8-K
Noble Corp plc (NE)
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): October 27, 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 October 27, 2025, Noble Corporation plc (the “Company”) issued a press release announcing its condensed consolidated financial results for the quarter ended September 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 October 28, 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 September 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.<br><br>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 | Press Release issued by Noble Corporation plc datedOctober 27, 2025 | ||
| Exhibit 99.2 | Noble Corporation plc Slide Presentation datedOctober 28, 2025 | ||
| 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: | October 27, 2025 | By: | /s/ Robert W. Eifler | | | | | Robert W. Eifler | | | | | President and Chief Executive Officer |
Document
EXHIBIT 99.1
| PRESS RELEASE |
|---|
NOBLE CORPORATION PLC ANNOUNCES THIRD QUARTER 2025 RESULTS
•Approximately $740 million in new contract value since August fleet status report, backlog increased to $7.0 billion.
•$0.50 per share cash dividend declared for Q4, bringing 2025 total shareholder capital returns to $340 million.
•Q3 Net Loss of $21 million, Loss per Share of $0.13, Adjusted Diluted Earnings per Share of $0.19, Adjusted EBITDA of $254 million, net cash provided by operating activities of $277 million, and Free Cash Flow of $139 million.
•Guidance for 2025 narrowed as follows: Total Revenue of $3,225 to $3,275 million ($3,200 to $3,300 million previously); Adjusted EBITDA of $1,100 to $1,125 million ($1,075 to $1,150 million previously); and Capital Expenditures (net of reimbursements) of $425 to $450 million ($400 to $450 million previously).
HOUSTON, TEXAS, October 27, 2025 - Noble Corporation plc (NYSE: NE, “Noble” or the “Company”) today reported third quarter 2025 results.
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | September 30, 2025 | September 30, 2024 | June 30,<br>2025 | |||
| Total Revenue | $ | 798 | $ | 801 | $ | 849 |
| Contract Drilling Services Revenue | 757 | 764 | 812 | |||
| Net Income (Loss) | (21) | 61 | 43 | |||
| Adjusted EBITDA* | 254 | 291 | 282 | |||
| Adjusted Net Income (Loss)* | 30 | 89 | 20 | |||
| Basic Earnings (Loss) Per Share | (0.13) | 0.41 | 0.27 | |||
| Diluted Earnings (Loss) Per Share | (0.13) | 0.40 | 0.27 | |||
| Adjusted Diluted Earnings (Loss) Per Share* | 0.19 | 0.58 | 0.13 | |||
| * 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 “We achieved solid operational performance and cash flow in the third quarter, while several key contract awards have enabled Noble to expand backlog compared to prior quarter and year ago levels. These contracting wins deepen our position in our customers’ core basins and reflect Noble’s commitment to driving value for our customers and shareholders in a capital disciplined energy environment.”
Third Quarter Results
Contract drilling services revenue for the third quarter of 2025 totaled $757 million compared to $812 million in the prior quarter, with the sequential decrease driven primarily by rig utilization. Utilization of the 35 marketed rigs was 65% in the third quarter of 2025 compared to 73% in the prior quarter. Contract drilling services costs for the third quarter were $480 million, down from $502 million in the prior quarter. Net income (loss) decreased
to $(21) million in the third quarter of 2025, down from $43 million in the prior quarter, and Adjusted EBITDA decreased to $254 million in the third quarter of 2025, down from $282 million in the prior quarter. Net cash provided by operating activities in the third quarter of 2025 was $277 million, capital expenditures were $138 million, and free cash flow (non-GAAP) was $139 million. Additionally, net disposal proceeds during the quarter totaled $87 million.
Balance Sheet & Capital Allocation
The Company's balance sheet as of September 30, 2025, reflected total debt principal value of $2 billion and cash (and cash equivalents) of $478 million.
On October 27, 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 December 18, 2025, to shareholders of record at close of business on December 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 fleet of twenty-four marketed floaters was 67% contracted during the third quarter compared with 78% in the prior quarter. Recent backlog additions since last quarter have added over four rig years of total backlog, bringing total rig years of backlog added during 2025 to 22 rig years. Recent dayrate fixtures for Tier-1 drillships have remained in the low to mid $400,000s. Utilization of Noble's eleven marketed jackups was 60% in the third quarter versus 63% utilization during the prior quarter. Leading edge dayrates for harsh environment jackups in the North Sea have remained stable across a limited number of contract fixtures.
