☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
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)
|
Name of Company
|
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Noble Corporation plc
|
|
Ordinary Shares
|
|
NEBLQ*
|
|
*
|
Noble Corporation
|
|
None
|
|
—
|
|
—
|
Noble Corporation plc:
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☑
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
Noble Corporation:
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☑
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
Page
|
PART I
|
|
|
|
|
Item 1
|
|
|
|
|
|
|
Noble Corporation plc (Noble-UK) Financial Statements:
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
Noble Corporation (Noble-Cayman) Financial Statements:
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 2
|
|
|
||
Item 3
|
|
|
||
Item 4
|
|
|
||
PART II
|
|
|
|
|
Item 1
|
|
|
||
Item 1A
|
|
|
||
Item 2
|
|
|
||
Item 3
|
|
|
||
Item 6
|
|
|
||
|
|
|
||
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
191,217
|
|
|
$
|
104,621
|
|
Accounts receivable, net of allowance for credit losses of $3,069 and $1,939, respectively
|
|
163,972
|
|
|
198,665
|
|
||
Taxes receivable
|
|
193,116
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
52,868
|
|
|
59,050
|
|
||
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
|
|
||
Taxes payable
|
|
32,840
|
|
|
30,715
|
|
||
Interest payable
|
|
88,928
|
|
|
88,047
|
|
||
Other current liabilities
|
|
228,737
|
|
|
171,397
|
|
||
Total current liabilities
|
|
4,441,986
|
|
|
516,928
|
|
||
Long-term debt
|
|
—
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
59,949
|
|
|
68,201
|
|
||
Other liabilities
|
|
128,575
|
|
|
260,898
|
|
||
Total liabilities
|
|
4,630,510
|
|
|
4,625,526
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 251,041 and 249,200 shares outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
2,510
|
|
|
2,492
|
|
||
Additional paid-in capital
|
|
811,483
|
|
|
807,093
|
|
||
Retained earnings
|
|
1,802,905
|
|
|
2,907,776
|
|
||
Accumulated other comprehensive loss
|
|
(59,928
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,556,970
|
|
|
3,658,972
|
|
||
Total liabilities and equity
|
|
$
|
7,187,480
|
|
|
$
|
8,284,498
|
|
|
|
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
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(0.17
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(4.41
|
)
|
|
$
|
(0.90
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
|
$
|
(42,194
|
)
|
|
$
|
(148,644
|
)
|
|
$
|
(1,104,871
|
)
|
|
$
|
(215,614
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(539
|
)
|
|
(406
|
)
|
|
(2,675
|
)
|
|
102
|
|
||||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $146 for the three months ended June 30, 2020 and 2019, respectively, and $300 and $291 for the six months ended June 30, 2020 and 2019, respectively.)
|
|
568
|
|
|
549
|
|
|
1,136
|
|
|
1,099
|
|
||||
Other comprehensive income (loss), net
|
|
29
|
|
|
143
|
|
|
(1,539
|
)
|
|
1,201
|
|
||||
Net comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(3,316
|
)
|
|
—
|
|
|
(7,235
|
)
|
||||
Comprehensive income (loss) attributable to Noble Corporation plc
|
|
$
|
(42,165
|
)
|
|
$
|
(151,817
|
)
|
|
$
|
(1,106,410
|
)
|
|
$
|
(221,648
|
)
|
|
|
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
|
)
|
||
Deferred income taxes
|
|
(6,846
|
)
|
|
(4,741
|
)
|
||
Amortization of share-based compensation
|
|
5,852
|
|
|
7,911
|
|
||
Other costs, net
|
|
(60,320
|
)
|
|
62,925
|
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
(121,130
|
)
|
|
2,758
|
|
||
Net changes in other operating assets and liabilities
|
|
22,442
|
|
|
(50,161
|
)
|
||
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
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at March 31, 2019
|
|
249,150
|
|
|
$
|
2,491
|
|
|
$
|
699,552
|
|
|
$
|
3,537,477
|
|
|
$
|
(56,014
|
)
|
|
$
|
400,302
|
|
|
$
|
4,583,808
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
4,959
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,959
|
|
||||||
Issuance of share-based compensation shares
|
|
5
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,960
|
)
|
|
—
|
|
|
3,316
|
|
|
(148,644
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,518
|
)
|
|
(12,518
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
143
|
|
||||||
Balance at June 30, 2019
|
|
249,155
|
|
|
$
|
2,492
|
|
|
$
|
704,511
|
|
|
$
|
3,385,517
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,427,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2020
|
|
250,952
|
|
|
$
|
2,509
|
|
|
$
|
808,881
|
|
|
$
|
1,845,099
|
|
|
$
|
(59,957
|
)
|
|
$
|
—
|
|
|
$
|
2,596,532
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,607
|
|
||||||
Issuance of share-based compensation shares
|
|
89
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,194
|
)
|
|
—
|
|
|
—
|
|
|
(42,194
