Company Page

Noble Corporation plc

Company Summary

Financial Data:

NYSE:NE from Google Finance

Tickers:

NE - New York Stock Exchange

Related Entities

Investor Presentations

March 2016 Weil Energy Conference

Company Transactions

Date: 6/30/2022
Type: Merger

BUYERS:

Noble Corporation plc

Maersk Drilling A/S

DETAILS:

NOTES:
Noble Corp. and Maersk Drilling have announced plans to combine in an all-stock transaction which will split the company 50/50 between their shareholders. The firm will operate under the Noble Corp. name once the deal closes in mid-2022.

REGIONS:

International

Date: 4/15/2021
Type: Merger

BUYERS:

Noble Corporation plc

SELLERS:

Pacific Drilling S.A.

DETAILS:

NOTES:
Noble Corp. has closed on its acquisition of Pacific Drilling Company, effective April 15, 2021.

REGIONS:

International

Date: 2/14/2019
Type: Acquisition

BUYERS:

Noble Corporation plc

SELLERS:

PaxOcean Group

DETAILS:

COST: 83.75 $MM

NOTES:
Noble exercised an option for the purchase of a second newbuild Gusto MSC CJ46 design jackup rig from the PaxOcean Group for $83.75 million.

Date: 9/21/2018
Type: Acquisition

BUYERS:

Noble Corporation plc

SELLERS:

PaxOcean Group

DETAILS:

COST: 93.75 $MM

NOTES:
Noble Corporation reported that they have purchased a newbuild Gusto MSC CJ46 Jackup Rig from PacOcean Group. Noble paid $33.75 million of the $93.75 million purchase price in cash, with the remaining price financed at a 4.25% interest rate paid in cash and 1.25% paid in kind over terms of the financing.

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Operating revenues
Contract drilling services	$	220,141	$	274,817	$	487,505	$	545,318
Reimbursables and other	17,777		18,119		31,724		30,506
	237,918		292,936		519,229		575,824
Operating costs and expenses
Contract drilling services	144,154		168,865		305,299		340,593
Reimbursables	16,334		15,381		28,018		24,776
Depreciation and amortization	89,365		111,148		193,046		220,726
General and administrative	73,003		116,252		90,842		132,251
Pre-petition charges	10,515		—		10,515		—
Loss on impairment	—		—		1,119,517		—
	333,371		411,646		1,747,237		718,346
Operating loss	(95,453)		(118,710)		(1,228,008)		(142,522)
Other income (expense)
Interest expense, net of amounts capitalized	(70,279)		(68,976)		(141,159)		(139,220)
Gain (loss) on extinguishment of debt, net	(593)		—		(593)		31,266
Interest income and other, net	2,956		1,860		674		4,366
Loss from continuing operations before income taxes	(163,369)		(185,826)		(1,369,086)		(246,110)
Income tax benefit	121,175		37,182		264,215		34,317
Net loss from continuing operations	(42,194)		(148,644)		(1,104,871)		(211,793)
Net loss from discontinued operations, net of tax	—		—		—		(3,821)
Net loss	(42,194)		(148,644)		(1,104,871)		(215,614)
Net income attributable to noncontrolling interests	—		(3,316)		—		(7,235)
Net loss attributable to Noble Corporation plc	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(222,849)
Net loss attributable to Noble Corporation plc
Net loss from continuing operations	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(219,028)
Net loss from discontinued operations, net of tax	—		—		—		(3,821)
Net loss attributable to Noble Corporation plc	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(222,849)
Per share data
Basic:
Loss from continuing operations	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.88)
Loss from discontinued operations	—		—		—		(0.02)
Net loss attributable to Noble Corporation plc	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.90)
Diluted:
Loss from continuing operations	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.88)
Loss from discontinued operations	—		—		—		(0.02)
Loss attributable to Noble Corporation plc	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.90)

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	June 30, 2020		December 31, 2019

ASSETS

Current assets
Cash and cash equivalents	$	191,217	$	104,621
Accounts receivable, net	163,972		198,665
Prepaid expenses and other current assets	245,984		118,821
Total current assets	601,173		422,107
Property and equipment, at cost	8,732,700		10,306,625
Accumulated depreciation	(2,246,143)		(2,572,701)
Property and equipment, net	6,486,557		7,733,924
Other assets	99,750		128,467
Total assets	$	7,187,480	$	8,284,498

LIABILITIES AND EQUITY

Current liabilities
Current maturities of long-term debt	$	3,953,708	$	62,505
Accounts payable	94,735		108,208
Accrued payroll and related costs	43,038		56,056
Other current liabilities	350,505		290,159
Total current liabilities	4,441,986		516,928
Long-term debt	—		3,779,499
Other liabilities	188,524		329,099
Total liabilities	4,630,510		4,625,526
Commitments and contingencies
Total shareholders' equity	2,556,970		3,658,972
Total liabilities and equity	$	7,187,480	$	8,284,498

