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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 8-K
__________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 28, 2025
__________________________________________
NOBLE CORPORATION plc
(Exact name of registrant as specified in its charter)
England and Wales   001-41520   98-1644664
(State or other jurisdiction of incorporation)   (Commission file number)   (I.R.S. employer identification no.)
2101 City West Boulevard, Suite 600, Houston, Texas 77042
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: 281 276-6100
__________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per share NE New York Stock Exchange
Tranche 1 Warrants of Noble Corporation plc NE WS New York Stock Exchange
Tranche 2 Warrants of Noble Corporation plc NE WSA New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 2.02.    Results of Operations and Financial Condition.
On April 28, 2025, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended March 31, 2025. A copy of such press release is included as Exhibit 99.1 and will be published in the “Investors” section on the Company’s website at www.noblecorp.com.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the press release is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Item 7.01.    Regulation FD Disclosure.
On April 29, 2025, the President and Chief Executive Officer of Noble Corporation plc (NYSE: NE), Robert W. Eifler, together with other executive officers, plan to announce Noble Corporation plc's earnings for the quarter ended March 31, 2025, via teleconference, which will be open to the public and broadcast live over the internet. A copy of the slide presentation used in connection with the teleconference is attached as Exhibit 99.2 and is incorporated by reference into this item.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the slide presentation is being furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits
EXHIBIT
NUMBER DESCRIPTION
Exhibit 99.1
Exhibit 99.2
Exhibit 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    NOBLE CORPORATION plc
Date: April 28, 2025     By:   /s/ Robert W. Eifler
  Robert W. Eifler
  President and Chief Executive Officer



EX-99.1 2 exhibit991-q12025pressrele.htm EX-99.1 Document
EXHIBIT 99.1
PRESS RELEASE
noblelogocolorsmall.jpg
NOBLE CORPORATION PLC ANNOUNCES FIRST QUARTER 2025 RESULTS
•Approximately 15 rig years of new contract awards representing $2.2 to $2.7 billion of revenue potential; backlog increased to $7.5 billion.
•Q2 quarterly cash dividend maintained at $0.50 per share; approximately $100 million returned to shareholders in Q1.
•Q1 Net Income of $108 million, Diluted Earnings per Share of $0.67, Adjusted Diluted Earnings per Share of $0.26, Adjusted EBITDA of $338 million, net cash provided by operating activities of $271 million, and Free Cash Flow of $173 million.
•2025 Guidance maintained.
HOUSTON, TEXAS, April 28, 2025 - Noble Corporation plc (NYSE: NE, “Noble” or the “Company”) today reported first quarter 2025 results.
Three Months Ended
(in millions, except per share amounts) March 31, 2025 March 31, 2024 December 31,
2024
Total Revenue $ 874  $ 637  $ 927 
Contract Drilling Services Revenue 832  612  882 
Net Income (Loss) 108  95  97 
Adjusted EBITDA* 338  183  319 
Adjusted Net Income (Loss)* 42  66  91 
Basic Earnings (Loss) Per Share 0.68  0.67  0.60 
Diluted Earnings (Loss) Per Share 0.67  0.66  0.59 
Adjusted Diluted Earnings (Loss) Per Share* 0.26  0.45  0.56 
* A Non-GAAP supporting schedule is included with the statements and schedules in this press release.
Robert W. Eifler, President and Chief Executive Officer of Noble, stated “Our strong first quarter financial results and recent contract awards have demonstrated the effectiveness of our First Choice OffshoreSM strategy amid prevalent macroeconomic volatility. Moreover, the booking of over 15 rig years of new contract awards over the past several weeks underscores the durability of our customers’ long-term commitments offshore, as well as Noble’s place as a trusted service provider for these highly strategic drilling campaigns.”
First Quarter Results
Contract drilling services revenue for the first quarter of 2025 totaled $832 million compared to $882 million in the fourth quarter of 2024, with the sequential decrease driven primarily by the benefit received in the fourth quarter of 2024 from the Noble Deliverer’s early termination fee. Contract drilling services costs for the first quarter were $462 million, down from $527 million in the fourth quarter of 2024. Net income increased to $108 million in the first quarter of 2025, up from $97 million in the fourth quarter of 2024, and Adjusted EBITDA increased to $338 million in the first quarter of 2025, up from $319 million in the prior quarter.
1


