Noble Corp plc

Previous wording

The following discussion is intended to assist you in understanding our financial position at September 30, 2024, and our results of operations for the three and nine months ended September 30, 2024 and 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, 2023 (the “Form 10-K”), 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”). 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.

Current wording

The following discussion is intended to assist you in understanding our financial position at March 31, 2025, and our results of operations for the three months ended March 31, 2025 and 2024. 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, 2024 (the “Form 10-K”), 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”). 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.

Previous wording

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 for compliance with any new regulations the benefits or results of acquisitions or dispositions (including the Business Combination (as defined herein) and the Diamond Transaction (as defined herein), our plans, objectives, expectations, and intentions related to the Business Combination and Diamond Transaction). Forward-looking statements involve risks, uncertainties, and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the terms that identify forward-looking statements. Although we b…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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, impact of the Diamond Transaction, 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, recessions and the impact of new or increased tariffs, trends and outlook, general political conditions, including political tensions, conflicts and war, timing for compliance with any new regulations the benefits or results of acquisitions or dispositions. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “shall,” “target,” “will,” and similar expressions are intended to be among the 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 f…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 41 drilling rigs, consisting of 28 floaters and 13 jackups focused largely on ultra-deepwater and high-specification jackup drilling opportunities in both established and emerging regions worldwide. Following the recent Diamond Transaction, our total floater count now also includes several lower specification semisubmersibles. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.

Current wording

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 40 drilling rigs, consisting of 27 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.

Previous wording

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.

Current wording

In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand recovered to eclipse pre-pandemic levels, albeit with some moderation since early 2024 and a further correction more recently with spot prices for Brent crude currently in the mid to high $60s per barrel in April 2025 compared to an average price of $80 per barrel during 2024. Current demand and utilization levels are supported by the combination of the outlook for longer-term commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions. The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes although dayrates have generally plateaued more recently.

Previous wording

Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the long-term outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows. However, within this ultra-deepwater market, our customers continue to focus on 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. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. We have also observed an overall demand increase in the global jackup market since 2020, with the Middle East being the largest component of this increase. While we remain encouraged about 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.

Current wording

Although the market outlook in our business varies by geographical region and water depth and despite recent downward pressure on the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater market. However, within this ultra-deepwater market, our customers continue to focus on 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. Demand for midwater semisubmersibles is primarily driven by brownfield activity in mature basins, especially in Northwest Europe, South America, and the Asia Pacific regions, where a generally stable level of baseload demand is supported by infield drilling and plug and abandonment requirements. Despite some recent contract suspensions in select jackup markets, we have also observed an overall demand increase in the global jackup market since 2020. While we remain encouraged about overall long-term rig demand, as evidenced by recent multi-year, multi-rig contracts that we have booked into backlog during April 2025, the near term utilization outlook for both floaters and jackups over the next several quarters is anticipated to be lower than the utilization rates realized during the prior two years. Furthermore, economic uncertainty and lower commodity prices arising from recent trade policy and tariffs, compounded with OPEC’s stated intent to increase oil production, collectively present a potential for additional demand risk for offshore rigs in the near term.

Previous wording

As of the date of this report, the majority of our 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.

Current wording

As of the date of this report, the majority of our jackup fleet is positioned in the North Sea. While we have seen generally stable demand in the UK and southern North Sea in recent years, overall activity levels in the region remain subdued compared to historical levels. Similarly, the ultra-harsh environment jackup market in Norway also remains below historical levels despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels.

Previous wording

Returning to the broader offshore drilling market, 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. A combination of customers delaying certain drilling programs and shorter-term contracts, have resulted in, and are likely to continue to result in, lower overall utilization for our fleet.

Current wording

Returning to the broader offshore drilling market, while there are a number of multi-year contracts out for tender, 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, which may require incremental resources and costs. Additionally, this has resulted in, and is likely to continue to result in, lower overall effective utilization for our fleet driven by more idle time between contracts.

Previous wording

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.

Current wording

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 resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and 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.

Previous wording

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, 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, 2024, contract drilling services backlog totaled approximately $6.5 billion, which includes a commitment of approximately 70% of available days for the remainder of 2024.

