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: ~~September 30, 2023~~March 31, 2024


☐			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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per share	NE	New York Stock Exchange
Tranche 1 Warrants of Noble Corporation plc	NE WS	New York Stock Exchange
Tranche 2 Warrants of Noble Corporation plc	NE WSA	New York Stock Exchange

_____________________________________________________________________________________________

Indicate by check mark whether the 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 ☐

Indicate by check mark whether the 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). Yes ☑ No ☐

Indicate by check mark whether the 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.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

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 27, 2023:~~May 3, 2024: Noble Corporation plc - ~~141,054,074~~ 142,820,806

TABLE OF CONTENTS

Page

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023

Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September 30, 2023~~March 3 1 , 202 4 and ~~2022~~2023

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30, 2023~~March 3 1 , 202 4 and ~~2022~~2023

Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022~~2023

Condensed Consolidated Statements of Equity for the three months ended March 3 1 , 202 4 and ~~nine months ended September 30, 2023 and 2022~~2023

Notes to ~~Unaudited~~ Unaudited Condensed Consolidated Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2519

Item 3

Quantitative and Qualitative Disclosures about Market Risk

3929

Item 4

Controls and Procedures

PART II

Item 1

Item 1A

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5

Item 6

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)


			September 30, 2023		December 31, 2022
		March 31, 2024						March 31, 2024	December 31, 2023
ASSETS	ASSETS
Current assets	Current assets
Current assets
Current assets
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents		$	244,792	$	476,206
Accounts receivable, net	Accounts receivable, net		638,746		468,802
Taxes receivable	Taxes receivable		50,398		34,087
Prepaid expenses and other current assets	Prepaid expenses and other current assets		97,514		72,695
Total current assets	Total current assets		1,031,450		1,051,790
Intangible assets	Intangible assets		11,341		34,372
Property and equipment, at cost	Property and equipment, at cost		4,413,310		4,163,205
Accumulated depreciation	Accumulated depreciation		(399,005)		(181,904)
Property and equipment, net	Property and equipment, net		4,014,305		3,981,301
Goodwill			—		26,016

Other assets
Other assets
Other assets	Other assets		211,820		141,385
Total assets	Total assets		$	5,268,916	$	5,234,864
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Current liabilities	Current liabilities
Current maturities of long-term debt			$	—	$	159,715
Current liabilities
Current liabilities

Accounts payable

Accounts payable

Accounts payable	Accounts payable		281,266		290,690
Accrued payroll and related costs	Accrued payroll and related costs		88,953		76,185
Taxes payable	Taxes payable		66,149		56,986
Interest payable	Interest payable		22,399		9,509
Other current liabilities	Other current liabilities		57,062		74,013
Total current liabilities	Total current liabilities		515,829		667,098
Long-term debt	Long-term debt		585,791		513,055
Deferred income taxes	Deferred income taxes		9,174		9,335
Noncurrent contract liabilities	Noncurrent contract liabilities		63,312		181,883
Other liabilities	Other liabilities		261,810		256,408
Total liabilities	Total liabilities		1,435,916		1,627,779
Commitments and contingencies (Note 12)
Commitments and contingencies (Note 9)							Commitments and contingencies (Note 9)
Shareholders’ equity	Shareholders’ equity
Common stock, $0.00001 par value; 141,046,102 and 134,680,941 ordinary shares outstanding as of September 30, 2023 and December 31, 2022, respectively			1		1
Common stock, $0.00001 par value; 142,816,359 and 140,773,750 ordinary shares outstanding as of March 31, 2024, and December 31, 2023, respectively
Common stock, $0.00001 par value; 142,816,359 and 140,773,750 ordinary shares outstanding as of March 31, 2024, and December 31, 2023, respectively
Common stock, $0.00001 par value; 142,816,359 and 140,773,750 ordinary shares outstanding as of March 31, 2024, and December 31, 2023, respectively
Additional paid-in capital	Additional paid-in capital		3,367,109		3,347,507
Retained earnings	Retained earnings		464,453		255,930
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)		1,437		3,647
Total shareholders’ equity	Total shareholders’ equity		3,833,000		3,607,085
Total liabilities and equity	Total liabilities and equity		$	5,268,916	$	5,234,864

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Operating revenues
Operating revenues
Operating revenues
Contract drilling services
Contract drilling services
Contract drilling services
Reimbursables and other
Reimbursables and other
Reimbursables and other
		637,084
		637,084
		637,084
Operating costs and expenses
Operating costs and expenses
Operating costs and expenses
Contract drilling services
Contract drilling services
Contract drilling services
Reimbursables
Reimbursables
Reimbursables
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
General and administrative
General and administrative
General and administrative
Merger and integration costs
Merger and integration costs
Merger and integration costs

Hurricane losses and (recoveries), net

Hurricane losses and (recoveries), net

Hurricane losses and (recoveries), net
		529,537
		529,537
		529,537
Operating income (loss)
Operating income (loss)
Operating income (loss)
Other income (expense)
Other income (expense)
Other income (expense)
Interest expense, net of amounts capitalized
Interest expense, net of amounts capitalized
Interest expense, net of amounts capitalized

Interest income and other, net
		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
Operating revenues
Contract drilling services		$	671,004	$	289,494	$	1,852,474	$	746,992
Reimbursables and other		26,446		16,378		93,565		44,263
Interest income and other, net
		697,450		305,872		1,946,039		791,255
Operating costs and expenses
Contract drilling services		354,199		186,482		1,078,521		530,710
Reimbursables		16,682		13,284		67,484		37,095
Depreciation and amortization		77,146		24,868		218,412		77,109
General and administrative		33,039		18,089		95,428		52,300
Merger and integration costs		12,966		9,338		47,049		27,916
(Gain) loss on sale of operating assets, net		—		354		—		(3,105)
Hurricane losses and (recoveries), net		2,642		1,896		22,120		4,701
		496,674		254,311		1,529,014		726,726
Operating income (loss)		200,776		51,561		417,025		64,529
Other income (expense)
Interest expense, net of amounts capitalized		(13,005)		(7,943)		(44,539)		(23,338)
Gain on bargain purchase		5,005		—		5,005		—
Gain (loss) on extinguishment of debt, net		—		(196)		(26,397)		(196)
Interest income and other, net	Interest income and other, net	17,206		3,235		16,292		4,766
Income (loss) before income taxes	Income (loss) before income taxes	209,982		46,657		367,386		45,761
Income (loss) before income taxes
Income (loss) before income taxes
Income tax benefit (provision)	Income tax benefit (provision)	(51,659)		(13,072)		(35,184)		(11,775)
Income tax benefit (provision)
Income tax benefit (provision)
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)	$	158,323	$	33,585	$	332,202	$	33,986

Per share data	Per share data

Per share data

Per share data
Basic:
Basic:
Basic:	Basic:
Net income (loss)	Net income (loss)	$	1.14	$	0.48	$	2.42	$	0.49
Net income (loss)
Net income (loss)
Diluted:
Diluted:
Diluted:	Diluted:
Net income (loss)	Net income (loss)	$	1.09	$	0.41	$	2.29	$	0.42
Net income (loss)
Net income (loss)

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net income (loss)	Net income (loss)	158,323		33,585		332,202		33,986
Net income (loss)
Net income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income (loss)	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 $3 for the three months ended September 30, 2023 and 2022, respectively, and $2,436 and $3 for the nine months ended September 30, 2023 and 2022, respectively		(65)		(1,230)		(2,210)		(2,817)
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 $2,436 for the three months ended March 31, 2024 and 2023, respectively

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 $2,436 for the three months ended March 31, 2024 and 2023, respectively

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 $2,436 for the three months ended March 31, 2024 and 2023, respectively

Other comprehensive income (loss), net

Other comprehensive income (loss), net

Other comprehensive income (loss), net	Other comprehensive income (loss), net	(65)		(1,230)		(2,210)		(2,817)
Comprehensive income (loss)	Comprehensive income (loss)	$	158,258	$	32,355	$	329,992	$	31,169
Comprehensive income (loss)
Comprehensive income (loss)

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Three Months Ended March 31,						Three Months Ended March 31,
		2024					2024		2023
Cash flows from operating activities
Net income (loss)
Net income (loss)
Net income (loss)
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization
Amortization of intangible assets and contract liabilities, net

			Nine Months Ended September 30,
			2023		2022
Cash flows from operating activities
Net income (loss)			$	332,202	$	33,986
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization			218,412		77,109
Amortization of intangible assets and contract liabilities, net			(95,540)		36,525
Gain on bargain purchase			(5,005)		—
(Gain) loss on extinguishment of debt, net			26,397		196
(Gain) loss on sale of operating assets, net			—		(6,767)
Deferred income taxes

Deferred income taxes

Deferred income taxes	Deferred income taxes		(42,445)		(22,081)
Amortization of share-based compensation	Amortization of share-based compensation		28,058		20,907
Other costs, net	Other costs, net		7,248		(4,334)
Changes in components of working capital and other operating activities
Changes in components of working capital and other operating activities:
Change in taxes receivable
Change in taxes receivable
Change in taxes receivable	Change in taxes receivable		(17,927)		118
Net changes in other operating assets and liabilities	Net changes in other operating assets and liabilities		(164,552)		(25,853)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities		286,848		109,806
Cash flows from investing activities	Cash flows from investing activities
Capital expenditures	Capital expenditures		(268,131)		(109,235)
Proceeds from disposal of assets, net			—		15,756
Capital expenditures
Capital expenditures

Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities		(268,131)		(93,479)
Cash flows from financing activities	Cash flows from financing activities
Issuance of debt			600,000		—
Borrowings on credit facilities			—		220,000

Repayments of debt	Repayments of debt		(673,411)		(1,828)
Debt extinguishment costs			(25,697)		—
Debt issuance costs			(24,914)		—

Repayments of debt

Repayments of debt

Warrants exercised

Warrants exercised

Warrants exercised	Warrants exercised		156		784
Share repurchases	Share repurchases		(80,000)		—
Dividend payments	Dividend payments		(42,369)		—
Taxes withheld on employee stock transactions	Taxes withheld on employee stock transactions		(8,612)		(4,926)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities		(254,847)		214,030
Net increase (decrease) in cash, cash equivalents and restricted cash			(236,130)		230,357
Cash, cash equivalents and restricted cash, beginning of period			485,707		196,722
Cash, cash equivalents and restricted cash, end of period			$	249,577	$	427,079
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of period
Cash, cash equivalents, and restricted cash, end of period

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


	Shares
	Shares
	Shares
	Balance
	Balance
	Balance
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023
Employee related equity activity
Employee related equity activity
Employee related equity activity
Amortization of share-based compensation
Amortization of share-based compensation
Amortization of share-based compensation
Issuance of share-based compensation shares
Issuance of share-based compensation shares
Issuance of share-based compensation shares
Shares withheld for taxes on equity transactions
Shares withheld for taxes on equity transactions
Shares withheld for taxes on equity transactions
Warrants exercised
Warrants exercised
Warrants exercised

