☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
England and Wales
|
(Registered Number 08354954)
|
|
98-0619597
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification number)
|
Cayman Islands
|
|
98-0366361
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification number)
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Name of Company
|
|
Title of each class
|
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Trading symbol(s)
|
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Name of each exchange on which registered
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Noble Corporation plc
|
|
Ordinary Shares
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NE
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New York Stock Exchange
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Noble Corporation
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None
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—
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—
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Noble Corporation plc:
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
|
☐
|
Noble Corporation:
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Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☑
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
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|
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Page
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PART I
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Item 1
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Noble Corporation plc (Noble-UK) Financial Statements:
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Noble Corporation (Noble-Cayman) Financial Statements:
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Item 2
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Item 3
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Item 4
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PART II
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Item 1
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Item 1A
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Item 2
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Item 6
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March 31, 2020
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December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
175,927
|
|
|
$
|
104,621
|
|
Accounts receivable, net
|
|
208,817
|
|
|
198,665
|
|
||
Taxes receivable
|
|
192,683
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
43,886
|
|
|
59,050
|
|
||
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
|
|
||
Taxes payable
|
|
27,047
|
|
|
30,715
|
|
||
Interest payable
|
|
62,467
|
|
|
88,047
|
|
||
Other current liabilities
|
|
180,997
|
|
|
171,397
|
|
||
Total current liabilities
|
|
659,605
|
|
|
516,928
|
|
||
Long-term debt
|
|
3,692,479
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
71,222
|
|
|
68,201
|
|
||
Other liabilities
|
|
241,261
|
|
|
260,898
|
|
||
Total liabilities
|
|
4,664,567
|
|
|
4,625,526
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
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|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 250,952 and 249,200 shares outstanding as of March 31, 2020 and December 31, 2019, respectively
|
|
2,509
|
|
|
2,492
|
|
||
Additional paid-in capital
|
|
808,881
|
|
|
807,093
|
|
||
Retained earnings
|
|
1,845,099
|
|
|
2,907,776
|
|
||
Accumulated other comprehensive loss
|
|
(59,957
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,596,532
|
|
|
3,658,972
|
|
||
Total liabilities and equity
|
|
$
|
7,261,099
|
|
|
$
|
8,284,498
|
|
|
|
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
|
|
|
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|
||||
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
|
)
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net loss
|
|
$
|
(1,062,677
|
)
|
|
$
|
(66,970
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(2,136
|
)
|
|
508
|
|
||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended March 31, 2020 and 2019, respectively.)
|
|
568
|
|
|
550
|
|
||
Other comprehensive income (loss), net
|
|
(1,568
|
)
|
|
1,058
|
|
||
Net comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(3,919
|
)
|
||
Comprehensive loss attributable to Noble Corporation plc
|
|
$
|
(1,064,245
|
)
|
|
$
|
(69,831
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,062,677
|
)
|
|
$
|
(66,970
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
103,681
|
|
|
109,578
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
—
|
|
||
Gain on extinguishment of debt, net
|
|
—
|
|
|
(31,266
|
)
|
||
Deferred income taxes
|
|
6,014
|
|
|
2,208
|
|
||
Amortization of share-based compensation
|
|
3,245
|
|
|
2,952
|
|
||
Other costs, net
|
|
(3,195
|
)
|
|
(3,264
|
)
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
(120,838
|
)
|
|
4,204
|
|
||
Net changes in other operating assets and liabilities
|
|
(46,557
|
)
|
|
(58,217
|
)
|
||
Net cash used in operating activities
|
|
(810
|
)
|
|
(40,775
|
)
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(36,461
|
)
|
|