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Six Months Ended June 30,
	2020		2019
Cash flows from operating activities
Net loss	$	(1,104,871)	$	(215,614)
Adjustments to reconcile net loss to net cash flow from operating activities:
Depreciation and amortization	193,046		220,726
Loss on impairment	1,119,517		—
(Gain) loss on extinguishment of debt, net	593		(31,266)
Changes in components of working capital:
Change in taxes receivable	(121,130)		2,758
Net changes in other operating assets and liabilities	(38,872)		15,934
Net cash provided by (used in) operating activities	48,283		(7,462)
Cash flows from investing activities
Capital expenditures	(69,355)		(152,354)
Proceeds from disposal of assets, net	227		9,367
Net cash used in investing activities	(69,128)		(142,987)
Cash flows from financing activities
Borrowings on credit facilities	210,000		370,000
Repayments of credit facilities	—		(20,000)
Repayments of debt	(101,132)		(400,000)
Debt issuance costs	—		(90)
Dividends paid to noncontrolling interests	—		(17,538)
Cash paid to settle equity awards	(1,010)		—
Taxes withheld on employee stock transactions	(417)		(2,761)
Net cash provided by (used in) financing activities	107,441		(70,389)
Net increase (decrease) in cash, cash equivalents and restricted cash	86,596		(220,838)
Cash, cash equivalents and restricted cash, beginning of period	105,924		375,907
Cash, cash equivalents and restricted cash, end of period	$	192,520	$	155,069

NOBLE CORPORATION PLC AND SUBSIDIARIES
FINANCIAL AND OPERATIONAL INFORMATION BY SEGMENT
(In thousands, except operating statistics)
(Unaudited)

	Three Months Ended June 30,												Three Months Ended March 30,
	2020						2019						2020
	Contract Drilling Services		Other		Total		Contract Drilling Services		Other		Total		Contract Drilling Services		Other		Total
Operating revenues
Contract drilling services	$	220,141	$	—	$	220,141	$	274,817	$	—	$	274,817	$	267,364	$	—	$	267,364
Reimbursables and other	17,777		—		17,777		18,119		—		18,119		13,947		—		13,947
	$	237,918	$	—	$	237,918	$	292,936	$	—	$	292,936	$	281,311	$	—	$	281,311
Operating costs and expenses
Contract drilling services	$	144,154	$	—	$	144,154	$	168,865	$	—	$	168,865	$	161,145	$	—	$	161,145
Reimbursables	16,334		—		16,334		15,381		—		15,381		11,684		—		11,684
Depreciation and amortization	87,297		2,068		89,365		107,802		3,346		111,148		101,108		2,573		103,681
General and administrative	73,003		—		73,003		116,252		—		116,252		17,839		—		17,839
Pre-petition charges	—		10,515		10,515		—		—		—		—		—		—
Loss on impairment	—		—		—		—		—		—		1,119,517		—		1,119,517
	$	320,788	$	12,583	$	333,371	$	408,300	$	3,346	$	411,646	$	1,411,293	$	2,573	$	1,413,866
Operating loss	$	(82,870)	$	(12,583)	$	(95,453)	$	(115,364)	$	(3,346)	$	(118,710)	$	(1,129,982)	$	(2,573)	$	(1,132,555)

Operating statistics
*Jackups:*
Average Rig Utilization	65%	98%	94%
Operating Days	709	1,050	1,082
Average Dayrate	$148,781	$124,572	$131,253
*Floaters:*
Average Rig Utilization	53%	67%	58%
Operating Days	584	728	637
Average Dayrate	$196,489	$197,911	$196,759
*Total:*
Average Rig Utilization	59%	82%	77%
Operating Days	1,293	1,778	1,719
Average Dayrate	$170,325	$154,609	$155,526

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

The following table presents the computation of basic and diluted loss per share:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Numerator:
Basic
Net loss from continuing operations	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(219,028)
Net loss from discontinued operations, net of tax	—		—		—		(3,821)
Net loss attributable to Noble Corporation plc	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(222,849)
Diluted
Net loss from continuing operations	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(219,028)
Net loss from discontinued operations, net of tax	—		—		—		(3,821)
Net loss attributable to Noble Corporation plc	$	(42,194)	$	(151,960)	$	(1,104,871)	$	(222,849)
Denominator:
Weighted average shares outstanding - basic	250,978		249,154		250,512		248,705
Weighted average shares outstanding - diluted	250,978		249,154		250,512		248,705

Loss per share
Basic:
Loss from continuing operations	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.88)
Loss from discontinued operations	—		—		—		(0.02)
Net loss attributable to Noble Corporation plc	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.90)
Diluted:
Loss from continuing operations	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.88)
Loss from discontinued operations	—		—		—		(0.02)
Net loss attributable to Noble Corporation plc	$	(0.17)	$	(0.61)	$	(4.41)	$	(0.90)

NOBLE CORPORATION PLC AND SUBSIDIARIES
NON-GAAP RECONCILIATION
(In thousands, except per share amounts)
(Unaudited)

Reconciliation of Income Tax Benefit (Provision)	Three Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020
Income tax benefit (provision)	$	121,175	$	37,182	$	143,040

Adjustments
Loss on impairment	—		—		(95,630)
Discrete tax items	(111,930)		(33,663)		(47,240)
Total Adjustments	(111,930)		(33,663)		(142,870)
Adjusted income tax benefit	$	9,245	$	3,519	$	170

Reconciliation of Net Loss Attributable to Noble Corporation plc	Three Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020
Net loss attributable to Noble Corporation plc	$	(42,194)	$	(151,960)	$	(1,062,677)

Adjustments
Loss on impairment, net of tax	—		—		1,023,887
Loss on debt extinguishment	593		—		—
Discrete tax items	(111,930)		(33,663)		(47,240)
Legal contingencies	54,000		100,000		—
Pre-petition charges	10,515		—		—
Total Adjustments	(46,822)		66,337		976,647
Adjusted net loss attributable to Noble Corporation plc	$	(89,016)	$	(85,623)	$	(86,030)