Net cash provided by operating activities in the first quarter of 2025 was $271 million, capital expenditures were $114 million offset by proceeds from insurance claims of $15 million, and free cash flow (non-GAAP) was $173 million.
Balance Sheet & Capital Allocation
The Company's balance sheet as of March 31, 2025, reflected total debt principal value of $1.98 billion and cash (and cash equivalents) of $304 million.
The Company repurchased approximately 737 thousand shares in the first quarter for $20 million. On April 28, 2025, Noble’s Board of Directors approved an interim quarterly cash dividend on our ordinary shares of $0.50 per share for the second quarter of 2025. The $0.50 per share dividend is expected to be paid on June 18, 2025, to shareholders of record at close of business on June 5, 2025. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the Board of Directors and may be modified as market conditions dictate.
Operating Highlights and Backlog
Noble's marketed fleet of twenty-five floaters was 80% contracted during the first quarter, compared with 74% in the prior quarter. Recent backlog additions since last quarter have added 15 rig years of total floater backlog, materially enhancing contract coverage over the next several years. Recent dayrate fixtures for Tier-1 drillships have been in the low-to-high $400,000s, with 6th generation floater fixtures between the low $300,000s to mid $400,000s.
Utilization of Noble's thirteen marketed jackups was 74% in the first quarter, versus 82% utilization during the prior quarter. Leading edge dayrates for harsh environment jackups in the North Sea have remained stable, albeit with limited fixtures recently.
Subsequent to last quarter’s earnings press release, new contracts with total contract value of between $2.2 to $2.7 billion (including additional services and mobilization payments, but excluding unexercised extension options) include the following:
•Noble Voyager and a second Noble V-class 7th generation drillship to be named have each been awarded 4-year contracts with Shell in the U.S. Gulf. The two contracts, scheduled to commence in mid 2026 and Q4 2027, each include a base dayrate value of $606 million (inclusive of upgrades and services but excluding additional fees for mobilization and demobilization). Furthermore, there is the potential to earn performance incentive compensation of up to a maximum of 20% of the base value. The performance incentive is not guaranteed and is contingent upon achieving specific performance targets.
•Noble Developer and a Noble V-class 7th generation drillship to be named in the coming months have each been awarded 16-well (estimated 1,060 days) contracts with TotalEnergies in Suriname which are expected to commence between Q4 2026 and Q1 2027. Together, the firm revenue of the two contracts is $753 million. These contracts allow for an additional $297 million in revenue tied to collective operational performance program with TotalEnergies.
•Noble Discoverer received a 390-day extension from Petrobras in Colombia via option exercise, extending the rig from July 2025 to August 2026 at its existing dayrate.
•Noble Regina Allen received a one-well contract in Suriname with estimated duration of 65 days expected to commence in Q4 2025 with a total contract value estimated at $17.7 million including mobilization and demobilization fees.
•Noble Viking received a contract from Brunei Shell Petroleum for one well plus one option, scheduled to commence in Q4 2025 with an estimated firm contract value of $14 million.
•Noble Intrepid has been awarded a one-well contract with DNO Norge in Norway that is expected to commence in August 2025 with estimated duration of 50-90 days.
Assuming 40% of available performance revenue realized on a combined basis under recent long-term contracts, Noble's backlog as of April 28, 2025, stands at $7.5 billion. Backlog excludes mobilization and demobilization revenue.
2