(96,793
|
)
|
||
Proceeds from disposal of assets, net
|
|
—
|
|
|
7,930
|
|
||
Net cash used in investing activities
|
|
(36,461
|
)
|
|
(88,863
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings on credit facilities
|
|
110,000
|
|
|
350,000
|
|
||
Repayments of senior notes
|
|
—
|
|
|
(400,000
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(90
|
)
|
||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(5,020
|
)
|
||
Cash paid to settle equity awards
|
|
(1,010
|
)
|
|
—
|
|
||
Taxes withheld on employee stock transactions
|
|
(413
|
)
|
|
(2,763
|
)
|
||
Net cash provided by (used in) financing activities
|
|
108,577
|
|
|
(57,873
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
71,306
|
|
|
(187,511
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
105,924
|
|
|
375,907
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
177,230
|
|
|
$
|
188,396
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2018
|
|
246,794
|
|
|
$
|
2,468
|
|
|
$
|
699,409
|
|
|
$
|
3,608,366
|
|
|
$
|
(57,072
|
)
|
|
$
|
401,403
|
|
|
$
|
4,654,574
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
2,952
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,952
|
|
||||||
Issuance of share-based compensation shares
|
|
2,356
|
|
|
23
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(2,786
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,786
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70,889
|
)
|
|
—
|
|
|
3,919
|
|
|
(66,970
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,020
|
)
|
|
(5,020
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
|
—
|
|
|
1,058
|
|
||||||
Balance at March 31, 2019
|
|
249,150
|
|
|
$
|
2,491
|
|
|
$
|
699,552
|
|
|
$
|
3,537,477
|
|
|
$
|
(56,014
|
)
|
|
$
|
400,302
|
|
|
$
|
4,583,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
|
249,200
|
|
|
$
|
2,492
|
|
|
$
|
807,093
|
|
|
$
|
2,907,776
|
|
|
$
|
(58,389
|
)
|
|
$
|
—
|
|
|
$
|
3,658,972
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
2,235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,235
|
|
||||||
Issuance of share-based compensation shares
|
|
1,752
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,062,677
|
)
|
|
—
|
|
|
—
|
|
|
(1,062,677
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,568
|
)
|
|
—
|
|
|
(1,568
|
)
|
||||||
Balance at March 31, 2020
|
|
250,952
|
|
|
$
|
2,509
|
|
|
$
|
808,881
|
|
|
$
|
1,845,099
|
|
|
$
|
(59,957
|
)
|
|
$
|
—
|
|
|
$
|
2,596,532
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
175,891
|
|
|
$
|
104,575
|
|
Accounts receivable, net
|
|
208,817
|
|
|
198,665
|
|
||
Taxes receivable
|
|
192,683
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
43,223
|
|
|
57,890
|
|
||
Total current assets
|
|
620,614
|
|
|
420,901
|
|
||
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
|
|
$
|
7,260,400
|
|
|
$
|
8,283,292
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
260,958
|
|
|
$
|
62,505
|
|
Accounts payable
|
|
87,455
|
|
|
107,985
|
|
||
Accrued payroll and related costs
|
|
40,226
|
|
|
56,065
|
|
||
Taxes payable
|
|
27,047
|
|
|
30,715
|
|
||
Interest payable
|
|
62,467
|
|
|
88,047
|
|
||
Other current liabilities
|
|
80,997
|
|
|
71,397
|
|
||
Total current liabilities
|
|
559,150
|
|
|
416,714
|
|
||
Long-term debt
|
|
3,692,479
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
71,222
|
|
|
68,201
|
|
||
Other liabilities
|
|
241,261
|
|
|
260,898
|
|
||
Total liabilities
|
|
4,564,112
|
|
|
4,525,312
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.10 par value, ordinary shares; 261,246 shares outstanding as of March 31, 2020 and December 31, 2019
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
760,790
|
|
|
757,545
|
|
||
Retained earnings
|
|
1,969,330
|
|
|
3,032,699
|
|
||
Accumulated other comprehensive loss
|
|
(59,957
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,696,288
|
|
|
3,757,980
|
|
||
Total liabilities and equity
|
|
$
|
7,260,400
|
|
|
$
|
8,283,292
|
|
|
|
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
|
|
160,841
|
|
|
170,862
|
|
||
Reimbursables
|
|
11,684
|
|
|
9,395
|
|
||
Depreciation and amortization
|
|
103,109
|
|
|
108,772
|
|
||
General and administrative
|
|
6,751
|
|
|
7,595
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
—
|
|
||
|
|
1,401,902
|
|
|
296,624
|
|
||
Operating loss
|
|
(1,120,591
|
)
|
|
(13,736
|
)
|
||
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
|
|
(2,294
|
)
|
|
2,506
|
|
||
Loss from continuing operations before income taxes
|
|
(1,193,765
|
)
|
|
(50,208
|
)
|
||
Income tax provision
|
|
143,040
|
|
|
(2,865
|
)
|
||
Net loss from continuing operations
|
|
(1,050,725
|
)
|
|
(53,073
|
)
|
||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
(3,821
|
)
|
||
Net loss
|
|
(1,050,725
|
)
|
|
(56,894
|
)
|
||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(3,919
|
)
|
||
Net loss attributable to Noble Corporation
|
|
$
|
(1,050,725
|
)
|
|
$
|
(60,813
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net loss
|
|
$
|
(1,050,725
|
)
|
|
$
|
(56,894
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(2,136
|
)
|
|
508
|
|
||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended March 31, 2020 and 2019, respectively.)