Subsequent to last quarter’s earnings press release, new contracts with a total contract value of approximately $740 million include the following:
•Noble BlackLion and Noble BlackHornet were both awarded two-year contract extensions with bp in the U.S. Gulf, extending the rigs into September 2028 and February 2029, respectively. These extensions are valued at $310 million per rig, excluding MPD, and both have an additional one-year priced option.
•Noble Venturer received a contract from Amni International for one exploration well in Ghana at a dayrate of $450,000. This contract is expected to follow in direct continuation of the rig’s current program in Ghana.
•Noble Resolute was awarded a one-year contract from Eni in the North Sea at a dayrate of $125,000, expected to commence in December 2025.
•Noble Interceptor was awarded a contract for a 150-days accommodation scope in Norway, scheduled to commence in August 2026. Total contract value is $38.7 million including mobilization and demobilization.
•Noble Developer had an option exercised by Petronas for one additional well in Suriname in early 2026.
Backlog as of October 27, 2025, stands at $7.0 billion. Backlog excludes mobilization and demobilization revenue. The previously announced sales of the jackup Noble Highlander and drillship Pacific Meltem closed in the third quarter, generating combined net proceeds of $87 million. Subsequently, the Noble Reacher, previously employed as an accommodation and intervention unit, was sold in October for $27.5 million. The Noble Globetrotter II remains held for sale.
Outlook
For the full year 2025, Noble narrows guidance as follows: Total Revenue guidance in the range of $3,225 to $3,275 million (previously $3,200 to $3,300 million); Adjusted EBITDA in the range of $1,100 to $1,125 million (previously $1,075 to $1,150 million), and Capital Expenditures (net of reimbursements) in the range of $425 to $450 million (previously $400 to $450 million).
Commenting on Noble’s outlook, Mr. Eifler stated, “Our recent backlog expansion and constructive customer dialogue continue to support the formation of a deepwater utilization recovery by late 2026 or early 2027. While we anticipate a moderately lower earnings and cash flow profile in H1 2026 compared to H2 2025, the foundation for an improving market and corresponding earnings inflection is well underway. In the meantime, Noble remains committed
to our meaningful dividend program in expectation of providing a durable cash yield for our shareholders through the cycle.”
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 third quarter 2025 results on Tuesday, October 28, 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, including estimates for 2026 free cash flow, capital expenditure expectations, 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. 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).
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Operating revenues | ||||||||
| Contract drilling services | $ | 757,405 | $ | 763,543 | $ | 2,401,910 | $ | 2,036,678 |
| Reimbursables and other | 40,612 | 37,006 | 119,246 | 93,799 | ||||
| 798,017 | 800,549 | 2,521,156 | 2,130,477 | |||||
| Operating costs and expenses | ||||||||
| Contract drilling services | 479,894 | 434,192 | 1,444,420 | 1,159,913 | ||||
| Reimbursables | 30,547 | 28,185 | 90,691 | 69,196 | ||||
| Depreciation and amortization | 147,260 | 109,879 | 437,482 | 287,347 | ||||
| General and administrative | 33,301 | 43,596 | 103,485 | 109,226 | ||||
| Merger and integration costs | 2,145 | 69,214 | 22,367 | 89,163 | ||||
| (Gain) loss on sale of operating assets, net | (6,232) | — | (10,983) | (17,357) | ||||
| Loss on Impairment | 60,702 | — | 60,702 | — | ||||
| 747,617 | 685,066 | 2,148,164 | 1,697,488 | |||||
| Operating income (loss) | 50,400 | 115,483 | 372,992 | 432,989 | ||||
| Other income (expense) | ||||||||
| Interest expense, net of amounts capitalized | (40,490) | (24,951) | (120,954) | (54,491) | ||||
| Interest income and other, net | 726 | 2,292 | 7,275 | (10,626) | ||||
| Income (loss) before income taxes | 10,636 | 92,824 | 259,313 | 367,872 | ||||
| Income tax benefit (provision) | (31,731) | (31,608) | (129,233) | (16,167) | ||||
