1,430 
Other income (expense)
Interest expense, net of amounts capitalized(23,338)(23,628)(229)
Gain on bargain purchase— 64,479 — 
Loss on extinguishment of debt, net(196)— — 
Interest income and other, net4,766 7,490 399 
Reorganization items, net— — 252,051 
Income (loss) before income taxes45,761 (28,085)253,651 
Income tax (provision) benefit(11,775)6,631 (3,423)
Net income (loss)$33,986 $(21,454)$250,228 
Per share data
Basic:
Net income (loss)$0.49 $(0.35)$1.00 
Diluted:
Net income (loss)$0.42 $(0.35)$0.98 
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net income (loss)65,816 37,057 173,879 401 
Other comprehensive income (loss)
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of zero and $2 for the three months ended June 30, 2023 and 2022, respectively, and $2,436 and $2 for the six months ended June 30, 2023 and 2022, respectively.41 (1,163)(2,145)(1,587)
Other comprehensive income (loss), net41 (1,163)(2,145)(1,587)
Comprehensive income (loss)$65,857 $35,894 $171,734 $(1,186)
See accompanying notes to the unaudited condensed consolidated financial statements.
5


NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Successor
Three Months Ended September 30,
20222021
Net income (loss)$33,585 $(23,665)
Other comprehensive loss
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of $3 and zero for the three months ended September 30, 2022 and 2021, respectively(1,230)(435)
Other comprehensive loss, net(1,230)(435)
Comprehensive income (loss)$32,355 $(24,100)

SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Net income (loss)$33,986 $(21,454)$250,228 
Other comprehensive income (loss)
Foreign currency translation adjustments— (116)
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of $3, zero and $59 for the nine months ended September 30, 2022, period from February 6, 2021 through September 30, 2021 and period from January 1, 2021 through February 5, 2021, respectively(2,817)(267)224 
Other comprehensive income (loss), net(2,817)(267)108 
Comprehensive income (loss)$31,169 $(21,721)$250,336 


See accompanying notes to the unaudited condensed consolidated financial statements.
6


NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
EndedthroughthroughSix Months Ended June 30,
September 30, 2022September 30, 2021February 5, 202120232022
Cash flows from operating activitiesCash flows from operating activitiesCash flows from operating activities
Net income (loss)Net income (loss)$33,986 $(21,454)$250,228 Net income (loss)$173,879 $401 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:Adjustments to reconcile net income (loss) to net cash flow from operating activities:Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortizationDepreciation and amortization77,109 64,831 20,622 Depreciation and amortization141,266 52,241 
Amortization of intangible assets36,525 37,127 — 
Loss on extinguishment of debt, net196 — — 
Gain on bargain purchase— (64,479)— 
Gain on sale of operating assets, net(6,767)— — 
Reorganization items, net— — (280,790)
Amortization of intangible assets and contract liabilities, netAmortization of intangible assets and contract liabilities, net(84,737)28,354 
(Gain) loss on extinguishment of debt, net(Gain) loss on extinguishment of debt, net26,397 — 
(Gain) loss on sale of operating assets, net(Gain) loss on sale of operating assets, net— (6,767)
Deferred income taxesDeferred income taxes(22,081)(9,170)2,501 Deferred income taxes(57,179)(15,730)
Amortization of share-based compensationAmortization of share-based compensation20,907 11,624 710 Amortization of share-based compensation18,854 13,839 
Other costs, netOther costs, net(4,334)1,912 (10,754)Other costs, net5,404 (3,364)
Changes in components of working capitalChanges in components of working capitalChanges in components of working capital
Change in taxes receivableChange in taxes receivable118 13,810 (1,789)Change in taxes receivable(20,284)(345)
Net changes in other operating assets and liabilitiesNet changes in other operating assets and liabilities(25,853)(10,173)(26,176)Net changes in other operating assets and liabilities(55,520)(32,330)
Net cash provided by (used in) operating activitiesNet cash provided by (used in) operating activities109,806 24,028 (45,448)Net cash provided by (used in) operating activities148,080 36,299 
Cash flows from investing activitiesCash flows from investing activitiesCash flows from investing activities
Capital expendituresCapital expenditures(109,235)(117,750)(14,629)Capital expenditures(169,530)(79,525)
Cash acquired in stock-based business combination— 54,970 — 
Proceeds from disposal of assets, netProceeds from disposal of assets, net15,756 31,247 194 Proceeds from disposal of assets, net— 15,756 
Net cash used in investing activities(93,479)(31,533)(14,435)
Net cash provided by (used in) investing activitiesNet cash provided by (used in) investing activities(169,530)(63,769)
Cash flows from financing activitiesCash flows from financing activitiesCash flows from financing activities
Issuance of second lien notes— — 200,000 
Borrowings on credit facilities220,000 40,000 177,500 
Issuance of debtIssuance of debt600,000 — 
Repayments of debtRepayments of debt(1,828)(27,500)(545,000)Repayments of debt(673,411)— 
Debt extinguishment costsDebt extinguishment costs(25,697)— 
Debt issuance costsDebt issuance costs(24,914)— 
Debt issuance costs— — (23,664)
Warrants exercisedWarrants exercised784 647 — Warrants exercised102 440 
Share repurchasesShare repurchases(70,000)— 
Taxes withheld on employee stock transactionsTaxes withheld on employee stock transactions(4,926)— (1)Taxes withheld on employee stock transactions(8,355)(4,926)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities214,030 13,147 (191,165)Net cash provided by (used in) financing activities(202,275)(4,486)
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash230,357 5,642 (251,048)Net increase (decrease) in cash, cash equivalents and restricted cash(223,725)(31,956)
Cash, cash equivalents and restricted cash, beginning of periodCash, cash equivalents and restricted cash, beginning of period196,722 113,993 365,041 Cash, cash equivalents and restricted cash, beginning of period485,707 196,722 
Cash, cash equivalents and restricted cash, end of periodCash, cash equivalents and restricted cash, end of period$427,079 $119,635 $113,993 Cash, cash equivalents and restricted cash, end of period$261,982 $164,766 
See accompanying notes to the unaudited condensed consolidated financial statements.

7
6



NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)Total
Equity
BalancePar Value
Balance at 6/30/2021 (Successor)60,150 $1 $1,383,344 $2,211 $168 $1,385,724 
Employee related equity activity
Amortization of share-based compensation— — 4,668 — — 4,668 
Exercise of common stock warrants18 — 376 — — 376 
Net loss— — — (23,665)— (23,665)
Other comprehensive loss, net— — — — (435)(435)
Balance at 9/30/21 (Successor)60,168 $1 $1,388,388 $(21,454)$(267)$1,366,668 
Balance at 6/30/2022 (Successor)67,050 1 1,402,608 102,383 3,802 1,508,794 
Employee related equity activity
Amortization of share-based compensation— — 7,068 — — 7,068 
Exercise of common stock warrants3,304 — 344 — — 344 
Net income— — — 33,585 — 33,585 
Other comprehensive loss, net— — — — (1,230)(1,230)
Balance at 9/30/2022 (Successor)70,354 $1 $1,410,020 $135,968 $2,572 $1,548,561 
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)Total
Equity
BalancePar Value
Balance at December 31, 2022134,681 $1 $3,347,507 $255,930 $3,647 $3,607,085 
Employee related equity activity
Amortization of share-based compensation— — 9,651 — — 9,651 
Issuance of share-based compensation shares440 — — — — — 
Shares withheld for taxes on equity transactions— — (8,327)— — (8,327)
Warrant exercises3,772 — 21 — — 21 
Share repurchases(270)— — (10,000)— (10,000)
Net income (loss)— — — 108,063 — 108,063 
Other comprehensive income (loss), net— — — — (2,186)(2,186)
Balance at March 31, 2023138,623 1 3,348,852 353,993 1,461 3,704,307 
Employee related equity activity
Amortization of share-based compensation— — 9,203 — — 9,203 
Issuance of share-based compensation shares— — — — — 
Shares withheld for taxes on equity transactions— — (28)— — (28)
Warrant exercises— 81 — — 81 
Share repurchases(1,550)— — (60,000)— (60,000)
Net income (loss)— — — 65,816 — 65,816 
Other comprehensive income (loss), net— — — — 41 41 
Balance at June 30, 2023137,084 $1 $3,358,108 $359,809 $1,502 $3,719,420 
See accompanying notes to the unaudited condensed consolidated financial statements.



87


NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED
(In thousands)
(Unaudited)

SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive
Income (Loss)
Total
Equity
BalancePar Value
Balance at 12/31/2020 (Predecessor)251,084 $2,511 $814,796 $(1,070,683)$(58,012)$(311,388)
Employee related equity activity
Amortization of share-based compensation— — 710 — — 710 
Issuance of share-based compensation shares43 — — — — — 
Shares withheld for taxes on equity transactions— — (1)— — (1)
Net income— — — 250,228 — 250,228 
Other comprehensive income, net— — — — 108 108 
Cancellation of Predecessor equity(251,127)(2,511)(815,505)820,455 57,904 60,343 
Issuance of Successor common stock and warrants50,000 1,018,767 — — 1,018,768 
Balance at 2/5/2021 (Predecessor)50,000 $1 $1,018,767 $ $ $1,018,768 
Balance at 2/6/2021 (Successor)50,000 $1 $1,018,767 $ $ $1,018,768 
Employee related equity activity
Amortization of share-based compensation— — 11,312 — — 11,312 
Exchange of common stock for penny warrants(6,463)— — — — — 
Exercise of common stock warrants31 — 647 — — 647 
Issuance of common stock for Pacific Drilling merger16,600 — 357,662 — — 357,662 
Net loss— — — (21,454)— (21,454)
Other comprehensive loss, net— — — — (267)(267)
Balance at 9/30/2021 (Successor)60,168 $1 $1,388,388 $(21,454)$(267)$1,366,668 
Balance at 12/31/2021 (Successor)60,172 $1 $1,393,255 $101,982 $5,389 1,500,627 
Employee related equity activity
Amortization of share-based compensation— — 20,907 — — 20,907 
Issuance of share-based compensation shares365 — — — — — 
Shares withheld for taxes on equity transactions— — (4,926)— — (4,926)
Exercise of common stock warrants9,817 — 784 — — 784 
Net income— — — 33,986 — 33,986 
Other comprehensive loss, net— — — — (2,817)(2,817)
Balance at 9/30/2022 (Successor)70,354 $1 $1,410,020 $135,968 $2,572 $1,548,561 
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive
Income (Loss)
Total
Equity
BalancePar Value
Balance at December 31, 202160,172 $1 $1,393,255 $101,982 $5,389 $1,500,627 
Employee related equity activity
Amortization of share-based compensation— — 6,795 — — 6,795 
Issuance of share-based compensation shares365 — — — — — 
Shares withheld for taxes on equity transactions— — (4,926)— — (4,926)
Warrant exercises2,535 — 118 — — 118 
Net income (loss)— — — (36,656)— (36,656)
Other comprehensive income (loss), net— — — — (424)(424)
Balance at March 31, 202263,072 1 1,395,242 65,326 4,965 1,465,534 
Employee related equity activity
Amortization of share-based compensation— — 7,044 — — 7,044 
Issuance of share-based compensation shares3,978 — 322 — — 322 
Shares withheld for taxes on equity transactions— — — — — — 
Warrant exercises— — — — — — 
Net income (loss)— — — 37,057 — 37,057 
Other comprehensive income (loss), net— — — — (1,163)(1,163)
Balance at June 30, 202267,050 $1 $1,402,608 $102,383 $3,802 $1,508,794 
See accompanying notes to the unaudited condensed consolidated financial statements.
9


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) 
Successor
September 30, 2022December 31, 2021
ASSETS
Current assets
Cash and cash equivalents$97,641 $192,636 
Accounts receivable, net274,175 200,419 
Taxes receivable16,693 16,063 
Prepaid expenses and other current assets33,057 36,545 
Total current assets421,566 445,663 
Intangible assets25,324 61,849 
Property and equipment, at cost1,341,132 1,555,975 
Accumulated depreciation(119,442)(77,275)
Property and equipment, net1,221,690 1,478,700 
Assets held for sale299,016 — 
Other assets84,930 77,247 
Total assets$2,052,526 $2,063,459 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$133,426 $116,030 
Accrued payroll and related costs36,402 48,346 
Taxes payable26,534 28,735 
Interest payable4,268 9,788 
Other current liabilities56,517 40,949 
Total current liabilities257,147 243,848 
Long-term debt434,368 216,000 
Deferred income taxes7,407 13,195 
Other liabilities126,354 94,998 
Total liabilities825,276 568,041 
Commitments and contingencies (Note 12)
Shareholders’ equity
Common stock, $0.10 par value; 261,246 ordinary shares outstanding as of September 30, 2022 and December 31, 202126,125 26,125 
Capital in excess of par value1,198,553 1,393,410 
Retained earnings— 70,494 
Accumulated other comprehensive income2,572 5,389 
Total shareholdersequity
1,227,250 1,495,418 
Total liabilities and equity$2,052,526 $2,063,459 
See accompanying notes to the unaudited condensed consolidated financial statements.
10


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
Successor
Three Months Ended September 30,
20222021
Operating revenues
Contract drilling services$289,494 $231,154 
Reimbursables and other16,378 19,217 
305,872 250,371 
Operating costs and expenses
Contract drilling services185,715 187,886 
Reimbursables13,284 16,462 
Depreciation and amortization24,810 25,241 
General and administrative10,547 7,772 
Merger and integration costs— 4,149 
(Gain) loss on sale of operating assets, net— 2,230 
Hurricane losses and (recoveries), net1,896 10,441 
236,252 254,181 
Operating income (loss)69,620 (3,810)
Other income (expense)
Interest expense, net of amounts capitalized(8,139)(8,870)
Loss on extinguishment of debt, net(196)— 
Interest income and other, net3,641 975 
Income (loss) before income taxes64,926 (11,705)
Income tax provision(13,072)(2,275)
Net income (loss)$51,854 $(13,980)
See accompanying notes to the unaudited condensed consolidated financial statements.

11


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
(In thousands)
(Unaudited)
SuccessorPredecessor
Period FromPeriod From
February 6, 2021January 1, 2021
Nine Months Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Operating revenues
Contract drilling services$746,992 $515,680 $74,051 
Reimbursables and other44,263 46,467 3,430 
791,255 562,147 77,481 
Operating costs and expenses
Contract drilling services528,904 455,124 46,703 
Reimbursables37,095 41,577 2,737 
Depreciation and amortization76,997 64,814 20,631 
General and administrative38,582 26,690 5,729 
Merger and integration costs395 7,099 — 
(Gain) loss on sale of operating assets, net(4,562)2,230 — 
Hurricane losses and (recoveries), net4,701 10,441 — 
682,112 607,975 75,800 
Operating income (loss)109,143 (45,828)1,681 
Other income (expense)
Interest expense, net of amounts capitalized(23,534)(23,628)(229)
Loss on extinguishment of debt, net(196)— — 
Interest income and other, net5,175 7,489 400 
Reorganization items, net— — 195,395 
Income (loss) before income taxes90,588 (61,967)197,247 
Income tax benefit (provision)(11,775)6,631 (3,422)
Net income (loss)$78,813 $(55,336)$193,825 
See accompanying notes to the unaudited condensed consolidated financial statements.

12


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

Successor
Three Months Ended September 30,
20222021
Net income (loss)$51,854 $(13,980)
Other comprehensive loss
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of $3 and zero for the three months ended September 30, 2022 and 2021, respectively(1,230)(435)
Other comprehensive loss, net(1,230)(435)
Comprehensive income (loss)$50,624 $(14,415)

SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Net income (loss)$78,813 $(55,336)$193,825 
Other comprehensive income (loss)
Foreign currency translation adjustments— — (116)
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive loss, net of tax provision of $3, zero and $59 for the nine months ended September 30, 2022, the period from February 6, 2021 through September 30, 2021, the period from January 1, 2021 through February 5, 2021, respectively(2,817)(267)224 
Other comprehensive income (loss), net(2,817)(267)108 
Comprehensive income (loss)$75,996 $(55,603)$193,933 

See accompanying notes to the unaudited condensed consolidated financial statements.


13


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Cash flows from operating activities
Net income (loss)$78,813 $(55,336)$193,825 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization76,997 64,814 20,631 
Loss on extinguishment of debt, net196 — — 
Amortization of intangible asset36,525 37,127 — 
(Gain) loss on sale of operating assets, net(6,767)— — 
Reorganization items, net— — (203,490)
Deferred income taxes(22,081)(9,170)2,501 
Amortization of share-based compensation20,907 11,624 710 
Other costs, net(4,334)1,912 (3,054)
Changes in components of working capital:
Change in taxes receivable118 13,810 (1,789)
Net changes in other operating assets and liabilities(32,982)(7,664)(21,808)
Net cash provided by (used in) operating activities147,392 57,117 (12,474)
Cash flows from investing activities
Capital expenditures(109,235)(117,750)(14,629)
Proceeds from disposal of assets, net15,756 31,247 194 
Net cash used in investing activities(93,479)(86,503)(14,435)
Cash flows from financing activities
Issuance of second lien notes— — 200,000 
Borrowings on credit facilities220,000 40,000 177,500 
Repayments of credit facilities— (27,500)(545,000)
Repayments of debt(1,828)— — 
Debt issuance costs— — (10,139)
Cash contributed by parent in connection with Pacific Drilling merger— 54,970 — 
Distributions to parent company, net(365,071)(32,677)(26,503)
Net cash provided by (used in) financing activities(146,899)34,793 (204,142)
Net increase (decrease) in cash, cash equivalents and restricted cash(92,986)5,407 (231,051)
Cash, cash equivalents and restricted cash, beginning of period195,220 113,993 345,044 
Cash, cash equivalents and restricted cash, end of period$102,234 $119,400 $113,993 
See accompanying notes to the unaudited condensed consolidated financial statements.
14


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive Income (Loss)
Total Equity
BalancePar Value
Balance at 6/30/2021 (Successor)261,246 $26,125 $1,399,905 $(41,356)$168 $1,384,842 
Distributions to parent company, net— — (13,772)— — (13,772)
Capital contribution by parent - share-based compensation— — 4,668 — — 4,668 
Net loss— — — (13,980)— (13,980)
Other comprehensive loss, net— — — — (435)(435)
Balance at 9/30/2021 (Successor)261,246 $26,125 $1,390,801 $(55,336)$(267)$1,361,323 
Balance at 6/30/2022 (Successor)261,246 $26,125 $1,407,249 $72,410 $3,802 $1,509,586 
Distributions to parent company, net— — (215,764)(124,264)— (340,028)
Capital contribution by parent - share-based compensation— — 7,068 — — 7,068 
Net income— — — 51,854 — 51,854 
Other comprehensive loss, net— — — — (1,230)(1,230)
Balance at Balance at 9/30/2022 (Successor)261,246 $26,125 $1,198,553 $ $2,572 $1,227,250 
See accompanying notes to the unaudited condensed consolidated financial statements.


15


NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital
Retained
Earnings (Accumulated Deficit)
Accumulated Other
Comprehensive Income (Loss)
Total Equity
BalancePar Value
Balance at 12/31/2020 (Predecessor)261,246 $26,125 $766,714 $(948,219)$(58,012)$(213,392)
Distributions to parent company, net— — — (26,503)— (26,503)
Capital contribution by parent - share-based compensation— — 710 — — 710 
Net income— — — 193,825 — 193,825 
Other comprehensive income, net— — — — 108 108 
Elimination of Predecessor equity— — 222,601 780,897 57,904 1,061,402 
Balance at 2/5/2021 (Predecessor)261,246 $26,125 $990,025 $ $ $1,016,150 
Balance at 2/6/2021 (Successor)261,246 $26,125 $990,025 $ $ $1,016,150 
Distributions to parent company, net— — (32,677)— — (32,677)
Capital contribution by parent - share-based compensation— — 11,312 — — 11,312 
Capital contribution by parent - Pacific Drilling merger— — 422,141 — — 422,141 
Net loss— — — (55,336)— (55,336)
Other comprehensive loss, net— — — — (267)(267)
Balance at 9/30/2021 (Successor)261,246 $26,125 $1,390,801 $(55,336)$(267)$1,361,323 
Balance at 12/31/2021 (Successor)261,246 $26,125 $1,393,410 $70,494 $5,389 $1,495,418 
Distributions to parent company, net— — (215,764)(149,307)— (365,071)
Capital contribution by parent - share-based compensation— — 20,907 — — 20,907 
Net income— — — 78,813 — 78,813 
Other comprehensive loss, net— — — — (2,817)(2,817)
Balance at Balance at 9/30/2022 (Successor)261,246 $26,125 $1,198,553 $ $2,572 $1,227,250 
See accompanying notes to the unaudited condensed consolidated financial statements.