|
|
568
|
|
|
550
|
|
||
Other comprehensive income (loss), net
|
|
(1,568
|
)
|
|
1,058
|
|
||
Net comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(3,919
|
)
|
||
Comprehensive loss attributable to Noble Corporation
|
|
$
|
(1,052,293
|
)
|
|
$
|
(59,755
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,050,725
|
)
|
|
$
|
(56,894
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
103,109
|
|
|
108,772
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
—
|
|
||
Gain on extinguishment of debt, net
|
|
—
|
|
|
(31,266
|
)
|
||
Deferred income taxes
|
|
6,014
|
|
|
2,208
|
|
||
Amortization of share-based compensation
|
|
3,245
|
|
|
2,940
|
|
||
Other costs, net
|
|
1,427
|
|
|
(3,264
|
)
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
(120,838
|
)
|
|
4,195
|
|
||
Net changes in other operating assets and liabilities
|
|
(51,328
|
)
|
|
(57,373
|
)
|
||
Net cash provided by (used in) operating activities
|
|
10,421
|
|
|
(30,682
|
)
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(36,461
|
)
|
|
(96,793
|
)
|
||
Proceeds from disposal of assets, net
|
|
—
|
|
|
7,930
|
|
||
Net cash used in investing activities
|
|
(36,461
|
)
|
|
(88,863
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings on credit facilities
|
|
110,000
|
|
|
350,000
|
|
||
Repayments of senior notes
|
|
—
|
|
|
(400,000
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(90
|
)
|
||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(5,020
|
)
|
||
Distributions to parent company, net
|
|
(12,644
|
)
|
|
(12,077
|
)
|
||
Net cash provided by (used in) financing activities
|
|
97,356
|
|
|
(67,187
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
71,316
|
|
|
(186,732
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
105,878
|
|
|
375,050
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
177,194
|
|
|
$
|
188,318
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2018
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
647,082
|
|
|
$
|
3,635,930
|
|
|
$
|
(57,072
|
)
|
|
$
|
401,403
|
|
|
$
|
4,653,468
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,077
|
)
|
|
—
|
|
|
—
|
|
|
(12,077
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
2,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,940
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,813
|
)
|
|
—
|
|
|
3,919
|
|
|
(56,894
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,020
|
)
|
|
(5,020
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
|
—
|
|
|
1,058
|
|
||||||
Balance at March 31, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
650,022
|
|
|
$
|
3,563,040
|
|
|
$
|
(56,014
|
)
|
|
$
|
400,302
|
|
|
$
|
4,583,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
757,545
|
|
|
$
|
3,032,699
|
|
|
$
|
(58,389
|
)
|
|
$
|
—
|
|
|
$
|
3,757,980
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,644
|
)
|
|
—
|
|
|
—
|
|
|
(12,644
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
3,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,245
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,050,725
|
)
|
|
—
|
|
|
—
|
|
|
(1,050,725
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,568
|
)
|
|
—
|
|
|
(1,568
|
)
|
||||||
Balance at March 31, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
760,790
|
|
|
$
|
1,969,330
|
|
|
$
|
(59,957
|
)
|
|
$
|
—
|
|
|
$
|
2,696,288
|
|
•
|
Higher than previously anticipated free cash flow deficits over the next twelve months.
|
•
|
Reduced availability under our 2017 Credit Facility (as defined herein), primarily driven by:
|
◦
|
The impact of the $1.1 billion in impairment losses incurred in the three months ended March 31, 2020 on the borrowing availability as calculated under the Indenture Secured Debt Basket (as defined in the First Amendment to the 2017 Credit Facility). See “Note 9— Loss on Impairment” for additional information.
|
◦
|
The impact of the expected reduction in Adjusted EBITDA (as defined herein) over the next twelve months on the borrowing availability as calculated under the Leverage Covenant (as defined herein).
|
•
|
Increased borrowings under the 2017 Credit Facility, primarily due to the early repayment of the Seller Loans (as defined herein) in April 2020. As a result of such early repayment, we avoided a default under the Seller Loans, as the impairment losses referred to above caused us to exceed the maximum debt to total capitalization ratio set forth in the Seller Loans at March 31, 2020.