| Net income (loss) | $ | (21,095) | $ | 61,216 | $ | 130,080 | $ | 351,705 |
| Per share data | ||||||||
| Basic: | ||||||||
| Net income (loss) | $ | (0.13) | $ | 0.41 | $ | 0.82 | $ | 2.43 |
| Diluted: | ||||||||
| Net income (loss) | $ | (0.13) | $ | 0.40 | $ | 0.80 | $ | 2.37 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 477,946 | $ | 247,303 |
| Accounts receivable, net | 678,286 | 796,961 | ||
| Prepaid expenses and other current assets | 208,227 | 344,600 | ||
| Total current assets | 1,364,459 | 1,388,864 | ||
| Property and equipment, at cost | 6,981,861 | 6,904,731 | ||
| Accumulated depreciation | (1,250,091) | (868,914) | ||
| Property and equipment, net | 5,731,770 | 6,035,817 | ||
| Other assets | 543,088 | 540,087 | ||
| Total assets | $ | 7,639,317 | $ | 7,964,768 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Accounts payable | $ | 304,982 | $ | 397,622 |
| Accrued payroll and related costs | 98,777 | 116,877 | ||
| Other current liabilities | 375,513 | 425,863 | ||
| Total current liabilities | 779,272 | 940,362 | ||
| Long-term debt | 1,976,919 | 1,980,186 | ||
| Other liabilities | 349,012 | 384,254 | ||
| Noncurrent contract liabilities | — | 8,580 | ||
| Total liabilities | 3,105,203 | 3,313,382 | ||
| Commitments and contingencies | ||||
| Total shareholders’ equity | 4,534,114 | 4,651,386 | ||
| Total liabilities and equity | $ | 7,639,317 | $ | 7,964,768 |
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Cash flows from operating activities | ||||
| Net income (loss) | $ | 130,080 | $ | 351,705 |
| Adjustments to reconcile net income (loss) to net cash flow from operating activities: | ||||
| Depreciation and amortization | 437,482 | 287,347 | ||
| Amortization of intangible assets and contract liabilities, net | (8,366) | (46,580) | ||
| (Gain) loss on sale of operating assets, net | (10,983) | (17,357) | ||
| Loss on impairment | 60,702 | — | ||
| Other operating activities | 155,638 | (55,854) | ||
| Net cash provided by (used in) operating activities | 764,553 | 519,261 | ||
| Cash flows from investing activities | ||||
| Capital expenditures | (367,776) | (434,653) | ||
| Proceeds from insurance claims | 22,201 | 16,426 | ||
| Cash paid in stock-based business combination, net | — | (400,458) | ||
| Proceeds from disposal of assets, net | 101,898 | 4,885 | ||
| Net cash provided by (used in) investing activities | (243,677) | (813,800) | ||
| Cash flows from financing activities | ||||
| Issuance of debt | — | 824,000 | ||
| Borrowings on credit facilities | — | 35,000 | ||
| Repayments of credit facilities | — | (35,000) | ||
| Debt issuance costs | — | (10,002) | ||
| Warrants exercised | 41 | 628 | ||
| Share repurchases | (20,000) | (250,000) | ||
| Dividend payments | (240,442) | (198,150) | ||
| Withholding tax related to employee stock transactions | (9,713) | (57,167) | ||
| Finance lease payments | (18,525) | — | ||
| Other | — | 22,578 | ||
| Net cash provided by (used in) financing activities | (288,639) | 331,887 | ||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 232,237 | 37,348 | ||
| Cash, cash equivalents and restricted cash, beginning of period | 252,279 | 367,745 | ||
| Cash, cash equivalents and restricted cash, end of period | $ | 484,516 | $ | 405,093 |
NOBLE CORPORATION plc AND SUBSIDIARIES
OPERATIONAL INFORMATION
(Unaudited)
| Average Rig Utilization (1) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| September 30, 2025 | June 30, 2025 | September 30, 2024 | |||||||
| Floaters | 65 | % | 70 | % | 72 | % | |||
| Jackups | 54 | % | 61 | % | 83 | % | |||
| Total | 61 | % | 67 | % | 76 | % | |||
| Operating Days | |||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| September 30, 2025 | June 30, 2025 | September 30, 2024 | |||||||
| Floaters | 1,488 | 1,705 | 1,418 | ||||||
| Jackups | 627 | 724 | 991 | ||||||
| Total | 2,115 | 2,429 | 2,409 | ||||||
| Average Dayrates | |||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | |||||||
| September 30, 2025 | June 30, 2025 | September 30, 2024 | |||||||
| Floaters | $ | 423,489 | $ | 400,802 | $ | 424,199 | |||
| Jackups | 202,982 | 176,503 | 159,444 | ||||||
| Total | $ | 358,126 | $ | 333,960 | $ | 315,295 |
(1) Average Rig Utilization statistics include all marketed and cold stacked rigs.
