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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): August 5, 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 August 5, 2025, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended June 30, 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 August 6, 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 June 30, 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: August 5, 2025     By:   /s/ Robert W. Eifler
  Robert W. Eifler
  President and Chief Executive Officer


EX-99.1 2 exhibit991-q22025pressrele.htm EX-99.1 Document
EXHIBIT 99.1
PRESS RELEASE
noblelogocolorsmalla.jpg
NOBLE CORPORATION PLC ANNOUNCES SECOND QUARTER 2025 RESULTS
•Approximately $380 million in new contract awards since April fleet status report, backlog stands at $6.9 billion.
•$0.50 per share cash dividend declared for Q3, eclipsing $1.1 billion in total capital returned to shareholders since Q4 2022.
•Q2 Net Income of $43 million, Diluted Earnings per Share of $0.27, Adjusted Diluted Earnings per Share of $0.13, Adjusted EBITDA of $282 million, net cash provided by operating activities of $216 million, and Free Cash Flow of $107 million.
•Guidance for 2025 updated as follows: Total Revenue reduced to $3,200 to $3,300 million ($3,250 to $3,450 million previously); Adjusted EBITDA increased to a range of $1,075 to $1,150 million ($1,050 to $1,150 million previously); and Capital Expenditures (net of reimbursements) increased to a range of $400 to $450 million ($375 to $425 million previously) due to capital associated with recent long term contract awards.
•Pacific Scirocco and Pacific Meltem disposals completed; Noble Globetrotter II, Noble Highlander, and Noble Reacher held for sale.
HOUSTON, TEXAS, August 5, 2025 - Noble Corporation plc (NYSE: NE, “Noble” or the “Company”) today reported second quarter 2025 results.
Three Months Ended
(in millions, except per share amounts) June 30, 2025 June 30, 2024 March 31,
2025
Total Revenue $ 849  $ 693  $ 874 
Contract Drilling Services Revenue 812  661  832 
Net Income (Loss) 43  195  108 
Adjusted EBITDA* 282  271  338 
Adjusted Net Income (Loss)* 20  105  42 
Basic Earnings (Loss) Per Share 0.27  1.37  0.68 
Diluted Earnings (Loss) Per Share 0.27  1.34  0.67 
Adjusted Diluted Earnings (Loss) Per Share* 0.13  0.72  0.26 
* 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 second quarter results reflect resilient earnings and free cash flow delivery against a backdrop of elevated macro volatility. We have successfully achieved our integration targets and meaningfully expanded backlog in the first half of 2025, positioning Noble to continue to deliver differentiated shareholder capital returns going forward.”
1