Current wording

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 March 31, 2025, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts. As of March 31, 2025, contract drilling services backlog totaled approximately $5.4 billion.

Previous wording

(1)Represents a three-month period beginning October 1, 2024.

Current wording

(1)Represents a nine-month period beginning April 1, 2025.

Previous wording

As of September 30, 2024, ExxonMobil, Petrobras, and BP represented approximately 38.0%, 13.5%, and 13.3% of our backlog, respectively.

Current wording

As of March 31, 2025, ExxonMobil, BP, Petrobras, and Aker BP represented approximately 39.1%, 12.8%, 12.2%, and 10.2% of our backlog, respectively.

Previous wording

Net income for the three months ended September 30, 2024 (the “current quarter”), was $61.2 million, or $0.40 per diluted share, on operating revenues of $800.5 million compared to net income for the three months ended September 30, 2023, of $158.3 million, or $1.09 per diluted share, on operating revenues of $697.5 million.

Current wording

Net income for the three months ended March 31, 2025 (the “current quarter”), was $108.3 million, or $0.67 per diluted share, on operating revenues of $874.5 million compared to net income for the three months ended March 31, 2024, of $95.5 million, or $0.66 per diluted share, on operating revenues of $637.1 million.

Previous wording

Floaters. During the nine months ended September 30, 2024, floaters generated revenue of $1.6 billion, as compared to $1.5 billion in the nine months ended September 30, 2023. The increase in revenue was mainly attributable to $84.0 million provided by the 10 additional floaters acquired in connection with the Diamond Transaction as well as $247.0 million from an increase in average dayrates in the current period. These increases were partly offset by $209.6 million from rigs with 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 decreased $23.2 million in the current period.

Current wording

Floaters. During the first quarter of 2025, floaters generated revenue of $693.5 million, as compared to $494.5 million in the first quarter of 2024. The increase in revenue was mainly attributable to $215.3 million provided by the additional floaters acquired in connection with the Diamond Transaction as well as $33.3 million from an increase in average dayrates in the current period. These increases were partly offset by $40.1 million from rigs with 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 decreased $9.5 million in the current period.

Previous wording

Jackups. During the third quarter of 2024, jackups generated revenue of $158.2 million, as compared to $121.9 million in the third quarter of 2023. The increase in revenue was mainly attributable to $24.8 million from an increase in average dayrates in the current period and $20.3 million from rigs with net changes in operating days in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $5.7 million in the current period.

Current wording

Jackups. During the first quarter of 2025, jackups generated revenue of $139.0 million, as compared to $118.0 million in the first quarter of 2024. The increase in revenue was mainly attributable to $25.3 million from an increase in average dayrates in the current period and $4.1 million from rigs with net changes in operating days in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $3.4 million in the current period.

Previous wording

Floaters. During the third quarter of 2024, total contract drilling services costs related to floaters was $332.6 million, as compared to $266.9 million in the third quarter 2023. The primary drivers of this increase were $44.0 million related to the 10 additional floaters acquired in connection with the Diamond Transaction, $7.6 million in repairs and maintenance, $4.0 million in transportation and storage, and $19.3 million in non-labor crew costs and operations support costs across the fleet. These increases were partially offset by decreases of $3.3 million in labor, and $6.0 million in mobilization.

Current wording

Floaters. During the first quarter of 2025, total contract drilling services costs related to floaters was $391.6 million, as compared to $291.1 million in the first quarter 2024. The primary drivers of this increase were $113.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $7.9 million in mobilization, and $4.0 million in non-labor crew costs and operations support costs across the fleet. These increases were partially offset by decreases of $9.2 million in labor, $12.4 million in repairs and maintenance, and $3.0 million in transportation.

Previous wording

Jackups. During the third quarter of 2024, total contract drilling services cost related to jackups was $101.6 million, as compared to $87.3 million in the third quarter 2023. The primary drivers of the aggregate increase of $29.6 million related to labor costs, repairs and maintenance, mobilization, operations support, and other costs across the fleet. These increases were partially offset by decreases in fuel and other costs across the fleet. Further, there was a decrease of $15.3 million after the completion of disposal activities regarding certain rigs.