168

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Note 1— Organization and Basis of Presentation
Noble Corporation plc, (formerly known as Noble Finco Limited), a public limited company formedincorporated under the laws of England and Wales (“Noble” or “Successor”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of SeptemberJune 30, 2022,2023, our fleet of 1932 drilling rigs consisted of 1119 floaters and eight13 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc,In September 2022, as a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11result of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Emergence Effective DateMerger (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuantbecame the successor issuer to which Legacy Noble formed Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), for purposes of and pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as an indirect wholly owned subsidiaryamended (the “Exchange Act”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of Legacysimilar meaning refer collectively to Noble and transferredits consolidated subsidiaries.
The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to Noble Cayman substantially allthe rules and regulations of the subsidiariesUS Securities and other assets of Legacy Noble. On February 5, 2021 (the “Emergence Effective Date”Exchange Commission (“SEC”), the Plan became effective as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with its terms,accounting principles generally accepted in the Debtors emergedUnited States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2022 Condensed Consolidated Balance Sheet presented herein is derived from the Chapter 11 Cases and Noble Cayman became the new parent company. In accordanceDecember 31, 2022 audited consolidated financial statements. These interim financial statements should be read in conjunction with the Plan, Legacy Nobleaudited consolidated financial statements and its remaining subsidiary willnotes included in due courseour Annual Report on Form 10-K for the year ended December 31, 2022, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be wound downexpected for the full year.
Note 2— Acquisitions and dissolved in accordanceDivestitures
Business Combination with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down.Maersk Drilling
On September 30, 2022 (the “Merger Effective Date”), pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Cayman, Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries.
On October 3, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, Noble completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and because Noble acquired more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble will redeemredeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either A ordinary shares, par value $0.00001 per share, of Noble (“Ordinary Shares”) or cash (or, for those holders that dodid not make an election, only cash), under Danish law by way of a compulsory purchase (the “Compulsory Purchase”)., which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling will becomebecame a wholly owned subsidiary of Noble.
See “Note 2— Acquisitions and Divestitures” for additional information on the Business Combination.
179

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
AsThe Merger was accounted for as a result of the emergence from the Chapter 11 Cases, Noble Cayman became the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Merger, Noble became the successor issuer to Noble Cayman for purposes of and pursuant to Rule 12g-3(a) of the Exchange Act. References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us” and “our” refer collectively to (i) Legacy Noble and its consolidated subsidiaries prior to the Emergence Effective Date, (ii) Noble Cayman and its consolidated subsidiaries on and after the Emergence Effective Date and prior to the Merger Effective Date, and (iii) Noble and its consolidated subsidiaries (including Noble Cayman) on and after the Merger Effective Date, as applicable.
Upon emergence, the Company applied fresh start accountingbusiness combination in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start805, Business Combinations, where Noble is the accounting resulted in a new basisacquirer. Under the acquisition method of accounting, the assets and the Company becoming a new entity for financial reporting purposes. Accordingly, our financial statements and notes after the Emergence Effective Date are not comparable to our financial statements and notes on and prior to that date.
Finco was an indirect, wholly owned subsidiaryliabilities of Legacy Noble prior to the Emergence Effective Date and a direct, wholly owned subsidiary of Noble Cayman on and after the Emergence Effective Date and prior to the Merger Effective Date, and has been an indirect, wholly owned subsidiary of Noble on and after the Merger Effective Date. As of September 30, 2022, Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The condensed consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through FincoMaersk Drilling and its subsidiaries aswere recorded at their respective fair values on the Closing Date. Total consideration for the acquisition was $2.0 billion, which included $5.6 million in net cash paid and $2.0 billion in non-cash consideration, primarily related to Ordinary Shares issued to legacy Maersk shareholders and the replacement of September 30, 2022. As such, the terms “Predecessor”legacy Maersk Drilling restricted stock unit awards. The purchase price allocation is preliminary and “Successor” also referssubject to Finco,change. The amounts recognized will be finalized as the context requires.
The accompanying unaudited condensed consolidated financial statements of Noble and Finco have been prepared pursuantinformation necessary to complete the rules and regulations ofanalysis is obtained, but no later than one year after the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2021 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 2021 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed by both Noble Cayman and Finco. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Note 2— Acquisitions and Divestitures
Business Combination with Maersk Drilling
On the Merger Effective Date, pursuant to the Business Combination Agreement, Noble Cayman merged with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble, and (i) each ordinary share, par value $0.00001 per share, of Noble Cayman (“Noble Cayman Shares”) issued and outstanding prior to the effective time of the Merger (the “Merger Effective Time”) was converted into one newly and validly issued, fully paid and non-assessable Ordinary Share of Noble and (ii) each Noble Cayman Warrant (as defined herein) issued and outstanding immediately prior to the Merger Effective Time was converted automatically into a warrant to acquire a number of Ordinary Shares equal to the number of Noble Cayman Shares underlying such warrant, with the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the applicable Noble Cayman Warrant Agreement (as defined herein) (collectively, the “Warrants”). In addition, each award of restricted share units representing the right to receive Noble Cayman Shares, or value based on the value of Noble Cayman Shares (each, a “Noble Cayman RSU Award”), outstanding immediately prior to the Merger Effective Time ceased to represent a right to acquire Noble Cayman Shares (or value equivalent to Noble Cayman Shares) and was converted into the right to acquire, on the same terms and conditions as were applicable under the Noble Cayman RSU Award (including any vesting conditions), that number of Ordinary Shares equal to the number of Noble Cayman Shares subject to such Noble Cayman RSU Award immediately prior to the Merger Effective Time. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries effective as of the Merger Effective Time.Closing Date.
1810

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
In connection withDetermining the automatic conversionfair value of the Noble Cayman Warrants into Warrants atassets and liabilities of Maersk Drilling requires judgment and certain assumptions to be made. The most significant fair value estimates related to the Merger Effective Time, (i)valuation of Maersk Drilling’s offshore drilling units and long term debt. The following table represents the Tranche 1 Warrant Agreement, dated aspreliminary allocation of February 5, 2021, bythe total purchase price of Maersk Drilling to the identifiable assets acquired and among Noble Cayman, Computershare Inc. and Computershare Trust Company, N.A. (together, “Computershare”), (ii) the Tranche 2 Warrant Agreement, dated as of February 5, 2021, by and among Noble Cayman and Computershare, and (iii)liabilities assumed based on the Tranche 3 Warrant Agreement, dated as of February 5, 2021, by and among Noble Cayman and Computershare (collectively, the “Noble Cayman Warrant Agreements”) were terminated, and Noble entered into (a) a new Tranche 1 Warrant Agreement, datedfair values as of the Merger Effective Date, byClosing Date.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Maersk Drilling shareholders$1,793,351 
Cash paid to legacy Maersk Drilling shareholders887 
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price6,780 
Deal Completion Bonus6,177 
Fair Value of Compulsory Purchase193,678 
Total purchase price consideration$2,000,873
Assets acquired:
Cash and cash equivalents$172,205 
Accounts receivable, net250,251 
Taxes receivable20,603 
Prepaid expenses and other current assets (1)
43,168 
Total current assets486,227 
Intangible assets22,991 
Property, plant and equipment, net2,756,096 
Other assets (1)
94,882 
Total assets acquired3,360,196
Liabilities assumed:
Current maturities of long-term debt129,130 
Accounts payable130,273 
Accrued payroll and related costs (1)
23,884 
Taxes payable38,218 
Interest payable800 
Other current liabilities41,253 
Total current liabilities363,558 
Long-term debt596,692 
Deferred income taxes4,071 
Noncurrent contract liabilities237,703 
Other liabilities (1)
171,925 
Total liabilities assumed1,373,949 
Net assets acquired1,986,247
Goodwill acquired (1)
14,626 
Purchase price consideration$2,000,873
(1)During the six months ended June 30, 2023, the Company recorded tax adjustments, which resulted in a net increase to deferred tax assets of $25.2 million, a net increase to reserves for uncertain tax positions of $13.8 million, and among Noble and Computershare, (b) a new Tranche 2 Warrant Agreement, dateddecrease of goodwill of $11.4 million. Other adjustments were made to remeasure certain payroll tax related balances. The effect of the changes to the provisional amounts on the current period statement of operations that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the Merger Effective Date, by and among Noble and Computershare, and (c) a new Tranche 3 Warrant Agreement, dated as of the Merger Effective Date, by and among Noble and Computershare (collectively, the “Warrant Agreements”). The Warrant Agreements have substantially similar terms as were in effect immediately prior to the Merger Effective Time pursuant to the Noble Cayman Warrant Agreements. Immediately following completion of the Business Combination, there were 14.5 million Warrants outstanding.
On the Closing Date pursuant to the Business Combination Agreement, Noble completed the Offer and because Noble acquired more than 90% of the issued and outstanding Maersk Drilling Shares, Noble will redeem all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either Ordinary Shares or cash (or, for those holders that do not make an election, only cash), under Danish law by way of the Compulsory Purchase. Upon completion of the Compulsory Purchase, Maersk Drilling will become a wholly owned subsidiary of Noble.
In connection with the Offer and the Compulsory Purchase, each Maersk Drilling Share was (in the case of the Offer) or will be (in the case of the Compulsory Purchase) exchanged for either (i) 1.6137 newly and validly issued, fully paid and non-assessable Ordinary Shares (the “Exchange Ratio”), or (ii) cash consideration (payable in DKK). The Offer was subject to a cash consideration cap per Maersk Drilling shareholder of $1,000 and an aggregate cap on cash consideration payable to all Maersk Drilling shareholders of $50 million. Consequently, in relation to the Offer, Maersk Drilling shareholders who elected to receive cash consideration in the Offer received, as applicable, (a) $1,000 for the applicable portion of their Maersk Drilling Shares and the balance of Maersk Drilling Shares in Ordinary Shares in accordance with the Exchange Ratio, or (b) the amount corresponding to the total holding of their Maersk Drilling Shares if such holding of Maersk Drilling Shares represents a value equal to or less than $1,000 in the aggregate. The Compulsory Purchase is not subject to a cash consideration cap per holder or an aggregate cap for cash consideration.
In addition, each Maersk Drilling restricted stock unit award (a “Maersk Drilling RSU Award”) that was outstanding immediately prior to the acceptance time of the Offer (the “Acceptance Time”) was exchanged, at the Acceptance Time, with the right to receive, on the same terms and conditions as were applicable under the Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019 and the Maersk Drilling RSU Long-Term Incentive Programme 2019 (including any vesting conditions), that number of Ordinary Shares equal to the product of (1) the number of Maersk Drilling Shares subject to such Maersk Drilling RSU Award immediately prior to the Acceptance Time and (2) the Exchange Ratio, with any fractional Maersk Drilling Shares rounded to the nearest whole share. Upon such exchange, Maersk Drilling RSU Awards ceased to represent a right to receive Maersk Drilling Shares (or value equivalent to Maersk Drilling Shares).
The Business Combination is being accounted for using the acquisition method of accounting, with Noble being treated as the accounting acquirer. Under the acquisition method of accounting, the assets, liabilities and equity of Maersk Drilling and its subsidiaries will be recorded at their respective fair values on the Closing Date. The preliminary purchase price allocation is not complete as of the filing date of this Quarterly Report on Form 10-Q.
The post-merger results of operations of Maersk Drilling for the fourth quarter of 2022 and full year 2022 pro-forma information will be included in the Company's consolidated results for the year ended December 31, 2022.
Rig Transaction
On June 23, 2022, Noble Cayman and certain of its subsidiaries entered into an Asset Purchase Agreement (as amended, the “Asset Purchase Agreement”) with Shelf Drilling (North Sea), Ltd. and Shelf Drilling, Ltd. (together, “Shelf Drilling”) relating to the sale by Noble and the purchase by Shelf Drilling (the “Rig Transaction”) of five jackup rigs known as the Noble Hans Deul, Noble Houston Colbert, Noble Lloyd Noble (the “NLN Rig”), Noble Sam Hartley and Noble Sam Turner and all related support and infrastructure (collectively, and together with the related offshore and onshore personnel and related operations, the “Divestment Business”). The Rig Transaction addressed the potential concerns identified by the UK Competition and Markets Authority of the Business Combination and was approved by them in September 2022.immaterial.
1911

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
As of September 30, 2022, these rigs and certain associated assets and liabilities qualify for the held for sale classification on our balance sheet. Included within “Other current assets”, “Other current liabilities” and “Other liabilities” on our condensed consolidated balance sheet as of September 30, 2022 are assets and liabilities held for sale of $3.2 million, $8.1 million, and $13.4 million, respectively.
The net income before income taxes for the rigs classified as held for sale was:
SuccessorPredecessor
Period FromPeriod From
February 6, 2021January 1, 2021
Three Months Ended September 30,Nine Months Endedthroughthrough
20222021September 30, 2022September 30, 2021
2/5/2021 (1)
Net income (loss) before income taxes(37)(27,438)(13,980)(61,307)(5,360)
(1) Excludes Reorganization items, net
On October 5, 2022, Noble and Shelf Drilling completed the Rig Transaction as part of the Business Combination. In connection with the Rig Transaction, and pursuant to the terms and conditions set forth in the Asset Purchase Agreement, the Divestment Business was transferred by Noble to Shelf Drilling for a purchase price of $375 million in cash, which was paid by Shelf Drilling to Noble at the completion of the Rig Transaction (the “Completion”).
On the Completion, Noble Drilling Norway AS (“Noble Norway”) and a member of the Shelf Drilling group (the “Shelf Group”), which is now the owner of the NLN Rig, entered into a charter agreement (the “NLN Charter Agreement”), pursuant to which Noble Norway will charter the NLN Rig from the Shelf Group during the period from the Completion until the date of the NLN Completion (as defined in the Asset Purchase Agreement) in order to allow Noble Norway to complete its current obligations under the NLN Drilling Agreement (as defined in the Asset Purchase Agreement). At the end of the charter period, Noble Norway will redeliver the NLN Rig to the Shelf Group.
Pacific Drilling Merger
On April 15, 2021, Noble Cayman purchased Pacific Drilling Company LLC (“Pacific Drilling”), an international offshore drilling contractor, in an all-stock transaction (the “Pacific Drilling Merger”). Pursuant to the terms and conditions set forth in an Agreement and Plan of Merger dated March 25, 2021 (the “Pacific Drilling Merger Agreement”), (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Noble Cayman Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the Pacific Drilling Merger was converted into the right to receive 1.553 Noble Cayman Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Noble Cayman Shares, or approximately 24.9% of the outstanding Noble Cayman Shares and ordinary share purchase warrants to purchase Noble Cayman Shares (the “Noble Cayman Penny Warrants”) at closing. In connection with this acquisition, the Company acquired seven floaters and subsequently sold two floaters in June 2021 for net proceeds of $29.7 million. The results of Pacific Drilling’s operations are included in the Company’s results of operations effective April 15, 2021.
The transaction was accounted for using the acquisition method of accounting under ASC Topic 805, Business Combinations, with Noble Cayman being treated as the accounting acquirer. As of March 31, 2022, we completed our fair value assessments of assets acquired and liabilities assumed, with no changes from our preliminary allocation reported in our Annual Report on Form 10-K for the year ended December 31, 2021.
Note 3— Accounting Pronouncements
Accounting Standards Adopted
In October 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, in order to provide clarity on how to account for acquired revenue contracts with customers in a business combination. This guidance is effective for public business entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The amendments should be applied prospectively to business combinations occurring on or after the effective date. Early adoption is permitted. We adopted ASU No. 2021-08, effective January 1, 2022. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.
20

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

The goodwill recognized in the Merger represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill recognized is attributable to anticipated synergies expected to arise in connection with the acquisition. All of the goodwill was assigned to our single reporting unit, Contract Drilling Services. The goodwill is not deductible for tax purposes. The Company did not recognize any goodwill impairment during the three and six months ended June 30, 2023. See “Note 4— Acquisitions and Divestitures” in our Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the Business Combination.
Note 3— Accounting Pronouncements
Accounting Standards Adopted
We do not believe that any recently issued accounting standards would have a material effect on the accompanying unaudited condensed consolidated financial statements.
Recently Issued Accounting Standards
With the exception of the updated standards discussed above, thereThere have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our unaudited condensed consolidated financial statements.
Note 4— Income (Loss) Per Share
The following table presents the computation of basic and diluted lossincome (loss) per share for Noble:share:
SuccessorPredecessor
Period FromPeriod From
February 6, 2021January 1, 2021
Three Months Ended September 30,Nine Months EndedthroughthroughThree Months Ended June 30,Six Months Ended June 30,
20222021September 30, 2022September 30, 2021February 5, 20212023202220232022
Numerator:Numerator: Numerator:
Basic
Net income (loss)Net income (loss)$65,816 $37,057 $173,879 $401 
Net income (loss)$33,585 $(23,665)$33,986 $(21,454)$250,228 
Diluted 
Net income (loss)$33,585 $(23,665)$33,986 $(21,454)$250,228 
Denominator:Denominator: Denominator:
Weighted average shares outstanding – basicWeighted average shares outstanding – basic70,318 66,623 69,260 61,847 251,115 Weighted average shares outstanding – basic138,058 69,789 136,502 68,722 
Dilutive effect of share-based awardsDilutive effect of share-based awards3,388 — 3,388 — 5,456 Dilutive effect of share-based awards3,242 3,378 3,242 3,378 
Dilutive effect of warrantsDilutive effect of warrants8,220 — 8,718 — — Dilutive effect of warrants5,692 9,535 6,810 9,185 
Weighted average shares outstanding – dilutedWeighted average shares outstanding – diluted81,926 66,623 81,366 61,847 256,571 Weighted average shares outstanding – diluted146,992 82,702 146,554 81,285 
Per share dataPer share data Per share data
Basic:
BasicBasic
Net income (loss)Net income (loss)$0.48 $(0.36)$0.49 $(0.35)$1.00 Net income (loss)$0.48 $0.53 $1.27 $0.01 
Diluted:
DilutedDiluted
Net income (loss)Net income (loss)$0.41 $(0.36)$0.42 $(0.35)$0.98 Net income (loss)$0.45 $0.45 $1.19 $— 
Only those items having a dilutive impact on our basic lossincome (loss) per share are included in diluted lossincome (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income or loss(loss) per share since the effect would have been anti-dilutive:
SuccessorPredecessor
Period FromPeriod From
February 6, 2021January 1, 2021
Three Months Ended September 30,Nine Months EndedthroughthroughThree Months Ended June 30,Six Months Ended June 30,
20222021September 30, 2022September 30, 2021February 5, 20212023202220232022
Share-based awardsShare-based awards— 3,124 — 3,124 556 Share-based awards— — — — 
Warrants (1)
Warrants (1)
2,774 19,412 2,774 19,412 — 
Warrants (1)
2,774 2,778 2,774 2,778 
(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable.
2112

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Share Capital
Noble Cayman Share Capital
On the Emergence Effective Date, pursuant to the Plan, Noble Cayman issued 50 million Noble Cayman Shares. Subsequent to the Emergence Effective Date, approximately 6.5 million Noble Cayman Shares were exchanged for Noble Cayman Penny Warrants to purchase up to approximately 6.5 million Noble Cayman Shares, with an exercise price of $0.01 per share. Noble Cayman Shares issuable upon the exercise of Noble Cayman Penny Warrants were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants. As of SeptemberJune 30, 2022, all2023, Noble Cayman Penny Warrants had been exchanged for Noble Cayman Shares and there were no Noble Cayman Penny Warrants remaining outstanding. As of September 30, 2022, immediately prior to the Merger Effective Time, Noble Cayman had approximately 70.4137.1 million Noble CaymanOrdinary Shares outstanding as compared to approximately 60.2134.7 million Noble CaymanOrdinary Shares outstanding at December 31, 2021. Pursuant2022. In addition, as of June 30, 2023, 3.6 million Tranche 1 Warrants, 3.6 million Tranche 2 Warrants and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 1.3 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the MemorandumNoble Corporation plc 2022 Long-Term Incentive Plan.
The declaration and payment of Associationdividends require the authorization of the Board of Directors of Noble. Such may be paid only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with law. Therefore, Noble Cayman, theis not permitted to pay dividends out of share capital, of Noble Cayman was $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the board of directors of Noble Cayman (the “Noble Cayman Board”) could determine from time to time.
which includes share premium. The payment of future dividends dependedwill depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions and other factors deemed relevant by our Board of Directors.
Share Repurchases
Under applicable law, the Noble Cayman Board.
InCompany is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” in a plan approved by shareholders. Such may be made only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of Legacy Noble’s equity interests outstanding prior to the Emergence Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Emergence Effective Date. Pursuant to the Plan, the holders of Legacy Noble’s ordinary shares, par value $0.01 per share, outstanding prior to the Emergence Effective Date received their pro rata shareapplicable law. As of the Noble Cayman Tranche 3 Warrants (as defined herein)date of this report, we have shareholder authority to acquire Noble Cayman Shares.repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20.6 million Ordinary Shares). During the three and six months ended June 30, 2023, respectively, we repurchased 1.6 million and 1.8 million of our Ordinary Shares, which were subsequently cancelled. The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded U.S. corporations that occur after December 31, 2022. Such tax may also apply if a domestic affiliate of a publicly traded foreign corporation purchases, or is deemed to fund the purchase of, the shares of the publicly traded foreign corporation. None of these conditions were met for share repurchases to date, and are not expected to be met for future repurchases; as such, the excise tax should not be applicable to Noble.
Noble Share CapitalWarrants
AtOn the Merger Effective Time, Noble issued 70.4 million Ordinary Shares to the former holders of Noble Cayman Shares. Further, at the Merger Effective Time, Noble issued 14.5 million Warrants exercisable for Ordinary Shares to former holders of Noble Cayman Warrants. As of September 30, 2022, immediately after the Merger Effective Time, Noble had approximately 70.4 million Ordinary Shares outstanding and 50,000 Class B ordinary shares outstanding. The Class B ordinary shares have a par value of 1.00 pound sterling and are all held by Noble Corporation 2022 Limited, a wholly owned subsidiary of Noble.
Warrants
At September 30, 2022,Date, immediately prior to the effective time of the Merger (the “Merger Effective Time,Time”), we had outstanding 6.2 million seven-year warrants with Black-Scholes protection (the “Noble Cayman Tranche 1 Warrants”),Warrants of Noble Cayman, 5.6 million seven-year warrants with Black-Scholes protection (the “Noble Cayman Tranche 2 Warrants”)Warrants of Noble Cayman and 2.8 million five-year warrants with no Black-Sholes protection (the “Noble Cayman Tranche 3 Warrants” and, together with theWarrants of Noble Cayman Tranche 1 Warrants and the Noble Cayman Tranche 2 Warrants,(collectively, the “Noble Cayman Warrants”). At the Merger Effective Time, each Noble Cayman Warrant outstanding immediately prior to the Merger Effective Time was converted automatically into a Warrant to acquire a number of Ordinary Shares equal to the number of Noble Cayman Shares underlying such Noble Cayman Warrant, with the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the applicable Noble Cayman Warrant Agreement.
The Tranche 1 Warrants of Noble (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the Tranche 2 Warrants of Noble (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant and the Tranche 3 Warrants of Noble (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant (in each case as may be adjusted from time to time pursuant to the applicable Warrant Agreement). The Tranche 1 Warrants and the Tranche 2 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2028 and the Tranche 3 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2026. The Tranche 1 Warrants and the Tranche 2 Warrants have Black-Scholes protections,protection, including in the event of a Fundamental Transaction (as defined in the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants also provide that while the Mandatory Exercise Condition (as defined in the applicable Warrant Agreement) set forth in the applicable Warrant Agreement has occurred and is continuing, Noble or the Required Mandatory Exercise Warrantholders (as defined in the applicable Warrant Agreement) have the right and option (but not the obligation) to cause all or a portion of the Warrants to be exercised on a cashless
22