|
•
|
Significantly reduced access to sources of new capital.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Numerator:
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
||||
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
|
)
|
Diluted
|
|
|
|
|
|
|
||
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
|
)
|
Denominator:
|
|
|
|
|
|
|
||
Weighted average shares outstanding - basic
|
|
250,047
|
|
|
248,251
|
|
||
Weighted average shares outstanding - diluted
|
|
250,047
|
|
|
248,251
|
|
||
Loss per share
|
|
|
|
|
|
|
||
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
|
)
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Drilling equipment and facilities
|
|
$
|
8,422,110
|
|
|
$
|
10,014,314
|
|
Construction in progress
|
|
68,504
|
|
|
88,904
|
|
||
Other
|
|
202,223
|
|
|
203,407
|
|
||
Property and equipment, at cost
|
|
$
|
8,692,837
|
|
|
$
|
10,306,625
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
||||||||
4.90% Senior Notes due August 2020
|
|
$
|
62,518
|
|
|
$
|
41,787
|
|
|
$
|
62,505
|
|
|
$
|
60,660
|
|
4.625% Senior Notes due March 2021
|
|
79,871
|
|
|
38,236
|
|
|
79,854
|
|
|
64,262
|
|
||||
3.95% Senior Notes due March 2022
|
|
21,184
|
|
|
8,503
|
|
|
21,181
|
|
|
12,170
|
|
||||
7.75% Senior Notes due January 2024
|
|
390,178
|
|
|
45,821
|
|
|
389,800
|
|
|
211,035
|
|
||||
7.95% Senior Notes due April 2025
|
|
447,080
|
|
|
45,734
|
|
|
446,962
|
|
|
228,515
|
|
||||
7.875% Senior Notes due February 2026
|
|
739,711
|
|
|
200,978
|
|
|
739,371
|
|
|
546,353
|
|
||||
6.20% Senior Notes due August 2040
|
|
390,544
|
|
|
31,657
|
|
|
390,526
|
|
|
149,134
|
|
||||
6.05% Senior Notes due March 2041
|
|
389,840
|
|
|
21,848
|
|
|
389,809
|
|
|
142,646
|
|
||||
5.25% Senior Notes due March 2042
|
|
478,155
|
|
|
24,017
|
|
|
478,122
|
|
|
176,265
|
|
||||
8.95% Senior Notes due April 2045
|
|
390,787
|
|
|
25,580
|
|
|
390,763
|
|
|
164,664
|
|
||||
Seller loans:
|
|
|
|
|
|
|
|
|
||||||||
Seller-financed secured loan due September 2022
|
|
62,488
|
|
|
24,487
|
|
|
62,453
|
|
|
36,968
|
|
||||
Seller-financed secured loan due February 2023
|
|
56,081
|
|
|
15,264
|
|
|
55,658
|
|
|
31,175
|
|
||||
Credit facility:
|
|
|
|
|
|
|
|
|
||||||||
2017 Credit Facility matures January 2023
|
|
445,000
|
|
|
445,000
|
|
|
335,000
|
|
|
335,000
|
|
||||
Total debt
|
|
3,953,437
|
|
|
968,912
|
|
|
3,842,004
|
|
|
2,158,847
|
|
||||
Less: Current maturities of long-term debt
|
|
(260,958
|
)
|
|
(119,774
|
)
|
|
(62,505
|
)
|
|
(60,660
|
)
|
||||
Long-term debt
|
|
$
|
3,692,479
|
|
|
$
|
849,138
|
|
|
$
|
3,779,499
|
|
|
$
|
2,098,187
|
|
|
|
Defined Benefit Pension Items (1)
|
|
Foreign Currency Items
|
|
Total
|
||||||
Balance at December 31, 2018
|
|
$
|
(39,058
|
)
|
|
$
|
(18,014
|
)
|
|
$
|
(57,072
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
508
|
|
|
508
|
|
|||
Amounts reclassified from AOCI
|
|
550
|
|
|
—
|
|
|
550
|
|
|||
Net other comprehensive income
|
|
550
|
|
|
508
|
|
|
1,058
|
|
|||
Balance at March 31, 2019
|
|
$
|
(38,508
|
)
|
|
$
|
(17,506
|
)
|
|
$
|
(56,014
|
)
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2019
|
|
$
|
(40,635
|
)
|
|
$
|
(17,754
|
)
|
|
$
|
(58,389
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(2,136
|
)
|
|
(2,136
|
)
|
|||
Amounts reclassified from AOCI
|
|
568
|
|
|
—
|
|
|
568
|
|
|||
Net other comprehensive income (loss)
|
|
568
|
|
|
(2,136
|
)
|
|
(1,568
|
)
|
|||
Balance at March 31, 2020
|
|
$
|
(40,067
|
)
|
|
$
|
(19,890
|
)
|
|
$
|
(59,957
|
)
|
(1)
|
Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense)”. See “Note 11— Employee Benefit Plans” for additional information.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Current contract assets
|
|
$
|
17,085
|
|
|
$
|
21,292
|
|
Noncurrent contract assets
|
|
7,494
|
|
|
9,508
|
|
||
Total contract assets
|
|
24,579
|
|
|
30,800
|
|
||
|
|
|
|
|
||||
Current contract liabilities (deferred revenue)
|
|
(42,535
|
)
|
|
(34,196
|
)
|
||
Noncurrent contract liabilities (deferred revenue)
|