Current wording

Jackups. During the first quarter of 2025, total contract drilling services cost related to jackups was $70.5 million, as compared to $98.8 million in the first quarter 2024. The primary drivers of this decrease were $3.1 million and $4.7 million related to repairs and maintenance and operations support, respectively, as well as insurance proceeds received for a certain rig totaling $20.0 million. These decreases were partially offset by increases in labor, mobilization and transportation, and other costs across the fleet. Further, there was a decrease of $6.3 million after the completion of disposal activities regarding certain rigs.

Previous wording

Depreciation and amortization. Depreciation and amortization totaled $109.9 million and $77.1 million during the third quarter of 2024 and 2023, respectively. Depreciation and amortization increased by $32.7 million in the current quarter primarily due to the timing of capital additions that were placed in service as compared to retirements among the periods and the Diamond Transaction.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $143.1 million and $86.7 million during the first quarter of 2025 and 2024, respectively. Depreciation and amortization increased by $56.4 million in the current quarter primarily due to the Diamond Transaction.

Previous wording

General and administrative. General and administrative expenses totaled $43.6 million and $33.0 million during the third quarter of 2024 and 2023, respectively. The increase was primarily a result of the Diamond Transaction and other individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.

Current wording

General and administrative. General and administrative expenses totaled $35.2 million and $26.0 million during the first quarter of 2025 and 2024, respectively. The increase was primarily a result of the Diamond Transaction and other individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.

Previous wording

Interest expense, net of amounts capitalized. Interest expense totaled $25.0 million and $13.0 million during the third quarter of 2024 and 2023, respectively. Interest expense primarily relates to our 8.000% Senior Notes issued in August 2024 and April 2023 as well as 8.500% Senior Secured Second Lien Notes assumed in connection with the Diamond Transaction. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.5 million and $17.5 million during the first quarter of 2025 and 2024, respectively. Interest expense increased as a result of the Diamond Transaction and primarily relates to our 2030 Notes as well as the Diamond Second Lien Notes. For additional information, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

Interest income and other, net. Noble recognized other losses of $10.6 million and other income of $16.3 million during the nine months ended September 30, 2024 and 2023, respectively. The nine months ended September 30, 2023, included approximately $18.0 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S.

Current wording

Interest income and other, net. Noble recognized other income of $1.8 million and other losses of $4.7 million during the first quarter of 2025 and 2024, respectively.

Previous wording

Income tax benefit (provision). Noble recorded an income tax provision of $31.6 million and $51.7 million during the third quarter of 2024 and 2023, respectively.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $40.4 million and an income tax benefit of $10.2 million during the first quarter of 2025 and 2024, respectively.

Previous wording

During the third quarter of 2024, our tax provision included tax benefits of$36.2 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of$67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.

Current wording

During the first quarter of 2025, our tax provision included tax benefits of $56.6 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and a net tax benefit of $10.0 million related to uncertain tax position movements. Such tax benefits are offset by tax expenses related to recurring quarterly accruals of $107.0 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous wording

During the third quarter of 2023, our tax provision included tax benefits of $17.2 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Norway, Switzerland, and Luxembourg 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 contract fair value amortization of $7.4 million and various recurring quarterly accruals of $63.5 million primarily in Guyana, Australia, Denmark, and Luxembourg.

Current wording

During the first quarter of 2024, our tax provision included tax benefits of $18.5 million related to releases and adjustments of valuation allowance for deferred tax benefits in Guyana, Nigeria, Switzerland, and Luxembourg and a tax benefit of $3.2 million related to a release of an uncertain tax 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.

Previous wording

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

Current wording

Our principal sources of capital in the current period were cash generated from operating activities. Cash on hand during the current period was primarily used for the following:

Previous wording

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 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 2023 and during the first three quarters of 2024, we incurred additional expenses and capital costs related to the damage and repair of two jackup rigs. Additionally, during the third quarter of 2024, we incurred additional expenses and capital costs related to the damage and repair of one floater. These incurred costs exceeded our deductible amount. As such, we have received partial insurance recoveries and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.