Dividends

Dividends

Dividends
Net income (loss)
Net income (loss)
Net income (loss)
Other comprehensive income (loss), net
Other comprehensive income (loss), net
Other comprehensive income (loss), net
Balance at March 31, 2024
Balance at March 31, 2024
Balance at March 31, 2024

	Shares			Additional Paid-in Capital				Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)				Total Equity
	Balance	Par Value
Balance at June 30, 2023	137,084	$	1			$	3,358,108					$	359,809			$	1,502	$	3,719,420
Employee related equity activity
Amortization of share-based compensation	—	—		9,204				—		—				9,204
Issuance of share-based compensation shares	15	—		—				—		—				—
Shares withheld for taxes on equity transactions	—	—		(257)				—		—				(257)
Warrants exercised	4,144	—		54				—		—				54
Share repurchases	(197)	—		—				(10,000)		—				(10,000)
Dividend payments	—	—		—				(43,679)		—				(43,679)
Net income (loss)	—	—		—				158,323		—				158,323
Other comprehensive income (loss), net	—	—		—				—		(65)				(65)
Balance at September 30, 2023	141,046	$	1	$	3,367,109			$	464,453	$	1,437			$	3,833,000

Balance at December 31, 2022	134,681	$	1	$	3,347,507			$	255,930	$	3,647			$	3,607,085
Employee related equity activity
Amortization of share-based compensation	—	—		28,058				—		—				28,058
Issuance of share-based compensation shares	462	—		—				—		—				—
Shares withheld for taxes on equity transactions	—	—		(8,612)				—		—				(8,612)
Warrants exercised	7,920	—		156				—		—				156
Share repurchases	(2,017)	—		—				(80,000)		—				(80,000)
Dividend payments	—	—		—				(43,679)		—				(43,679)
Net income (loss)	—	—		—				332,202		—				332,202
Other comprehensive income (loss), net	—	—		—				—		(2,210)				(2,210)
Balance at September 30, 2023	141,046	$	1	$	3,367,109			$	464,453	$	1,437			$	3,833,000

See accompanying notes to the unaudited condensed consolidated financial statements.

NOBLE CORPORATION plc AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

(In thousands)

(Unaudited)


			Shares			Additional Paid-in Capital				Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Equity
			Balance	Par Value
Balance at June 30, 2022			67,050	$	1			$	1,402,608			$	102,383	$	3,802	$	1,508,794
		Shares																Shares	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)	Total Equity
		Balance
Balance at December 31, 2022
Balance at December 31, 2022
Balance at December 31, 2022
Employee related equity activity	Employee related equity activity
Amortization of share-based compensation	Amortization of share-based compensation		—	—		7,068				—		—		7,068

Warrants exercised			3,304	—		344				—		—		344

Net income (loss)			—	—		—				33,585		—		33,585
Other comprehensive income (loss), net			—	—		—				—		(1,230)		(1,230)
Balance at September 30, 2022			70,354	$	1	$	1,410,020			$	135,968	$	2,572	$	1,548,561

Balance at December 31, 2021			60,172	$	1	$	1,393,255			$	101,982	$	5,389	$	1,500,627
Employee related equity activity
Amortization of share-based compensation
Amortization of share-based compensation	Amortization of share-based compensation		—	—		20,907				—		—		20,907
Issuance of share-based compensation shares	Issuance of share-based compensation shares		365	—		—				—		—		—
Shares withheld for taxes on equity transactions	Shares withheld for taxes on equity transactions		—	—		(4,926)				—		—		(4,926)
Warrants exercised	Warrants exercised		9,817	—		784				—		—		784
Share repurchases

Net income (loss)
Net income (loss)
Net income (loss)
Other comprehensive income (loss), net
Balance at March 31, 2023

Net income (loss)			—	—		—				33,986		—		33,986
Other comprehensive income (loss), net			—	—		—				—		(2,817)		(2,817)
Balance at September 30, 2022			70,354	$	1	$	1,410,020			$	135,968	$	2,572	$	1,548,561

See accompanying notes to the unaudited condensed consolidated financial statements.

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 1—1 — Organization and Basis of Presentation

Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”), 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 ~~September 30, 2023,~~the filing date of this report, our fleet of 3231 drilling rigs consisted of 1918 floaters and 13 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.

In September 2022, as a result of the Merger (as defined herein), Noble became the successor issuer to 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 amended (the “Exchange Act”). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.

The accompanying unaudited condensed consolidated financial statements of Noble have been prepared pursuant to the rules and regulations of 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, ~~2022~~2023, Condensed Consolidated Balance Sheet presented herein is derived from the December 31, ~~2022~~2023, audited consolidated financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Note ~~2— Acquisitions~~2 — Accounting Pronouncements

~~Business Combination with Maersk Drilling~~

Accounting Standards Adopted

~~On September 30, 2022 (the “Merger Effective Date”~~

There have been no new accounting standards adopted during the current quarter.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 ("ASU 2023-09"), ~~pursuant~~Income Taxes (Topic 740): Improvements to ~~a Business Combination Agreement, dated November 10, 2021 (as amended,~~Income Tax Disclosures, which requires, among other things, the ~~“Business Combination Agreement”), by~~following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative 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 resultquantitative thresholds, (ii) disclosure of the ~~Merger, Noble became~~nature, effect, and underlying causes of each individual reconciling item disclosed in the ~~ultimate parent~~rate reconciliation and the judgment used in categorizing them if not otherwise evident, and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold. The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of ~~Noble Cayman and its respective subsidiaries.~~the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of this pronouncement.

~~On October 3, 2022 (the “Closing Date”~~In November 2023, the FASB issued ASU No. 2023-07 ("ASU 2023-07"), ~~pursuant~~Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided 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”chief operating decision maker ("CODM") and ~~because Noble acquired more than 90%~~included in a segment's reported measure of profit or loss, (ii) disclosure of the ~~issued~~amount and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble redeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the electiondescription of the ~~holder, either A ordinary shares, par value $0.00001 per share,~~composition of ~~Noble (“Ordinary Shares”)~~other segment items, as defined in ASU 2023-07, by reportable segment, and (iii) reporting the disclosures about each reportable segment's profit or ~~cash (or,~~loss and assets on an annual and interim basis. The provisions of ASU 2023-07 are effective for ~~those holders that did not make an election, only cash), under Danish law by way~~fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024; early adoption is permitted. The Company continues to evaluate the potential impact of a compulsory purchase (the “Compulsory Purchase”), which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble.this pronouncement.

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)

Under the acquisition method of accounting, the assets and liabilities of Maersk Drilling and its subsidiaries were 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 legacy Maersk Drilling restricted stock unit awards. The process for recording the purchase price allocation was completed as of September 30, 2023. The Business Combination resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $5.0 million and is shown as a gain on bargain purchase on Noble’s Condensed Consolidated Statement of Operations. Management reviewed the Maersk Drilling assets acquired and liabilities assumed as well as the assumptions utilized in estimating their fair values. Upon completion of our assessment, the Company concluded that recording a gain on bargain purchase was appropriate and required under US GAAP.

~~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)~~

Determining the fair value of the assets and liabilities of Maersk Drilling required judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of Maersk Drilling’s offshore drilling units and other related tangible assets, and the valuation of drilling contracts and other intangibles. The following table represents the allocation of the total purchase price of Maersk Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Closing Date.


~~Purchase price consideration:~~
~~Fair value of Noble shares transferred to legacy Maersk Drilling shareholders~~	$	~~1,793,351~~
~~Cash paid to legacy Maersk Drilling shareholders~~	~~887~~
~~Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price~~	~~6,780~~
~~Deal Completion Bonus~~	~~6,177~~
~~Fair Value of Compulsory Purchase~~	~~193,678~~
~~Total purchase price consideration~~	$	~~2,000,873~~

~~Assets acquired:~~
~~Cash and cash equivalents~~	$	~~172,205~~
~~Accounts receivable, net~~	~~250,251~~
~~Taxes receivable~~ ~~(1)~~	~~18,987~~
~~Prepaid expenses and other current assets~~ ~~(1)~~	~~43,168~~
~~Total current assets~~	~~484,611~~
~~Intangible assets~~	~~22,991~~
~~Property, plant and equipment, net~~	~~2,756,096~~
~~Other assets~~ ~~(1)~~	~~94,882~~
~~Total assets acquired~~	~~3,358,580~~
~~Liabilities assumed:~~
~~Current maturities of long-term debt~~	~~129,130~~
~~Accounts payable~~	~~130,273~~
~~Accrued payroll and related costs~~ ~~(1)~~	~~23,884~~
~~Taxes payable~~ ~~(1)~~	~~29,219~~
~~Interest payable~~	~~800~~
~~Other current liabilities~~ ~~(1)~~	~~44,253~~
~~Total current liabilities~~	~~357,559~~
~~Long-term debt~~	~~596,692~~
~~Deferred income taxes~~	~~4,071~~
~~Noncurrent contract liabilities~~	~~237,703~~
~~Other liabilities~~ ~~(1)~~	~~156,677~~
~~Total liabilities assumed~~	~~1,352,702~~
~~Net assets acquired~~	~~2,005,878~~
~~Gain on bargain purchase~~ ~~(1)~~	~~(5,005)~~
~~Purchase price consideration~~	$	~~2,000,873~~

~~(1)~~During the nine months ended September 30, 2023, the Company recorded tax adjustments, which resulted in a net decrease to current taxes receivable and current taxes payable of $1.6 million and $9.0 million, respectively, a net increase to deferred tax assets of $25.2 million, a net increase to other current liabilities of $3.0 million, a net increase to reserves for uncertain tax positions of $13.1 million, and a net decrease to other tax liabilities of 14.6 million. Other adjustments were made to remeasure certain payroll tax related balances. As a result of the

~~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)~~

~~aforementioned adjustments, initial goodwill recognized on the purchase was revised to a gain on bargain purchase.~~

~~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~~

~~There have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our unaudited condensed consolidated financial statements.~~

~~Note 4—~~3 — Income (Loss) Per Share

The following table presents the computation of basic and diluted income (loss) per share:


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Numerator:
Numerator:
Numerator:
		Three Months Ended September 30,				Nine Months Ended September 30,
Net income (loss)
		2023		2022		2023		2022
Numerator:
Net income (loss)

Net income (loss)	Net income (loss)	$	158,323	$	33,585	$	332,202	$	33,986

Denominator:	Denominator:

Denominator:

Denominator:
Weighted average shares outstanding – basic
Weighted average shares outstanding – basic
Weighted average shares outstanding – basic	Weighted average shares outstanding – basic	139,400		70,318		137,478		69,260
Dilutive effect of share-based awards	Dilutive effect of share-based awards	3,204		3,388		3,204		3,388
Dilutive effect of share-based awards
Dilutive effect of share-based awards
Dilutive effect of warrants
Dilutive effect of warrants
Dilutive effect of warrants	Dilutive effect of warrants	3,117		8,220		4,339		8,718
Weighted average shares outstanding – diluted	Weighted average shares outstanding – diluted	145,721		81,926		145,021		81,366
Weighted average shares outstanding – diluted
Weighted average shares outstanding – diluted
Per share data
Per share data
Per share data	Per share data
Basic	Basic
Basic
Basic
Net income (loss)
Net income (loss)
Net income (loss)	Net income (loss)	$	1.14	$	0.48	$	2.42	$	0.49
Diluted	Diluted
Diluted
Diluted
Net income (loss)	Net income (loss)	$	1.09	$	0.41	$	2.29	$	0.42
Net income (loss)
Net income (loss)

Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
		Three Months Ended September 30,		Nine Months Ended September 30,
Warrants (1)
		2023	2022	2023	2022
Share-based awards		—	—	—	—
Warrants (1)	Warrants (1)	2,774	2,774	2,774	2,774

Warrants (1)

(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,~~Treasury Stock Method, adjusted for mandatory exercise provisions under the warrant agreements, if applicable.