|
(26,171
|
)
|
|
(30,859
|
)
|
||
Total contract liabilities
|
|
$
|
(68,706
|
)
|
|
$
|
(65,055
|
)
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
Net balance at December 31, 2018
|
|
$
|
47,664
|
|
|
$
|
(80,753
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(8,775
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
373
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
9,355
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(866
|
)
|
||
Total
|
|
(8,402
|
)
|
|
8,489
|
|
||
|
|
|
|
|
||||
Net balance at March 31, 2019
|
|
$
|
39,262
|
|
|
$
|
(72,264
|
)
|
|
|
|
|
|
||||
Net balance at December 31, 2019
|
|
$
|
30,800
|
|
|
$
|
(65,055
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(8,799
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
2,578
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
15,828
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(19,479
|
)
|
||
Total
|
|
(6,221
|
)
|
|
(3,651
|
)
|
||
|
|
|
|
|
||||
Net balance at March 31, 2020
|
|
$
|
24,579
|
|
|
$
|
(68,706
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and beyond
|
|
Total
|
||||||||||||
Floaters
|
|
$
|
23,912
|
|
|
$
|
11,210
|
|
|
$
|
7,853
|
|
|
$
|
3,546
|
|
|
$
|
—
|
|
|
$
|
46,521
|
|
Jackups
|
|
13,217
|
|
|
7,227
|
|
|
1,741
|
|
|
—
|
|
|
—
|
|
|
22,185
|
|
||||||
Total
|
|
$
|
37,129
|
|
|
$
|
18,437
|
|
|
$
|
9,594
|
|
|
$
|
3,546
|
|
|
$
|
—
|
|
|
$
|
68,706
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Floaters
|
|
$
|
125,336
|
|
|
$
|
153,154
|
|
Jackups
|
|
142,028
|
|
|
117,347
|
|
||
Total
|
|
$
|
267,364
|
|
|
$
|
270,501
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Non-US
|
|
US
|
|
Non-US
|
|
US
|
||||||||
Interest cost
|
|
$
|
433
|
|
|
$
|
1,892
|
|
|
$
|
445
|
|
|
$
|
2,178
|
|
Return on plan assets
|
|
(499
|
)
|
|
(2,919
|
)
|
|
(634
|
)
|
|
(2,578
|
)
|
||||
Recognized net actuarial loss
|
|
3
|
|
|
716
|
|
|
3
|
|
|
692
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(63
|
)
|
|
$
|
(311
|
)
|
|
$
|
(186
|
)
|
|
$
|
292
|
|
|
|
March 31, 2020
|
||||||||||||||
|
|
|
|
Estimated Fair Value Measurements
|
||||||||||||
|
|
Carrying Amount
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets -
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
8,984
|
|
|
$
|
8,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
|
|
Estimated Fair Value Measurements
|
||||||||||||
|
|
Carrying Amount
|
|
Quoted Prices in Active Markets (Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets -
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
$
|
10,433
|
|
|
$
|
10,433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Accounts receivable
|
|
$
|
(10,152
|
)
|
|
$
|
(11,007
|
)
|
|
$
|
(10,152
|
)
|
|
$
|
(11,007
|
)
|
Other current assets
|
|
15,164
|
|
|
17,097
|
|
|
14,667
|
|
|
16,803
|
|
||||
Other assets
|
|
2,235
|
|
|
3,700
|
|
|
2,807
|
|
|
4,506
|
|
||||
Accounts payable
|
|
(9,001
|
)
|
|
(1,867
|
)
|
|
(9,194
|
)
|
|
(1,676
|
)
|
||||
Other current liabilities
|
|
(36,097
|
)
|
|
(59,685
|
)
|
|
(36,128
|
)
|
|
(59,544
|
)
|
||||
Other liabilities
|
|
(8,706
|
)
|
|
(6,455
|
)
|
|
(13,328
|
)
|
|
(6,455
|
)
|
||||
Total net change in assets and liabilities
|
|
$
|
(46,557
|
)
|
|
$
|
(58,217
|
)
|
|
$
|
(51,328
|
)
|
|
$
|
(57,373
|
)
|
•
|
Higher than previously anticipated free cash flow deficits over the next twelve months.
|
•
|
Reduced availability under our 2017 Credit Facility, primarily driven by:
|
◦
|
The impact of the $1.1 billion in impairment losses incurred in the three months ended March 31, 2020 on the borrowing availability as calculated under the Indenture Secured Debt Basket (as defined in the First Amendment to the 2017 Credit Facility (as defined herein)). See “Note 9— Loss on Impairment” to our condensed consolidated financial statements for additional information.
|
◦
|
The impact of the expected reduction in Adjusted EBITDA (as defined herein) over the next twelve months on the borrowing availability as calculated under the Leverage Covenant (as defined herein).