Outlook
For the full year 2025, Noble maintains the previously issued guidance ranges for Total Revenue between $3,250 to $3,450 million, Adjusted EBITDA in the range of $1,050 to $1,150 million, and Capital Expenditures (net of reimbursements) between $375 to $425 million.
Commenting on Noble’s outlook, Mr. Eifler stated, “Our recent commercial success and 30% sequential increase in backlog have greatly enhanced our visibility through 2030. We remain highly focused on delivering safe and efficient operations for our customers, building strategic backlog, optimizing costs, and producing differentiated free cash flow and return of capital for our shareholders.”
Due to the forward-looking nature of Adjusted EBITDA and Capital Expenditures (net of reimbursements), management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure, net income and capital expenditures, respectively. Accordingly, the Company is unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. The unavailable information could have a significant effect on Noble’s full year 2025 GAAP financial results.
Conference Call
Noble will host a conference call related to its first quarter 2025 results on Tuesday, April 29, 2025, at 8:00 a.m. U.S. Central Time. Interested parties may dial +1 800-715-9871 and refer to conference ID 31391 approximately 15 minutes prior to the scheduled start time. Additionally, a live webcast link will be available on the Investor Relations section of the Company’s website. A webcast replay will be accessible for a limited time following the call.
Contact Noble Corporation plc
Ian Macpherson
Vice President - Investor Relations
+1 713-239-6019
imacpherson@noblecorp.com
About Noble Corporation plc
Noble is a leading offshore drilling contractor for the oil and gas industry. The Company owns and operates one of the most modern, versatile, and technically advanced fleets in the offshore drilling industry. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. Noble performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling units focused largely on ultra-deepwater and high specification jackup drilling opportunities in both established and emerging regions worldwide. Additional information on Noble is available at www.noblecorp.com.
Forward-looking Statements
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements, including those regarding future guidance, including revenue, adjusted EBITDA, the offshore drilling market and demand fundamentals, realization and timing of integration synergies, costs, the benefits or results of acquisitions or dispositions such as the acquisition of Diamond Offshore Drilling, Inc. (the “Diamond Transaction”), free cash flow expectations, capital expenditures, capital allocation expectations, including planned dividends and share repurchases, contract backlog, including projections for the achievement of performance incentives, rig demand, expected future contracts, options or extensions on existing contracts, anticipated contract start dates, major project schedules, dayrates and duration, any asset sales or the retirements of rigs, access to capital, fleet condition and utilization, timing and amount of insurance recoveries and 2025 financial guidance. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “target,” “will” and similar expressions are intended to be among the statements 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 communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law.
3


Risks and uncertainties include, but are not limited to, those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued.
4


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended March 31,
2025 2024
Operating revenues
Contract drilling services $ 832,428  $ 612,425 
Reimbursables and other 42,059  24,659 
874,487  637,084 
Operating costs and expenses
Contract drilling services 462,099  389,867 
Reimbursables 31,784  17,680 
Depreciation and amortization 143,137  86,698 
General and administrative 35,208  25,961 
Merger and integration costs 14,920  9,331 
687,148  529,537 
Operating income (loss) 187,339  107,547 
Other income (expense)
Interest expense, net of amounts capitalized (40,467) (17,544)
Interest income and other, net 1,837  (4,735)
Income (loss) before income taxes 148,709  85,268 
Income tax benefit (provision) (40,406) 10,213 
Net income (loss) $ 108,303  $ 95,481 
Per share data
Basic:
Net income (loss) $ 0.68  $ 0.67 
Diluted:
Net income (loss) $ 0.67  $ 0.66 
5


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents $ 303,755  $ 247,303 
Accounts receivable, net 756,303  796,961 
Prepaid expenses and other current assets 383,147  344,600 
Total current assets 1,443,205  1,388,864 
Intangible assets —  214 
Property and equipment, at cost 6,955,070  6,904,731 
Accumulated depreciation (1,006,622) (868,914)
Property and equipment, net 5,948,448  6,035,817 
Other assets 518,308  539,873 
Total assets $ 7,909,961  $ 7,964,768 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 306,972  $ 397,622 
Accrued payroll and related costs 93,686  116,877 
Other current liabilities 519,304  425,863 
Total current liabilities 919,962  940,362 
Long-term debt 1,978,771  1,980,186 
Other liabilities 352,403  384,254 
Noncurrent contract liabilities 916  8,580 
Total liabilities 3,252,052  3,313,382 
Commitments and contingencies
Total shareholders’ equity 4,657,909  4,651,386 
Total liabilities and equity $ 7,909,961  $ 7,964,768 