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
basis. In the case of Noble, under the Mandatory Exercise Condition, all of the Tranche 1 Warrants or the Tranche 2 Warrants (as applicable) would be exercised. In the case of the electing Required Mandatory Exercise Warrantholders, under the Mandatory Exercise Condition, all of their respective Tranche 1 Warrants or Tranche 2 Warrants (as applicable) would be exercised. Mandatory exercises entitle the holder of each Warrant subject thereto to (i) the number of Ordinary Shares issuable upon exercise of such Warrant on a cashless basis and (ii) an amount payable in cash, Ordinary Shares or a combination thereof (in Noble’s sole discretion) equal to the Black-Scholes Value (as defined in the applicable Warrant Agreement) with respect to the number of Ordinary Shares withheld upon exercise of such Warrant on a cashless basis. At SeptemberJune 30, 2022,2023, the Mandatory Exercise Condition set forth in the Warrant Agreements for the Tranche 1 Warrants and the
13

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Tranche 2 Warrants was satisfied. On June 26, 2023 the Company was approved to list the Tranche 1 Warrants and the Tranche 2 Warrants on the New York Stock Exchange under the symbols “NE WS” and “NE WSA,” respectively.
Note 5— Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:
Successor
September 30, 2022December 31, 2021June 30, 2023December 31, 2022
Drilling equipment and facilitiesDrilling equipment and facilities$1,273,108 $1,467,772 Drilling equipment and facilities$4,100,796 $3,997,498 
Construction in progressConstruction in progress55,640 77,363 Construction in progress188,062 123,911 
OtherOther12,384 10,840 Other40,144 41,796 
Property and equipment, at costProperty and equipment, at cost$1,341,132 $1,555,975 Property and equipment, at cost$4,329,002 $4,163,205 
Capital expenditures, including capitalized interest, during the three and nine months ended SeptemberJune 30, 2023 and 2022, the period from February 6 through December 31, 2021 and the period from January 1 through February 5, 2021 totaled $40.8 million, $116.9 million, $159.9$115.9 million and $10.3$31.3 million, respectively. During the period from February 6 through December 31, 2021, capitalized interest was $2.0respectively, and totaled $170.9 million and there was no capitalized interest for any other period presented.
In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. However, during transit, the lower marine riser package and a number of riser joints separated from the rig, and certain other damage occurred. Due to the environmental conditions, a number of crew members were treated for injuries and released from medical care. The Company gave force majeure notice to the customer of the Noble Globetrotter II in accordance with the governing drilling services contract. The Company has insurance coverage for property damage to rigs due to named storms in the US Gulf of Mexico with a $10.0$76.1 million deductible per occurrence and a $50.0 million annual limit; however, our insurance policies may not adequately cover our losses, and related claims, which could adversely affect our business. Timing differences are likely to exist between the damage costs, capital expenditures made to repair or restore properties and recognition and receipt of insurance proceeds reflected in the Company’s financial statements. We received $16.6 million and $7.5 million of insurance proceeds during the second quarter ofsix months ended June 30, 2023 and 2022, and the fourth quarter of 2021, respectively. The Company assessed the damage sustained on the Noble Globetrotter II, which resulted in $5.4 million of assets written off in the third quarter of 2021. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations. See “Note 12— Commitments and Contingencies” for additional information.
During the three months ended March 31,first quarter of 2022, we sold the Noble Clyde Boudreaux for total net proceeds of $14.2 million, resulting in a gain of $6.8 million, which was offset by additional costs recognized of $2.2 million related to the sale of rigs in Saudi Arabia in 2021.
23

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 6— Debt
Senior Secured Revolving Credit Facility
On the Emergence Effective Date, FincoFebruary 5, 2021, Noble Finance Company (“Finco”) and Noble International Finance Company (“NIFCO”), each indirect wholly owned subsidiaries of Noble, entered into a senior secured revolving credit agreement (the “Revolving“2021 Revolving Credit Agreement”) providing for a $675.0$675 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving“2021 Revolving Credit Facility”) and cancelled all debt that existed immediately prior to the Emergence Effective Date.in connection with Noble's emergence from bankruptcy. The 2021 Revolving Credit Facility matureswas set to mature on July 31, 2025. Subject to the satisfaction of certain conditions, Finco maycould from time to time designate one or more of Finco’s other wholly owned subsidiaries as additional borrowers under the 2021 Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Emergence Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility. As of September 30, 2022, we had $220.0 million of loans outstanding and $20.6 million of letters of credit issued under the Revolving Credit Facility and an additional $8.7 million in letters of credit and surety bonds issued under bilateral arrangements.
All obligations of the Borrowers under the 2021 Revolving Credit Agreement, certain cash management obligations and certain swap obligations arewere unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the 2021 Revolving Credit Agreement. All such obligations, including the guarantees of the 2021 Revolving Credit Facility, arewere secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the 2021 Revolving Credit Agreement. NeitherNone of Pacific Drilling Company LLC, norMaersk Drilling or any of itstheir respective current subsidiaries iswas a subsidiary guarantor of the 2021 Revolving Credit Facility, and none of their assets securesecured the Revolving Credit Facility. In addition, none of the Maersk Drilling assets secure the2021 Revolving Credit Facility.
The loans outstanding under the 2021 Revolving Credit Facility bearbore interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted London Inter-Bank Offered Rate ("LIBOR") or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in The Wall Street Journal, (y) the federal funds effective rate plus 1/2 of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin was initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and would be increased by 50 basis points after July 31, 2024, and could be increased by an additional 50 basis points under certain conditions described in the 2021 Revolving Credit Agreement.
The Borrowers were required to pay customary quarterly commitment fees and letter of credit and fronting fees.
Availability of credit (whether borrowings or letters of credit) under the 2021 Revolving Credit Agreement was subject to the satisfaction of certain conditions, including, after giving effect to any such credit and the application of the proceeds (if any) thereof, (i) the aggregate amount of Available Cash (as defined in the 2021 Revolving Credit Agreement) could not exceed $100.0 million, (ii) if the Consolidated First Lien Net Leverage Ratio (as defined in the 2021 Revolving Credit Agreement)
14

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
would be greater than 5.50 to 1.00, then the aggregate principal amount outstanding under the 2021 Revolving Credit Facility could not exceed $610.0 million, and (iii) the Asset Coverage Ratio (as described below) must be at least 2.00 to 1.00.
Mandatory prepayments and, under certain circumstances, commitment reductions were required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default existed) and (ii) certain debt issuances. Available Cash in excess of $150.0 million was also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the 2021 Revolving Credit Facility could be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs.
The 2021 Revolving Credit Agreement obligated Finco and its restricted subsidiaries to comply with the following financial maintenance covenants:
as of the last day of each fiscal quarter, the ratio of Adjusted EBITDA to Cash Interest Expense (each as defined in the 2021 Revolving Credit Agreement) was not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or before June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and
as of the last day of each fiscal quarter, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the 2021 Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the 2021 Revolving Credit Facility (the “Asset Coverage Ratio”) was not permitted to be less than 2.00 to 1.00.
The 2021 Revolving Credit Facility contained financial maintenance, affirmative and negative covenants, representations and warranties and events of default that the Company considered customary for facilities of this type.
Amended and Restated Senior Secured Revolving Credit Agreement
On April 18, 2023, certain subsidiaries of Noble entered into an Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement” and the facility thereunder, the "2023 Revolving Credit Facility"), by and among Noble Finance II, LLC (“Noble Finance II”), NIFCO and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee. The 2023 Revolving Credit Facility provides for commitments of $550 million with maturity in 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes (as defined below). As of June 30, 2023, we had no loans outstanding and $19.1 million of letters of credit issued under the 2023 Revolving Credit Agreement.
All obligations of the Borrowers under the 2023 Revolving Credit Agreement, certain cash management obligations, certain letter of credit obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by the Noble Finance II and certain of its direct and indirect subsidiaries (the Guarantors, and together with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the 2023 Revolving Credit Agreement. All such obligations, including the guarantees of the 2023 Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, including substantially all rigs owned by subsidiaries of Noble as of the date of the 2023 Revolving Credit Agreement (the “Effective Date”), along with certain other rigs in the future such that collateral rigs shall generate at least 80% of the revenue of all rigs owned by Noble Finance II and its restricted subsidiaries and the ratio of the aggregate rig value of the collateral rigs to the commitments under the 2023 Revolving Credit Facility is at least 5.00 to 1.00, in each case, subject to certain exceptions and limitations described in the 2023 Revolving Credit Agreement.
The loans outstanding under the 2023 Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Noble Finance II’s option, either: (i) the Term SOFR Rate (as defined in the 2023 Revolving Credit Agreement) plus 0.10%; or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rateNYFRB Rate (as defined in the 2023 Revolving Credit Agreement) plus ½1/2 of 1%, and (z) the reserve-adjusted one-month LIBORTerm SOFR Rate plus 0.10% plus 1%. The applicable margin is initially 4.75%2.75% per annum for LIBORTerm SOFR Rate loans and 3.75%1.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions describedrange based on the Consolidated Total Net Leverage Ratio (as defined in the 2023 Revolving Credit Agreement.Agreement, which allows for certain cash netting depending on the amount of loans and letters of credit outstanding under the 2023 Revolving Credit Facility at the time of calculation), from 2.75% per annum to 3.75% per annum for Term SOFR Rate loans and 1.75% per annum to 2.75% per annum for base rate loans. The Borrowers are required to pay interest on (i) overdue principal at the rate equal to 2.00% per annum in excess of the applicable interest rate under the
15

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
2023 Revolving Credit Facility, to the extent lawful, and (ii) overdue installments of interest, if any, without regard to any applicable grace period, at 2% in excess of the interest rate applicable to base rate loans, to the extent lawful.
The Borrowers are required to pay customarya quarterly commitment feesfee to each lender under the 2023 Revolving Credit Facility, which accrues at a rate per annum equal to (i) 0.50% on the average daily unused portion of such lender’s commitments under the 2023 Revolving Credit Facility during the period from and including the Effective Date to and including the third anniversary of the Effective Date, (ii) during the period from the third anniversary of the Effective Date to and including the fourth anniversary of the Effective Date, a rate per annum equal to 0.75% and (iii) thereafter, a rate per annum equal to 1.00%. The Borrowers are also required to pay customary letter of credit and fronting fees.
Borrowings under the 2023 Revolving Credit Agreement may be used for working capital and other general corporate purposes. Availability of borrowings under the 2023 Revolving Credit AgreementFacility is subject to the satisfaction of certain conditions, including restrictions on borrowings if,that, after giving effect to any such borrowings and the application of the proceeds thereof, (i) the aggregate amount of Available Cash (as defined in the 2023 Revolving Credit Agreement) would not exceed $100.0 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610.0 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00.$250 million.
Mandatory prepayments and, under certain circumstances, commitment reductions are required under the 2023 Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150.0$250 million at the end of any month is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the 2023 Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs.
The 2023 Revolving Credit Agreement obligates FincoNoble Finance II and its restricted subsidiaries to comply with the following financial maintenance covenants:
as of the last day of each fiscal quarter, the ratio of Adjusted EBITDA to Cash Interest ExpenseCoverage Ratio (as defined in the 2023 Revolving Credit Agreement) is not permitted to be less than (i) 2.002.50 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter;1.00; and
foras of the last day of each fiscal quarter, the ratio of (x) Asset Coverage Aggregate Rig Value (as defined in theConsolidated Total Net Leverage Ratio is not permitted to be greater than 3.00 to 1.00.
The 2023 Revolving Credit Agreement)Agreement contains other affirmative and negative covenants, representations and warranties and events of default that Noble views as customary for a financing of this type. The occurrence of any event of default under the 2023 Credit Agreement would permit all obligations under the 2023 Revolving Credit Facility to (y)be declared due and payable immediately and all commitments thereunder to be terminated.
8.000% Senior Notes due 2030
On April 18, 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued $600 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the subsidiaries of Noble Finance II party thereto (the “Guarantors”), as guarantors, and U.S. Bank Trust Company, National Association, as trustee.
The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors and will be unconditionally guaranteed on the same basis by certain of Noble Finance II’s future subsidiaries that guarantee certain indebtedness of Noble Finance II and the Guarantors, including the 2023 Revolving Credit Facility.
The 2030 Notes will mature on April 15, 2030, and interest on the 2030 Notes is payable semi-annually in arrears on each April 15 and October 15, commencing October 15, 2023, to holders of record on the April 1 and October 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.
At any time prior to April 15, 2026, Noble Finance II may, from time to time, redeem up to 40% of the aggregate principal amount of loans2030 Notes at a redemption price of 108% of the principal amount of the 2030 Notes redeemed, plus accrued and lettersunpaid interest, if any, to, but excluding, the redemption date (subject to the right of credit outstanding underholders of record on the Revolvingrelevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by Noble Finance II, subject to certain requirements. In addition, prior to April 15, 2026, Noble Finance II may redeem the 2030 Notes at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after April 15, 2026, Noble Finance II may redeem all or part
2416

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Credit Facility (the “Asset Coverage Ratio”) as of the last day2030 Notes at fixed redemption prices (expressed as percentages of the principal amount) beginning at 104.00% and decreasing thereafter, plus accrued and unpaid interest, if any, such fiscal quarter is not permitted to, be less than 2.00but excluding, the redemption date.
If a Change of Control Triggering Event (as defined in the indenture governing the 2030 Notes) occurs, each holder of 2030 Notes may require Noble Finance II to 1.00.repurchase all or any part of that holder’s 2030 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2030 Notes repurchased, plus any accrued and unpaid interest thereon, if any, to, but excluding, the date on which the notes are repurchased (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
The Revolving Credit Facility contains affirmative and negativeindenture governing the 2030 Notes contain customary covenants representations and warranties and events of defaultdefault.
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the Company considers customary2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis. As a result of Noble conducting substantially all of its business through Noble Finance II, the financial position and results of operations for facilitiesNoble Finance II are the same as the information presented for Noble in all material respects, with the exception of this type.operating income (loss) and gain (loss) on extinguishment of debt. For the three and six months ended June 30, 2023, Noble Finance II’s operating income (loss) was $16.3 million and $30.8 million higher, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration charges attributable to Noble for operations support and stewardship-related services.
Second Lien Notes Indenture
On the Emergence Effective Date,February 5, 2021, pursuant to athe Backstop Commitment Agreement, dated October 12, 2020, among the Debtors and the backstop parties thereto, Noble Cayman and Finco consummated a rights offering (the “Rights Offering”) of senior secured second lien notes (the “Second Lien Notes”) and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million.
An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which includesincluded the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes were set to mature on February 15, 2028. The Second Lien Notes arewere fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the 2021 Revolving Credit Facility. NeitherNone of Pacific Drilling Company LLC, norMaersk Drilling or any of itstheir respective current subsidiaries iswas a subsidiary guarantor of the Second Lien Notes, and none of their assets secure the Second Lien Notes. In addition, none of the Maersk Drilling assets securesecured the Second Lien Notes.
The Second Lien Notes and such guarantees arewere secured by senior priority liens on the assets subject to liens securing the 2021 Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Emergence Effective DateFebruary 5, 2021 or acquired by Restricted Subsidiaries of the Company thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Such collateral does not include any assets of, or equity interests in, Pacific Drilling or any of its current subsidiaries.
Interest on the Second Lien Notes accrues,accrued, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall paypaid interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For accrual purposes, we have assumed we will makeThe Company accrued interest at the next interest payment in cash and have accrued at a rate of 11%; however, per annum, as the actual interest election will be made no later thanmost recent payment and the record date for such interest payment.
On or after February 15, 2024, Finco may redeem all or partpayment upon the full redemption of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes,were made in whole or in part, at any time and from time to time on or before February 14, 2024 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.cash.
The Second Lien Notes containcontained covenants and events of default that the Company considersconsidered customary for notes of this type.
On April 18, 2023, we redeemed the approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $25.7 million.
DNB Credit Facility and New DNB Credit Facility
Upon closing the Business Combination with Maersk Drilling (the “Closing Date”), Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intra-group charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”).
17

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
On November 22, 2022, Maersk Drilling, as the borrower, the Company, as parent guarantor, certain subsidiaries of Maersk Drilling as guarantors, and the lenders identified therein, with DNB Bank ASA, New York Branch acting as Agent entered into a new Term Facility Agreement (the “New DNB Credit Facility”). On December 22, 2022, the Utilization Date (as defined in the New DNB Credit Facility) occurred under the New DNB Credit Facility, at which time the loans outstanding under the DNB Credit Facility were repaid with the proceeds of the full $350.0 million available under the New DNB Credit Facility.
The term loan under the New DNB Credit Facility required quarterly amortization payments on March 15, June 15, September 15 and December 15 of $2.5 million per quarter in the first year, $7.5 million per quarter in the second year, $12.5 million per quarter in the third year, and a balloon payment payable on the termination of the New DNB Credit Facility in an amount equal to the remaining outstanding principal amount of the loan. The loan under the New DNB Credit Facility accrued interest at an initial rate of Term SOFR (as defined therein) + 3.50% with quarterly step-ups commencing on the first anniversary of the Utilization Date of an additional (i) 0.15% per quarter during months 13 to 24 after the Utilization Date (with total Margin (as defined therein) payable during the fourth quarter of that period being Term SOFR + 4.10%) and (ii) 0.25% per quarter during months 25 to 36 after the Utilization Date (with total Margin payable during the fourth quarter of that period being Term SOFR + 5.10%). The New DNB Credit Facility had the following financial covenants (each as defined in the New DNB Credit Facility): (i)) The Company’s liquidity could not at any time be less than $200.0 million; (ii) Maersk Drilling’s liquidity could not at any time be less than $50 million; (iii) Maersk Drilling’s leverage ratio could not at any time be greater than 4.75:1.00; and (iv) Maersk Drilling’s equity ratio could not at any time be less than 35%. The New DNB Credit Facility also contained affirmative and negative covenants, representations and warranties, and events of default that the Company considered customary for facilities of this type. The New DNB Credit Facility was set to mature in December 2025.
On April 18, 2023, we repaid the $347.5 million of outstanding borrowings under the New DNB Credit Facility using a portion of the proceeds from the offering of the 2030 Notes, and recognized a loss of approximately $0.7 million.
DSF Credit Facility
The Company guaranteed the Term Loan Facility Agreement dated December 10, 2018 by and between Maersk Drilling and Danmarks Skibskredit A/S as lender, agent, and security agent (as amended from time to time, the “DSF Credit Facility”) in connection with the Business Combination with Maersk Drilling that closed on October 3, 2022. The DSF Credit Facility was repaid in full on February 23, 2023 using cash on hand.
Debt Open Market Repurchases
In August 2022, we purchased $1.6 million aggregate principal amount of our Second Lien Notes for approximately $1.8 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $0.2 million. In the fourth quarter of 2022, we purchased $40.7 million aggregate principal amount of our Second Lien Notes for approximately $45.1 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $4.4 million.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The carrying amountfair value of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates fair valueits respective carrying amount as theits interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 11— Fair Value of Financial Instruments.”
2518

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
Successor
September 30, 2022December 31, 2021
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes:
11.000% Second Lien Notes due February 2028$214,368 $236,223 $216,000 $236,792 
Credit facility:
Senior Secured Revolving Credit Facility matures July 2025220,000 220,000 — — 
Total debt434,368 456,223 216,000 236,792 
Less: Current maturities of long-term debt— — — — 
Long-term debt$434,368 $456,223 $216,000 $236,792 
June 30, 2023December 31, 2022
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030$585,389 $608,058 $— $— 
11.000% Senior Notes due February 2028— — 173,695 192,353 
Credit facility
Amended and Restated Senior Secured Revolving Credit Facility matures April 2028— — — — 
Term Loans
New DNB Credit Facility matures December 2025— — 349,360 350,000 
DSF Credit Facility matures December 2023— — 149,715 149,715 
Total debt585,389 608,058 672,770 692,068 
Less: Current maturities of long-term debt— — 159,715 — 
Long-term debt$585,389 $608,058 $513,055 $692,068 
Note 7— Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the three and six months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 2021,2023 and the period from January 1 through February 5, 2021.2022. All amounts within the table are shown net of tax.
Defined Benefit Pension Items (1)
Foreign Currency ItemsTotal
Balance at 12/31/2020 (Predecessor)$(39,737)$(18,275)$(58,012)
Activity during period:
Other comprehensive loss before reclassifications— (116)(116)
Amounts reclassified from AOCI224 — 224 
Net other comprehensive income (loss)224 (116)108 
Cancellation of Predecessor equity39,513 18,391 57,904 
Balance at 2/5/2021 (Predecessor)$— $— $— 
Balance at 2/6/2021 (Successor)$— $— $— 
Activity during period:
Other comprehensive income before reclassifications— — — 
Amounts reclassified from AOCI— — — 
Net other comprehensive income— — — 
Balance at 3/31/2021 (Successor)$— $— $— 
Activity during period:
Other comprehensive income before reclassifications168 — 168 
Amounts reclassified from AOCI— — — 
Net other comprehensive income168 — 168 
Balance at 6/30/2021 (Successor)$168 $— $168 
Activity during period:
Other comprehensive loss before reclassifications(435)— (435)
Amounts reclassified from AOCI— — — 
Net other comprehensive loss(435)— (435)
Balance at 9/30/2021 (Successor)$(267)$— $(267)
Balance at 12/31/2021 (Successor)$5,389 $— $5,389 
Activity during period:
Defined Benefit Pension Items (1)
Balance at December 31, 2022$3,647 
Activity during period:
Other comprehensive income before reclassifications(2,186)
Amounts reclassified from AOCI— 
Net other comprehensive income (loss)(2,186)
Balance at March 31, 20231,461 
Activity during period:
Other comprehensive loss before reclassifications41 
Amounts reclassified from AOCI— 
Net other comprehensive loss41 
Balance at June 30, 2023$1,502 
2619