Share Capital

As of ~~September 30, 2023,~~March 31, 2024, Noble had approximately ~~141.0~~142.8 million A ordinary shares, par value $0.00001 per share (“Ordinary ~~Shares~~Shares”) outstanding as compared to approximately ~~134.7~~140.8 million Ordinary Shares outstanding at December 31, ~~2022.~~2023. In addition, as of ~~September 30, 2023,~~March 31, 2024, 1.1 million Tranche 1 Warrants, 1.1 million Tranche 2 Warrants, and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 0.4 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan.

Our most recent quarterly dividend payment to shareholders, totaling approximately $59.4 million (or $0.40 per share), was declared on February 22, 2024, and paid on March 21, 2024, to shareholders of record at close of business on March 08, 2024.

The declaration and payment of dividends require authorization of the Board of Directors, provided that such dividends on issued share capital may be paid only out of the Company’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law. The Company is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board.

1210

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)

1.1 million Tranche 1 Warrants, 1.2 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 Noble Corporation plc 2022 Long-Term Incentive Plan.

Our most recent quarterly dividend payment to shareholders, totaling approximately $42.4 million (or $0.30 per share), was declared on July 11, 2023, and paid on September 14, 2023, to shareholders of record at close of business on August 17, 2023.

The declaration and payment of dividends 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 is not permitted to pay dividends out of share capital, which includes share premium. The payment of future dividends will 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 Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” inpursuant to a ~~plan~~contract approved by shareholders. Such purchases may be ~~made~~paid for only out of Noble’s “distributable reserves” ~~on its~~as determined by reference to relevant statutory ~~balance sheet~~accounts in accordance with ~~applicable~~ law. As of the date of this report, we have shareholder authority to 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~~20,601,161 Ordinary Shares). During the three ~~and nine~~ months ended ~~September 30, 2023, respectively,~~March 31, 2024, we repurchased ~~0.2 million and 2.0 million~~none of our Ordinary Shares. During the three months ended March 31, 2023, we repurchased 270,098 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.

Warrants

The tranche 1 warrants (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 (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 (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant.

Note 5—4 — Property and Equipment

Property and equipment, at cost, for Noble consisted of the following:


			September 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Drilling equipment and facilities	Drilling equipment and facilities		$	4,231,251	$	3,997,498
Construction in progress	Construction in progress		142,265		123,911
Other	Other		39,794		41,796
Property and equipment, at cost	Property and equipment, at cost		$	4,413,310	$	4,163,205

Capital ~~expenditures,~~additions, including capitalized interest, during the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ totaled ~~$88.6~~$114.9 million and ~~$40.8~~$54.9 million, ~~respectively, and totaled $259.4 million and $116.9 million during the nine months ended September 30, 2023 and 2022,~~ respectively.

As of ~~September 30,~~March 31, 2024 and December 31, 2023, the rig Noble Explorer~~and a warehouse in Brazil~~ qualified as held for sale and ~~were~~was included in “Other assets” on our Condensed Consolidated Balance Sheet at ~~their~~its carrying ~~values~~value of $3.4 ~~million and $1.7 million, respectively.~~

~~During~~million. On April 26, 2024, we closed the ~~first quarter~~sale of ~~2022, we sold~~ the Noble ~~Clyde Boudreaux~~Explorer ~~for total net proceeds of $14.2 million, resulting in a gain of $6.8 million, which was offset by additional costs related to the sale of rigs in Saudi Arabia in 2021.~~.

~~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 6—5 — Debt

Amended and Restated Senior Secured Revolving Credit Agreement

OnIn April ~~18,~~ 2023, ~~certain subsidiaries of~~ Noble ~~amended and restated~~entered into the ~~senior secured credit facility, dated February 5, 2021, by entering 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”), Noble International Finance Company, ~~(“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.~~trustee (the 2023 Revolving Credit Agreement and the facility thereunder, the “2023 Revolving Credit Facility”). The 2023 Revolving Credit Facility provides for commitments of ~~$550~~$550.0 million with maturity in 2028. The guarantors (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 ~~September 30, 2023,~~March 31, 2024, we had no ~~loans~~borrowings outstanding and ~~$5.4~~$23.2 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 NYFRB Rate (as defined in the 2023 Revolving Credit Agreement) plus 1/2 of 1%, and (z) the one-month Term SOFR Rate plus 0.10% plus 1%. The applicable margin is initially 2.75% per annum for Term SOFR Rate loans and 1.75% per annum for base rate loans and will range based on the Consolidated Total Net Leverage Ratio (as defined in the 2023 Revolving Credit 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 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 a quarterly commitment fee 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 Facility is subject to the satisfaction of certain conditions, including that, after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of Available Cash (as defined in the 2023 Revolving Credit Agreement) would not exceed $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 $250 million at the end of any month is also required to be applied 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.

~~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)~~

~~The 2023 Revolving Credit Agreement obligates Noble Finance II and its restricted subsidiaries to comply with the following financial covenants:~~

•~~as of the last day of each fiscal quarter, the Interest Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) is not permitted to be less than 2.50 to 1.00; and~~

•~~as of the last day of each fiscal quarter, the Consolidated Total Net Leverage Ratio is not permitted to be greater than 3.00 to 1.00.~~

The 2023 Revolving Credit 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 be declared due and payable immediately and all commitments thereunder to be terminated.

8.000% Senior Notes due 2030

OnIn April ~~18,~~ 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued the $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,~~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.

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)

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 2030 Notes at a redemption price of 108% of the principal amount of the 2030 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant 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 of the 2030 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, to, but 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 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 indenture governing the 2030 Notes contain customary covenants and events of default.~~

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 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 Noble Finance II are the same as the information presented for Noble in all material ~~respects, with the exception of operating income (loss) and gain (loss) on extinguishment of debt.~~respects. For the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, Noble Finance II’s operating income (loss) was ~~$14.2~~$10.9 million ~~and $43.2 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.

~~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)~~

Second Lien Notes

On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, among the Debtors and the backstop parties thereto, Noble Cayman and Noble Finance Company ~~(“Finco”)~~ consummated ~~a rights offering~~the Rights Offering of ~~senior secured second lien notes (the “Second~~the Second Lien ~~Notes”)~~Notes and associated Noble Cayman Shares at an aggregate subscription price of $200.0 million.

On April 18, 2023, we redeemed the remaining balance of 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~~On October 3, 2022 (the Closing Date”) the merger, pursuant to a Business Combination ~~with~~ Agreement, dated November 10, 2021, as amended (the “Business Combination”) by and among Noble, the Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk ~~Drilling,~~Drilling”) and the other parties thereto, became effective and Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intragroup charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”).

and on December 22, 2022, it was terminated and replaced with the New DNB Credit Facility. 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~~DSF Credit 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~~and it was repaid in full on February 23, 2023, using cash on hand.

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 fair ~~value~~values of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates. ~~All remaining fair value disclosures~~

NOBLE CORPORATION plc AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar and share amounts in tables are ~~presented~~ in ~~“Note 10— Fair Value of Financial Instruments.”~~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:


		March 31, 2024										March 31, 2024			December 31, 2023
		Carrying Value									Carrying Value		Estimated Fair Value	Carrying Value		Estimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030
8.000% Senior Notes due April 2030
8.000% Senior Notes due April 2030

Credit facility
Credit facility
Credit facility
Amended and Restated Senior Secured Revolving Credit Facility matures April 2028
Amended and Restated Senior Secured Revolving Credit Facility matures April 2028
Amended and Restated Senior Secured Revolving Credit Facility matures April 2028

			September 30, 2023				December 31, 2022
			Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Senior secured notes
8.000% Senior Notes due April 2030			$	585,791	$	609,006	$	—	$	—
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 debt

Total debt

Total debt	Total debt		585,791		609,006		672,770		692,068
Less: Current maturities of long-term debt	Less: Current maturities of long-term debt		—		—		159,715		—
Long-term debt	Long-term debt		$	585,791	$	609,006	$	513,055	$	692,068

~~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 7—6 — Revenue and Customers

Disaggregation of Revenue

The following table provides information about contract drilling services revenue by rig types:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Floaters
Floaters
Floaters	Floaters	$	549,130	$	217,923	$	1,519,346	561,826
Jackups	Jackups	121,874		71,571		333,128		185,166
Jackups
Jackups
Total	Total	$	671,004	$	289,494	$	1,852,474	$	746,992
Total
Total

Contract Balances

Accounts receivable are recognized when the right to the consideration becomes unconditional based upon contractual 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. 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,” respectively.

The following table provides information about contract assets and contract liabilities from contracts with customers:


			September 30, 2023		December 31, 2022
		March 31, 2024					March 31, 2024	December 31, 2023
Current customer contract assets	Current customer contract assets		$	2,824	$	11,169
Noncurrent customer contract assets	Noncurrent customer contract assets		347		368
Total customer contract assets	Total customer contract assets		3,171		11,537

Current deferred revenue	Current deferred revenue		(19,160)		(40,214)
Current deferred revenue
Current deferred revenue
Noncurrent deferred revenue	Noncurrent deferred revenue		(14,403)		(19,583)
Total deferred revenue	Total deferred revenue		$	(33,563)	$	(59,797)

1713

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)

Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ are as follows:


		Contract Assets					Contract Assets	Contract Liabilities
Net balance at December 31, 2023
			Contract Assets		Contract Liabilities
Net balance at December 31, 2022			$	11,537	$	(59,797)

Amortization of deferred costs
Amortization of deferred costs
Amortization of deferred costs	Amortization of deferred costs		(21,722)		—
Additions to deferred costs	Additions to deferred costs		13,356		—
Amortization of deferred revenue	Amortization of deferred revenue		—		62,125
Additions to deferred revenue	Additions to deferred revenue		—		(35,891)
Total	Total		(8,366)		26,234

Net balance at September 30, 2023			$	3,171	$	(33,563)
Net balance at March 31, 2024
Net balance at March 31, 2024
Net balance at March 31, 2024

Net balance at December 31, 2021			$	5,744	$	(27,755)
Net balance at December 31, 2022
Net balance at December 31, 2022
Net balance at December 31, 2022

Amortization of deferred costs
Amortization of deferred costs
Amortization of deferred costs	Amortization of deferred costs		(17,793)		—
Additions to deferred costs	Additions to deferred costs		28,561		—
Amortization of deferred revenue	Amortization of deferred revenue		—		37,942
Additions to deferred revenue	Additions to deferred revenue		—		(71,489)
Reclassification to held for sale			(8,584)		20,002

Total
Total
Total	Total		2,184		(13,545)

Net balance at September 30, 2022			$	7,928	$	(41,300)
Net balance at March 31, 2023
Net balance at March 31, 2023
Net balance at March 31, 2023

Contract Costs

Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations.