6


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
2025 2024
Cash flows from operating activities
Net income (loss) $ 108,303  $ 95,481 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization 143,137  86,698 
Amortization of intangible assets and contract liabilities, net (7,450) (20,353)
Changes in components of working capital and other operating activities
27,070  (33,137)
Net cash provided by (used in) operating activities 271,060  128,689 
Cash flows from investing activities
Capital expenditures (113,536) (166,610)
Proceeds from insurance claims
15,391  — 
Net cash provided by (used in) investing activities (98,145) (166,610)
Cash flows from financing activities
Warrants exercised 38 
Share repurchases (20,000) — 
Dividend payments (81,406) (59,418)
Taxes withheld on employee stock transactions (9,073) (53,431)
Finance lease payments (6,019) — 
Net cash provided by (used in) financing activities (116,460) (112,843)
Net increase (decrease) in cash, cash equivalents and restricted cash 56,455  (150,764)
Cash, cash equivalents and restricted cash, beginning of period 252,279  367,745 
Cash, cash equivalents and restricted cash, end of period $ 308,734  $ 216,981 

7


NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization (1)
Three Months Ended Three Months Ended Three Months Ended
March 31, 2025 December 31, 2024 March 31, 2024
Floaters 74  % 68  % 64  %
Jackups 74  % 82  % 67  %
Total 74  % 73  % 65  %
Operating Days
Three Months Ended Three Months Ended Three Months Ended
March 31, 2025 December 31, 2024 March 31, 2024
Floaters 1,800  1,713  1,101 
Jackups 871  978  794 
Total 2,671  2,691  1,895 
Average Dayrates
Three Months Ended Three Months Ended Three Months Ended
March 31, 2025 December 31, 2024 March 31, 2024
Floaters $ 381,161  $ 419,909  $ 433,608 
Jackups 159,527  152,419  144,187 
Total $ 308,898  $ 322,746  $ 312,502 
(1) Average Rig Utilization statistics include all marketed and cold stacked rigs.
8


NOBLE CORPORATION plc AND SUBSIDIARIES
CALCULATION OF BASIC AND DILUTED NET INCOME/(LOSS) PER SHARE
(In thousands, except per share amounts)
(Unaudited)

The following tables presents the computation of basic and diluted income (loss) per share:
Three Months Ended
March 31,
2025 2024
Numerator:
Net income (loss) $ 108,303  $ 95,481 
Denominator:
Weighted average shares outstanding - basic 159,006  141,954 
Dilutive effect of share-based awards 2,134  1,574 
Dilutive effect of warrants 797  1,703 
Weighted average shares outstanding - diluted 161,937  145,231 
Per share data
Basic:
Net income (loss) $ 0.68  $ 0.67 
Diluted:
Net income (loss) $ 0.67  $ 0.66 