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Balance at June 30, 2020
|
|
251,041
|
|
|
$
|
2,510
|
|
|
$
|
811,483
|
|
|
$
|
1,802,905
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,556,970
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
7,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,911
|
|
||||||
Issuance of share-based compensation shares
|
|
2,361
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(2,785
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,785
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222,849
|
)
|
|
—
|
|
|
7,235
|
|
|
(215,614
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,538
|
)
|
|
(17,538
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
—
|
|
|
1,201
|
|
||||||
Balance at June 30, 2019
|
|
249,155
|
|
|
$
|
2,492
|
|
|
$
|
704,511
|
|
|
$
|
3,385,517
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,427,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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
|
|
—
|
|
|
—
|
|
|
4,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,842
|
|
||||||
Issuance of share-based compensation shares
|
|
1,841
|
|
|
18
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,104,871
|
)
|
|
—
|
|
|
—
|
|
|
(1,104,871
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,539
|
)
|
|
—
|
|
|
(1,539
|
)
|
||||||
Balance at June 30, 2020
|
|
251,041
|
|
|
$
|
2,510
|
|
|
$
|
811,483
|
|
|
$
|
1,802,905
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,556,970
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
191,216
|
|
|
$
|
104,575
|
|
Accounts receivable, net of allowance for credit losses of $3,069 and $1,939, respectively
|
|
163,972
|
|
|
198,665
|
|
||
Taxes receivable
|
|
193,116
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
47,338
|
|
|
57,890
|
|
||
Total current assets
|
|
595,642
|
|
|
420,901
|
|
||
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
|
|
$
|
7,181,949
|
|
|
$
|
8,283,292
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
3,953,708
|
|
|
$
|
62,505
|
|
Accounts payable
|
|
92,409
|
|
|
107,985
|
|
||
Accrued payroll and related costs
|
|
42,999
|
|
|
56,065
|
|
||
Taxes payable
|
|
32,840
|
|
|
30,715
|
|
||
Interest payable
|
|
88,928
|
|
|
88,047
|
|
||
Other current liabilities
|
|
82,237
|
|
|
71,397
|
|
||
Total current liabilities
|
|
4,293,121
|
|
|
416,714
|
|
||
Long-term debt
|
|
—
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
59,949
|
|
|
68,201
|
|
||
Other liabilities
|
|
128,575
|
|
|
260,898
|
|
||
Total liabilities
|
|
4,481,645
|
|
|
4,525,312
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.10 par value, ordinary shares; 261,246 shares outstanding as of June 30, 2020 and December 31, 2019
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
763,397
|
|
|
757,545
|
|
||
Retained earnings
|
|
1,970,710
|
|
|
3,032,699
|
|
||
Accumulated other comprehensive loss
|
|
(59,928
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,700,304
|
|
|
3,757,980
|
|
||
Total liabilities and equity
|
|
$
|
7,181,949
|
|
|
$
|
8,283,292
|
|
|
|
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
|
|
143,669
|
|
|
168,446
|
|
|
304,510
|
|
|
339,308
|
|
||||
Reimbursables
|
|
16,334
|
|
|
15,381
|
|
|
28,018
|
|
|
24,776
|
|
||||
Depreciation and amortization
|
|
89,040
|
|
|
110,538
|
|
|
192,149
|
|
|
219,310
|
|
||||
General and administrative
|
|
17,552
|
|
|
8,672
|
|
|
24,303
|
|
|
16,267
|
|
||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
1,119,517
|
|
|
—
|
|
||||
|
|
266,595
|
|
|
303,037
|
|
|
1,668,497
|
|
|
599,661
|
|
||||
Operating loss
|
|
(28,677
|
)
|
|
(10,101
|
)
|
|
(1,149,268
|
)
|
|
(23,837
|
)
|
||||
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
|
|
2,959
|
|
|
1,860
|
|
|
665
|
|
|
4,366
|
|
||||
Loss from continuing operations before income taxes
|
|
(96,590
|
)
|
|
(77,217
|
)
|
|
(1,290,355
|
)
|
|
(127,425
|
)
|
||||
Income tax provision
|
|
121,176
|
|
|
37,182
|
|
|
264,216
|
|
|
34,317
|
|
||||
Net income (loss) from continuing operations
|
|
24,586
|
|
|
(40,035
|
)
|
|
(1,026,139
|
)
|
|
(93,108
|
)
|
||||
Net income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net income (loss)
|
|
24,586
|
|
|
(40,035
|
)
|
|
(1,026,139
|
)
|
|
(96,929
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
(3,316
|
)
|
|
—
|
|
|
(7,235
|
)
|
||||
Net income (loss) attributable to Noble Corporation
|
|
$
|
24,586
|
|
|
$
|
(43,351
|
)
|
|
$
|
(1,026,139
|
)
|
|
$
|
(104,164
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss)
|
|
$
|
24,586
|
|
|
$
|
(40,035
|
)
|
|
$
|
(1,026,139
|
)
|
|
$
|
(96,929
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(539
|
)
|
|
(406
|
)
|
|
(2,675
|
)
|
|
102
|
|
||||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $146 for the three months ended June 30, 2020 and 2019, respectively, and $300 and $291 for the six months ended June 30, 2020 and 2019, respectively.)
