10q10k10q10k.net

What changed in Noble Corp plc's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of Noble Corp plc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+363 added−412 removedSource: 10-K (2025-02-19) vs 10-K (2024-02-23)

Top changes in Noble Corp plc's 2024 10-K

363 paragraphs added · 412 removed · 296 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

42 edited+6 added−25 removed36 unchanged
Biggest changeWe own and operate all of the units included in the table. 9 Name Make Year Built (1) Water Depth Rating (feet) (2) Drilling Depth Capacity (feet) Location Status (3) Floaters—19 Drillships—15 Noble Bob Douglas GustoMSC P10000 2013 12,000 40,000 Guyana Active Noble Don Taylor GustoMSC P10000 2013 12,000 40,000 Guyana Active Noble Faye Kozack Samsung 96000 2013 12,000 40,000 Brazil Active Noble Gerry de Souza Samsung 120000 Double Hull 2011 12,000 40,000 Nigeria Active Noble Globetrotter I Globetrotter Class 2011 10,000 30,000 US Gulf of Mexico Active Noble Globetrotter II Globetrotter Class 2013 10,000 30,000 US Gulf of Mexico Active Noble Sam Croft GustoMSC P10000 2014 12,000 40,000 Guyana Active Noble Stanley Lafosse Samsung 96000 2014 12,000 40,000 US Gulf of Mexico Active Noble Tom Madden GustoMSC P10000 2014 12,000 40,000 Guyana Active Pacific Meltem Samsung 96000 2014 12,000 40,000 Las Palmas Stacked Pacific Scirocco Samsung 120000 Double Hull 2011 12,000 40,000 Las Palmas Stacked Noble Valiant Samsung 96000 2014 12,000 40,000 US Gulf of Mexico Active Noble Venturer Samsung 96000 2014 12,000 40,000 Ghana Active Noble Viking Samsung 96000 2014 12,000 40,000 Malaysia Active Noble Voyager Samsung 96000 2015 12,000 40,000 Suriname Active Semisubmersibles—4 Noble Deliverer DSS21-DPS2 2010 10,000 40,000 Australia Active Noble Developer DSS21-DPS2 2009 10,000 40,000 Trinidad & Tobago Available Noble Discoverer DSS21-DPS2 2009 10,000 40,000 Colombia Active Noble Explorer (4) DSS20-CAM-M 2003 3,281 30,000 Azerbaijan Stacked Independent Leg Cantilevered Jackups—13 Harsh environment—8 Noble Highlander F&G JU-2000E 2016 400 30,000 Denmark Stacked Noble Mick O’Brien F&G JU-3000N 2013 400 35,000 Qatar Active Noble Regina Allen F&G JU-3000N 2013 400 30,000 Argentina Active Noble Resilient MCS CJ50-X100 MC 2008 350 30,000 Denmark Active Noble Resolute MCS CJ50-X100 MC 2008 350 30,000 Netherlands Active Noble Resolve MCS CJ50-X100 MC 2009 350 30,000 Denmark Active Noble Tom Prosser F&G JU-3000N 2014 400 30,000 Malaysia Active Noble Reacher MCS CJ50-X100 MC 2009 350 30,000 Denmark Active Ultra-harsh environment—5 Noble Innovator MCS CJ70-150MC 2003 492 30,000 UK Active Noble Integrator MCS CJ70-X150 MD 2015 492 40,000 Norway Active Noble Interceptor MCS CJ70-X150 MD 2014 492 40,000 Denmark Available Noble Intrepid MCS CJ70-X150 MD 2014 492 40,000 UK Active Noble Invincible MCS CJ70-X150 MD 2016 492 40,000 Norway Active 10 (1) All of our current rigs were delivered to the Company new from the shipyard.
Biggest changeWe own and operate all of the units included in the table. 8 Name Make Year Built (1) Water Depth Rating (feet) (2) Drilling Depth Capacity (feet) Location Status (3) Floaters—27 Drillships—19 Noble Bob Douglas GustoMSC P10000 2013 12,000 40,000 Guyana Active Noble Don Taylor GustoMSC P10000 2013 12,000 40,000 Guyana Active Noble Faye Kozack Samsung 96000 2013 12,000 40,000 Brazil Active Noble Gerry de Souza Samsung 120000 Double Hull 2011 12,000 40,000 Nigeria Active Noble Globetrotter I Globetrotter Class 2011 10,000 30,000 US Gulf Active Noble Globetrotter II Globetrotter Class 2013 10,000 30,000 US Gulf Available Noble Sam Croft GustoMSC P10000 2014 12,000 40,000 Guyana Active Noble Stanley Lafosse Samsung 96000 2014 12,000 40,000 US Gulf Active Noble Tom Madden GustoMSC P10000 2014 12,000 40,000 Guyana Active Pacific Meltem (4) Samsung 96000 2014 12,000 40,000 Las Palmas Stacked Pacific Scirocco (4) Samsung 120000 Double Hull 2011 12,000 40,000 Las Palmas Stacked Noble Valiant Samsung 96000 2014 12,000 40,000 US Gulf Active Noble Venturer Samsung 96000 2014 12,000 40,000 Namibia Active Noble Viking Samsung 96000 2014 12,000 40,000 Malaysia Active Noble Voyager Samsung 96000 2015 12,000 40,000 Curacao Available Noble BlackRhino Gusto P10000 2014 12,000 40,000 US Gulf Active Ocean BlackHawk Gusto P10000 2014 12,000 40,000 US Gulf Active Ocean BlackHornet Gusto P10000 2014 12,000 40,000 US Gulf Active Ocean BlackLion Gusto P10000 2015 12,000 40,000 US Gulf Active Semisubmersibles—8 Noble Deliverer DSS21-DPS2 2010 10,000 40,000 Malaysia Available Noble Developer DSS21-DPS2 2009 10,000 40,000 Trinidad & Tobago Active Noble Discoverer DSS21-DPS2 2009 10,000 40,000 Colombia Active Noble Patriot Bingo 3000 1983 1,500 20,000 UK Active Ocean Apex Enhanced Victory 1976/2014 6,000 30,000 Australia Active Ocean Courage F&G ExD Millennium 2009 10,000 40,000 Brazil Active Ocean Endeavor Enhanced Victory 1975/2006 10,000 35,000 UK Active Ocean GreatWhite Moss CS-60E 2016 10,000 35,000 UK Active Independent Leg Cantilevered Jackups—13 Harsh environment—8 Noble Highlander F&G JU-2000E 2016 400 30,000 Denmark Stacked Noble Mick O’Brien F&G JU-3000N 2013 400 35,000 Qatar Active Noble Regina Allen F&G JU-3000N 2013 400 30,000 Argentina Active Noble Resilient MCS CJ50-X100 MC 2008 350 30,000 UK Active Noble Resolute MCS CJ50-X100 MC 2008 350 30,000 Netherlands Active Noble Resolve MCS CJ50-X100 MC 2009 350 30,000 Poland Active Noble Tom Prosser F&G JU-3000N 2014 400 30,000 Malaysia Active Noble Reacher MCS CJ50-X100 MC 2009 350 30,000 Denmark Active 9 Ultra-harsh environment—5 Noble Innovator MCS CJ70-150MC 2003 492 30,000 UK Active Noble Integrator MCS CJ70-X150 MD 2015 492 40,000 Norway Active Noble Interceptor MCS CJ70-X150 MD 2014 492 40,000 Denmark Available Noble Intrepid MCS CJ70-X150 MD 2014 492 40,000 UK Active Noble Invincible MCS CJ70-X150 MD 2016 492 40,000 Norway Active (1) All of our current rigs were delivered to the Company new from the shipyard.
The following terms generally describe the key aspects of our contracts: • contract duration extending over a specific period of time or a period necessary to drill a defined number of wells; • payment of compensation to us (generally in US dollars although some customers, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount for each day (“dayrate”) that the drilling unit is operating under contract (a lower rate or no compensation is payable during periods of equipment breakdown and repair or adverse weather or in the event operations are interrupted by other conditions, some of which may be beyond our control); 7 • provisions permitting early termination of the contract by the customer (i) if the unit is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract, or (iii) for convenience with the payment of contractually specified termination amounts; • provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time; • payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies; • provisions that allow us to recover our mobilization and demobilization costs associated with moving a drilling unit from one regional location to another which, under certain market conditions, may not allow us to receive full reimbursement of such costs; • provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; • provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts; and • provisions that allocate responsibility and liability through indemnification provisions for risks related to personal injury, property damage or loss, environmental damages, damage to the reservoir, and other matters.
The following terms generally describe the key aspects of our contracts: • contract duration extending over a specific period of time or a period necessary to drill a defined number of wells; 6 • payment of compensation to us (generally in US dollars although some customers, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount for each day (“dayrate”) that the drilling unit is operating under contract (a lower rate or no compensation is payable during periods of equipment breakdown and repair or adverse weather or in the event operations are interrupted by other conditions, some of which may be beyond our control); • provisions permitting early termination of the contract by the customer (i) if the unit is lost or destroyed, (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract, or (iii) for convenience with the payment of contractually specified termination amounts; • provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time; • payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies; • provisions that allow us to recover our mobilization and demobilization costs associated with moving a drilling unit from one regional location to another which, under certain market conditions, may not allow us to receive full reimbursement of such costs; • provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; • provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts; and • provisions that allocate responsibility and liability through indemnification provisions for risks related to personal injury, property damage or loss, environmental damages, damage to the reservoir, and other matters.
Environmental Responsibility Climate change is an environmental, social, and economic challenge facing everyone today. We are committed to continuous improvement and a sustainable energy future supported by our efforts to protect the environment throughout 13 our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity.
Environmental Responsibility Climate change is an environmental, social, and economic challenge facing everyone today. We are committed to continuous improvement and a sustainable energy future supported by our efforts to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases, and public conference calls.
The SEC 12 maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our website address is http://www.noblecorp.com. Investors should also note that we announce material financial information in SEC filings, press releases, and public conference calls.
Drillships can stay directly over the drilling location without anchors in open seas using a dynamic positioning system (“DPS”), which coordinates position references from satellite signals and acoustic seabed transponders with the drillship's six to eight thrusters to keep the ship directly over the well that is being drilled.
Drillships can stay directly over the drilling location without anchors in open seas using a dynamic positioning system 7 (“DPS”), which coordinates position references from satellite signals and acoustic seabed transponders with the drillship's six to eight thrusters to keep the ship directly over the well that is being drilled.
Drillships are selected to drill oil and gas wells for programs that require a high level of simultaneous operations, where drilling loads are expected to be high, or 8 where there are occurrences of high ocean currents, where the drillship's hull shape is the most efficient.
Drillships are selected to drill oil and gas wells for programs that require a high level of simultaneous operations, where drilling loads are expected to be high, or where there are occurrences of high ocean currents, where the drillship's hull shape is the most efficient.
We maintain a global operational presence and compete in many of the major offshore oil and gas basins worldwide with a primary focus on the ultra-deepwater market and the harsh and ultra-harsh environment jackup markets.
We maintain a global operational presence and compete in many of the major offshore oil and gas basins worldwide with a primary focus on the deepwater and ultra-deepwater market and the harsh and ultra-harsh environment jackup and floater markets.
However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years. Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows.
However, we expect many of these stranded newbuild rigs may continue to make their way into the global market over the next few years. Although the market outlook in our business varies by geographical region and water depth, we remain encouraged by the long-term outlook in the ultra-deepwater floater market, with overall demand having increased from 2020 lows.
This type of drilling unit typically exhibits excellent stability characteristics, providing a stable platform for drilling in even rough seas. Semisubmersible drilling units hold their position over the drilling location using either an anchored mooring system or a DPS and may be self-propelled. Noble’s fleet consists of 4 moored ultra-deepwater semisubmersible drilling units. Jackups .
This type of drilling unit typically exhibits excellent stability characteristics, providing a stable platform for drilling in even rough seas. Semisubmersible drilling units hold their position over the drilling location using either an anchored mooring system or a DPS and may be self-propelled. Noble’s fleet consists of 8 moored ultra-deepwater semisubmersible drilling units. Jackups .
Noble's fleet consists of 15 drillships capable of water depths from 10,000 feet to 12,000 feet. Semisubmersible drilling units are designed as a floating drilling platform incorporating one or several pontoon hulls, which are submerged in the water to lower the center of gravity and make this type of drilling unit exceptionally stable in the open sea.
Noble's fleet consists of 19 drillships capable of water depths from 10,000 feet to 12,000 feet. Semisubmersible drilling units are designed as a floating drilling platform incorporating one or several pontoon hulls, which are submerged in the water to lower the center of gravity and make this type of drilling unit exceptionally stable in the open sea.
The Code of Conduct also includes our 12 responsibility and commitment to follow all applicable laws as well as our own internal policies, and extends requirements to any supplier or third party who works with Noble to comply with similar fundamental principles. Operating our business in a socially responsible way is integral to our identity.
The Code of Conduct also includes our responsibility and commitment to follow all applicable laws as well as our own internal policies, and extends requirements to any supplier or third party who works with Noble to comply with similar fundamental principles. 11 Operating our business in a socially responsible way is integral to our identity.
This leads to an increased number of rig contract start-ups, both with different customers and different regions, which may require incremental resources and cost. Additionally, this has resulted in, and is likely to continue to result in, lower overall effective utilization for our fleet driven by more idle time between contracts.
This leads to an increased number of rig contract start-ups, both with different customers and among different regions, which may require incremental resources and costs. Additionally, this has resulted in, and is likely to continue to result in, lower overall effective utilization for our fleet driven by more idle time between contracts.
Noble provides, through its subsidiaries, contract drilling services with a fleet of 32 offshore drilling units, consisting of 19 floaters and 13 jackups at the date of this report, focused largely on ultra-deepwater and harsh environment drilling opportunities in both established and emerging regions worldwide. Each type of drilling rig is described further below.
Noble provides, through its subsidiaries, contract drilling services with a fleet of 40 offshore drilling units, consisting of 27 floaters and 13 jackups at the date of this report, focused largely on ultra-deepwater and harsh environment drilling opportunities in both established and emerging regions worldwide. Each type of drilling rig is described further below.
At December 31, 2023, our fleet was operating in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf of Mexico. Our fleet consists of the following types of mobile offshore drilling units: Floaters .
At December 31, 2024, our fleet was operating in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf. Our fleet consists of the following types of mobile offshore drilling units: Floaters .
Documents and information on our website or our social media channels are not incorporated by reference herein. 14
Documents and information on our website or our social media channels are not incorporated by reference herein. 13
On September 30, 2022 (the “Merger Effective Date”), pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Cayman, Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble.
On September 30, 2022 (the “Merger Effective Date”), pursuant to a business combination agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble (as defined below), Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble.
We place considerable value on the training and development of our employees. Accordingly, we conduct formal and informal meetings with employees, regular executive-led podcasts, issue periodic publications of Company activities, and other matters of interest to the Company’s OneNoble app and offer a variety of training, including in-house through NobleAdvances, our state-of-the-art training facility in Sugar Land, Texas.
Accordingly, we conduct formal and informal meetings with employees, regular executive-led podcasts, issue periodic publications of Company activities, and other matters of interest to the Company’s OneNoble app and offer a variety of training, including in-house through NobleAdvances, our state-of-the-art training facility in Texas.
References in this Annual Report on Form 10-K 6 to “Noble,” the “Company,” “we,” “us” and “our” refer collectively to (i) Legacy Noble and its consolidated subsidiaries prior to the Emergence Effective Date, (ii) Noble Cayman and its consolidated subsidiaries on and after the Emergence Effective Date and prior to the Merger Effective Date, and (iii) Noble and its consolidated subsidiaries (including Noble Cayman) on and after the Merger Effective Date, as applicable.
References in this Annual Report on Form 10-K to “Noble,” the “Company,” “we,” “us,” and “our” refer collectively to (i) Noble Cayman and its consolidated subsidiaries prior to the Merger Effective Date, (ii) Noble and its consolidated subsidiaries (including Noble Cayman) on and after the Merger Effective Date, and (iii) Noble and its consolidated subsidiaries on and after the Diamond Closing Date, as applicable.
(3) Rigs listed as “active” are operating, preparing to operate or under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked; rigs listed as “shipyard” are in a shipyard or preparing to enter a shipyard for construction, repair, refurbishment or upgrade; rigs listed as “stacked” are idle without a contract, have reduced or no crew, or are not actively marketed in present market conditions.