Reconciliation of Diluted EPS Attributable to Noble Corporation plc	Three Months Ended June 30,				Three Months Ended March 31,
	2020		2019		2020
Unadjusted diluted EPS attributable to Noble Corporation plc	$	(0.17)	$	(0.61)	$	(4.25)

Adjustments
Loss on impairment	—		—		4.10
Discrete tax items	(0.44)		(0.13)		(0.19)
Legal contingencies	0.22		0.40		—
Pre-petition charges	0.04		—		—
Total Adjustments	(0.18)		0.27		3.91
Adjusted diluted EPS attributable to Noble Corporation plc	$	(0.35)	$	(0.34)	$	(0.34)

NOBLE CORPORATION PLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)

	Three Months Ended March 31,
	2020		2019
Operating revenues
Contract drilling services	$	267,364	$	270,501
Reimbursables and other	13,947		12,387
	281,311		282,888
Operating costs and expenses
Contract drilling services	161,145		171,728
Reimbursables	11,684		9,395
Depreciation and amortization	103,681		109,578
General and administrative	17,839		15,999
Loss on impairment	1,119,517		—
	1,413,866		306,700
Operating loss	(1,132,555)		(23,812)
Other income (expense)
Interest expense, net of amounts capitalized	(70,880)		(70,244)
Gain on extinguishment of debt, net	—		31,266
Interest income and other, net	(2,282)		2,506
Loss from continuing operations before income taxes	(1,205,717)		(60,284)
Income tax benefit (provision)	143,040		(2,865)
Net loss from continuing operations	(1,062,677)		(63,149)
Net loss from discontinued operations, net of tax	—		(3,821)
Net loss	(1,062,677)		(66,970)
Net income attributable to noncontrolling interests	—		(3,919)
Net loss attributable to Noble Corporation plc	$	(1,062,677)	$	(70,889)
Net loss attributable to Noble Corporation plc
Net loss from continuing operations	$	(1,062,677)	$	(67,068)
Net loss from discontinued operations, net of tax	—		(3,821)
Net loss attributable to Noble Corporation plc	$	(1,062,677)	$	(70,889)
Per share data
Basic:
Loss from continuing operations	$	(4.25)	$	(0.27)
Loss from discontinued operations	—		(0.02)
Net loss attributable to Noble Corporation plc	$	(4.25)	$	(0.29)
Diluted:
Loss from continuing operations	$	(4.25)	$	(0.27)
Loss from discontinued operations	—		(0.02)
Net loss attributable to Noble Corporation plc	$	(4.25)	$	(0.29)

NOBLE CORPORATION PLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	March 31, 2020		December 31, 2019

ASSETS
Current assets
Cash and cash equivalents	$	175,927	$	104,621
Accounts receivable, net	208,817		198,665
Prepaid expenses and other current assets	236,569		118,821
Total current assets	621,313		422,107
Property and equipment, at cost	8,692,837		10,306,625
Accumulated depreciation	(2,157,499)		(2,572,701)
Property and equipment, net	6,535,338		7,733,924
Other assets	104,448		128,467
Total assets	$	7,261,099	$	8,284,498

LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	260,958	$	62,505
Accounts payable	87,871		108,208
Accrued payroll and related costs	40,265		56,056
Other current liabilities	270,511		290,159
Total current liabilities	659,605		516,928
Long-term debt	3,692,479		3,779,499
Other liabilities	312,483		329,099
Total liabilities	4,664,567		4,625,526
Commitments and contingencies
Total shareholders' equity	2,596,532		3,658,972
Total liabilities and equity	$	7,261,099	$	8,284,498

NOBLE CORPORATION PLC AND SUBSIDIARIES FINANCIAL AND OPERATIONAL INFORMATION BY SEGMENT (In thousands, except operating statistics) (Unaudited)

	Three Months Ended March 31,												Three Months Ended December 31,
	2020						2019						2019
	Contract Drilling Services		Other		Total		Contract Drilling Services		Other		Total		Contract Drilling Services		Other		Total
Operating revenues
Contract drilling services	$	267,364	$	—	$	267,364	$	270,501	$	—	$	270,501	$	441,312	$	—	$	441,312
Reimbursables and other	13,947		—		13,947		12,387		—		12,387		12,776		—		12,776
	$	281,311	$	—	$	281,311	$	282,888	$	—	$	282,888	$	454,088	$	—	$	454,088
Operating costs and expenses
Contract drilling services	$	161,145	$	—	$	161,145	$	171,728	$	—	$	171,728	$	181,821	$	—	$	181,821
Reimbursables	11,684		—		11,684		9,395		—		9,395		10,506		—		10,506
Depreciation and amortization	101,108		2,573		103,681		106,086		3,492		109,578		103,778		2,962		106,740
General and administrative	17,839		—		17,839		15,999		—		15,999		18,976		—		18,976
Loss on impairment	1,119,517		—		1,119,517		—		—		—		19,784		—		19,784
	$	1,411,293	$	2,573	$	1,413,866	$	303,208	$	3,492	$	306,700	$	334,865	$	2,962	$	337,827
Operating income (loss)	$	(1,129,982)	$	(2,573)	$	(1,132,555)	$	(20,320)	$	(3,492)	$	(23,812)	$	119,223	$	(2,962)	$	116,261


⁽¹⁾	The fourth quarter of 2019 includes the impact of the Noble Bully II contract buyout. Exclusive of this item, the average dayrate for the three months ended December 31, 2019 would have been $198,956 for floaters and $155,940 for total rigs.

