☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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England and Wales
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(Registered Number 08354954)
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98-0619597
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification number)
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Cayman Islands
|
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98-0366361
|
(State or other jurisdiction of incorporation or organization)
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|
(I.R.S. employer identification number)
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Name of Company
|
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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
|
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Ordinary Shares
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NEBLQ*
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*
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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
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☐
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Noble Corporation:
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Large accelerated filer
|
☐
|
Accelerated filer
|
☐
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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 3
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Item 6
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September 30, 2020
|
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December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
325,097
|
|
|
$
|
104,621
|
|
Accounts receivable, net of allowance for credit losses of $1,069 and $1,939, respectively
|
|
167,435
|
|
|
198,665
|
|
||
Taxes receivable
|
|
42,198
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
76,456
|
|
|
59,050
|
|
||
Total current assets
|
|
611,186
|
|
|
422,107
|
|
||
Property and equipment, at cost
|
|
8,749,255
|
|
|
10,306,625
|
|
||
Accumulated depreciation
|
|
(2,317,869
|
)
|
|
(2,572,701
|
)
|
||
Property and equipment, net
|
|
6,431,386
|
|
|
7,733,924
|
|
||
Other assets
|
|
70,095
|
|
|
128,467
|
|
||
Total assets
|
|
$
|
7,112,667
|
|
|
$
|
8,284,498
|
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LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
62,505
|
|
Accounts payable
|
|
81,119
|
|
|
108,208
|
|
||
Accrued payroll and related costs
|
|
38,495
|
|
|
56,056
|
|
||
Taxes payable
|
|
37,922
|
|
|
30,715
|
|
||
Interest payable
|
|
—
|
|
|
88,047
|
|
||
Other current liabilities
|
|
42,047
|
|
|
171,397
|
|
||
Total current liabilities
|
|
199,583
|
|
|
516,928
|
|
||
Long-term debt
|
|
—
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
43,147
|
|
|
68,201
|
|
||
Other liabilities
|
|
109,474
|
|
|
260,898
|
|
||
Liabilities subject to compromise
|
|
4,251,429
|
|
|
—
|
|
||
Total liabilities
|
|
4,603,633
|
|
|
4,625,526
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
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|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 251,062 and 249,200 shares outstanding as of September 30, 2020 and December 31, 2019, respectively
|
|
2,510
|
|
|
2,492
|
|
||
Additional paid-in capital
|
|
812,983
|
|
|
807,093
|
|
||
Retained earnings
|
|
1,752,037
|
|
|
2,907,776
|
|
||
Accumulated other comprehensive loss
|
|
(58,496
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,509,034
|
|
|
3,658,972
|
|
||
Total liabilities and equity
|
|
$
|
7,112,667
|
|
|
$
|
8,284,498
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
227,050
|
|
|
$
|
259,428
|
|
|
$
|
714,555
|
|
|
$
|
804,746
|
|
Reimbursables and other
|
|
14,786
|
|
|
16,098
|
|
|
46,510
|
|
|
46,604
|
|
||||
|
|
241,836
|
|
|
275,526
|
|
|
761,065
|
|
|
851,350
|
|
||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
137,180
|
|
|
175,929
|
|
|
442,479
|
|
|
516,522
|
|
||||
Reimbursables
|
|
13,369
|
|
|
13,779
|
|
|
41,387
|
|
|
38,555
|
|
||||
Depreciation and amortization
|
|
90,606
|
|
|
112,755
|
|
|
283,652
|
|
|
333,481
|
|
||||
General and administrative
|
|
15,662
|
|
|
17,565
|
|
|
106,504
|
|
|
149,816
|
|
||||
Pre-petition charges
|
|
3,894
|
|
|
—
|
|
|
14,409
|
|
|
—
|
|
||||
Loss on impairment
|
|
—
|
|
|
595,510
|
|
|
1,119,517
|
|
|
595,510
|
|
||||
|
|
260,711
|
|
|
915,538
|
|
|
2,007,948
|
|
|
1,633,884
|
|
||||
Operating loss
|
|
(18,875
|
)
|
|
(640,012
|
)
|
|
(1,246,883
|
)
|
|
(782,534
|
)
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(23,427
|
)
|
|
(68,991
|
)
|
|
(164,586
|
)
|
|
(208,211
|
)
|
||||
Gain (loss) on extinguishment of debt, net
|
|
17,847
|
|
|
(650
|
)
|
|
17,254
|
|
|
30,616
|
|
||||
Interest income and other, net
|
|
7,872
|
|
|
(144
|
)
|
|
8,546
|
|
|
4,222
|
|
||||
Reorganization items, net
|
|
(9,014
|
)
|
|
—
|
|
|
(9,014
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
|
(25,597
|
)
|
|
(709,797
|
)
|
|
(1,394,683
|
)
|
|
(955,907
|
)
|
||||
Income tax benefit (provision)
|
|
(25,271
|
)
|
|
2,845
|
|
|
238,944
|
|
|
37,162
|
|
||||
Net loss from continuing operations
|
|
(50,868
|
)
|
|
(706,952
|
)
|
|
(1,155,739
|
)
|
|
(918,745
|
)
|
||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net loss
|
|
(50,868
|
)
|
|
(706,952
|
)
|
|
(1,155,739
|
)
|
|
(922,566
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
262,081
|
|
|
—
|
|
|
254,846
|
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(667,720
|
)
|
Net loss attributable to Noble Corporation plc
|
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(663,899
|
)
|
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(667,720
|
)
|
Per share data
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.66
|
)