(3) Rigs listed as “active” are operating, preparing to operate, or under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked; rigs listed as “stacked” are idle without a contract, have reduced or no crew, or are not actively marketed in present market conditions.
Daily, the crew onboard each rig works together to achieve specific safety and environmental objectives and if all objectives are met, then the day is counted as a SAFE Day. Under our SAFE Day program, in 2023, our rigs achieved the SAFE objectives 98.7% of available days, which is a slight improvement over 2022 performance.
Daily, the crew onboard each rig works together to achieve specific safety and environmental objectives and if all objectives are met, then the day is counted as a SAFE Day. Under our SAFE Day program, in 2024, our rigs achieved the SAFE objectives 98.6% of available days, which has remained flat compared to 2023 performance.
The following table presents certain information concerning our offshore fleet at February 22, 2024.
The following table presents certain information concerning our offshore fleet at February 18, 2025.
The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: Successor Predecessor Period From Period From February 6, 2021 January 1, 2021 Year Ended Year Ended through through December 31, 2023 December 31, 2022 December 31, 2021 February 5, 2021 Exxon Mobil Corporation (“ExxonMobil”) 24.5 % 32.3 % 39.1 % 29.8 % Shell plc 13.6 % 12.0 % 13.3 % 30.0 % TotalEnergies 10.5 % 9.7 % 3.3 % — % Saudi Arabian Oil Company (“Saudi Aramco”) — % — % 9.8 % 13.9 % No other customer accounted for more than 10 percent of our consolidated operating revenues in 2023, 2022, or 2021.
The following table sets forth revenues from our customers as a percentage of our consolidated operating revenues: Year Ended Year Ended Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Exxon Mobil Corporation (“ExxonMobil”) 22.1 % 24.5 % 32.3 % Shell plc 12.3 % 13.6 % 12.0 % TotalEnergies 6.3 % 10.5 % 9.7 % No other customer accounted for more than 10 percent of our consolidated operating revenues in 2024, 2023, or 2022.
This had a positive impact on both utilization and day rates for certain of our rig classes. The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards.
The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards.
Human Capital At December 31, 2023, we had approximately 3,600 employees, excluding approximately 1,700 persons we engaged through labor contractors or agencies. Approximately 79% percent of our workforce is located offshore.
Human Capital At December 31, 2024, we had approximately 5,000 employees, excluding approximately 1,400 persons we engaged through labor contractors or agencies. Approximately 80% percent of our workforce is located offshore.
As of December 31, 2023, our fleet of 32 drilling rigs consisted of 19 floaters and 13 jackups.
As of December 31, 2024, our fleet of 40 drilling rigs consisted of 27 floaters and 13 jackups.
In order to enable regular feedback loops and a continuous focus on employee engagement, we have implemented quarterly Employee Engagement Surveys, results of which are shared with the organization and leaders engage their teams in a conversation regarding the results and subsequent actions.
In order to enable regular feedback loops and a continuous focus on employee engagement, we implement semi-annual Employee Engagement Surveys, results of which are shared with the organization and leaders engage their teams in a conversation regarding the results and subsequent actions. Noble also focuses on enabling performance through continuous conversations between the leader and the employee.
(4) Rig is held for sale as of December 31, 2023. Market The offshore contract drilling industry is a highly competitive and cyclical business. Demand for offshore drilling services is driven by the offshore exploration and development programs of oil and gas operators, which in turn are influenced by many factors.
(4) In February 2025, we committed to a plan to sell the Pacific Meltem and Pacific Scirocco . Market The offshore contract drilling industry is a highly competitive and cyclical business. Demand for offshore drilling services is driven by the offshore exploration and development programs of oil and gas operators, which in turn are influenced by many factors.
Significant Customers During the three years ended December 31, 2023, we principally conducted our contract drilling operations in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf of Mexico.
Each of these factors has the potential to adversely impact our ability to conduct our day-to-day operations and manage costs. Significant Customers During the three years ended December 31, 2024, we principally conducted our contract drilling operations in Africa, Far East Asia, the Middle East, the North Sea, Oceania, South America, and the US Gulf.
While we remain encouraged about increasing overall rig demand, to the extent global macroeconomic concerns become more prevalent, we could experience downward pressure on oil and gas prices as well as overall rig demand for both floaters and jackups. As of the date of this report, the majority of our jackup fleet is positioned in the North Sea.
Our customers continue to focus on our highest specification floaters, which represents the majority of our floater fleet. While 10 we remain encouraged about overall rig demand, to the extent global macroeconomic concerns become more prevalent, we could experience downward pressure on oil and gas prices as well as overall rig demand for both floaters and jackups.
Internally, our employee-focused programs, such as training and continuing education, our promotion and advancement program, diversity, equity, and inclusion, recruitment initiatives, and retirement and benefits, are key to our commitment to the personal and professional growth of our workforce. Externally, our dedication is evidenced by our affiliations and how we contribute to and invest in the communities where we operate.
Internally, our employee-focused programs, such as training and continuing education, our promotion and advancement program, focus on inclusion and culture, recruitment initiatives, and retirement and benefits, are key to our commitment to the personal and professional growth of our workforce.
Noble is committed to operating with excellent health, safety, and environmental (“HSE”) performance as part of our business strategy in order to add further value for employees, customers, and shareholders.
We focus on engagement and retention of such individuals by aspiring to offer experiences and opportunities that demonstrate our commitment to their ongoing growth. Safety and Environmental Stewardship. Noble is committed to operating with excellent health, safety, and environmental (“HSE”) performance as part of our business strategy in order to add further value for employees, customers, and shareholders.
It is currently a similar story in the Norway ultra-harsh environment jackup market where current activity also remains below historical levels, despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels. While the length of contract terms has started to moderately increase, the overall market remains characterized by generally shorter-term contracts.
Similarly, the ultra-harsh environment jackup market in Norway also remains below historical levels despite the market being attractive to operators given it is characterized by low-cost and low-emission barrels. Returning to the broader offshore drilling market, while there are a number of multi-year contracts out for tender, the overall market remains characterized by generally shorter-term contracts.
Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble. For additional information on the Business Combination, see “Note 4 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information, see “Note 2 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. As a result of the Merger, Noble became the successor issuer to Noble Cayman for purposes of and pursuant to the Exchange Act.
We actively look to collaborate with our customers to evaluate economic alternatives for reducing the carbon footprint of our drilling rigs. Contract Drilling Services We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business.
Contract Drilling Services We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business.
As of December 31, 2023, this metric was only available to vessels owned by Noble prior to the Business Combination with Maersk Drilling and all but four vessels acquired as part of the Business Combination. Once integration activities are completed during the first quarter of 2024, all current Noble vessels will utilize this program. Training and Continuing Education.
As of December 31, 2024, this metric is only available for vessels owned by Noble prior to the Diamond Transaction. As integration activities are completed throughout 2025, all current Noble vessels will utilize this program. Training and Continuing Education. We place considerable value on the training and development of our employees.
As part of our DEI policy, Noble aspires to: • Promote equal opportunity and non-discrimination • Build diverse talent and fostering inclusion • Safeguard good working conditions Noble’s DEI initiatives include diverse recruitment shortlists, efforts to build diverse talent pipelines, and promoting inclusion to provide healthy working conditions that enable our employees to reach their full potential.
As part of these initiatives, Noble is committed to the promotion of equal opportunity and non-discrimination and aspires to not only promote an environment and culture of inclusion, but also provide healthy working conditions that enable our employees to reach their full potential.
Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and sustainable role in meeting this demand. We expect inflationary pressures to persist, which has led or may lead to increased costs of services.
Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet energy needs both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.
During 2023, Noble implemented a new approach across the combined organization which focuses on enabling performance through continuous conversations between the leader and the employee. The conversations are intended to take place at least twice a year and follow a structured framework pertaining to contributions, engagement, and development, and incorporate two-way feedback.
The conversations are intended to take place at least twice a year and follow a structured framework pertaining to contributions, engagement, and development, and incorporate two-way feedback. We also identify high-performing and high-potential individuals within Noble and aspire to ensure succession planning regarding all critical positions.
Our industry could be further challenged as our customers rebalance their capital investments more towards alternative energy sources. However, at the same time, there continues to be a global dependence on the combustion of hydrocarbons to provide reliable and affordable energy. Low-cost and low-emission barrels are still necessary to meet energy needs, both current and future.
Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs. Ultimately, however, there continues to be a global dependence on products made from hydrocarbons and on the combustion of hydrocarbons to provide reliable and affordable energy.
Talent Management. Noble is committed to a number of initiatives that directly support our employee talent management. Noble has implemented a Diversity, Equity, and Inclusion (“DEI”) policy reflecting the Company’s commitment to and outlining the Company’s efforts regarding DEI.
Externally, our dedication is evidenced by our affiliations and how we contribute to and invest in the communities where we operate. Talent Management. Noble is committed to a number of initiatives that directly support our employee talent management.
Since 2021, oil prices have generally remained at levels that are supportive of offshore exploration and development activity.
The offshore drilling industry has historically experienced significant volatility and change. In recent years, however, oil prices have generally remained at levels that are supportive of offshore exploration and development activity. While ongoing geopolitical and macroeconomic factors continue to create some uncertainty relating to future global energy demand, global offshore rig demand has generally remained robust since 2021.
While we are starting to see some increased tender activity in the UK North Sea, overall activity levels remain subdued compared to historical levels.
As of the date of this report, the majority of our jackup fleet is positioned in the North Sea. While we have seen generally stable demand in the UK and southern North Sea in recent years, overall activity levels in the region remain subdued compared to historical levels.
Removed
On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc, a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its wholly-owned subsidiaries, including Noble Finance Company, an exempted company incorporated in the Cayman Islands with limited liability (“Finco”), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).
Added
Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble. On June 9, 2024, Noble entered into an agreement and plan of merger (the “Diamond Merger Agreement”) with Diamond Offshore Drilling, Inc.
Removed
On September 4, 2020, the Debtors (as defined herein) filed with the Bankruptcy Court the Joint Plan of Reorganization of Noble Corporation plc and its Debtor Affiliates, which was subsequently amended on October 8, 2020 and October 13, 2020 and modified on November 18, 2020 (as amended, modified or supplemented, the “Plan”), and the related disclosure statement.
Added
(“Diamond”), Dolphin Merger Sub 1, Inc., and Dolphin Merger Sub 2, Inc., under which Noble would acquire Diamond in a stock plus cash transaction (the “Diamond Transaction”). On September 4, 2024 (the “Diamond Closing Date”), Noble completed its acquisition of Diamond.
Removed
On September 24, 2020, six additional subsidiaries of Legacy Noble (together with Legacy Noble and its subsidiaries that filed on the Petition Date, as the context requires, the “Debtors”) filed voluntary petitions in the Bankruptcy Court. The chapter 11 proceedings were jointly administered under the caption Noble Corporation plc, et al. (Case No. 20-33826) (the “Chapter 11 Cases”).
Added
During 2023 and 2024, the total level of global floater and jackup demand exceeded 2020 early pre-pandemic highs, albeit with some moderation over the past 12 months as upstream capital discipline has resulted in a slight reduction in contracted offshore rig demand compared to early 2024 peak levels.
Removed
On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan.
Added
As a result, utilization and leading edge dayrates for certain rig classes have recently plateaued or decreased. A further softening of utilization in 2025 could result in corresponding dayrate pressure in certain situations due to a more competitive bidding environment.
Removed
In connection with the Chapter 11 Cases and the Plan, on and prior to the Emergence Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), as an indirect wholly owned subsidiary of Legacy Noble and transferred to Noble Cayman substantially all of the subsidiaries and other assets of Legacy Noble.
Added
While inflationary pressures in our industry have eased since 2023, our cost profile remains sensitive to global labor market conditions, capital intensive repair and maintenance scopes on our rigs, global trade and sanctions regimes, and geopolitical crises and their respective regional and global ramifications.
Removed
On February 5, 2021 (the “Emergence Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble Cayman became the new parent company. In accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law.
Added
Noble has learned that technical skills are not enough to keep pace in our fast-changing offshore environments. NobleAdvances allows us to deliver scenario-based drilling and marine training with a strong focus on communication, biases, and emergency decision making. This approach is designed to enable Noble employees to execute our procedures effectively and solve complex technical problems in challenging offshore conditions.
Removed
The Bankruptcy Court closed the Chapter 11 Cases with respect to all Debtors other than Legacy Noble, pending its wind down.
Removed
As a result of the emergence from the Chapter 11 Cases, Noble Cayman became the successor issuer to Legacy Noble for purposes of and pursuant to the Exchange Act. As a result of the Merger, Noble became the successor issuer to Noble Cayman for purposes of and pursuant to Rule 12g-3(a) of the Exchange Act.
Removed
Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations (“ASC 852”). The application of fresh start accounting resulted in a new basis of accounting and the Company becoming a new entity for financial reporting purposes.
Removed
Accordingly, our financial statements and notes after the Emergence Effective Date are not comparable to our financial statements and notes on and prior to that date. Strategy Our business strategy is centered around seeking to engage in efficient, reliable, and safe offshore drilling to provide the best services for our customers.
Removed
We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions, and customers. The Company has a track record of high utilization coupled with a commitment to safety and customer satisfaction. We strive to be a leader in industry innovation and sustainability.
Removed
Our fleet consists predominately of technically advanced units equipped with sophisticated systems and components prepared to execute our customers’ complicated offshore drilling programs safely and with greater efficiency contributing to an overall reduction of our carbon footprint.
Removed
We are primarily focused on the ultra-deepwater market and the harsh and ultra-harsh environment jackup markets, which typically present more technically challenging conditions in which to operate.
Removed
We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews and onshore support staff, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our environmental sustainability, social responsibility, and good governance.
Removed
We also manage rig operating costs through the implementation and ongoing improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology. Our organization prioritizes financial discipline, cash flow generation, and returning cash to shareholders.
Removed
We will focus on providing that our fleet of floating and jackup rigs meet the demands of complex drilling programs required by our customers as well as ensuring that we continue to maintain a strong financial position. Climate change is an environmental, social, and economic challenge facing everyone today.
Removed
We are committed to ongoing improvement and a sustainable energy future, supported by our efforts to protect the environment throughout our operations and safely provide reliable and efficient services to allow access to resources essential for human and economic prosperity.
Removed
Over the last decade, the offshore drilling industry has experienced significant volatility and change. After several years of a significantly oversupplied rig market, industry conditions had started to gradually improve in 2019. However, in the first half of 2020, this gradual recovery was abruptly halted by production disagreements among OPEC+ members and the global COVID-19 pandemic.
Removed
This had a negative impact on both utilization and dayrates for the offshore drilling industry and led to further financial challenges for many drilling and other service companies. However, by early 2021, oil prices returned to pre-pandemic levels and continued to rise throughout 2021.
Removed
While ongoing geopolitical crises and related sanctions, inflationary pressures and the subsequent government and central bank efforts to curb inflation, recession concerns, and supply chain disruptions have created some uncertainty relating to future global energy demand, global rig demand has increased since 2021.
Removed
This increase in global rig demand has been the result of the combination of growing confidence in commodity prices remaining at or above current levels, heightened focus on energy security, recent multi-year underinvestment in the development and exploration of hydrocarbons, and relative attractiveness of offshore plays with respect to both cost and a carbon emissions perspective.
Removed
Our customers continue to focus on the highest specification floaters, which represents the majority of our floater fleet. We have also experienced an overall demand increase in the global jackup market, with the Middle East being the largest component of 11 this increase.
Removed
Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, and their respective regional and global ramifications, have the potential to negatively impact our ability to conduct our day-to-day operations.
Removed
We also identify high-performing and high-potential individuals within Noble and aspire to ensure succession planning regarding all critical positions. We focus on engagement and retention of such individuals by aspiring to offer experiences and opportunities that demonstrate our commitment to their ongoing growth. Safety and Environmental Stewardship.
Removed
NobleAdvances and our experienced team of instructors have provided introductory, intermediate, and advanced level, well-specific scenario training for Noble employees, industry professionals, and third-party industry service providers. NobleAdvances allows us to deliver Noble-specific training that includes our policies, procedures, and culture. Incorporating this into our well control, compliance, and cyber training has proven to be important to training.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

129 edited+29 added−44 removed158 unchanged
Biggest changeUpgrades, refurbishment, and repair of rigs are subject to risks, including delays and cost overruns, that could have an adverse impact on our available cash resources and results of operations. We will continue to make upgrades, refurbishment, and repair expenditures to our fleet from time to time, some of which may be unplanned.