(i)	In the second quarter of 2019, a charge related to the Paragon litigation and a discrete tax item; and
(ii)	In the second quarter of 2018, an impairment of three of our rigs and certain capital spare equipment.

NOBLE CORPORATION PLC AND SUBSIDIARIES NON-GAAP RECONCILIATION (In thousands, except per share amounts)(Unaudited)

Reconciliation of Total Revenue	Three months ended March 31,				Three months ended December 31,
	2020		2019		2019
Total revenue	$	281,311	$	282,888	$	454,088

Adjustments
Noble Bully II - Shell contract buyout	—		—		(166,858)
Total Adjustments	—		—		(166,858)
Adjusted total revenue	$	281,311	$	282,888	$	287,230

Reconciliation of Income Tax Benefit (Provision)	Three Months Ended March 31,				Three Months Ended December 31,
	2020		2019		2019
Income tax benefit (provision)	$	143,040	$	(2,865)	$	1,378

Adjustments
Loss on impairment	(95,630)		—		(2,630)
Gain on debt extinguishment	—		6,566		—
Discrete tax items	(47,240)		—		12,485
Noble Bully II - Shell contract buyout	—		—		2,452
Total Adjustments	(142,870)		6,566		12,307
Adjusted income tax benefit	$	170	$	3,701	$	13,685

Reconciliation of Net Loss Attributable to Noble Corporation plc	Three Months Ended March 31,				Three Months Ended December 31,
	2020		2019		2019
Net loss attributable to Noble Corporation plc	$	(1,062,677)	$	(70,889)	$	(32,870)

Adjustments
Loss on impairment, net of tax	1,023,887		—		17,154
Gain on debt extinguishment	—		(24,700)		—
Net income attributable to noncontrolling interests	—		—		78,019
Discrete tax items	(47,240)		—		12,485
Noble Bully II - Shell contract buyout	—		—		(157,647)
Total Adjustments	976,647		(24,700)		(49,989)
Adjusted net loss attributable to Noble Corporation plc	$	(86,030)	$	(95,589)	$	(82,859)

Reconciliation of Diluted EPS Attributable to Noble Corporation plc	Three Months Ended March 31,				Three Months Ended December 31,
	2020		2019		2019
Unadjusted diluted EPS attributable to Noble Corporation plc	$	(4.25)	$	(0.29)	$	(0.13)

Adjustments
Loss on impairment	4.10		—		0.07
Gain on debt extinguishment	—		(0.10)		—
Discrete tax items	(0.19)		—		0.05
Noble Bully II - Shell contract buyout	—		—		(0.32)
Total Adjustments	3.91		(0.10)		(0.20)
Adjusted diluted EPS attributable to Noble Corporation plc	$	(0.34)	$	(0.39)	$	(0.33)

NOBLE CORPORATION PLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Operating revenues
Contract drilling services	$	259,428	$	267,238	$	804,746	$	744,033
Reimbursables and other	16,098		12,170		46,604		28,901
	275,526		279,408		851,350		772,934
Operating costs and expenses
Contract drilling services	175,929		162,985		516,522		451,271
Reimbursables	13,779		9,676		38,555		22,323
Depreciation and amortization	112,755		113,868		333,481		372,304
General and administrative	17,565		14,722		149,816		58,522
Loss on impairment	595,510		—		595,510		792,843
	915,538		301,251		1,633,884		1,697,263
Operating loss	(640,012)		(21,843)		(782,534)		(924,329)
Other income (expense)
Interest expense, net of amounts capitalized	(68,991)		(73,725)		(208,211)		(223,870)
Gain (loss) on extinguishment of debt, net	(650)		109		30,616		(8,659)
Interest income and other, net	(144)		2,610		4,222		6,814
Loss from continuing operations before income taxes	(709,797)		(92,849)		(955,907)		(1,150,044)
Income tax benefit	2,845		14,491		37,162		50,334
Net loss from continuing operations	(706,952)		(78,358)		(918,745)		(1,099,710)
Net loss from discontinued operations, net of tax	—		—		(3,821)		—
Net loss	(706,952)		(78,358)		(922,566)		(1,099,710)
Net (income) loss attributable to noncontrolling interests	262,081		(3,233)		254,846		247,722
Net loss attributable to Noble Corporation plc	$	(444,871)	$	(81,591)	$	(667,720)	$	(851,988)
Net loss attributable to Noble Corporation plc
Net loss from continuing operations	$	(444,871)	$	(81,591)	$	(663,899)	$	(851,988)
Net loss from discontinued operations, net of tax	—		—		(3,821)		—
Net loss attributable to Noble Corporation plc	$	(444,871)	$	(81,591)	$	(667,720)	$	(851,988)
Per share data
Basic:
Loss from continuing operations	$	(1.79)	$	(0.33)	$	(2.66)	$	(3.46)
Loss from discontinued operations	—		—		(0.02)		—
Net loss attributable to Noble Corporation plc	$	(1.79)	$	(0.33)	$	(2.68)	$	(3.46)
Diluted:
Loss from continuing operations	$	(1.79)	$	(0.33)	$	(2.66)	$	(3.46)
Loss from discontinued operations	—		—		(0.02)		—
Net loss attributable to Noble Corporation plc	$	(1.79)	$	(0.33)	$	(2.68)	$	(3.46)