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 $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 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.

1814

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)

Unfavorable contracts Favorable
contracts
Balance at December 31, 2022 $ (181,883) $ 34,372
Additions — —
Amortization 118,571 (23,031)
Balance at September 30, 2023 $ (63,312) $ 11,341
Balance at December 31, 2021 $ — $ 61,849
Additions — —
Amortization — (36,526)
Balance at September 30, 2022 $ — $ 25,323


	Unfavorable contracts		Favorable contracts
Balance at December 31, 2023	$	(50,863)	$	10,128

Amortization	23,114		(2,761)
Balance at March 31, 2024	$	(27,749)	$	7,367

Balance at December 31, 2022	$	(181,883)	$	34,372

Amortization	60,689		(6,961)
Balance at March 31, 2023	$	(121,194)	$	27,411

Estimated future amortization over the expected remaining contract periods:


			For the Years Ended December 31,
			2023		2024		2025		Total
			For the Year Ended December 31,
			For the Year Ended December 31,
			For the Year Ended December 31,
		2024									2024	Total
Unfavorable contracts	Unfavorable contracts		$	14,665	$	40,439	$	8,208	$	63,312
Favorable contracts	Favorable contracts		—		(8,891)		(2,450)		(11,341)
Total	Total		$	14,665	$	31,548	$	5,758	$	51,971

Note 8—7 — Income Taxes

At ~~September 30, 2023,~~March 31, 2024, the Company had deferred tax assets of ~~$166.2~~$209.5 million, net of valuation allowance. Additionally, the Company also had deferred tax liabilities of ~~$9.2~~$10.3 million, inclusive of a valuation allowance of ~~$19.2~~$18.8 million.

During the three months ended ~~September 30, 2023,~~March 31, 2024, the Company recognized additional discrete deferred tax benefits of ~~$17.2~~$18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, ~~Norway,~~Nigeria, Switzerland, and Luxembourg.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, the Company recognized additional ~~discrete~~ deferred tax benefits of ~~$80.8 million, $18.1 million, $10.5~~$44.0 million and ~~$4.1~~$6.1 million in Guyana ~~Luxembourg,~~and Switzerland, respectively, and ~~Norway, respectively.~~recognized a $4.5 million deferred tax expense adjustment in Luxembourg.

In deriving the above net deferred tax benefits, 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 relevant 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. 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 ~~September 30, 2023,~~March 31, 2024, the reserves for uncertain tax positions totaled ~~$192.2~~$181.2 million (net of related tax benefits of $0.1 million). At December 31, ~~2022,~~2023, the reserves for uncertain tax positions totaled ~~$175.9~~$202.3 million (net of related tax benefits of ~~$0.3~~$0.1 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 three months ended ~~September 30, 2023,~~March 31, 2024, our tax provision included tax benefits of ~~$17.2~~$18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, ~~Norway,~~Nigeria, Switzerland, and Luxembourg and a tax benefit of ~~$2.0~~$3.2 million related to a ~~foreign~~release of an uncertain tax ~~credit refund.~~position. Such tax benefits are offset by tax expenses related to new uncertain tax positions of $10.1 million and recurring quarterly accruals of $1.4 million in various countries.

1915

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)

~~expenses related~~The OECD, which represents a coalition of member countries, issued various white papers addressing Tax Base Erosion and Jurisdictional Profit Shifting. The recommendations in these white papers are generally aimed at combating what they believe is tax avoidance. Numerous jurisdictions in which we operate have been influenced by these white papers as well as other factors and are increasingly active in evaluating changes to ~~contract fair value amortization~~their tax laws. In addition, the OECD has advanced reforms focused on global profit allocation and implementing a global minimum tax rate of ~~$7.4 million~~at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” On October 8, 2021, the OECD announced an accord endorsing and ~~various recurring quarterly accruals~~providing an implementation plan for Pillar Two agreed upon by 136 nations. On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of ~~$63.5 million primarily in Guyana, Australia, Denmark,~~the plan by January 1, 2024. Numerous countries, including the UK, have enacted legislation implementing Pillar Two effective January 1, 2024. While we continue to review additional guidance and ~~Luxembourg.~~

During the nine months ended September 30, 2023, our tax provision included tax benefits of $113.5 million related to releases of valuation allowance for deferred tax benefits in Guyana, Luxembourg, Norway, and Switzerland, a tax benefit of $6.8 million related to a Ghana uncertain tax position release, and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $16.3 million, and various recurring quarterly accruals of $131.3 million primarily in Guyana, Australia, Denmark, 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 through September 30, 2023, Noble has recognized tax contribution payments of approximately $20.0 million under this arrangement related to the period beginning with the Merger. Approximately $18.0 million of such payments is included in “Interest income and other, net” and approximately $2.0 million is recordedregulations as ~~a tax benefit on our Condensed Consolidated Statements of Operations.~~

~~The Finance (No 2) Act 2023, which includes the UK’s introduction of Pillar 2, received Royal Assent on July 11, 2023. We are continuing to evaluate the impact of this legislation, but~~they become available, we do not currently believe the ~~implications should have~~impact of this legislation will result in a material adverse effect on ~~the Company’s unaudited condensed~~our consolidated financial statements.

Note 9—8 — Employee Benefit Plans

Pension costs (gain) include the following components for the three months ended ~~September 30, 2023~~March 31, 2024 and ~~2022:~~2023:


			Three Months Ended September 30,
			2023				2022
			Non-US		US		Non-US		US
		Three Months Ended March 31,												Three Months Ended March 31,
		2024										2024			2023
		Non-US									Non-US		US	Non-US		US
Interest cost	Interest cost		$	508	$	2,248	$	272	$	1,688
Return on plan assets	Return on plan assets		(433)		(2,394)		(316)		(3,145)
Recognized net actuarial (gain) loss	Recognized net actuarial (gain) loss		54		(58)		—		(5)
Net pension benefit cost (gain)	Net pension benefit cost (gain)		$	129	$	(204)	$	(44)	$	(1,462)

			Nine Months Ended September 30,
			2023				2022
			Non-US		US		Non-US		US
Interest cost			$	1,632	$	6,744	893		5,064
Return on plan assets			(1,392)		(7,184)		(1,039)		(9,435)
Recognized net actuarial (gain) loss			176		(173)		—		(15)
Net pension benefit cost (gain)			$	416	$	(613)	$	(146)	$	(4,386)

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 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 the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022.~~2023.

2016

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 ~~10— 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:~~

September 30, 2023
Estimated Fair Value Measurements
Carrying Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)
Assets
Foreign currency forward contracts $ 117 $ — $ 117 $ —
Liabilities
Foreign currency forward contracts $ 708 $ — $ 708 $ —

December 31, 2022
Estimated Fair Value Measurements
Carrying Amount Quoted 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 short-term by nature. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value.

~~Note 11— 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 nine months ended September 30, 2022.

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. 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 nine months ended September 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 speculative 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” on our Condensed Consolidated Statements of Operations.

~~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)~~

~~The following tables summarize notional value of currency derivative contracts as of September 30, 2023 and December 31, 2022:~~

September 30, 2023 December 31, 2022
Foreign Currency USD Equivalent Foreign Currency USD Equivalent
DKK to USD 88,571 12,843 484,593 68,840
AUD to USD 10,373 7,156 51,139 35,257
GBP to USD 1,957 2,401 9,083 10,922

~~The following gains (losses) from derivative instruments were recognized on our Condensed Consolidated Statements of Operations:~~

Derivative Instrument Description Three Months Ended
September 30, 2023 Nine Months Ended
September 30, 2023
Foreign currency forward contracts Realized gain (loss) 363 826
Foreign currency forward contracts Unrealized gain (loss) (984) (1,889)

~~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—~~9 — Commitments and Contingencies

Tax Matters

Audit claims of approximately ~~$327.8~~$86.0 million attributable to income and other business taxes remain outstanding and are under continued objection by Noble. Such audit claims are attributable to Mexico related to tax years 2007 and 2009, ~~Australia related to tax years 2013 to 2016,~~ Guyana related to tax years 2018 to 2021, Saudi Arabia related to tax years 2015 to 2019, Nigeria related to tax years ~~2010~~2011 to 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 have a greater than 50% 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 discovery 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. Timing differences are likely to exist between any losses incurred and the 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 ~~September 30, 2023,~~March 31, 2024, we had ~~$5.4~~$23.2 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional ~~$72.9~~$72.3 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 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~~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.

2317

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—~~10 — Supplemental Financial Information

Condensed Consolidated Balance Sheets Information

Noble’s restricted cash balance as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, was ~~$4.8~~$4.5 million and ~~$9.5~~$7.0 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:


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Accounts receivable	Accounts receivable	$	(169,944)	$	(73,756)
Other current assets	Other current assets	(30,250)		5,763
Other assets	Other assets	7,356		(3,585)
Accounts payable	Accounts payable	(721)		16,484
Other current liabilities	Other current liabilities	22,815		(4,999)
Other liabilities	Other liabilities	6,192		34,240
Total net change in assets and liabilities	Total net change in assets and liabilities	$	(164,552)	$	(25,853)

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 ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023, were ~~$61.3~~$63.0 million and ~~$70.0~~$114.7 million, respectively.

~~Note 14— Subsequent Events~~

On October 31, 2023, Noble announced that its Board of Directors approved a declaration of a quarterly cash interim dividend on its Ordinary Shares of $0.40 per share. This dividend is to be payable on December 14, 2023, to shareholders of record at close of business on November 15, 2023.

~~On October 20, 2023, a floating production vessel experienced what we believe was a mooring failure and allided with the~~ ~~Noble Resilient~~ which was jacked up and stationary approximately 70 meters off the quayside at the Port of Frederikshavn in Denmark causing significant damage. There are no injuries reported at this time and all personnel on board were promptly accounted for and successfully disembarked. An investigation and damage assessment is underway and we expect damages to be covered by the liable party or our own insurance, subject to terms and limits of the applicable insurance policies. The ~~Noble Resilient~~ has been awarded a 120-day contract with Petrogas at $133,000 per day scheduled to commence between August 1, 2024, and September 30, 2024, and while the required repairs could impact availability for additional work ahead of the Petrogas contract, at this time we do not expect the timing of the Petrogas contract to be impacted.