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<br>September 30, | Nine Months Ended<br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Numerator: | ||||||||
| Net income (loss) | $ | (21,095) | $ | 61,216 | $ | 130,080 | $ | 351,705 |
| Denominator: | ||||||||
| Weighted average shares outstanding - basic | 158,834 | 149,727 | 158,879 | 144,863 | ||||
| Dilutive effect of share-based awards | — | 1,877 | 1,999 | 1,877 | ||||
| Dilutive effect of warrants | — | 1,334 | 835 | 1,502 | ||||
| Weighted average shares outstanding - diluted | 158,834 | 152,938 | 161,713 | 148,242 | ||||
| Per share data | ||||||||
| Basic: | ||||||||
| Net income (loss) | $ | (0.13) | $ | 0.41 | $ | 0.82 | $ | 2.43 |
| Diluted: | ||||||||
| Net income (loss) | $ | (0.13) | $ | 0.40 | $ | 0.80 | $ | 2.37 |
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 (Loss) 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.
NOBLE CORPORATION plc AND SUBSIDIARIES
NON-GAAP MEASURES AND RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)
| Reconciliation of Adjusted EBITDA | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, | Three Months Ended | |||||||||||||
| 2025 | 2024 | June 30, 2025 | ||||||||||||
| Net income (loss) | $ | (21,095) | $ | 61,216 | $ | 42,872 | ||||||||
| Income tax (benefit) provision | 31,731 | 31,608 | 57,096 | |||||||||||
| Interest expense, net of amounts capitalized | 40,490 | 24,951 | 39,997 | |||||||||||
| Interest income and other, net | (726) | (2,292) | (4,712) | |||||||||||
| Depreciation and amortization | 147,260 | 109,879 | 147,085 | |||||||||||
| Amortization of intangible assets and contract liabilities, net | — | (3,730) | (915) | |||||||||||
| Merger and integration costs | 2,145 | 69,214 | 5,302 | |||||||||||
| (Gain) loss on sale of operating assets, net | (6,232) | — | (4,751) | |||||||||||
| Loss on impairment | 60,702 | — | — | |||||||||||
| Adjusted EBITDA | $ | 254,275 | $ | 290,846 | $ | 281,974 | Reconciliation of Adjusted Income Tax Benefit (Provision) | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| Three Months Ended September 30, | Three Months Ended | |||||||||||||
| 2025 | 2024 | June 30, 2025 | ||||||||||||
| Income tax benefit (provision) | $ | (31,731) | $ | (31,608) | $ | (57,096) | ||||||||
| Adjustments | ||||||||||||||
| Amortization of intangible assets and contract liabilities, net | — | 90 | — | |||||||||||
| Discrete tax items | (5,280) | (37,688) | (22,129) | |||||||||||
| Total adjustments | (5,280) | (37,598) | (22,129) | |||||||||||
| Adjusted income tax benefit (provision) | $ | (37,011) | $ | (69,206) | $ | (79,225) |
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 September 30, | Three Months Ended | |||||
| 2025 | 2024 | June 30, 2025 | ||||
| Net income (loss) | $ | (21,095) | $ | 61,216 | $ | 42,872 |
| Adjustments | ||||||
| Amortization of intangible assets and contract liabilities, net | — | (3,640) | (915) | |||
| Merger and integration costs | 2,145 | 69,214 | 5,302 | |||
| (Gain) loss on sale of operating assets, net | (6,232) | — | (4,751) | |||
| Loss on impairment | 60,702 | — | — | |||
| Discrete tax items | (5,280) | (37,688) | (22,129) | |||
| Total adjustments | 51,335 | 27,886 | (22,493) | |||
| Adjusted net income (loss) | $ | 30,240 | $ | 89,102 | $ | 20,379 |
| Reconciliation of Adjusted Diluted EPS | ||||||
| Three Months Ended September 30, | Three Months Ended | |||||
| 2025 | 2024 | June 30, 2025 | ||||
| Unadjusted diluted EPS | $ | (0.13) | $ | 0.40 | $ | 0.27 |
| Adjustments | ||||||
| Amortization of intangible assets and contract liabilities, net | — | (0.02) | (0.01) | |||
| Merger and integration costs | 0.01 | 0.45 | 0.03 | |||
| (Gain) loss on sale of operating assets, net | (0.04) | — | (0.02) | |||
| Loss on impairment | 0.38 | — | — | |||
| Discrete tax items | (0.03) | (0.25) | (0.14) | |||
| Total adjustments | 0.32 | 0.18 | (0.14) | |||
| Adjusted diluted EPS | $ | 0.19 | $ | 0.58 | $ | 0.13 |
| Reconciliation of Free Cash Flow and Capital Expenditures, net of Proceeds from Insurance Claims | ||||||
| Three Months Ended September 30, | Three Months Ended | |||||
| 2025 | 2024 | June 30, 2025 | ||||
| Net cash provided by (used in) operating activities | $ | 277,136 | $ | 283,781 | $ | 216,357 |
| Capital expenditures | (137,659) | (119,104) | (116,581) | |||
| Proceeds from insurance claims | — | — | 6,810 | |||
| Free cash flow | $ | 139,477 | $ | 164,677 | $ | 106,586 |
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Noble Corporation plc Third Quarter 2025 Earnings Conference Call October 28, 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, EBITDA expectations, including estimates for 2026, 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 Recently completed: Highlander, Reacher | Planned: Globetrotter II Approximately $740M in New Contracts(1) BlackLion, BlackHornet, Venturer, Developer, Resolute, Interceptor 2025 Guidance Narrowed Revised guidance ranges detailed on page 10 Q3 Adjusted EBITDA of $254M, Free Cash Flow of $139M $419M of FCF through 9M 2025 = 48% conversion from Adjusted EBITDA 3 Consistent Return of Capital Program $340M returned to shareholders in 2025, including announced Q4 dividend of $0.50 per share 1) New contracts since 8/5/2025 fleet status report. $740M in new awards excludes estimated scope extensions of wells-in-progress for the Noble Mick O’Brien (~7 months) and Noble Resolve (~2 months).