|
|
568
|
|
|
549
|
|
|
1,136
|
|
|
1,099
|
|
||||
Other comprehensive income (loss), net
|
|
29
|
|
|
143
|
|
|
(1,539
|
)
|
|
1,201
|
|
||||
Net comprehensive income attributable to noncontrolling interests
|
|
—
|
|
|
(3,316
|
)
|
|
—
|
|
|
(7,235
|
)
|
||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
24,615
|
|
|
$
|
(43,208
|
)
|
|
$
|
(1,027,678
|
)
|
|
$
|
(102,963
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,026,139
|
)
|
|
$
|
(96,929
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
192,149
|
|
|
219,310
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
—
|
|
||
(Gain) loss on extinguishment of debt, net
|
|
593
|
|
|
(31,266
|
)
|
||
Deferred income taxes
|
|
(6,846
|
)
|
|
(4,741
|
)
|
||
Amortization of share-based compensation
|
|
5,852
|
|
|
7,887
|
|
||
Other costs, net
|
|
(105,170
|
)
|
|
(37,075
|
)
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
(121,130
|
)
|
|
2,758
|
|
||
Net changes in other operating assets and liabilities
|
|
23,925
|
|
|
(49,089
|
)
|
||
Net cash provided by operating activities
|
|
82,751
|
|
|
10,855
|
|
||
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
|
)
|
||
Distributions to parent company, net
|
|
(35,850
|
)
|
|
(20,284
|
)
|
||
Net cash provided by (used in) financing activities
|
|
73,018
|
|
|
(87,912
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
86,641
|
|
|
(220,044
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
105,878
|
|
|
375,050
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
192,519
|
|
|
$
|
155,006
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at March 31, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
650,022
|
|
|
$
|
3,563,040
|
|
|
$
|
(56,014
|
)
|
|
$
|
400,302
|
|
|
$
|
4,583,475
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,207
|
)
|
|
—
|
|
|
—
|
|
|
(8,207
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
4,947
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,947
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,351
|
)
|
|
—
|
|
|
3,316
|
|
|
(40,035
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,518
|
)
|
|
(12,518
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
143
|
|
||||||
Balance at June 30, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
654,969
|
|
|
$
|
3,511,482
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,527,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at March 31, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
760,790
|
|
|
$
|
1,969,330
|
|
|
$
|
(59,957
|
)
|
|
$
|
—
|
|
|
$
|
2,696,288
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,206
|
)
|
|
—
|
|
|
—
|
|
|
(23,206
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,607
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
|
|
|
24,586
|
|
|
—
|
|
|
—
|
|
|
24,586
|
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Balance at June 30, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
763,397
|
|
|
$
|
1,970,710
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,700,304
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,284
|
)
|
|
—
|
|
|
—
|
|
|
(20,284
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
7,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,887
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,164
|
)
|
|
—
|
|
|
7,235
|
|
|
(96,929
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,538
|
)
|
|
(17,538
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,201
|
|
|
—
|
|
|
1,201
|
|
||||||
Balance at June 30, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
654,969
|
|
|
$
|
3,511,482
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,527,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
757,545
|
|
|
$
|
3,032,699
|
|
|
$
|
(58,389
|
)
|
|
$
|
—
|
|
|
$
|
3,757,980
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,850
|
)
|
|
—
|
|
|
—
|
|
|
(35,850
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
5,852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,852
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,026,139
|
)
|
|
—
|
|
|
—
|
|
|
(1,026,139
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,539
|
)
|
|
—
|
|
|
(1,539
|
)
|
||||||
Balance at June 30, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
763,397
|
|
|
$
|
1,970,710
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,700,304
|
|
|
|
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
|
)