2418

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 ~~September 30, 2023,~~March 31, 2024, and our results of operations for the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024 and ~~2022.~~2023. 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, ~~2022,~~2023, filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble”) and our other filings with the US Securities and Exchange Commission (“SEC”).

On September 30, 2022, pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“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, 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 10 per share (“Maersk Drilling Shares”), Noble redeemed 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 did 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 became 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 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.

~~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 of 1934, as amended (the “Exchange Act”~~). References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble and its consolidated subsidiaries.

2519

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange 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 market 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 rigs and the timing thereof, contract claims, capital expenditures, insurance maintenance and renewals, 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, 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, planned acquisitions or divestitures of assets, governmental regulations and permitting, 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 (as defined herein), and our plans, objectives, expectations, and intentions related to the Business Combination), and timing for compliance with any new regulations. 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”~~“will,” and similar expressions are intended to be among the ~~statements~~terms 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. ~~Risks~~The expectations expressing in forward-looking statements are subject to a number of risks and uncertainties, which 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 and geographic concentration, operational hazards and risks, labor force unionization, labor interruptions and labor regulations, ~~public health issues, including epidemics~~major natural disasters, catastrophic event, acts of war, terrorism or ~~pandemics such as the COVID-19~~social unrest, pandemic, or other similar event, joint ventures as well as investments in associates, international operations and related mobilization and demobilization of rigs, operational interruptions, delays, ~~maintenance~~upgrades, refurbishment and ~~resulting~~repair of rigs and any related delays and cost overruns or reduced payment of dayrates, ~~maintenance and~~impacts of inflation, 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 attract and retain 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 maintenance of~~compliance with Governmental laws and regulations, increasing attention to environmental, social and governance matters, including climate change, compliance with anti-bribery or anti-corruption, international trade laws and regulations, litigation, our ability to maintain effective disclosure controls and procedures and internal ~~controls,~~control over financial reporting, impairments on property and equipment, including rigs and related capital spares, operating and financial restrictions and maintenance of covenants in our debt financing, tax disputes or tax challenges, ~~compliance with Governmental laws and regulations including those related to anti-bribery or anti-corruption, environmental protection and health and safety and disputes and 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 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, ~~2022,~~2023 and in our other filings with the ~~SEC.~~Securities and Exchange Commission (“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.

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.

2721

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 3231 drilling rigs, consisting of 1918 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.

Market Outlook

In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand is increasing. This increasing demand has been caused by the combination of growing confidence in commodity prices, heightened focus on energy security, recent multi-year underinvestment in the development and exploration of hydrocarbons, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. This increase had a positive impact on dayrates for certain of our rig classes.

The global rig supply has come down 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 shipyards. However, ~~several~~we expect many of these stranded newbuild rigs ~~are making~~may continue to make their way into the global market ~~and we expect this trend to continue~~ over the next few ~~years for the most capable units.~~years.

Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the ~~recovery~~outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows. ~~Our~~However, within this ultra-deepwater market, our customers continue to focus on ~~the~~our highest specification floaters, which represents the majority of our floater fleet. Assuming current market fundamentals, continued customer prioritization towards these highest specification floaters is likely to result in lower utilization for our lower specification drillships and our semi-submersibles. We have also observed an overall demand increase in the global ~~jack-up~~jackup market, with the Middle East being the largest component of this increase. While we remain encouraged about the increasing overall rig demand, to the extent global macroeconomic concerns become more prevalent and produce downward pressure on oil and gas prices, we could experience downward pressure on overall rig demand for both floaters and jackups.

~~However, as~~As of the date of this report, the majority of our ~~jack-up~~jackup fleet is positioned in the North Sea. While we are starting 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 being attractive to operators given it is characterized by low-cost and low-emission barrels.

While the length of contract terms has started to moderately increase, the overall market remains characterized by generally shorter-term contracts. This leads to an increased number of rig contract start-ups, both with different customers and among different regions. These rig contract start-ups and other shipyard projects may result in incremental resources and costs and, in certain cases, may delay delivery of the applicable rig which may trigger applicable late delivery clauses. Additionally, shorter-term contracts have resulted in, and are likely to continue to result in, lower overall utilization for our fleet driven by more idle time between contracts.

The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our 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 more towards alternative energy sources. However, at the same time, there continues to be a global dependence on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs, both currently and in the future. 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 lasting role in meeting this demand.

We expect inflationary pressures ~~and supply chain disruptions~~ to persist, which has led or may lead to increased costs of services. Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, such as the Russia-Ukraine conflict, Middle East conflicts, the Guyana-Venezuela dispute, and their respective regional and global ramifications, have the potential to negatively impact our ability to conduct our day-to-day operations.

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 ~~September 30, 2023,~~March 31, 2024, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts. As of ~~September 30, 2023,~~March 31, 2024, contract drilling services backlog totaled approximately ~~$4.7~~$4.5 billion, which includes a commitment of approximately ~~59%~~60% of available days for the remainder of ~~2023.~~2024.

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.

The table below presents the amount of our contract drilling services backlog as of ~~September 30, 2023,~~March 31, 2024, and the percent of available operating days committed for the periods indicated:


				Year Ending December 31,
			Total	2023 (1)		2024		2025		2026		2027
			(In thousands)
				Year Ending December 31,
				Year Ending December 31,
				Year Ending December 31,
		Total
			(In thousands)
			(In thousands)
			(In thousands)
Contract Drilling Services Backlog	Contract Drilling Services Backlog
Floaters (2)(3)			$3,607,623	$418,148		$1,305,562		$922,291		$708,933		$252,689
Floaters (2)
Floaters (2)
Floaters (2)
Jackups (3)
Jackups (3)
Jackups (3)
Total
Total
Total
Percent of Available Days Committed (4)
Percent of Available Days Committed (4)
Percent of Available Days Committed (4)
Floaters
Floaters
Floaters
Jackups
Jackups
Jackups	Jackups		1,094,489	87,176		376,783		249,972		205,598		174,960
Total	Total		$4,702,112	$505,324		$1,682,345		$1,172,263		$914,531		$427,649
Percent of Available Days Committed (4)
Floaters (3)				60	%	47	%	32	%	24	%	9	%
Jackups				56	%	52	%	27	%	18	%	14	%
Total	Total			59	%	49	%	30	%	22	%	11	%
Total

(1)Represents a ~~three month~~nine-month period beginning ~~October~~April 1, ~~2023.~~2024.

(2)~~One of our long-term drilling contracts with 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. The 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.

~~(3)~~Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates earned by each rig will be updated 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 ~~two~~three years and ~~one month~~two 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.

(3)In 2022, Noble renewed its five-year Framework Agreement with Aker BP for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible, for activities offshore Norway. Under the Framework Agreement, different rate structures apply reflecting different operating modes, agreed incentive schemes, and adjustments for operating expenses. Rate structures are adjusted annually to reflect market conditions.

(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.

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, 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 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 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, ~~2022.~~2023.

As of ~~September 30, 2023,~~March 31, 2024, ExxonMobil, ~~and~~ Aker BP, and Petrobras represented approximately ~~46.3%~~42.4%, 16.2%, and ~~16.3%~~13.9% of our backlog, respectively.

Strategy

Our business strategy is 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;~~utilization coupled with an unwavering commitment to safety and customer satisfaction. We strive to be a leader in industry innovation and sustainability.

See Item 1 in our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, for additional information on our business and strategy.

Results of Operations

Results for the Three Months Ended ~~September 30,~~March 31, 2024 and 2023 ~~and 2022~~

Net income for the three months ended ~~September 30, 2023~~March 31, 2024 (the “current quarter”), was ~~$158.3~~$95.5 million, or ~~$1.09~~$0.66 per diluted share, on operating revenues of ~~$697.5~~$637.1 million compared to net income for the three months ended ~~September 30, 2022,~~March 31, 2023, of ~~$33.6~~$108.1 million, or ~~$0.41~~$0.74 per diluted share, on operating revenues of ~~$305.9~~$610.1 million.

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.

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)
		Three Months Ended September 30,				Three Months Ended September 30,		Three Months Ended September 30,
		2023		2022		2023	2022	2023		2022
		Average Rig Utilization (1)
		Average Rig Utilization (1)
		Average Rig Utilization (1)
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Floaters
Floaters
Floaters	Floaters	77	%	78	%	1,348	792	403,813		285,362
Jackups	Jackups	64	%	82	%	824	606	140,775		118,209
Jackups
Jackups
Total	Total	72	%	80	%	2,172	1,398	$	304,040	$	212,958
Total
Total

(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.

(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 assets and liabilities.

3024

Contract Drilling Services

The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):


			Three Months Ended September 30,				Change
		Three Months Ended March 31,																						Three Months Ended March 31,												Change
Operating revenues:	Operating revenues:		2023		2022		$		%		Operating revenues:			2024							2023								$						%
Contract drilling services	Contract drilling services		$	671,004	$	289,494	$	381,510	132	%	Contract drilling services			$	612,425		$				$	575,290		$					$	37,135		6				6		%
Reimbursables and other (1)	Reimbursables and other (1)		26,446		16,378		10,068		61	%	Reimbursables and other (1)			24,659			34,764					34,764			(10,105)						(10,105)		(29)					(29)	%
			697,450		305,872		391,578		128	%
		637,084																637,084								610,054							27,030							4	%
Operating costs and expenses:	Operating costs and expenses:
Contract drilling services
Contract drilling services
Contract drilling services	Contract drilling services		$	354,199	$	186,482	$	167,717	90	%		$	389,867			$			$	361,789			$				$	28,078			8			8		%
Reimbursables (1)	Reimbursables (1)		16,682		13,284		3,398		26	%	Reimbursables (1)			17,680			26,006					26,006			(8,326)						(8,326)		(32)					(32)	%
Depreciation and amortization	Depreciation and amortization		77,146		24,868		52,278		210	%	Depreciation and amortization			86,698			69,942					69,942			16,756						16,756		24					24	%
General and administrative	General and administrative		33,039		18,089		14,950		83	%	General and administrative			25,961			30,037					30,037			(4,076)						(4,076)		(14)					(14)	%
Merger and integration costs	Merger and integration costs		12,966		9,338		3,628		39	%	Merger and integration costs			9,331			11,631					11,631			(2,300)						(2,300)		(20)					(20)	%
(Gain) loss on sale of operating assets, net			—		354		(354)		(100)	%

Hurricane losses and (recoveries), net	Hurricane losses and (recoveries), net		2,642		1,896		746		39	%
			496,674		254,311		242,363		95	%
Hurricane losses and (recoveries), net
Hurricane losses and (recoveries), net														—							3,544								(3,544)						(100)		%
		529,537																529,537								502,949							26,588							5	%
Operating income (loss)	Operating income (loss)		$	200,776	$	51,561	$	149,215	289	%	Operating income (loss)			$	107,547		$				$	107,105		$					$	442		—				—		%

(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.