NOBLE CORPORATION PLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	September 30, 2019		December 31, 2018
ASSETS
Current assets
Cash and cash equivalents	$	135,993	$	375,232
Accounts receivable, net	206,235		200,722
Prepaid expenses and other current assets	103,051		83,102
Total current assets	445,279		659,056
Property and equipment, at cost	10,346,771		10,956,412
Accumulated depreciation	(2,537,648)		(2,475,694)
Property and equipment, net	7,809,123		8,480,718
Other assets	141,113		125,149
Total assets	$	8,395,515	$	9,264,923
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	362,493	$	—
Accounts payable	108,789		125,557
Accrued payroll and related costs	50,298		50,284
Other current liabilities	249,162		189,616
Total current liabilities	770,742		365,457
Long-term debt	3,577,863		3,877,402
Other liabilities	331,696		367,490
Total liabilities	4,680,301		4,610,349
Commitments and contingencies
Equity
Total shareholders' equity	3,593,766		$	4,253,171
Noncontrolling interests	121,448		401,403
Total equity	3,715,214		4,654,574
Total liabilities and equity	$	8,395,515	$	9,264,923

(i)	In the first quarter of 2019, a gain on debt extinguishment;

(ii)	In the first and fourth quarter of 2018, a loss and gain on debt extinguishment, respectively; and

(iii)	In the fourth quarter of 2018, an impairment of two of our rigs.

Title of Notes	CUSIP Number⁽¹⁾	Aggregate Principal Amount Outstanding Prior to Tender Offers	Aggregate Principal Amount of Notes Tendered⁽²⁾	Tender Cap	Acceptance Priority Level	Tender Offer Consideration⁽³⁾	Early Tender Premium⁽³⁾	Total Consideration ⁽³⁾⁽⁴⁾
4.90% Senior Notes due 2020 (the "2020 Notes")	65504LAC1	$65,893,000	3,358,000	N/A	1	$925.00	$30.00	$955.00
4.625% Senior Notes due 2021 (the "2021 Notes")	65504LAF4	$93,142,000	13,205,000	N/A	2	$940.00	$30.00	$970.00
3.95% Senior Notes due 2022 (the "2022 Notes")	65504LAJ6	$41,706,000	20,493,000	N/A	3	$875.00	$30.00	$905.00
7.75% Senior Notes due 2024 (the "2024 Notes")	65504LAP2	$800,824,000	469,682,000⁽⁵⁾	N/A	4	$875.00	$30.00	$905.00
5.95% Senior Notes due 2025* (the "2025 Notes")	65504LAN7	$450,000,000	233,214,000⁽⁵⁾	N/A	5	$870.00	$30.00	$900.00
5.25% Senior Notes due 2042 (the "2042 Notes")	65504LAK3	$483,619,000	108,174,000	$50,000,000	6	$610.00	$30.00	$640.00


*	The interest rate for the 2025 Notes has been increased to 7.95% pursuant to the terms of the indenture governing the 2025 Notes.
(1)	No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase and Consent Solicitation (as defined below) or the accompanying Letter of Transmittal and Consent or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2)	Certain Notes tendered have not been accepted, as described below.
(3)	Per $1,000.00 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL. Excludes Accrued Interest (as defined in the Offer to Purchase and Consent Solicitation), which will be paid on Notes accepted for purchase as described below.
(4)	Includes the early tender premium of $30.00 per $1,000.00 principal amount of Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by NHIL.
(5)	Notes tendered include the related Consents (as defined below). The requisite Consents to effect the Proposed Amendments (as defined below) have not been obtained, as described below.

Title of Notes	CUSIP Number⁽¹⁾	Aggregate Principal Amount Outstanding	Tender Cap	Acceptance Priority Level	Tender Offer Consideration⁽²⁾	Early Tender Premium⁽²⁾	Total Consideration⁽²⁾⁽³⁾
4.90% Senior Notes due 2020 (the "2020 Notes")	65504LAC1	$65,893,000	N/A	1	$925.00	$30.00	$955.00
4.625% Senior Notes due 2021 (the "2021 Notes")	65504LAF4	$93,142,000	N/A	2	$940.00	$30.00	$970.00
3.95% Senior Notes due 2022 (the "2022 Notes")	65504LAJ6	$41,706,000	N/A	3	$875.00	$30.00	$905.00
7.75% Senior Notes due 2024 (the "2024 Notes")	65504LAP2	$800,824,000	N/A	4	$875.00	$30.00	$905.00
5.95% Senior Notes due 2025* (the "2025 Notes")	65504LAN7	$450,000,000	N/A	5	$870.00	$30.00	$900.00
5.25% Senior Notes due 2042 (the "2042 Notes")	65504LAK3	$483,619,000	$50,000,000⁽⁴⁾	6	$610.00	$30.00	$640.00


*	The interest rate for the 2025 Notes has been increased to 7.95% pursuant to the terms of the indenture governing the 2025 Notes.
(1)	No representation is made as to the correctness or accuracy of the CUSIP numbers listed in the Offer to Purchase and Consent Solicitation or the accompanying Letter of Transmittal and Consent or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2)	Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL. Excludes Accrued Interest (as defined below), which will be paid on Notes accepted for purchase as described below.
(3)	Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (as defined below) (and not validly withdrawn) and accepted for purchase by NHIL.
(4)	The aggregate principal amount of the 2042 Notes that may be purchased pursuant to the Tender Offers will not exceed $50,000,000, subject to increase or decrease by NHIL (the "2042 Tender Cap").