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Drilling equipment and facilities
|
|
$
|
8,457,604
|
|
|
$
|
10,014,314
|
|
Construction in progress
|
|
72,813
|
|
|
88,904
|
|
||
Other
|
|
202,283
|
|
|
203,407
|
|
||
Property and equipment, at cost
|
|
$
|
8,732,700
|
|
|
$
|
10,306,625
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
||||||||
4.90% Senior Notes due August 2020
|
|
$
|
62,530
|
|
|
$
|
17,383
|
|
|
$
|
62,505
|
|
|
$
|
60,660
|
|
4.625% Senior Notes due March 2021
|
|
79,889
|
|
|
10,429
|
|
|
79,854
|
|
|
64,262
|
|
||||
3.95% Senior Notes due March 2022
|
|
21,188
|
|
|
636
|
|
|
21,181
|
|
|
12,170
|
|
||||
7.75% Senior Notes due January 2024
|
|
390,563
|
|
|
9,175
|
|
|
389,800
|
|
|
211,035
|
|
||||
7.95% Senior Notes due April 2025
|
|
447,199
|
|
|
14,099
|
|
|
446,962
|
|
|
228,515
|
|
||||
7.875% Senior Notes due February 2026
|
|
740,059
|
|
|
182,438
|
|
|
739,371
|
|
|
546,353
|
|
||||
6.20% Senior Notes due August 2040
|
|
390,562
|
|
|
7,407
|
|
|
390,526
|
|
|
149,134
|
|
||||
6.05% Senior Notes due March 2041
|
|
389,872
|
|
|
10,922
|
|
|
389,809
|
|
|
142,646
|
|
||||
5.25% Senior Notes due March 2042
|
|
478,188
|
|
|
7,438
|
|
|
478,122
|
|
|
176,265
|
|
||||
8.95% Senior Notes due April 2045
|
|
390,811
|
|
|
11,256
|
|
|
390,763
|
|
|
164,664
|
|
||||
Seller loans:
|
|
|
|
|
|
|
|
|
||||||||
Seller-financed secured loan due September 2022
|
|
9,426
|
|
|
—
|
|
|
62,453
|
|
|
36,968
|
|
||||
Seller-financed secured loan due February 2023
|
|
8,421
|
|
|
—
|
|
|
55,658
|
|
|
31,175
|
|
||||
Credit facility:
|
|
|
|
|
|
|
|
|
||||||||
2017 Credit Facility matures January 2023
|
|
545,000
|
|
|
545,000
|
|
|
335,000
|
|
|
335,000
|
|
||||
Total debt
|
|
3,953,708
|
|
|
816,183
|
|
|
3,842,004
|
|
|
2,158,847
|
|
||||
Less: Current maturities of long-term debt
|
|
(3,953,708
|
)
|
|
(816,183
|
)
|
|
(62,505
|
)
|
|
(60,660
|
)
|
||||
Long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
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
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
$
|
—
|
|
|
$
|
(406
|
)
|
|
(406
|
)
|
|
Amounts reclassified from AOCI
|
|
$
|
549
|
|
|
$
|
—
|
|
|
549
|
|
|
Net other comprehensive income (loss)
|
|
549
|
|
|
(406
|
)
|
|
143
|
|
|||
Balance at June 30, 2019
|
|
$
|
(37,959
|
)
|
|
$
|
(17,912
|
)
|
|
$
|
(55,871
|
)
|
|
|
|
|
|
|
|
||||||
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
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(539
|
)
|
|
(539
|
)
|
|||
Amounts reclassified from AOCI
|
|
568
|
|
|
—
|
|
|
568
|
|
|||
Net other comprehensive income (loss)
|
|
568
|
|
|
(539
|
)
|
|
29
|
|
|||
Balance at June 30, 2020
|
|
$
|
(39,499
|
)
|
|
$
|
(20,429
|
)
|
|
$
|
(59,928
|
)
|
(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.
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Current contract assets
|
|
$
|
13,189
|
|
|
$
|
21,292
|
|
Noncurrent contract assets
|
|
6,154
|
|
|
9,508
|
|
||
Total contract assets
|
|
19,343
|
|
|
30,800
|
|
||
|
|
|
|
|
||||
Current contract liabilities (deferred revenue)
|
|
(34,370
|
)
|
|
(34,196
|
)
|
||
Noncurrent contract liabilities (deferred revenue)
|
|
(29,006
|
)
|
|
(30,859
|
)
|
||
Total contract liabilities
|
|
$
|
(63,376
|
)
|
|
$
|
(65,055
|
)
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
Net balance at December 31, 2018
|
|
$
|
47,664
|
|
|
$
|
(80,753
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(16,811
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
9,266
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
28,907
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(25,957
|
)
|
||
Total
|
|
(7,545
|
)
|
|
2,950
|
|
||
|
|
|
|
|
||||
Net balance at June 30, 2019
|
|
$
|
40,119
|
|
|
$
|
(77,803
|
)
|
|
|
|
|
|
||||
Net balance at December 31, 2019
|
|
$
|
30,800
|
|
|
$
|
(65,055
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(16,253
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
4,796
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
32,071
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(30,392
|
)
|
||
Total
|
|
(11,457
|
)
|
|
1,679
|
|
||
|
|
|
|
|
||||
Net balance at June 30, 2020
|
|
$
|
19,343
|
|
|
$
|
(63,376
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and beyond
|
|
Total
|
||||||||||||
Floaters
|
|
$
|
14,758
|
|
|
$
|
16,980
|
|
|
$
|
10,221
|
|
|
$
|
5,830
|
|
|
$
|
—
|
|
|
$
|
47,789
|
|
Jackups
|
|
6,620
|
|
|
7,227
|
|
|
1,740
|
|
|
—
|
|
|
—
|
|