The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):


				Three Months Ended September 30,
				2023						2022
				Floaters			Jackups			Floaters			Jackups
			Three Months Ended March 31,																												Three Months Ended March 31,
			2024																						2024								2023
			Floaters																				Floaters				Jackups				Floaters			Jackups
Contract drilling services revenues	Contract drilling services revenues			$	549.1		$	121.9		$	217.9		$	71.6		Contract drilling services revenues	$	494.4			$	118.0			$	476.2			$	99.1
Contract drilling services costs	Contract drilling services costs			$	266.9		$	87.3		$	123.6		$	62.9		Contract drilling services costs	$	291.1			$	98.8			$	270.9			$	90.9
Average rig utilization	Average rig utilization			77		%	64		%	78		%	82		%	Average rig utilization			64	%			67	%			77	%			70	%
Operating days	Operating days			1,348			824			792			606
Average dayrates	Average dayrates			$	403,813		$	140,775		$	285,362		$	118,209
Total rigs	Total rigs	— Beginning and ending		19			13			11			8

Contract Drilling Services Revenues

Floaters. During the ~~third~~first quarter of ~~2023,~~2024, floaters generated revenue of ~~$549.1~~$494.4 million, as compared to ~~$217.9~~$476.2 million in the ~~third~~first quarter of ~~2022.~~2023. The increase in revenue was mainly attributable to ~~$215.6~~$136.0 million ~~provided by the eight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022 as well as $95.2 million due to~~from an increase in average dayrates in the current period and ~~$7.4~~was partly offset by $94.2 million from rigs with ~~more~~net changes in operating days in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities ~~increased $13.0~~decreased $23.6 million in the current quarter.

Jackups. During the ~~third~~first quarter of ~~2023,~~2024, jackups generated revenue of ~~$121.9~~$118.0 million, as compared to ~~$71.6~~$99.1 million in the ~~third~~first quarter of ~~2022.~~2023. The increase in revenue was primarily attributable to ~~$84.7~~$45.0 million ~~provided by the 10 additional jackups acquired~~from an increase in average dayrates in the ~~Business Combination with Maersk Drilling in October 2022. This~~current period. The increase was ~~partly~~ offset by ~~$26.7 million pertaining to the divestiture of jackup rigs (the “Remedy Rigs”) in October 2022 in connection with the Business Combination with Maersk Drilling and $14.4~~$15.4 million from rigs with ~~fewer~~net changes in operating days in the current period. Additionally,

~~jackups~~ jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities ~~increased $5.9~~decreased $9.7 million in the current quarter.

Operating Costs and Expenses

Floaters. During the ~~third~~first quarter of ~~2023,~~2024, total contract drilling services costs related to floaters was ~~$266.9~~$291.1 million, as compared to ~~$123.6~~$270.9 million in the ~~third~~first quarter ~~2022.~~2023. The primary drivers of ~~the~~this increase were ~~$67.9~~$6.9 million ~~related to the eight additional floaters acquired~~ in ~~the Business Combination with Maersk Drilling~~labor, $2.0 million in ~~October 2022~~transportation and ~~$75.4~~storage, $2.9 million in fuel, $2.6 million in insurance, and $5.8 million in increased non-labor crew ~~repairs~~costs and ~~maintenance, and material~~operations support costs across the remainder of the ~~fleet, some of which was driven by inflation.~~fleet.

Jackups. During the ~~third~~first quarter of ~~2023,~~2024, total contract drilling services cost related to jackups was ~~$87.3~~$98.8 million, as compared to ~~$62.9~~$90.9 million in the ~~third~~first quarter ~~2022. During~~2023. The primary drivers of the ~~current quarter, cost increases~~increase were ~~driven by $43.9 million related to the 10 additional jackups acquired in the Business Combination with Maersk Drilling in October 2022 and $7.3~~$7.9 million in increased non-labor crew costs, repairs and maintenance, and ~~material~~operations support costs across the ~~remainder of the fleet, some of which was driven by inflation. These increases were partially offset by the reduction of $26.8 million in expenses after the sale of the Remedy Rigs in October 2022.~~fleet.

Depreciation and amortization. Depreciation and amortization totaled ~~$77.1~~$86.7 million and ~~$24.9~~$69.9 million during the ~~third~~first quarter of ~~2023~~2024 and ~~2022,~~2023, respectively. Depreciation and amortization increased by ~~$52.3~~$16.8 million in the current quarter primarily due to ~~$34.3 million related~~the timing of capital additions that were placed in service as compared to ~~18 rigs and related equipment acquired in~~retirements among the ~~Business Combination with Maersk Drilling in October 2022. This increase was partially offset by the sale of the five Remedy Rigs in October 2022.~~periods.

General and administrative. General and administrative expenses totaled ~~$33.0~~$26.0 million and ~~$18.1~~$30.0 million during the ~~third~~first quarter of ~~2023~~2024 and ~~2022,~~2023, respectively. The ~~increase~~decrease was primarily related to the completion of certain integration activities after the Business Combination with Maersk Drilling in October 2022 ~~with increases~~resulting in decreases across several categories, including employee related costs.

Merger and integration costs. Noble incurred ~~$13.0~~$9.3 million and ~~$9.3~~$11.6 million of merger and integration costs during the ~~third~~first quarter of ~~2023~~2024 and ~~2022,~~2023, respectively, primarily as a result of the Business Combination with Maersk Drilling in October 2022. Costs primarily related to severance plans, ~~and share-based compensation charges,~~ transaction-related acquisition costs, professional fees, and certain integration-related activities that were directly attributable to the Business Combination. In the third quarter of 2023, we incurred incremental severance costs when compared to the third quarter of 2022. For additional information, see “Note 2— Acquisitions” to our unaudited condensed consolidated financial statements.

Hurricane losses and (recoveries)., net. ~~Noble incurred $2.6 million of costs, net of recoveries, during~~During the ~~third~~first quarter of ~~2023~~2024, costs incurred in connection with the Hurricane Ida ~~incident.~~incident were offset by accrued recoveries. For additional information about the Hurricane Ida incident, see “Note ~~12—~~9 — Commitments and Contingencies” to our unaudited condensed consolidated financial statements.

Other Income and Expenses

Interest ~~expense.~~expense, net of amounts capitalized. Interest expense totaled ~~$13.0~~$17.5 million and ~~$7.9~~$16.9 million during the ~~third~~first quarter of 2024 and 2023, ~~and 2022,~~ respectively. ~~The increase was due~~Interest expense primarily relates to ~~the additional~~our 8.000% Senior Notes issued in April 2023, which refinanced prior debt assumed in the Business Combination with Maersk Drilling in October ~~2022 partially~~2022. In the first quarter of 2024, $5 million of interest expense related to non-income taxes substantially offset ~~by debt refinancing, which included the issuance of 8.000% Senior Notes~~decreases in ~~April 2023.~~interest on debt. For additional information, see “Note 6—5 — Debt” ~~to our unaudited condensed consolidated financial statements.~~

~~Gain on bargain purchase.Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling during the third quarter of 2023. For additional information, see “Note 2— Acquisitions”~~ to our unaudited condensed consolidated financial statements.

Interest income and ~~other.~~other, net. Noble recognized other losses of $4.7 million and interest income of ~~$17.2 million and $3.2~~$2.0 million during the ~~third~~first quarter of 2024 and 2023, ~~and 2022,~~ respectively. The increase was mainly due to the recognition of approximately $18.0 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S. For additional information, see “Note 8— Income Taxes” to our unaudited condensed consolidated financial statements.

Income tax benefit (provision). Noble recorded an income tax ~~provision~~benefit of ~~$51.7~~$10.2 million and ~~$13.1~~$15.8 million during the ~~third~~first quarter of ~~2023~~2024 and ~~2022,~~2023, respectively.

During the ~~third~~first quarter of ~~2023,~~2024, our tax provision included tax benefits of ~~$17.2~~$18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, ~~Norway,~~Nigeria, Switzerland, and Luxembourg and a tax benefit of ~~$2.0~~$3.2 million related to a ~~foreign~~release of an uncertain tax ~~credit refund.~~position. Such tax benefits are offset by tax expenses related to ~~contract~~new uncertain tax positions of $10.1 million and recurring quarterly accruals of $1.4 million in various countries.

During the first quarter of 2023, our tax provision included a Luxembourg valuation allowance increase of $4.5 million, deferred tax expense related to contract fair value amortization of ~~$7.4~~$4.2 million, and current and deferred tax expense related to various recurring quarterly accruals of ~~$63.5~~$25.6 million primarily in Guyana, ~~Australia, Denmark,~~Luxembourg, and ~~Luxembourg.~~

~~During the third quarter~~Switzerland. Such tax expenses were offset by a deferred tax benefit of ~~2022, our tax provision included net tax benefits of $5.4~~$50.1 million related to a release of a valuation allowance for Guyana deferred tax benefits and a tax benefit of $4.5 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 million and quarterly tax expense accrual of $9.5 million mostly in Luxembourg and Switzerland.

~~Results for the Nine Months Ended September 30, 2023 and 2022~~

Net income for the nine months ended September 30, 2023, was $332.2 million, or $2.29 per diluted share, on operating revenues of $1.9 billion compared to compared to net income for the nine months ended September 30, 2022, of $34.0 million, or $0.42 per diluted share, on operating revenues of $791.3 million.

~~Key Operating Metrics~~

~~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)
Nine Months Ended
September 30, Nine Months Ended
September 30, Nine Months Ended
September 30,
2023 2022 2023 2022 2023 2022
Floaters 77 % 77 % 3,966 2,334 366,560 256,398
Jackups 65 % 71 % 2,487 1,550 121,913 119,449
Total 72 % 74 % 6,453 3,884 $ 272,279 $ 201,737

~~(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.

~~(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 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):~~

Nine Months Ended September 30, Change
Operating revenues: 2023 2022 $ %
Contract drilling services $ 1,852,474 $ 746,992 $ 1,105,482 148 %
Reimbursables and other (1)
$ 93,565 $ 44,263 49,302 111 %
$ 1,946,039 $ 791,255 $ 1,154,784 146 %
Operating costs and expenses:
Contract drilling services $ 1,078,521 $ 530,710 $ 547,811 103 %
Reimbursables (1)
67,484 37,095 30,389 82 %
Depreciation and amortization 218,412 77,109 141,303 183 %
General and administrative 95,428 52,300 43,128 82 %
Merger and integration costs 47,049 27,916 19,133 69 %
(Gain) loss on sale of operating assets, net — (3,105) 3,105 (100) %
Hurricane losses and (recoveries), net 22,120 4,701 17,419 371 %
1,529,014 726,726 802,288 110 %
Operating income (loss) $ 417,025 $ 64,529 $ 352,496 546 %

~~(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.