Second Quarter Results
Contract drilling services revenue for the second quarter of 2025 totaled $812 million compared to $832 million in the prior quarter, with the sequential decrease driven primarily by rig utilization. Marketed fleet utilization was 70% in the second quarter of 2025 compared to 78% in the prior quarter. Contract drilling services costs for the second quarter were $502 million, up from $462 million in the prior quarter. Net income decreased to $43 million in the second quarter of 2025, down from $108 million in the prior quarter, and Adjusted EBITDA decreased to $282 million in the second quarter of 2025, down from $338 million in the prior quarter. Net cash provided by operating activities in the second quarter of 2025 was $216 million, capital expenditures were $117 million offset by proceeds from insurance claims of $7 million, and free cash flow (non-GAAP) was $107 million.
Balance Sheet & Capital Allocation
The Company's balance sheet as of June 30, 2025, reflected total debt principal value of $2 billion and cash (and cash equivalents) of $338 million.
On August 5, 2025, Noble’s Board of Directors approved an interim quarterly cash dividend on our ordinary shares of $0.50 per share for the third quarter of 2025. The $0.50 per share dividend is expected to be paid on September 25, 2025, to shareholders of record at close of business on September 4, 2025. Future quarterly dividends and other shareholder returns will be subject to, amongst other things, approval by the Board of Directors.
Operating Highlights and Backlog
Noble's marketed fleet of twenty-five floaters was 75% contracted during the second quarter, compared with 80% in the prior quarter. Recent backlog additions since last quarter have added approximately three rig years of total backlog, bringing total rig years of backlog added for the year to more than 18 years. Recent dayrate fixtures for Tier-1 drillships have been in the low to mid $400,000s, with 6th generation floater fixtures between the low $300,000s to mid $400,000s.
Utilization of Noble's thirteen marketed jackups was 61% in the second quarter, versus 74% utilization during the prior quarter. Leading edge dayrates for harsh environment jackups in the North Sea have remained somewhat stable across limited fixtures, while near-term utilization visibility is trending lower.
Subsequent to last quarter’s earnings press release, new contracts with total contract value of approximately $380 million (including additional services and mobilization payments, but excluding unexercised extension options) include the following:
•Noble Stanley Lafosse received a five-well extension with its current customer in the U.S. Gulf, extending the rig until approximately August 2027. An additional option remains for five wells at mutually agreed rates.
•Noble Viking received a contract from TotalEnergies for one well in Papua New Guinea expected to commence in Q4 2025, plus three option wells in the region. The firm contract will span approximately 47 days with an estimated value of $34.2 million, including mobilization and demobilization fees and MPD usage, but excluding any variable performance bonus.
•Noble Globetrotter I has been awarded a two-well contract with OMV in Bulgaria scheduled to commence in Q4 2025 with an estimated duration of approximately four months valued at $82 million, including mobilization and demobilization fees.
•Noble Innovator received a six-well contract with bp in the UK for the Northern Endurance Partnership CCS project expected to commence in Q3 2026 at a dayrate of $150,000 with a minimum duration of 387 days, plus options.
•Noble Resilient was awarded a 92-day, plus options, contract with Inch Cape Offshore for accommodation services in the UK scheduled to commence in August 2025 valued at $6.5 million.
•Noble Intrepid received a two-well contract with bp in the UK for the Northern Endurance Partnership CCS project expected to commence in Q2 2026 at a dayrate of $150,000 with an estimated duration of 160 days, plus options.
Backlog as of August 5, 2025, stands at $6.9 billion. Backlog excludes mobilization and demobilization revenue.
2


The sale of the cold stacked drillships Pacific Scirocco and Pacific Meltem closed in June and July, respectively, for combined gross proceeds of $41 million. Additionally, we have entered into a definitive agreement to sell the cold stacked jackup Noble Highlander for $65 million which is expected to close in Q3. The Noble Globetrotter II and Noble Reacher are held for sale.
Outlook
For the full year 2025, Noble updates guidance as follows: Total Revenue guidance is reduced to a range of $3,200 to $3,300 million (previously $3,250 to $3,450 million); Adjusted EBITDA is increased to a range of $1,075 to $1,150 million (previously $1,050 to $1,150 million), and Capital Expenditures (net of reimbursements) have been increased to a range of $400 to $450 million (previously $375 to $425 million) due to capital associated with recent long term contract awards.
Commenting on Noble’s outlook, Mr. Eifler stated, “Our strong first half financial results support a raising of the midpoint of the full year Adjusted EBITDA guidance range despite a persisting near term softness in spot market contracting activity and increased instances of contract extension options lapsing due to upstream capital restraint. Looking forward, the deepwater market is characterized by tangible, encouraging indicators of increasing demand levels by late 2026 and into 2027, especially throughout South America and Africa. In the meantime, we continue to manage our costs and marketed capacity judiciously.”
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 second quarter 2025 results on Wednesday, August 6, 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 2025 guidance (including revenue, adjusted EBITDA and capital expenditures), 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 expenditure expectations, including estimates for 2026 capital expenditures and 2026 free cash flow, 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, rig retirements or rig stacking, access to capital, fleet condition and utilization, and the timing and amount of insurance recoveries.
3