(i)	In the third quarter of 2018, a discrete tax benefit; and
(ii)	In the third quarter of 2017, the Noble Danny Adkins and Noble Jim Day related cost damage.

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

		Three Months Ended
		March 31,
		2018	2017
Operating revenues
	Contract drilling services	$ 229,106	$ 354,659
	Reimbursables and other	6,051	8,317
		235,157	362,976
Operating costs and expenses
	Contract drilling services	136,849	160,769
	Reimbursables	4,350	5,146
	Depreciation and amortization	128,755	135,718
	General and administrative	22,083	15,880
		292,037	317,513
Operating income (loss)		(56,880)	45,463
Other income (expense)
	Interest expense	(76,015)	(73,447)
	Loss on extinguishment of debt, net	(8,768)	-
	Interest income and other, net	1,339	1,617
Loss from continuing operations before income taxes		(140,324)	(26,367)
	Income tax provision	(2,996)	(257,407)
Net loss		(143,320)	(283,774)
	Net income (loss) attributable to noncontrolling interests	986	(17,920)
Net loss attributable to Noble Corporation plc		$ (142,334)	$ (301,694)
Per share data
	Basic	$ (0.58)	$ (1.24)
	Diluted	$ (0.58)	$ (1.24)

Noble Corporation plc

Company Summary

Financial Data:

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NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

		March 31,	December 31,
		2018	2017
ASSETS
Current assets
	Cash and cash equivalents	$ 461,678	$ 662,829
	Accounts receivable, net	181,804	204,696
	Prepaid expenses and other current assets	76,978	171,450
Total current assets		720,460	1,038,975

Property and equipment, at cost		12,072,297	12,034,331
	Accumulated depreciation	(2,673,437)	(2,545,091)
Property and equipment, net		9,398,860	9,489,240

Other assets		148,803	266,444
	Total assets	$ 10,268,123	$ 10,794,659

LIABILITIES AND EQUITY
Current liabilities
	Current maturities of long-term debt	$ -	$ 249,843
	Accounts payable	94,275	84,032
	Accrued payroll and related costs	35,473	54,904
	Other current liabilities	164,702	204,245
Total current liabilities		294,450	593,024

Long-term debt		3,841,350	3,795,867
Other liabilities		473,538	455,140
	Total liabilities	4,609,338	4,844,031

Commitments and contingencies

Equity
	Total shareholders' equity	4,987,971	5,276,161
	Noncontrolling interests	670,814	674,467
	Total equity	5,658,785	5,950,628
	Total liabilities and equity	$ 10,268,123	$ 10,794,659

NOBLE CORPORATION PLC AND SUBSIDIARIES
FINANCIAL AND OPERATIONAL INFORMATION BY SEGMENT
(In thousands, except operating statistics)
(Unaudited)

	Three Months Ended March 31,						Three Months Ended December 31,
	2018			2017			2017
	Contract			Contract			Contract
	Drilling			Drilling			Drilling
	Services	Other	Total	Services	Other	Total	Services	Other	Total
Operating revenues
Contract drilling services	$ 229,106	$ -	$ 229,106	$ 354,659	$ -	$ 354,659	$ 321,095	$ -	$ 321,095
Reimbursables and other	6,051	-	6,051	8,304	13	8,317	8,490	-	8,490
	$ 235,157	$ -	$ 235,157	$ 362,963	$ 13	$ 362,976	$ 329,585	$ -	$ 329,585
Operating costs and expenses
Contract drilling services	$ 136,849	$ -	$ 136,849	$ 160,769	$ -	$ 160,769	$ 155,153	$ -	$ 155,153
Reimbursables	4,350	-	4,350	5,146	-	5,146	5,061	-	5,061
Depreciation and amortization	123,215	5,540	128,755	129,778	5,940	135,718	132,392	5,679	138,071
General and administrative	22,083	-	22,083	15,880	-	15,880	21,765	-	21,765
Loss on impairment	-	-	-	-	-	-	121,639	-	121,639
	$ 286,497	$ 5,540	$ 292,037	$ 311,573	$ 5,940	$ 317,513	$ 436,010	$ 5,679	$ 441,689

Operating income (loss)	$ (51,340)	$ (5,540)	$ (56,880)	$ 51,390	$ (5,927)	$ 45,463	$ (106,425)	$ (5,679)	$ (112,104)

Operating statistics
*Jackups:*
Average Rig Utilization	56%			93%			76%
Operating Days	706			1,170			971
Average Dayrate	$ 153,662			$ 123,154			$ 134,413
*Semisubmersibles:*
Average Rig Utilization	17%			17%			17%
Operating Days	90			90			92
Average Dayrate	$ 98,766			$ 131,015			$ 261,661
*Drillships:*
Average Rig Utilization	52%			68%			60%
Operating Days	375			490			440
Average Dayrate	$ 297,833			$ 405,719			$ 378,709
*Total:*
Average Rig Utilization	47%			69%			58%
Operating Days	1,171			1,750			1,503
Average Dayrate	$ 195,633			$ 202,674			$ 213,664