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.68
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.66
|
)
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.68
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
|
$
|
(50,868
|
)
|
|
$
|
(706,952
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(922,566
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
863
|
|
|
(1,054
|
)
|
|
(1,812
|
)
|
|
(952
|
)
|
||||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended September 30, 2020 and 2019, respectively, and $450 and $436 for the nine months ended September 30, 2020 and 2019, respectively)
|
|
569
|
|
|
549
|
|
|
1,705
|
|
|
1,648
|
|
||||
Other comprehensive income (loss), net
|
|
1,432
|
|
|
(505
|
)
|
|
(107
|
)
|
|
696
|
|
||||
Net comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
262,081
|
|
|
—
|
|
|
254,846
|
|
||||
Comprehensive loss attributable to Noble Corporation plc
|
|
$
|
(49,436
|
)
|
|
$
|
(445,376
|
)
|
|
$
|
(1,155,846
|
)
|
|
$
|
(667,024
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,155,739
|
)
|
|
$
|
(922,566
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
283,652
|
|
|
333,481
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
595,510
|
|
||
Gain on extinguishment of debt, net
|
|
(17,254
|
)
|
|
(30,616
|
)
|
||
Reorganization items, net
|
|
(11,531
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
6,825
|
|
|
(13,688
|
)
|
||
Amortization of share-based compensation
|
|
7,352
|
|
|
10,422
|
|
||
Other costs, net
|
|
(53,179
|
)
|
|
66,276
|
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
29,581
|
|
|
(12,379
|
)
|
||
Net changes in other operating assets and liabilities
|
|
27,442
|
|
|
(57,914
|
)
|
||
Net cash provided by (used in) operating activities
|
|
236,666
|
|
|
(31,474
|
)
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(112,603
|
)
|
|
(222,587
|
)
|
||
Proceeds from disposal of assets, net
|
|
1,428
|
|
|
9,430
|
|
||
Net cash used in investing activities
|
|
(111,175
|
)
|
|
(213,157
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings on credit facilities
|
|
210,000
|
|
|
455,000
|
|
||
Repayments of credit facilities
|
|
—
|
|
|
(20,000
|
)
|
||
Repayments of debt
|
|
(101,132
|
)
|
|
(400,000
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(1,092
|
)
|
||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(25,109
|
)
|
||
Cash paid to settle equity awards
|
|
(1,010
|
)
|
|
—
|
|
||
Taxes withheld on employee stock transactions
|
|
(417
|
)
|
|
(2,779
|
)
|
||
Net cash provided by financing activities
|
|
107,441
|
|
|
6,020
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
232,932
|
|
|
(238,611
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
105,924
|
|
|
375,907
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
338,856
|
|
|
$
|
137,296
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at June 30, 2019
|
|
249,155
|
|
|
$
|
2,492
|
|
|
$
|
704,511
|
|
|
$
|
3,385,517
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,427,749
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
2,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,511
|
|
||||||
Issuance of share-based compensation shares
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(444,871
|
)
|
|
—
|
|
|
(262,081
|
)
|
|
(706,952
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,571
|
)
|
|
(7,571
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|
(505
|
)
|
||||||
Balance at September 30, 2019
|
|
249,191
|
|
|
$
|
2,492
|
|
|
$
|
707,004
|
|
|
$
|
2,940,646
|
|
|
$
|
(56,376
|
)
|
|
$
|
121,448
|
|
|
$
|
3,715,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2020
|
|
251,041
|
|
|
$
|
2,510
|
|
|
$
|
811,483
|
|
|
$
|
1,802,905
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,556,970
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
||||||
Issuance of share-based compensation shares
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,868
|
)
|
|
—
|
|
|
—
|
|
|
(50,868
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,432
|
|
|
—
|
|
|
1,432
|
|
||||||
Balance at September 30, 2020
|
|
251,062
|
|
|
$
|
2,510
|
|
|
$
|
812,983
|
|
|
$
|
1,752,037
|
|
|
$
|
(58,496
|
)
|
|
$
|
—
|
|
|
$
|
2,509,034
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
10,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,422
|
|
||||||
Issuance of share-based compensation shares
|
|
2,397
|
|
|
24
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(2,803
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,803
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(667,720
|
)
|
|
—
|
|
|
(254,846
|
)
|
|
(922,566
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,109
|
)
|
|
(25,109
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
696
|
|
||||||
Balance at September 30, 2019
|
|
249,191
|
|
|
$
|
2,492
|
|
|
$
|
707,004
|
|
|
$
|
2,940,646
|
|
|
$
|
(56,376
|
)
|
|
$
|
121,448
|
|
|
$
|
3,715,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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
|
|
—
|
|
|
—
|
|
|
6,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,342
|
|
||||||
Issuance of share-based compensation shares
|
|
1,862
|
|
|
18
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,155,739
|
)
|
|
—
|
|
|
—
|
|
|
(1,155,739
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
||||||
Balance at September 30, 2020
|
|
251,062
|
|
|
$
|
2,510
|
|
|
$
|
812,983
|
|
|
$
|
1,752,037
|
|
|
$
|
(58,496
|
)
|
|
$
|
—
|
|
|
$
|
2,509,034
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
325,090
|
|
|
$
|
104,575
|
|
Accounts receivable, net of allowance for credit losses of $1,069 and $1,939, respectively
|
|
167,435
|
|
|
198,665
|
|
||
Accounts receivable from affiliates
|
|
30,931
|
|
|
—
|
|
||
Taxes receivable
|
|
42,198
|
|
|
59,771
|
|
||