|
15,587
|
|
||||||
Total
|
|
$
|
21,378
|
|
|
$
|
24,207
|
|
|
$
|
11,961
|
|
|
$
|
5,830
|
|
|
$
|
—
|
|
|
$
|
63,376
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Floaters
|
|
$
|
105,458
|
|
|
$
|
144,079
|
|
|
$
|
247,487
|
|
|
$
|
297,233
|
|
Jackups
|
|
114,683
|
|
|
130,738
|
|
|
240,018
|
|
|
248,085
|
|
||||
Total
|
|
$
|
220,141
|
|
|
$
|
274,817
|
|
|
$
|
487,505
|
|
|
$
|
545,318
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Non-US
|
|
US
|
|
Non-US
|
|
US
|
||||||||
Interest cost
|
|
$
|
430
|
|
|
$
|
1,892
|
|
|
$
|
431
|
|
|
$
|
2,178
|
|
Return on plan assets
|
|
(494
|
)
|
|
(2,919
|
)
|
|
(614
|
)
|
|
(2,579
|
)
|
||||
Recognized net actuarial loss
|
|
2
|
|
|
716
|
|
|
2
|
|
|
693
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(62
|
)
|
|
$
|
(311
|
)
|
|
$
|
(181
|
)
|
|
$
|
292
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Non-US
|
|
US
|
|
Non-US
|
|
US
|
||||||||
Interest cost
|
|
$
|
863
|
|
|
$
|
3,784
|
|
|
$
|
876
|
|
|
$
|
4,356
|
|
Return on plan assets
|
|
(993
|
)
|
|
(5,838
|
)
|
|
(1,248
|
)
|
|
(5,157
|
)
|
||||
Recognized net actuarial loss
|
|
4
|
|
|
1,432
|
|
|
5
|
|
|
1,385
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(126
|
)
|
|
$
|
(622
|
)
|
|
$
|
(367
|
)
|
|
$
|
584
|
|
|
|
June 30, 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
|
|
$
|
10,511
|
|
|
$
|
10,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
||||||||||||
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Accounts receivable
|
|
$
|
34,693
|
|
|
$
|
(21,767
|
)
|
|
$
|
34,693
|
|
|
$
|
(21,767
|
)
|
Other current assets
|
|
10,017
|
|
|
3,194
|
|
|
14,387
|
|
|
2,605
|
|
||||
Other assets
|
|
3,045
|
|
|
5,166
|
|
|
2,292
|
|
|
6,582
|
|
||||
Accounts payable
|
|
(9,713
|
)
|
|
(3,197
|
)
|
|
(11,816
|
)
|
|
(3,105
|
)
|
||||
Other current liabilities
|
|
(8,532
|
)
|
|
(27,575
|
)
|
|
(8,563
|
)
|
|
(27,422
|
)
|
||||
Other liabilities
|
|
(7,068
|
)
|
|
(5,982
|
)
|
|
(7,068
|
)
|
|
(5,982
|
)
|
||||
Total net change in assets and liabilities
|
|
$
|
22,442
|
|
|
$
|
(50,161
|
)
|
|
$
|
23,925
|
|
|
$
|
(49,089
|
)
|
|
|
|
|
Year Ending December 31,
|
||||||||||||||||||||
|
|
Total
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floaters (2)(3)
|
|
$
|
939,595
|
|
|
$
|
214,082
|
|
|
$
|
363,524
|
|
|
$
|
218,423
|
|
|
$
|
133,724
|
|
|
$
|
9,842
|
|
Jackups (4)
|
|
419,154
|
|
|
133,100
|
|
|
157,934
|
|
|
96,956
|
|
|
31,164
|
|
|
—
|
|
||||||
Total (5)
|
|
$
|
1,358,749
|
|
|
$
|
347,182
|
|
|
$
|
521,458
|
|
|
$
|
315,379
|
|
|
$
|
164,888
|
|
|
$
|
9,842
|
|
Percent of Available Days Committed (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Floaters
|
|
|
|
48
|
%
|
|
38
|
%
|
|
21
|
%
|
|
14
|
%
|
|
1
|
%
|
|||||||
Jackups
|
|
|
|
51
|
%
|
|
33
|
%
|
|
19
|
%
|
|
4
|
%
|
|
—
|
%
|
|||||||
Total
|
|
|
|
50
|
%
|
|
35
|
%
|
|
20
|
%
|
|
9
|
%
|
|
1
|
%
|
(1)
|
Represents a six-month period beginning July 1, 2020.
|
(2)
|
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)
|
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 Tom Madden’s current contract commitment. 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 discounted 5%, resulting in an effective rate of $175,750.
|
(4)
|
In April 2020, we received notice from Saudi Arabian Oil Company (“Saudi Aramco”) to suspend operations on the Noble Scott Marks for a period of up to 12 months. Beginning in early May 2020, we idled the Noble Scott Marks at a rate of $0 per day. The impact to contract backlog has been reflected in the table above and the backlog calculation assumes that, upon completion of the suspension period, the rig will resume operations at the contracted dayrate for the remaining contract term.
|
(5)
|
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.
|
(6)
|
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 (2)
|
||||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
|
|
|
Three Months Ended June 30,
|
|
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Jackups
|
|
65
|
%
|
|
98
|
%
|
|
709
|
|
|
1,050
|
|
|
(32
|
)%
|
|
$
|
148,781
|
|
|
$
|
124,572
|
|
|
19
|
%
|
Floaters
|
|
53
|
%
|
|
67
|
%
|
|
584
|
|
|
728
|
|
|
(20
|
)%
|
|
196,489
|
|
|
197,911
|
|
|
(1
|
)%
|
||
Total
|
|
59
|
%
|
|
82
|
%
|
|
1,293
|
|
|
1,778
|
|
|
(27
|
)%
|
|
$
|
170,325
|
|
|
$
|
154,609
|
|
|
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)
|
An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day.