NOBLE CORPORATION PLC AND SUBSIDIARIES
NON-GAAP MEASURES
(In thousands, except per share amounts)
(Unaudited)


Reconciliation of total revenue			Three Months Ended		Three Months Ended,
			March 31,		December 31,
			2018	2017	2017

	Total revenue		$ 235,157	$ 362,976	$ 329,585

	Adjustments
		Noble Jim Day-Marathon Settlement	-	-	(12,709)
		Noble Bully II-Shell escalation Provision	-	-	(25,326)
	Total Adjustments		-	-	(38,035)
	Adjusted total revenue		$ 235,157	$ 362,976	$ 291,550


Reconciliation of Income tax provision			Three Months Ended		Three Months Ended,
			March 31,		December 31,
			2018	2017	2017
	Income tax benefit (provision)		$ (2,996)	$ (257,407)	$ 167,960

	Adjustments
		Noble Jim Day-Marathon Settlement	-	-	4,003
		Noble Bully II-Shell escalation Provision	-	-	380
		Loss on impairment	-	-	(26,819)
		Loss on debt extinguishment	(1,841)	-	-
		Discrete tax items	-	260,085	(120,821)
	Total Adjustments		(1,841)	260,085	(143,257)
	Adjusted income tax provision		$ (4,837)	$ 2,678	$ 24,703


Reconciliation of net loss attributable to Noble Corporation plc			Three Months Ended		Three Months Ended,
			March 31,		December 31,
			2018	2017	2017

	Net loss attributable to Noble Corporation plc		$ (142,334)	$ (301,694)	$ (24,675)

	Adjustments
		Noble Jim Day-Marathon Settlement	-	-	(8,706)
		Noble Bully II-Shell escalation Provision	-	-	(12,473)
		Loss on impairment, net of tax	-	-	94,820
		Loss on extinguishment of debt, net	6,927	-	-
		Discrete tax items	-	260,085	(120,821)
	Total Adjustments		6,927	260,085	(47,180)
	Adjusted net loss attributable to Noble Corporation plc		$ (135,407)	$ (41,609)	$ (71,855)


Reconciliation of diluted EPS attributable to Noble Corporation plc			Three Months Ended		Three Months Ended,
			March 31,		December 31,
			2018	2017	2017

	Unadjusted diluted EPS attributable to Noble Corporation plc		$ (0.58)	$ (1.24)	$ (0.10)

	Adjustments
		Noble Jim Day-Marathon Settlement	-	-	(0.04)
		Noble Bully II-Shell escalation Provision	-	-	(0.05)
		Loss on impairment, net of tax	-	-	0.39
		Loss on extinguishment of debt, net of tax	0.03	-	-
		Discrete tax items	-	1.07	(0.49)
	Total Adjustments		0.03	1.07	(0.19)
	Adjusted diluted EPS		$ (0.55)	$ (0.17)	$ (0.29)


⁽¹⁾For the quarters and years ended December 31, 2017 and 2016, we experienced net losses from continuing operations, as such, unvested share-based payment awards were excluded from the loss per share calculation during these periods, as the awards were anti-dilutive.

Non-GAAP Reconciliation


Certain non-GAAP performance 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. In order to fully assess the financial operating results, management believes that the results of operations, adjusted to exclude the following items, which are included in the Company's press release issued on February 21, 2018, and discussed in the related conference call on February 22, 2018, are appropriate measures of the continuing and normal operations of the Company:

	(i)	In the second and third quarter of 2017, a discrete tax item;

	(ii)	In the second quarter of 2017, the Noble Max Smithwrite-off of receivables;

	(iii)	In the third quarter of 2017, the Noble Danny Adkins and Noble Jim Day related cost damage; and

	(iv)	In the fourth quarter of 2017, the Noble Jim Day and Noble Bully II special payments received.

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 cost, 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.


Title of Notes	CUSIP Number⁽¹⁾	Aggregate Principal Amount Outstanding Prior to Tender Offers	Aggregate Principal Amount of Notes Tendered⁽²⁾	Tender Cap	Acceptance Priority Level	Tender Offer Consideration⁽³⁾	Early Tender Premium⁽³⁾	Total Consideration ⁽³⁾⁽⁴⁾

4.00% Senior Notes due 2018*	65504LAM9	$250,000,000	$123,388,000⁽⁵⁾	N/A	1	$974.93	$30.00	$1,004.93

7.50% Senior Notes due 2019	655042AD1	$201,695,000	$139,789,000⁽⁵⁾⁽⁶⁾	N/A	2	$1,029.30	$30.00	$1,059.30

4.90% Senior Notes due 2020	65504LAC1	$167,766,000	$101,353,000⁽⁵⁾⁽⁶⁾	N/A	3	$992.50	$30.00	$1,022.50

4.625% Senior Notes due 2021	65504LAF4	$208,675,000	$115,533,000⁽⁵⁾⁽⁶⁾	N/A	4	$960.00	$30.00	$990.00

3.95% Senior Notes due 2022	65504LAJ6	$125,661,000	$82,705,000⁽⁵⁾⁽⁶⁾	N/A	5	$890.00	$30.00	$920.00

7.75% Senior Notes due 2024**	65504LAP2	$1,000,000,000	$435,861,000	$250,000,000	6	$930.00	$30.00	$960.00


*	The interest rate for the 2018 Notes has been increased to 5.75% pursuant to the terms of the indenture governing the 2018 Notes.
**	The 2024 Notes do not have a related Consent Solicitation.
(1)	No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in the Offer to Purchase and Consent Solicitation (as defined herein) or the accompanying Letter of Transmittal and Consent or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2)	Notes tendered have not been accepted.
(3)	Per $1,000.00 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL.
(4)	Includes the early tender premium of $30.00 per $1,000.00 principal amount of Notes validly tendered prior to the Early Tender Date (and not validly withdrawn) and accepted for purchase by NHIL.
(5)	Includes the related Consents.
(6)	The Requisite Consent (as defined herein) was received for this series of Notes.