Third Quarter Financial Highlights Adjusted EBITDA $254M $282M Capital expenditures, net of insurance proceeds $138M $110M Free cash flow $139M $107M Net debt $1,499M $1,640M Backlog $7.0B $6.9B Adjusted EBITDA margin 32% 33% Net Leverage 1.3x 1.3x 4 Prior quarter figures for Q2 2025 shown below Liquidity $1,010M $870M
Current Backlog Stands at $7.0 Billion 2025 2026 2027 2028 Floaters Jackups 63% 57% 24%41% Percentage of available days committed1 Backlog ($B) and Contract Coverage 5 0.5 2.4 1.9 1.3 1) Committed days on total marketed fleet of 35 rigs, per 10/27/2025 fleet status report. 2029-2031 0.9 6%
6 Drillships Fleet Overview Recent Highlights • BlackHornet: 2-yr extension with bp in the U.S. Gulf • BlackLion: 2-yr extension with bp in the U.S. Gulf • Venturer: 1-well contract with Amni in Ghana Firm contract period Options As of 10/27/25 fleet status 2025 2026 2027 J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D Noble Venturer Noble Stanley Lafosse Noble BlackLion Noble Don Taylor Noble BlackRhino Noble Sam Croft Noble BlackHornet Noble Faye Kozack Noble Globetrotter I Noble Tom Madden Noble Gerry de Souza Noble Voyager Noble Valiant Noble BlackHawk Noble Viking Noble Bob Douglas
7 Semisubmersible Fleet Overview Firm contract period Options As of 10/27/25 fleet status 2025 2026 2027 J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D Noble Deliverer Noble Developer Noble Discoverer Ocean GreatWhite Noble Courage Ocean Apex Noble Endeavor Noble Patriot Recent Highlights • Developer: one option well exercised by Petronas
8 Jackup Fleet Overview Recent Highlights • Resolute: 1-yr contract with Eni in Dutch North Sea, plus options • Interceptor: 150-days accommodation scope with Aker BP in Norway • Mick O’Brien: extended duration (~7 months) of wells-in-progress Firm contract period Options As of 10/27/25 fleet status 2025 2026 2027 J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D Noble Intrepid Noble Invincible Harsh Ultra-Harsh Noble Innovator Noble Integrator Noble Resolute Noble Interceptor Noble Resolve Noble Tom Prosser Noble Mick O'Brien Noble Regina Allen Noble Resilient
Financial Overview Quarter End 6/30/2025 Quarter End 9/30/2025 ($ millions) 849798Revenue 282254Adjusted EBITDA 33%32%margin % 43(21)Net Income (Loss) 0.27(0.13)Diluted EPS 216274Cash flow from operations 110138Cash paid for capital expenditures, net of proceeds from insurance claims 107139Free cash flow 1,6401,499Net debt 1 1.3x1.3xNet Leverage 2 8701,010Liquidity 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) 9/30/25 liquidity includes $478 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 3,225 – 3,275 3,200 – 3,300 Adjusted EBITDA 1,100 – 1,125 1,075 – 1,150 Capital Additions, net of reimbursements 425 – 450 400 - 450 Full Year 2025 Guidance Update $ millions 10 Denotes prior guidance
Appendix: Reconciliation to GAAP Measures 11