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.
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 when only considering the contractual operating dayrate in effect during the firm contract period. The actual average dayrate will depend upon a number of factors (e.g., rig downtime, suspension of operations, etc.) including some beyond Noble’s control. The dayrates do not include revenue for mobilizations, demobilizations, upgrades, contract preparation, shipyards, or recharges, unless specifically otherwise stated. Dayrates do not generally include revenue for performance incentives, with the exception of approximately 40% assumed performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname).
4


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Operating revenues
Contract drilling services $ 812,077  $ 660,710  $ 1,644,505  $ 1,273,135 
Reimbursables and other 36,575  32,134  78,634  56,793 
848,652  692,844  1,723,139  1,329,928 
Operating costs and expenses
Contract drilling services 502,427  335,854  964,526  725,721 
Reimbursables 28,360  23,331  60,144  41,011 
Depreciation and amortization 147,085  90,770  290,222  177,468 
General and administrative 34,976  39,669  70,184  65,630 
Merger and integration costs 5,302  10,618  20,222  19,949 
(Gain) loss on sale of operating assets, net
(4,751) (17,357) (4,751) (17,357)
713,399  482,885  1,400,547  1,012,422 
Operating income (loss) 135,253  209,959  322,592  317,506 
Other income (expense)
Interest expense, net of amounts capitalized (39,997) (11,996) (80,464) (29,540)
Interest income and other, net 4,712  (8,183) 6,549  (12,918)
Income (loss) before income taxes 99,968  189,780  248,677  275,048 
Income tax benefit (provision) (57,096) 5,228  (97,502) 15,441 
Net income (loss) $ 42,872  $ 195,008  $ 151,175  $ 290,489 
Per share data
Basic:
Net income (loss) $ 0.27  $ 1.37  $ 0.95  $ 2.04 
Diluted:
Net income (loss) $ 0.27  $ 1.34  $ 0.93  $ 1.99 
5


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30, 2025 December 31, 2024
ASSETS
Current assets
Cash and cash equivalents $ 338,185  $ 247,303 
Accounts receivable, net 761,725  796,961 
Prepaid expenses and other current assets 189,152  344,600 
Total current assets 1,289,062  1,388,864 
Property and equipment, at cost 6,999,287  6,904,731 
Accumulated depreciation (1,143,045) (868,914)
Property and equipment, net 5,856,242  6,035,817 
Other assets 521,667  540,087 
Total assets $ 7,666,971  $ 7,964,768 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 341,333  $ 397,622 
Accrued payroll and related costs 99,595  116,877 
Other current liabilities 275,045  425,863 
Total current liabilities 715,973  940,362 
Long-term debt 1,978,027  1,980,186 
Other liabilities 344,644  384,254 
Noncurrent contract liabilities —  8,580 
Total liabilities 3,038,644  3,313,382 
Commitments and contingencies
Total shareholders’ equity 4,628,327  4,651,386 
Total liabilities and equity $ 7,666,971  $ 7,964,768 
6


NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
2025 2024
Cash flows from operating activities
Net income (loss) $ 151,175  $ 290,489 
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization 290,222  177,468 
Amortization of intangible assets and contract liabilities, net (8,366) (42,850)
(Gain) loss on sale of operating assets, net (4,751) (17,357)
Other operating activities 59,137  (172,270)
Net cash provided by (used in) operating activities 487,417  235,480 
Cash flows from investing activities
Capital expenditures (230,117) (307,651)
Proceeds from insurance claims
22,201  8,528 
Proceeds from disposal of assets, net 16,190  (690)
Net cash provided by (used in) investing activities (191,726) (299,813)
Cash flows from financing activities
Borrowings on credit facilities —  35,000 
Warrants exercised 38  282 
Share repurchases (20,000) — 
Dividend payments (160,921) (116,581)
Withholding tax related to employee stock transactions (9,447) (53,627)
Finance lease payments (12,187) — 
Net cash provided by (used in) financing activities (202,517) (134,926)
Net increase (decrease) in cash, cash equivalents and restricted cash 93,174  (199,259)
Cash, cash equivalents and restricted cash, beginning of period 252,279  367,745 
Cash, cash equivalents and restricted cash, end of period $ 345,453  $ 168,486 
7


NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
Average Rig Utilization (1)
Three Months Ended Three Months Ended Three Months Ended
June 30, 2025 March 31, 2025 June 30, 2024
Floaters 70  % 74  % 70  %
Jackups 61  % 74  % 77  %
Total 67  % 74  % 73  %
Operating Days
Three Months Ended Three Months Ended Three Months Ended
June 30, 2025 March 31, 2025 June 30, 2024
Floaters 1,705  1,800  1,138 
Jackups 724  871  914 
Total 2,429  2,671  2,052 
Average Dayrates
Three Months Ended Three Months Ended Three Months Ended
June 30, 2025 March 31, 2025 June 30, 2024
Floaters $ 400,802  $ 381,161  $ 435,677 
Jackups 176,503  159,527  155,585 
Total $ 333,960  $ 308,898  $ 310,962 
(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
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Numerator:
Net income (loss) $ 42,872  $ 195,008  $ 151,175  $ 290,489 
Denominator:
Weighted average shares outstanding - basic 158,798  142,854  158,901  142,404 
Dilutive effect of share-based awards 2,084  1,559  2,084  1,559 
Dilutive effect of warrants 646  1,647  787  1,651 
Weighted average shares outstanding - diluted 161,528  146,060  161,772  145,614 
Per share data
Basic:
Net income (loss) $ 0.27  $ 1.37  $ 0.95  $ 2.04 
Diluted:
Net income (loss) $ 0.27  $ 1.34  $ 0.93  $ 1.99 
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 June 30, Three Months Ended
2025 2024 March 31, 2025
Net income (loss) $ 42,872  $ 195,008  $ 108,303 
Income tax (benefit) provision 57,096  (5,228) 40,406 
Interest expense, net of amounts capitalized 39,997  11,996  40,467 
Interest income and other, net (4,712) 8,183  (1,837)
Depreciation and amortization 147,085  90,770  143,137 
Amortization of intangible assets and contract liabilities, net
(915) (22,497) (7,450)
Merger and integration costs 5,302  10,618  14,920 
(Gain) loss on sale of operating assets, net
(4,751) (17,357) — 
Adjusted EBITDA $ 281,974  $ 271,493  $ 337,946 
Reconciliation of Adjusted Income Tax Benefit (Provision)
Three Months Ended June 30, Three Months Ended
2025 2024 March 31, 2025
Income tax benefit (provision) $ (57,096) $ 5,228  $ (40,406)
Adjustments
Amortization of intangible assets and contract liabilities, net
—  101  — 
Gain (loss) on sale of operating assets, net
—  2,500  — 
Discrete tax items (22,129) (63,067) (73,295)
Total Adjustments (22,129) (60,466) (73,295)
Adjusted income tax benefit (provision) $ (79,225) $ (55,238) $ (113,701)
11


NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
Reconciliation of Adjusted Net Income (Loss)
Three Months Ended June 30, Three Months Ended
2025 2024 March 31, 2025
Net income (loss) $ 42,872  $ 195,008  $ 108,303 
Adjustments
Amortization of intangible assets and contract liabilities, net (915) (22,396) (7,450)
Merger and integration costs 5,302  10,618  14,920 
(Gain) loss on sale of operating assets, net
(4,751) (14,857) — 
Discrete tax items (22,129) (63,067) (73,295)
Total Adjustments (22,493) (89,702) (65,825)
Adjusted net income (loss) $ 20,379  $ 105,306  $ 42,478 
Reconciliation of Adjusted Diluted EPS
Three Months Ended June 30, Three Months Ended
2025 2024 March 31, 2025
Unadjusted diluted EPS $ 0.27  $ 1.34  $ 0.67 
Adjustments
Amortization of intangible assets and contract liabilities, net (0.01) (0.15) (0.05)
Merger and integration costs 0.03  0.06  0.09 
(Gain) loss on sale of operating assets, net
(0.02) (0.10) — 
Discrete tax items (0.14) (0.43) (0.45)
Total Adjustments (0.14) (0.62) (0.41)
Adjusted diluted EPS $ 0.13  $ 0.72  $ 0.26 
Reconciliation of Free Cash Flow and Capital expenditures, net of Proceeds from insurance claims
Three Months Ended June 30, Three Months Ended
2025 2024 March 31, 2025
Net cash provided by (used in) operating activities $ 216,357  $ 106,791  $ 271,060 
Capital expenditures (116,581) (132,513) (113,536)
Proceeds from insurance claims 6,810  —  15,391 
Free cash flow $ 106,586  $ (25,722) $ 172,915 
12
EX-99.2 3 noblecorporationplcslide.htm EX-99.2 noblecorporationplcslide
Noble Corporation plc Second Quarter 2025 Earnings Conference Call August 6, 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, including estimates for 2026 capital expenditures and 2026 free cash flow, 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 when only 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, upgrades, contract preparation, shipyards or recharges, unless specifically otherwise stated. Dayrates do not generally include revenue for performance incentives, with the exception of approximately 40% assumed performance revenue realized on a combined basis under certain long-term contracts with Shell (US) and TotalEnergies (Suriname). 2


 
Summary Fleet Rationalization Completed: Meltem, Scirocco | Planned: Globetrotter II, Highlander, Reacher Approximately $380M in New Contracts(1) Globetrotter I, Innovator, Intrepid, Resilient, Stanley Lafosse, Viking 2025 Guidance Update: Adjusted EBITDA and Capex Increased, Revenue Lowered Revised guidance ranges detailed on page 10 Q2 Adjusted EBITDA of $282M, Free Cash Flow of $107M Integration progressing well with synergy milestones effectively delivered 3 Consistent Return of Capital Program >$1.1B returned since Q4-22 including announced Q3 dividend of $0.50 per share. 1) New contracts as of 8/5/2025 fleet status report.


 
Second Quarter Financial Highlights Adjusted EBITDA $282M $338M Capital expenditures, net of insurance proceeds $110M $98M Free cash flow $107M $173M Net debt $1,640M $1,675M Backlog $6.9B $7.5B Adjusted EBITDA margin 33% 39% Net Leverage 1.3x 1.4x 4 Prior quarter figures for Q1 2025 shown below Liquidity $870M $834M


 
Current Backlog Stands at $6.9 Billion 2025 2026 2027 2028 Floaters Jackups 62% 49% 20%36% Percentage of available days committed1 Backlog ($B) and Contract Coverage 5 1.1 2.3 1.6 1.0 1) Committed days on total marketed fleet of 35 rigs, excluding three rigs planned for retirement, per 8/5/2025 fleet status report. 2029-2031 0.9 5%


 
2025 2026 2027 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Faye Kozack (7g dual BOP) Noble Tom Madden (7g dual BOP) Noble BlackLion (7g dual BOP) Noble Sam Croft (7g dual BOP) Noble BlackRhino (7g dual BOP) Noble Don Taylor (7g dual BOP) Noble Voyager (7g dual BOP) Noble Gerry de Souza (6g dual BOP) Noble Bob Douglas (7g dual BOP) Noble BlackHawk (7g dual BOP) Noble Globetrotter I (6g) Noble Venturer (7g dual BOP) Noble BlackHornet (7g dual BOP) Noble Valiant (7g dual BOP) Noble Stanley Lafosse (7g dual BOP) Noble Viking (7g) Firm contract period 6 Recent Highlights • Stanley Lafosse: five-well option exercised by current customer in US Gulf extending rig until August 2027. Plus one five-well option. • Valiant: confirmed as second rig for TotalEnergies in Suriname (Q4 2026). • Venturer: confirmed as second rig for Shell in US Gulf (Q4 2027). • Viking: one well plus options with TotalEnergies in Papua New Guinea (Q4 2025). • Globetrotter I: two wells with OMV in Black Sea (Q4 2025). Drillship Fleet Overview Options As of 8/5/25 fleet status.