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Defined Benefit Pension Items (1)
Foreign Currency ItemsTotal
Other comprehensive loss before reclassifications(424)— (424)
Amounts reclassified from AOCI— — — 
Net other comprehensive loss(424)— (424)
Balance at 3/31/2022 (Successor)$4,965 $— $4,965 
Activity during period:
Other comprehensive loss before reclassifications(1,163)— (1,163)
Amounts reclassified from AOCI— — — 
Net other comprehensive loss(1,163)— (1,163)
Balance at 6/30/2022 (Successor)$3,802 $— $3,802 
Activity during period:
Other comprehensive loss before reclassifications(1,230)— (1,230)
Amounts reclassified from AOCI— — — 
Net other comprehensive loss(1,230)— (1,230)
Balance at 9/30/2022 (Successor)$2,572 $— $2,572 
Defined Benefit Pension Items (1)
Balance at December 31, 2021$5,389 
Activity during period:
Other comprehensive income before reclassifications(424)
Amounts reclassified from AOCI— 
Net other comprehensive income (loss)(424)
Balance at March 31, 20224,965 
Activity during period:
Other comprehensive loss before reclassifications(1,163)
Amounts reclassified from AOCI— 
Net other comprehensive loss(1,163)
Balance at June 30, 2022$3,802 
(1)Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information.
Note 8— Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling revenue by rig types:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Floaters$493,983 $202,690 $970,216 343,903 
Jackups112,197 59,773 211,254 113,595 
Total$606,180 $262,463 $1,181,470 $457,498 
Contract Balances
Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual terms.billing schedules. Payment terms on invoiced amounts are typically 30 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets.
The following table provides information about Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11 and the Business Combination with Maersk Drilling and are included in “Intangible assets” and “Noncurrent contract liabilities, from contracts with customers:
Successor
September 30, 2022December 31, 2021
Current contract assets$7,407 $5,744 
Noncurrent contract assets522 — 
Total contract assets7,929 5,744 
Current contract liabilities (deferred revenue)(27,997)(18,403)
Noncurrent contract liabilities (deferred revenue)(13,303)(9,352)
Total contract liabilities$(41,300)$(27,755)
” respectively.
2720

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The following table provides information about contract assets and contract liabilities from contracts with customers:
June 30, 2023December 31, 2022
Current customer contract assets$9,051 $11,169 
Noncurrent customer contract assets289 368 
Total customer contract assets9,340 11,537 
Current deferred revenue(26,163)(40,214)
Noncurrent deferred revenue(14,727)(19,583)
Total deferred revenue$(40,891)$(59,797)
Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the ninesix months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 20212023 and the period from January 1 through February 5, 20212022 are as follows:
Contract AssetsContract LiabilitiesContract AssetsContract Liabilities
Net balance at 12/31/2020 (Predecessor)$13,861 $(59,886)
Amortization of deferred costs(1,607)— 
Additions to deferred costs432 — 
Amortization of deferred revenue— 4,142 
Additions to deferred revenue— (25,479)
Fresh start accounting revaluation(12,686)72,936 
Total(13,861)51,599 
Net balance at 2/5/2021 (Predecessor)$— $(8,287)
Net balance at 2/6/2021 (Successor)$— $(8,287)
Net balance at December 31, 2022Net balance at December 31, 2022$11,537 $(59,797)
Amortization of deferred costsAmortization of deferred costs(1,293)— Amortization of deferred costs(14,206)— 
Additions to deferred costsAdditions to deferred costs5,436 — Additions to deferred costs12,009 — 
Amortization of deferred revenueAmortization of deferred revenue— 5,962 Amortization of deferred revenue— 38,481 
Additions to deferred revenueAdditions to deferred revenue— (15,166)Additions to deferred revenue— (19,575)
TotalTotal4,143 (9,204)Total(2,197)18,906 
Net balance at 9/30/2021 (Successor)$4,143 $(17,491)
Net balance at June 30, 2023Net balance at June 30, 2023$9,340 $(40,891)
Net balance at 12/31/2021 (Successor)$5,744 $(27,755)
Net balance at December 31, 2021Net balance at December 31, 2021$5,744 $(27,755)
Amortization of deferred costsAmortization of deferred costs(17,793)— Amortization of deferred costs(13,870)— 
Additions to deferred costsAdditions to deferred costs28,561 — Additions to deferred costs21,323 — 
Amortization of deferred revenueAmortization of deferred revenue— 37,942 Amortization of deferred revenue— 29,462 
Additions to deferred revenueAdditions to deferred revenue— (71,489)Additions to deferred revenue— (46,507)
Reclassification to held for sale(8,584)20,002 
TotalTotal2,184 (13,545)Total7,453 (17,045)
Net balance at 9/30/2022 (Successor)$7,929 $(41,300)
Net balance at June 30, 2022Net balance at June 30, 2022$13,197 $(44,800)
Customer Contract Intangible AssetsCosts
Upon emergence from the Chapter 11 Cases, the Company recognizedCertain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a fair value adjustment of $113.4 million relatedcontract and are recoverable. These recoverable costs are deferred and amortized ratably to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling expense as services revenue fromare rendered over the Emergence Effective Date through the remainderinitial term of the related drilling contract. Certain of our contracts approximately 18 months and 32 months, respectively. As of September 30, 2022, the net carrying amount was $25.3 million, $113.4 million gross less $88.1 million accumulated amortization. The expected remaining amortization is as follows: $7.0 million for the three-month period ending December 31, 2022 and $18.3 million for the year ending December 31, 2023. We assess the recoverability of the unamortized balance when indicators of impairment are present. Should the review indicate that the carrying value is not fully recoverable, the portion not fully recoverable would be recognized as an impairment loss.include capital rig enhancements used to satisfy our performance obligations.
2821

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Future Amortization of Deferred Revenue
The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of SeptemberJune 30, 2022:    2023:
For the Years Ended December 31,For the Years Ended December 31,
20222023202420252026 and beyondTotal20232024202520262027 and beyondTotal
FloatersFloaters$10,420 $21,195 $5,146 $4,382 $— $41,143 Floaters$19,341 $8,268 $6,846 $— $— $34,455 
JackupsJackups157 — — — — 157 Jackups1,164 2,228 2,205 622 — 6,219 
OtherOther217 — — — — 217 
TotalTotal$10,577 $21,195 $5,146 $4,382 $— $41,300 Total$20,722 $10,496 $9,051 $622 $— $40,891 
The revenue included above substantially consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at SeptemberJune 30, 2022.2023. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services.
Disaggregation
Off-market Customer Contract Assets and Liabilities
Upon emergence from the Chapter 11 Cases and in connection with the Business Combination with Maersk Drilling, the Company recognized fair value adjustments of Revenue
The following table provides information about$113.4 million and $23.0 million, respectively, related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue by rig types:from February 5, 2021 and the Closing Date, respectively, through the remainder of the contracts.

In connection with the Business Combination with Maersk Drilling, the Company recognized a fair value adjustment of $237.7 million related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date through the remainder of the contracts.
SuccessorPredecessor
Period FromPeriod From
Nine Months EndedFebruary 6, 2021January 1, 2021
Three Months Ended September 30,throughthrough
20222021September 30, 2022September 30, 2021February 5, 2021
Floaters$217,923 $158,313 $561,826 $349,634 $50,057 
Jackups71,571 72,841 185,166 166,046 23,994 
Total$289,494 $231,154 $746,992 $515,680 $74,051 
Unfavorable contractsFavorable
contracts
Balance at December 31, 2022$(181,883)$34,372 
Additions— — 
Amortization102,091 (17,354)
Balance at June 30, 2023$(79,792)$17,018 
Balance at December 31, 2021$— $61,849 
Additions— — 
Amortization— (28,355)
Balance at June 30, 2022$— $33,494 
Estimated future amortization over the expected remaining contract periods:
For the Years Ended December 31,
202320242025Total
Unfavorable contracts$31,145 $40,439 $8,208 $79,792 
Favorable contracts$(6,394)$(10,624)$— $(17,018)
Total$24,751 $29,815 $8,208 $62,774 
2922

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 9— Income Taxes
At SeptemberJune 30, 2022,2023, the Company had deferred tax assets of $61.8$181.6 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $7.6$9.8 million, inclusive of a valuation allowance of $3.0$19.2 million.
During the three months ended SeptemberJune 30, 2022,2023, the Company recognized additional discrete deferred tax benefits of $5.4$50.7 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland and Luxembourg.
During the six months ended June 30, 2023, the Company recognized additional discrete deferred tax benefits of $84.6 million, $3.9 million and $4.5$7.2 million in Guyana, Norway and Luxembourg,Switzerland, respectively.
In deriving the $5.4 million and $4.5 million inabove net deferred tax benefits, being recognized in Guyana and Luxembourg, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the currentrelevant rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. Further, we do not believe taxable temporary differences will reverse within the period covered by the Company’s relevant existing drilling contracts to warrant an additional source of income for recognizing the Company’s deferred tax assets in Guyana. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
At SeptemberJune 30, 2022,2023, the reserves for uncertain tax positions totaled $78.3$196.9 million (net of related tax benefits of $0.1 million). At December 31, 2021,2022, the reserves for uncertain tax positions totaled $75.0$175.9 million (net of related tax benefits of $0.3 million).
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation.
During the ninethree months ended SeptemberJune 30, 2022, our tax provision included net tax benefits of $13.6 million related to a release of valuation allowance for Guyana deferred tax benefits, a tax benefit of $11 million related to a release of valuation allowance for Luxembourg deferred tax benefits, $1.1 million related to adjustments to Swiss deferred tax benefits, and $1.3 million related primarily to deferred tax adjustments. Such tax benefits were offset by tax expenses related to various recurring items comprised of Guyana excess withholding tax on gross revenue of $24 million and quarterly tax expense of $14.8 million mostly in Luxembourg and Switzerland.
During the period from February 6 through September 30, 2021,2023, our tax provision included tax benefits of $24.2$50.7 million related to USreleases and non-US reserve releases, $12.6adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland and Luxembourg, and a tax benefit of $6.8 million related to a USGhana uncertain tax refund, and $1.2 million related primarily to deferred tax adjustments.position release. Such tax benefits were partiallyare offset by tax expenses related to a Mexico uncertain tax position of $12.6$9.8 million, contract fair value amortization of $4.7 million and various recurring quarterly accruals of $42.2 million primarily in Guyana, Australia and Luxembourg.
During the six months ended June 30, 2023, our tax provision included tax benefits of $95.8 million related to various recurring itemsreleases of valuation allowance for deferred tax benefits in Guyana, Norway and $18.6 million related to non-US tax reserves.
During the period from January 1 through February 5, 2021, our income tax provision includedSwitzerland, a tax benefit of $1.7$6.8 million related to a non-US reserve release andGhana uncertain tax position release. Such tax benefits are offset by tax expense of $2.5 millions related to fresh starta Mexico uncertain tax position of $9.8 million, contract fair value amortization of $8.9 million and reorganizationvarious recurring quarterly accruals of $67.4 million primarily in Guyana, Australia and Luxembourg.
In Denmark, prior to the Merger, Maersk Drilling was subject to a mandatory joint taxation scheme with all other Danish entities under the common control of A.P. Møller Holding A/S. To the extent Maersk Drilling incurred tax losses in Denmark until the Merger, such losses may be utilized by other jointly taxed entities. Noble may be compensated through a joint taxation contribution when such losses are utilized. In the event that A.P. Møller Holding A/S or any jointly taxed entity is subject to audits for years and periods prior to and until the Merger and such audits result in adjustments to relevant tax returns, adjustments to the prior year joint tax contributions may be required. This could result in additional compensation to Noble or refunds payable by Noble to A.P. Møller Holding A/S or to any previous joint taxation group administration company of previously received joint taxation contributions. Since the Merger and other recurring tax expensesthrough June 30, 2023, Noble has not recognized adjustments under this arrangement related to the period beginning with the Merger.
The Finance (No 2) Act 2023, which includes the UK’s introduction of approximately $2.6 million.Pillar 2, received Royal Assent on July 11, 2023. We are continuing to evaluate the impact of this legislation, but we do not currently believe the implications should have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.
3023

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 10— Employee Benefit Plans
Pension costs (gain) include the following components for the three months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 2021,2023 and the period from January 1 through February 5, 2021:2022:
Successor
Three Months Ended September 30,
20222021
Non-USUSNon-USUS
Interest cost$272 $1,688 $344 $1,634 
Return on plan assets(316)(3,145)(229)(3,177)
Recognized net actuarial loss— (5)— — 
Net pension benefit cost (gain)$(44)$(1,462)$115 $(1,543)
SuccessorPredecessor
Nine Months Ended September 30, 2022Period From February 6, 2021 through September 30, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended June 30,
Non-USUSNon-USUSNon-USUS20232022
Non-USUSNon-USUS
Interest costInterest cost$893 $5,064 $926 $4,358 $99 $621 Interest cost$575 $2,248 $298 $1,688 
Return on plan assetsReturn on plan assets(1,039)(9,435)(616)(8,471)(69)(1,250)Return on plan assets(491)(2,396)(347)(3,145)
Recognized net actuarial (gain) lossRecognized net actuarial (gain) loss63 (57)— (5)
Net pension benefit cost (gain)Net pension benefit cost (gain)$147 $(205)$(49)$(1,462)
Recognized net actuarial loss— (15)— — 282 
Six Months Ended June 30,
20232022
Non-USUSNon-USUS
Interest costInterest cost$1,124 $4,496 621 3,376 
Return on plan assetsReturn on plan assets(959)(4,790)(723)(6,290)
Recognized net actuarial (gain) lossRecognized net actuarial (gain) loss122 (115)— (10)
Net pension benefit cost (gain)Net pension benefit cost (gain)$(146)$(4,386)$310 $(4,113)$31 $(347)Net pension benefit cost (gain)$287 $(409)$(102)$(2,924)
During the ninethree and six months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 2021,2023 and the period from January 1 through February 5, 2021,2022, we made no contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized no service costs with the plans for three and six months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 2021,2023 and the period from January 1 through February 5, 2021.
The Noble Cayman Board approved the termination of the 401(k) Restoration Plan in early 2022, following which Noble distributed all benefits of the plan during the second quarter of 2022.
Note 11— Fair Value of Financial Instruments
The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis:
June 30, 2023
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$1,052 $— $1,052 $— 
Liabilities
Foreign currency forward contracts$659 $— $659 $— 
24

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
December 31, 2022
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts$2,422 $— $2,422 $— 
Liabilities
Foreign currency forward contracts$1,124 $— $1,124 $— 
Our cash, cash equivalents and restricted cash, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value. Marketable securities which were held at March 31, 2022 were liquidated
Note 12— Derivative Instruments
Although we are a UK company, we define foreign currency as any non-US dollar denominated currency. Our functional currency is the US Dollar. We are exposed to risks on future cash flows to the extent that expenses denominated in a foreign currency are not equal to revenues denominated in the same foreign currency. The Company uses foreign currency forward contracts to manage our net exposure to fluctuations in currency exchange rates. Currencies of the Company’s derivative instruments include DKK, the Australian dollar (“AUD”) and the British pound sterling (“GBP”). Currency derivatives are mainly realized within one year. We did not enter into any derivative contracts during the three and six months ended June 30, 2022. See “Note 6— Debt”
We have exposure related to changes in interest rates on borrowings under the 2023 Revolving Credit Facility and may be subject to similar exposure on future borrowing arrangements. We were subject to changes in interest rates on borrowings under the DSF Facility and the New DNB Credit Facility prior to repayment of these instruments. The Company may use interest rate swap contracts to manage our exposure to fluctuations in interest rates. The Company did not enter into any interest rate swap contracts during the six months ended June 30, 2023 or 2022.
Derivative financial instruments are recognized on the trading date and measured at fair value using generally accepted valuation techniques based on relevant observable inputs. The Company does not enter into derivative transactions for information regardingspeculative purposes and for accounting purposes we have not elected to apply hedge accounting for these transactions. Realized gains and losses as well as changes in the fair values of derivative financial instruments are recognized in the income statement in “Interest income and other, net.”
The following table summarizes notional value of currency derivative contracts as of June 30, 2023:
June 30, 2023
Foreign CurrencyUSD Equivalent
DKK to USD194,42427,759
AUD to USD22,49415,432
GBP to USD4,3275,287
The following gains (losses) from derivative instruments were recognized on our debt.Condensed Consolidated Statements of Operations:
Derivative InstrumentDescriptionThree Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
Foreign currency forward contractsRealized gain (loss)581 464 
Foreign currency forward contractsUnrealized gain (loss)(918)(905)
25

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 12—13— Commitments and Contingencies
Tax matters
Audit claims of approximately $613.3$587.6 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are attributable to Noble entities in Mexico related to tax years 2007 and 2009, in Australia related to tax years 2013 to 2016, in Guyana related to tax years 2018 to 2020, in2021, Saudi Arabia related to tax years 2015 to 2019, and in Nigeria related to tax years 2010 to 2019.2019, Ghana related to tax years 2011 to 2017 and Egypt related to tax years 2012 to 2016. We intend to vigorously defend our reported positions and currently believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements. This remains under continued monitoring and evaluation on a quarterly basis as facts change and as audits and/or litigation continue to progress.
We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe
31

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
have a greater than 50 percent50% likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Hurricane Ida Personal Injury Claims
In preparation for Hurricane Ida in the US Gulf of Mexico in August 2021, the Noble Globetrotter II successfully secured the well it was drilling and detached from the blowout preventer without incident. Due to the environmental conditions, a number of crew members were treated for injuries and released from medical care. We have had multiple parties, some of which are subject to a third-party contractual indemnity to our benefit, who have filed answers to the Limitation of Liability Action in the United States District Court Western District of Louisiana, seeking damages related to physical and emotional harm allegedly suffered as a result of the Hurricane Ida incident. We are in the early stages of litigation. Wediscovery phase and we intend to defend ourselves vigorously against these claims, although there is inherent risk in litigation, and we cannot predict or provide assurance as to the ultimate outcome of this lawsuit. As claims progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material. We have insurance for such claims with a deductible of $5.0 million, in addition to contractual indemnity owed to us for a portion of the third-party claims. See “Note 5— PropertyTiming differences are likely to exist between any losses incurred and Equipment” forthe recognition and receipt of insurance proceeds reflected in the Company’s financial statements. Costs, as well as insurance recoveries, are presented in “Hurricane losses and (recoveries), net” on the Condensed Consolidated Statement of Operations.
Letters of credit and surety bonds
As of June 30, 2023, we had $19.1 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional information regarding$76.5 million in letters of credit and surety bonds issued under bilateral arrangements which guarantee our performance as it relates to our drilling contracts, contract bidding, tax appeals, customs duties, and other obligations in various jurisdictions. We expect to comply with the incident.underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called.
Other contingencies
We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements generally provide for certain compensation and other benefits if the employee is terminated without cause or if the employee resigns for good reason (within the meaning set forth in the agreements). In addition, certain of these agreements contain provisions that are triggered upon a change of control of Noble (within the meaning set forth in the agreements) and a termination of employment without cause or if the employee resigns for good reason in connection with a change of control. The agreements initially have three year terms and automatically extend, unless either party provides notice not to extend, and provide for certain compensation and other benefits depending on the circumstances.
We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including other personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.
26

NOBLE CORPORATION plc AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 13—14— Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Both of Noble’s and Finco’s restricted cash balancesbalance as of SeptemberJune 30, 20222023 and December 31, 2021 were $4.62022 was $6.6 million and $2.6$9.5 million, respectively. All restricted cash is recorded in “Prepaid expenses and other current assets.”
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Noble
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Accounts receivable$(73,756)$(20,980)$(41,344)
Other current assets5,763 671 17,884 
Other assets(3,585)(11,891)8,521 
Accounts payable16,484 3,570 (16,819)
Other current liabilities(4,999)12,888 11,428 
Other liabilities34,240 5,569 (5,846)
Total net change in assets and liabilities$(25,853)$(10,173)$(26,176)
32

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Finco
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021
Six Months Ended June 30,
20232022
Accounts receivableAccounts receivable$(73,756)$(20,980)$(41,344)Accounts receivable$(47,998)$(58,361)
Other current assetsOther current assets5,497 460 19,398 Other current assets(35,641)2,239 
Other assetsOther assets(3,550)(11,874)8,512 Other assets4,287 (3,971)
Accounts payableAccounts payable9,771 6,584 (14,061)Accounts payable18,754 19,221 
Other current liabilitiesOther current liabilities(5,412)12,751 11,623 Other current liabilities(13,450)(17,281)
Other liabilitiesOther liabilities34,468 5,395 (5,936)Other liabilities18,528 25,823 
Total net change in assets and liabilitiesTotal net change in assets and liabilities$(32,982)$(7,664)$(21,808)Total net change in assets and liabilities$(55,520)$(32,330)
Non-cash investing and financing activities
Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of SeptemberJune 30, 20222023 and December 31, 20212022 were $44.1$71.3 million and $36.5$70.0 million, respectively.
Additions
Note 15— Subsequent Events
On July 11, 2023, Noble announced that its board of directors approved a declaration of a quarterly cash interim dividend on its Ordinary Shares of $0.30 per share. This dividend is to propertybe payable on September 14, 2023, to shareholders of record at close of business on August 17, 2023. On July 26, 2023, Noble received an exercise notice for approximately 2.4 million Tranche 1 Warrants and equipment, at cost forapproximately 2.5 million Tranche 2 Warrants which we had accrued a corresponding liability in accounts payablehave not yet settled as of September 30, 2021, February 5, 2021the filing date of this Quarterly Report and December 31, 2020 were $30.4is expected to result in the issuance of approximately 4.1 million $31.0 million and $35.3 million, respectively.
On the Emergence Effective Date, an aggregate principal amount of $216.0 million of Second Lien Notes was issued, which includes the aggregate subscription price of $200.0 million, plus a backstop fee of $16.0 million which was paid in kind.
On April 15, 2021, Noble Cayman completed the Pacific Drilling Merger, issuing 16.6 million Noble Cayman Shares valued at $357.7 million, in exchange for $420.0 million net assets acquired. See “Note 2— Acquisitions and Divestitures” for additional information.Ordinary Shares.
33

