Noble Corp plc

Previous 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.

Current wording

The following discussion is intended to assist you in understanding our financial position at June 30, 2025, and our results of operations for the three and six months ended June 30, 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, 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.

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

Our 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.

Current wording

Our 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 on 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.

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 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.

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 38 drilling rigs, consisting of 25 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 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.

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 generally in the mid to high $60s per barrel 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 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.

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, 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

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.

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. As of June 30, 2025, contract drilling services backlog totaled approximately $7.4 billion.

Previous wording

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

Current wording

(1)Represents a six-month period beginning July 1, 2025.

Previous wording

(3)In 2022, Noble renewed its five-year Framework Agreement with Aker BP (the “Framework Agreement”) 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.

Current wording

(4)In 2022, Noble renewed its five-year Framework Agreement with Aker BP (the “Framework Agreement”) 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.

Previous wording

(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.

Current wording

(5)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.

Previous 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.

Current wording

As of June 30, 2025, ExxonMobil, Shell, and TotalEnergies represented approximately 26.5%, 18.6%, and 12.2% of our backlog, respectively.

Previous 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.

Current wording

Net income for the three months ended June 30, 2025 (the “current quarter”), was $42.9 million, or $0.27 per diluted share, on operating revenues of $848.7 million compared to net income for the three months ended June 30, 2024, of $195.0 million, or $1.34 per diluted share, on operating revenues of $692.8 million.

Previous 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.

Current wording

Floaters. During the second quarter of 2025, floaters generated revenue of $684.3 million, as compared to $517.7 million in the second quarter of 2024. The increase in revenue was mainly attributable to $297.0 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $97.7 million from rigs with net changes in operating days in the current period as well as $11.9 million from a decrease in average dayrates in the current period. Additionally, floater revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $20.8 million in the current period.

Previous 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.

Current wording

Floaters. During the second quarter of 2025, total contract drilling services costs related to floaters was $396.8 million, as compared to $248.7 million in the second quarter 2024. The primary drivers of this increase were $112.5 million related to the additional floaters acquired in connection with the Diamond Transaction, $27.0 million in mobilization, and $41.0 million in non-labor and operations support costs, incremental insurance costs, and other costs across the fleet. These increases were partially offset by decreases of $7.1 million in labor, $9.7 million in repairs and maintenance, as well as insurance proceeds received for a certain rig totaling $15.6 million.

Previous 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.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $147.1 million and $90.8 million during the second quarter of 2025 and 2024, respectively. Depreciation and amortization increased by $56.3 million in the current period primarily due to the Diamond Transaction.

Previous 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.

Current wording

General and administrative. General and administrative expenses totaled $35.0 million and $39.7 million during the second quarter of 2025 and 2024, respectively. The decrease was primarily due to individually insignificant items within certain corporate charges such as professional fees, corporate leases, and employee related costs.

Previous wording

Merger and integration costs. Noble incurred $14.9 million and $9.3 million of merger and integration costs during the first quarter of 2025 and 2024, respectively. In the first quarter of 2025, costs incurred related primarily to the Diamond

Current wording

Merger and integration costs. Noble incurred $5.3 million and $10.6 million of merger and integration costs during the second quarter of 2025 and 2024, respectively. In the second quarter of 2025, costs incurred related primarily to the

Previous wording

Transaction. In the first quarter of 2024, costs incurred related directly to the Business Combination with Maersk Drilling. In both periods, costs related primarily to professional fees and certain integration-related activities.

Current wording

Diamond Transaction. In the second quarter of 2024, costs incurred related to the Business Combination with Maersk Drilling. In both periods, such direct costs related primarily to professional fees and certain integration-related activities.

Previous 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.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.0 million and $12.0 million during the second 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 income of $1.8 million and other losses of $4.7 million during the first quarter of 2025 and 2024, respectively.

Current wording

Interest income and other, net. Noble recognized interest and other income of $4.7 million and interest income and other losses of $8.2 million during the second quarter of 2025 and 2024, respectively.

Previous 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.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $57.1 million and an income tax benefit of $5.2 million during the second quarter of 2025 and 2024, respectively.

Previous 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.

Current wording

During the second quarter of 2025, our tax provision included tax benefits of $22.3 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg. Such tax benefits are offset by tax expenses of $10.3 million related to uncertain tax position movements and recurring quarterly accruals of $69.1 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous 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.

Current wording

Jackups. During the six months ended June 30, 2025, jackups generated revenue of $266.7 million, as compared to $260.9 million in the six months ended June 30, 2024. The increase in revenue was mainly attributable to $34.6 million from an increase in average dayrates in the current period. This increase was partly offset by $13.8 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 $4.1 million in the current period.

Previous 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.