Prepaid expenses and other current assets
|
|
49,213
|
|
|
57,890
|
|
||
Total current assets
|
|
614,867
|
|
|
420,901
|
|
||
Property and equipment, at cost
|
|
8,749,255
|
|
|
10,306,625
|
|
||
Accumulated depreciation
|
|
(2,317,869
|
)
|
|
(2,572,701
|
)
|
||
Property and equipment, net
|
|
6,431,386
|
|
|
7,733,924
|
|
||
Other assets
|
|
70,095
|
|
|
128,467
|
|
||
Total assets
|
|
$
|
7,116,348
|
|
|
$
|
8,283,292
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
62,505
|
|
Accounts payable
|
|
68,521
|
|
|
107,985
|
|
||
Accrued payroll and related costs
|
|
38,457
|
|
|
56,065
|
|
||
Taxes payable
|
|
37,922
|
|
|
30,715
|
|
||
Interest payable
|
|
—
|
|
|
88,047
|
|
||
Other current liabilities
|
|
42,046
|
|
|
71,397
|
|
||
Total current liabilities
|
|
186,946
|
|
|
416,714
|
|
||
Long-term debt
|
|
—
|
|
|
3,779,499
|
|
||
Deferred income taxes
|
|
43,147
|
|
|
68,201
|
|
||
Other liabilities
|
|
109,474
|
|
|
260,898
|
|
||
Liabilities subject to compromise
|
|
4,165,725
|
|
|
—
|
|
||
Total liabilities
|
|
4,505,292
|
|
|
4,525,312
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
||||
Common stock, $0.10 par value, ordinary shares; 261,246 shares outstanding as of September 30, 2020 and December 31, 2019
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
764,897
|
|
|
757,545
|
|
||
Retained earnings
|
|
1,878,530
|
|
|
3,032,699
|
|
||
Accumulated other comprehensive loss
|
|
(58,496
|
)
|
|
(58,389
|
)
|
||
Total shareholders’ equity
|
|
2,611,056
|
|
|
3,757,980
|
|
||
Total liabilities and equity
|
|
$
|
7,116,348
|
|
|
$
|
8,283,292
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
227,050
|
|
|
$
|
259,428
|
|
|
$
|
714,555
|
|
|
$
|
804,746
|
|
Reimbursables and other
|
|
14,786
|
|
|
16,098
|
|
|
46,510
|
|
|
46,604
|
|
||||
|
|
241,836
|
|
|
275,526
|
|
|
761,065
|
|
|
851,350
|
|
||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
136,975
|
|
|
175,563
|
|
|
441,485
|
|
|
514,871
|
|
||||
Reimbursables
|
|
13,369
|
|
|
13,779
|
|
|
41,387
|
|
|
38,555
|
|
||||
Depreciation and amortization
|
|
90,236
|
|
|
112,175
|
|
|
282,385
|
|
|
331,485
|
|
||||
General and administrative
|
|
6,503
|
|
|
8,832
|
|
|
30,806
|
|
|
25,099
|
|
||||
Loss on impairment
|
|
—
|
|
|
595,510
|
|
|
1,119,517
|
|
|
595,510
|
|
||||
|
|
247,083
|
|
|
905,859
|
|
|
1,915,580
|
|
|
1,505,520
|
|
||||
Operating loss
|
|
(5,247
|
)
|
|
(630,333
|
)
|
|
(1,154,515
|
)
|
|
(654,170
|
)
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(23,427
|
)
|
|
(68,991
|
)
|
|
(164,586
|
)
|
|
(208,211
|
)
|
||||
Gain (loss) on extinguishment of debt, net
|
|
17,847
|
|
|
(650
|
)
|
|
17,254
|
|
|
30,616
|
|
||||
Interest income and other, net
|
|
7,871
|
|
|
(149
|
)
|
|
8,536
|
|
|
4,217
|
|
||||
Reorganization items, net
|
|
(49,974
|
)
|
|
—
|
|
|
(49,974
|
)
|
|
—
|
|
||||
Loss from continuing operations before income taxes
|
|
(52,930
|
)
|
|
(700,123
|
)
|
|
(1,343,285
|
)
|
|
(827,548
|
)
|
||||
Income tax benefit (provision)
|
|
(25,272
|
)
|
|
2,845
|
|
|
238,944
|
|
|
37,162
|
|
||||
Net loss from continuing operations
|
|
(78,202
|
)
|
|
(697,278
|
)
|
|
(1,104,341
|
)
|
|
(790,386
|
)
|
||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net loss
|
|
(78,202
|
)
|
|
(697,278
|
)
|
|
(1,104,341
|
)
|
|
(794,207
|
)
|
||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
262,081
|
|
|
—
|
|
|
254,846
|
|
||||
Net loss attributable to Noble Corporation
|
|
$
|
(78,202
|
)
|
|
$
|
(435,197
|
)
|
|
$
|
(1,104,341
|
)
|
|
$
|
(539,361
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
|
$
|
(78,202
|
)
|
|
$
|
(697,278
|
)
|
|
$
|
(1,104,341
|
)
|
|
$
|
(794,207
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
863
|
|
|
(1,054
|
)
|
|
(1,812
|
)
|
|
(952
|
)
|
||||
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended September 30, 2020 and 2019, respectively, and $450 and $436 for the nine months ended September 30, 2020 and 2019, respectively)
|
|
569
|
|
|
549
|
|
|
1,705
|
|
|
1,648
|
|
||||
Other comprehensive income (loss), net
|
|
1,432
|
|
|
(505
|
)
|
|
(107
|
)
|
|
696
|
|
||||
Net comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
262,081
|
|
|
—
|
|
|
254,846
|
|
||||
Comprehensive loss attributable to Noble Corporation
|
|
$
|
(76,770
|
)
|
|
$
|
(435,702
|
)
|
|
$
|
(1,104,448
|
)
|
|
$
|
(538,665
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(1,104,341
|
)
|
|
$
|
(794,207
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
282,385
|
|
|
331,485
|
|
||
Loss on impairment
|
|
1,119,517
|
|
|
595,510
|
|
||
Gain on extinguishment of debt, net
|
|
(17,254
|
)
|
|
(30,616
|
)
|
||
Reorganization items, net
|
|
49,969
|
|
|
—
|
|
||
Deferred income taxes
|
|
6,825
|
|
|
(13,688
|
)
|
||
Amortization of share-based compensation
|
|
7,352
|
|
|
10,386
|
|
||
Other costs, net
|
|
(99,679
|
)
|
|
(33,724
|
)
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
29,581
|
|
|
(12,379
|
)
|
||
Net changes in other operating assets and liabilities
|
|
(2,258
|
)
|
|
(56,773
|
)
|
||
Net cash provided by (used in) operating activities
|
|
272,097
|
|
|
(4,006
|
)
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(112,603
|
)
|
|
(222,587
|
)
|
||
Proceeds from disposal of assets, net
|
|
1,428
|
|
|
9,430
|
|
||
Net cash used in investing activities
|
|
(111,175
|
)
|
|
(213,157
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Borrowings on credit facilities
|
|
210,000
|
|
|
455,000
|
|
||
Repayments of credit facilities
|
|
—
|
|
|
(20,000
|
)
|
||
Repayments of debt
|
|
(101,132
|
)
|
|
(400,000
|
)
|
||
Debt issuance costs
|
|
—
|
|
|
(1,092
|
)
|
||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
(25,109
|
)
|
||
Distributions to parent company, net
|
|
(49,829
|
)
|
|
(29,441
|
)
|
||
Net cash provided by (used in) financing activities
|
|