Biggest changeAny failure, or perceived failure, by Noble or third-party service providers to comply with Noble’s privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in loss of revenue, reputational harm, and could be subject to legal or regulatory claims or proceedings, including enforcement actions under data privacy or disclosure regulations, which may result in significant expenditures, fines, or liabilities and could have an adverse effect on our operating results and financial condition. 23 Upgrades, refurbishment, and repair of rigs are subject to risks, including delays and cost overruns, that could have an adverse impact on our available cash resources and results of operations.
For example, we currently have joint ventures with local owners or partners that were entered into in the ordinary course of business to satisfy local content requirements in certain African countries, countries in the Middle East, and Mexico and other applicable jurisdictions in which we operate.
For example, we currently have joint ventures with local owners or partners that were entered into in the ordinary course of business to satisfy local content requirements in certain African countries, countries in the Middle East, Mexico, and other applicable jurisdictions in which we operate.
In addition, each of our drilling units must assessed by a classification society, which conducts a surveys and reviews for physical and operational compliance with the rules of the classification society and the requirements of the flag state, signifying that such drilling rig has been constructed, maintained, crewed, and operated in accordance with the rules of the classification society and complies with applicable rules and regulations of the flag state (also referred to as being “in-class”).
In addition, each of our drilling units must assessed by a classification society, which conducts surveys and reviews for physical and operational compliance with the rules of the classification society and the requirements of the flag state, signifying that such drilling rig has been constructed, maintained, crewed, and operated in accordance with the rules of the classification society and complies with applicable rules and regulations of the flag state (also referred to as being “in-class”).
Some insurance carriers may decide not to offer insurance to companies operating in the Oil & Gas industry, potentially resulting in less available insurance capacity and/or higher rates. In addition, our insurance carriers may interpret our insurance policies such that they do not cover losses for which we make claims.
Some insurance carriers may decide not to offer insurance to companies operating in the oil and gas industry, potentially resulting in less available insurance capacity and/or higher rates. In addition, our insurance carriers may interpret our insurance policies such that they do not cover losses for which we make claims.
These projects typically become more time consuming and expensive the older the fleet becomes and are subject to risks of cost overruns or delays inherent in any large construction project as a result of numerous factors, including the following: • shortages of equipment, materials, or skilled labor; • work stoppages and labor disputes; • unscheduled delays in the delivery of ordered materials and equipment; • local customs strikes or related work slowdowns that could delay importation of equipment or materials; • weather interferences; • difficulties in obtaining necessary permits or approvals or in meeting permit or approval conditions; • design and engineering problems; • inadequate regulatory support infrastructure in the local jurisdiction; • latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions; 24 • unforeseen increases in the cost of equipment, labor, and raw materials, particularly steel due to inflation or other factors; • unanticipated actual or purported change orders; • customer acceptance delays; • disputes with shipyards and suppliers; • delays in, or inability to obtain, access to funding; • shipyard availability, failures, and difficulties, including as a result of financial problems of shipyards or their subcontractors; and • failure or delay of third-party equipment vendors or service providers.
These projects typically become more time consuming and expensive the older the fleet becomes and are subject to risks of cost overruns or delays inherent in any large construction project as a result of numerous factors, including the following: ▪ shortages of equipment, materials, or skilled labor; ▪ work stoppages and labor disputes; ▪ unscheduled delays in the delivery of ordered materials and equipment; ▪ local customs strikes or related work slowdowns that could delay importation of equipment or materials; ▪ weather interferences; ▪ difficulties in obtaining necessary permits or approvals or in meeting permit or approval conditions; ▪ design and engineering problems; ▪ inadequate regulatory support infrastructure in the local jurisdiction; ▪ latent damages or deterioration to hull, equipment, and machinery in excess of engineering estimates and assumptions; ▪ unforeseen increases in the cost of equipment, labor, and raw materials, particularly steel due to inflation or other factors; ▪ unanticipated actual or purported change orders; ▪ customer acceptance delays; ▪ disputes with shipyards and suppliers; ▪ delays in, or inability to obtain, access to funding; ▪ shipyard availability, failures, and difficulties, including as a result of financial problems of shipyards or their subcontractors; and ▪ failure or delay of third-party equipment vendors or service providers.
While the price of oil and gas remains volatile, the level of activity in offshore oil and gas exploration and development can be extremely volatile and can be affected by numerous factors beyond our control, including: • worldwide production, current demand, and our customer’s views of future demand for oil and gas, • changes in the rate of economic growth in the global economy; • the cost of exploring for, developing, producing, and delivering oil and gas; • the ability of OPEC and OPEC+ to set and maintain production levels and pricing; • expectations regarding future energy prices; • increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development; • the relative cost of offshore oil and gas exploration versus onshore oil and gas production; • potential acceleration in the investment, development, and the price and availability, of alternative fuels or energy sources; • allocation of capital to exploration and production operations within customers’ broader portfolios; • the level of production in non-OPEC+ countries; • inventory levels and the cost and availability of storage and transportation of oil, gas, and their related products; • worldwide financial instability or recessions; • regulatory restrictions or any moratorium on offshore drilling or the availability of offshore lease or concession areas; • the discovery rate of new oil and gas reserves either onshore or offshore; • the rate of decline of existing and new oil and gas reserves; • available pipeline and other oil and gas transportation capacity; • oil refining capacity; • the ability of oil and gas companies to raise capital; • limitations on liquidity and available credit; • advances in exploration, development, and production technology either onshore or offshore; • technical advances affecting energy consumption, including the displacement of hydrocarbons; • merger, acquisition, and divestiture activity among oil and gas industry participants; • the availability of, and access to, suitable locations from which hydrocarbons can be produced; • adverse weather and sea conditions, including hurricanes, typhoons, cyclones, winter storms, and rough seas; 15 • the occurrence or threat of a major natural disaster, catastrophic event, epidemic, or pandemic diseases, as well as any governmental response to such occurrence or threat; • changes in and compliance with tax laws, regulations, and policies; • changes in and compliance with environmental laws, regulations, and other initiatives, including those involving alternative energy sources, the phase-out of fossil fuel consuming vehicles, and the risks of global climate change; • the political environment of oil-producing countries or regions, including uncertainty or instability resulting from civil disorder, geopolitical instability, border disputes, or an outbreak or escalation of armed hostilities or acts of war or terrorism, such as the conflict between Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications; and • the laws, regulations, and policies of governments regarding exploration and development of their oil and gas reserves or speculation regarding future laws or regulations.
While the price of oil and gas remains volatile, the level of activity in offshore oil and gas exploration and development can be extremely volatile and can be affected by numerous factors beyond our control, including: ▪ worldwide production, current demand, and our customer’s views of future demand for oil and gas; ▪ changes in the rate of economic growth in the global economy; ▪ the cost of exploring for, developing, producing, and delivering oil and gas; ▪ the ability of OPEC and OPEC+ to set and maintain production levels and pricing; ▪ expectations regarding future energy prices; ▪ increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development; ▪ the relative cost of offshore oil and gas exploration versus onshore oil and gas production; ▪ potential acceleration in the investment, development, and the price and availability of alternative fuels or energy sources; ▪ allocation of capital to exploration and production operations within customers’ broader portfolios; ▪ the level of production in non-OPEC+ countries; ▪ inventory levels and the cost and availability of storage and transportation of oil, gas, and their related products; ▪ worldwide financial instability or recessions; ▪ regulatory restrictions or any moratorium on offshore drilling or the availability of offshore lease or concession areas; ▪ the discovery rate of new oil and gas reserves either onshore or offshore; ▪ the rate of decline of existing and new oil and gas reserves; ▪ available pipeline and other oil and gas transportation capacity; ▪ oil refining capacity; ▪ the ability of oil and gas companies to raise capital; ▪ limitations on liquidity and available credit; ▪ advances in exploration, development, and production technology either onshore or offshore; ▪ technical advances affecting energy consumption, including the displacement of hydrocarbons; ▪ merger, acquisition, and divestiture activity among oil and gas industry participants; ▪ the availability of, and access to, suitable locations from which hydrocarbons can be produced; ▪ adverse weather and sea conditions, including hurricanes, typhoons, cyclones, winter storms, and rough seas; 14 ▪ the occurrence or threat of a major natural disaster, catastrophic event, epidemic, or pandemic diseases, as well as any governmental response to such occurrence or threat; ▪ changes in and compliance with tax laws, regulations, and policies; ▪ changes in and compliance with environmental laws, regulations, and other initiatives, including those involving alternative energy sources, the phase-out of fossil fuel consuming vehicles, and the risks of global climate change; ▪ the political environment of oil-producing countries or regions, including uncertainty or instability resulting from civil disorder, geopolitical instability, border disputes, or an outbreak or escalation of armed hostilities or acts of war or terrorism, such as the conflict between Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications; and ▪ the laws, regulations, and policies of governments regarding exploration and development of their oil and gas reserves or speculation regarding future laws or regulations.
A disruption in the deliveries from such third-party suppliers, capacity constraints, production disruptions, price increases, defects or quality-control issues, recalls, or other decrease in the availability or servicing of parts and equipment could adversely affect our ability to meet our commitments towards our customers, adversely impact operations and revenues by resulting in uncompensated downtime, reduced day rates under the relevant drilling contracts, cancellation or termination of contracts, or increased operating costs.
A disruption in the deliveries from such third-party suppliers, capacity constraints, production 26 disruptions, price increases, defects or quality-control issues, recalls, or other decrease in the availability or servicing of parts and equipment could adversely affect our ability to meet our commitments towards our customers, adversely impact operations and revenues by resulting in uncompensated downtime, reduced day rates under the relevant drilling contracts, cancellation or termination of contracts, or increased operating costs.
The attention of advocacy groups and expansion of regulatory requirements regarding ESG performance, commitments, and disclosures, including those relating to climate change and reduction of carbon emissions, is evidenced by initiatives such as the United Nations 2030 Agenda for Sustainable Development, as well as by the new strategy adopted by the International Maritime Organization in July 2023 to advance the prevention and control of marine pollution through the reduction of GHG emissions from ships.
The attention 29 of advocacy groups and expansion of regulatory requirements regarding ESG performance, commitments, and disclosures, including those relating to climate change and reduction of carbon emissions, is evidenced by initiatives such as the United Nations 2030 Agenda for Sustainable Development, as well as by the new strategy adopted by the International Maritime Organization in July 2023 to advance the prevention and control of marine pollution through the reduction of GHG emissions from ships.
Our operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to: • the environment and the health and safety of personnel; • the importing, exporting, equipping, and operation of drilling rigs; • finance and currency exchange controls; • oil and gas exploration and development; • taxation of local and offshore earnings and earnings of expatriate personnel; and • use and compensation of local employees, contractors, and suppliers, and involvement of foreign contractors.
Our operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to: ▪ the environment and the health and safety of personnel; ▪ the importing, exporting, equipping, and operation of drilling rigs; ▪ finance and currency exchange controls; 28 ▪ oil and gas exploration and development; ▪ taxation of local and offshore earnings and earnings of expatriate personnel; and ▪ use and compensation of local employees, contractors, and suppliers, and involvement of foreign contractors.
A high rate of inflation, including a continuation of inflation at the current rate, may have an adverse effect on our ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue, if our dayrates do not increase sufficiently to cover these increased costs, as well as result in increases in our capital expenditures.
Inflation, including a continuation of inflation at the current rate, may have an adverse effect on our ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue, if our dayrates do not increase sufficiently to cover these increased costs, as well as result in increases in our capital expenditures.
Our operations are subject to many hazards inherent in the drilling business, including: • loss of well control or blowout; • fire; • navigation hazards, such as collisions or groundings of offshore equipment; • helicopter accidents; • seabed punch-throughs of a jackup rig; • mechanical or technological equipment failures; • failure to comply with environmental, health, and safety requirements; • loss of well integrity (such as pipe or cement failures and casing collapses); • adverse weather or sea conditions (caused by events including hurricanes, typhoons, tsunamis, cyclones, and winter storms, which may increase in frequency and severity as a result of climate change); 18 • loop currents or eddies; • toxic gas emanating from the well; and • improper handling, release, or disposal of hazardous materials.
Our operations are subject to many hazards inherent in the drilling business, including: • loss of well control or blowout; • fire; • navigation hazards, such as collisions or groundings of offshore equipment; • helicopter accidents; • seabed punch-throughs of a jackup rig; 17 • mechanical or technological equipment failures; • failure to comply with environmental, health, and safety requirements; • loss of well integrity (such as pipe or cement failures and casing collapses); • adverse weather or sea conditions (caused by events including hurricanes, typhoons, tsunamis, cyclones, and winter storms, which may increase in frequency and severity as a result of climate change); • loop currents or eddies; • toxic gas emanating from the well; and • improper handling, release, or disposal of hazardous materials.
Some jurisdictions enforce strict technical requirements on the rigs requiring substantial physical modification to the rigs before they can be utilized. Such modifications may require significant capital expenditures, and as a result, may limit the use of the rigs in those 21 jurisdictions in the future. In addition, mobilization carries the risk of damage to the rig.
Some jurisdictions enforce strict technical requirements on the rigs requiring substantial physical modification to the rigs before they can be utilized. Such modifications may require significant capital expenditures and, as a result, may limit the use of the rigs in those jurisdictions in the future. In addition, mobilization carries the risk of damage to the rig.
Some governments favor or effectively require the awarding of drilling contracts to local contractors, require use of a local agent, require partial local ownership, or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. In addition, some governments frequently intervene in their economy generally and occasionally make significant changes in policy and regulations.
Some governments favor or effectively require the awarding of drilling contracts to local contractors, require use of a local agent, require partial local ownership, or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. In addition, some governments frequently intervene in their economy and occasionally make significant changes in policy and regulations.
Failure to mobilize a rig in accordance with the deadlines set by a specific customer contract could result in a loss of compensation, liquidated damages or the cancellation or termination of the contract. In some cases, we may not be paid for the time that a rig is out of service during mobilization.
Failure to mobilize a rig in accordance with the deadlines set by a specific customer contract could result in a loss of compensation, liquidated damages, or the cancellation or termination of the contract. In some cases, we may not be paid for the time that a rig is out 20 of service during mobilization.
Our day-to-day operations increasingly depend on information and operational technology systems that we manage, and other systems that our third parties, such as our service providers, vendors, and equipment providers, manage, including critical systems on our drilling units. These systems are subject to risks associated with growing and evolving cyber incidents or attacks.
Our day-to-day operations increasingly depend on information and operational technology systems that we manage, and other systems that our third parties, such as our service providers, vendors, and equipment providers, manage, including critical systems on our drilling units. These systems are subject to risks associated with growing and evolving cyber incidents or attacks or other disruptions.
Moreover, if any of our long-term contracts were to be terminated early, such termination could affect our future earnings flow and could have material adverse effect on our future financial condition and results of operations, even if we were to receive the contractually specified termination amount.
Moreover, if any of our long-term contracts were to be terminated early, such termination could affect our future earnings flow and could have a material adverse effect on our future financial condition and results of operations even if we were to receive the contractually specified termination amount.
In addition, efforts have been made and continue to be made in the international community toward the adoption or enhancement of international treaties or protocols related to protecting the environment, reducing climate change, reducing the use of hydrocarbon-based fuel reductions, and encouraging the implementation of GHG emission reduction pledges.
In addition, efforts have been made and continue to be made in the international community toward the adoption or enhancement of international treaties or protocols related to protecting the environment, reducing climate change, reducing the use of hydrocarbon-based fuel reductions, and encouraging the implementation of GHG emission pledges.
Such higher interest rates may affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in cost to borrow. Future increases in interest rates may negatively impact our cost of capital and ability to access capital markets.
Such higher interest rates may affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in the cost to borrow. Future increases in interest rates may negatively impact our cost of capital and ability to access capital markets.
Moreover, mergers, acquisitions, dispositions, and other strategic transactions involve various risks, including, among other things, (i) difficulties relating to integrating or disposing of a business, including changes to our employee workforce and unanticipated changes in customer, vendor, and other third-party relationships, (ii) failure to integrate operations and internal controls, including those related to financial reporting, disclosure and cybersecurity and data protection, (iii) diversion of management’s attention from day-to-day operations, (iv) failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements, (v) potentially substantial transaction costs associated with such transactions, (vi) failure to identify significant issues at the target during the due diligence process, which could result in financial or legal exposure, and (vii) potential impairment resulting from the overpayment for an acquisition.
