Noble Corp plc

Previous 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.

Current wording

The following discussion is intended to assist you in understanding our financial position at September 30, 2025, and our results of operations for the three and nine months ended September 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, the 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 stateme…

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 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.

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 36 drilling rigs, consisting of 25 floaters and 11 jackups, after closing on the sale of the Noble Reacher on October 6, 2025, 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

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.

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. 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 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. As of June 30, 2025, contract drilling services backlog totaled approximately $7.4 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 September 30, 2025, contract drilling services backlog totaled approximately $7.1 billion.

Previous wording

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

Current wording

(1)Represents a three-month period beginning October 1, 2025.

Previous wording

(3)Assuming 40% of available performance revenue realized on a combined basis under certain long-term contracts with Shell and Total Energies.

Current wording

(3)Assuming approximately 40% of available performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname).

Previous wording

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

Current wording

As of September 30, 2025, ExxonMobil, Shell, BP, and TotalEnergies represented approximately 23.3%, 19.2%, 16.2%, and 12.5% of our backlog, respectively.

Previous 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.

Current wording

Net loss for the three months ended September 30, 2025 (the “current quarter”), was $21.1 million, or $(0.13) per diluted share, on operating revenues of $798.0 million compared to net income for the three months ended September 30, 2024, of $61.2 million, or $0.40 per diluted share, on operating revenues of $800.5 million.

Previous 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.

Current wording

Floaters. During the third quarter of 2025, floaters generated revenue of $630.2 million, as compared to $605.3 million in the third quarter of 2024. The increase in revenue was mainly attributable to $156.0 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $127.1 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 $3.5 million in the current period.

Previous wording

Jackups. During the second quarter of 2025, jackups generated revenue of $127.8 million, as compared to $143.0 million in the second quarter of 2024. The decrease in revenue was mainly attributable to $26.7 million from rigs with net changes in operating days. This decrease was partly offset by $18.1 million from an increase in average dayrates in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $1.0 million in the current period.

Current wording

Jackups. During the third quarter of 2025, jackups generated revenue of $127.3 million, as compared to $158.2 million in the third quarter of 2024. The decrease in revenue was mainly attributable to $51.8 million from rigs with net changes in operating days. This decrease was partly offset by $22.8 million from an increase in average dayrates in the current period.

Previous 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.

Current wording

Floaters. During the third quarter of 2025, total contract drilling services costs related to floaters was $381.6 million, as compared to $332.6 million in the third quarter 2024. The primary drivers of this increase were $71.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $7.3 million in fuel, $5.0 million in insurance costs, and $3.6 million in mobilization. These increases were partially offset by decreases of $15.8 million in repairs and maintenance and $11.0 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $11.2 million related to certain rigs sold or no longer operated by Noble.

Previous 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.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $147.3 million and $109.9 million during the third quarter of 2025 and 2024, respectively. Depreciation and amortization increased by $37.4 million in the current period primarily due to the Diamond Transaction.

Previous 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.

Current wording

General and administrative. General and administrative expenses totaled $33.3 million and $43.6 million during the third quarter of 2025 and 2024, respectively. The decrease was primarily due to reductions within certain corporate charges such as professional fees, corporate leases, and employee-related costs.

Previous 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

Current wording

Merger and integration costs. Noble incurred $2.1 million and $69.2 million of merger and integration costs during the third quarter of 2025 and 2024, respectively. In the third quarter of 2025, costs incurred directly related to the Diamond Transaction. In the third quarter of 2024, $63.1 million and $6.1 million of costs incurred related directly to the Diamond Transaction and the Business Combination with Maersk Drilling, respectively. In both periods, such costs related primarily to professional fees and certain integration-related activities.

Previous wording

(Gain) loss on sale of operating assets, net. During the second quarter of 2025, we sold the Pacific Scirocco, resulting in a pre-tax gain of $4.8 million. During the second quarter of 2024, we sold the Noble Explorer, resulting in a pre-tax gain of $17.4 million.

Current wording

(Gain) loss on sale of operating assets, net. During the third quarter of 2025, we sold the Noble Highlander and the Pacific Meltem, resulting in a pre-tax gain of $5.6 million.

Previous 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.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.5 million and $25.0 million during the third 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 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.