59,039
|
|
|
(20,642
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
219,961
|
|
|
(237,805
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
105,878
|
|
|
375,050
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
325,839
|
|
|
$
|
137,245
|
|
|
|
Shares
|
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Accumulated Other
Comprehensive Loss |
|
Noncontrolling
Interests |
|
Total
Equity |
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at June 30, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
654,969
|
|
|
$
|
3,511,482
|
|
|
$
|
(55,871
|
)
|
|
$
|
391,100
|
|
|
$
|
4,527,805
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,157
|
)
|
|
—
|
|
|
—
|
|
|
(9,157
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
2,499
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,499
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435,197
|
)
|
|
—
|
|
|
(262,081
|
)
|
|
(697,278
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(7,571
|
)
|
|
(7,571
|
)
|
|||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(505
|
)
|
|
—
|
|
|
(505
|
)
|
||||||
Balance at September 30, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
657,468
|
|
|
$
|
3,067,128
|
|
|
$
|
(56,376
|
)
|
|
$
|
121,448
|
|
|
$
|
3,815,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at June 30, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
763,397
|
|
|
$
|
1,970,710
|
|
|
$
|
(59,928
|
)
|
|
$
|
—
|
|
|
$
|
2,700,304
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,978
|
)
|
|
—
|
|
|
—
|
|
|
(13,978
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,202
|
)
|
|
—
|
|
|
—
|
|
|
(78,202
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,432
|
|
|
—
|
|
|
1,432
|
|
||||||
Balance at September 30, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
764,897
|
|
|
$
|
1,878,530
|
|
|
$
|
(58,496
|
)
|
|
$
|
—
|
|
|
$
|
2,611,056
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,441
|
)
|
|
—
|
|
|
—
|
|
|
(29,441
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
10,386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,386
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(539,361
|
)
|
|
—
|
|
|
(254,846
|
)
|
|
(794,207
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,109
|
)
|
|
(25,109
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696
|
|
|
—
|
|
|
696
|
|
||||||
Balance at September 30, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
657,468
|
|
|
$
|
3,067,128
|
|
|
$
|
(56,376
|
)
|
|
$
|
121,448
|
|
|
$
|
3,815,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2019
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
757,545
|
|
|
$
|
3,032,699
|
|
|
$
|
(58,389
|
)
|
|
$
|
—
|
|
|
$
|
3,757,980
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,828
|
)
|
|
—
|
|
|
—
|
|
|
(49,828
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
7,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,352
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,104,341
|
)
|
|
—
|
|
|
—
|
|
|
(1,104,341
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
||||||
Balance at September 30, 2020
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
764,897
|
|
|
$
|
1,878,530
|
|
|
$
|
(58,496
|
)
|
|
$
|
—
|
|
|
$
|
2,611,056
|
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||
|
|
September 30, 2020
|
|
September 30, 2020
|
||||
Professional fees (1)
|
|
$
|
20,545
|
|
|
$
|
5
|
|
Write-off of debt financing costs and discount
|
|
45,469
|
|
|
45,469
|
|
||
Adjustments for estimated litigation claims
|
|
(57,000
|
)
|
|
4,500
|
|
||
Total Reorganization items, net
|
|
$
|
9,014
|
|
|
$
|
49,974
|
|
(1)
|
Payments of $7.8 million and zero related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 for Noble-UK and Noble-Cayman, respectively.
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||
|
|
September 30, 2020
|
|
September 30, 2020
|
||||
4.900% Senior Notes due August 2020
|
|
$
|
62,535
|
|
|
$
|
62,535
|
|
4.625% Senior Notes due March 2021
|
|
79,937
|
|
|
79,937
|
|
||
3.950% Senior Notes due March 2022
|
|
21,213
|
|
|
21,213
|
|
||
7.750% Senior Notes due January 2024
|
|
397,025
|
|
|
397,025
|
|
||
7.950% Senior Notes due April 2025
|
|
450,000
|
|
|
450,000
|
|
||
7.875% Senior Notes due February 2026
|
|
750,000
|
|
|
750,000
|
|
||
6.200% Senior Notes due August 2040
|
|
393,597
|
|
|
393,597
|
|
||
6.050% Senior Notes due March 2041
|
|
395,000
|
|
|
395,000
|
|
||
5.250% Senior Notes due March 2042
|
|
483,619
|
|
|
483,619
|
|
||
8.950% Senior Notes due April 2045
|
|
400,000
|
|
|
400,000
|
|
||
2017 Credit Facility
|
|
545,000
|
|
|
545,000
|
|
||
Litigation
|
|
97,000
|
|
|
12,000
|
|
||
Accrued and unpaid interest
|
|
110,301
|
|
|
110,301
|
|
||
Accounts payable and other liabilities
|
|
44,097
|
|
|
43,393
|
|
||
Lease liabilities
|
|
22,105
|
|
|
22,105
|
|
||
Total consolidated liabilities subject to compromise
|
|
$
|
4,251,429
|
|
|
$
|
4,165,725
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(663,899
|
)
|
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(667,720
|
)
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss from continuing operations
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(663,899
|
)
|
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,821
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(50,868
|
)
|
|
$
|
(444,871
|
)
|
|
$
|
(1,155,739
|
)
|
|
$
|
(667,720
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding - basic
|
|
251,058
|
|
|
249,181
|
|
|
250,696
|
|
|
248,865
|
|
||||
Weighted average shares outstanding - diluted
|
|
251,058
|
|
|
249,181
|
|
|
250,696
|
|
|
248,865
|
|
||||
Loss per share
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.66
|
)
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.68
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.66