Moreover, mergers, acquisitions, dispositions, and other strategic transactions involve various risks, including, among other things, (i) difficulties relating to integrating or disposing of a business, including changes to our employee workforce and unanticipated changes in customer, vendor, and other third-party relationships, (ii) failure to integrate operations and internal controls, including those related to financial reporting, disclosure, and cyber security and data protection, (iii) diversion of management’s attention from day-to-day operations, (iv) failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements, (v) potentially substantial transaction costs associated with such transactions, (vi) failure to identify significant issues at the target during the due diligence process, which could result in financial or legal exposure, and (vii) potential impairment resulting from the overpayment for an acquisition.
Most of our contracts have dayrates that are fixed over the contract term and while some of our long-term contracts contain rate adjustment provisions, they can be based on market fluctuations rather than cost increases.
Most of our contracts have dayrates that are fixed over the contract term. While some of our long-term contracts contain rate adjustment provisions, they can be based on market fluctuations rather than cost increases.
Although we intend to defend or pursue such matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and there can be no assurance as to the ultimate outcome of any litigation.
Although we intend to defend or pursue such matters vigorously, we cannot predict with certainty the outcome or effect of any claim, investigation or other litigation matter, and there can be no assurance as to the ultimate outcome of any claim, investigation or litigation.
Further, we operate or have operated in certain less-developed countries with legal systems that are not as mature as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.
Further, we operate or have operated in certain less-developed countries with legal and regulatory systems that are not as mature as those in more developed countries, which can lead to greater uncertainty in legal matters and proceedings.
We will continue to monitor the insurance market conditions in the future and may decide not to, or be unable to, purchase named windstorm coverage for some or all of the rigs operating in the US Gulf of Mexico.
We will continue to monitor the insurance market conditions in the future and may decide not to, or be unable to, purchase named windstorm coverage for some or all of the rigs operating in the US Gulf.
Our business, financial condition, results of operations, access to capital markets, and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including civil unrest, geopolitical instability, war, terrorist attack, pandemics, or other (actual or threatened) public health emergencies such as the COVID-19 outbreak, or other events beyond our control, and measures taken in response thereto.
Our business, financial condition, results of operations, access to capital markets, and borrowing costs may be adversely affected by a major natural disaster or catastrophic event, including civil unrest, geopolitical instability, war, terrorist attacks, pandemics, or other (actual or threatened) public health emergencies such as the COVID-19 outbreak, or other events beyond our control, and measures taken in response thereto.
If any tax authority successfully challenges our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries, or other material tax positions, if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings and our cash tax expense could increase substantially and result in a material adverse effect on our financial condition.
If any tax authority successfully challenges our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries, or other material tax positions, if the terms of certain tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings, income tax expense, and/or operating expense could increase substantially and result in a material adverse effect on our financial condition.
Certain areas of the world where we operate, such as the Gulf of Mexico, South Atlantic, the North Sea, Southwest Pacific, South China Sea, and Southeast Indian Ocean, experience significant weather events, typically on a seasonal basis, manifesting as an unnamed wind event or of a magnitude that places it in a category of tropical cyclone, hurricane, typhoon, or extratropical cyclone.
Certain areas of the world where we operate, such as the US Gulf, South Atlantic, the North Sea, Southwest Pacific, South China Sea, and Southeast Indian Ocean, experience significant weather events, typically on a seasonal basis, manifesting as an unnamed wind event or of a magnitude that places it in a category of tropical cyclone, hurricane, typhoon, or extratropical cyclone.
In addition, our competitors may relocate rigs to geographic markets in which we operate, which could exacerbate any excess rig supply, or depress the current rationalization and correction of offshore rig supply, and result in lower dayrates and utilization in those regions. 16 In addition, our customers continue to seek more favorable terms with respect to allocation of risk under offshore drilling contracts.
In addition, our competitors may relocate rigs to geographic markets in which we operate, which could exacerbate any excess rig supply, or depress the current rationalization and correction of offshore rig supply, and result in lower dayrates and utilization in those regions. 15 In addition, our customers continue to seek more favorable terms with respect to allocation of risk under offshore drilling contracts.
In addition, we may also take an impairment loss on capital spares and other capital equipment when we deem the value of those items has declined due to factors like obsolescence, deterioration or damage. Based upon our impairment analyses for the years ended December 31, 2023 and 2022, we did not record any impairment charges.
In addition, we may also take an impairment loss on capital spares and other capital equipment when we deem the value of those items has declined due to factors like obsolescence, deterioration or damage. Based upon our impairment analyses for the years ended December 31, 2024 and 2023, we did not record any impairment charges.
If future labor strikes force us to shut down any of our operations, such interruption in operations could materially adversely affect our business, financial condition, and results of operations. Additionally, legislation has been introduced in the US Congress that could encourage additional unionization efforts in the US, as well as increase the chances that such efforts succeed.
If future labor strikes force us to shut down any of our operations, such interruption in operations could materially adversely affect our business, financial condition, and results of operations. Additionally, legislation has been introduced in the US Congress that could encourage additional unionization efforts in the United States, as well as increase the chances that such efforts succeed.
Our customers have historically assumed most of the responsibility for and indemnified us from loss, damage, or other liability resulting from pollution or contamination, including clean-up and removal and third-party damages arising from operations under the contract when the source of the pollution originates from the well or reservoir, including those resulting from blow-outs or loss of well control.
Our customers have historically assumed most of the responsibility for and indemnified us from loss, damage, or other liability resulting from pollution or environmental damage, including clean-up and removal and third-party damages arising from operations under the contract when the source of the pollution originates from the well or reservoir, including those resulting from blow-outs or loss of well control.
The subcontracting of work exposes us to risks associated with planning interface non-performance, delayed performance, or substandard performance by our subcontractors. Any inability to hire qualified subcontractors could hinder successful completion of a project. Further, our employees may not have the requisite skills to be able to monitor or control the performance of these subcontractors.
The subcontracting of work exposes us to risks associated with planning interface nonperformance, delayed performance, or substandard performance by our subcontractors. Any inability to hire qualified subcontractors could hinder successful completion of a project. Further, our employees may not have the requisite skills to be able to monitor or control the performance of these subcontractors.
In addition, such joint venture owners or partners may be unable, or unwilling, to fulfil their obligations under the relevant agreements (for example by not contributing working capital or other resources), or may experience financial, operational, or other difficulties that may adversely impact our investment in a particular joint venture or associate.
In addition, such joint venture owners or partners may be unable, or unwilling, to fulfill their obligations under the relevant agreements (for example, by not contributing working capital or other resources), or may experience financial, operational, or other difficulties that may adversely impact our investment in a particular joint venture or associate.
Further, if current competitors implement new or differentiated technical capabilities, services or standards, which may be more attractive to our customers or price their product offerings more competitively, it could have a material adverse effect on our business, financial condition, and results of operations.
Further, if current competitors implement new or differentiated technical capabilities, services or specifications, which may be more attractive to our customers or price their product offerings more competitively, it could have a material adverse effect on our business, financial condition, and results of operations.
Litigation may have an adverse effect on us because of potential negative outcomes, legal fees, the allocation of management’s time and attention, and other factors. We could also face increased climate-related litigation with respect to our operations both in the US and around the world.
Investigations, claims and litigation may have an adverse effect on us because of potential negative outcomes, legal fees, the allocation of management’s time and attention, and other factors. We could also face increased climate-related litigation with respect to our operations both in the US and around the world.
To help attract, retain, and motivate qualified employees, we use equity-based awards, and performance-based cash incentive awards. Sustained declines in our stock price, or lower stock price performance relative to competitors, can reduce the retention value of our equity-based awards, which can impact the competitiveness of our compensation.
In order to help attract, retain, and motivate qualified employees, we use equity-based awards and performance-based cash incentive awards. Sustained declines in our stock price, or lower stock price performance relative to competitors, can reduce the retention value of our equity-based awards, 24 which can impact the competitiveness of our compensation.
Finally, most scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere and climate change may produce significant physical effects on weather conditions, such as increased frequency and severity of droughts, storms, floods, and other climatic events.
Finally, many scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere and climate change may produce significant physical effects on weather conditions, such as increased frequency and severity of droughts, storms, floods, and other climatic events.
However, we regularly are required to assume certain amounts of liability for pollution damage caused by our negligence, which liability generally has higher caps, or may even have unlimited liability, where the damage is caused by our gross negligence or willful misconduct.
However, we regularly are required to assume certain amounts of liability for pollution and environmental damage caused by our negligence, which liability generally has higher caps, or may even have unlimited liability, where the damage is caused by our gross negligence or willful misconduct.
Examples of challenges of operating in these countries include: • ongoing changes in Brazilian laws related to the importation of rigs and equipment that may impose bonding, insurance, or duty-payment requirements; • procedural requirements for temporary import permits, which may be difficult to obtain; and • 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.
Examples of challenges of operating in these countries include: • ongoing changes in Brazilian laws related to the importation of rigs and equipment that may impose bonding, insurance, or duty-payment requirements; • ongoing audits, including customs audits; • procedural requirements for temporary import permits, which may be difficult to obtain; and • 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.
In addition, developments in the law could result in ESG commitments and disclosures 30 being subjected to increased scrutiny.
In addition, developments in the law could result in ESG commitments and disclosures being subjected to increased scrutiny.
We still face resistance with some customers when attempting to allocate less risk to us and lower caps for damage caused by our gross negligence or willful misconduct or reduce our exposure with respect pollution or contamination.
We still face resistance with some customers when attempting to allocate less risk to us and lower caps for damage caused by our gross negligence or willful misconduct or reduce our exposure with respect pollution or environmental damage.
Although our drilling contracts generally provide for indemnification from our customers for certain liabilities, including liabilities resulting from pollution or contamination originating below the surface of the water, enforcement of these contractual rights to indemnity may be limited by public policy and other considerations and, in any event, may not adequately cover our losses from such incidents.
Although our drilling contracts generally provide for indemnification from our customers for certain liabilities, including liabilities resulting from pollution or environmental damage originating below the surface of the water, enforcement of these contractual rights to indemnity may be limited by public policy and other considerations and, in any event, may not adequately cover our losses from such incidents.
Due to travel restrictions and mandatory quarantine measures, we have experienced, and may in the future to experience, increased difficulties, delays, and expenses in moving our personnel to and from our operating locations. We may be unable to pass these increased expenses to our customers.
Due to travel restrictions and mandatory quarantine measures, we experienced, and may in the future experience again, increased difficulties, delays, and expenses in moving our personnel to and from our operating locations. We may be unable to pass these increased expenses to our customers.
Entities or groups, including cybercriminals, competitors, and nation state actors, have mounted cyber-attacks on businesses and other organizations solely to disable 23 or disrupt computer systems, disrupt operations and, in some cases, steal data.
Entities or groups, including 22 cybercriminals, competitors, and nation state actors, have mounted cyber-attacks on businesses and other organizations solely to disable or disrupt computer systems, disrupt operations, and, in some cases, steal data.
The US sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.
These sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.
Two broad categories of business models include: (i) offering integrated services or integrating new services into joint offerings to customers as an integrated service provider with the objective of improving efficiencies; and (ii) exploring alternative financial models focused on risk and reward sharing through, among other things, deferred payments, fixed pricing, or co-investments, enabling operators to develop fields that would otherwise be economically challenged.
Two broad categories of business models include: (i) offering integrated services or integrating new services into offerings to customers as an integrated service provider with the objective of improving efficiencies; and (ii) exploring alternative financial models focused on risk and reward sharing through, among other things, bonus-malice schemes, deferred payments, fixed pricing, or co-investments, enabling operators to develop fields that would otherwise be economically challenged.
Several factors could cause operational interruptions, including: • breakdowns of equipment and other unforeseen engineering problems; • work stoppages, including labor strikes; • shortages of material and skilled labor; • shipyard availability, failures, and difficulties; • delays in repairs by suppliers; • surveys by government and maritime authorities; • periodic classification surveys; • delays imposed by or resulting from compliance with permits, laws, regulations, or litigation; 22 • severe weather, strong ocean currents, or harsh operating conditions; • force majeure events; and • the occurrence or threat of epidemic or pandemic diseases, such as COVID-19, or any government response to such occurrence or threat.
Several factors could cause operational interruptions, including: • breakdowns of equipment and other unforeseen engineering problems; • work stoppages, including labor strikes; • shortages of material and skilled labor; • shipyard availability, failures, and difficulties; • delays in repairs by suppliers; • surveys by government and maritime authorities; • periodic classification surveys; • delays imposed by or resulting from compliance with permits, laws, regulations, or litigation; • severe weather, strong ocean currents, or harsh operating conditions; 21 • force majeure events; and • the occurrence or threat of epidemic or pandemic diseases, or any government response to such occurrence or threat.
If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could adversely affect our business, financial condition, and results of operations.
If a significant accident or other loss occurs and is not fully covered by insurance or contractual indemnity, it could adversely affect our business, financial condition, and results of operations.
Jurisdictions where we operate may attempt to increase or impose requirements that our drilling units operating in such a jurisdiction have to satisfy, such as certain local ownership or content requirements or registration under the flag of that jurisdiction, or similar measures, resulting in our inability or being prevented from operating in a country imposing such requirements or measures.
Jurisdictions where we operate may attempt to increase or impose requirements for our drilling units to operate in such jurisdiction, such as certain local ownership or content requirements or registration under the flag of that jurisdiction, or similar measures, resulting in our inability or being prevented from operating in a country imposing such requirements or measures.
Our long-term success depends on our ability to effectively respond to the impact of energy rebalancing, which could require adapting our fleet and business to potentially changing government requirements, customer preferences, and customer base, as well as engaging with existing and potential customers and suppliers to develop or implement solutions designed to reduce or to decarbonize oil and gas operations or to advance renewable and other alternative energy sources.
Our long-term success depends on our ability to effectively respond to the impact of long-term changes in the energy mix, which could require adapting our fleet and business to potentially changing government requirements, customer preferences, and customer base, as well as engaging with existing and potential customers and suppliers to develop or implement solutions designed to reduce or to decarbonize oil and gas operations or to advance renewable and other alternative energy sources.
If the energy rebalancing landscape changes faster than anticipated or in a manner that we do not anticipate, demand for our services could be adversely affected.
If the energy mix landscape changes faster than anticipated or in a manner that we do not anticipate, demand for our services could be adversely affected.
Although the industry has experienced a rationalization and correction of the global offshore rig supply, we continue to experience competition from newbuild rigs, including rigs that have been stranded in shipyards, that have either already entered the market or are available to enter the market.
Although, since the 2014 peak, the industry has experienced a rationalization and correction of the global offshore rig supply, we continue to experience competition from newbuild rigs, including rigs that have been stranded in shipyards, that have either already entered the market or are available to enter the market.
In addition, our ability to resolve disputes or enforce contractual provisions may be negatively impacted with these contracts. We can provide no assurance that the increased risk exposure will not have an adverse impact on our future operations or 17 that we will not increase the number of rigs contracted to national oil companies with commensurate additional contractual risks.
In 16 addition, our ability to resolve disputes or enforce contractual provisions may be negatively impacted under these contracts. We can provide no assurance that the increased risk exposure will not have an adverse impact on our future operations or that we will not increase the number of rigs contracted to national oil companies with additional contractual risks.
If the market for our se rvices improves and we seek to reactivate warm or cold stacked rigs, upgrade our working rigs, or purchase additional rigs, these reductions and global supply chain constraints could make it more difficult for us to find equipment and parts for our rigs .
If the market for our services improves and we seek to reactivate warm or cold stacked rigs, upgrade our working rigs, or purchase additional rigs, these reductions and global supply chain constraints could make it more difficult for us to find equipment and parts for our rigs.
We may be unable to implement this element of our strategy if we cannot identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms, manage the impacts of such transactions on our business, or for other reasons.
We may be unable to implement this element of our strategy if we cannot identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms, manage the impacts of such transactions on our busin ess, or for other reasons.
Further, we have previously, and may in the future have to, temporarily shut down operations of one or more of our rigs if there is an outbreak of COVID-19 or other public health emergency or vacancies of essential positions due to related infections, which could have a material negative impact on our business, financial condition, and results of operations.
Further, we have previously, and may in the future have to, temporarily shut down operations of one or more of our rigs if there is a pandemic, outbreak, or other public health emergency or vacancies of essential positions due to related infections, which could have a material negative impact on our business, financial condition, and results of operations.
Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable or be able to obtain insurance against certain risks.
Moreover, we may not be able to maintain adequate insurance in the future at rates that we consider reasonable or be able to obtain insurance against current or future risks.
Certain of our employees and contractors in international markets, such as Australia, certain African countries, Norway, and Denmark, are represented by labor unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation, and efforts may be made from time to time to unionize other portions of our workforce.
Certain of our employees and contractors in international markets, such as Australia, certain African countries, Brazil, Norway, Denmark, and the United Kingdom, are represented by labor unions and work under collective bargaining or similar agreements, which are subject to periodic renegotiation, and efforts may be made from time to time to unionize other portions of our workforce.
Our industry is also cyclical, periods of low demand or excess rig supply intensify the competition in the industry and have resulted in, and may continue to result in, many of our rigs earning substantially lower dayrates or being idle for long periods of time.
Periods of low demand or excess rig supply intensify the competition in the industry and have resulted in, and may continue to result in, many of our rigs earning substantially lower dayrates or being idle for long periods of time.
As part of our business strategy, and as evidenced by the Pacific Drilling Merger (as defined herein) and the Business Combination with Maersk Drilling, we have pursued and completed, and may continue to pursue, mergers, acquisitions, or dispositions of businesses or assets or other strategic transactions that we believe will enable us to strengthen or broaden our business.
As part of our business strategy, and as evidenced by the Pacific Drilling Merger (as defined herein). the Business Combination with Maersk Drilling and the acquisition of Diamond Offshore Drilling, Inc., we have pursued and completed, and may continue to pursue, mergers, acquisitions, dispositions of businesses or assets, or other strategic transactions that we believe will enable us to strengthen or broaden our business.
If our drilling rigs are idle for reasons that are not related to the ability of the rig to operate, our customers may be entitled to pay a waiting, or standby, rate that is lower than the full operational rate.
I f our drilling rigs are idle for reasons that are not related to the ability of the rig to operate, our customers may be entitled to pay a waiting, or standby, rate that is lower than the full operational rate.
Our business is affected by public policy and laws and regulations relating to the energy industry in the geographic areas where we do or seek to operate or otherwise have a presence, including laws and regulations relating to the environment (including climate change and GHGs) and regulations that for economic, environmental, social, or other reasons curtail or encumber our ability to operate competitively or negatively impact exploration, development, and production of oil and 28 gas.
Our business is affected by public policy and laws and regulations relating to the energy industry in the geographic areas where we do or seek to operate or otherwise have a presence, including laws and regulations relating to the environment (including climate change and greenhouse gas (“GHG”) emissions and regulations that for economic, environmental, social, or other reasons curtail or encumber our ability to operate competitively or negatively impact exploration, development, and production of oil and gas.
We operate in various regions throughout the world that may expose us to political or governmental risks and other uncertainties, including risks of: • seizure, nationalization, or expropriation of property or equipment; • monetary policies, capital controls, government credit rating downgrades and potential defaults, and any potential shutdown of the US government; • 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 sanctions or other trade restrictions; • operating delays as a result of excess governmental scrutiny or oversight; • compliance with and changes in taxation rules or policies; • compliance with and changes in regulatory or financial requirements, including local ownership, presence, or labor requirements; • other forms of government regulation and economic conditions that are beyond our control and that create operational uncertainty; 20 • corruption, payment of bribes to government officials, money laundering, or kleptocracy (i.e., political corruption in which the government seeks personal gain and status at the expense of the governed); and • terrorism, piracy, civil, or international disturbances or conflict, such as the conflict between Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications.
We operate in various regions throughout the world that may expose us to political or governmental risks and other uncertainties, including risks of: • seizure, nationalization, or expropriation of property or equipment; ▪ monetary policies, capital controls, government credit rating downgrades and potential defaults, and any potential shutdown of the United States government; ▪ 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 sanctions, tariffs, or other trade restrictions; ▪ operating delays as a result of excess governmental scrutiny or oversight; ▪ compliance with and changes in taxation rules or policies; ▪ compliance with and changes in regulatory or financial requirements, including local ownership, presence, local immigration, and visa requirements for personnel or labor requirements; ▪ complexity involving conflicts of law between jurisdictions in which we operate; 19 ▪ other forms of government regulation and economic conditions that are beyond our control and that create operational uncertainty; ▪ corruption, payment of bribes to government officials, money laundering, or kleptocracy (i.e., political corruption in which the government seeks personal gain and status at the expense of the governed); and ▪ terrorism, piracy, civil, or international disturbances or conflict, such as the conflict bet ween Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications.
We cannot provide any assurances as to what our consolidated effective income tax rate will be because of, among other matters, uncertainty regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions, as well as potential changes in the UK, US, Guyana, Luxembourg, Norway, Singapore, Denmark, and other tax laws, regulations, or treaties or the interpretation or enforcement thereof, changes in the administrative practices and precedents of tax authorities or any reclassification or other matter, such as changes in applicable accounting rules, that increases the amounts we have provided for income taxes or deferred tax assets and liabilities in our consolidated financial statements.
We cannot provide any assurances as to what our consolidated effective income tax rate will be because of, among other matters, uncertainty regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions, as well as potential changes in tax laws, regulations, or treaties or the interpretation or enforcement thereof, changes in the administrative practices and precedents of tax authorities or any reclassification or other matter, such as changes in applicable accounting rules, that increases the amounts we have provided for income taxes or deferred tax assets and liabilities in our consolidated financial statements.
Additionally, disruptions to the ability of our suppliers, manufacturers, and service providers to supply labor, parts, equipment, or services in the jurisdictions in which we operate, whether as a result of government actions, labor shortages, travel restrictions, the inability to source labor, parts or equipment from affected locations, or other effects related to the COVID-19 pandemic or other public health emergency, have increased our operating costs and the risk of rig downtime and negatively impacted our ability to meet commitments to customers and may do so in the future.
Additionally, disruptions to the ability of our suppliers, manufacturers, and service providers to supply labor, parts, equipment, or services in the jurisdictions in which we operate, whether as a result of government actions, labor shortages, travel restrictions, the inability to source labor, parts or equipment from affected locations, or other effects related to pandemics, outbreaks or other public health emergencies, have increased our operating costs and the risk of rig downtime and negatively impacted our ability to meet commitments to customers and may do so in the future.
Any violation of anti-bribery or anti-corruption laws, including the Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or similar laws and regulations could result in significant expenses, divert management attention, and otherwise have a negative impact on the company.
Any violation of anti-bribery, anti-corruption, or anti-fraud laws, including the Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other applicable laws and regulations could result in significant expenses, divert management attention, and otherwise have a negative impact on the Company.
The unexpected loss of members of management, qualified personnel, or a significant number of employees due to disease, disability or death, could have a material adverse effect on us.
The unexpected loss of members of management, qualified personnel, or a significant number of employees due to disease, disability, or death, could have a material adverse effect on our business.
New rules, regulations, and requirements, or a return to the requirements of the 2016 versions of the BSEE and BOEM regulations, including the adoption of new safety requirements and policies relating to the approval of drilling permits, restrictions on oil and gas development and production activities in the US Gulf of Mexico and elsewhere, implementation of safety and environmental management systems, mandatory third-party compliance audits, and the promulgation of numerous Notices to Lessees or similar new regulatory requirements outside of the United States, may impact our operations by causing increased costs, delays, and operational restrictions.
New rules, regulations, and requirements, including the adoption of new safety requirements and policies relating to the approval of drilling permits, restrictions on oil and gas development and production activities in the US Gulf and elsewhere, implementation of safety and environmental management systems, mandatory third-party compliance audits, and the promulgation of numerous Notices to Lessees or similar new regulatory requirements outside of the United States, may impact our operations by causing increased costs, delays, and operational restrictions.
In addition, the US government has issued public warnings that indicate energy assets and companies engaging in significant transactions, such as acquisitions, might be specific targets of cybersecurity threats. Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of artificial intelligence technologies, may further heighten the risk of cybersecurity threats.
In addition, the United States government has issued public warnings that indicate energy assets and companies engaging in significant transactions, such as acquisitions, might be specific targets of cyber security threats. Geopolitical tensions or conflicts, such as the conflict between Russia and Ukraine, and the increased adoption of artificial intelligence technologies, may further heighten the risk of cyber security threats.
It is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values. The 2023 Revolving Credit Agreement and the indenture for the 2030 Notes each contain various restrictive covenants limiting the discretion of our management in operating our business.
It is reasonably possible that the estimate of undiscounted cash flows may change in the near term, resulting in the need to write down the affected assets to their corresponding estimated fair values. 31 The 2023 R evolving Credit Agreement, the indenture for the 2030 Notes, and the indenture for the Diamond Second Lien Notes each contain various restrictive covenants limiting the discretion of our management in operating our business.
Governmental authorities have implemented, and may implement in the future, numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.
Governmental authorities implemented, and may implement in the future, numerous measures attempting to contain and mitigate the effects of pandemics and outbreaks, including travel bans and restrictions, quarantines, shelter in place orders, and shutdowns.
In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the US government as state sponsors of terrorism or with countries that are otherwise subject to US sanctions and embargo laws.
In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by certain governing bodies, including the US, UK and EU, as state sponsors of terrorism or with countries that are otherwise subject to sanctions and embargo laws.
Currently, we do not, nor do we intend to, operate in countries that are subject to significant sanctions and embargoes imposed by the US government or identified by the US government as state sponsors of terrorism, such as the Crimean region of the Ukraine, Cuba, Iran, North Korea, and Syria.
Currently, we do not, nor do we intend to, operate in countries that are subject to significant sanctions and embargoes imposed by certain countries or governing bodies such as the US, UK or EU or in countries identified by such bodies as state sponsors of terrorism, such as the Crimean region of the Ukraine, Cuba, Iran, North Korea, and Syria.
We have limited insurance for our assets providing coverage for physical damage losses resulting from risks, such as terrorist acts, piracy, vandalism, sabotage, civil unrest, expropriation, and acts of war, and we do not carry insurance for loss of revenues resulting from such risks. 19 The COVID-19 outbreak, including emerging variants of COVID-19, created, and other public health emergencies may in the future create, significant volatility and uncertainty and economic and financial market disruption.
We have limited insurance for our assets providing coverage for physical damage losses resulting from risks, such as terrorist acts, piracy, vandalism, sabotage, civil unrest, expropriation, and acts of war, and we do not carry insurance for loss of revenues resulting from such risks. 18 Public health emergencies have created and may in the future create, significant volatility and uncertainty and economic and financial market disruption.
Any violation of the FCPA, UK Bribery Act, UK Slavery Act, or local or other applicable anti-corruption laws could result in substantial fines, sanctions, civil, and/or criminal penalties against the company and implicated members of our senior management, and curtailment of operations in certain jurisdictions and might adversely affect our business, financial condition, and results of operations.
Any violation of the FCPA, UK Bribery Act, UK Slavery Act, or local or other applicable laws could result in substantial fines, sanctions, civil, and/or criminal penalties against the Company and implicate members of our senior management or Board, and curtailment of operations in certain jurisdictions and might adversely affect our business, financial condition, and results of ope rations.
The Company maintains a cybersecurity program, which includes administrative, technical, and organizational safeguards, a significant cyberattack or incident, either with our systems or a critical third-party systems, could disrupt our operations and result in downtime, loss of revenue, harm to the Company's reputation, or the loss, theft, corruption, or unauthorized release of our critical data or those with whom we do business, as well as result in higher costs to correct and remedy the effects of such incidents, including potential extortion, unforeseen payments associated with ransomware, or ransom demands.
A significant cyberattack or incident, either with our systems or a critical third-party systems, could disrupt our operations and result in downtime, loss of revenue, harm to the Company's reputation, or the loss, theft, corruption, or unauthorized release of our critical data or those with whom we do business, as well as result in higher costs to correct and remedy the effects of such incidents, including potential extortion, unforeseen payments associated with ransomware, or ransom demands.
There is increasing worldwide attention concerning the issue of climate change and the effect of GHGs and other sustainability and energy rebalancing matters. This increased attention has led to and may result in additional environmental laws or regulations that may unfavorably impact our business, or that of our suppliers and our customers.
There is increasing worldwide attention concerning the issue of climate change and the effect of GHGs, sustainability, and long-term changes in the energy mix. This increased attention has led to and may result in additional environmental laws or regulations that may unfavorably impact our business, or that of our suppliers and our customers.
In addition, in the hope of securing future contracts, we may choose to mobilize a rig to another geographic market without a customer contract in place. If no customer contracts are obtained, we would be required to absorb these costs. Mobilization and relocating activities could, therefore, potentially materially adversely affect our business, financial condition, and results of operations.
In addition, in the hope of securing future contracts, we may choose to mobilize a rig to another geographic market without a customer contract in place. If no customer contracts are obtained, we would be required to absorb these costs. Mobilization and relocating activities could, therefore, have a material adverse effect on our business, financial condition, and results of operations.
Several of these factors have been exacerbated by global supply chain disruptions, including disruptions due to COVID-19 and the conflict between Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications.
Several of these factors have been exacerbated by global supply chain disruptions, including disruptions due to COVID-19, the conflict between Russia and Ukraine, Middle East conflicts, and the Guyana-Venezuela dispute, labor strikes at critical points in a supply chain, and their respective regional and global ramifications.
Furthermore, if we fail to, or are perceived not to, effectively implement an energy rebalancing strategy, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted.
Furthermore, if we fail to, or are perceived not to, effectively implement a strategy regarding long-term changes in the energy mix, or if investors or financial institutions shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted.
If we are unable to positively manage our ESG performance, effectively administer our ESG tracking and reporting, and clearly communicate our ESG strategy and commitments, we could experience additional costs and financial penalties, increased scrutiny from the investment community, special interest groups and enforcement authorities, miss or be excluded from business opportunities, have delayed or cancelled projects, experience a reduction in our equity share price, or encounter limitations to our access to financing or capital, any of which could have a material adverse effect on our operations, earnings, cash flows, and financial condition.
If we are unable to positively manage our ESG performance, effectively administer our ESG tracking and reporting, clearly communicate our ESG strategy and commitments and meet publicly disclosed targets such as our goal to reduce carbon intensity by 20% by 2030 (as defined in our disclosures), we could experience additional costs and financial penalties, increased scrutiny from the investment community, special interest groups, and enforcement authorities, miss or be excluded from business opportunities, have delayed or cancelled projects, experience a reduction in our equity share price, or encounter limitations to our access to financing or capital, any of which could have a material adverse effect on our operations, earnings, cash flows, and financial condition.

… 122 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+2 added−5 removed2 unchanged
Biggest changePotential cybersecurity risks to Noble are shared in Part I, Item 1A, “Risk Factors,” which should be read in conjunction with the foregoing information. Governance Enterprise risk management is a matter that is reviewed and addressed by the entire Board.
Biggest changeThis does not guarantee that future incidents or threats will not have a material impact or that we are not currently the subject of an undetected incident or threat that may have such an impact. Potential cyber security risks to Noble are shared in Part I, Item 1A, “Risk Factors,” which should be read in conjunction with the foregoing information.
Item 1C. Cybersecurity. Risk Management and Strategy Cyber security risk management at Noble, along with all enterprise risks, is part of the Company’s Enterprise Risk Management Program and risks from cyber security threats are assessed, identified, and managed by our Information Security Team. The Information Security Team reports to the Chief Information Officer (“CIO”).
Item 1C. Cyber Security. Risk Management and Strategy Cyber security risk management at Noble, along with all enterprise risks, is part of the Company’s Enterprise Risk Management Program and risks from cyber security threats are assessed, identified, and managed by our Information Security Team. The Information Security Team reports to the Chief Information Officer (“CIO”).
The Information Security Team is composed of information security managers and security analysts. The Information Security Management Team is responsible for all of Noble’s cyber security-related activities such as advising on governance requirements, setting cyber security policies, standards, and procedures, reporting, determining current risk appetite, setting security posture, evaluating security maturity, and ensuring compliance to cyber security frameworks.
The Information Security Team is composed of the Director of Information Security, managers, and security analysts. The Information Security Team is responsible for all of Noble’s cyber security-related activities such as advising on governance requirements, setting cyber security policies, standards, and procedures, reporting, determining current risk appetite, setting security posture, evaluating security maturity, and ensuring compliance to cyber security frameworks.