Current wording

Jackups. During the six months ended June 30, 2025, total contract drilling services cost related to jackups was $175.9 million, as compared to $187.4 million in the six months ended June 30, 2024. The primary drivers of this decrease were $3.5 million related to repairs and maintenance, $3.3 million in non-labor and operations support costs across the fleet, as well as insurance proceeds received for a certain rig totaling $20.0 million. Further, there was a decrease of $11.1 million after the completion of disposal activities regarding certain rigs. These decreases were partially offset by increases of $26.4 million in labor, transportation, and other costs across the fleet.

Previous 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.

Current wording

During the six months ended June 30, 2024, our tax provision included tax benefits of $81.6 million related to releases of adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits are offset by tax expenses related to a net increase in uncertain tax positions of $6.9 million and recurring quarterly accruals of $59.3 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.

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. 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.

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 an incident regarding one floater. These incurred costs exceeded the applicable deductible. We have received partial insurance recoveries for 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 $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.

Current wording

Net cash provided by operating activities was $487.4 million and $235.5 million for the six months ended June 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities for the six months ended June 30, 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 $573.1 million at June 30, 2025, and $448.5 million at December 31, 2024.

Previous 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.

Current wording

Net cash used in investing activities was $191.7 million and $299.8 million for the six months ended June 30, 2025 and 2024, respectively, and primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs. Also, during the current quarter, we received net proceeds of $16.2 million pertaining to the sale of the Pacific Scirocco, completed in June 2025, and a prepaid deposit for securing the sale of the Pacific Meltem, completed on July 3, 2025.

Previous 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.

Current wording

Net cash used in financing activities was $202.5 million for the six months ended June 30, 2025, and net cash used in financing activities was $134.9 million for the six months ended June 30, 2024. During the six months ended June 30, 2025, we repurchased 0.7 million of our Ordinary Shares for total of $20.0 million, made dividend payments to our shareholders of $160.9 million, and paid $9.4 million in taxes withheld on vested employee share-based compensation awards. The six months ended June 30, 2024, included dividend payments to our shareholders of $116.6 million as well as $53.6 million in taxes withheld on vested employee share-based compensation awards, partly offset by borrowing of $35.0 million under the 2023 Revolving Credit Facility.

Previous 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.”

Current wording

At June 30, 2025, we had a total contract drilling services backlog of approximately $7.4 billion, which includes a commitment of 59% of available days for the remainder of 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Previous wording

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

Current wording

Capital additions totaled $204.3 million for the six months ended June 30, 2025, and consisted of the following:

Previous wording

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

Current wording

•$58.6 million in major projects, including subsea and other related projects; and

Previous wording

•$6.2 million for rebillable capital and contract modifications.

Current wording

•$10.5 million for rebillable capital and contract modifications.

Previous 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.

Current wording

Our total capital additions estimate for the year ending December 31, 2025, net of reimbursements, is expected to range between $400.0 million and $450.0 million. We expect to fund these capital additions with cash generated by our operations and cash on hand.

Previous 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.

Current wording

As of June 30, 2025, we had no borrowings outstanding and $18.2 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $140.4 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

Under English law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders (except where the purchase is for the purposes of, or pursuant to, any employees’ share scheme). Such purchases may be paid for either (i) out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law or (ii) from the proceeds of a fresh issue of shares made for the purpose of financing the purchase. 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 commencing on September 28, 2022 (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three months ended March 31, 2025 and 2024, we repurchased 0.7 million and none of our Ordinary Shares, respectively. All repurchased shares were subsequently cancelled.

Current wording

Under English law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders (except where the purchase is for the purposes of, or pursuant to, any employees’ share scheme). Such purchases may be paid for either (i) out of Noble’s “distributable reserves” as determined by reference to relevant statutory accounts in accordance with English law or (ii) from the proceeds of a fresh issue of shares made for the purpose of financing the purchase. On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million and, at the 2025 annual general meeting of shareholders, shareholders approved the repurchase of up to 23,800,068 Ordinary Shares. The authorization by the Board of Directors has approximately $370 million remaining, does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. None of the 23,800,068 Ordinary Shares authorized for repurchase by shareholders has yet been utilized and the authorization by shareholders expires on May 8, 2030 (subject to certain exceptions). The program does not obligate us to acquire any particular amount of Ordinary Shares. During the three and six months ended June 30, 2025, we repurchased zero and 0.7 million of our Ordinary Shares, respectively. During the three and six months ended June 30, 2024, we did not repurchase any of our Ordinary Shares. All repurchased shares were subsequently cancelled.

Previous wording

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 Form 10-K. As of March 31,

Current wording

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 Form 10-K. As of June 30, 2025, there have been no material changes to the judgments, assumptions, and estimates upon which our critical accounting policies and estimates are based.