|
)
|
Loss from discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
||||
Net loss attributable to Noble Corporation plc
|
|
$
|
(0.20
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(4.61
|
)
|
|
$
|
(2.68
|
)
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||
Drilling equipment and facilities
|
|
$
|
8,465,303
|
|
|
$
|
10,014,314
|
|
Construction in progress
|
|
81,186
|
|
|
88,904
|
|
||
Other
|
|
202,766
|
|
|
203,407
|
|
||
Property and equipment, at cost
|
|
$
|
8,749,255
|
|
|
$
|
10,306,625
|
|
|
|
September 30, 2020 (1)
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
||||||||
4.90% Senior Notes due August 2020
|
|
$
|
62,535
|
|
|
$
|
1,322
|
|
|
$
|
62,505
|
|
|
$
|
60,660
|
|
4.625% Senior Notes due March 2021
|
|
79,937
|
|
|
1,623
|
|
|
79,854
|
|
|
64,262
|
|
||||
3.95% Senior Notes due March 2022
|
|
21,213
|
|
|
185
|
|
|
21,181
|
|
|
12,170
|
|
||||
7.75% Senior Notes due January 2024
|
|
397,025
|
|
|
3,807
|
|
|
389,800
|
|
|
211,035
|
|
||||
7.95% Senior Notes due April 2025
|
|
450,000
|
|
|
4,550
|
|
|
446,962
|
|
|
228,515
|
|
||||
7.875% Senior Notes due February 2026
|
|
750,000
|
|
|
184,133
|
|
|
739,371
|
|
|
546,353
|
|
||||
6.20% Senior Notes due August 2040
|
|
393,597
|
|
|
5,349
|
|
|
390,526
|
|
|
149,134
|
|
||||
6.05% Senior Notes due March 2041
|
|
395,000
|
|
|
4,290
|
|
|
389,809
|
|
|
142,646
|
|
||||
5.25% Senior Notes due March 2042
|
|
483,619
|
|
|
5,238
|
|
|
478,122
|
|
|
176,265
|
|
||||
8.95% Senior Notes due April 2045
|
|
400,000
|
|
|
4,092
|
|
|
390,763
|
|
|
164,664
|
|
||||
Seller loans:
|
|
|
|
|
|
|
|
|
||||||||
Seller-financed secured loan due September 2022
|
|
—
|
|
|
—
|
|
|
62,453
|
|
|
36,968
|
|
||||
Seller-financed secured loan due February 2023
|
|
—
|
|
|
—
|
|
|
55,658
|
|
|
31,175
|
|
||||
Credit facility:
|
|
|
|
|
|
|
|
|
||||||||
2017 Credit Facility matures January 2023
|
|
545,000
|
|
|
545,000
|
|
|
335,000
|
|
|
335,000
|
|
||||
Total debt
|
|
3,977,926
|
|
|
759,589
|
|
|
3,842,004
|
|
|
2,158,847
|
|
||||
Less: Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
(62,505
|
)
|
|
(60,660
|
)
|
||||
Long-term debt (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
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
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(1,054
|
)
|
|
(1,054
|
)
|
|||
Amounts reclassified from AOCI
|
|
549
|
|
|
—
|
|
|
549
|
|
|||
Net other comprehensive income
|
|
549
|
|
|
(1,054
|
)
|
|
(505
|
)
|
|||
Balance at September 30, 2019
|
|
$
|
(37,410
|
)
|
|
$
|
(18,966
|
)
|
|
$
|
(56,376
|
)
|
|
|
|
|
|
|
|
||||||
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
|
)
|
Activity during period:
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
863
|
|
|
863
|
|
|||
Amounts reclassified from AOCI
|
|
569
|
|
|
—
|
|
|
569
|
|
|||
Net other comprehensive income (loss)
|
|
569
|
|
|
863
|
|
|
1,432
|
|
|||
Balance at September 30, 2020
|
|
$
|
(38,930
|
)
|
|
$
|
(19,566
|
)
|
|
$
|
(58,496
|
)
|
(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 12— Employee Benefit Plans” for additional information.
|
|
|
September 30, 2020
|
|
December 31, 2019
|
||||
Current contract assets
|
|
$
|
10,791
|
|
|
$
|
21,292
|
|
Noncurrent contract assets
|
|
4,638
|
|
|
9,508
|
|
||
Total contract assets
|
|
15,429
|
|
|
30,800
|
|
||
|
|
|
|
|
||||
Current contract liabilities (deferred revenue)
|
|
(36,045
|
)
|
|
(34,196
|
)
|
||
Noncurrent contract liabilities (deferred revenue)
|
|
(24,002
|
)
|
|
(30,859
|
)
|
||
Total contract liabilities
|
|
$
|
(60,047
|
)
|
|
$
|
(65,055
|
)
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
Net balance at December 31, 2018
|
|
$
|
47,664
|
|
|
$
|
(80,753
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(22,985
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
16,984
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
38,255
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(28,521
|
)
|
||
Total
|
|
(6,001
|
)
|
|
9,734
|
|
||
|
|
|
|
|
||||
Net balance at September 30, 2019
|
|
$
|
41,663
|
|
|
$
|
(71,019
|
)
|
|
|
|
|
|
||||
Net balance at December 31, 2019
|
|
$
|
30,800
|
|
|
$
|
(65,055
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(22,736
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
7,365
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
46,523
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(41,515
|
)
|
||
Total
|
|
(15,371
|
)
|
|
5,008
|
|
||
|
|
|
|
|
||||
Net balance at September 30, 2020
|
|
$
|
15,429
|
|
|
$
|
(60,047
|
)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||||||
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and beyond
|
|
Total
|
||||||||||||
Floaters
|
|
$
|
6,773
|
|
|
$
|
23,248
|
|
|
$
|
10,161
|
|
|
$
|
5,866
|
|
|
$
|
375
|
|
|
$
|
46,423
|
|
Jackups
|
|
4,657
|
|
|
7,227
|
|
|
1,740
|
|
|
—
|
|
|
—
|
|
|
13,624
|
|
||||||
Total
|
|
$
|
11,430
|
|
|
$
|
30,475
|
|
|
$
|
11,901
|
|
|
$
|
5,866
|
|
|
$
|
375
|
|
|
$
|
60,047
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Floaters
|
|
$
|
127,286
|
|
|
$
|
131,039
|
|
|
$
|
367,304
|
|
|
$
|
428,272
|
|
Jackups
|
|
99,764
|
|
|
128,389
|
|
|
347,251
|
|
|
376,474
|
|
||||
Total
|
|
$
|
227,050
|
|
|
$
|
259,428
|
|
|
$
|
714,555
|
|
|
$
|
804,746
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Non-US
|
|
US
|
|
Non-US
|
|
US
|
||||||||
Interest cost
|
|
$
|
450
|
|
|
$
|
1,892
|
|
|
$
|
418
|
|
|
$
|
2,178
|
|
Return on plan assets
|
|
(517
|
)
|
|
(2,919
|
)
|
|
(595
|
)
|
|
(2,578
|
)
|
||||
Recognized net actuarial loss
|
|
3
|
|
|
716
|
|
|
2
|
|
|
693
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(64
|
)
|
|
$
|
(311
|
)
|
|
$
|
(175
|
)
|
|
$
|
293
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Non-US
|
|
US
|
|
Non-US
|
|
US
|
||||||||
Interest cost
|
|
$
|
1,313
|
|
|
$
|
5,676
|
|
|
$
|
1,294
|
|
|
$
|
6,534
|
|
Return on plan assets
|
|
(1,510
|
)
|
|
(8,757
|
)
|
|
(1,843
|
)
|
|
(7,735
|
)
|
||||
Recognized net actuarial loss
|
|
7
|
|
|
2,149
|
|
|
7
|
|
|
2,078
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(190
|
)
|
|
$
|
(932
|
)
|
|
$
|
(542
|
)
|
|
$
|
877
|
|
|
|
September 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
|
|
$
|
11,247
|
|
|
$
|
11,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
||||||||||||
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Accounts receivable
|
|
$
|
31,230
|
|
|
$
|
(5,113
|
)
|
|
$
|
299
|
|
(1)
|
$
|
(5,113
|
)
|
Other current assets
|
|
(4,950
|
)
|
|
365
|
|
|
8,124
|
|
|
(322
|
)
|
||||
Other assets
|
|
1,483
|
|
|
9,037
|
|
|
2,750
|
|
|
11,033
|
|
||||
Accounts payable
|
|
(1,485
|
)
|
|
366
|
|
|
(14,564
|
)
|
|
56
|
|
||||
Other current liabilities
|
|
9,033
|
|
|
(47,919
|
)
|
|
9,002
|
|
|
(47,777
|
)
|
||||
Other liabilities
|
|
(7,869
|
)
|
|
(14,650
|
)
|
|
(7,869
|
)
|
|
(14,650
|
)
|
||||
Total net change in assets and liabilities
|
|
$
|
27,442
|
|
|
$
|
(57,914
|
)
|
|
$
|
(2,258
|
)
|
|
$
|
(56,773
|
)
|
|
|
Three Months Ended September 30, 2020
|
|
Nine Months Ended September 30, 2020
|
||||
Operating revenues
|
|
|
|
|
||||
Contract drilling services
|
|
$
|
183,265
|
|
|
$
|
557,171
|
|
Reimbursables and other
|
|
12,609
|
|
|
39,466
|
|
||
Non-debtor affiliates
|
|
25,650
|
|
|
81,625
|
|
||
|
|
221,524
|
|
|
678,262
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Contract drilling services
|
|
120,202
|
|
|
372,630
|
|
||
Reimbursables
|
|
11,468
|
|
|
35,438
|
|
||
Depreciation and amortization
|
|
90,208
|
|
|
282,598
|
|
||
General and administrative
|
|
15,468
|
|
|
105,978
|
|
||
Pre-petition charges
|
|
3,894
|
|
|
14,409
|
|
||
Loss on impairment
|
|
—
|
|
|
1,119,517
|
|
||
|
|
241,240
|
|
|
1,930,570
|
|
||
Operating loss
|
|
(19,716
|
)
|
|
(1,252,308
|
)
|
||
Other income (expense)
|
|
|
|
|
||||
Interest expense, net of amounts capitalized
|
|
(23,355
|
)
|
|
(164,421
|
)
|
||
Interest expense from non-debtor affiliates
|
|
(4,627
|
)
|
|
(33,421
|
)
|
||
Gain on extinguishment of debt, net
|
|
17,847
|
|
|
17,254
|
|
||
Interest income and other, net
|
|
7,300
|
|
|
8,559
|
|
||
Interest income from non-debtor affiliates
|
|
8,633
|
|
|
22,919
|
|
||
Reorganization items, net
|
|
(9,014
|
)
|
|
(9,014
|
)
|
||
Loss from continuing operations before income taxes
|
|
(22,932
|
)
|
|
(1,410,432
|
)
|
||
Income tax benefit (provision)
|
|
(25,395
|
)
|
|
225,136
|
|
||
Net loss
|
|
$
|
(48,327
|
)
|
|
$
|
(1,185,296
|
)
|
|
|
Nine Months Ended September 30, 2020
|
||
Cash flows from operating activities
|
|
|
||
Net loss
|
|
$
|
(1,185,296
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
||
Depreciation and amortization
|
|
282,598
|
|
|
Loss on impairment
|
|
1,119,517
|
|
|
Reorganization items, net
|
|
(11,531
|
)
|
|
Gain on extinguishment of debt, net
|
|
(17,254
|
)
|
|
Deferred income taxes
|
|
6,737
|
|
|
Amortization of share-based compensation
|
|
7,352
|
|
|
Other costs, net
|
|
(33,290
|
)
|
|
Changes in components of working capital:
|
|
|
||
Change in taxes receivable
|
|
28,130
|
|
|
Net changes in other operating assets and liabilities
|
|
24,320
|
|
|
Net changes in other operating assets and liabilities with non-debtor affiliates
|
|
(36,386
|
)
|
|
Net cash provided by operating activities
|
|
184,897
|
|
|
Cash flows from investing activities
|
|
|
||
Capital expenditures
|
|
(111,601
|
)
|
|
Proceeds from disposal of assets, net
|
|
1,191
|
|
|
Net cash used in investing activities
|
|
(110,410
|
)
|
|
Cash flows from financing activities
|
|
|
||
Borrowings on credit facilities
|
|
210,000
|
|
|
Repayments of senior notes
|
|
(101,132
|
)
|
|
Cash paid to settle equity awards
|
|
(1,010
|
)
|
|
Other financing activities with non-debtor affiliates
|
|
41,037
|
|
|
Taxes withheld on employee stock transactions
|
|
(417
|
)
|
|
Net cash provided by financing activities
|
|
148,478
|
|
|
Net increase in cash, cash equivalents and restricted cash
|
|
222,965
|
|
|
Cash, cash equivalents and restricted cash, beginning of period
|
|
73,682
|
|
|
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
296,647
|
|
|
|
|
|
Year Ending December 31,
|
||||||||||||||||||||||||
|
|
Total
|
|
2020 (1)
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2030
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Floaters (2)(3)
|
|
$
|
1,275,056
|
|
|
$
|
103,314
|
|
|
$
|
395,335
|
|
|
$
|
218,424
|
|
|
$
|
133,724
|
|
|
$
|
64,325
|
|
|
$
|
359,934
|
|
Jackups (4)
|
|
406,255
|
|
|
56,956
|
|
|
212,379
|
|
|
105,756
|
|
|
31,164
|
|
|
—
|
|
|
—
|
|
|||||||
Total (5)
|
|
$
|
1,681,311
|
|
|
$
|
160,270
|
|
|
$
|
607,714
|
|
|
$
|
324,180
|
|
|
$
|
164,888
|
|
|
$
|
64,325
|
|
|
$
|
359,934
|
|
Percent of Available Days Committed (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Floaters
|
|
|
|
46
|
%
|
|
42
|
%
|
|
21
|
%
|
|
14
|
%
|
|
8
|
%
|
|
8
|
%
|
||||||||
Jackups
|
|
|
|
56
|
%
|
|
43
|
%
|
|
20
|
%
|
|
4
|
%
|
|
—
|
%
|
|
—
|
%
|
||||||||
Total
|
|
|
|
51
|
%
|
|
43
|
%
|
|
21
|
%
|
|
9
|
%
|
|
4
|
%
|
|
4
|
%
|
(1)
|
Represents a three-month period beginning October 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 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. 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. Under the CEA, the table above includes awarded and remaining term of nine and a half years related to the Noble Tom Madden, six months to each of the Noble Bob Douglas and Noble Sam Croft, and one year to the Noble Don Taylor. The aforementioned additional backlog included in the table above was estimated using the current market rate, adjusted for a moderate discount rate.