NOBLE CORPORATION plc (formerly known as Noble Finco Limited) AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Note 14— Subsequent Events
Business Combination
On the Closing Date, pursuant to the Business Combination Agreement, Noble completed the Offer and because Noble acquired more than 90% of the issued and outstanding Maersk Drilling Shares, Noble will redeem all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either Ordinary Shares or cash (or, for those holders that do not make an election, only cash), under Danish law by way of the Compulsory Purchase. Upon completion of the Compulsory Purchase, Maersk Drilling will become a wholly owned subsidiary of Noble. See “Note 2— Acquisitions and Divestitures” for additional information on the Business Combination.
Rig Transaction
On October 5, 2022, Noble and Shelf Drilling completed the Rig Transaction as part of the Business Combination. In connection with the Rig Transaction, and pursuant to the terms and conditions set forth in the Asset Purchase Agreement, the Divestment Business was transferred by Noble to Shelf Drilling for a purchase price of $375 million in cash, which was paid by Shelf Drilling to Noble at the Completion. See “Note 2— Acquisitions and Divestitures” for additional information on the Rig Transaction.
Guarantees
On the Closing Date, the following guarantees (the “Guarantees”) by Noble became effective: (i) a Guarantee related to a Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intra-group charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”), pursuant to which Noble guarantees all of the obligations of Maersk Drilling and its subsidiaries party thereto in relation to the DNB Credit Facility and related financing documents and (ii) a Guarantee related to a Term Loan Facility dated December 10, 2018 by and among Maersk Drilling and Danmarks Skibskredit A/S as agent, (as amended from time to time, the “DSF Credit Facility” and together with the DNB Credit Facility, the “Credit Facilities”), pursuant to which Noble guarantees all of the obligations of Maersk Drilling and its subsidiaries party thereto in relation to the DSF Credit Facility and related financing documents. As of September 30, 2022, the DNB Credit Facility had $400.0 million aggregate revolving commitments, of which $400.0 million were available, and approximately $460.0 million of outstanding term loans, and the DSF Credit Facility had approximately $266.0 million of outstanding term loans.
The Credit Facilities mature in December 2023. The term loans under the DNB Credit Facility require amortization payments, in accordance with a schedule set forth therein, on the last day of each fiscal quarter as well as a final payment on the date of the termination of the DNB Credit Facility. The revolving loans under the DNB Credit Facility must be repaid on the last day of the applicable interest period for such loans (1, 3 or 6 months). The loans under the DNB Credit Facility are required to be repaid quarterly on March 15, June 15, September 15 and December 15 in equal installments in the amount of $6.0 million and a balloon payment payable on the termination of the DSF Credit Facility in an amount equal to the remaining outstanding principal amount of the loans. The facility A term loans under the DNB Credit Facility accrue interest at a rate of LIBOR + 2% - 3% based on the current leverage ratio of Maersk Drilling (which shall increase by 1% from the period 12 months prior to the maturity date until 9 months prior to the maturity date, at which time it shall increase another 0.5% until the date that is 6 months prior to maturity date, at which time it shall increase another 0.5% until the maturity date), the facility B term loans accrue interest at a rate of 2.02% and the revolving loans accrue interest at a rate of LIBOR + 1.7% - 2.7% based on the current leverage ratio of Maersk Drilling (which shall increase by 1% from the period 12 months prior to the maturity date until 9 months prior to the maturity date, at which time it shall increase another 0.5% until the date that is 6 months prior to maturity date, at which time it shall increase another 0.5% until the maturity date). The loans under the DSF Credit Facility accrue interest at a rate of LIBOR + 1.8% - 2.9% based on the current leverage ratio of Maersk Drilling. Under each of the Credit Facilities, Maersk Drilling is subject to the following financial covenants, (i) Maersk Drilling’s leverage ratio shall not at any time be greater than 4.75:1.00, (ii) Maersk Drilling’s liquidity shall not at any time be less than $200.0 million and (iii) Maersk Drilling’s Minimum Equity Ratio (as defined in each Credit Facility) shall not at any time be less than 35%. Under each of the Credit Facilities, a mandatory prepayment (or commitment reduction in the case of the revolving loans) is required with respect to the total loss, sale or arrest of the related collateral vessels. Each Credit Facility contains covenants and terms in which the violation of such, along with the lapse of any relevant cure period, results in an event of default that Noble considers customary for credit facilities of these types. If an event of default occurs and is continuing, the agent under such Credit Facility may cancel the loan commitments and declare that all or part of the outstanding loans are immediately due and payable.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is intended to assist you in understanding our financial position at SeptemberJune 30, 2022,2023, and our results of operations for the three and ninesix months ended SeptemberJune 30, 2022 the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021.2022. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q, the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, filed by both Noble Corporation an exemptedplc, a public limited company incorporated inunder the Cayman Islands with limited liabilitylaws of England and Wales (“Noble Cayman”Noble”), and Noble Finance Company (formerly known as Noble Corporation), an exempted company incorporated in the Cayman Islands with limited liability (“Finco”), and our other filings with the US Securities and Exchange Commission (“SEC”).
On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Finco, filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement. On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Emergence Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble Cayman as an indirect wholly owned subsidiary of Legacy Noble and transferred to Noble Cayman substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Emergence Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble Cayman became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down.
On September 30, 2022 (the “Merger Effective Date”), pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Corporation, plc (formerly known as an exempted company incorporated in the Cayman Islands with limited liability (“Noble Finco Limited), a public limited company formed under the laws of England and Wales (“Noble” or “Successor”Cayman”), Noble Cayman, Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries.
On October 3, 2022, (the “Closing Date”), pursuant to the Business Combination Agreement, Noble completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and because Noble acquired more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble will redeemredeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either A ordinary shares, par value $0.00001 per share, of Noble (“Ordinary Shares”) or cash (or, for those holders that dodid not make an election, only cash), under Danish law by way of a compulsory purchase (the “Compulsory Purchase”)., which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling will becomebecame a wholly owned subsidiary of Noble.
The Merger was accounted for as a business combination in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, where Noble is the accounting acquirer. See “Note 2—4— Acquisitions and Divestitures” toin our condensed consolidated financial statementsAnnual Report on Form 10-K for the year ended December 31, 2022 for additional information on the Business Combination.
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As a result of the emergence from the Chapter 11 Cases, Noble Cayman became the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Merger, Noble became the successor issuer to Noble Cayman for purposes of and pursuant to Rule 12g-3(a) of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us”“us,” “our” and “our”words of similar meaning refer collectively to (i) Legacy Noble and its consolidated subsidiaries prior to the Emergence Effective Date, (ii) Noble Cayman and its consolidated subsidiaries on and after the Emergence Effective Date and prior to the Merger Effective Date, and (iii) Noble and its consolidated subsidiaries (including Noble Cayman) on and after the Merger Effective Date, as applicable.
Finco was an indirect, wholly owned subsidiary of Legacy Noble prior to the Emergence Effective Date and a direct, wholly owned subsidiary of Noble Cayman on and after the Emergence Effective Date and prior to the Merger Effective Date, and has been an indirect, wholly owned subsidiary of Noble on and after the Merger Effective Date. As of September 30, 2022, Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The condensed consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries as of September 30, 2022. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires.subsidiaries.
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Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.Act, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, are forward looking statements, including those regarding expected financial performance, revenues, expected utilization and fleet status, stacking of rigs, effects of new rigs on the impactmarket revenues, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, termination and extensions, contract backlog, the availability, delivery, mobilization, stacking or reactivation, contract commencement, relocation or other movement of our emergence from bankruptcy on our businessrigs and relationships, the global novel strain of coronavirus (“COVID-19”) pandemictiming thereof, contract claims, capital expenditures, insurance maintenance and agreements regardingrenewals, access to financing, rig demand, peak oil, the offshore drilling market, oil prices, production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (together with OPEC, “OPEC+”), and any expectations we may have with respect thereto, and those regarding rig demand, peak oil, the offshore drilling market, oil prices, contract backlog, fleet status, our future financial position, business strategy, impairments, repayment of debt, credit ratings, liquidity, borrowings under any credit facilities or other instruments, sources of funds, cost inflation, future capital expenditures, contract commitments, dayrates, contract commencements, extensionplanned acquisitions or renewals, contract tenders, the outcomedivestitures of any dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, reactivation, refurbishment, conversion and upgrade of rigs, rig acquisitions and dispositions, industry conditions, access to financing, impact of competition,assets, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, share repurchases, progress, plans and goals related to environmental, social and governance matters; the outcome of tax disputes; assessments and settlements; and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements results of joint ventures, general economic, market, including inflation and recessions, trends and outlook; general political conditions, including political tensions, conflicts and war, timing, benefits or results of acquisitions or dispositions (including the Business Combination and the Rig Transaction (as defined herein) and our plans, objectives, expectations and intentions related to the Business Combination), and timing for compliance with any new regulations, areregulations. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will” and similar expressions are intended to be among the 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 Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors, includingRisks and uncertainties include, but are not limited to: a decline in the price of oil or gas, reduced demand for oil and gas products and increased regulation of drilling and production, price competition and cyclicality in the offshore drilling industry, offshore rig supply, dayrates and demand for rigs, contract duration, renewal, terminations and repricing, national oil companies and governmental clients, contract backlog, customer concentration, operational hazards and risks, labor force unionization, labor interruptions and labor regulations, public health issues, including epidemics or pandemics such as the COVID-19 pandemic, joint ventures as well as investments in associates, international operations and related mobilization and de-mobilization of rigs, operational interruptions, delays, maintenance and resulting reduced payment of dayrates, maintenance and renewal of insurance, protection of sensitive information, operational technology systems and critical data, upgrades, refurbishment and repair of rigs and any related delays and cost overruns, the ability to risksattract and uncertainties relatingretain skilled personnel or the increased cost in doing so, supplier capacity constraints or shortages in parts or equipment, supplier production disruptions, supplier quality and sourcing issues or price increases, future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions, acts of terrorism, piracy and political and social unrest, hurricanes and related windstorm damage, responding to energy rebalancing, non-performance of suppliers or third-party subcontractors, the Business Combination and related integration, the Rig Transaction (including the risk that the Business Combination disrupts Noble’s current plans, potential difficultiesmaintenance of effective internal controls, impairments on property and equipment, including rigs and related capital spares, operating, financial restrictions and maintenance of covenants in employee retention as a result of the Business Combination, the outcome of any legal proceedings that may be instituted against Noble related to the Business Combination Agreementour debt financing, tax disputes or the Business Combination, volatility in the price of the securities of Noble due to a variety of factors, including changes in the competitive markets in which Noble plans to operate, variations in performance across competitors, changes intax challenges, compliance with Governmental laws and regulations affecting Noble’s business and changes in the combined capital structure, the ability to implement business plans, forecasts, and other expectations (including with respect to synergies and financial and operational metrics, such as EBITDA and free cash flow) in connection with the Business Combination, the ability to identify and realize additional opportunities, the failure to realize anticipated benefits of the Business Combination, the potential impact of the Business Combination on relationships with third parties, and risks associated with assumptions that parties make in connection with the parties’ critical accounting estimates and other judgments), the effects of public health threats, pandemics and epidemics, such as the ongoing outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations (including but not limited to our growth, operating costs, supply chain, availability of labor, logistical capabilities, customer demand for our services and industry demand generally, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally), the effects of actions by or disputes among OPEC+ members with respect to production levels or other mattersincluding those related to the price of oil, market conditions, cost inflation, factors affecting the level of activity in the oilanti-bribery or anti-corruption, environmental protection and gas industry, the conflict in Ukraine, supplyhealth and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazardssafety and delays, risks associated with operations outside the United States (“US”), actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lendersdisputes and other third parties, legislation and regulations affecting drilling operations, compliance with or changes in environmental, health, safety, tax and other regulations or requirements or initiatives (including those addressing the impact of global climate change or air emissions), violations of anti-corruption laws, shipyard risk and timing, delays in mobilization of rigs, hurricanes and other weather conditions, and the future price of oil and gas,litigation that could cause actual plans or results to differ materially from those included in any forward-looking statements. Actual results could differ materially from those expressed as a result of various factors.factors and could, among other impacts, impact our ability to repurchase shares and declare and pay dividends such that we suspend our share repurchase program and reduce, suspend, or totally eliminate dividend payments in the future. These factors include those “Risk Factors” referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2021, in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q2022 and in our other filings with the SEC. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the board of directors, and may be modified as market conditions dictate.
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Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at our website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases and public conference calls. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Noble may also use social media channels including, but not limited to, Noble's accounts on LinkedIn, Facebook, Instagram and Twitter, to communicate with investors and the public about its business, services and other matters, and those communications could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website or our social media channels are not incorporated by reference herein.
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Executive Overview
Noble is a leading offshore drilling contractor for the oil and gas industry. As of the filing date of this Quarterly Report on Form 10-Q, Noble performs, through its subsidiaries, contract drilling services with a fleet of 32 mobile offshore drilling units,rigs, consisting of 19 floaters and 13 jackups focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
Recent Events
Business CombinationDividends.. On July 11, 2023, Noble announced that its board of directors approved a declaration of a quarterly cash interim dividend on its Ordinary Shares of $0.30 per share. This dividend is to be payable on September 14, 2023, to shareholders of record at close of business on August 17, 2023. Going forward, the Merger Effective Date, pursuantCompany intends to the Business Combination Agreement,pay dividends on a quarterly basis, and this initial dividend represents $1.20 on an annualized basis. However, any future dividend is subject to declaration by our board of directors based on our earnings, capital requirements, financial condition, and other factors considered relevant by our board of directors.
Debt Refinancing.On April 18, 2023, Noble Cayman merged with and into Merger Sub, with Merger Sub surviving the Merger asFinance II, LLC (“Noble Finance II”), a wholly owned subsidiary of Noble, and (i) each ordinary share, par value $0.00001 per share,issued $600 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (“2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the subsidiaries of Noble Cayman (“Noble Cayman Shares”Finance II party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The net proceeds from the offering of 2030 Notes were primarily used to (i) repay the approximately $347.5 million of outstanding borrowings under the New DNB Credit Facility, (ii) to redeem (the “Redemption”) issuedthe approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes, and outstanding prior(iii) to pay any premiums, fees and expenses related to the effective timeRedemption and the issuance of the Merger (the “Merger Effective Time”) was converted into one newly2030 Notes.
The indenture governing the 2030 Notes contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and validly issued, fully paid and non-assessable Ordinary Shareits restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and (ii) eachthe financial information of Noble Cayman Warrant (as defined in “Note 4— Income (Loss) Per Share” to our condensed consolidated financial statements) issuedFinance II and outstanding immediately prior to the Merger Effective Time was converted automatically intoits restricted subsidiaries on a Warrant (as defined in “Note 2— Acquisitions and Divestitures” to our condensed consolidated financial statements).standalone basis. As a result of Noble conducting substantially all of its business through Noble Finance II, the Merger,financial position and results of operations for Noble becameFinance II are the ultimate parentsame as the information presented for Noble in all material respects, with the exception of operating income (loss) and gain (loss) on extinguishment of debt. For the three and six months ended June 30, 2023, Noble Finance II’s operating income (loss) was $16.3 million and $30.8 million higher, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration charges attributable to Noble for operations support and stewardship-related services.
Amendment and Restatement of Revolving Credit Agreement. On April 18, 2023, subsidiaries of Noble Caymanamended and its respectiverestated the 2021 Revolving Credit Agreement by entering into an Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II, NIFCO and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee. The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550 million with maturity in 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries asof Noble Finance II that are or will be guarantors of the Merger Effective Time.2030 Notes.
On
Market Outlook
The offshore contract drilling industry is a highly competitive and cyclical business. Demand for offshore drilling services is driven by the Closing Date, pursuantoffshore exploration and development programs of oil and gas operators, which in turn are influenced by many factors. Those factors include, but are not limited to, the Business Combination Agreement, Noble completedprice and price stability of oil and gas, the Offerrelative cost and because Noble acquired more than 90% of the issued and outstanding Maersk Drilling Shares, Noble will redeem all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either Ordinary Shares or cash (or, for those holders that do not make an election, only cash), under Danish law by way of the Compulsory Purchase. Upon completion of the Compulsory Purchase, Maersk Drilling will become a wholly owned subsidiary of Noble.
See “Note 2— Acquisitions and Divestitures” to our condensed consolidated financial statements for additional information on the Business Combination.
Listing. The Noble Cayman Shares, which traded under the symbol “NE” on the New York Stock Exchange (the “NYSE”), were suspended from trading on the NYSE prior to the open of trading on the Merger Effective Date. The Ordinary Shares began regular-way trading on the NYSE using Noble Cayman’s trading history under the symbol “NE” immediately following the suspension of trading of the Noble Cayman Shares on the Merger Effective Date. In addition, the Ordinary Shares were listed and began trading on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) under the symbol “NOBLE” in connection with the closing of the Business Combination.
Appointment of Directors. On the Merger Effective Date, immediately prior to the Merger Effective Time, Richard B. Barker and William E. Turcotte, members of the board of directors of Noble (the “Board”) at such time, resigned from the Board, and Robert W. Eifler remained as a member of the Board. Effective as of the Merger Effective Time, the size of the Board was increased from three to seven directors, and Alan J. Hirshberg, Ann D. Pickard and Charles M. (Chuck) Sledge, each a member of the board of directors of Noble Cayman, became members of the Board. Effective as of the Closing Date, Claus V. Hemmingsen, Kristin H. Holth and Alastair Maxwell, the director designees of Maersk Drilling, became members of the Board.
Appointment of Officers. The Board previously appointed Robert W. Eifler to serve as Chief Executive Officer, Richard B. Barker to serve as Chief Financial Officer and William E. Turcotte to serve as Corporate Secretary of the Company. Effective as of the Merger Effective Time, the Board (i) approved changes to Robert W. Eifler’s title to President and Chief Executive Officer, Richard B. Barker’s title to Senior Vice President and Chief Financial Officer and William E. Turcotte’s title to Senior Vice President, General Counsel and Corporate Secretary, (ii) appointed Laura D. Campbell as Vice President, Chief Accounting Officer and Controller, Joey M. Kawaja as Senior Vice President — Operations and Blake A. Denton as Senior Vice President — Marketing and Contracts, and (iii) designated Robert W. Eifler as the principal executive officer, Richard B. Barker as the principal financial officer and Laura D. Campbell as the principal accounting officer of Noble. Effective as of
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carbon footprint of offshore resources within each operator’s broader energy portfolio, global macroeconomic conditions, world energy demand, the Closing Date,operator’s strategy toward renewable energy sources, environmental considerations and governmental policies.
In the Board appointed Caroline Alting as Senior Vice President — Operational Excellenceprovision of offshore contract drilling services, success in securing contracts is primarily governed by price, a rig’s availability, drilling capabilities and Mikkel Ipsen as Vice President - Human Resources.
Rig Transaction. On October 5, 2022, Noble and Shelf Drilling (North Sea), Ltd. and Shelf Drilling, Ltd. (together, “Shelf Drilling”) completed the sale by Nobletechnical specifications and the purchase by Shelf Drilling (the “Rig Transaction”) of five jackup rigs (the “Remedy Rigs”) and all related support and infrastructure (collectively, and together with the related offshore and onshore personnel and related operations, the “Divestment Business”), as partdrilling contractor’s safety performance record. Other factors include experience of the workforce, process efficiency, condition of equipment, operating integrity, reputation, industry standing and client relations.
We maintain a global operational presence and compete in many of the major offshore oil and gas basins worldwide with a primary focus on the ultra-deepwater market and the harsh, and ultra-harsh environment jackup markets. All our drilling rigs are mobile, and we may reposition our drilling rigs among regions for a variety of reasons, including in response to customer requirements. We compete in both the jackup and floating rig markets, each of which may have different supply and demand dynamics at a given period in time or in different regions.
The Business Combination. In connectionCombination with Maersk Drilling in October 2022 created one of the Rig Transaction,youngest and pursuant to the terms and conditions set forthhighest specification fleets of global scale in the related Asset Purchase Agreement,industry, with diversification across asset classes, geographic regions and customers. The combined company has a track record of high utilization; coupled with an unwavering commitment to safety and customer satisfaction. We strive to be a leader in industry innovation and sustainability.
Oil prices generally remain at levels that are supportive of offshore exploration and development activity and global rig demand is increasing. This demand increase was caused by the Divestment Business was transferred by Noble to Shelf Drilling for a purchase pricecombination of $375 milliongrowing confidence in cash, which was paid by Shelf Drilling to Noble atcommodity prices, heightened focus on energy security, recent multi-year underinvestment in the completiondevelopment and exploration of the Rig Transaction. See “Note 2— Acquisitionshydrocarbons, and Divestitures” to our condensed consolidated financial statements for additional information on the Rig Transaction.
New Relationship Agreement. On the Closing Date, Noble entered into a Relationship Agreement (the “New Relationship Agreement”) with APMH Invest A/S (“APMH Invest”), which sets forth certain director designation rightsrelative attractiveness of APMH Invest following the closing of the Business Combination. In particular, pursuant to the New Relationship Agreement, APMH Invest will be entitled to designate (a) two nominees to the Board so long as APMH Invest owns no fewer than 20% of the then outstanding Ordinary Shares and (b) one nominee to the Board so long as APMH Invest owns fewer than 20% but no fewer than 15% of the then outstanding Ordinary Shares. Each nominee of APMH Invest will meet the independence standards of the NYSEoffshore plays with respect to Noble; provided, however, that APMH Invest shall be permitted to have one nominee who does not meet such independence standards so long as such nominee is not an employeeboth cost and carbon emissions. This increase had a positive impact on both utilization and dayrates for certain of Noble or any of its subsidiaries.
Compensatory Plans and Arrangements. In connection with the Merger, on the Merger Effective Date, Noble adopted the Noble Corporation plc 2022 Long-Term Incentive Plan (the “2022 LTIP”) and assumed, under the 2022 LTIP, all outstanding awards granted under the Noble Corporation 2021 Long-Term Incentive Plan (the “2021 LTIP”), as well as any rights and obligations of Noble Cayman thereunder. Noble also approved the adoption, effective as of the Closing Date, of (i) the Noble Corporation plc RSU Long-Term Incentive Programme for Executive Management 2022, and (ii) the Noble Corporation plc RSU Long-Term Incentive Programme 2022, under which Noble will assume all outstanding awards of Maersk Drilling granted under the Maersk Drilling RSU Long-Term Incentive Programme for Executive Management 2019 and the Maersk Drilling RSU Long-Term Incentive Programme 2019, respectively. In addition to assuming any outstanding awards granted under the plans listed above (including the shares underlying such awards) and the award agreements evidencing the grants of such awards, Noble assumed the remaining shares available for issuance under the applicable plan, including any awards granted to the Company’s directors or executive officers, in each case subject to adjustments to such awards in the manner set forth in the Business Combination Agreement.
Guarantees. On the Closing Date, the following guarantees (the “Guarantees”) by Noble became effective: (i) a Guarantee related to a Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, theour rig owners and material intra-group charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”), pursuant to which Noble guarantees all of the obligations of Maersk Drilling and its subsidiaries party thereto in relation to the DNB Credit Facility and related financing documents and (ii) a Guarantee related to a Term Loan Facility dated December 10, 2018 by and among Maersk Drilling and Danmarks Skibskredit A/S as agent, (as amended from time to time, the “DSF Credit Facility” and together with the DNB Credit Facility, the “Credit Facilities”), pursuant to which Noble guarantees all of the obligations of Maersk Drilling and its subsidiaries party thereto in relation to the DSF Credit Facility and related financing documents. As of September 30, 2022, the DNB Credit Facility had $400.0 million aggregate revolving commitments, of which $400.0 million were available, and approximately $460.0 million of outstanding term loans, and the DSF Credit Facility had approximately $266.0 million of outstanding term loans.
The Credit Facilities mature in December 2023. The term loans under the DNB Credit Facility require amortization payments, in accordance with a schedule set forth therein, on the last day of each fiscal quarter as well as a final payment on the date of the termination of the DNB Credit Facility. The revolving loans under the DNB Credit Facility must be repaid on the last day of the applicable interest period for such loans (1, 3 or 6 months). The loans under the DNB Credit Facility are required to be repaid quarterly on March 15, June 15, September 15 and December 15 in equal installments in the amount of $6.0 million and a balloon payment payable on the termination of the DSF Credit Facility in an amount equal to the remaining outstanding principal amount of the loans. The facility A term loans under the DNB Credit Facility accrue interest at a rate of LIBOR + 2% - 3% based on the current leverage ratio of Maersk Drilling (which shall increase by 1% from the period 12 months prior to the maturity date until 9 months prior to the maturity date, at which time it shall increase another 0.5% until the date that is 6 months prior to maturity date, at which time it shall increase another 0.5% until the
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maturity date), the facility B term loans accrue interest at a rate of 2.02% and the revolving loans accrue interest at a rate of LIBOR + 1.7% - 2.7% based on the current leverage ratio of Maersk Drilling (which shall increase by 1% from the period 12 months prior to the maturity date until 9 months prior to the maturity date, at which time it shall increase another 0.5% until the date that is 6 months prior to maturity date, at which time it shall increase another 0.5% until the maturity date). The loans under the DSF Credit Facility accrue interest at a rate of LIBOR + 1.8% - 2.9% based on the current leverage ratio of Maersk Drilling. Under each of the Credit Facilities, Maersk Drilling is subject to the following financial covenants, (i) Maersk Drilling’s leverage ratio shall not at any time be greater than 4.75:1.00, (ii) Maersk Drilling’s liquidity shall not at any time be less than $200.0 million and (iii) Maersk Drilling’s Minimum Equity Ratio (as defined in each Credit Facility) shall not at any time be less than 35%. Under each of the Credit Facilities, a mandatory prepayment (or commitment reduction in the case of the revolving loans) is required with respect to the total loss, sale or arrest of the related collateral vessels. Each Credit Facility contains covenants and terms in which the violation of such, along with the lapse of any relevant cure period, results in an event of default that Noble considers customary for credit facilities of these types. If an event of default occurs and is continuing, the agent under such Credit Facility may cancel the loan commitments and declare that all or part of the outstanding loans are immediately due and payable.
Market Outlookclasses.
The global rig supply has come down significantly from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyardsshipyards. However, several of these stranded newbuild rigs are making their way into the global market and generally requiring dayrates and contract terms in excess of what is currently available inwe expect this trend to continue over the market.
The ongoing Russia-Ukraine conflict and related sanctions have increased the volatility of global energy markets. This coupled with the recovering post-pandemic global demand has resulted in oil prices reaching a seven-year high in the first nine months of 2022. The combination of higher oil prices and a focus on energy security is favorablenext few years for the offshore oil and gas industry. However,most capable units.
Although the market outlook in our business varies by geographical region and water depth. Wedepth, we remain encouraged by the ongoing dynamicsrecovery in the ultra-deepwater floater market. Additionally,market, with overall demand having increased from 2020 lows. Our customers continue to focus on the ultra-harsh and harsh environment jackup markets are showing stable opportunities and remain an important portionhighest specification floaters, which represents the majority of our business.floater fleet. We have also experienced an overall increase in the global jack-up market, with the Middle East being the largest component of this increase.
However, as of the date of this report, the majority of our jack-up fleet is positioned in the North Sea. While we are cautiously optimistic aboutstarting to see some increased tender activity in the UK North Sea, overall activity levels in this region remain subdued compared to historical levels. The Norway ultra-harsh environment jackup market is similar, where current activity also remains below historical levels, despite the market improvement that we have realized overbeing attractive to operators given it is characterized by low-cost and low-emission barrels.
The energy transition from hydrocarbons to renewables poses a challenge to the last couple of years,oil and gas sector and our industry continues to face challenges and uncertainties and is unlikely to return to activity levels experienced in historical cycle peaks.market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as our customers rebalance their capital investments to includemore towards alternative energy sourcessources. However, at the same time, there continues to be a global dependence on the combustion of hydrocarbons to provide reliable and respondaffordable energy. Low-cost and low-emission barrels are expected to be the normal cycles that have historically existedmost attractive conventional source to meet energy needs, both currently and in our industry. We expect inflationary pressures and supply chain disruptions to persist and potentially accelerate, which has led or may lead to increased costs of services. Nonetheless, the globalfuture. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and sustainablelasting role in the energy mix.meeting this demand.
We expect inflationary pressures and supply chain disruptions to persist, and potentially accelerate, which has led or may lead to increased costs of services.
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Contract Drilling Services Backlog
We maintain a backlog of commitments for contract drilling services. Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. While backlog did not include any letters of intent as of SeptemberJune 30, 2022,2023, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts. As of SeptemberJune 30, 2022,2023, contract drilling services backlog totaled approximately $2.2$5.0 billion, which includes a commitment of approximately 79 percent64% of available days for the remainder of 2022. Following the completion of the Business Combination and Rig Transaction, our current contract drilling services backlog as of October 31, 2022 is approximately $3.9 billion.2023.
We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period, and include certain assumptions based on the terms of certain contractual arrangements, discussed in the notes to the table below. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent. Backlog herein also has not been
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adjusted for the non-cash amortization related to favorable customer contract intangibles which were recognized on the Emergence Effective Date.
The table below presents the amount of our contract drilling services backlog as of SeptemberJune 30, 2022,2023, and the percent of available operating days committed for the periods indicated:
Year Ending December 31, (2)(6)
Year Ending December 31,
Total
2022 (1)
2023202420252026Total
2023 (1)
2024202520262027
(In thousands)(In thousands)
Contract Drilling Services BacklogContract Drilling Services BacklogContract Drilling Services Backlog
Floaters (4)(3)
Floaters (4)(3)
$1,799,131$214,244$676,774$490,220$417,893$— 
Floaters (4)(3)
$3,898,418$934,286$1,177,310$871,001$663,132$252,689
JackupsJackups361,77374,902151,07660,39060,22515,180Jackups1,134,377172,948326,073254,798205,598174,960
TotalTotal$2,160,904$289,146$827,850$550,610$478,118$15,180Total$5,032,795$1,107,234$1,503,383$1,125,799$868,730$427,649
Percent of Available Days Committed (5)(4)
Percent of Available Days Committed (5)(4)
Percent of Available Days Committed (5)(4)
Floaters(3)Floaters(3)66 %49 %36 %31 %— %Floaters(3)68 %43 %30 %23 %%
JackupsJackups97 %47 %25 %25 %%Jackups58 %42 %27 %18 %14 %
TotalTotal79 %48 %32 %29 %%Total64 %43 %29 %21 %11 %
(1)Represents a three-monthsix-month period beginning OctoberJuly 1, 2022.2023.
(2)Some of our drilling contracts provide customers with certain early termination rights and, in limited cases, those termination rights require minimal or no notice and minimal financial penalties.
(3)One of our long-term drilling contracts with Royal Dutch Shell, plc (“Shell”), the Noble Globetrotter II, contains a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to a modest discount, beginning on the fifth-year anniversary of the contract and continuing every six months thereafter. The contract now has a contractual dayrate floor of $275,000 per day. Once the dayrate adjustment mechanism becomes effective and following any idle periods, theThe dayrate for this rig will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism.
(4)(3)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with Exxon Mobil Corporation (“ExxonMobil”)ExxonMobil in February 2020. Under the CEA, dayrates earned by each rig will be updated at least twice per year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining term of threetwo years and four4 months related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor and Noble Sam Croft. Under the CEA, ExxonMobil may reassign terms among rigs.
(5)(4)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold-stacked rigs, and the number of calendar days in such period.
(6)The table above excludes the backlog associated with the rigs we acquired from Maersk Drilling on October 3, 2022, and includes the backlog of approximately $209.8 million associated with the Remedy Rigs, which we divested on October 5, 2022 in order to gain UK Competition and Markets Authority’s clearance for the Business Combination.
The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, the impact of the COVID-19 pandemic, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates and other factors that result in
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applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be
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indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business and Operations – Our current backlog of contract drilling revenue may not be ultimately realized” in our Annual Report on Form 10-K for the year ended December 31, 2021.2022.
As of SeptemberJune 30, 2022, 2023, ExxonMobil and Aker BP represented approximately 70.4 percent46.2% and 15.9% of our backlog. If the Business Combination and Rig Transaction had occurred on September 30, 2022, no individual customer would have constituted more than 50 percent of our combined backlog.backlog, respectively.
Strategy
Our business strategy focusesis centered around efficient, reliable and safe offshore drilling to provide the best services for our customers. The Business Combination with Maersk Drilling created one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions and customers. The combined company has a track record of high utilization; coupled with an unwavering commitment to safety and customer satisfaction. We strive to be a leader in industry innovation and sustainability.
Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ increasingly complicated offshore drilling programs safely and with greater efficiency, including with respect to our carbon footprint. We are primarily focused on a high-specification fleet of both floating and jackup rigsthe ultra-deepwater market and the deployment of our drilling rigsharsh, and ultra-harsh environment jackup markets, which typically present more technically challenging conditions in established and emerging offshore oil and gas basins around the world. which to operate.
We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our environmental sustainability, social responsibility, and good governance. We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology.
Our floating and jackup drilling fleet is among the most modern, versatile and technically advanced fleet in the industry. Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ increasingly complicated offshore drilling programs safely and with greater efficiency, contributing to an overall reduction of our carbon footprint.
Our organization prioritizes delivering safe and efficient drilling operations for our customers, financial discipline, cash flow generation and returning cash to shareholders. ManagementWe will also continue to focus on maintaining a conservative balance sheet and improvingthe quality of our fleet of floating and jackup rigsin order to meet the demands of increasingly complex drilling programs required by our customers.customers as well as maintaining a strong financial position.
We are committed to continuous improvementbuilding on the Company’s strategy of enabling long-term sustainable value creation. Noble’s sustainability mission is to help provide affordable energy efficiently, safely and a sustainablesustainably, by leveraging longstanding customer relationships and unique innovation capabilities. We actively look to collaborate with our customers to evaluate economic alternatives for reducing the carbon footprint of our drilling rigs such as by equipping our crews offshore with real-time energy future, supported byconsumption data and analysis to optimize efficiency, modifying our effortsoffshore assets with more energy efficient equipment, and testing fuel additives designed to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity.improve generator efficiency. Oversight of our sustainability is at the Boardboard level, with the Safety and Sustainability Committee assisting in that oversight role with respect to the Corporation’sour sustainability policies and practices.
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Results of Operations
Results for the Three Months Ended SeptemberJune 30, 20222023 and 20212022
Net income for the three months ended SeptemberJune 30, 2022,2023, (the “current quarter”), was $33.6$65.8 million, or $0.41$0.45 per diluted share, on operating revenues of $305.9$638.5 million compared to net lossincome for the three months ended SeptemberJune 30, 2021, (the “prior quarter”),2022, of $23.7$37.1 million, or $0.36$0.45 per diluted share, on operating revenues of $250.4$275.2 million.
As a result of Noble conducting substantially all of its business through Finco and its subsidiaries for the current quarter and prior quarter, the financial position and results of operations for Finco, and the reasons for material changes in the amount of revenue and expense items for the current quarter and prior quarter, would be the same as the information presented below regarding Noble in all material respects, with the exception of operating income (loss) and the gain on bargain purchase. For the current quarter, Finco’s operating income was $18.1 million higher than that of Noble. For the prior quarter, Finco’s operating loss was $9.7 million lower than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration charges attributable to Noble for operations support and stewardship-related services.
Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “—Contract“Contract Drilling Services” below.
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The following table presents the average rig utilization, operating days and average dayrates for our rig fleet for the periods indicated:
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
Successor
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
Three Months Ended September 30,Three Months Ended September 30,Three Months Ended September 30,Three Months Ended June 30,Three Months Ended June 30,Three Months Ended June 30,
202220212022202120222021202320222023202220232022
FloatersFloaters78 %73 %792 806 285,362 214,304 Floaters76 %81 %1,305 813 363,167 266,887 
JackupsJackups82 %75 %606 828 118,209 87,972 Jackups62 %68 %786 495 128,885 120,824 
TotalTotal80 %74 %1,398 1,634 $212,958 $150,287 Total70 %76 %2,091 1,308 $275,066 $211,626 
(1)We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.fleet.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract intangibles.assets and liabilities.
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Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):
Successor
Three Months Ended September 30,
20222021Three Months Ended June 30,Change
Operating revenues:Operating revenues:Operating revenues:20232022$%
Contract drilling servicesContract drilling services$289,494 $231,154 Contract drilling services$606,180 $262,463 $343,717 131 %
Reimbursables and other (1)
Reimbursables and other (1)
16,378 19,217 
Reimbursables and other (1)
32,355 12,690 19,665 155 %
305,872 250,371 638,535 275,153 363,382 132 %
Operating costs and expenses:Operating costs and expenses:Operating costs and expenses:
Contract drilling servicesContract drilling services186,482 $188,552 Contract drilling services$362,533 $178,145 $184,388 104 %
Reimbursables (1)
Reimbursables (1)
13,284 16,462 
Reimbursables (1)
24,796 10,333 14,463 140 %
Depreciation and amortizationDepreciation and amortization24,868 25,248 Depreciation and amortization71,324 26,636 44,688 168 %
General and administrativeGeneral and administrative18,089 14,982 General and administrative32,352 16,687 15,665 94 %
Merger and integration costsMerger and integration costs9,338 5,033 Merger and integration costs22,452 9,057 13,395 148 %
(Gain) loss on sale of operating assets, net(Gain) loss on sale of operating assets, net354 3,146 (Gain) loss on sale of operating assets, net— 1,103 (1,103)(100)%
Hurricane losses and (recoveries), netHurricane losses and (recoveries), net1,896 10,441 Hurricane losses and (recoveries), net15,934 (14,407)30,341 (211)%
529,391 227,554 301,837 133 %
254,311 263,864 
Operating income (loss)Operating income (loss)$51,561 $(13,493)Operating income (loss)$109,144 $47,599 $61,545 129 %
(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
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The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):
Successor
Three Months Ended September 30,Three Months Ended June 30,
2022202120232022
FloatersJackupsFloatersJackupsFloatersJackupsFloatersJackups
Contract drilling services revenuesContract drilling services revenues$217.9$71.6$158.3$72.8Contract drilling services revenues$494.0$112.2$202.7$59.8
Contract drilling services costsContract drilling services costs$123.6$62.9$110.7$77.9Contract drilling services costs$278.4$84.1$117.4$60.7
Average Rig UtilizationAverage Rig Utilization78 %82 %73 %75 %Average Rig Utilization76 %62 %81 %68 %
Operating DaysOperating Days792 606 806 828 Operating Days1,305 786 813 495 
Average DayratesAverage Dayrates$285,362$118,209$214,304$87,972Average Dayrates$363,167 $128,885 $266,887 $120,824 
Total rigsTotal rigs— Beginning and ending11 12 12 Total rigs— Beginning19 13 11 
— Acquired— — — — 
— Disposed— — — — 
— Ending19 13 11 
Contract Drilling Services Revenues.Revenues
Floaters.During the currentsecond quarter of 2023, floaters generated revenue of $217.9$494.0 million, as compared to $158.3$202.7 million in the prior quarter. Eight rigs operatedsecond quarter of 2022. The increase in revenue is mainly attributable to (i) $170.9 million provided by the full period during botheight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022; and (ii) $99.6 million due to an increase in average dayrates in the current quarter and prior quarter, one operated for the majority ofperiod. These increases were partly offset by $5.9 million from rigs with fewer operating days in the current quarter and two operated for less than the majority of the prior quarter. The average rig utilizationperiod. Additionally, floater revenue for the current quarterperiod increased 5% from the prior quarter, which was primarily driven by the increase in utilization of two rigs acquired in the Pacific Drilling Merger (as defined herein). Operating days were slightly lower for the current quarter$27.0 million due to the sale of one rig, offset by two rigs working less than the majority of the prior quarter.additional net non-cash amortization related to off-market customer contract assets and liabilities.
Jackups. During the currentsecond quarter the average dayrates increased by 33% from the prior quarter. This was driven by an overall upward trend in the industry.
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The commencement of a new contract in Suriname prior to July 2022 also had a positive effect on the average dayrate across the floater fleet, including the reimbursement2023, jackups generated revenue of equipment upgrades and mobilization costs. During the current quarter, floater revenue was reduced by $8.2$112.2 million, as compared to $14.4$59.8 million in the priorsecond quarter of 2022. The increase in revenue is mainly attributable to $79.1 million provided by the 10 additional jackups acquired in the Business Combination with Maersk Drilling in October 2022. This increase was offset by (i) $21.1 million for the divestiture of jackup rigs (the “Remedy Rigs”) in October 2022 in connection with the Business Combination with Maersk Drilling; and (ii) $17.5 million from rigs with less operating days in the current period. Additionally, contract drilling revenue for the current period increased $10.9 million due to additional net non-cash amortization related to off-market customer contract intangibles, which were recognized on the Emergence Effective Date.