Current wording

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 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. We have been incurring expenses and capital costs related to incidents regarding one floater and one jackup. These incurred costs related to each rig each exceeded the applicable deductible. We have received partial insurance recoveries for each of these claims and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs.

Previous wording

Net cash provided by operating activities was $519.3 million and $286.8 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 2024 was primarily attributable to improvements in cash flows from operating assets and liabilities, with key drivers being an increase in payments from customers offset by a reduction in payments to vendors. We had working capital of $510.2 million at September 30, 2024, and $420.1 million at December 31, 2023.

Current wording

Net cash provided by operating activities was $271.1 million and $128.7 million for the three months ended March 31, 2025 and 2024, respectively. The increase in net cash provided by operating activities for the three months ended March 31, 2025, was primarily attributable to improvements in cash flows from operating assets and liabilities, with key drivers being an increase in payments from customers partially offset by an increase in payments to vendors, as well as the Diamond Transaction. We had working capital of $523.2 million at March 31, 2025, and $448.5 million at December 31, 2024.

Previous wording

Net cash used in investing activities was $813.8 million and $268.1 million for the nine months ended September 30, 2024 and 2023, respectively, and primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs and net cash paid related to the closing of the Diamond Transaction.

Current wording

Net cash used in investing activities was $98.1 million and $166.6 million for the three months ended March 31, 2025 and 2024, respectively, and primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Previous wording

Net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2024, and net cash used in financing activities was $254.8 million for the nine months ended September 30, 2023. The nine months ended September 30, 2024, included the issuance of an additional $824.0 million of 2030 Notes. We also repurchased 6.9 million of our Ordinary Shares for total of $250.0 million, made dividend payments to our shareholders of $198.2 million, and paid $57.2 million in taxes withheld on vested employee share-based compensation awards. The nine months ended September 30, 2023, included the repayment of the DSF Credit Facility in full, redemption of Noble Second Lien Notes, repayment of the New DNB Credit Facility, totaling $673.4 million, and the $600.0 million issuance of 2030 Notes. We also repurchased 2.0 million of our Ordinary Shares for total of $80.0 million and made dividend payments to our shareholders of $42.4 million.

Current wording

Net cash used in financing activities was $116.5 million for the three months ended March 31, 2025, and net cash used in financing activities was $112.8 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, we repurchased 0.7 million of our Ordinary Shares for total of $20.0 million, made dividend payments to our shareholders of $81.4 million, and paid $9.1 million in taxes withheld on vested employee share-based compensation awards. The three months ended 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.

Previous wording

At September 30, 2024, we had a total contract drilling services backlog of approximately $6.5 billion, which includes a commitment of 70% of available days for the remainder of 2024. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Current wording

At March 31, 2025, we had a total contract drilling services backlog of approximately $5.4 billion, which includes a commitment of 54% of available days for the remainder of 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Previous wording

Capital additions totaled $374.3 million for the nine months ended September 30, 2024, and consisted of the following:

Current wording

Capital additions totaled $85.5 million for the three months ended March 31, 2025, and consisted of the following:

Previous wording

•$132.8 million in major projects, including subsea and other related projects; and

Current wording

•$19.8 million in major projects, including subsea and other related projects; and

Previous wording

•$27.3 million for rebillable capital and contract modifications.

Current wording

•$6.2 million for rebillable capital and contract modifications.

Previous wording

Our total capital additions estimate for the year ending December 31, 2024, net of reimbursements, is expected to range between $480 million and $510 million, of which approximately $300 million to $330 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.

Current wording

Our total capital additions estimate for the year ending December 31, 2025, net of reimbursements, is expected to range between $375 million and $425 million. We expect to fund these capital additions with cash generated by our operations and cash on hand.

Previous wording

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.

Current wording

From time to time we consider possible projects and may have certain events 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.

Previous wording

On April 18, 2023, Noble entered into the 2023 Revolving Credit Agreement. The Revolving Credit Facility under the 2023 Revolving Credit Agreement 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.