Current wording

Interest income and other, net. Noble recognized interest and other income of $0.7 million and $2.3 million during the third quarter of 2025 and 2024, respectively.

Previous 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.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $31.7 million and $31.6 million during the third quarter of 2025 and 2024, respectively.

Previous 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.

Current wording

During the third quarter of 2025, our tax provision included tax benefits of $6.1 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by recurring quarterly accruals of $37.9 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous wording

During the second quarter of 2024, our tax provision included tax benefits of $63.1 million mainly related to releases of valuation allowance for deferred tax benefits in Luxembourg. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $57.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.

Current 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 were offset by tax expenses related to recurring quarterly accruals of $67.8 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.

Previous wording

Net income for the six months ended June 30, 2025, was $151.2 million, or $0.93 per diluted share, on operating revenues of $1.7 billion compared to net income for the six months ended June 30, 2024, of $290.5 million, or $1.99 per diluted share, on operating revenues of $1.3 billion.

Current wording

Net income for the nine months ended September 30, 2025, was $130.1 million, or $0.80 per diluted share, on operating revenues of $2.5 billion compared to net income for the nine months ended September 30, 2024, of $351.7 million, or $2.37 per diluted share, on operating revenues of $2.1 billion.

Previous wording

Floaters. During the six months ended June 30, 2025, floaters generated revenue of $1.4 billion, as compared to $1.0 billion in the six months ended June 30, 2024. The increase in revenue was mainly attributable to $512.4 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $96.0 million from rigs with net changes in operating days in the current period as well as $20.4 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 $30.4 million in the current period.

Current wording

Floaters. During the nine months ended September 30, 2025, floaters generated revenue of $2.0 billion, as compared to $1.6 billion in the nine months ended September 30, 2024. The increase in revenue was mainly attributable to $668.3 million provided by the additional floaters acquired in connection with the Diamond Transaction. These increases were partly offset by $226.1 million from rigs with net changes in operating days in the current period as well as $17.9 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 $34.0 million in the current period.

Previous 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.

Current wording

Jackups. During the nine months ended September 30, 2025, jackups generated revenue of $394.0 million, as compared to $419.1 million in the nine months ended September 30, 2024. The decrease in revenue was mainly attributable to a decrease of $63.8 million from rigs with net changes in operating days during the current period. This decrease was partly offset by $55.6 million from an increase in average dayrates in the current period. Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $4.3 million in the current period.

Previous wording

Floaters. During the six months ended June 30, 2025, total contract drilling services costs related to floaters was $788.6 million, as compared to $538.3 million in the six months ended June 30, 2024. The primary drivers of this increase were $236.0 million related to the additional floaters acquired in connection with the Diamond Transaction, $35.0 million in mobilization, and $39.2 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 $16.3 million in labor, $22.0 million in repairs and maintenance, $6.0 million in transportation, as well as insurance proceeds received for a certain rig totaling $15.6 million.

Current wording

Floaters. During the nine months ended September 30, 2025, total contract drilling services costs related to floaters was $1.2 billion, as compared to $870.9 million in the nine months ended September 30, 2024. The primary drivers of this increase were $307.1 million related to the additional floaters acquired in connection with the Diamond Transaction, $38.6 million in mobilization, and $30.1 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 $13.4 million in labor, $38.5 million in repairs and maintenance, as well as insurance proceeds received for a certain rig totaling $15.6 million. Further, there was a decrease of $14.2 million related to certain rigs sold or no longer operated by Noble.

Previous 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.

Current wording

Jackups. During the nine months ended September 30, 2025, total contract drilling services cost related to jackups was $279.4 million, as compared to $289.0 million in the nine months ended September 30, 2024. The primary drivers of this decrease were $7.2 million related to repairs and maintenance as well as insurance proceeds received for a certain rig totaling $20.0 million. Further, there was a decrease of $10.7 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by increases of $28.4 million in labor, mobilization, fuel, and other costs across the fleet.

Previous wording

Depreciation and amortization. Depreciation and amortization totaled $290.2 million and $177.5 million during the six months ended June 30, 2025 and 2024, respectively. Depreciation and amortization increased by $112.8 million in the current period primarily due to the Diamond Transaction.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $437.5 million and $287.3 million during the nine months ended September 30, 2025 and 2024, respectively. Depreciation and amortization increased by $150.1 million in the current period primarily due to the Diamond Transaction.