9


NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
Certain non-GAAP measures and corresponding reconciliations to GAAP financial measures for the Company have been provided for meaningful comparisons between current results and prior operating periods. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles.
The Company defines “Adjusted EBITDA” as net income (loss) adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; amortization of intangible assets and contract liabilities, net; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. We prepare Adjusted Net Income (Loss) by eliminating from Net Income (Loss) the impact of a number of non-recurring items we do not consider indicative of our on-going performance. We prepare Adjusted Diluted Earnings (Loss) per Share by eliminating from Diluted Earnings per Share the impact of a number of non-recurring items we do not consider indicative of our on-going performance. Similar to Adjusted EBITDA, we believe these measures help identify underlying trends that could otherwise be masked by the effect of the non-recurring items we exclude in the measure.
The Company also discloses free cash flow as a non-GAAP liquidity measure. Free cash flow is calculated as Net cash provided by (used in) operating activities less cash paid for capital expenditures. We believe Free Cash Flow is useful to investors because it measures our ability to generate or use cash. Once business needs and obligations are met, this cash can be used to reinvest in the company for future growth or to return to shareholders through dividend payments or share repurchases. We may have certain obligations such as non-discretionary debt service that are not deducted from the measure. Such business needs, obligations, and other non-discretionary expenditures that are not deducted from Free Cash Flow would reduce cash available for other uses including return of capital.
We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management team for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.
These non-GAAP adjusted measures should be considered in addition to, and not as a substitute for, or superior to, contract drilling revenue, contract drilling costs, contract drilling margin, average daily revenue, operating income, cash flows from operations, or other measures of financial performance prepared in accordance with GAAP. Please see the following non-GAAP Financial Measures and Reconciliations for a complete description of the adjustments.
10


NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Adjusted EBITDA
Three Months Ended March 31, Three Months Ended
2025 2024 December 31, 2024
Net income (loss) $ 108,303  $ 95,481  $ 96,648 
Income tax (benefit) provision 40,406  (10,213) 27,814 
Interest expense, net of amounts capitalized 40,467  17,544  39,720 
Interest income and other, net (1,837) 4,735  6,812 
Depreciation and amortization 143,137  86,698  141,279 
Amortization of intangible assets and contract liabilities, net
(7,450) (20,353) (13,452)
Merger and integration costs 14,920  9,331  20,261 
Adjusted EBITDA $ 337,946  $ 183,223  $ 319,082 
Reconciliation of Income Tax Benefit (Provision)
Three Months Ended March 31, Three Months Ended
2025 2024 December 31, 2024
Income tax benefit (provision) $ (40,406) $ 10,213  $ (27,814)
Adjustments
Amortization of intangible assets and contract liabilities, net
—  58  859 
Discrete tax items (73,295) (18,528) (17,415)
Total Adjustments (73,295) (18,470) (16,556)
Adjusted income tax benefit (provision) $ (113,701) $ (8,257) $ (44,370)
11


NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Net Income (Loss)
Three Months Ended March 31, Three Months Ended
2025 2024 December 31, 2024
Net income (loss) $ 108,303  $ 95,481  $ 96,648 
Adjustments
Amortization of intangible assets and contract liabilities, net (7,450) (20,295) (12,593)
Joint taxation scheme compensation
—  —  4,018 
Merger and integration costs 14,920  9,331  20,261 
Discrete tax items (73,295) (18,528) (17,415)
Total Adjustments (65,825) (29,492) (5,729)
Adjusted net income (loss) $ 42,478  $ 65,989  $ 90,919 
Reconciliation of Diluted EPS
Three Months Ended March 31, Three Months Ended
2025 2024 December 31, 2024
Unadjusted diluted EPS $ 0.67  $ 0.66  $ 0.59 
Adjustments
Amortization of intangible assets and contract liabilities, net (0.05) (0.14) (0.08)
Joint taxation scheme compensation
—  —  0.02 
Merger and integration costs 0.09  0.06  0.12 
Discrete tax items (0.45) (0.13) (0.09)
Total Adjustments (0.41) (0.21) (0.03)
Adjusted diluted EPS $ 0.26  $ 0.45  $ 0.56 
Reconciliation of Free Cash Flow and Capital expenditures, net of proceeds from insurance claims
Three Months Ended March 31, Three Months Ended
2025 2024 December 31, 2024
Net cash provided by (used in) operating activities $ 271,060  $ 128,689  $ 136,214 
Capital expenditures (113,536) (166,610) (140,662)
Proceeds from insurance claims 15,391  —  6,871 
Free cash flow $ 172,915  $ (37,921) $ 2,423 
12
EX-99.2 3 noblecorporationplcslide.htm EX-99.2 noblecorporationplcslide
Noble Corporation plc First Quarter 2025 Earnings Conference Call April 29, 2025


 
Disclaimer Forward-Looking Statements This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended. All statements other than statements of historical facts included in this communication are forward looking statements. These statements, opinions, forecasts, scenarios and projections relate to, among other things, the long-term objectives of Noble Corporation plc (“Noble” or the “Company”), those regarding future guidance, revenue, adjusted EBITDA, the offshore drilling market and demand fundamentals, realization and timing of integration synergies, costs, the benefits or results of acquisitions or dispositions such as the acquisition of Diamond Offshore Drilling, Inc. (the “Diamond Transaction”), free cash flow expectations, capital expenditures, capital allocation expectations, including planned dividends and share repurchases, contract backlog, including projections for the achievement of performance incentives, rig demand, expected future contracts, options or extensions on existing contracts, anticipated contract start dates, major project schedules, dayrates and duration, any asset sales or the retirement of rigs, access to capital, fleet condition and utilization, timing and amount of insurance recoveries and 2025 financial guidance. Forward-looking statements involve risks, uncertainties and assumptions, and actual results may differ materially from any future results expressed or implied by such forward-looking statements. When used in this communication, or in the documents incorporated by reference, the words “guidance,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” “achieve,” “shall,” “target,” “will” and similar expressions are intended to be among the statements 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 communication and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. Risks and uncertainties include, but are not limited to, those detailed in Noble’s most recent Annual Report on Form 10-K, Quarterly Reports Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us. With respect to our capital allocation policy, distributions to shareholders in the form of either dividends or share buybacks are subject to the Board of Directors’ assessment of factors such as business development, growth strategy, current leverage and financing needs. There can be no assurance that a dividend or buyback program will be declared or continued. Non-GAAP Measures This presentation includes certain financial measures that we use to describe the Company's performance that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The non-GAAP information presented herein provides investors with additional useful information but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. The Company defines "Adjusted EBITDA" as net income adjusted for interest expense, net of amounts capitalized; interest income and other, net; income tax benefit (provision); and depreciation and amortization expense, as well as, if applicable, gain (loss) on extinguishment of debt, net; losses on economic impairments; restructuring and similar charges; costs related to mergers and integrations; and certain other infrequent operational events. We believe that the Adjusted EBITDA measure provides greater transparency of our core operating performance. The Company defines net debt as indebtedness minus cash and cash equivalents; free cash flow as net cash provided by (used in) operating activities less capital expenditures net of proceeds from insurance claims; adjusted EBITDA margin as adjusted EBITDA divided by total revenues; and net leverage as net debt divided by annualized adjusted EBITDA from the most recently reported quarter. Noble believes these metrics and performance measures are widely used by the investment community and are useful in comparing investments among upstream oil and gas companies in making investment decisions or recommendations. These measures may have differing calculations among companies and investment professionals and a non-GAAP measure should not be considered in isolation or as a substitute for the related GAAP measure or any other measure of a company’s financial or operating performance presented in accordance with GAAP. Please see the Appendix to this communication for more information regarding the non-GAAP measures in this communication. Additionally, due to the forward-looking nature of Adjusted EBITDA and capital expenditures (net of reimbursements), management cannot reliably predict certain of the necessary components of the most directly comparable forward-looking GAAP measure. Accordingly, the company is unable to present a quantitative reconciliation of such forward-looking non-GAAP financial measure to the most directly comparable forward-looking GAAP financial measure without unreasonable effort. Contract Backlog The duration and timing (including both starting and ending dates) of the customer contracts are estimates only, and customer contracts are subject to cancellation, suspension, delays for a variety of reasons, and for certain customers, reallocation of term among contracted rigs, including some beyond Noble’s control. The contract backlog represents the maximum contract drilling revenues that can be earned considering the contractual operating dayrate in effect during the firm contract period. The actual average dayrate will depend upon a number of factors (rig downtime, suspension of operations, etc.) including some beyond Noble’s control. The dayrates do not include revenue for mobilizations, demobilizations, performance incentives, upgrades, contract preparation, shipyards or recharges, unless specifically otherwise stated. Backlog herein reflects approximately 40% assumed performance revenue realized on a combined basis under the recently announced Shell (US) and Total (Suriname) contracts. 2


 
Summary Resilient Return of Capital Program ~$100M capital returned in Q1 via $0.50 dividend and $20M buybacks. Q2 dividend maintained at $0.50 per share $2.2-$2.7B and ~15 Rig Years in New Contracts, Backlog +30% to $7.5B(1) Multi-year / multi-rig Shell and Total awards, Discoverer, Viking, Regina Allen, Intrepid 2025 Outlook Maintained: Adjusted EBITDA $1,050M-$1,150M Total Revenues $3,250-$3,450M, capital expenditures (net of reimbursements) $375-$425M Q1 Adjusted EBITDA of $338M, Free Cash Flow of $173M Integration progressing well with approximately 70% of synergies realized on a run-rate basis 3 1) New Contracts and Backlog as compared to February 17, 2025. $7.5B reflects approximately 40% assumed performance revenue realized on a combined basis under the recently announced Shell (US) and Total (Suriname) contracts.


 
First Quarter Financial Highlights Adjusted EBITDA $338M $319M Capital expenditures, net of insurance proceeds $98M $134M Free cash flow $173M $2M Net debt $1,675M $1,733M Backlog $7.5B(1) $5.8B Liquidity $834M $773M Adjusted EBITDA margin 39% 34% Net Leverage 1.2x 1.4x 4 Prior quarter figures for Q4 2024 shown below 1) Reflects approximately 40% assumed performance revenue realized on a combined basis under the recently announced Shell (US) and Total (Suriname) contracts.


 
Current Backlog Stands at $7.5(1) Billion 2025 2026 2027 2028 Floaters Jackups 58% 41% 20%29% Percentage of available days committed2 Backlog ($B) and Contract Coverage 5 1.9 2.1 1.5 1.1 1) Reflects approximately 40% assumed performance revenue realized on a combined basis under the recently announced Shell (US) and Total (Suriname) contracts. 2) Committed days on total marketed fleet of 38 rigs, excluding two retired rigs, per 4/28/2025 fleet status report. 3) 2025 backlog represents remainder of the year, from 4/28/25. 2029-2031 0.9 5%


 
2025 2026 2027 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Bob Douglas (7g dual BOP) Noble BlackHawk (7g dual BOP) Noble Tom Madden (7g dual BOP) Ocean BlackHornet (7g dual BOP) Noble Viking (7g) Ocean BlackLion (7g dual BOP) Noble BlackRhino (7g dual BOP) Noble Sam Croft (7g dual BOP) Noble Venturer (7g dual BOP) Noble Gerry de Souza (6g dual BOP) Noble Voyager (7g dual BOP) Noble Globetrotter I (6g) Noble Globetrotter II (6g) Noble Valiant (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Faye Kozack (7g dual BOP) Noble Don Taylor (7g dual BOP) Firm contract period 6 Recent Highlights • Shell US Gulf Award: Voyager and another V- class drillship TBN, 4 years in the US Gulf, plus four 1-year options each at mutually agreed rates. • TotalEnergies Award: V-class drillship TBN, 16 wells (est 1,060 days) in Suriname. Plus four one-well extension options. • Viking: one well plus one option with Shell Brunei Petroleum (Q4 2025). Drillship Fleet Overview Options As of 4/28/25 fleet status – placeholder contract assignments reflected for Valiant and Venturer – specific Shell and Total rig assignments remain TBD.