 
2025 2026 2027 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Noble Deliverer (6g) Noble Discoverer (6g) Ocean GreatWhite (HE 6g) Noble Courage (6g) Ocean Apex (5g) Noble Endeavor (HE 5g) Noble Patriot (HE 3g) Noble Developer (6g) 7 Semisubmersible Fleet Overview Recent Highlights • Developer: commenced Petronas Suriname contract (July). Firm contract period Options As of 8/5/25 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 Mick O’Brien (JU-3000N) Noble Resilient (CJ50) Noble Intrepid (CJ70) Noble Tom Prosser (JU-3000N) Noble Resolute (CJ50) Noble Interceptor (CJ70) Noble Invincible (CJ70) Noble Resolve (CJ50) HARSH ENVIRONMENT Noble Regina Allen (JU-3000N) 8 Jackup Fleet Overview Recent Highlights • Innovator: six wells (min 387 days) in UK (Q3 2026). Plus two option wells. • Intrepid: two wells (~160 days) in UK (Q2 2026). Plus options. • Resilient: 92 days in UK (Aug 2025). Plus options. Firm contract period Options As of 8/5/25 fleet status


 
Financial Overview Quarter End 3/31/2025 Quarter End 6/30/2025 ($ millions) 874849Revenue 338282Adjusted EBITDA 39%33%margin % 10843Net Income 0.670.27Diluted EPS 271216Cash flow from operations 98110Cash paid for capital expenditures, net of proceeds from insurance claims 173107Free cash flow 1,6751,640Net debt 1 1.4x1.3xNet Leverage 2 834870Liquidity 3 1) Net debt defined as total indebtedness minus cash and cash equivalents. 2) Net Leverage ratio defined as net debt divided by TTM Adjusted EBITDA for the period. 3) 6/30/25 liquidity includes $338 million cash and cash equivalents plus $532 million RCF availability net of Letters of Credit outstanding Non-GAAP to GAAP reconciliations provided on page 11. 9


 
Revenue 3,200 – 3,300 3,250 – 3,450 Adjusted EBITDA 1,075 – 1,150 1,050 – 1,150 Capital Additions, net of reimbursements 400 – 450 375 - 425 Full Year 2025 Guidance Update $ millions 10 Denotes prior guidance


 
Appendix: Reconciliation to GAAP Measures 11 Three Months EndedThree Months Ended June 30,Reconciliation of Adjusted EBITDA March 31, 202520242025 $ 108,303$ 195,008$ 42,872Net income (loss) 40,406(5,228)57,096Income tax (benefit) provision 40,46711,99639,997Interest expense, net of amounts capitalized (1,837)8,183(4,712)Interest income and other, net 143,13790,770147,085Depreciation and amortization (7,450)(22,497)(915)Amortization of intangible assets and contract liabilities, net 14,92010,6185,302Merger and integration costs —(17,357)(4,751)(Gain) loss on sale of operating assets, net $ 337,946$ 271,493$ 281,974Adjusted EBITDA $ 874,487$ 692,844$ 848,652Total revenue 39 %39 %33 %Adjusted EBITDA margin Three Months EndedThree Months Ended June 30, Reconciliation of Free Cash Flow and Capital expenditures, net of proceeds from insurance claims March 31, 202520242025 $ 271,060$ 106,791$ 216,357Net cash provided by (used in) operating activities (113,536)(132,513)(116,581)Capital expenditures 15,391—6,810Proceeds from insurance claims $ 172,915$ (25,722)$ 106,586Free cash flow Reconciliation of Net Debt December 31, 2024June 30, 2025 $ 1,980,186$ 1,978,027Long-term debt 247,303338,185Cash and cash equivalents $ 1,732,883$ 1,639,842Net Debt