Jackups.During the current quarter, jackups generated revenue of $71.6 million, as compared to $72.8 million in the prior quarter. In November 2021, we sold four jackup rigs located in Saudi Arabia, largely explaining the decrease in operating days between the quarters presented. Excluding the impact of the four disposed rigs, our average dayrateassets and utilization for the remaining jackup fleet increased by 23% and 32%, respectively. Six of our eight jackups were substantially operating for the current quarter, and two operated for part of the quarter. In the prior quarter, nine of our 12 jackups were operating the full quarter, two were warm stacked for the full quarter, and one rig was in shipyard to prepare for a contract.liabilities.
Operating Costs and Expenses
Floaters. During the currentsecond quarter of 2023, total contract drilling services costs related to floaters was $123.6$278.4 million, as compared to $110.7$117.4 million in the prior quarter. Duringsecond quarter 2022. The primary drivers of the current quarter, Noble incurred more contract drilling services costs primarily dueincrease are: (i) $117.1 million related to an increase of $13.1the eight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022; and (ii) $43.9 million in repairincreased crew, repairs and maintenance and material costs across the remainder of the fleet, some of which was partially offsetdriven by cost savings after the sale of a rig in March 2022. The increase in repair and maintenance costs is primarily due to increased maintenance on all floaters, including preparations for the commencement of a new contract in August 2022.inflation.
Jackups.During the currentsecond quarter of 2023, total contract drilling services cost related to jackups was $62.9$84.1 million, as compared to $77.9$60.7 million in the prior quarter. The decrease was primarily due to the reduction in the number of jackups from 12 to eight when four jackups were sold in Saudi Arabia in the fourth quarter of 2021. Partly offsetting this decrease, two jackups mobilized and commenced operations in the third quarter 2022.
Relative to floaters and jackups, we began experiencing cost increases as a result of inflation in the second quarter 2022. During the current quarter, cost increases are primarily driven by $55.5 million related to the 10 additional jackups acquired in conjunction with the Business Combination with Maersk Drilling in October 2022. These increases were partly offset by the reduction of 2022. Supply chain disruptions and$25.9 million in expenses after the increased demand for goods and services worldwide have resultedsale of the Remedy Rigs in increases in costs for operating supplies, third-party wages, crew rotation and transportation.October 2022.
Depreciation and Amortization. Depreciation and amortization totaled $24.9$71.3 million and $25.2$26.6 million during the second quarter of 2023 and 2022, respectively. Depreciation and amortization increased by $44.7 million in the current quarter and prior quarter, respectively. The decrease was primarily due to $48.0 million related to 18 rigs and related equipment acquired in the Business Combination with Maersk Drilling in October 2022. This increase was partially offset by the sale of four jackupsthe five Remedy Rigs in Saudi Arabia in the fourth quarter of 2021 and five of our jackups being classified as assets held for sale in the third quarter ofOctober 2022. This was offset by assets placed in service.
General and Administrative Expenses. General and administrative expenses totaled $18.1$32.4 million and $15.0$16.7 million during the currentsecond quarter of 2023 and prior quarter,2022, respectively. The increase is primarily related to the Business Combination with Maersk Drilling in October 2022, with increases across several categories including employee related costs.
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Merger and Integration Costs. Noble incurred $9.3$22.5 million and $9.1 million of merger and integration costs during the second quarter of 2023 and 2022, respectively, primarily as a result of the Business Combination with Maersk Drilling duringin October 2022. Cumulative costs primarily relate to severance plans and share-based compensation charges, transaction-related acquisition costs, professional fees, and certain integration-related activities that are directly attributable to the current quarter. On April 15, 2021, Noble Cayman purchased Pacific Drilling Company LLC (“Pacific Drilling”), an international offshore drilling contractor,Business Combination. In the second quarter of 2023, we incurred incremental severance costs as compared to the same period in an all-stock transaction (the “Pacific Drilling Merger”). Noble incurred $5.0 million of merger and integration costs in connection with the Pacific Drilling Merger during the prior quarter.year. For additional information, see “Note 2— Acquisitions and Divestitures” to our unaudited condensed consolidated financial statements.
(Gain) Loss on Sale of Operating Assets. During the currentsecond quarter of 2022, Noble incurred costs of $0.4$1.1 million related to professional fees in connection with the Rig Transaction. During the prior quarter, Noble incurred costs of $3.1 million related to severance charges required in the local jurisdiction and professional fees in connection with theanticipated sale of rigsthe Remedy Rigs in Saudi Arabia. For additional information, see “Note 2— Acquisitions and Divestitures” to our condensed consolidated financial statements.October 2022.
Hurricane losses and (recoveries), net. Noble incurred $15.9 million of costs, net of $1.9 millionrecoveries, during the currentsecond quarter associatedof 2023 in connection with the Hurricane Ida incident. During the prior quarter, Noble incurred $10.4 million of costs in connection to damages sustained with the incident. For additional information about the Hurricane Ida incident, see “Note 5— Property and Equipment” and “Note 12—13— Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
Other Income and Expenses.Expenses
Interest Expense. Interest expense totaled $7.9$14.7 million and $8.9$7.7 million during the currentsecond quarter of 2023 and prior quarter2022 respectively. The increase was mainly due to the additional debt assumed in the Business Combination with Maersk Drilling in October 2022 and the issuance of 8.000% Senior Notes in April 2023. For additional information, see “Note 6— Debt” to our unaudited condensed consolidated financial statements.
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Income Tax Provision (Benefit).(Provision) Benefit. We recorded an income tax benefit of $0.7 million and an income tax provision of $13.1 million and $2.3$3.9 million during the currentsecond quarter of 2023 and prior quarter,2022, respectively.
During the currentsecond quarter of 2023, our tax provision included tax benefits of $50.7 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland and Luxembourg, and a tax benefit of $6.8 million related to a Ghana uncertain tax position release. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $4.7 million and various recurring quarterly accruals of $42.2 million primarily in Guyana, Australia and Luxembourg.
During the second quarter of 2022, our tax provision included net tax benefits of $5.4$4.5 million related to a release of valuation allowance for Guyana deferred tax benefits, a tax benefit of $4.5$6.5 million related to a release of valuation allowance for Luxembourg deferred tax benefits. Such tax benefits were offset by tax expenses related to various recurring items comprised of Guyana excess withholding tax on gross revenue of $13.5$8.8 million and quarterly tax expense accrual of $9.5$6.1 million mostly in Luxembourg and Switzerland.
During the prior quarter, our tax provision included tax benefits of $2.1 million related to a US reserve release, offset primarily by approximately $3.8 million of various recurring tax expenses.
Results for the NineSix Months Ended SeptemberJune 30, 2022, the Period from February 6 through September 30, 20212023 and the Period from January 1 through February 5, 20212022
Net income for the ninesix months ended SeptemberJune 30, 20222023 was $34.0$173.9 million, or $0.42$1.19 per diluted share, on operating revenues of $791.3 million$1.2 billion compared to compared to net lossincome for the period from February 6 through Septembersix months ended June 30, 20212022 of $21.5$0.4 million, or $0.35zero per diluted share, on operating revenues of $562.1$485.4 million. Net income for the period from January 1 through February 5, 2021 was $250.2 million, or $0.98 per diluted share, on operating revenues of $77.5 million.
As a result of Noble conducting all of its business through Finco and its subsidiaries for the nine months ended September 30, 2022 and September 30, 2021, the financial position and results of operations for Finco, and the reasons for material changes in the amount of revenue and expense items between the nine months ended September 30, 2022, the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021, would be the same as the information presented below regarding Noble in all material respects, with the exception of operating loss and the gain on bargain purchase. For the nine months ended September 30, 2022, Finco’s operating income was $44.6 million higher than that of Noble. For the period from February 6 through September 30, 2021, Finco’s operating loss was $30.6 million lower than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs and administration attributable to Noble for operations support and stewardship-related services. During the period from January 1 through February 5, 2021, Finco’s operating income was $0.3 million lower than that of Noble.
Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “—Contract Drilling Services” below.
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The following table presents the average rig utilization, operating days and average dayrates for our rig fleet for the periods indicated:
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
SuccessorPredecessorSuccessorPredecessorSuccessorPredecessorSix Months Ended June 30,Six Months Ended June 30,Six Months Ended June 30,
Nine Months Ended
September 30, 2022
Period From February 6, 2021 through September 30, 2021Period From January 1, 2021 through February 5, 2021Nine Months Ended
September 30, 2022
Period From February 6, 2021 through September 30, 2021Period From January 1, 2021 through February 5, 2021Nine Months Ended
September 30, 2022
Period From February 6, 2021 through September 30, 2021Period From January 1, 2021 through February 5, 2021202320222023202220232022
FloatersFloaters77 %72 %86 %2,334 1,810 216 256,398 213,680 231,745 Floaters76 %76 %2,618 1,541 347,383 241,510 
JackupsJackups71 %68 %58 %1,550 1,922 252 119,449 86,392 95,212 Jackups66 %65 %1,663 945 112,571 120,244 
TotalTotal74 %70 %68 %3,884 3,732 468 $201,737 $148,126 $158,228 Total72 %72 %4,281 2,486 $256,170 $195,429 
(1)We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.fleet.
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(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates exclude the effect of non-cash amortization related to favorable and unfavorable off-market customer contract intangibles.assets and liabilities.
Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022September 30, 2021February 5, 2021Six Months Ended June 30,Change
Operating revenues:Operating revenues:Operating revenues:20232022$%
Contract drilling servicesContract drilling services$746,992 $515,680 $74,051 Contract drilling services$1,181,470 $457,498 $723,972 158 %
Reimbursables and other (1)
Reimbursables and other (1)
44,263 46,467 3,430 
Reimbursables and other (1)
$67,119 $27,885 39,234 141 %
791,255 562,147 77,481 $1,248,589 $485,383 $763,206 157 %
Operating costs and expenses:Operating costs and expenses:Operating costs and expenses:
Contract drilling servicesContract drilling services530,710 456,853 46,965 Contract drilling services$724,322 $344,228 $380,094 110 %
Reimbursables (1)
Reimbursables (1)
37,095 41,577 2,737 
Reimbursables (1)
50,802 23,811 26,991 113 %
Depreciation and amortizationDepreciation and amortization77,109 64,831 20,622 Depreciation and amortization141,266 52,241 89,025 170 %
General and administrativeGeneral and administrative52,300 47,939 5,727 General and administrative62,389 34,211 28,178 82 %
Merger and integration costsMerger and integration costs27,916 13,786 — Merger and integration costs34,083 18,578 15,505 83 %
(Gain) loss on sale of operating assets, net(Gain) loss on sale of operating assets, net— 3,146 — (Gain) loss on sale of operating assets, net— (3,459)3,459 (100)%
Hurricane losses and (recoveries), netHurricane losses and (recoveries), net4,701 10,441 — Hurricane losses and (recoveries), net19,478 2,805 16,673 594 %
1,032,340 472,415 559,925 119 %
726,726 638,573 76,051 
Operating income (loss)Operating income (loss)$64,529 $(76,426)$1,430 Operating income (loss)$216,249 $12,968 $203,281 1,568 %
(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
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The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):
SuccessorPredecessor
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
EndedthroughthroughSix Months Ended June 30,
September 30, 2022September 30, 2021February 5, 202120232022
FloatersJackupsFloatersJackupsFloatersJackupsFloatersJackupsFloatersJackups
Contract drilling services revenuesContract drilling services revenues$561.8 $185.2 $349.6 $166.0 $50.1 $24.0 Contract drilling services revenues$970.2$211.3$343.9$113.6
Contract drilling services costsContract drilling services costs$345.1 $185.6 $262.3 $194.6 $25.8 $21.2 Contract drilling services costs$549.4$174.9$221.5$122.7
Average Rig UtilizationAverage Rig Utilization77 %71 %72 %68 %86 %58 %Average Rig Utilization76 %66 %76 %65 %
Operating DaysOperating Days2,334 1,550 1,810 1,922 216 252 Operating Days2,618 1,663 1,541 945 
Average DayratesAverage Dayrates$256,398 $119,449 $213,680 $86,392 $231,745 $95,212 Average Dayrates$347,383 $112,571 $241,510 $120,244 
Total rigsTotal rigs— Beginning12 12 12 Total rigs— Beginning19 13 12 
— Acquired— — — — — — Acquired— — — — 
— Disposed— — — — — Disposed— — — 
— Ending11 12 12 12 — Ending19 13 13 
Contract Drilling Services Revenues.Revenues
Floaters.During the ninesix months ended SeptemberJune 30, 2022,2023, floaters generated revenue of $561.8$970.2 million, as compared to $349.6$343.9 million in the successor period ended September 30, 2021. During the ninesix months ended SeptemberJune 30, 2022, seven2022. The increase in revenue is mainly attributable to (i) $358.1 million provided by the eight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022; and (ii) $198.2 million due to an increase in average dayrates in the current period. These increases were partly offset by $21.0 million from rigs operated the full period, one rig operated a majority of the period and moved between contracts with approximately one month of downtime, and one rig commenced a contract near the end of March 2022. During the period ended September 30, 2021, five rigs operated the full period, one rig operated the full period after its acquisition in April, one rig also experienced around one month of downtime as it moved between contracts, and three rigs operated a portion of the period. The average rig utilization for the nine months ended September 30, 2022 increased from the successor period, primarily as a result of increased activity and the sale of one of our rigs in March 2022 which had minimalfewer operating days in eitherthe current period. During the nine months ended September 30, 2022, average dayrates increased by 20% from the successor period driven by an overall upward trend in the industry. The commencement of a new contract in late March 2022 also had a positive effect on the average dayrate across the fleet, which included the reimbursement of equipment upgrades and mobilization costs to Suriname. The higher rates have been partially offset by one of our rigs experiencing a lower average rate associated with maintenance early in 2022 and one of our rigs having a lower contracted rate upon acquisition in April 2021 than the average across the fleet. Operating days increased primarily as a result of the Pacific Drilling Merger and higher contracting in 2022. FloaterAdditionally, floater revenue was reduced by $36.5 million and 37.1 million for the nine months ended September 30, 2022 and the successor priorcurrent period respectively, byincreased $74.4 million due to additional net non-cash amortization related to off-market customer contract intangibles, which were recognized on the Emergence Effective Date.assets and liabilities.
Jackups. During the ninesix months ended SeptemberJune 30, 2022,2023, jackups generated revenue of $185.2$211.3 million , as compared to $166.0$113.6 million in the successor period. In November 2021, we sold four jackupsix months ended June 30, 2022. The increase in revenue is mainly attributable to $139.8 million provided by the 10 additional jackups acquired in the Business Combination with Maersk Drilling in October 2022. This increase was offset by (i) $43.9 million for the divestiture of the Remedy Rigs in October 2022 in connection with the Business Combination with Maersk Drilling; and (ii) $24.6 million from rigs located in Saudi Arabia, which reducedwith less operating days in the nine months ended September 30, 2022. Excluding the impact of the four disposed rigs, our average dayrate and utilizationcurrent period. Additionally, contract drilling revenue for the remaining jackup fleetcurrent period increased by 31% and 22%, respectively. Five of our eight jackups were operating the full nine months ended September 30, 2022, while one of our rigs commenced operations in late May 2022. In the period ended September 30, 2021, four of our jackups were operating the full period, two rigs experienced suspensions, and four rigs were operating a portion of the period. In February 2021, an additional jackup completed its contract and moved to the shipyard to prepare for work in Norway, which commenced in the fourth quarter of 2021.
During the period from January 1 through February 5, 2021, contract drilling services revenues totaled $50.1 million for our floaters and $24.0 million for our jackups. All six contracted floatersdue to additional net non-cash amortization related to off-market customer contract assets and seven of our eight contracted jackups operated for the entire period. This was offset by one contracted jackup not operating for the full period, which was on suspension.
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liabilities.
Operating Costs and Expenses
Floaters. During the ninesix months ended SeptemberJune 30, 2022,2023, total contract drilling services costs related to floaters was $345.1 million. Contract drilling services costs related$549.4 million, as compared to floaters totaled $262.3$221.5 million in the period from February 6, 2021 through September 30, 2021. During the ninesix months ended SeptemberJune 30, 2022, Noble incurred substantially more contract drilling services costs2022. The primary drivers of the increase are: (i) $238.1 million related to the eight additional floaters with 11 floatersacquired in the fleet for a majorityBusiness Combination with Maersk Drilling in October 2022; and (ii) $93.6 million in increased crew, repairs and maintenance and material costs across the remainder of the period, eightfleet, some of which was driven by inflation. These increases were operating substantiallyoffset by $3.8 million due to the full period, as compared to seven floatersdivestiture of a semi-submersible unit late in the fleet for a majorityfirst quarter of the period ended September 30, 2021, five of which were operating the full period. In mid-April 2021, the Pacific Drilling Merger added five floaters to the fleet, net of the sale of two floaters in June 2021, both of which were cold stacked. The addition of two of the floaters had a minor effect on contract drilling services costs in any period since they have remained cold stacked since the Pacific Drilling Merger. The increases were partially offset by the sale of one of the existing Noble floaters in March 2022.
Jackups.During the ninesix months ended SeptemberJune 30, 2022,2023, total contract drilling services cost related to jackups was $185.6 million. Contract drilling services costs related$174.9 million, as compared to jackups totaled $194.6$122.7 million in the period from February 6, 2021 through Septembersix months ended June 30, 2021.2022. During the nine months ended September 30, 2022, Noble incurred significantly less contract drilling services costs and operating days as a resultcurrent quarter, cost increases are primarily driven by $114.5 million related to the 10 additional jackups acquired in conjunction with the Business Combination with Maersk Drilling in October 2022. These increases were partly offset by the reduction of $54.8 million in expenses after the sale of the four jackupsRemedy Rigs in Saudi Arabia in the fourth quarter of 2021. Partly offsetting this decrease, two jackups mobilized and commenced operations in the third quarter 2022. In addition, another four of our rigs were operating the full period ended September 30, 2022 as compared to only operating for part of period from February 6, 2021 through September 30,October 2022.
Relative to floaters and jackups, we began experiencing cost increases as a result of inflation in the second quarter of 2022. Supply chain disruptions and the increased demand for goods and services worldwide have resulted in increases in costs for operating supplies, third-party wages, crew rotation and transportation.
During the period from January 1 through February 5, 2021, contract drilling services costs totaled $25.8 million for our floaters and $21.2 million for our jackups. Reduced operating costs in the period was a result of 4 rigs stacked during the entire period.
Depreciation and Amortization. Depreciation and amortization totaled $77.1 million, $64.8$141.3 million and $20.6$52.2 million during the ninesix months ended SeptemberJune 30, 2022, the period from February 6 through September 30, 20212023 and the period from January 1 through February 5, 2021,2022, respectively. Depreciation duringand amortization increased by $89.1 million in the Successor period was impacted by the fair value remeasurement of our rigs as a result of the implementation of fresh start accounting on the Emergence Effective Date and has increasedcurrent year primarily due to $95.2 million related to 18 rigs and related equipment acquired in the rigs acquired from the PacificBusiness Combination with Maersk Drilling Merger andin October 2022. This increase was partially offset by the recent sale of four jackupsthe five Remedy Rigs in October 2022 and the divestiture of a semi-submersible unit in the fourthfirst quarter of 2021.2022.
General and Administrative Expenses. General and administrative expenses totaled $52.3 million, $47.9$62.4 million and $5.7$34.2 million during the ninesix months ended SeptemberJune 30, 2023 and 2022, respectively. The increase is primarily related to the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021, respectively.Business
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Combination with Maersk Drilling in October 2022, with increases across several categories including employee related costs.
Merger and Integration Costs. Noble incurred $27.9$34.1 million and $18.6 million of merger and integration costs during the six months ended June 30, 2023 and 2022, respectively, primarily as a result of the Business Combination Agreement with Maersk Drilling duringin October 2022. Cumulative costs primarily relate to severance plans and share-based compensation charges, transaction-related acquisition costs, professional fees, and certain integration-related activities that are directly attributable to the nineBusiness Combination. In the six months ended SeptemberJune 30, 2022. Noble2023, we incurred $13.8 million of mergerincremental severance costs and integration costs related to integration-related activities as compared to the same period in connection with the Pacific Drilling Merger during the period from February 6 through September 30, 2021.prior year. For additional information, see “Note 2— Acquisitions and Divestitures” to our unaudited condensed consolidated financial statements.
(Gain) Loss on Sale of Operating Assets. During the ninesix months ended SeptemberJune 30, 2022, Noble recognized a gain of $6.8 million in connection with the sale of the Noble Clyde Boudreaux, offset by costs incurred of $1.4$1.1 million related to professional fees in connection with the Rig Transaction. Noble incurred $3.1anticipated sale of the Remedy Rigs in October 2022 and additional costs recognized of $2.2 million of charges related to severance charges that were required in the local jurisdiction and professional fees in connection with the sale of rigs in Saudi Arabia during the period from February 6 through September 30,in 2021. For additional information, see “Note 2— Acquisitions and Divestitures” and “Note 5— Property and Equipment” to our condensed consolidated financial statements.
Hurricane Losses and (Recoveries), net. Noble incurred $21.3$19.5 million of costs, net of recoveries, during the ninesix months ended SeptemberJune 30, 2022, which primarily related to2023 in connection with the Hurricane Ida incident. For additional costs as a result ofinformation about the Hurricane Ida incident, offset by insurance recoveries of $16.6 million. Noble incurred $10.4 million of costs in connection to damages sustained from Hurricane Ida during the period from February 6 through September 30, 2021. For additional information, see “Note 5— Property and Equipment” and “Note 12—13— Commitments and Contingencies” to our unaudited condensed consolidated financial statements.
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Other Income and Expenses.
Interest Expense. Interest expense totaled $23.3 million, $23.6$31.5 million and $0.2$15.4 million during the ninesix months ended SeptemberJune 30, 2023 and 2022 the period from February 6 through September 30, 2021 and the period from January 1 through February 5, 2021.respectively. The Predecessor period of 2021 included reduced expensesincrease was mainly due to the Bankruptcy Court orderadditional debt assumed in the Business Combination with Maersk Drilling in October 2022, and the issuance of a stay on all interest expense during the pendency of the Chapter 11 Cases. The nine months ended September 30, 2022 includes interest expense on our senior secured second lien notes (the “Second Lien Notes”). The Successor period of 2021 includes interest expense on our Second Lien8.000% Senior Notes as well as borrowings under our Revolving Credit Facility (as defined herein).in April 2023. For additional information, see “Note 6— Debt” to our condensed consolidated financial statements.
Gain on Bargain Purchase. Noble recognized a $64.5 million gain on the bargain purchase of Pacific Drilling during the period from February 6 through September 30, 2021. For additional information, see “Note 2— Acquisitions and Divestitures” to ourunaudited condensed consolidated financial statements.
Income Tax (Expense)(Provision) Benefit.We recorded an income tax expense of $11.8 million and $3.4 million during the nine months ended September 30, 2022 and the period from January 1 through February 5, 2021, respectively. We recorded an income tax benefit of $6.6$16.5 million and $1.3 million during the period from February 6 through Septembersix months ended June 30, 2021.2023 and 2022, respectively.
During the six months ended June 30, 2023, our tax provision included tax benefits of $95.8 million related to releases of valuation allowance for deferred tax benefits in Guyana, Norway and Switzerland, a tax benefit of $6.8 million related to a Ghana uncertain tax position release. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $8.9 million and various recurring quarterly accruals of $67.4 million primarily in Guyana, Australia and Luxembourg.
During the ninesix months ended SeptemberJune 30, 2022, our tax provision included net tax benefits of $13.6$8.2 million related to a release of valuation allowance for Guyana deferred tax benefits, a tax benefit of $11$6.5 million related to a release of valuation allowance for Luxembourg deferred tax benefits, $1.1$0.9 million related to an adjustment to Swiss deferred tax benefits, and $1.3 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses related to various recurring items comprised of Guyana excess withholding tax on gross revenue of $24$10.5 million and quarterly tax expense accrual of $14.8$5.0 million mostly in Luxembourg and Switzerland.
During the period from February 6, 2021 through September 30, 2021, our tax provision included tax benefits of $24.2 million related to US and non-US reserve releases, $12.6 million related to a US tax refund, and $1.2 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses of $12.6 million related to various recurring items and $18.6 million related to non-US tax reserves.
During the period from January 1 through February 5, 2021, our income tax provision included a tax benefit of $1.7 million related to a non-US reserve release and tax expense of $2.5 million related to fresh start and reorganization adjustments, and other recurring tax expenses of approximately $2.6 million.
Liquidity and Capital Resources
Debt Refinancing
On April 18, 2023, Noble Finance II, LLC (“Noble Finance II”), a wholly owned subsidiary of Noble, issued $600 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (“2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee. The net proceeds from the offering of 2030 Notes were primarily used to (i) repay the approximately $347.5 million of outstanding borrowings under the New DNB Credit Facility, (ii) to redeem (the “Redemption”) the approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes, and (iii) to pay any premiums, fees and expenses related to the Redemption and the issuance of the 2030 Notes. As of June 30, 2023, we had outstanding $600.0 million aggregate principal amount of our 2030 Notes.
Other Debt Repayments
On February 23, 2023, we repaid the remaining amount under the Term Loan Facility Agreement dated December 10, 2018 by and between Maersk Drilling and Danmarks Skibskredit A/S as lender, agent, and security agent (as amended from time to time, the “DSF Credit Facility”) in full using cash on hand.
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Senior Secured Revolving Credit Facility
On April 18, 2023, certain subsidiaries of Noble entered into an Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II, NIFCO and Noble Drilling A/S, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee. The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550 million with maturity in 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes.
As of SeptemberJune 30, 2022,2023, we had $220.0 million ofno loans outstanding and $20.6$19.1 million of letters of credit issued under the senior secured revolving credit agreement (“2023 Revolving Credit Facility”)Facility. For additional information about our 2023 Revolving Credit Facility as of June 30, 2023, see “Note 6— Debt” to our unaudited condensed consolidated financial statements.
Letters of credit and surety bonds
As of June 30, 2023, we had $19.1 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $8.7$76.5 million in letters of credit and surety bonds issued under bilateral arrangements. For additional information aboutarrangements which guarantee our Revolving Credit Facility, see “Note 6— Debt”performance as it relates to our condensed consolidated financial statements.
Second Lien Notes Indenture
As of September 30, 2022, we had outstanding principal of $214.4 million of outstanding principal amount of our Second Lien Notes. Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payabledrilling contracts, contract bidding, tax appeals, customs duties, and other obligations in cash; (ii) 13% per annum, with 50% of such interestvarious jurisdictions. We expect to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum,comply with the entiretyunderlying performance requirements and we expect obligations under these letters of such interest tocredit and surety bonds will not be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For accrual purposes, we have assumed we will make the next interest payment in cash and have accrued at a rate of 11%; however, the actual interest election will be made no later than the record date for such interest payment. For additional information about our Second Lien Notes, see “Note 6— Debt” to our condensed consolidated financial statements.
Debt Open Market Repurchases
In August 2022, we purchased $1.6 million aggregate principal amount of our Second Lien Notes for approximately $1.8 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $0.2 million.
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Maersk Drilling Credit Facilities
On the Closing Date, Maersk Drilling had $400.0 million aggregate revolving commitments, of which $400.0 million were available, and approximately $460.0 million of outstanding term loans under the DNB Credit Facility, and approximately $266.0 million of outstanding term loans under the DSF Credit Facility.
Noble has received preliminary commitments from a group of banks to enter into a $350 million, three-year term loan to replace the existing DNB Credit Facility. Additionally, Noble has received a preliminary commitment for a $150 million, three-year term loan to replace the existing DSF Credit Facility. Each loan has an indicative initial interest rate of Term SOFR plus 3.50% with margin increases beginning in the second year. The loans remain subject to final documentation and customary closing conditions, which Noble anticipates will be completed in the fourth quarter of 2022.called.
Sources and Uses of Cash
Our principal sources of capital in the current period were cash generated from operating activities and fundingas well as net proceeds from our Revolving Credit Facility and Second Lienthe issuance of the 2030 Notes. Cash on hand during the current period was primarily used for the following:
normal recurring operating expenses;
repurchase, redemptions or repayments of debt and interest,
fees and expenses related to merger &and integration costs;
share repurchases; and
capital expenditures.
Currently, our anticipated cash flow needs, both in the short-term and long-term, may include the following:
normal recurring operating expenses;
planned and discretionary capital expenditures;
repurchase, redemptions or repayments of debt and interest;interest, including related fees;
fees and expenses related to merger &and integration costs;
share repurchases and dividends; and
certain contractual cash obligations and commitments.
We may, from time to time, redeem, repurchase or otherwise acquire our outstanding Second Lien Notes through open market purchases, tender offers or pursuant to the terms of such securities.
We currently expect to fund our cash flow needs with cash generated by our operations, cash on hand, proceeds from sales of assets, or borrowings under our 2023 Revolving Credit Facility and we believe this will provide us with sufficient abilityliquidity to fund our cash flow needs over the next 12 months. Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes.
Net cash provided by operating activities was $109.8$148.1 million and $24.0$36.3 million for the ninesix months ended SeptemberJune 30, 2023 and 2022, and for the period from February 6 through September 30, 2021, respectively, and net cash used in operating activities was $45.4 million for the period from January 1 through February 5, 2021.respectively. The ninesix months ended SeptemberJune 30, 20222023 and the Predecessor and Successor periods of 20212022 had cash outflows from operating assets and liabilities. We had working capital of $485.8$418.5 million at SeptemberJune 30, 20222023 and $207.3$384.7 million at December 31, 2021.2022.
Net cash used in investing activities was $93.5$169.5 million and $63.8 million for the ninesix months ended SeptemberJune 30, 2022.2023 and 2022, respectively. During the ninesix months ended SeptemberJune 30, 2022,2023, our capital expenditures consisted primarily of routine projects associated with overhauls and upgrades includingon various rigs in the newly combined fleet. During the six months ended June 30, 2022, our capital expenditures includes the managed pressure drilling units,upgrade on the Noble Gerry de Souza, and werewas offset against proceeds from the sale of theNoble Clyde Boudreaux. Net cash used in investing activities was $14.4 million for the period from January 1 through February 5, 2021 and $31.5 million for the period from February 6 through September 30, 2021. The Predecessor and Successor periods of 2021 include shipyard work on the Noble Lloyd Noble and the managed pressure drilling upgrade on the Noble Don Taylor and Noble Tom Madden. The Successor period also includes cash acquired from the Pacific Drilling Merger and proceeds from the sale of the Pacific Bora and Pacific Mistral in late June 2021.
Net cash provided by financing activities was $214.0 million and $13.1 million for the nine months ended September 30, 2022 and the period from February 6 through September 30, 2021, respectively. The current period and the Successor period of 2021 includes net borrowings on the Revolving Credit Facility. In August 2022, we utilized approximately $1.8 million of cash to repurchase $1.6 million of aggregate principal amount of our Second Lien Notes plus accrued interest, as open market repurchases and recognized a loss of approximately $0.2 million. Net cash used in financing activities was $202.3 million and $4.5 million for the six months ended June 30, 2023 and 2022, respectively. The six months ended June 30, 2023 include the repayment of the DSF Credit Facility in full, using cash on
5241