|
(4)
|
In April 2020, we received notice from Saudi Arabian Oil Company 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 September 30,
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
|
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Jackups
|
|
62
|
%
|
|
89
|
%
|
|
680
|
|
|
985
|
|
|
(31
|
)%
|
|
$
|
146,625
|
|
|
$
|
130,339
|
|
|
12
|
%
|
Floaters
|
|
53
|
%
|
|
63
|
%
|
|
582
|
|
|
691
|
|
|
(16
|
)%
|
|
218,821
|
|
|
189,773
|
|
|
15
|
%
|
||
Total
|
|
57
|
%
|
|
76
|
%
|
|
1,262
|
|
|
1,676
|
|
|
(25
|
)%
|
|
$
|
179,900
|
|
|
$
|
154,827
|
|
|
16
|
%
|
(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 September 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
227,050
|
|
|
$
|
259,428
|
|
|
$
|
(32,378
|
)
|
|
(12
|
)%
|
Reimbursables and other (1)
|
|
14,786
|
|
|
16,098
|
|
|
(1,312
|
)
|
|
(8
|
)%
|
|||
|
|
241,836
|
|
|
275,526
|
|
|
(33,690
|
)
|
|
(12
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
137,180
|
|
|
175,929
|
|
|
(38,749
|
)
|
|
(22
|
)%
|
|||
Reimbursables (1)
|
|
13,369
|
|
|
13,779
|
|
|
(410
|
)
|
|
(3
|
)%
|
|||
Depreciation and amortization
|
|
88,896
|
|
|
109,616
|
|
|
(20,720
|
)
|
|
(19
|
)%
|
|||
General and administrative
|
|
15,662
|
|
|
17,565
|
|
|
(1,903
|
)
|
|
(11
|
)%
|
|||
Loss on impairments
|
|
—
|
|
|
595,510
|
|
|
(595,510
|
)
|
|
**
|
|
|||
|
|
255,107
|
|
|
912,399
|
|
|
(657,292
|
)
|
|
(72
|
)%
|
|||
Operating loss
|
|
$
|
(13,271
|
)
|
|
$
|
(636,873
|
)
|
|
$
|
623,602
|
|
|
(98
|
)%
|
(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)
|
||||||||||||||||||||
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
% Change
|
|
2020
|
|
2019
|
|
% Change
|
||||||||||
Jackups
|
|
74
|
%
|
|
93
|
%
|
|
2,472
|
|
|
2,957
|
|
|
(16
|
)%
|
|
$
|
140,512
|
|
|
$
|
127,296
|
|
|
10
|
%
|
Floaters
|
|
55
|
%
|
|
63
|
%
|
|
1,802
|
|
|
2,066
|
|
|
(13
|
)%
|
|
203,792
|
|
|
207,345
|
|
|
(2
|
)%
|
||
Total
|
|
64
|
%
|
|
78
|
%
|
|
4,274
|
|
|
5,023
|
|
|
(15
|
)%
|
|
$
|
167,199
|
|
|
$
|
160,212
|
|
|
4
|
%
|
(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.
|
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
714,555
|
|
|
$
|
804,746
|
|
|
$
|
(90,191
|
)
|
|
(11
|
)%
|
Reimbursables and other (1)
|
|
46,510
|
|
|
46,604
|
|
|
(94
|
)
|
|
—
|
%
|
|||
|
|
761,065
|
|
|
851,350
|
|
|
(90,285
|
)
|
|
(11
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
442,479
|
|
|
516,522
|
|
|
(74,043
|
)
|
|
(14
|
)%
|
|||
Reimbursables (1)
|
|
41,387
|
|
|
38,555
|
|
|
2,832
|
|
|
7
|
%
|
|||
Depreciation and amortization
|
|
227,301
|
|
|
323,504
|
|
|
(96,203
|
)
|
|
(30
|
)%
|
|||
General and administrative
|
|
106,504
|
|
|
149,816
|
|
|
(43,312
|
)
|
|
(29
|
)%
|
|||
Loss on impairments
|
|
1,119,517
|
|
|
595,510
|
|
|
524,007
|
|
|
**
|
|
|||
|
|
1,937,188
|
|
|
1,623,907
|
|
|
313,281
|
|
|
19
|
%
|
|||
Operating loss
|
|
$
|
(1,176,123
|
)
|
|
$
|
(772,557
|
)
|
|
$
|
(403,566
|
)
|
|
52
|
%
|
(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.
|
•
|
$40.6 million for sustaining capital;
|
•
|
$17.7 million in major projects, including subsea and other related projects; and
|
•
|
$44.6 million for rebillable capital and contract modifications.