~~The following table provides information about contract drilling revenue and costs by rig types (dollars in millions except average dayrates):~~

Nine Months Ended September 30,
2023 2022
Floaters Jackups Floaters Jackups
Contract drilling services revenues $ 1,519.3 $ 333.1 $ 561.8 $ 185.2
Contract drilling services costs $ 816.3 $ 262.2 $ 345.1 $ 185.6
Average rig utilization 77 % 65 % 77 % 71 %
Operating days 3,966 2,487 2,334 1,550
Average dayrates $ 366,560 $ 121,913 $ 256,398 $ 119,449
Total rigs — Beginning 19 13 12 8
— Acquired — — — —
— Disposed — — 1 —
— Ending 19 13 13 8

~~Contract Drilling Services Revenues~~

~~Floaters.~~ During the nine months ended September 30, 2023, floaters generated revenue of $1.5 billion, as compared to $561.8 million in the nine months ended September 30, 2022. The increase in revenue was mainly attributable to $573.6 million provided by the eight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022 as well as $293.6 million due to an increase in average dayrates in the current period. These increases were partly offset by $11.8 million from rigs with fewer operating days in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities increased $102.1 million in the current period.

~~Jackups.~~ During the nine months ended September 30, 2023, jackups generated revenue of $333.1 million, as compared to $185.2 million in the nine months ended September 30, 2022. The increase in revenue was mainly attributable to $224.4 million provided by the 10 additional jackups acquired in the Business Combination with Maersk Drilling in October 2022 as well as $3.3 million due to an increase in average dayrates in the current period. These increases were partly offset by $70.6 million pertaining to the divestiture of the Remedy Rigs in October 2022 in connection with the Business Combination with Maersk Drilling and $39.2 million from rigs with fewer operating days in the current period. Additionally, jackups revenue from net non-cash amortization related to off-market customer contract assets and liabilities increased $30.0 million in the current period.

~~Operating Costs and Expenses~~

~~Floaters.~~ During the nine months ended September 30, 2023, total contract drilling services costs related to floaters was $816.3 million, as compared to $345.1 million in the nine months ended September 30, 2022. The primary drivers of the increase were $306.0 million related to the eight additional floaters acquired in the Business Combination with Maersk Drilling in October 2022 and $169.0 million in increased crew, repairs and maintenance, and material costs across the remainder of the fleet, some of which was driven by inflation. These increases were offset by $3.8 million due to the divestiture of a semi-submersible unit late in the first quarter of 2022.

~~Jackups.~~ During the nine months ended September 30, 2023, total contract drilling services cost related to jackups was $262.2 million, as compared to $185.6 million in the nine months ended September 30, 2022. During the current quarter, cost increases were primarily driven by $158.4 million related to the 10 additional jackups acquired in the Business Combination with Maersk Drilling in October 2022. These increases were partially offset by the reduction of $81.6 million in expenses after the sale of the Remedy Rigs in October 2022.

~~Depreciation and amortization.~~Depreciation and amortization totaled $218.4 million and $77.1 million during the nine months ended September 30, 2023 and 2022, respectively. Depreciation and amortization increased by $141.3 million in the current year primarily due to $129.5 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 the five Remedy Rigs in October 2022 and the divestiture of a semi-submersible unit in the first quarter of 2022.

~~General and administrative.~~ General and administrative expenses totaled $95.4 million and $52.3 million during the nine months ended September 30, 2023 and 2022, respectively. The increase was primarily related to the Business Combination with Maersk Drilling in October 2022 with increases across several categories including employee related costs.

~~Merger and Integration Costs.~~ Noble incurred $47.0 million and $27.9 million of merger and integration costs during the nine months ended September 30, 2023 and 2022, respectively, primarily as a result of the Business Combination with Maersk Drilling in October 2022. Costs primarily related to severance plans and share-based compensation charges, transaction-related acquisition costs, professional fees, and certain integration-related activities that were directly attributable to the Business Combination. In the nine months ended September 30, 2023, we incurred incremental severance costs and costs related to integration-related activities as compared to the same period in the prior year. For additional information, see “Note 2— Acquisitions” to our unaudited condensed consolidated financial statements.

~~(Gain) loss on sale of operating assets.~~ ~~During the nine months ended September 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 $1.5 million related to professional fees in connection with the anticipated sale of the Remedy Rigs in October 2022 and additional costs recognized of $2.2 million related to the sale of rigs in Saudi Arabia in 2021.

~~Hurricane losses and (recoveries).~~ Noble incurred $22.1 million of costs, net of recoveries, during the nine months ended September 30, 2023, in connection with the Hurricane Ida incident. For additional information about the Hurricane Ida incident, see “Note 12— Commitments and Contingencies” to our unaudited condensed consolidated financial statements.

O~~ther Income and Expenses~~

~~Interest expense.~~ Interest expense totaled $44.5 million and $23.3 million during the nine months ended September 30, 2023 and 2022, respectively. The increase was due to the additional debt assumed in the Business Combination with Maersk Drilling in October 2022 partially offset by debt refinancing, which included the issuance of 8.000% Senior Notes in April 2023. For additional information, see “Note 6— Debt” to our unaudited condensed consolidated financial statements.

~~Gain on bargain purchase.~~Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling during the nine months ended September 30, 2023. For additional information, see “Note 2— Acquisitions” to our unaudited condensed consolidated financial statements.

~~Interest income and other.~~Noble recognized other income of $16.3 million and $4.8 million during the nine months ended September 30, 2023 and 2022, respectively. The increase was mainly due to the recognition of approximately $18.0 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S. For additional information, see “Note 8— Income Taxes” to our unaudited condensed consolidated financial statements.

~~Income tax benefit (provision).~~ ~~Noble recorded an income tax provision of $35.2 million and $11.8 million during the nine months ended September 30, 2023 and 2022, respectively.~~

~~During the nine months ended September 30, 2023, our tax provision included tax benefits of $113.5 million related to releases of valuation allowance for deferred tax benefits~~ in Guyana Luxembourg, Norway and, Switzerland, a tax benefit of $6.8 million related to a Ghana uncertain tax position release, and a tax benefit of $2.0 million related to a foreign tax credit refund. Such tax benefits are offset by tax expenses related to a Mexico uncertain tax position of $9.8 million, contract fair value amortization of $16.3 million, and various recurring quarterly accruals of $131.3 million primarily in Guyana, Australia, Denmark, and Luxembourg.

During the nine months ended September 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 $11.0 million related to a release of valuation allowance for Luxembourg deferred tax benefits, $1.1 million related to an adjustment to Swiss deferred tax benefits, and $1.3 million primarily related 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 $24.0 million and quarterly tax expense accruals of $14.8 million mostly in Luxembourg and Switzerland.

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) redeem (the “Redemption”) the approximately $173.7 million aggregate principal amount of outstanding Second Lien Notes, and (iii) pay any premiums, fees, and expenses related to the Redemption and the issuance of the 2030 Notes. As of September 30, 2023, we had outstanding $600.0 million aggregate principal amount of our 2030 Notes.

Amended and Restated Senior Secured Revolving Credit Agreement

On April 18, 2023, ~~certain subsidiaries of~~ Noble ~~amended and restated~~entered into the ~~senior secured credit facility, dated February 5, 2021, by entering into an Amended and Restated Senior Secured~~2023 Revolving Credit ~~Agreement, dated April 18, 2023 (the “2023~~Agreement. The 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 facilityFacility 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 ~~September 30, 2023,~~March 31, 2024, we had no loans outstanding and ~~$5.4~~$23.2 million of letters of credit issued under the 2023 Revolving Credit Facility. For additional information about our 2023 Revolving Credit Facility as of ~~September 30, 2023,~~March 31, 2024, see “Note 6—5 — Debt” to our unaudited condensed consolidated financial statements.

~~Letters of Credit and Surety Bonds~~

As of September 30, 2023, we had $5.4 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $72.9 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 underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called.

Sources and Uses of Cash

Our principal sources of capital in the current period were cash generated from operating ~~activities as well as net proceeds from the issuance of the 2030 Notes.~~activities. Cash on hand during the current period was primarily used for the following:

•normal recurring operating expenses;

•~~repurchase, redemptions, or repayments of debt~~planned and ~~interest;~~discretionary capital expenditures;

•fees and expenses related to merger and integration costs;

•~~share repurchases and dividend payments; 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, including related fees;~~

•~~fees and expenses related to merger and integration costs;~~

•~~share repurchases and~~ dividend payments; and

•certain contractual cash obligations and commitments.

Our anticipated cash flow needs, both in the short term and long term, may also include the above as well as repurchases, redemptions, or repayments of debt and interest and share repurchases.

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~~the 2023 Revolving Credit Facility and we believe this will provide us with sufficient liquidity 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. In ~~2022~~2023 and ~~2023,~~during the first quarter of 2024, we incurred ~~and anticipate~~ additional expenses and capital costs related to the damage and repair of atwo jackup rigs. Regarding one rig, ~~for which~~these incurred costs exceeded our deductible amount. As such, we ~~anticipate full recovery from insurance, subject to a deductible of $5 million which was met in 2022. We have begun to receive~~received partial insurance recoveries in 2023 and ~~expect future~~we continue to seek insurance recoveries ~~as additional expenditures are~~for the remainder of the incurred ~~related to this rig.~~and anticipated costs.

Net cash provided by operating activities was ~~$286.8~~$128.7 million and ~~$109.8~~net cash used in operating activities was $63.1 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. ~~Net~~The increase in net cash provided by operating activities ~~increased mainly due to~~for the ~~Business Combination with Maersk Drilling. The nine~~three months ended ~~September 30, 2023 and 2022, had~~March 31, 2024 was primarily attributable to improvements in cash ~~outflows~~flows from operating assets and ~~liabilities.~~liabilities, with key drivers being an increase in payments from customers offset by a reduction in payments to vendors. We had working capital of ~~$515.6~~$367.7 million at ~~September 30, 2023,~~March 31, 2024, and ~~$384.7~~$420.1 million at December 31, ~~2022.~~2023.

Net cash used in investing activities was ~~$268.1~~$166.6 million and ~~$93.5~~$62.7 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, respectively, and ~~2022, respectively. During the nine months ended September 30, 2023, our~~primarily consisted of capital expenditures ~~primarily consisted of~~on routine projects associated with overhauls and upgrades on various ~~rigs in the newly combined fleet. Cash used in investing activities during the nine months ended September 30, 2022, included proceeds from the sale of a rig.~~rigs.

Net cash ~~(used in) provided by~~used in financing activities was ~~($254.8 million)~~$112.8 million and ~~$214.0~~$170.5 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The ~~nine~~three months ended ~~September 30,~~March 31, 2024, included dividend payments to our shareholders of $59.4 million as well as $53.4 million in taxes withheld on vested employee share-based compensation. The three months ended March 31, 2023, included ~~the~~ repayment of the DSF Credit Facility in full, using cash on hand ~~redemption~~ of ~~the remaining balance of the Second Lien Notes, repayment of the DNB Credit Facility, and issuance of 2030 Notes. We also repurchased 2.0 million of our Ordinary Shares for total of $80.0~~$152.2 million and ~~made dividend payments to our shareholders of $42.4 million. The nine months ended September 30, 2022, had no~~ share repurchases ~~dividend payments, or costs related to debt extinguishments and issuances.~~of $10.0 million.