activities was $191.2 million for the period from January 1 through February 5, 2021. The Predecessor period included the repaymenthand, redemption of Legacy Noble’s 2017 Credit Facility, issuances of the Second Lien Notes, repayment of the DNB Credit Facility and borrowings on the Revolving Credit Facility. During the period ended September 30, 2022, Finco distributed cashissuance of $365.12030 Notes. We also repurchased 1.8 million to Noble as compared to only $32.7 million and $26.5 million in the prior year Successor and Predecessor periods, respectively.
The excess cash distributed by Finco to Noble is intended to fund the Compulsory Purchase. In November 2022, we expect to complete the Compulsory Purchaseof our Ordinary Shares for the remaining Maersk Drilling Shares, which we expect to require approximately $70 million in cash with the remaining payable in shares. Any cash consideration is payable in DKK.total of $70.0 million.
At SeptemberJune 30, 2022,2023, we had a total contract drilling services backlog of approximately $2.2$5.0 billion, which includes a commitment of approximately 79 percent64% of available days for our Noble rigs for the remainder of 2022.2023. For additional information regarding our backlog, see “—Contract“Contract Drilling Services Backlog.”
Capital Expenditures
Capital expenditures totaled $116.9$170.9 million for the ninesix months ended SeptemberJune 30, 20222023 and consisted of the following:
$64.894.2 million for sustaining capital;
$32.257.7 million in major projects, including subsea and other related projects; and
$19.919.0 million for rebillable capital and contract modifications.
Our total capital expenditure estimate for the quarteryear ending December 31, 20222023, net of client reimbursables, is expected to range between $65$325 million and $85 million.$365 million, of which approximately $210 to $230 million is currently anticipated to be spent for sustaining capital. We anticipate additional capital costs to repair the Noble Regina Allen, however, we are in the process of completing an insurance claim for reimbursement.
From time to time we consider possible projects that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, while liquidity and preservation of capital remains our top priority, we will continue to evaluate acquisitions of drilling units from time to time.
GuaranteesCritical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States, which require us to make estimates that affect the reported amounts of Registered Securitiesassets, liabilities, revenues, expenses and related disclosures of contingent assets and liabilities. We disclose our significant accounting policies in “Note 1— Organization and Significant Accounting Policies” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.
Finco has issued the Second Lien Notes due 2028. The Second Lien Notes are fullyFor information about our critical accounting policies and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility (the “Guarantors”). The guarantees are unconditional, irrevocable, joint and several senior obligations of each Guarantor and rank equally in right of payment with all future senior indebtedness of such Guarantor and effectively senior to all of such Guarantor’s unsecured senior indebtedness. For a discussion of the Second Lien Notes guarantees,estimates, see Part II, Item 7, “Guarantees“Management's Discussion and Analysis of Registered Securities”Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2021.
Guarantor Summarized Financial Information
The summarized financial information below reflects the combined accounts2022. As of the Guarantors and the non-consolidated accounts of Finco (collectively, the “Obligors”), for the dates and periods indicated. The financial information is presented on a combined basis and intercompany balances and transactions between entities in the Obligor groupJune 30, 2023, there have been eliminated.
Summarized Balance Sheet Information:
Successor
September 30, 2022December 31, 2021
Current assets$358,634 $362,440 
Amounts due from non-guarantor subsidiaries, current5,373,619 5,162,678 
Noncurrent assets1,309,018 1,265,785 
Amounts due from non-guarantor subsidiaries, noncurrent646,778 646,778 
Current liabilities214,965 199,178 
Amounts due from non-guarantor subsidiaries, current6,167,965 5,296,570 
Noncurrent liabilities526,857 281,230 
Amounts due from non-guarantor subsidiaries, noncurrent407,111 168,873 
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Summarized Statement of Operations Information:
Successor (1)
Predecessor (2)
ObligorsObligors
Period FromPeriod From
Nine MonthsFebruary 6, 2021January 1, 2021
Endedthroughthrough
September 30, 2022December 31, 2021February 5, 2021
Operating revenues$747,294 $664,741 $70,584 
Operating costs and expenses626,946 481,179 63,255 
Income (loss) from continuing operations before income taxes209,882 164,112 (2,303,528)
Net income (loss)196,510 149,935 (2,318,932)
(1)Includes operating revenue of $19.6 million, operating costs and expenses of $42.3 million and other income of $91.1 million attributable to transactions with non-guarantor subsidiaries for the nine months ended September 30, 2022. Includes operating revenue of $26.7 million, operating costs and expenses of $17.1 million and other income of $24.0 million attributable to transactions with non-guarantor subsidiaries for the period from February 6, 2021 through December 31, 2021.
(2)Includes operating revenue of $3.8 million, operating costs and expenses of $1.1 million and other expense of $(1.2) million attributable to transactions with non-guarantor subsidiaries for the period from January 1, 2021 through February 5, 2021.
Environmental Matters
We are subject to numerous international, federal, state and local laws and regulations relatingno material changes to the protection of the environmentjudgments, assumptions and of human healthestimates upon which our critical accounting policies and safety. For a discussion of the most significant of these laws and regulations, see Part I, Item 1, “Business—Governmental Regulations and Environmental Matters” in our Annual Report on Form 10-K for the year ended December 31, 2021.
Continuing political and social attention to the issue of global climate change has resulted in a broad range of proposed or promulgated laws focusing on greenhouse gas reduction and related public disclosures. The costs of implementing these rules and continuing compliance and disclosure could be substantial. These proposed or promulgated laws apply or could apply in countries where we have interests or may have interests in the future. Laws in this field continue to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance or reporting costs relating to implementation, such laws, if enacted, could have a material impact on our results of operations and financial condition. Climate change could also increase the frequency and severity of adverse weather conditions, including hurricanes, typhoons, cyclones, winter storms and rough seas. If such effects were to occur, they could have an adverse impact on our operations. For a discussion of climate change, see Part I, Item 1, “Business—Governmental Regulations and Environmental Matters—Climate Change” in our Annual Report on Form 10-K for the year ended December 31, 2021.
In addition, increasing social attention to ESG matters and climate change has resulted in demands for action related to climate change and energy rebalancing matters, such as promoting the use of substitutes to fossil fuel products, encouraging the divestment of fossil fuel equities, and pressuring lenders and other financial services companies to limit or curtail activities with fossil fuel companies. Initiatives to incentivize a shift away from fossil fuels could reduce demand for hydrocarbons, thereby reducing demand for our services and causing a material adverse effect on our earnings, cash flows and financial condition. For further discussion of these risks, see Part I, Item 1A, “Risk Factors—Regulatory and Legal Risks—Increasing attention to environmental, social and governance matters and climate change may impact our business and financial results” in our Annual Report on Form 10-K for the year ended December 31, 2021.
New Accounting Pronouncementsestimates are based.
See Part I, Item 1, Financial Statements, “Note 3— Accounting Pronouncements,” to the unaudited condensed consolidated financial statements for a description of the recent accounting pronouncements.
54