Previous wording

General and administrative. General and administrative expenses totaled $70.2 million and $65.6 million during the six months ended June 30, 2025 and 2024, respectively. The increase was primarily due to 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 $103.5 million and $109.2 million during the nine months ended September 30, 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 $20.2 million and $19.9 million of merger and integration costs during the six months ended June 30, 2025 and 2024, respectively. In the current period, costs incurred related primarily to the Diamond Transaction. In the prior period, 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.

Current wording

Merger and integration costs. Noble incurred $22.4 million and $89.2 million of merger and integration costs during the nine months ended September 30, 2025 and 2024, respectively. In the current period, costs incurred directly related primarily to the Diamond Transaction. In the prior period, $69.4 million and $19.8 million of costs incurred related directly to the Diamond Transaction and to the Business Combination with Maersk Drilling. In both periods, such costs related primarily to professional fees and certain integration-related activities.

Previous wording

(Gain) loss on sale of operating assets, net. During the second quarter of 2025, we sold the Pacific Scirocco, resulting in a pre-tax gain of $4.8 million. During the second quarter of 2024, we sold the Noble Explorer, resulting in a pre-tax gain of $17.4 million.

Current wording

(Gain) loss on sale of operating assets, net. During the nine months ended September 30, 2025, we sold the Noble Highlander, Pacific Meltem, and Pacific Scirocco, resulting in a pre-tax gain of $11.0 million. During the nine months ended September 30, 2024, we sold the Noble Explorer, resulting in a pre-tax gain of $17.4 million.

Previous wording

Interest expense, net of amounts capitalized. Interest expense totaled $80.5 million and $29.5 million during the six months ended June 30, 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 $121.0 million and $54.5 million during the nine months ended September 30, 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 interest and other income of $6.5 million and interest income and other losses of $12.9 million during the six months ended June 30, 2025 and 2024, respectively.

Current wording

Interest income and other, net. Noble recognized interest and other income of $7.3 million and interest income and other losses of $10.6 million during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Income tax benefit (provision). Noble recorded an income tax provision of $97.5 million and an income tax benefit of $15.4 million during the six months ended June 30, 2025 and 2024, respectively.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $129.2 million and $16.2 million during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

During the six months ended June 30, 2025, our tax provision included tax benefits of $78.9 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 $176.4 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Current wording

During the nine months ended September 30, 2025, our tax provision included tax benefits of $85.1 million related to releases of valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $214.3 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous 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.

Current wording

During the nine months ended September 30, 2024, our tax provision included tax benefits of $117.8 million related to releases and adjustments of valuation allowance for deferred tax benefits in Nigeria, Switzerland, and Luxembourg. Such tax benefits were offset by recurring quarterly accruals of $134.0 million mostly in Guyana, Luxembourg, Switzerland, and Nigeria.

Previous 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.

Current wording

Net cash provided by operating activities was $764.6 million and $519.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in net cash provided by operating activities for the nine months ended September 30, 2025, was primarily attributable to improvements in cash flows from operating assets driven by an increase in payments from customers, as well as the Diamond Transaction. We had working capital of $585.2 million at September 30, 2025, and $448.5 million at December 31, 2024.

Previous 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.

Current wording

Net cash used in investing activities was $243.7 million and $813.8 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in net cash used in investing activities for the nine months ended September 30, 2025, was primarily attributable to the disposal of rigs during the current period and net cash paid related to the closing of the Diamond Transaction during the nine months ended September 30, 2024. Otherwise, net cash used in investing activities primarily consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Previous 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.

Current wording

Net cash used in financing activities was $288.6 million for the nine months ended September 30, 2025, and net cash provided by financing activities was $331.9 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we repurchased 0.7 million of our Ordinary Shares for total of $20.0 million, made dividend payments to our shareholders of $240.4 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. 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 a 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.

Previous 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.”

Current wording

At September 30, 2025, we had a total contract drilling services backlog of approximately $7.1 billion, which includes a commitment of 61% of available days for the remainder of 2025. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Previous wording

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

Current wording

Capital additions totaled $339.0 million for the nine months ended September 30, 2025, and consisted of the following: