Noble Corp plc

Previous wording

The following discussion is intended to assist you in understanding our financial position at March 31, 2026, and our results of operations for the three months ended March 31, 2026 and 2025. 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, 2025 (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, 2026, and our results of operations for the six months ended June 30, 2026 and 2025. 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, 2025 (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 Securities Exchange Act of 1934, as amended (“the Exchange Act”). 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, fleet status, stacking of rigs, effects of new rigs on the market revenues, the impact of acquisitions or divestments, 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, the impacts of sustainability matters, the outcome of tax disputes, assessments and settlements, and expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation and recessions, trends and outlook, general political conditions, including political tensions, conflicts and war, timing, benefits or results of acquisitions or dispositions, and timing for compliance with any new regulations. 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 for any reason, except as required…

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 Securities Exchange Act of 1934, as amended (“the Exchange Act”). 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, fleet status, effects of new rigs on the market revenues, operating expenses, cash flows, contract status, tenders, terms and duration, dayrates, operational suspensions, contract negotiations, terminations and extensions, backlog, rigs’ 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, the impacts of sustainability matters, the outcome of tax disputes, assessments and settlements, expense management, the outcome of any dispute, litigation, audit or investigation, plans, foreign currency requirements, results of joint ventures, general economic, market, including inflation and recessions, trends and outlook, general political conditions, including political tensions, conflicts and war, timing, benefits, impacts or results of acquisitions or dispositions, and timing for compliance with any new regulations. 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 for any reason, except as required by law. Actua…

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 31 drilling rigs, consisting of 25 floaters and 6 jackups (excluding certain rigs currently operating under a bareboat charter agreement), 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 30 drilling rigs, consisting of 24 floaters and 6 jackups (excluding certain rigs currently operating under a bareboat charter agreement), 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, although, recently, the ongoing conflict in Iran has caused significant disruption in the normal flow of oil, refined petroleum products, and related commodities, with consequent price increases. 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 decreased moderately since recent highs in 2023 and 2024.

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. During the second quarter of 2026, the conflict involving Iran caused significant disruption in the normal flow of oil, refined petroleum products, and related commodities, contributing to elevated and volatile commodity prices and broader uncertainty across global energy markets and regional and global shipping flows. 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 decreased moderately since recent highs in 2023 and 2024.

Previous wording

Although the market outlook in our business varies by geographical region and water depth and, despite recent volatility regarding the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater 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 could 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 outlook for both floaters and jackups over the next several quarters continues to present lingering utilization headwinds compared to 2023-2024 levels. Furthermore, economic uncertainty and increased volatility regarding commodity prices, arising from, among other things, the recent escalation of conflict in Iran, disrupted shipping channels, and elevated geopolitical tensions, collectively present potential for oil demand destruction and supply chain pressure.

Current wording

Although the market outlook in our business varies by geographical region and water depth and, despite recent volatility regarding the price of oil, we remain encouraged by the long-term outlook in the ultra-deepwater floater 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 could 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, the near-term outlook for both floaters and jackups over the next several quarters continues to present lingering utilization headwinds compared to 2023-2024 levels. Furthermore, economic uncertainty and increased volatility regarding commodity prices, arising from, among other things, the conflict involving Iran, related shipping disruption, and elevated geopolitical tensions, collectively present potential for oil demand destruction and supply chain pressure.

Previous wording

Our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, including the impacts of new or increased tariffs or trade wars, and geopolitical crises (including the recent escalation of conflict in Iran) and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs with uncertainty related to trade policy and tariffs also having the ability to negatively impact rig demand.

Current wording

Our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, including the impacts of new or increased tariffs or trade wars, and geopolitical crises (including the recent conflict involving Iran) and their respective regional and global ramifications. Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs with uncertainty related to trade policy and tariffs also having the ability to negatively impact rig 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. As of March 31, 2026, contract drilling services backlog totaled approximately $7.2 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, 2026, contract drilling services backlog totaled approximately $7.1 billion.

Previous wording

(1)Represents a nine-month period beginning April 1, 2026.

Current wording

(1)Represents a six-month period beginning July 1, 2026.

Previous wording

(6)The above table includes approximately $15.8 million of backlog associated with the Noble Resolve, held for sale as of March 31, 2026, pertaining to the agreement with Ocean Oilfield Drilling.

Current wording

(6)The above table includes approximately $2.2 million of backlog associated with the Noble Resolve, held for sale as of June 30, 2026, pertaining to the agreement with Ocean Oilfield Drilling.

Previous wording

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates, and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified according to their terms or by mutual consent, or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business and Operations – Our current backlog of contract drilling revenue may not be ultimately realized” in our Form 10-K.

Current wording

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates, and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified according to their terms or by mutual consent, or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. Our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business and Operations – Our current backlog of contract drilling revenue may not be ultimately realized” in our Form 10-K. For example, as described under “Results of Operations” below, the actual revenues earned in the second quarter of 2026 from the Noble Faye Kozack and the Noble Courage differed from prior backlog amounts due to the disclosed temporary operational suspensions. Both rigs are currently operating in Brazil; however, the outcome of discussions regarding proposed administrative solutions following the operational suspension of the rigs remain uncertain and actual revenues earned by the rigs may differ from the backlog amounts and periods presented in the table above. Additionally, the above table reflects re-sequenced commitments in the second half of 2026, including the transfer of backlog from the Noble Innovator to the Noble Intrepid as well as an earlier anticipated end date for the Noble Stanley Lafosse in January 2027 rather than July 2027 previously. In addition, with the relevant option likely moving into 2027, we no longer anticipate exercise of the option period for the Noble Viking in the fourth quarter of 2026.

Previous wording

As of March 31, 2026, ExxonMobil, Shell, BP, TotalEnergies, and Aker BP represented approximately 21.1%, 19.1%, 14.4%, 12.5%, and 11.1% of our backlog, respectively.

Current wording

As of June 30, 2026, ExxonMobil, Shell, BP, TotalEnergies, and Aker BP represented approximately 19.8%, 18.1%, 13.7%, 12.7%, and 10.5% of our backlog, respectively.

Previous wording

Net income for the three months ended March 31, 2026 (the “current quarter”), was $120.7 million, or $0.75 per diluted share, on operating revenues of $785.7 million compared to net income for the three months ended March 31, 2025, of $108.3 million, or $0.67 per diluted share, on operating revenues of $874.5 million.

Current wording

Net loss for the three months ended June 30, 2026 (the “current quarter”), was $36.7 million, or $(0.23) per diluted share, on operating revenues of $719.7 million compared to net income for the three months ended June 30, 2025, of $42.9 million, or $0.27 per diluted share, on operating revenues of $848.7 million.

Previous wording

Jackups. During the first quarter of 2026, jackups generated revenue of $122.0 million, as compared to $139.0 million in the first quarter of 2025. The decrease in revenue was mainly attributable to $23.4 million from rigs with net changes in operating days primarily as a result of divestitures during the current period. This decrease was partly offset by $6.7 million from an increase in average dayrates in the current period.

Current wording

Jackups. During the second quarter of 2026, jackups generated revenue of $128.5 million, as compared to $127.8 million in the second quarter of 2025. The increase in revenue was mainly attributable to $3.3 million due to a net change in average dayrates in the current period. This increase was partly offset by $2.6 million from rigs with net changes in operating days.

Previous wording

Jackups. During the first quarter of 2026, total contract drilling services cost related to jackups was $87.5 million, as compared to $70.5 million in the first quarter 2025. The primary drivers of this increase were $1.8 million in labor and $25.5 million in non-labor costs, operations support costs, and other costs across the fleet principally due to insurance proceeds received during the prior year quarter. These increases were partially offset by a decrease of $4.9 million in mobilization. Further, there was a decrease of $5.4 million related to certain rigs sold or no longer operated by Noble.

Current wording

Jackups. During the second quarter of 2026, total contract drilling services cost related to jackups was $89.3 million, as compared to $105.6 million in the second quarter of 2025. The primary drivers of this decrease were decreases of $5.8 million in mobilization, $3.1 million in regulatory inspections, and $1.8 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $5.6 million related to certain rigs sold or no longer operated by Noble.

Previous wording

Depreciation and amortization. Depreciation and amortization totaled $137.3 million and $143.1 million during the first quarter of 2026 and 2025, respectively. Depreciation and amortization decreased primarily due to divestitures during the current period as well as the timing of capital additions that were placed in service as compared to retirements among the periods.

Current wording

Depreciation and amortization. Depreciation and amortization totaled $139.6 million and $147.1 million during the second quarter of 2026 and 2025, respectively. Depreciation and amortization decreased primarily due to divestitures during the first quarter of 2026 as well as the timing of capital additions that were placed in service among the periods.

Previous wording

Merger and integration costs. Noble incurred $2.6 million and $14.9 million of merger and integration costs during the first quarter of 2026 and 2025, respectively. In the first quarter of 2026 and 2025, all and the majority of costs incurred, respectively, directly related to the agreement and plan of merger, dated June 9, 2024, with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). In both periods, such costs related primarily to professional fees and certain integration-related activities.

Current wording

Merger and integration costs. Noble incurred $5.3 million of merger and integration costs during the second quarter of 2025. The majority of the costs incurred directly related to the agreement and plan of merger, dated June 9, 2024, with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). Such costs related primarily to professional fees and certain integration-related activities.

Previous wording

Interest expense, net of amounts capitalized. Interest expense totaled $40.6 million and $40.5 million during the first quarter of 2026 and 2025, respectively. Interest expense in each period primarily related to our 2030 Notes as well as the Diamond Second Lien Notes (as defined below). For additional information, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

Interest expense, net of amounts capitalized. Interest expense totaled $36.2 million and $40.0 million during the second quarter of 2026 and 2025, respectively. Interest expense in each period primarily related to our 2034 Notes, 2030 Notes, and the Diamond Second Lien Notes (as defined below). The decrease in the current period is due to less average principal debt outstanding which accrued interest at lower rates. For additional information, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

Interest income and other, net. Noble recognized interest and other income of $8.2 million and $1.8 million during the first quarter of 2026 and 2025, respectively. The current period includes $3.4 million of interest income from the seller notes received from the sale of jackup rigs to Borr Drilling Limited. For additional information, see “Note 9 — Supplemental Financial Information—Notes receivable” to our unaudited condensed consolidated financial statements.

Current wording

Interest income and other, net. Noble recognized interest and other income of $3.7 million and $4.7 million during the second quarter of 2026 and 2025, respectively. The current period includes $4.0 million of interest income from the seller notes received from the sale of jackup rigs to Borr Drilling Limited. For additional information, see “Note 9 — Supplemental Financial Information—Notes receivable” to our unaudited condensed consolidated financial statements.

Previous wording

Income tax benefit (provision). Noble recorded an income tax provision of $72.9 million and $40.4 million during the first quarter of 2026 and 2025, respectively.

Current wording

Income tax benefit (provision). Noble recorded an income tax provision of $16.3 million and $57.1 million during the second quarter of 2026 and 2025, 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 were 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 and a net tax benefit of $10.3 million related to uncertain tax position movements. Such tax benefits were offset by tax expenses related to recurring quarterly accruals of $69.1 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Previous wording

Floaters. During the first quarter of 2026, floaters generated revenue of $620.6 million, as compared to $693.4 million in the first quarter of 2025. The decrease in revenue was mainly attributable to $93.9 million from rigs with net changes in operating days. This decrease was partly offset by $28.4 million from an increase 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 $7.4 million in the current period.

Current wording

Floaters. During the six months ended June 30, 2026, floaters generated revenue of $1.2 billion, as compared to $1.4 billion in the six months ended June 30, 2025. The decrease in revenue was mainly attributable to $209.8 million from rigs with net changes in operating days, which included approximately $43.0 million related to the Noble Faye Kozack and Noble Courage operational suspensions in Brazil. This decrease was partly offset by $12.0 million due to a net change 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 $8.3 million in the current period.

Previous wording

Floaters. During the first quarter of 2026, total contract drilling services costs related to floaters was $362.6 million, as compared to $391.6 million in the first quarter 2025. The primary drivers of this decrease were $13.5 million in rental equipment, $10.5 million in repairs and maintenance, $4.7 million in regulatory inspections, and $4.4 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $5.8 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by increases of $6.5 million in mobilization and $3.4 million in fuel.

Current wording

Floaters. During the six months ended June 30, 2026, total contract drilling services costs related to floaters was $719.6 million, as compared to $788.6 million in the six months ended June 30, 2025. The primary drivers of this decrease were decreases of $28.0 million in rental equipment, $19.9 million in repairs and maintenance, $9.3 million in regulatory inspections, and $33.2 million in non-labor costs, operations support costs, and other costs across the fleet. Further, there was a decrease of $11.9 million related to certain rigs sold or no longer operated by Noble. These decreases were partially offset by $11.4 million in insurance proceeds received as well as an increase of $16.2 million in mobilization and $5.7 million in fuel.

Previous wording

(Gain) loss on sale of operating assets, net. During the first quarter of 2026, we sold the Noble Tom Prosser, Noble Mick O'Brien, Noble Regina Allen, Noble Resilient, and Noble Resolute, resulting in a pre-tax gain of $89.5 million.

Current wording

(Gain) loss on sale of operating assets, net. During the six months ended June 30, 2026, we sold the Noble Tom Prosser, Noble Mick O'Brien, Noble Regina Allen, Noble Resilient, and Noble Resolute, resulting in a pre-tax gain of $89.5 million. During the six months ended June 30, 2025, we sold the Pacific Scirocco, resulting in a pre-tax gain of $4.8 million.

Previous wording

During the first quarter of 2026, our tax provision included tax benefits of $16.6 million related to adjustments to valuation allowance for deferred tax benefits primarily in Luxembourg and Switzerland. Such tax benefits were offset by tax effects of $23.5 million related to the gain on sale of operating assets and recurring quarterly accruals of $66.1 million mostly in Guyana, Luxembourg, Switzerland, and the United States.

Current wording

During the six months ended June 30, 2026, our tax provision included tax benefits of $37.7 million primarily related to adjustments to valuation allowances for deferred tax benefits primarily in Luxembourg, Switzerland, and Nigeria. Such tax benefits were offset by tax effects of $23.5 million related to the gain on sale of operating assets and recurring quarterly accruals of $103.4 million mostly in Luxembourg, Switzerland, and the United States.

Previous wording

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

Current wording

Our principal source of capital in the current period was cash generated from operating activities as well as net proceeds from the issuance of the 2034 Notes (as defined below). Cash on hand during the current period was primarily used for the following:

Previous wording

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

Current wording

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

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 (as defined below), 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.

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 Revolving Credit Facility (as defined below), 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.

Previous wording

Net cash provided by operating activities was $273.3 million and $271.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase in net cash provided by operating activities for the three months ended March 31, 2026, was primarily attributable to improvements in cash flows from operating liabilities driven by more efficient working capital management. We had working capital of $715.4 million at March 31, 2026, and $512.6 million at December 31, 2025.

Current wording

Net cash provided by operating activities was $417.4 million and $487.4 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in net cash provided by operating activities for the six months ended June 30, 2026, was primarily attributable to the sale of five jackup rigs to Borr Drilling Limited as well as the operational suspensions in Brazil during the current period. We had working capital of $561.4 million at June 30, 2026, and $512.6 million at December 31, 2025.

Previous wording

Net cash provided by investing activities was $102.5 million for the three months ended March 31, 2026, and net cash used in investing activities was $98.1 million for the three months ended March 31, 2025. The increase in net cash provided by investing activities for the three months ended March 31, 2026, was attributable to the disposal of rigs during the current period. Otherwise, investing activities in the current period consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Current wording

Net cash used in investing activities was $100.4 million and $191.7 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in net cash used in investing activities for the six months ended June 30, 2026, was attributable to the disposal of rigs during the current period. Otherwise, investing activities in the current period consisted of capital expenditures on routine projects associated with overhauls and upgrades on various rigs.

Previous wording

Net cash used in financing activities was $189.2 million and $116.5 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we repaid $56.7 million of debt, made dividend payments to our shareholders of $83.7 million, made finance lease payments of $41.8 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. During the three months ended March 31, 2025, we repurchased 0.7 million of our Ordinary Shares for a total of $20.0 million, made dividend payments to our shareholders of $81.4 million, made finance lease payments of $6.0 million, and paid $9.1 million in taxes withheld on vested employee share-based compensation awards.

Current wording

Net cash used in financing activities was $340.6 million and $202.5 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we issued $800.0 million of new 2034 Notes, including debt extinguishment and issuance costs of $40.7 million and $17.4 million, respectively, repaid $850.0 million of debt, made dividend payments to our shareholders of $163.2 million, made finance lease payments of $62.5 million, and paid $9.7 million in taxes withheld on vested employee share-based compensation awards. During the six months ended June 30, 2025, we repurchased 0.7 million of our Ordinary Shares for a 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.

Previous wording

At March 31, 2026, we had a total contract drilling services backlog of approximately $7.2 billion, which includes a commitment of 67% of available days for the remainder of 2026. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Current wording

At June 30, 2026, we had a total contract drilling services backlog of approximately $7.1 billion, which includes a commitment of 63% of available days for the remainder of 2026. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Previous wording

The revolving credit facility under the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as amended on June 24, 2024, and on December 16, 2025 (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 LLC, a wholly-owned, indirect subsidiary of Noble (“Noble Finance II”), that are or will be guarantors of the 2030 Notes (as defined below).

Current wording

On May 29, 2026, we amended the Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023, and as previously amended on June 24, 2024, and December 16, 2025 (the “Revolving Credit Facility”). The amendment to the Revolving Credit Facility increased the commitments to $650.0 million and extended the maturity date to May 2031. The guarantors under the Revolving Credit Facility are the same subsidiaries of Noble Finance II LLC, a wholly-owned, indirect subsidiary of Noble (“Noble Finance II”), that are or will be guarantors of the 2030 Notes and the 2034 Notes (each as defined below).

Previous wording

As of March 31, 2026, we had no borrowings outstanding and $6.7 million of letters of credit issued under the 2023 Revolving Credit Facility and an additional $42.8 million in letters of credit and surety bonds issued under bilateral arrangements. For additional information about the 2023 Revolving Credit Facility, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

As of June 30, 2026, we had no borrowings outstanding and $6.7 million of letters of credit issued under the Revolving Credit Facility and an additional $42.5 million in letters of credit and surety bonds issued under bilateral arrangements. For additional information about the Revolving Credit Facility, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

In 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 (the “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, 2026, we had outstanding $1.4 billion aggregate principal amount of our 2030 Notes. For additional information about the 2030 Notes, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

In 2023, Noble Finance II issued $600.0 million in aggregate principal amount of its 8.000% Senior Notes due 2030 (the “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), among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors, and the 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 indenture governing the Initial 2030 Notes 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. On June 11, 2026, Noble Finance II redeemed $300.0 million aggregate principal amount of the 2030 Notes for $312.0 million. As of June 30, 2026, we had outstanding $1.1 billion aggregate principal amount of our 2030 Notes. For additional information about the 2030 Notes, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

In connection with the agreement and plan of merger, dated June 9, 2024, with Diamond Offshore Drilling, Inc. (“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (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. On March 27, 2026, Diamond Foreign Asset Company redeemed $55.0 million aggregate principal amount of our 8.500% Senior Secured Second Lien Notes due 2030 for $56.7 million. As of March 31, 2026, we had outstanding $495.0 million aggregate principal amount of our Diamond Second Lien Notes. For additional information about the Diamond Second Lien Notes, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Current wording

In connection with the agreement and plan of merger, dated June 9, 2024, with Diamond, Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble acquired Diamond in the context of 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, Noble Offshore Drilling, Inc. (formerly known as Dolphin Merger Sub 2, Inc. and as successor by merger with Diamond) (“NODI”), certain of NODI’s subsidiaries party thereto, as guarantors, and the trustee and collateral agent. On March 27, 2026, Diamond Foreign Asset Company redeemed $55.0 million aggregate principal amount of the Diamond Second Lien Notes for $56.7 million. On June 11, 2026, Diamond Foreign Asset Company redeemed the remaining $495.0 million aggregate principal amount of the Diamond Second Lien Notes for $522.1 million. As of June 30, 2026, no Diamond Second Lien Notes remained outstanding, the Diamond Second Lien Indenture had been satisfied and discharged in accordance with its terms, and the related liens and security interests had been released, in each case subject to those provisions that by their terms survive the satisfaction and discharge. For additional information about the Diamond Second Lien Notes, see “Note 5 — Debt” to our unaudited condensed consolidated financial statements.

Previous wording

The Noble Indenture contains a covenant that requires Noble Finance II to furnish to holders of the 2030 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The Diamond Second Lien Indenture contains a covenant that requires Noble Offshore Drilling, Inc. (formerly known as Dolphin Merger Sub 2, Inc. and as successor by merger with Diamond Offshore Drilling, Inc.) (“NODI”) to furnish to holders of the Diamond Second Lien Notes certain financial information relating to NODI and its subsidiaries.

Current wording

The indentures governing the 2030 Notes and the 2034 Notes contain covenants that require Noble Finance II to furnish to holders of the 2030 Notes and the 2034 Notes certain financial information relating to Noble Finance II and its restricted subsidiaries. The obligation to furnish such information may be satisfied by providing financial information of Noble along with a description of the differences between such information and the financial information of Noble Finance II and its restricted subsidiaries on a standalone basis. As a result of Noble conducting substantially all of its business through Noble Finance II, the financial position and results of operations for Noble Finance II are the same as the information presented for Noble in all material respects. For the three and six months ended June 30, 2026, Noble Finance II’s operating income (loss) was $10.9 million and $20.5 million higher, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate professional and legal costs and administration charges attributable to Noble for operations support and stewardship-related services.

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 the Company’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, the Company’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400.0 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 $370.0 million remaining, does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. None of the shareholder authorization to purchase up to 23,800,068 Ordinary Shares has yet been utilized and the authorization by shareholders expires on May 8, 2030 (subject to certain exceptions). The program does not obligate the Company to acquire any particular amount of Ordinary Shares. During the three months ended March 31, 2026 and 2025, the Company repurchased none and 0.7 million of the Company’s Ordinary Shares, respectively. All repurchased shares were subsequently cancelled, and the nominal value of the repurchased shares was transferred to the Capital Redemption reserve. Under this program, repurchases may be made from time to time using a variety of methods such as open market purchases and privately negotiated transactions, in compliance with relevant rules and regulations. In establishing this program, the Board considered the benefits to shareholders of providing the business with this additional capital allocation flexibility to promote long-term value for shareholders alongside other uses of capital.

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 the Company’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, the Company’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400.0 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 $370.0 million remaining, does not have a fixed expiration, and may be modified, suspended, or discontinued at any time. None of the shareholder authorization to purchase up to 23,800,068 Ordinary Shares has yet been utilized and the authorization by shareholders expires on May 8, 2030 (subject to certain exceptions). The program does not obligate the Company to acquire any particular amount of Ordinary Shares. During the three and six months ended June 30, 2026, the Company repurchased none of the Company’s Ordinary Shares. During the three and six months ended June 30, 2025, the Company repurchased none and 0.7 million of the Company’s Ordinary Shares, respectively. All repurchased shares were subsequently cancelled, and the nominal value of the repurchased shares was transferred to the Capital Redemption reserve. Under this program, repurchases may be made from time to time using a variety of methods such as open market purchases and privately negotiated transactions, in compliance with relevant rules and regulations. In establishing this program, the Board considered the benefits to shareholders of providing the business with this additional capital allocation flexibility to promote long-term value for shareholders alongside other uses of capital.