 
2025 2026 2027 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Ocean GreatWhite (HE 6g) Ocean Courage (6g) Ocean Apex (5g) Noble Endeavor (HE 5g) Noble Patriot (HE 3g) Noble Developer (6g) Noble Deliverer (6g) Noble Discoverer (6g) 7 Semisubmersible Fleet Overview Recent Highlights • Developer: 16 wells (est 1,060 days) with TotalEnergies in Suriname. Plus four one-well extension options. • Discoverer: 390 day option exercised by Petrobras Colombia. Firm contract period Options As of 4/28/25 fleet status


 
2025 2026 2027 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ULTRA HARSH ENVIRONMENT Noble Innovator (CJ70) Noble Integrator (CJ70) Noble Reacher (CJ50) Noble Resilient (CJ50) HARSH ENVIRONMENT Noble Invincible (CJ70) Noble Resolute (CJ50) Noble Resolve (CJ50) Noble Highlander (JU-2000E) Noble Tom Prosser (JU-3000N) Noble Mick O’Brien (JU-3000N) Noble Interceptor (CJ70) Noble Regina Allen (JU-3000N) Noble Intrepid (CJ70) 8 Jackup Fleet Overview Recent Highlights • Regina Allen: one well (est 65 days) in Suriname • Intrepid: one well (est 50-90 days) in Norway Firm contract period Options As of 4/28/25 fleet status


 
Financial Overview ($ millions) Quarter End 3/31/2025 Quarter End 12/31/2024 Revenue 874 927 Adjusted EBITDA 338 319 margin % 39% 34% Net Income 108 97 Diluted EPS 0.67 0.59 Cash flow from operations 271 136 Cash paid for capital expenditures, net of proceeds from insurance claims 98 134 Free cash flow 173 2 Net debt 1 1,675 1,733 Net Leverage 2 1.2x 1.4x Liquidity 3 834 773 1) Net debt defined as total indebtedness minus cash and cash equivalents. 2) Net Leverage ratio defined as net debt divided by annualized Adjusted EBITDA for the period. 3) 3/31/25 liquidity includes $304 million cash and cash equivalents plus $530 million RCF availability net of Letters of Credit outstanding Non-GAAP to GAAP reconciliations provided on page 11. 9


 
Full Year 2025 Guidance, Unchanged Revenue 3,250 – 3,450 Adjusted EBITDA 1,050 – 1,150 Capital Expenditures, net of reimbursements 375 – 425 $ millions 10


 
Appendix: Reconciliation to GAAP Measures 11 Reconciliation of Adjusted EBITDA Three Months Ended March 31, Three Months Ended 2025 2024 December 31, 2024 Net income (loss) $ 108,303 $ 95,481 $ 96,648 Income tax (benefit) provision 40,406 (10,213) 27,814 Interest expense, net of amounts capitalized 40,467 17,544 39,720 Interest income and other, net (1,837) 4,735 6,812 Depreciation and amortization 143,137 86,698 141,279 Amortization of intangible assets and contract liabilities, net (7,450) (20,353) (13,452) Gain on bargain purchase — — — Merger and integration costs 14,920 9,331 20,261 (Gain) loss on sale of operating assets, net — — — Hurricane losses and (recoveries), net — — — Adjusted EBITDA $ 337,946 $ 183,223 $ 319,082 Total revenue $ 874,487 $ 637,084 $ 927,341 Adjusted EBITDA margin 39 % 29 % 34 % Reconciliation of Free Cash Flow and Capital expenditures, net of proceeds from insurance claims Three Months Ended March 31, Three Months Ended 2025 2024 December 31, 2024 Net cash provided by (used in) operating activities $ 271,060 $ 128,689 $ 136,214 Capital expenditures (113,536) (166,610) (140,662) Proceeds from insurance claims 15,391 — 6,871 Free cash flow $ 172,915 $ (37,921) $ 2,423 Reconciliation of Net Debt March 31, 2025 December 31, 2024 Long-term debt $ 1,978,771 $ 1,980,186 Cash and cash equivalents 303,755 247,303 Net Debt $ 1,675,016 $ 1,732,883