The team monitors both internal and external threats, potential compromising internet-based attacks, phishing activities, and aims to adapt with protective measures. Information security managers carry broad manager level cyber security certifications, and the technical teams carry relevant specific technical certifications related to both Information Technology and Operational Technology security.
The team monitors both internal and external threats, potential compromising internet-based attacks, phishing activities, and aims to adapt with protective measures. The Director of Information Security and information security managers carry broad manager level cyber security certifications, and the technical teams carry relevant specific technical certifications related to both Information Technology and Operational Technology security.
In addition to reporting through the Enterprise Risk Management Program, the Board of Directors also includes cyber security as an independent agenda item periodically and engages with the CIO and Information Security Team as well as external experts on cyber security matters.
In addition to reporting through the Audit Committee and Enterprise Risk Management Program, the Board may periodically include cyber security as an independent agenda item and engages with the CIO and Information Security Team as well as external experts on cyber security matters.
The outcome of these various assessments influences the IT risk appetite and risk identification, and acceptance is discussed and shared with the CIO in preparation for the Board of Directors meeting presentation The CIO has extensive cybersecurity knowledge and skills gained from over ten years of relevant work experience at Maersk Drilling and post-merger Noble.
The outcome of these various assessments influences the IT risk appetite and risk identification, and acceptance is discussed and shared with the CIO, executive management, the Audit Committee, and the Board of Directors. 36 The CIO has extensive cyber security knowledge and skills gained from over ten years of relevant work experience at Noble including two years as Deputy CIO as well as Director, IT prior to the merger with Maersk Drilling with responsibility for cyber security.
Noble also engages with various third-party partners, such as ONG-ISAC, DataBreachToday, the US Coast Guard, local FBI, the Norwegian Security Authority, IADC, and IMO, in order to share intelligence regarding external threats. For any cyber incidents, Noble may engage applicable third-party partners for forensic purposes.
Noble also engages with various third-party partners in order to share intelligence regarding external threats. For any cyber incidents, Noble may engage applicable third-party partners for forensic purposes. Noble also engages with various cyber security service providers, such as Crowdstrike, Fortinet, NTT, and Microsoft, which share applicable reports with Noble.
Specific issues or threats may be escalated to the Chief Executive Officer or the Board of Directors between quarterly updates by the CIO, as appropriate, and the Information Security Team keeps management informed about initiatives, threats, incidents, training, and best practices on an on-going basis via circulated memos or meetings.
Governance The Audit Committee of the Board provides oversight of the Company’s cyber security program. The Information Security Team keeps management informed about initiatives, threats, incidents, training, and best practices on an on-going basis via circulated memos or meetings.
The CIO is responsible for the Information Security Team risk strategy, assessment, exceptions, risk acceptance, and management of the Company’s material risks from cybersecurity risk appetites. Ongoing assessments cover applicable information technology and operations technology systems, applications, and software used to support Noble’s corporate 36 and rig operations.
Ongoing assessments cover applicable information technology and operations technology systems, applications, and software used to support Noble’s corporate and rig operations.
Noble is not aware of any current or potential risks from cyber security threats, incidents, or exposures that have or may have materially affected or are reasonably likely to materially impact Noble’s business strategy, results of operations, or financial condition.
In the last fiscal year, Noble has not identified any known cyber security threats, incidents, or exposures that have materially affected Noble’s business strategy, results of operations, or financial condition, but Noble faces certain ongoing cyber security risks that, if realized, could materially and adversely affect Noble.
Removed
Noble also engages with various cyber security service providers, such as Crowdstrike, Fortinet, NTT, and Microsoft, which share applicable reports with Noble.
Added
The Information Security Team advises the CIO via cyber reports on prevention, detection, mitigation, and remediation of cyber security incidents. The CIO is responsible for the Information Security Team risk strategy, assessment, exceptions, risk acceptance, and management of the Company’s material risks from cyber security risk appetites.
Removed
The Noble Enterprise Risk Management Program, which includes the Company’s cyber security enterprise risk, is updated by management and reported to the Board of Directors quarterly. The quarterly update to the Board of Directors includes information regarding cyber related risks, initiatives, and potential and actual cyber security threats and incidents.
Added
The CIO has multiple years of experience managing OT data and secure remote access for data management on and offshore. Prior to serving as Director, IT the CIO was the Manager, Business Systems responsible for application management and Enterprise Architecture. The Information Security Team advises the CIO on prevention, detection, mitigation, and remediation of cyber security incidents.
Removed
The CIO or their dedicated deputy is responsible for reporting cyber security risks and events to executive management as well as the Board of Directors, as appropriate.
Removed
Prior to Maersk Drilling, the CIO served four years as CIO at Adform, a leading global advertising technology company, where he was also responsible for cybersecurity.
Removed
Prior to serving as CIO of Adform, the CIO served as Chief Development Officer at Sitecore, a leading global marketing and e-commerce software and solution provider, where solution design and cybersecurity awareness was a key area of responsibility. The Information Security Team advises the CIO via cyber reports on prevention, detection, mitigation, and remediation of cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. Properties. The description of our rig fleet included under “Part I, Item 1, Business” is incorporated by reference herein. We lease office space in Sugar Land, Texas, where our corporate headquarters are located.
Biggest changeItem 2. Properties. The description of our rig fleet included under “Part I, Item 1, Business” is incorporated by reference herein. We lease office space in Houston, Texas, where our corporate headquarters are located.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed2 unchanged
Biggest changeAs of December 31, 2023, we were involved in a number of lawsuits, regulatory matters, disputes, and claims, asserted and unasserted, all of which have arisen in the ordinary course of our business and for which we do not expect the liability, if any, to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Biggest changeAs of December 31, 2024, we were involved in a number of lawsuits, regulatory matters, disputes, and claims, asserted and unasserted, all of which have arisen in the ordinary course of our business and for which we do not expect the liability, if any, to have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
Additional information regarding legal proceedings is presented in “Note 14 — Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 37 PART II
Additional information regarding legal proceedings is presented in “Note 12 — Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Item 4. Mine Safety Disclosures. Not applicable. 37 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+0 added−1 removed3 unchanged
Biggest changeExercises of Warrants During the three months ended December 31, 2023: • 13,243 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 15,164 Tranche 1 Warrants; and • 5,461 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 5,476 Tranche 2 Warrants.
Biggest changeExercises of Warrants During the three months ended December 31, 2024: • 19,787 Ordinary Shares were issued to holders of our Tranche 1 Warrants pursuant to exercises of 36,920 Tranche 1 Warrants; and • 12,660 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 23,449 Tranche 2 Warrants; and • 24 Ordinary Shares were issued to holders of our Tranche 2 Warrants pursuant to exercises of 38 Tranche 2 Warrants; and • 4,189 Ordinary Shares were issued to holders of Diamond Warrants pursuant to exercises of 18,162 Diamond Warrants.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions, and other factors deemed relevant by our Board. 38 Stock Performance Graph The chart below presents a comparison of the cumulative total returns, assuming $100 was invested at the beginning of the period for Noble, the Standard & Poor's 500 Index (“S&P 500”), the PHLX Oil Service Sector Index (“OSX”), and the Dow Jones US Oil Equipment and Services.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual and indenture restrictions, and other factors deemed relevant by our Board of Directors. 38 Stock Performance Graph The chart below presents a comparison of the cumulative total returns, assuming $100 was invested at the beginning of the period for Noble, the Standard & Poor's 500 Index (“S&P 500”), the PHLX Oil Service Sector Index (“OSX”), and the Dow Jones US Oil Equipment and Services.
Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date. This graph depicts the past performance for the period from June 9, 2021, the day our Noble Cayman Shares began trading on the NYSE, through December 31, 2023, and in no way should be used to predict future share performance.
Total return assumes the reinvestment of dividends, if any, in the security on the ex-dividend date. This graph depicts the past performance for the period from June 9, 2021, the day our Noble Cayman Shares began trading on the NYSE, through December 31, 2024, and in no way should be used to predict future share performance.
For more information on the terms of exercise and other features of the warrants, see “Note 9 — Equity” to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
For more information on the terms of exercise and other features of the warrants, see “Note 7 — Equity” to our consolidated financial statements included in Item 8 of Part II of this Annual Report on Form 10-K.
Such Noble Cayman Shares or Ordinary Shares, as the case may be, were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code, as the case may be.
Such Ordinary Shares, as the case may be, were issued pursuant to the exemptions from the registration requirements of the Securities Act under Section 4(a)(2) under the Securities Act or Section 1145 of the Bankruptcy Code, as the case may be.
INDEXED RETURNS Company / Index June 9, 2021 December 31, 2021 December 31, 2022 December 31, 2023 Noble Corporation plc $ 100.00 $ 100.24 $ 152.36 $ 197.37 S&P 500 Index 100.00 112.95 90.99 113.04 Dow Jones US Oil Equipment & Services Index 100.00 77.84 127.98 132.25 OSX Index 100.00 78.50 124.90 125.00 The above graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. 39 Item 6. [Reserved].
Indexed Returns Company / Index June 9, 2021 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Noble Corporation plc $ 100.00 $ 100.24 $ 152.36 $ 197.37 $ 128.69 S&P 500 Index 100.00 112.95 90.99 113.04 139.39 Dow Jones US Oil Equipment & Services Index 100.00 77.84 127.98 132.25 119.55 OSX Index 100.00 78.50 124.90 125.00 108.16 The above graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing. 39 Item 6. [Reserved].
Share Repurchases The following table presents information about our purchases of equity securities for the three months ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plans or Programs (1) October 1 - 31, 2023 — — — $ 305,000,187 November 1 - 30, 2023 — — — $ 305,000,187 December 1- 31, 2023 329,069 $ 45.03 329,069 $ 290,174,049 Total 329,069 329,069 $ 290,174,049 (1) Subject to restrictions under applicable law discussed in “Note 9 — Equity” to our consolidated financial statements, we announced a share repurchase plan on November 2, 2022, to purchase up to $400 million of outstanding Ordinary Shares or Warrants.
Share Repurchases The following table presents information about our purchases of equity securities for the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program (1) Approximate Dollar Value of Shares that may yet be Purchased Under a Plan or Program (1) October 1 - 31, 2024 — $ — — $ 440,174,211 November 1 - 30, 2024 1,081,487 $ 33.85 1,081,487 $ 403,539,117 December 1- 31, 2024 423,398 $ 31.52 423,398 $ 390,184,935 Total 1,504,885 1,504,885 $ 390,184,935 (1) Subject to restrictions under applicable law discussed in “Note 7 — Equity” to our consolidated financial statements, we announced a share repurchase plan on November 2, 2022, to purchase up to $400 million of outstanding Ordinary Shares or Warrants.
The $400 million authorization does not have a fixed expiration and may be modified, suspended, or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. During the three months ended December 31, 2023, we repurchased 329,069 of our Ordinary Shares, which were subsequently cancelled.
On October 22, 2024, Noble’s Board of Directors authorized an increased share repurchase authorization of up to an additional $400 million. The authorization does not have a fixed expiration and may be modified, suspended, or discontinued at any time. The program does not obligate us to acquire any particular amount of shares. All repurchased shares were subsequently cancelled.
Market for Shares and Related Shareholder Information Our shares are listed on the New York Stock Exchange under the ticker symbol “NE” and on the Nasdaq Copenhagen A/S under the ticker symbol “NOBLE.” On February 15, 2024, there were 142,766,794 Ordinary Shares outstanding held by 10 shareholder accounts of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market for Shares and Related Shareholder Information Our shares are listed on the New York Stock Exchange under the ticker symbol “NE”. On February 14, 2025, there were 159,191,313 Ordinary Shares outstanding held by 8 shareholder accounts of record.
Removed
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

95 edited+28 added−41 removed36 unchanged
Biggest change(3) Figures in the table include the rigs acquired in connection with the Business Combination and exclude the five jackup rigs (each a “Remedy Rig,” and collectively the “Remedy Rigs”) sold in October 2022. 43 Contract Drilling Services The following table presents the operating results for our contract drilling services segment for the period indicated (dollars in thousands): Years ended December 31, Change 2023 2022 $ % Operating revenues: Contract drilling services $ 2,461,715 $ 1,332,841 $ 1,128,874 85 % Reimbursables and other (1) 127,303 81,006 46,297 57 % $ 2,589,018 $ 1,413,847 $ 1,175,171 83 % Operating costs and expenses: Contract drilling services $ 1,452,281 $ 897,096 $ 555,185 62 % Reimbursables (1) 91,642 64,427 27,215 42 % Depreciation and amortization 301,345 146,879 154,466 105 % General and administrative 128,413 82,177 46,236 56 % Merger and integration costs 60,335 84,668 (24,333) (29) % Gain on sale of operating assets, net — (90,230) 90,230 (100) % Hurricane losses and (recoveries), net (19,703) 60 (19,763) (32,938) % 2,014,313 1,185,077 829,236 70 % Operating income (loss) $ 574,705 $ 228,770 $ 345,935 151 % (1) We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses.
Biggest changeContract Drilling Services The following table presents the operating results for our contract drilling services segment for the period indicated (dollars in thousands): Years Ended December 31, Change 2024 2023 $ % Operating revenues: Contract drilling services $ 2,918,767 $ 2,461,715 $ 457,052 19 % Reimbursables and other (1) 139,051 127,303 11,748 9 % $ 3,057,818 $ 2,589,018 $ 468,800 18 % Operating costs and expenses: Contract drilling services $ 1,687,164 $ 1,452,281 $ 234,883 16 % Reimbursables (1) 105,479 91,642 13,837 15 % Depreciation and amortization 428,626 301,345 127,281 42 % General and administrative 140,499 128,413 12,086 9 % Merger and integration costs 109,424 60,335 49,089 81 % Gain on sale of operating assets, net (17,357) — (17,357) — % Hurricane losses and (recoveries), net — (19,703) 19,703 (100) % 2,453,835 2,014,313 439,522 22 % Operating income (loss) $ 603,983 $ 574,705 $ 29,278 5 % (1) We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses.
We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions, and customers. The Company has a track record of industry-leading utilization coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be a leader in industry innovation and first-mover in sustainability.
We have one of the youngest and highest specification fleets of global scale in the industry, with diversification across asset classes, geographic regions, and customers. The Company has a track record of industry-leading utilization coupled with a commitment to best-in-class safety performance and customer satisfaction. We strive to be the leader in industry innovation and a first-mover in sustainability.
Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the harsh and ultra-harsh environment jackup markets, which typically are more technically challenging markets in which to operate.
Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ complicated offshore drilling programs safely and with greater efficiency. We are primarily focused on the ultra-deepwater market and the harsh and ultra-harsh environment jackup markets, which typically are more technically challenging markets to operate in.
The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization, and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers, or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.
The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization, and contract preparation, which are not expected to be 41 significant to our contract drilling services revenues, amounts constituting reimbursables from customers, or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.
We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which 49 form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
Maritime employer’s liability claims are generally estimated using actuarial determinations. General liability claims are estimated by our internal claims department by evaluating the facts and circumstances of each claim (including incurred but not reported claims) and making estimates based upon historical experience with similar claims.
Maritime employer’s liability claims are generally estimated using actuarial determinations. General liability claims are estimated by our internal claims department by evaluating the facts and circumstances of each claim (including incurred but not reported claims) and 50 making estimates based upon historical experience with similar claims.
The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550.0 million with 46 maturity in April 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes.
The revolving credit facility under the 2023 Revolving Credit Agreement (the “2023 Revolving Credit Facility”) provides for commitments of $550.0 million with maturity in April 2028. The guarantors under the 2023 Revolving Credit Facility are the same subsidiaries of Noble Finance II that are or will be guarantors of the 2030 Notes.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board.
The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, the availability of sufficient distributable reserves, contractual and indenture restrictions, and other factors deemed relevant by our Board of Directors.
Changes in these judgments or estimates can have a material impact on the valuation of the respective assets and liabilities acquired and our results of 50 operations in periods after acquisition.
Changes in these judgments or estimates can have a material impact on the valuation of the respective assets and liabilities acquired and our results of operations in periods after acquisition.
See “Note 8 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
See “Note 6 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed by Noble. Executive Overview Noble is a leading offshore drilling contractor for the oil and gas industry.
The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed by Noble. Executive Overview Noble is a leading offshore drilling contractor for the oil and gas industry.
At December 31, 2023, we had other commitments that we are contractually obligated to fulfill with cash if the obligations are called. These obligations include letters of credit that guarantee our performance as it relates to our drilling contracts, tax, and other obligations in various jurisdictions.