|
•
|
Increased borrowings under the 2017 Credit Facility primarily due to the early repayment of the Seller Loans (as defined herein) in April 2020. As a result of such early repayment, we avoided a default under the Seller Loans, as the impairment losses referred to above caused us to exceed the maximum debt to total capitalization ratio set forth in the Seller Loans at March 31, 2020.
|
•
|
Significantly reduced access to sources of new capital.
|
|
|
|
|
Year Ending December 31,
|
||||||||||||||||||||
|
|
Total
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floaters (2)(3)
|
|
$
|
1,024,572
|
|
|
$
|
319,306
|
|
|
$
|
354,877
|
|
|
$
|
218,424
|
|
|
$
|
131,965
|
|
|
$
|
—
|
|
Jackups
|
|
499,244
|
|
|
254,194
|
|
|
174,965
|
|
|
70,085
|
|
|
—
|
|
|
—
|
|
||||||
Total (4)
|
|
$
|
1,523,816
|
|
|
$
|
573,500
|
|
|
$
|
529,842
|
|
|
$
|
288,509
|
|
|
$
|
131,965
|
|
|
$
|
—
|
|
Percent of Available Days Committed (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floaters
|
|
|
|
48
|
%
|
|
37
|
%
|
|
21
|
%
|
|
14
|
%
|
|
—
|
%
|
|||||||
Jackups
|
|
|
|
55
|
%
|
|
35
|
%
|
|
15
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||||
Total
|
|
|
|
51
|
%
|
|
36
|
%
|
|
18
|
%
|
|
7
|
%
|
|
—
|
%
|
(1)
|
Represents a nine-month period beginning April 1, 2020.
|
(2)
|
As previously reported, two of our long-term drilling contracts with Shell, the Noble Globetrotter I and Noble Globetrotter II, contain a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to a modest discount, beginning on the fifth-year anniversary of the contract and continuing every six months thereafter. On December 12, 2016, we amended those drilling contracts with Shell. As a result of the amendments, each of the contracts now has a contractual dayrate floor. The contract amendments for the Noble Globetrotter I and Noble Globetrotter II provide a dayrate floor of $275,000 per day. Once the dayrate adjustment mechanism becomes effective and following any idle periods, the dayrate for these rigs will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism. The impact to contract backlog from these amendments has been reflected in the table above and the backlog calculation assumes that, after any idle period at the contractual stacking rate, each rig will work at its respective dayrate floor for the remaining contract term.
|
(3)
|
As previously announced, Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with Exxon Mobil Corporation (“ExxonMobil”) in February 2020. Concurrent with signing the CEA, ExxonMobil awarded three and a half years of term to be added at the conclusion of the Noble Tom Madden’s current contract commitment (three years) and the Noble Bob Douglas’s current contract commitment (six months). In addition, a one-year primary term contract was awarded to the Noble Sam Croft, which will be added to the CEA. Under the CEA, dayrates earned by each rig will be updated at least twice per year to the prevailing market rate, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. The aforementioned additional backlog was estimated using an illustrative dayrate of $185,000 and discount, net of performance bonus, of 5%.
|
(4)
|
Some of our drilling contracts provide customers with certain early termination rights and, in limited cases, those termination rights require minimal or no notice and minimal financial penalties.
|
(5)
|
Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period.
|
|
|
Average Rig Utilization (1)
|
|
Operating Days (2)
|
|
Average Dayrates
|
||||||||||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Jackups
|
|
94
|
%
|
|
93
|
%
|
|
1,082
|
|
|
923
|
|
|
17
|
%
|
|
$
|
131,253
|
|
|
$
|
127,150
|
|
|
3
|
%
|
Floaters
|
|
58
|
%
|
|
60
|
%
|
|
637
|
|
|
647
|
|
|
(2
|
)%
|
|
196,759
|
|
|
236,715
|
|
|
(17
|
)%
|
||
Total
|
|
77
|
%
|
|
76
|
%
|
|
1,719
|
|
|
1,570
|
|
|
9
|
%
|
|
$
|
155,526
|
|
|
$
|
172,305
|
|
|
(10
|
)%
|
(1)
|
We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.
|
(2)
|
Information reflects the number of days that our rigs were operating under contract.