|
•
|
seizure, nationalization or expropriation of property or equipment;
|
•
|
monetary policies, government credit rating downgrades and potential defaults, and foreign currency fluctuations and devaluations;
|
•
|
limitations on the ability to repatriate income or capital;
|
•
|
complications associated with repairing and replacing equipment in remote locations;
|
•
|
repudiation, nullification, modification or renegotiation of contracts;
|
•
|
limitations on insurance coverage, such as war risk coverage, in certain areas;
|
•
|
import-export quotas, wage and price controls and imposition of trade barriers;
|
•
|
delays in implementing private commercial arrangements as a result of government oversight;
|
•
|
compliance with and changes in taxation rules or policies;
|
•
|
compliance with and changes in various jurisdictional regulatory or financial requirements, including rig flagging and local ownership requirements;
|
•
|
other forms of government regulation and economic conditions that are beyond our control and that create operational uncertainty;
|
•
|
governmental corruption;
|
•
|
the occurrence or threat of epidemic or pandemic diseases or any government response to such occurrence or threat;
|
•
|
piracy; and
|
•
|
terrorist acts, war, revolution and civil disturbances.
|
•
|
procedural requirements for temporary import permits, which may be difficult to obtain;
|
•
|
the effect of certain temporary import permit regimes, where the duration of the permit does not coincide with the general term of the drilling contract; and
|
•
|
ongoing claims in Brazil related to withholding taxes payable on our service contracts.
|
•
|
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 United States 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*
|
|
|
|
|
|
10.5*†
|
|
|
|
|
|
10.6†
|
|
|
|
|
|
10.7†
|
|
|
|
|
|
10.8†
|
|
|
|
|
|
10.9†
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
22
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
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
|
|
November 5, 2020
|
Richard B. Barker
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
November 5, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
/s/ Richard B. Barker
|
|
November 5, 2020
|
Richard B. Barker
Director, Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Laura D. Campbell
|
|
November 5, 2020
|
Laura D. Campbell
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
|
NOBLE CORPORATION PLC
|
|||
10 BROOK STREET • SECOND FLOOR • LONDON • W1S 1BG • ENGLAND • + 44 20 3300 2300
|
•
|
the 2020 Other Cash Award Plan, effective as of July 1, 2020 (the “OCAP”);
|
•
|
the 2020 Short-Term Incentive Plan, as amended and restated as of July 1, 2020, (the “A/R STIP”); and
|
•
|
that certain $[•] Time-Vested Cash Award (Retention) previously granted to Executive effective as of [•] (the “Legacy TV Cash Award”) under the Noble Corporation plc 2015 Omnibus Incentive Plan (the “LTIP”).(1)
|
•
|
$[•] as a Clawback Participant under the A/R STIP;
|
•
|
$[•] as a Retention Award recipient and Clawback Participant under the OCAP;
|
•
|
$[•] as a Performance Award recipient and Clawback Participant under the OCAP; and
|
•
|
$[•] as a conditional early payment of the Legacy TV Cash Award.
|
(1)
|
Copies of the Cash Incentive Arrangements have been provided to Executive.
|
(2)
|
Executive constitutes a Clawback Participant for purposes of the A/R STIP.
|
(3)
|
The Up-Front Payments under the A/R STIP and the OCAP are subject to Clawback Restrictions set forth therein.
|
(4)
|
The Up-Front Payments under the Legacy TV Cash Award are subject to the clawback restrictions set forth in the attached Exhibit 1 (the “Amended TV Restrictions”).
|
(5)
|
In the event the Clawback Restrictions or Amended TV Restrictions are triggered, Executive shall be required to repay all or a portion of the Up-Front Payments to Noble, based on the applicable terms of the Cash Incentive Arrangements.
|
(6)
|
Executive’s receipt of the Up-Front Payments is contingent upon the forfeiture of the annual grant of 2020 awards made to Executive under the LTIP, which, for the avoidance of doubt, shall be forfeited at such time Executive electronically accepts this Letter Agreement as provided below.
|
(7)
|
The Qualified Termination definition (and related definitions therefor) set forth in the attached Exhibit 2 shall apply for purposes of the A/R STIP and the OCAP.
|
•
|
“Cause” means (i) the willful and continued failure of Executive to perform substantially Executive’s duties for Noble (other than any such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness); or (ii) the willful engaging by Executive in illegal conduct or gross misconduct that is materially and demonstrably detrimental to Noble and/or its affiliates, monetarily or otherwise. For purposes of this provision, no act, or failure to act, on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Noble. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by Noble’s Board of Directors, upon the instructions of Noble’s Executive Chairman or Chief Executive Officer or another senior officer of Noble or based upon the advice of counsel for Noble shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Noble and its affiliates.
|
•
|
“Disability” means a medically determinable physical or mental impairment (1) that prevents Executive from performing his or her employment duties in a satisfactory manner and is expected either to result in death or to last for a continuous period of not less than twelve months as determined by the Committee, or (2) for which Executive is eligible to receive disability income benefits under a long-term disability insurance plan maintained by Noble or a Subsidiary. Notwithstanding the foregoing, if an Award is subject to Section 409A of the Code, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i) to the extent necessary to avoid the imposition of any tax by such Section 409A of the Code.
|
•
|
“Good Reason” means any of the following (without Executive’s express written consent): (i) a material diminution in Executive’s base salary other than any diminution effected as a part of, and consistent with, a general reduction in salaries also applicable to other similarly situated employees or (ii) Noble’s requiring Executive to be based at any office or location more than 50 miles from Executive’s principal office or location other than such a change in office or location where there is no material diminution in Executive’s general overall responsibility. Notwithstanding the foregoing, Executive shall not have the right to terminate Executive’s employment hereunder for Good Reason unless (1) within 60 days of the initial existence of the condition or conditions giving rise to such right Executive provides written notice to the Corporate Secretary of Noble of the existence of such condition or conditions, and (2) Noble fails to remedy such condition or conditions within 30 days following the receipt of such written notice (the “Cure Period”). If any such condition is not remedied within the Cure Period, Executive must terminate Executive’s employment with Noble within a reasonable period of time, not to exceed 30 days, following the end of the Cure Period.
|
•
|
EBITDA Measure - Financial
|
•
|
Unpaid Downtime Measure - Operational
|
•
|
Safety Measure - Other
|
Safety Measure (25% Weighting Separately for Q3 and Q4)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
OCA 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)
|
OCA 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
|
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
|
|
November 5, 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
|
|
November 5, 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
|
November 5, 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
|
November 5, 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.
|
November 5, 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.
|
November 5, 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.
|
November 5, 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.
|
November 5, 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
|