At December 31, 2024, we had other commitments that we are contractually obligated to fulfill with cash if the obligations are called. These obligations include letters of credit that guarantee our performance as it relates to our drilling contracts, tax, and other obligations in various jurisdictions.
Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. While backlog did not include any letters of intent as of December 31, 2023, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts.
Our contract drilling services backlog reflects estimated future revenues attributable to signed drilling contracts. While backlog did not include any letters of intent as of December 31, 2024, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts.
(5) Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs, including cold-stacked rigs, and the number of calendar days in such period.
(4) 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, including cold-stacked rigs, and the number of calendar days in such period.
We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology. As of the filing date of this Annual Report on Form 10-K, our fleet of 32 drilling rigs consists of 19 floaters and 13 jackups strategically deployed worldwide.
We also manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, which includes the use of data analytics and predictive maintenance technology. As of the filing date of this Annual Report on Form 10-K, our fleet of 40 drilling rigs consists of 27 floaters and 13 jackups strategically deployed worldwide.
During the year ended December 31, 2023, our tax provision included tax benefits of $187.2 million related to a release of valuation allowances in Luxembourg, Guyana, Switzerland, and Norway, and a tax benefit of $6.8 million related to an uncertain tax position release.
During the year ended December 31, 2023, our tax provision included tax benefits of $187.2 million related to releases of valuation allowances in Luxembourg, Guyana, Switzerland, and Norway, and a tax benefit of $6.8 million related to uncertain tax position releases.
During the years ended December 31, 2023 and 2022, no impairment charges were recognized. 49 Impairment assessment inherently involves management judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions.
During the years ended December 31, 2024 and 2023, no impairment charges were recognized. Impairment assessment inherently involves management judgments as to assumptions about expected future cash flows and the impact of market conditions on those assumptions.
In addition, $9.9 million is due on a long-term basis under the Danish Holiday Act of 2020. For a description of our operating lease obligations, refer to “Note 11 — Leases” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
In addition, $9.5 million is due on a long-term basis under the Danish Holiday Act of 2020. For a description of our operating and finance lease obligations, refer to “Note 9 — Leases” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
While we remain encouraged about the increasing overall rig demand, to the extent global macroeconomic concerns become more prevalent and produce downward pressure on oil and gas prices, we could experience downward pressure on overall rig demand for both floaters and jackups.
While we remain encouraged about overall long-term rig demand, to the extent global macroeconomic concerns become more prevalent and produce downward pressure on oil and gas prices, we could experience downward pressure on overall rig demand for both floaters and jackups.
As of December 31, 2023 and 2022, the Company had $202.3 million and $175.9 million of long-term tax reserves for unrecognized tax benefits, including interest and penalties, which are included in “Other liabilities.” The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and, therefore, could have a material impact on our tax provision, net income and cash flows.
As of December 31, 2024 and 2023, the Company had $196.0 million and $202.3 million of net long-term tax reserves for unrecognized tax benefits, including interest and penalties, which are included in “Other liabilities.” The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and, therefore, could have a material impact on our tax provision, net income and cash flows.
Summary of Contractual Cash Obligations and Commitments We have $202.3 million of long-term tax reserves for uncertain tax positions, including interest and penalties, which are included in “Other liabilities” due to the difficulty in making reasonably reliable estimates of the timing of cash settlements to taxing authorities.
Summary of Contractual Cash Obligations and Commitments We have $196.0 million of net long-term tax reserves for uncertain tax positions, including interest and penalties, which are included in “Other liabilities” due to the difficulty in making reasonably reliable estimates of the timing of cash settlements to taxing authorities.
Amended and Restated Senior Secured Revolving Credit Agreement On April 18, 2023, certain subsidiaries of Noble amended and restated the senior secured credit facility, dated February 5, 2021, by entering into an Amended and Restated Senior Secured Revolving Credit Agreement, dated April 18, 2023 (the “2023 Revolving Credit Agreement”), by and among Noble Finance II, Noble International Finance Company (“NIFCO”) and Noble Drilling A/S, as borrowers (the “Borrowers”), the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and security trustee.
Amended and Restated Senior Secured Revolving Credit Agreement In April 2023, certain subsidiaries of Noble amended and restated the senior secured revolving credit agreement, dated February 5, 2021, by entering into an Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 18, 2023 (as amended and otherwise modified from time to time, the “2023 Revolving Credit Agreement”), by and among Noble Finance II, Noble International Finance Company (“NIFCO”), Noble Drilling A/S, and each other designated borrower from time to time party thereto, as borrowers (the “Borrowers”), the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, and security trustee.
See “Note 12 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. At December 31, 2023, no long-term debt is due in the next twelve months and $600.0 million will be due subsequent to 2024.
See “Note 10 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. At December 31, 2024, no long-term debt is due in the next twelve months and $2.0 billion will be due subsequent to 2025.
For additional information, see “Note 14 — Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Other Income and Expenses Interest expense, net of amounts capitalized. Interest expense totaled $59.1 million and $42.7 million for the years ended December 31, 2023 and 2022, respectively.
For additional information, see “Note 12 — Commitments and Contingencies” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Other Income and Expenses Interest expense, net of amounts capitalized. Interest expense totaled $94.2 million and $59.1 million for the years ended December 31, 2024 and 2023, respectively.
At December 31, 2023, $12.6 million of pension obligations will be due in the next twelve months and the remainder of $125.0 million will be due subsequent to 2024. See “Note 13 — Employee Benefit Plans” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
At December 31, 2024, $13.0 million of pension obligations will be due in the next twelve months and the remainder of $127.3 million will be due subsequent to 2025. See “Note 11 — Employee Benefit Plans” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling for the year ended December 31, 2023. For additional information, see “Note 4 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Income tax benefit (provision).
For additional information, see “Note 10 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Gain on bargain purchase. Noble recognized a $5.0 million gain on the bargain purchase of Maersk Drilling for the year ended December 31, 2023.
Noble recognized loss on extinguishment of debt of $26.4 million for the year ended December 31, 2023, related to the redemption of the remaining balance on our Second Lien Notes and refinancing of other debt.
Gain (loss) on extinguishment of debt, net. Noble recognized loss on extinguishment of debt of $26.4 million for the year ended December 31, 2023, related to the redemption of the remaining balance on notes and refinancing of other debt.
We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called. At December 31, 2023, $16.9 million letters of credit and commercial commitments will expire in the next twelve months and the remainder of $98.6 million will expire subsequent to 2024.
We expect to comply with the underlying performance requirements and we expect obligations under these letters of credit and surety bonds will not be called. At December 31, 2024, $30.6 million letters of credit and commercial commitments will expire in the next twelve months and the remainder of $121.0 million will expire subsequent to 2025.
As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares).
As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period commencing on September 28, 2022 (subject to an overall aggregate maximum of 20.6 million Ordinary Shares).
Accordingly, we may be required to increase or decrease our reserve levels. At December 31, 2023, loss reserves for personal injury and protection claims totaled $63.9 million, of which $21.9 million was included in “Other current liabilities” and $42.0 million in “Other long-term liabilities” in the accompanying Consolidated Balance Sheets.
Accordingly, we may be required to increase or decrease our reserve levels. At December 31, 2024, loss reserves for personal injury and protection claims totaled $164.1 million, of which $149.2 million was included in “Other current liabilities” and $14.9 million in “Other long-term liabilities” in the accompanying Consolidated Balance Sheets.
Noble recognized $31.8 million of costs during the year ended December 31, 2023, in connection with the Hurricane Ida incident, which was offset by the recognition of insurance recoveries of $51.5 million. During the year ended December 31, 2022, Noble recognized $22.0 million of costs, which was offset by the recognition of insurance recoveries of $21.9 million.
During the year ended December 31, 2024, costs in connection with the Hurricane Ida incident were offset by accrued recoveries. During the year ended December 31, 2023, Noble recognized $31.8 million of costs, which was offset by the recognition of insurance recoveries of $51.5 million.
For additional information regarding our backlog, see “ — Contract Drilling Services Backlog.” Capital Additions Capital additions totaled $454.3 million and $193.6 million for the years ended December 31, 2023 and 2022, respectively.
For additional information regarding our backlog, see “Contract Drilling Services Backlog.” Capital Additions Capital additions totaled $520.3 million and $454.3 million for the years ended December 31, 2024 and 2023, respectively.
For additional information about our 2023 Revolving Credit Facility, see “Note 8 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
For additional information about the Diamond Credit Agreement, see “Note 6 — Debt” to our consolidated 47 financial statements included in Part II, Item 8 of this Annual Report on Form 10-K to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2023, we had no borrowings outstanding and $7.4 million of letters of credit issued under our 2023 Revolving Credit Facility and an additional $108.1 million in letters of credit and surety bonds issued under bilateral arrangements.
As of December 31, 2024, we had no borrowings outstanding and $24.8 million of letters of credit issued under our 2023 Revolving Credit Facility and an additional $126.8 million in letters of credit and surety bonds issued under bilateral arrangements.
The 2030 Notes were issued pursuant to an indenture, dated April 18, 2023, among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee.
The Initial 2030 Notes were issued pursuant to an indenture, dated April 18, 2023 (as supplemented or otherwise modified from time to time, the “Noble Indenture”), among Noble Finance II, the subsidiaries of Noble Finance II party thereto, as guarantors (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee.
These 47 incurred costs exceeded our $5.0 million deductible in 2022. We received partial insurance recoveries in 2023 and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs. Net cash provided by operating activities was $574.3 million and $281.0 million for the years ended December 31, 2023 and 2022, respectively.
We received partial insurance recoveries in 2024 for each of these claims and we continue to seek insurance recoveries for the remainder of the incurred and anticipated costs. Net cash provided by operating activities was $655.5 million and $574.3 million for the years ended December 31, 2024 and 2023, respectively.
Sources and Uses of Cash Our principal sources of capital in 2023 were cash generated from operating activities as well as net proceeds from the issuance of the 2030 Notes.
Liquidity and Capital Resources Sources and Uses of Cash Our principal sources of capital in 2024 were cash generated from operating activities as well as net proceeds from the issuance of additional 2030 Notes (as defined below).
Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, such as the Russia-Ukraine conflict, Middle East conflicts, and the Guyana-Venezuela dispute, and their respective regional and global ramifications, have the potential to negatively impact our ability to conduct our day-to-day operations. Contract Drilling Services Backlog We maintain a backlog of commitments for contract drilling services.
Additionally, we expect supply chain disruptions to continue, and potentially accelerate, as geopolitical crises, such as the Russia-Ukraine conflict, Middle East conflicts, the Guyana-Venezuela dispute, and their respective regional and global ramifications, may negatively impact our ability to conduct our day-to-day operations.
Additionally, jackups revenue from net non-cash amortization related to off-market customer contract assets and liabilities increased $25.5 million in the current period. Operating Costs and Expenses Floaters. During the year ended December 31, 2023, total contract drilling services cost related to floaters was $1.1 billion, as compared to $600.2 million in year ended December 31, 2022.
Additionally, jackup revenue from net non-cash amortization related to off-market customer contract assets and liabilities decreased $27.1 million during the current year. Operating Costs and Expenses Floaters. During the year ended December 31, 2024, total contract drilling services cost related to floaters was $1.3 billion, as compared to $1.1 billion in year ended December 31, 2023.
Under the CEA, the table above includes awarded and remaining term of three years and five months related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor, and Noble Sam Croft .
Under the CEA, the table above includes awarded and remaining current contract term to August 18, 2028, related to each of the four following rigs: the Noble Tom Madden, Noble Bob Douglas, Noble Don Taylor , and Noble Sam Croft .
Cash on hand during the current period was primarily used for the following: • normal recurring operating expenses; • planned and discretionary capital expenditures; • repurchase, redemptions, or repayments of debt and interest; • fees and expenses related to merger and integration costs; • share repurchases and dividend payments; and • certain contractual cash obligations and commitments.
Cash on hand during the current period was primarily used for the following: • cash consideration and fees related to the Diamond Transaction; • normal recurring operating expenses; • capital expenditures; • fees and expenses related to merger and integration costs; • share repurchases and dividend payments; and • certain contractual cash obligations and commitments.
To the extent actual results do not meet our estimated assumptions for a given rig, piece of equipment or intangible customer contract, we may take an impairment loss in the future. In determining the fair value of the assets, we make significant assumptions and estimates regarding future market conditions.
To the extent actual results do not meet our estimated assumptions for a given rig, piece of equipment or intangible customer contract, we may take an impairment loss in the future.
At December 31, 2022, loss reserves for personal injury and protection claims totaled $35.3 million of which $15.5 million was included in “Other current liabilities” and $19.8 million in “Other long-term liabilities” in the accompanying Consolidated Balance Sheets. Business Combinations We follow the acquisition method of accounting for business combinations.
At December 31, 2023, loss reserves for personal injury and protection claims totaled $63.9 million of which $21.9 million was included in “Other current liabilities” and $42.0 million in “Other long-term liabilities” in the accompanying Consolidated Balance Sheets. Business Combinations We follow the acquisition method of accounting for business combinations.
During the year ended December 31, 2023, we declared dividends of approximately $101.8 million, including accrued dividends, (or $0.70 per share), and made cash dividend payments of approximately $98.8 million. On February 22, 2024, our Board of Directors approved a declaration of a quarterly cash interim dividend on our Ordinary Shares of $0.40 per share.
During the year ended December 31, 2024, we declared dividends of approximately $278.3 million, including accrued dividends, (or $1.80 per share), and made cash dividend payments of approximately $277.8 million. On February 17, 2025, our Board of Directors approved a declaration of a quarterly cash interim dividend on our Ordinary Shares of $0.50 per share.
Noble recognized other income of $18.1 million for the year ended December 31, 2023, primarily related to the recognition of approximately $19.1 million of compensation related to a joint taxation scheme with A.P. Møller Holding A/S.
For the year ended December 31, 2024, Noble made a tax contribution repayment of $4.0 million related to a joint taxation scheme with A.P. Møller Holding A/S. For the year ended December 31, 2023, other income primarily related to the recognition of approximately $19.1 million of compensation under the same arrangement.
Average Rig Utilization (1) Operating Days (2) Average Dayrates (2) Year Ended December 31, Year Ended December 31, Year Ended December 31, 2023 2022 2023 2022 2023 2022 Floaters (3) 73 % 77 % 5,067 3,654 $382,041 $273,500 Jackups (3) 64 % 77 % 3,272 2,751 128,161 119,251 Total 69 % 77 % 8,339 6,405 $282,392 $207,240 (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.
Average Rig Utilization (1) Operating Days (2) Average Dayrates (2) Year Ended December 31, Year Ended December 31, Year Ended December 31, 2024 2023 2024 2023 2024 2023 Floaters 69 % 73 % 5,372 5,067 $ 427,192 $ 382,041 Jackups 77 % 64 % 3,678 3,272 153,321 128,161 Total 72 % 69 % 9,050 8,339 $ 315,883 $ 282,392 (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.
This dividend is to be payable on March 21, 2024, to shareholders of record at close of business on March 08, 2024.
This dividend is to be payable on March 20, 2025, to shareholders of record at close of business on March 5, 2025.
For the year ended December 31, 2023, our financial and operating results include: • operating revenues totaling $2.6 billion; • net income of $481.9 million or $3.32 per diluted share; • net cash provided by operating activities totaling $574.3 million; • nothing drawn down on the 2023 Revolving Credit Facility as of December 31, 2023, and • a year end cash balance of $360.8 million.
For the year ended December 31, 2024, our financial and operating results include: • operating revenues totaling $3.1 billion; • net income of $448.4 million or $2.96 per diluted share; • net cash provided by operating activities totaling $655.5 million; • no funds drawn down on the 2023 Revolving Credit Facility as of December 31, 2024, and • a year end cash balance of $247.3 million.
For additional information, see “Note 4 — Acquisitions and Divestitures” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Hurricane losses and recoveries, net.
For additional information, see “Note 2 — Acquisitions and Divestitures” and “Note 3 — Merger and Integration Costs” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Gain on sale of operating assets, net.
Under the CEA, dayrates earned by each rig will be updated twice per year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil.
Under the CEA, dayrates for the rigs are repriced on March 1 and September 1 each year to the projected market rate at the time the new rate goes into effect, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil.
Dividends Our most recent quarterly dividend, totaling approximately $56.4 million (or $0.40 per share), was declared on October 31, 2023, and paid on December 14, 2023, to shareholders of record at close of business on November 15, 2023.