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
267,364
|
|
|
$
|
270,501
|
|
|
$
|
(3,137
|
)
|
|
(1
|
)%
|
Reimbursables and other (1)
|
|
13,947
|
|
|
12,387
|
|
|
1,560
|
|
|
13
|
%
|
|||
|
|
281,311
|
|
|
282,888
|
|
|
(1,577
|
)
|
|
(1
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
161,145
|
|
|
171,728
|
|
|
(10,583
|
)
|
|
(6
|
)%
|
|||
Reimbursables (1)
|
|
11,684
|
|
|
9,395
|
|
|
2,289
|
|
|
24
|
%
|
|||
Depreciation and amortization
|
|
101,108
|
|
|
106,086
|
|
|
(4,978
|
)
|
|
(5
|
)%
|
|||
General and administrative
|
|
17,839
|
|
|
15,999
|
|
|
1,840
|
|
|
12
|
%
|
|||
Loss on impairments
|
|
1,119,517
|
|
|
—
|
|
|
1,119,517
|
|
|
**
|
|
|||
|
|
1,411,293
|
|
|
303,208
|
|
|
1,108,085
|
|
|
365
|
%
|
|||
Operating income (loss)
|
|
$
|
(1,129,982
|
)
|
|
$
|
(20,320
|
)
|
|
$
|
(1,109,662
|
)
|
|
5,461
|
%
|
(1)
|
Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
|
•
|
normal recurring operating expenses; and
|
•
|
capital expenditures.
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures; and
|
•
|
repayments of debt and interest.
|
•
|
$12.0 million for sustaining capital;
|
•
|
$5.1 million in major projects, including subsea and other related projects; and
|
•
|
$8.0 million for rebillable capital and contract modifications.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
10.6*
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
22
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
31.3
|
|
|
|
|
|
31.4
|
|
|
|
|
|
32.1+
|
|
|
|
|
|
32.2+
|
|
|
|
|
|
32.3+
|
|
|
|
|
|
32.4+
|
|
|
|
|
|
101.INS
|
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
*
|
Management contract or compensatory plan or arrangement.
|
+
|
Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
|
/s/ Richard B. Barker
|
|
May 7, 2020
|
Richard B. Barker
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
May 7, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
/s/ Richard B. Barker
|
|
May 7, 2020
|
Richard B. Barker
Director, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
May 7, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
NOBLE CORPORATION PLC
|
2020 Short-Term Incentive Plan(“STIP”)
|
Plan Overview, Terms and Conditions
|
•
|
Company EBITDA relative to a pre-determined target range (weighted 80%)
|
•
|
Company safety and environmental goal results (weighted 20%)
|
Company EBITDA (80%)
|
|||
Level of Achievement
|
Threshold
|
Target Range
|
Maximum
|
Bonus Pool Multiple
|
0.50
|
1.00
|
2.00
|
2020 Goal
|
[***]
|
[***]-[***]
|
[***]
|
Plan Award Pool Calculation
|
|||||
Goal
|
Multiple
|
|
Weighting
|
|
Factor
|
Company EBITDA
|
1.00
|
x
|
80%
|
=
|
0.80
|
Company Safety and Environmental
|
1.20
|
x
|
20%
|
=
|
0.24
|
Combined Award Pool Multiple
|
|
|
|
|
1.04
|
Aggregate Target Bonuses
|
|
|
|
|
$15mm
|
Award Pool (1.04 x $15mm)
|
|
|
|
|
$15.6mm
|
NOBLE CORPORATION PLC
|
|
William E. Turcotte
|
Senior Vice President, General Counsel
|
and Corporate Secretary
|
TSR for the Performance Cycle
|
=
|
((Ending Price - Beginning Price) + dividends and cash distributions per share paid*) ÷ Beginning Price
|
*
|
Stock dividends paid in common equity securities rather than cash in which there is a distribution of less than 25 percent of the fully diluted outstanding shares (as calculated prior to the distribution) shall be treated as cash for purposes of this calculation.
|
CDM-GA for the Performance Cycle
|
=
|
(Contract Drilling Margin* - G&A) ÷
Contract Drilling Revenues**
|
•
|
(50% × 45.5%) = 22.75% (Weighted Average TSR Performance)
|
•
|
(200% × 54.5%) = 109% (Weighted Average CDM-GA Performance)
|
•
|
(22.75% + 109%) = 131.75% (Blended Performance Percentage)
|
•
|
131.75% × 500 = 658 shares (rounded down)
|
•
|
500 × (7 ÷ 36) = 97 (rounded down, 403 remaining)
|
•
|
(50% × 45.5%) = 22.75% (Weighted Average TSR Performance)
|
•
|
(200% × 54.5%) = 109% (Weighted Average CDM-GA Performance)
|
•
|
(22.75% + 109%) = 131.75% (Blended Performance Percentage)
|
•
|
403 × 131.75% = 530 shares (rounded down)
|
Noble Ranking Among Applicable Peer Group
|
Performance Percentage*
|
Performance Level
|
1
|
200%
|
Maximum
|
2 and 3
|
Payout is interpolated between 50% and 200% based on Noble’s performance ranking relative to the companies in the 1st and 4th position
|
Target Range
|
4
|
50%
|
Threshold
|
5
|
0%
|
Below Threshold
|
•
|
45.5% with respect to the TSR measure; and
|
•
|
54.5% with respect to the CDM-GA measure.