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
220,141
|
|
|
$
|
274,817
|
|
|
$
|
(54,676
|
)
|
|
(20
|
)%
|
Reimbursables and other (1)
|
|
17,777
|
|
|
18,119
|
|
|
(342
|
)
|
|
(2
|
)%
|
|||
|
|
237,918
|
|
|
292,936
|
|
|
(55,018
|
)
|
|
(19
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
144,154
|
|
|
168,865
|
|
|
(24,711
|
)
|
|
(15
|
)%
|
|||
Reimbursables (1)
|
|
16,334
|
|
|
15,381
|
|
|
953
|
|
|
6
|
%
|
|||
Depreciation and amortization
|
|
87,297
|
|
|
107,802
|
|
|
(20,505
|
)
|
|
(19
|
)%
|
|||
General and administrative
|
|
73,003
|
|
|
116,252
|
|
|
(43,249
|
)
|
|
(37
|
)%
|
|||
|
|
320,788
|
|
|
408,300
|
|
|
(87,512
|
)
|
|
(21
|
)%
|
|||
Operating loss
|
|
$
|
(82,870
|
)
|
|
$
|
(115,364
|
)
|
|
$
|
32,494
|
|
|
(28
|
)%
|
(1)
|
We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
|
|
|
Average Rig Utilization (1)
|
|
Operating Days (2)
|
|
Average Dayrates (2)
|
||||||||||||||||||||
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Jackups
|
|
80
|
%
|
|
96
|
%
|
|
1,791
|
|
|
1,972
|
|
|
(9
|
)%
|
|
$
|
138,190
|
|
|
$
|
125,777
|
|
|
10
|
%
|
Floaters
|
|
56
|
%
|
|
63
|
%
|
|
1,221
|
|
|
1,375
|
|
|
(11
|
)%
|
|
196,630
|
|
|
216,170
|
|
|
(9
|
)%
|
||
Total
|
|
68
|
%
|
|
79
|
%
|
|
3,012
|
|
|
3,347
|
|
|
(10
|
)%
|
|
$
|
161,877
|
|
|
$
|
162,908
|
|
|
(1
|
)%
|
(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)
|
An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day.
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
487,505
|
|
|
$
|
545,318
|
|
|
$
|
(57,813
|
)
|
|
(11
|
)%
|
Reimbursables and other (1)
|
|
31,724
|
|
|
30,506
|
|
|
1,218
|
|
|
4
|
%
|
|||
|
|
519,229
|
|
|
575,824
|
|
|
(56,595
|
)
|
|
(10
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
305,299
|
|
|
340,593
|
|
|
(35,294
|
)
|
|
(10
|
)%
|
|||
Reimbursables (1)
|
|
28,018
|
|
|
24,776
|
|
|
3,242
|
|
|
13
|
%
|
|||
Depreciation and amortization
|
|
188,405
|
|
|
213,888
|
|
|
(25,483
|
)
|
|
(12
|
)%
|
|||
General and administrative
|
|
90,842
|
|
|
132,251
|
|
|
(41,409
|
)
|
|
(31
|
)%
|
|||
Loss on impairments
|
|
1,119,517
|
|
|
—
|
|
|
1,119,517
|
|
|
**
|
|
|||
|
|
1,732,081
|
|
|
711,508
|
|
|
1,020,573
|
|
|
143
|
%
|
|||
Operating loss
|
|
$
|
(1,212,852
|
)
|
|
$
|
(135,684
|
)
|
|
$
|
(1,077,168
|
)
|
|
794
|
%
|
(1)
|
We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. 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.
|
•
|
$29.4 million for sustaining capital;
|
•
|
$10.5 million in major projects, including subsea and other related projects; and
|
•
|
$25.5 million for rebillable capital and contract modifications.
|
•
|
our ability to successfully develop, prosecute, confirm and consummate a plan of reorganization with respect to the Chapter 11 Cases;
|
•
|
our ability to obtain the Bankruptcy Court’s approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as debtors-in-possession;
|
•
|
the possibility that actions and decisions of our creditors and other third parties with interests in the Chapter 11 Cases may be inconsistent with our plans;
|
•
|
the high costs of bankruptcy proceedings and related fees;
|
•
|
our ability to obtain acceptable and sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence, and our ability to comply with terms and conditions of that financing;
|
•
|
our ability to maintain contracts that are critical to our operations on reasonably acceptable terms and conditions;
|
•
|
the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us; and
|
•
|
the possibility that the Chapter 11 Cases will disrupt or impede our operations.
|
•
|
sell assets outside the ordinary course of business;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
grant liens; and
|
•
|
finance our operations, investments or other capital needs or to engage in other business activities that would be in our interest.
|
•
|
our ability to change substantially our capital structure;
|
•
|
our ability to obtain adequate liquidity and access financing sources;
|
•
|
our ability to maintain customers’ confidence in our viability as a continuing entity and to attract and retain sufficient business from them;
|
•
|
our ability to retain key employees; and
|
•
|
the overall strength and stability of general economic conditions and the financial and oil and gas industries, both in the U.S. and in global markets.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
22
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
31.3
|
|
|
|
|
|
31.4
|
|
|
|
|
|
32.1+
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
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
|
|
August 7, 2020
|
Richard B. Barker
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
August 7, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
/s/ Richard B. Barker
|
|
August 7, 2020
|
Richard B. Barker
Director, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
August 7, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
•
|
The participants whose participation hereunder shall also be subject to the terms and conditions of a letter agreement (“Letter Agreement”) that shall be entered into by and between the participant and the Company as part of the Compensation Restructuring, such participants comprising certain members of management of the Company (the “Clawback Participants”); and
|
•
|
The participants whose participation hereunder shall not be subject to any Letter Agreement (the “Other Participants”).
|
•
|
With respect to each of the Clawback Participants (and subject to such participant entering into a Letter Agreement), the applicable Up-Front Payment in the amount set forth in such participant’s Letter Agreement, of which 50% of such Up-Front Payment shall be subject to the service-based and performance-based clawback restrictions, as applicable and as set forth herein (“Clawback Restrictions”), and pursuant to such Clawback Restrictions, the Outstanding Cash Amount (as defined below) shall not be deemed to be vested, unless and until such time that the Clawback Restrictions shall lapse as set forth below; and
|
•
|
With respect to each of the Other Participants, the Up-Front Payment shall be an amount that is approximately 50% of such participant’s target bonus amount under the Original STIP, which is intended to represent payment in respect of Q1 and Q2 of 2020, it being understood that the Clawback Restrictions set forth below shall not apply to the Other Participants.
|
•
|
Subject to all applicable Clawback Restrictions set forth herein, the portion of the Partial Cash Amount that shall vest, if at all, and for which the corresponding Clawback Restrictions shall lapse, shall be based on the applicable “Final Performance Percentage” (as further described in Annex II) that the Committee determines and certifies, confirms or approves as being achieved under the “Performance Measures” as further described in the attached Exhibit 1.
|
•
|
If at least a “Threshold” performance level (as described in Annex I to Exhibit 1) is achieved during the Performance Cycle (“Qualifying Performance”), then, subject to all applicable Clawback Restrictions set forth herein, some portion of the Partial Cash Amount determined under the attached Exhibit 1 (“Certified Cash Amount”) shall be eligible to vest and the corresponding Clawback Restrictions shall lapse with respect to such portion, in each case as determined pursuant to Annex I and Annex II to Exhibit 1. For the avoidance of doubt, if Qualifying Performance is not achieved with respect to any of the Performance Cycles, then no portion of the Partial Cash Amount shall vest with respect to the Performance Cycles and the Clawback Participant shall be obligated to repay the entire Partial Cash Amount to Noble (i.e., the Clawback Restrictions shall apply to the entire Partial Cash Amount).
|
•
|
If Qualifying Performance is achieved with respect to a Performance Cycle as determined pursuant to Annex I to Exhibit 1, but the “Final Performance Percentage” as further described in Annex II to Exhibit 1 is less than 100%, then, subject to all applicable Clawback Restrictions set forth herein, (i) less than 100% of the Partial Cash Amount related to the Performance Cycle shall vest, (ii) the Clawback Restrictions shall lapse with respect to such vested portion of the Partial Cash Amount, (iii) the Clawback Restrictions shall apply to the remainder of the Partial Cash Amount that does not vest and (iv) the Clawback Participant shall be obligated to repay the applicable portion of the Partial Cash Amount that does not vest to Noble (i.e., based on the extent to which such Partial Cash Amount exceeds the portion thereof that vests as the Certified Cash Amount).
|
•
|
Any repayment required pursuant to the foregoing “Performance-Based Clawback Restrictions” shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to the Determination Date for the final Performance Cycle, it being understood that repayment instructions will be provided to the Clawback Participant promptly following the occurrence of such Determination Date.
|
•
|
EBITDA Measure - Financial
|
EBITDA Measure (50% Weighting Separately for Q3 and Q4)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
STIP Multiple
|
0.50
|
1.00
|
2.00
|
Q3 2020 Goal
|
[***]
|
[***]
|
[***]
|
Q4 2020 Goal
|
[***]
|
[***]
|
[***]
|
•
|
Unpaid Downtime Measure - Operational
|
•
|
Safety Measure - Other
|
Safety Measure (25% Weighting Separately for Q3 and Q4)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
STIP Multiple
|
0.50
|
1.00
|
2.00
|
Q3 / Q4 2020 Goal TRIR Rate
|
0.65
|
0.50
|
0.35
|
Incremental Performance Percentage Determination
|
|||
|
Weighting
(A)
|
STIP Multiple (Interpolated)
(B)
|
Performance Percentage
(A × B)
|
EBITDA Measure
|
50%
|
[Based on Actual Performance]
|
[Percentage Result 1]
|
Unpaid Downtime Measure
|
25%
|
[Based on Actual Performance]
|
[Percentage Result 2]
|
Safety Measure
|
25%
|
[Based on Actual Performance]
|
[Percentage Result 3]
|
Totals:
|
100%
|
N/A
|
Sum of Results 1 - 3
|
•
|
Performance Component. The application or lapse of the performance-based Clawback Restrictions under the Performance Component (“Performance Award”) will primarily be a function of the Company’s performance on key metrics, which shall consist of the EBITDA Measure, the Unpaid Downtime Measure and the Safety Measure (each as defined in Annex I to Exhibit 1). See Exhibit 1 and Annex I and Annex II for details on the Company’s performance measures and goals for purposes of the OCAP. Generally, each goal is structured to include a Threshold, Target and Maximum level of achievement.
|
•
|
Retention Component. The application or lapse of Clawback Restrictions under the Retention Component (“Retention Award”) will be based on the Clawback Participant’s continued service until the end of the Restricted Period.