Item 3. Quantitative and Qualitative Disclosures about Market Risk
There has been no significant change in our exposure to market risk when compared to those disclosed in Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Item 4. Controls and Procedures
Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble, and Richard B. Barker, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble, have evaluated the disclosure controls and procedures of Noble as of the end of the period covered by this report. On the basis of this evaluation, Mr. Eifler and Mr. Barker have concluded that Noble’s disclosure controls and procedures were effective as of SeptemberJune 30, 2022.2023. Noble’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble in the reports that it files with or submits to the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Robert W. Eifler, President
42


In accordance with interpretive guidance issued by SEC staff, companies are allowed to exclude an acquired business from the assessment of internal control over financial reporting during the first year following the date on which the acquisition is completed and Chief Executive Officer (Principal Executive Officer)from the assessment of Finco, and Richard B. Barker, Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Finco, have evaluated the disclosure controls and procedures of Fincoto the extent subsumed in such internal control over financial reporting. In accordance with this guidance, as the Company acquired Maersk Drilling on October 3, 2022, management’s evaluation and conclusion as to the effectiveness of the end of the period covered by this report. On the basis of this evaluation, Mr. Eifler and Mr. Barker have concluded that Finco’sCompany’s disclosure controls and procedures were effective as of September 30, 2022. Finco’sDecember 31, 2022 excluded the portion of disclosure controls and procedures that are designedsubsumed by internal control over financial reporting of Maersk Drilling as of June 30, 2023.
Other than the aforementioned acquisition, during the quarter ended June 30, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to ensure that information required to be disclosed by Finco in the reports that it files with or submits to the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is presented in “Note 12—13— Commitments and Contingencies,” to our unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 1A. Risk Factors
There are numerous factors that affect our business and results of operations, many of which are beyond our control. Except for the previously reported closing of the Business Combination on October 3, 2022, as of the date of this Quarterly Report on Form 10Q, there have been no material changes to the risk factors disclosed under (i)You should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2021, (ii) “Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, and (iii) “Risk Factors” in our proxy statement/prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-261780) on April 11, 2022, forming part of the Registration Statement on Form S-4, initially filed by us on December 20, 2021 and declared effective on April 11, 2022. In addition to the other information presented in this Quarterly Report on Form 10-Q, you should carefully read and consider the disclosure identified in items (i), (ii) and (iii) above, which containcontains descriptions of significant risks including those related to the Business Combination, that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. For more information onThere have been no material changes from the closing of the Business Combination, see “Note 2— Acquisitions and Divestitures” torisk factors disclosed in our condensed consolidated financial statements included in Item 1 of Part I of this QuarterlyAnnual Report on Form 10-Q and carefully read10-K for the disclosure in our Current Report on Form 8-K filed with the SEC on October 3,year ended December 31, 2022.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Exercises of Warrants
During the three months ended SeptemberJune 30, 2022:2023:
24,223 Noble Cayman2,097 Ordinary Shares were issued to holders of seven-year warrants with Black-Scholes protection (the “Noble Caymanour Tranche 1 Warrants”)Warrants pursuant to exercises of 50,837 Noble Cayman2,135 Tranche 1 Warrants; and
21,534 Noble Cayman1,784 Ordinary Shares were issued to holders of seven-year warrants with Black-Scholes protection (the “Noble Caymanour Tranche 2 Warrants”)Warrants pursuant to exercises of 57,6121,830 Tranche 2 Warrants; and
122 Noble Cayman2 Ordinary Shares were issued to holders of five-year warrants with no Black-Scholes protection (the “Noble Caymanour Tranche 3 Warrants”)Warrants pursuant to exercises of 3,75346 Tranche 3 Warrants; and
3,263,182 Noble Cayman Shares were issued to holders of ordinary share purchase warrants (“Noble Cayman Penny Warrants”) pursuant to exercises of 3,263,182 Noble Cayman Penny Warrants.
Such Noble CaymanOrdinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under Section 4(a)(2) under the Securities Act andor Section 1145 of the Bankruptcy Code. For more information on the terms of exercise and other features of the warrants, see our Annual Report on Form 10-K for the year ended December 31, 2022.
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Share Repurchases
The following table presents information about our purchases of equity securities for the three months ended June 30, 2023:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of a Publicly Announced Plans or Programs (1)
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1)
April 1 - 30, 2023— — — $375,000,141 
May 1 - 31, 2023869,548 $38.40 869,548 $341,593,701 
June 1 - 30, 2023680,561 $39.06 680,561 $315,000,160 
Total1,550,109 1,550,109 $315,000,160 
(1)Subject to restrictions under applicable law discussed in “Note 4— Income (Loss) Per Share—Warrants”Share” to our unaudited condensed consolidated financial statements, includedwe announced a share repurchase plan on Nov 2, 2022 to purchase up to $400 million of outstanding Ordinary Shares or Warrants. The $400 million authorization does not have a fixed expiration, and may be modified, suspended or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. During the three months ended June 30, 2023, we repurchased 1,550,109 of our Ordinary Shares, which were subsequently cancelled.
Item 5. Other Information
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the three months ended June 30, 2023, no such plans or other arrangements were adopted, terminated or modified.
On August 2, 2023, Noble adopted the Noble Corporation plc Executive Change in Item 1Control Severance Plan (the “Change in Control Plan”), which provides “double trigger” severance payments and benefits to certain employees including our named executive officers (other than William E. Turcotte). The policy provides an eligible participant with certain payments and benefits in the event that the participant experiences a qualifying termination following a change in control. In the event that an eligible executive’s employment is terminated without cause by Noble or for good reason by the executive within the 24-month period following the occurrence of Part Ia change in control, such executive would become entitled to receive, subject to their execution of a release of claims: (1) a lump sum cash payment equal to the sum of the executive’s base salary and target annual cash bonus multiplied by the multiple applicable for such executive’s role (i.e., 3.0 for our Chief Executive Officer and 2.0 for all other covered named executive officers); (2) any unpaid annual cash bonus for the year preceding the year of termination; (3) a pro-rated annual cash bonus for the year of termination based on actual performance; (4) Noble-paid COBRA continuation coverage for up to 18 months following the date of termination; (5) reimbursement for up to $50,000 in outplacement services; and (6) accelerated vesting of equity awards, with any outstanding performance-based equity awards determined based on (i) with respect to any completed performance periods or achieved performance measures, actual performance as of the termination date, and (ii) with respect to incomplete performance periods and performance measures, the target or 100% performance level. The Change in Control Plan contains a modified cutback provision whereby payments payable to an executive may be reduced if doing so would put the executive in a more advantageous after-tax provision than if payments were not reduced and the executive became subject to excise taxes under Section 4999 of the Code.
On August 2, 2023, Noble also adopted the Noble Corporation plc Executive Severance Plan (the “Severance Plan”), which provides severance payments and benefits to certain employees, including our named executive officers (other than William E. Turcotte), outside the context of a change in control. The Severance Plan provides an eligible participant with payments and benefits in the event of an involuntary termination without cause or, for certain employees including our eligible named executive officers, a termination due to good reason. In the event of such a qualifying termination under the Severance Plan, each executive would become entitled to receive, subject to the executive’s execution of a release of claims: (1) a lump sum cash payment equal to the sum of the executive’s base salary and target annual cash bonus multiplied by the multiple applicable for such executive’s role (i.e., 2.0 for our Chief Executive Officer and 1.0 for all other covered named
44


executive officers); (2) any unpaid annual cash bonus for the year preceding the year of termination; (3) a pro-rated annual cash bonus for the year of termination based on actual performance; (4) Noble-paid COBRA continuation coverage for up to 12 months following the date of termination; (5) reimbursement for up to $50,000 in outplacement services; (6) accelerated vesting of time-based equity awards; and (7) continued eligibility to vest in outstanding performance-based equity awards determined based on (i) with respect to any completed performance periods or achieved performance measures, actual performance, and (ii) with respect to incomplete performance periods and performance measures, actual performance over the full performance period and pro-rated based on the number of months the executive was employed during the applicable performance period.
The foregoing descriptions of the Change in Control Plan and the Severance Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the plans, which are filed as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q.10-Q and are incorporated herein by reference.

Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.
5645


Index to Exhibits
Exhibit
Number
Exhibit
2.1
2.2†
2.3†
2.4†
2.5†2.1†
2.62.2
2.7†
2.8^
3.1
10.14.1
10.1*^
10.2*^
10.3*
10.4*
10.5*
10.6†
10.2
10.3
57


Exhibit
Number
Exhibit
10.4
10.5
10.6*
10.7*
10.8*
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
58


Exhibit
Number
Exhibit
22.1
31.1
31.2
31.3
31.4
32.1+
32.2+
32.3+
32.4+
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
46


Exhibit
Number
Exhibit
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Management contract or compensatory plan or arrangement.
†    Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.
^    Certain personally identifiable information contained in this exhibit has been redacted pursuant to Item 601 (a)(6) of Regulation S-K.
+    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
59


*    Management contract or compensatory plan or arrangement.
6047


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Noble Corporation plc, a public limited company formed under the laws of England and Wales
 
/s/ Richard B. BarkerNovemberAugust 3, 20222023
Richard B. Barker
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date
/s/ Laura D. CampbellNovemberAugust 3, 20222023
Laura D. Campbell
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Date

Noble Finance Company, a Cayman Islands company
/s/ Richard B. BarkerNovember 3, 2022
Richard B. Barker
Director, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Date
/s/ Laura D. CampbellNovember 3, 2022
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
Date

6148