|
NOBLE CORPORATION PLC
|
|
William E. Turcotte
|
Senior Vice President, General Counsel
|
and Corporate Secretary
|
TSR for the Performance Cycle
|
=
|
((Ending Price - Beginning Price) + dividends and cash distributions per share paid*) ÷ Beginning Price
|
*
|
Stock dividends paid in common equity securities rather than cash in which there is a distribution of less than 25 percent of the fully diluted outstanding shares (as calculated prior to the distribution) shall be treated as cash for purposes of this calculation.
|
CDM-GA for the Performance Cycle
|
=
|
(Contract Drilling Margin* - G&A) ÷
Contract Drilling Revenues**
|
•
|
(50% × 45.5%) = 22.75% (Weighted Average TSR Performance)
|
•
|
(200% × 54.5%) = 109% (Weighted Average CDM-GA Performance)
|
•
|
(22.75% + 109%) = 131.75% (Blended Performance Percentage)
|
•
|
(131.75% × $100,000) = $131,750 (Certified Cash Amount)
|
•
|
($100,000 × (9 ÷36)) = $25,000 (Forfeited Portion of Awarded Cash Amount)
|
•
|
($100,000 - $25,000) = $75,000 (Outstanding Cash Amount)
|
•
|
(50% × 45.5%) = 22.75% (Weighted Average TSR Performance)
|
•
|
(200% × 54.5%) = 109% (Weighted Average CDM-GA Performance)
|
•
|
(22.75% + 109%) = 131.75% (Blended Performance Percentage)
|
•
|
(131.75% × $75,000) = $98,812.50 (Certified Cash Amount)
|
Noble Ranking Among Applicable Peer Group
|
Performance Percentage*
|
Performance
Level
|
1
|
200%
|
Maximum
|
2 and 3
|
Payout is interpolated between 50% and 200% based on Noble’s performance ranking relative to the companies in the 1st and 4th position
|
Target Range
|
4
|
50%
|
Threshold
|
5
|
0%
|
Below Threshold
|
•
|
45.5% with respect to the TSR measure; and
|
•
|
54.5% with respect to the CDM-GA measure.
|
(i)
|
No Employee may be granted during any calendar year Awards consisting of Options or SARs that are exercisable with respect to Shares with an aggregate Fair Market Value in excess of $10,000,000 taking into account the date of grant value of the Shares subject to, and without regard to the Exercise Price associated with, such Awards;
|
(ii)
|
(ii) No Employee may be granted during any calendar year Stock Awards with an aggregate Fair Market Value in excess of $10,000,000 taking into account the date of grant value of the Shares subject to such Awards; and
|
(iii)
|
(iii) No Employee may be granted during any calendar year (x) Cash Awards or (y) other Awards that may be settled solely in cash having a value determined on the Award Date in excess of $10,000,000.”
|
Notes
|
|
Issuer
|
|
Guarantor
|
4.90% Senior Notes due 2020
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
4.625% Senior Notes due 2021
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
3.95% Senior Notes due 2022
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
7.75% Senior Notes due 2024
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
7.95% Senior Notes due 2025
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
6.20% Senior Notes due 2040
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
6.05% Senior Notes due 2041
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
5.25% Senior Notes due 2042
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
8.95% Senior Notes due 2045
|
|
Noble Holding International Limited
|
|
Noble-Cayman
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Corporation plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ Julie J. Robertson
|
|
May 7, 2020
|
Julie J. Robertson
|
|
Date
|
Chairman, President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
/s/ Julie J. Robertson
|
|
May 7, 2020
|
Julie J. Robertson
|
|
Date
|
President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation, a Cayman Islands company
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Corporation plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Richard B. Barker
|
5/7/2020
|
Richard B. Barker
|
Date
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Richard B. Barker
|
5/7/2020
|
Richard B. Barker
|
Date
|
Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation, a Cayman Islands company
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2020
|
/s/ Julie J. Robertson
|
|
Julie J. Robertson
|
|
Chairman, President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2020
|
/s/ Julie J. Robertson
|
|
Julie J. Robertson
|
|
President and Chief Executive Officer (Principal Executive Officer) of Noble Corporation, a Cayman Islands company
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2020
|
/s/ Richard B. Barker
|
|
Richard B. Barker
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 7, 2020
|
/s/ Richard B. Barker
|
|
Richard B. Barker
|
|
Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble Corporation, a Cayman Islands company
|