|
•
|
Subject to all applicable Clawback Restrictions set forth herein, the portion of any Outstanding Performance Amount that shall vest, if at all, and for which the corresponding Clawback Restrictions shall lapse, shall be based on the applicable “Final Performance Percentage” (as further described in Annex II) that the Committee determines and certifies, confirms or approves as being achieved under the “Performance Measures” as further described in the attached Exhibit 1.
|
•
|
If at least a “Threshold” performance level (as described in Annex I to Exhibit 1) is achieved during the Performance Cycle (“Qualifying Performance”), then, subject to all applicable Clawback Restrictions set forth herein, some portion of the Outstanding Performance Amount determined under the attached Exhibit 1 (“Certified Cash Amount”) shall be eligible to vest and the corresponding Clawback Restrictions shall lapse with respect to such portion, in each case as determined pursuant to Annex I and Annex II to Exhibit 1. For the avoidance of doubt, if Qualifying Performance is not achieved with respect to both of the Performance Cycles, then no portion of the Outstanding Performance Amount shall vest with respect to the Performance Cycles and the Clawback Participant shall be obligated to repay the entire Outstanding Performance Amount to Noble (i.e., the Clawback Restrictions shall apply to the entire Outstanding Performance Amount).
|
•
|
If Qualifying Performance is achieved with respect to a Performance Cycle as determined pursuant to Annex I to Exhibit 1, but the “Final Performance Percentage” as further described in Annex II to Exhibit 1 is less than 100%, then, subject to all applicable Clawback Restrictions set forth herein, (i) less than 100% of the Outstanding Performance Amount related to the Performance Cycle shall vest, (ii) the Clawback Restrictions shall lapse with respect to such vested portion of the Outstanding Performance Amount, (iii) the Clawback Restrictions shall apply to the remainder of the Outstanding Performance Amount that does not vest and (iv) the Clawback Participant shall be obligated to repay the applicable portion of the Outstanding Performance Amount that does not vest to Noble (i.e., based on the extent to which such Outstanding Performance Amount exceeds the portion thereof that vests as the Certified Cash Amount).
|
•
|
Any repayment required pursuant to the foregoing “Performance-Based Clawback Restrictions” shall be paid by the Clawback Participant to Noble within fifteen days after receipt by the Clawback Participant of the associated repayment instructions relating to the Determination Date for the final Performance Cycle, it being understood that repayment instructions will be provided to the Clawback Participant promptly following the occurrence of such Determination Date.
|
•
|
Performance Component If the Clawback Participant’s employment with the Company or an affiliate terminates during the Restricted Period due to a “Qualified Termination,” as such term is defined in the Letter Agreement, then, if applicable, a portion of the Outstanding Performance Amount may be forfeited (i.e., such forfeited portion shall not vest) and the Clawback Participant shall be obligated to repay such portion of the Outstanding Performance Amount to Noble (i.e., the Clawback Restrictions shall apply to such portion of the Outstanding Performance Amount) (the “Excluded Performance Amount”). The Excluded Performance Amount shall be determined by multiplying the Outstanding Performance Amount by a fraction, (i) the numerator of which is the number of calendar months remaining in 2020 that end after the date of the Clawback Participant’s Qualified Termination, and (ii) the denominator of which is 6 (the “Qualified Termination Fraction”).
|
•
|
EBITDA Measure - Financial
|
EBITDA Measure (50% Weighting Separately for Q3 and Q4)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
OCAP Multiple
|
0.50
|
1.00
|
2.00
|
Q3 2020 Goal
|
[***]
|
[***]
|
[***]
|
Q4 2020 Goal
|
[***]
|
[***]
|
[***]
|
•
|
Unpaid Downtime Measure - Operational
|
•
|
Safety Measure - Other
|
Safety Measure (25% Weighting Separately for Q3 and Q4)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
OCAP Multiple
|
0.50
|
1.00
|
2.00
|
Q3 / Q4 2020 Goal TRIR Rate
|
0.65
|
0.50
|
0.35
|
Incremental Performance Percentage Determination
|
|||
|
Weighting
(A)
|
OCAP Multiple (Interpolated)
(B)
|
Performance Percentage
(A × B)
|
EBITDA Measure
|
50%
|
[Based on Actual Performance]
|
[Percentage Result 1]
|
Unpaid Downtime Measure
|
25%
|
[Based on Actual Performance]
|
[Percentage Result 2]
|
Safety Measure
|
25%
|
[Based on Actual Performance]
|
[Percentage Result 3]
|
Totals:
|
100%
|
N/A
|
Sum of Results 1 - 3
|
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/ Robert W. Eifler
|
|
August 7, 2020
|
Robert W. Eifler
|
|
Date
|
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/ Robert W. Eifler
|
|
August 7, 2020
|
Robert W. Eifler
|
|
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
|
August 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
|
August 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.
|
August 7, 2020
|
/s/ Robert W. Eifler
|
|
Robert W. Eifler
|
|
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.
|
August 7, 2020
|
/s/ Robert W. Eifler
|
|
Robert W. Eifler
|
|
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.
|
August 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.
|
August 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
|