Current wording

In April 2023, certain subsidiaries of Noble amended and restated the senior secured revolving credit agreement, dated February 5, 2021, by entering into an Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 18, 2023 (as amended and otherwise modified from time to time, the “2023 Revolving Credit Agreement”), by and among Noble Finance II, Noble International Finance Company, Noble Drilling A/S, and each other designated borrower from time to time party thereto, as borrowers, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee. The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550.0 million with maturity in April 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.

Previous wording

As of September 30, 2024, we had no borrowings outstanding and $24.0 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, 2024, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

As of March 31, 2025, we had no borrowings outstanding and $19.8 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $141.3 million in letters of credit and surety bonds issued under bilateral arrangements. For additional information about the 2023 Revolving Credit Facility, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

8.000% Senior Notes due 2030. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 at a premium of 103% bringing the total outstanding principal amount to $1.4 billion (collectively, the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, certain subsidiaries of Noble Finance II (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee.

Current wording

In April 2023, Noble Finance II, a wholly owned subsidiary of Noble, issued $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (“Initial 2030 Notes”). The Initial 2030 Notes were issued pursuant to an indenture, dated April 18, 2023 (as supplemented or otherwise modified from time to time, the “Noble Indenture”), among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee. In August 2024, Noble Finance II issued an additional $800.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “Additional 2030 Notes” and, together with the Initial 2030 Notes, the “2030 Notes”) at a premium of 103% bringing the total outstanding principal amount to $1.4 billion. The Additional 2030 Notes were issued pursuant to the Noble Indenture and the net proceeds from the offering of the Additional 2030 Notes were primarily used to fund the cash consideration in the Diamond Transaction and to pay any premiums, fees, and expenses related to the issuance of the Additional 2030 Notes. As of March 31, 2025, we had outstanding $1.4 billion aggregate principal amount of our 2030 Notes. For additional information about the 2030 Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

In connection with the Diamond Transaction, the Company assumed $550 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 issued by Diamond Foreign Asset Company and Diamond Finance, LLC. For additional information about the Diamond Second Lien Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

In connection with the Diamond Transaction, the Company assumed $550.0 million aggregate principal amount of 8.500% Senior Secured Second Lien Notes due October 2030 (the “Diamond Second Lien Notes”) issued pursuant to an indenture, dated as of September 21, 2023 (as supplemented and otherwise modified from time to time, the “Diamond Second Lien Indenture”), among Diamond Foreign Asset Company and Diamond Finance, LLC, as issuers, Diamond Offshore Drilling, Inc., the other guarantors party thereto and HSBC Bank USA, National Association, as trustee and as collateral agent. As of March 31, 2025, we had outstanding $550.0 million aggregate principal amount of our Diamond Second Lien Notes. For additional information about the Diamond Second Lien Notes, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

In connection with the Diamond Transaction, the Company terminated Diamond’s $300 million senior secured revolving credit facility, which was scheduled to mature in April 2026. At the time of the merger and termination, Diamond had no outstanding borrowings under the facility.

Current wording

In connection with the Diamond Transaction, the Company terminated Diamond’s $300.0 million senior secured revolving credit facility under a credit agreement, dated as of April 23, 2021 (as amended and otherwise modified, the “Diamond Credit Agreement”), among Diamond Offshore Drilling, Inc., Diamond Foreign Asset Company, as borrower, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, collateral agent, and issuing lender. The revolving commitments under the Diamond Credit Agreement were scheduled to mature in April 2026. At the time of the Diamond Transaction and the termination of the commitments under the Diamond Credit Agreement, Diamond had no outstanding borrowings under the Diamond Credit Agreement. For additional information about the Diamond Credit Agreement, see “Note 6 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

Our most recent quarterly dividend, totaling approximately $81.6 million (or $0.50 per share), was declared on June 10, 2024, and paid on September 26, 2024, to shareholders of record at close of business on September 12, 2024.

Current wording

Our most recent quarterly dividend, totaling approximately $79.4 million (or $0.50 per share), was declared on February 17, 2025, and paid on March 20, 2025, to shareholders of record at close of business on March 5, 2025.