At ~~September 30, 2023,~~March 31, 2024, we had a total contract drilling services backlog of approximately ~~$4.7~~$4.5 billion, which includes a commitment of ~~approximately 59%~~60% of available days for ~~our Noble rigs for~~ the remainder of ~~2023.~~2024. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Capital ~~Expenditures~~Additions

Capital ~~expenditures~~additions totaled ~~$259.4~~$114.9 million for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, and consisted of the following:

•$~~155.4~~51.2 million for sustaining capital;

•$~~84.5~~58.5 million in major projects, including subsea and other related projects; and

•$~~19.5~~5.2 million for rebillable capital and contract modifications.

Our total capital ~~expenditure~~additions estimate for the year ending December 31, ~~2023,~~2024, net of ~~client reimbursables,~~reimbursements, is expected to range between ~~$325~~$400 million and ~~$365~~$440 million, of which approximately ~~$210~~$270 million to ~~$230~~$300 million is currently anticipated to be spent for sustaining capital. We expect to fund these capital additions with cash generated by our operations and cash on hand.

From time to time we consider possible projects and may have certain events, such as insured losses, 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.

Dividends

Our most recent quarterly dividend, ~~payment to shareholders,~~ totaling approximately ~~$42.4~~$59.4 million (or ~~$0.30~~$0.40 per share), was declared on ~~July 11, 2023,~~February 22, 2024, and paid on ~~September 14, 2023,~~March 21, 2024, to shareholders of record at close of business on ~~August 17, 2023.~~March 08, 2024.

On ~~October 31, 2023, our~~May 06, 2024, Noble announced that its Board of Directors approved a declaration of a quarterly cash ~~interim~~ dividend on our Ordinary Shares of $0.40 per share. This dividend is to be payable on ~~December 14, 2023,~~June 27, 2024, to shareholders of record at close of business on ~~November 15, 2023.~~June 06, 2024.

The declaration and payment of dividends ~~requires the~~require authorization of the Board of Directors, ~~of Noble. Such~~provided that such dividends on issued share capital may be paid only out of ~~Noble’s~~the Company’s “distributable reserves” ~~on its~~as determined by reference to relevant statutory ~~balance sheet~~accounts in accordance with English law. ~~Therefore, Noble~~The Company is not permitted to pay dividends out of share capital, which includes share ~~premium.~~premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by ~~our~~the Board of Directors.

Critical 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 assets, 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.~~2023.

For information about our critical accounting policies and estimates, see Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. As of ~~September 30, 2023,~~March 31, 2024, there have been no material changes to the judgments, assumptions, and estimates upon which our critical accounting policies and estimates are based.

See Part I, Item 1, Financial Statements, “Note 3—2 — Accounting Pronouncements,” to the unaudited condensed consolidated financial statements for a description of the recent accounting pronouncements.

3828

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, ~~2022.~~2023.

Item 4. Controls and Procedures

Conclusions Regarding Disclosure Controls and Procedures

Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble, and Richard B. Barker, ~~Senior~~Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Noble, have evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of ~~Noble~~1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. On the basis of this evaluation and, as a result of the material weakness in internal control over financial reporting as described below, Mr. Eifler and Mr. Barker have concluded that Noble’s disclosure controls and procedures were not effective as of ~~September 30, 2023. Noble’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble~~March 31, 2024.

Previously Reported Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, 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.

~~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~~such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in our Annual Report on Form 10-K for the ~~first~~ year ~~following~~ended December 31, 2023, we previously identified a material weakness in the ~~date on which~~Company’s internal control over financial reporting as the ~~acquisition~~Company did not design and maintain effective controls over certain information technology (“IT”) general controls for an information system that is ~~completed and from the assessment of disclosure controls and procedures~~relevant to the ~~extent subsumed~~preparation of Noble’s consolidated financial statements. Specifically, the Company did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel.

The material weakness described above did not result in ~~such~~a misstatement to our annual or interim consolidated financial statements. However, the material weakness could result in a misstatement of our financial statement accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Plan

Noble is committed to the planning and implementation of remediation efforts to address the material weakness described above. As of the end of the third quarter of 2023, we completed the design and implementation of controls related to (i) program change management controls to ensure that program and data changes are identified, tested, authorized, and implemented appropriately and (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel. While we have completed the design and implementation of these controls, certain controls have not operated effectively for a sufficient period of time to demonstrate the material weakness has been remediated. Therefore, the remediation plan includes the continued operation of the newly designed and implemented controls.

Noble is working to remediate the material weakness by executing the measures outlined above, and we believe the measures described above will remediate the material weakness and strengthen our internal control over financial reporting. ~~In accordance with this guidance,~~This material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded through testing that the controls are operating effectively.

The actions that we are taking are subject to ongoing senior management review as ~~the Company acquired Maersk Drilling on October 3, 2022, management’s evaluation and conclusion~~well as Audit Committee oversight. As we continue to monitor the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022 excluded the portion of disclosure controls and procedures that are subsumed by internal control over financial reporting of Maersk Drilling as of September 30, 2023. As part of our ongoing integration of the acquired Maersk Drilling business, during the quarter ended September 30, 2023, we designed and implemented control activities related to the business processes and information technology general controls of Maersk Drilling. There were no other material changes to our internal control over financial reporting ~~(as defined~~ in ~~Rules 13a-15(f)~~the area affected by the material weakness, we will perform additional procedures, including the use of manual mitigating control procedures where necessary, and ~~15d-15(f) under~~plan to employ any additional resources deemed necessary to provide assurance that our financial statements continue to be fairly stated in all material respects. As we continue to evaluate and work to improve our internal control over financial reporting, management may execute additional measures to address potential control deficiencies or modify the ~~Securities Exchange Act of 1934)~~remediation plan described above. Management will continue reviewing and making necessary changes to our internal controls' overall design.

Changes in Internal Control Over Financial Reporting

There were no changes in Noble’s internal control over financial reporting that occurred during the ~~period covered by this Quarterly Report~~quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, ~~our~~the internal control over financial ~~reporting.~~reporting of Noble.

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Limitations on the Effectiveness of Controls

Internal control over financial reporting includes the controls themselves, monitoring (including internal auditing practices), and actions taken to correct deficiencies as identified. There are inherent limitations to the effectiveness of internal control over financial reporting, however well designed, including the possibility of human error and the possible circumvention or overriding of controls. The design of an internal control system is also based in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that an internal control will be effective under all potential future conditions. As a result, even an effective system of internal controls can provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which they were prepared.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is presented in “Note ~~12—~~9 — 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. 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, ~~2022,~~2023, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected. There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Exercises of Warrants

During the three months ended ~~September 30, 2023:~~March 31, 2024:

•~~2,115,198~~222 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of ~~2,442,468~~222 Tranche 1 Warrants; and

•~~2,028,980~~68 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of ~~2,487,128~~68 Tranche 2 Warrants.

•No Ordinary Shares were issued to holders of our Tranche 3 Warrants pursuant to exercises of 175 Tranche 3 Warrants.

Such Ordinary Shares were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or 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.~~2023.

Share Repurchases

The following table presents information about our purchases of equity securities for the three months ended ~~September 30, 2023:~~March 31, 2024:

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)
July 1 - 31, 2023 — — — $ 315,000,160
August 1 - 31, 2023 197,477 $ 50.62 197,477 $ 305,000,187
September 1- 30, 2023 — — — $ 305,000,187
Total 197,477 197,477 $ 305,000,187


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)
January 1 - 31, 2024	—	$	—	—	$	290,174,049
February 1 - 29, 2024	—	$	—	—	$	290,174,049
March 1- 31, 2024	—	$	—	—	$	290,174,049
Total	—			—	$	290,174,049

(1)Subject to restrictions under applicable law discussed in “Note 4—3 — Income (Loss) Per Share” to our unaudited condensed consolidated financial statements, we announced a share repurchase plan on November 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 ~~September 30, 2023,~~March 31, 2024, we repurchased ~~197,477~~none of our Ordinary ~~Shares, which were subsequently cancelled.~~Shares.

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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 ~~September 30, 2023,~~March 31, 2024, no such plans or other arrangements were adopted, terminated or modified.

Item 6. Exhibits

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

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Index to Exhibits


Exhibit Number						Exhibit

2.1†						Business Combination Agreement, dated as of November 10, 2021, by and among Noble Corporation, Noble Finco Limited (n/k/a Noble Corporation plc), Noble Newco Sub Limited and The Drilling Company of 1972 A/S (filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K filed on November 10, 2021 and incorporated herein by reference).

2.2						Amendment No. 1 to Business Combination Agreement, dated as of August 5, 2022, by and among Noble Corporation plc, Noble Corporation, Noble Newco Sub Limited and The Drilling Company of 1972 A/S. (filed as Exhibit 2.1 to Noble Cayman’s Current Report on Form 8-K filed on August 5, 2022 and incorporated herein by reference).

3.1						Amended and Restated Articles of Association of Noble Corporation plc (“Noble”) (filed as Exhibit 3.1 to Noble’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).

10.1*						~~Global Amendment to Director Restricted Stock Unit Awards.~~Employment Letter, dated December 20, 2022, by and between Noble Services Company LLC and Caroline Alting.

10.2*						~~Global Amendment to Employee Time and Performance Restricted Stock Unit Awards.~~

31.1						Certification of Robert W. Eifler, Noble, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

31.2						Certification of Richard B. Barker, Noble, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).

32.1+						Certification of Robert W. Eifler, Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+						Certification of Richard B. Barker, Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline 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.

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover 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.

+ Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.

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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. Barker						~~November 1, 2023~~May 7, 2024
Richard B. Barker ~~Senior~~ Executive Vice President and Chief Financial Officer (Principal Financial Officer)						Date

/s/ ~~Laura D. Campbell~~Jennifer Yeung						~~November 1, 2023~~May 7, 2024
~~Laura D. Campbell~~ Jennifer Yeung Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)						Date

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	September 30, 2023
			Estimated Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Foreign currency forward contracts	$	117	$	—	$	117	$	—
Liabilities
Foreign currency forward contracts	$	708	$	—	$	708	$	—


	September 30, 2023		December 31, 2022
	Foreign Currency	USD Equivalent	Foreign Currency	USD Equivalent
DKK to USD	88,571	12,843	484,593	68,840
AUD to USD	10,373	7,156	51,139	35,257
GBP to USD	1,957	2,401	9,083	10,922


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)
July 1 - 31, 2023	—	—		—	$	315,000,160
August 1 - 31, 2023	197,477	$	50.62	197,477	$	305,000,187
September 1- 30, 2023	—	—		—	$	305,000,187
Total	197,477			197,477	$	305,000,187