Title of Notes	CUSIP Number⁽¹⁾	Aggregate Principal Amount Outstanding	Tender Cap	Acceptance Priority Level	Tender Offer Consideration⁽²⁾	Early Tender Premium ⁽²⁾	Total Consideration⁽²⁾⁽³⁾
4.00% Senior Notes due 2018*	65504LAM9	$250,000,000	N/A	1	$974.93	$30.00	$1,004.93
7.50% Senior Notes due 2019	655042AD1	$201,695,000	N/A	2	$1,029.30	$30.00	$1,059.30
4.90% Senior Notes due 2020	65504LAC1	$167,766,000	N/A	3	$992.50	$30.00	$1,022.50
4.625% Senior Notes due 2021	65504LAF4	$208,675,000	N/A	4	$960.00	$30.00	$990.00
3.95% Senior Notes due 2022	65504LAJ6	$125,661,000	N/A	5	$890.00	$30.00	$920.00
7.75% Senior Notes due 2024**	65504LAP2	$1,000,000,000	$250,000,000	6	$930.00	$30.00	$960.00

* The interest rate for the 2018 Notes has been increased to 5.75% pursuant to the terms of the indenture governing the 2018 Notes.
** The 2024 Notes do not have a related Consent Solicitation.
(1) No representation is made as to the correctness or accuracy of the CUSIP Numbers listed in the Offer to Purchase and Consent Solicitation or the accompanying Letter of Transmittal and Consent or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2) Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL.
(3) Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (as defined below) (and not validly withdrawn) and accepted for purchase by NHIL.


⁽¹⁾For the quarters ended September 30, 2017 and 2016, we experienced net losses from continuing operations, as well as the year ended September 30, 2017. As such, unvested share-based payment awards were excluded from the loss per share calculation during these periods, as the awards were anti-dilutive.

NOBLE CORPORATION PLC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)




		Three Months Ended June 30,		Six Months Ended June 30,
		Three Months Ended June 30,		Six Months Ended June 30,
		2017	2016	2017	2016
Operating revenues
	Contract drilling services	$ 271,532	$ 876,697	$ 626,191	$ 1,468,064
	Reimbursables	6,599	17,933	14,903	38,539
	Other	11	153	24	153
		278,142	894,783	641,118	1,506,756
Operating costs and expenses
	Contract drilling services	162,371	244,176	322,756	495,424
	Reimbursables	4,394	14,298	9,540	30,304
	Depreciation and amortization	136,594	150,946	272,312	300,665
	General and administrative	18,658	19,033	34,538	38,573
	Loss on impairment	-	16,616	-	16,616
		322,017	445,069	639,146	881,582

Operating income (loss)		(43,875)	449,714	1,972	625,174
Other income (expense)
	Interest expense, net of amount capitalized	(73,209)	(57,306)	(146,656)	(114,406)
	Gain on extinguishment of debt, net	-	11,066	-	11,066
	Interest income and other, net	2,664	(1,253)	3,897	(1,983)
Income (loss) from continuing operations before income taxes		(114,420)	402,221	(140,787)	519,851
	Income tax benefit (provision)	18,213	(56,822)	(239,194)	(50,319)
Net income (loss) from continuing operations		(96,207)	345,399	(379,981)	469,532
Net loss from discontinued operations, net of tax		(1,486)	-	(1,486)	-
Net income (loss)		(97,693)	345,399	(381,467)	469,532
	Net (income) loss attributable to noncontrolling interests	4,343	(22,533)	(13,577)	(41,181)
Net income (loss) attributable to Noble Corporation plc		$ (93,350)	$ 322,866	$ (395,044)	$ 428,351
Net income (loss) attributable to Noble Corporation plc
	Income (loss) from continuing operations	$ (91,864)	$ 322,866	$ (393,558)	$ 428,351
	Net loss from discontinued operations, net of tax	(1,486)	-	(1,486)	-
	Net income (loss) attributable to Noble Corporation plc	$ (93,350)	$ 322,866	$ (395,044)	$ 428,351
Per share data:
Basic:
	Income (loss) from continuing operations	$ (0.37)	$ 1.28	$ (1.61)	$ 1.70
	Loss from discontinued operations	(0.01)	-	(0.01)	-
	Net income (loss) attributable to Noble Corporation	$ (0.38)	$ 1.28	$ (1.62)	$ 1.70
Diluted:
	Income (loss) from continuing operations	$ (0.37)	$ 1.28	$ (1.61)	$ 1.70
	Loss from discontinued operations	(0.01)	-	(0.01)	-
	Net income (loss) attributable to Noble Corporation	$ (0.38)	$ 1.28	$ (1.62)	$ 1.70