Dividends Our most recent quarterly dividend, totaling approximately $79.7 million (or $0.50 per share), was declared on November 5, 2024, and paid on December 19, 2024, to shareholders of record at close of business on December 5, 2024.
Our anticipated cash flow needs, both in the short term and long term, may also include the above.
Our anticipated cash flow needs, both in the short term and long term, may also include repurchases, redemptions, or repayments of debt and interest.
Our total capital additions estimate for 2024, net of reimbursements, is expected to range between $400.0 million and $440.0 million, of which approximately $270.0 million to $300.0 million is currently anticipated to be spent for sustaining capital. We expect to fund these capital additions with cash generated by our operations and cash on hand.
Our total capital additions estimate for 2025, net of reimbursements, is expected to range between $375.0 million and $425.0 million. We expect to fund these capital additions with cash generated by our operations and cash on hand.
Under the CEA, ExxonMobil may reassign terms among rigs. 42 (4) In 2022, Noble renewed its five-year Framework Agreement with Aker BP for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible , for activities offshore Norway.
Under the CEA, ExxonMobil may reassign remaining contract term among rigs, subject to maintaining certain minimum contract term on the rig from which term is removed. (3) In 2022, Noble renewed its five-year Framework Agreement with Aker BP for the provision of ultra-harsh environment jackup rigs, the Noble Integrator and Noble Invincible , for activities offshore Norway.
For additional information, see “Note 8 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Interest income and other, net.
For additional information, see “Note 6 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Interest income and other, net. Noble recognized other expenses of $17.4 million and other income of $18.1 million for the years ended December 31, 2024 and 2023, respectively.
Noble incurred $60.3 million and $84.7 million of merger and integration costs during the years ended December 31, 2023 and 2022, respectively, primarily in connection with the Business Combination with Maersk Drilling in October 2022.
Noble incurred $109.4 million and $60.3 million of merger and integration costs during the years ended December 31, 2024 and 2023, respectively, primarily as a result of the Diamond Transaction and the Business Combination with Maersk Drilling.
The following discussion is intended to assist you in understanding our financial position at December 31, 2023 and 2022, and our results of operations for the years ended December 31, 2023 and 2022, the period from February 6 through December 31, 2021, and the period from January 1 through February 5, 2021.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion is intended to assist you in understanding our financial position at December 31, 2024 and 2023, and our results of operations for the years ended December 31, 2024, 2023, and 2022.
Capital additions for the year ended December 31, 2023, consisted of the following: • $258.9 million for sustaining capital; • $166.7 million in major projects, including subsea and other related projects; and • $28.7 million for rebillable capital and contract modifications.
Capital additions for the year ended December 31, 2024, consisted of the following: • $312.5 million for sustaining capital; • $169.8 million in major projects, including subsea and other related projects; 46 • $34.3 million for rebillable capital and contract modifications; and • $3.7 million for capitalized interest.
It can be difficult to determine the fair value based on the cyclical nature of our business, demand for offshore drilling rigs in different markets, and changes in economic conditions.
These projections involve uncertainties that rely on assumptions about current and future market conditions, timing of future contract awards, and marketability of a unit. It can be difficult to determine the fair value based on the cyclical nature of our business, demand for offshore drilling rigs in different markets, and changes in economic conditions.
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.
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. (2) Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020.
Such tax benefits were offset by tax expenses of $2.3 million related to the sale of the Remedy Rigs, $10.8 million related to contract fair value amortization, and various recurring items comprised of Guyana excess withholding tax on gross revenue of $34.7 million and annual current and deferred tax expense accrual of $24.9 million primarily in Luxembourg, Switzerland, US, Norway, and Ghana. 2022 Compared to 2021 Information related to a comparison of our results of operations for the year ended December 31, 2022, compared to the period from February 6 through December 31, 2021, (“Prior Year Successor Period”) and the period from January 1 through February 5, 2021, (“Prior Year Predecessor Period”) is included in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 9, 2023.
Such tax benefits were offset by tax expenses related to uncertain tax positions of $20.9 million in various countries, contract fair value amortization of $23.7 million, and various recurring quarterly accruals of $179.6 million primarily in Guyana, Switzerland, and Luxembourg. 2023 Compared to 2022 Information related to a comparison of our results of operations for the year ended December 31, 2023, compared to the year ended December 31, 2022, is included in Part II, Item 7, “Management's Discussion and Analysis of Financial Condition 45 and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024.
Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. In 2022 and 2023, we incurred and, in 2024, we anticipate to incur, additional expenses and capital costs related to the damage and repair of a jackup rig.
Subject to market conditions and other factors, we may also issue equity or long-term debt securities to fund our cash flow needs and for other purposes. We have been incurring expenses and capital costs related to incidents regarding one floater and one jackup. These incurred costs related to each rig each exceeded the applicable deductible.
During the year ended December 31, 2023, we repurchased 2.3 million of our Ordinary Shares, which were subsequently cancelled.
During the year ended December 31, 2024, we repurchased 8.4 million of our Ordinary Shares pursuant to such authority. All repurchased shares were subsequently cancelled.
The year ended December 31, 2023, included the repayment of the DSF Credit Facility in full, using cash on hand, redemption of the remaining balance of the Second Lien Notes, repayment of the DNB Credit Facility, and issuance of 2030 Notes.
The year ended December 31, 2023, included the repayment of the DSF Credit Facility in full, the redemption of notes, the repayment of the New DNB Credit Facility, totaling $673.4 million, and the $600.0 million issuance of the initial 2030 Notes.
See Part I, Item 1A, “Risk Factors—Risks Related to Our Business and Operations — Our current backlog of contract drilling revenue may not be ultimately realized.” As of December 31, 2023, ExxonMobil, Aker BP, and Petrobras represented approximately 42.5%, 15.3%, and 12.9% of our backlog, respectively.
See Part I, Item 1A, “Risk Factors—Risks Related to Our Business and Operations — Our current backlog of contract drilling revenue may not be ultimately realized.” As of December 31, 2024, ExxonMobil, BP, and Petrobras represented approximately 37.2%, 13.1%, and 12.6% of our backlog, respectively. 42 Results of Operations Results for the years ended December 31, 2024 and 2023 Net income for the year ended December 31, 2024, was $448.4 million, or $2.96 per diluted share, on operating revenues of $3.1 billion compared to net income for the year ended December 31, 2023, of $481.9 million, or $3.32 per diluted share, on operating revenues of $2.6 billion.
Contract Drilling Services Revenues The following table provides information about contract drilling services revenues and costs by rig types (dollars in millions except average dayrates): Years Ended December 31, 2023 2022 Floaters Jackups Floaters Jackups Contract drilling services revenues $ 2,010 $ 452 $ 998 $ 335 Contract drilling services costs $ 1,112 $ 340 $ 600 $ 297 Average rig utilization 73 % 64 % 77 % 77 % Operating days 5,067 3,272 3,654 2,751 Average dayrates $ 382,041 $ 128,161 $ 273,500 $ 119,251 Total rigs — Beginning 19 13 12 8 — Acquired — — 8 10 — Disposed — — (1) (5) — Ending 19 13 19 13 Floaters.
Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations, or cash flows. 43 Contract Drilling Services Revenues The following table provides information about contract drilling services revenues and costs by rig types (dollars in millions except average dayrates): Years Ended December 31, 2024 2023 Floaters Jackups Floaters Jackups Contract drilling services revenues $ 2,350 $ 569 $ 2,010 $ 452 Contract drilling services costs $ 1,306 $ 381 $ 1,112 $ 340 Average rig utilization 69 % 77 % 73 % 64 % Operating days 5,372 3,678 5,067 3,272 Average dayrates $ 427,192 $ 153,321 $ 382,041 $ 128,161 Total rigs — Beginning 19 13 19 13 — Acquired 11 — — — — Disposed (3) — — — — Ending 27 13 19 13 Floaters.
As of December 31, 2023, contract drilling services backlog totaled approximately $4.8 billion, which represents approximately 65% of available days for 2024.
As of December 31, 2024, contract drilling services backlog totaled approximately $6.1 billion.
For additional information, see “Note 12 — Income Taxes” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. We recognized other income of $14.4 million for the year ended December 31, 2022. Gain on bargain purchase.
As of December 31, 2024, we had outstanding $1.4 billion aggregate principal amount of our 2030 Notes. For additional information about the 2030 Notes, see “Note 6 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
During the year ended December 31, 2023, floaters generated revenue of $2.0 billion, as compared to $997.8 million in year ended December 31, 2022.
During the year ended December 31, 2024, floaters generated revenue of $2.3 billion, as compared to $2.0 billion in year ended December 31, 2023. The increase in revenue was mainly attributable to $297.0 million provided by the additional floaters acquired in connection with the Diamond Transaction.
Share Repurchases Under law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders. Such purchases may be paid for only out of Noble’s “distributable 48 reserves” as determined by reference to relevant statutory accounts in accordance with law.
Share Repurchases Under English law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” pursuant to a contract approved by shareholders (except where the purchase is for the purposes of, or pursuant to, any employees’ share scheme).
We also repurchased 2.3 million of our Ordinary Shares for total of $94.8 million and made dividend payments to our shareholders of $98.8 million.
We also repurchased 2.3 million of our Ordinary Shares for a total of $94.8 million and made dividend payments to our shareholders of $98.8 million. At December 31, 2024, we had a total contract drilling services backlog of approximately $6.1 billion, which includes a commitment of 57% of available days for 2025.
Those factors include, but are not limited to, the price and price stability of oil and gas, the relative cost and carbon footprint of offshore resources within each operator’s broader energy portfolio, global macroeconomic conditions, world energy demand, the operator’s strategy toward renewable energy sources, environmental considerations, and governmental policies. 40 Over the last decade, the offshore drilling industry has experienced significant volatility and change, which has meaningfully impacted both the supply of, and demand for, offshore rigs.
Those factors include, but are not limited to, the price and price stability of oil and gas, the relative cost and carbon footprint of offshore resources within each operator’s broader energy portfolio, global macroeconomic conditions, world energy demand, the operator’s strategy toward renewable energy sources, environmental considerations, and governmental policies. 40 Outlook In recent years, oil prices have generally remained at levels that are supportive of offshore exploration and development activity and global rig demand recovered to eclipse pre-pandemic levels, albeit with some moderation over the past 12 months.
Low-cost and low-emission barrels are expected to be the most attractive conventional source to meet 41 energy needs, both currently and in the future. Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand.
Global energy demand is predicted to increase over the coming decades, and we expect that offshore oil and gas will continue to play an important and lasting role in meeting this demand. We expect inflationary pressures to persist, which has led, and may continue to lead, to increased costs of services.
For additional information, see “Note 8 — Debt“ to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. 45 Gain (loss) on extinguishment of debt, net.
As of December 31, 2024, we had outstanding $550.0 million aggregate principal amount of our Diamond Second Lien Notes. For additional information about the Diamond Second Lien Notes, see “Note 6 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Net cash provided by investing activities was $375.8 million for the year ended December 31, 2022, and included proceeds from the sale of the Remedy Rigs and cash acquired in the Business Combination with Maersk Drilling. Net cash used in financing activities was $325.8 million and $367.8 million for the years ended December 31, 2023 and 2022, respectively.
Net cash provided by financing activities was $188.1 million and net cash used in financing activities was $325.8 million for the years ended December 31, 2024 and 2023, respectively. The year ended December 31, 2024, included the issuance of an additional $824.0 million of 2030 Notes.
The energy transition from hydrocarbons to renewables poses a challenge to the oil and gas sector and our market. Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources.
Energy rebalancing trends have accelerated in recent years as evidenced by promulgated or proposed government policies and commitments by many of our customers to further invest in sustainable energy sources. Our industry could be further challenged as resource holders and policy makers continue to evaluate and calibrate strategies and capital flows to address global energy needs.
The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets. Concurrently, the incoming supply of newbuild offshore drilling rigs has diminished materially, with several newbuild rigs stranded in shipyards.
The increase in global rig demand since 2021 has had a positive impact on dayrates for most rig classes although dayrates have generally plateaued more recently. The global rig supply has come down from historic highs as Noble and other offshore drilling contractors have retired less capable and idle assets.
Such tax benefits were offset by tax expenses related to uncertain tax positions of $20.9 million in various countries, contract fair value amortization of $23.7 million, and various recurring quarterly accruals of $179.6 million primarily in Guyana, Switzerland, and Luxembourg.
Such tax benefits were offset by various recurring quarterly accruals of $187.8 million primarily in Guyana, Nigeria, the United States, Switzerland, and Luxembourg.
This increase in global demand has been the result of the combination of growing confidence in commodity prices remaining at or above current levels, heightened focus on energy security, recent multi-year underinvestment in the development and exploration of hydrocarbons, and relative attractiveness of offshore plays with respect to both cost and a carbon emissions perspective.
Current demand and utilization levels are supported by the combination of resilient commodity prices, heightened focus on energy security, the capital intensity of depletion replacement, and relative attractiveness of offshore plays with respect to both cost and carbon emissions.
See “Note 8 — Debt” to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Interest expense primarily relates to our 2030 Notes which, in part, refinanced prior debt assumed in the Business Combination with Maersk Drilling in October 2022, as well as the Diamond Second Lien Notes. For additional information, see “Note 6 — Debt“ to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

… 84 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+2 added−0 removed11 unchanged
Biggest changeAt December 31, 2023, we had no borrowings outstanding under the 2023 Revolving Credit Facility and $7.4 million of performance letters of credit outstanding thereunder. Because they bear interest at a fixed rate, the fair value of our 2030 Notes will fluctuate based on changes in market expectations for interest rates and perceptions of our credit risk.
Biggest changeBecause they bear interest at a fixed rate, the fair value of the 2030 Notes and the Diamond Second Lien Notes will fluctuate based on changes in market expectations for interest rates and perceptions of our credit risk. The fair value of our total debt was $2.0 billion as of December 31, 2024.
Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain 51 benefits for specified employees at the formula level in the qualified salary US plan.
Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain benefits for specified employees at the formula level in the qualified salary US plan.
Based on current projections, a 10% increase in the average exchange rates of all foreign currencies would hypothetically increase our future estimated operating expenses by approximately $3.9 million.
Based on current projections, a 10% increase in the average exchange rates of all foreign currencies would hypothetically increase our future estimated operating expenses by approximately $20.6 million.
Several of our regional shorebases have a significant amount of their cash operating expenses payable in foreign currencies. In order to limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which have historically settled monthly in the operations’ respective local currencies. All of these contracts had a maturity of less than 12 months.
In order to limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which have historically settled monthly in the operations’ respective local currencies. All of these contracts had a maturity of less than 12 months.
At December 31, 2023, the value of the investments in the pension funds was $216.0 million, and a hypothetical 10.0% decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $21.6 million.
At December 31, 2024, the value of the investments in the pension funds was $202.1 million, and a hypothetical 10.0% decrease in the value of the investments in the fund would have reduced the value of the fund by approximately $20.2 million.
The fair value of our total debt was $626.5 million at December 31, 2023. Foreign Currency Risk Although we are a UK company, we define foreign currency as any non-US dollar denominated currency. Our functional currency is the US dollar. However, outside the United States, a portion of our expenses are incurred in local currencies.
Foreign Currency Risk Although we are a UK company, we define foreign currency as any non-US dollar denominated currency. Our functional currency is the US dollar. However, outside the United States, a portion of our expenses are incurred in local currencies.
Borrowings under the 2023 Revolving Credit Facility, if any, bear interest at SOFR plus 0.10% plus an applicable margin, which is currently 2.75%, or a base rate stated in the agreement plus an applicable margin, which is currently 1.75%.
Borrowings under the 2023 Revolving Credit Facility, if any, bear interest at the term secured overnight financing rate (“SOFR”) plus 0.10% (subject to a 0.00% floor) plus an applicable margin, which is currently 3.00%, or a base rate stated in the 2023 Revolving Credit Agreement plus an applicable margin, which is currently 2.00%.
In order to help manage this potential risk, we periodically enter into derivative instruments to manage our net exposure to fluctuations in currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.
In order to help manage this potential risk, we periodically enter into derivative instruments to manage our net exposure to fluctuations in currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments.
Added
As of December 31, 2024, we had no borrowings outstanding under the 2023 Revolving Credit Facility and $24.8 million of performance letters of credit outstanding thereunder.
Added
We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives. 51 Several of our regional shorebases have a significant amount of their cash operating expenses payable in foreign currencies.

Other NE 10-K year-over-year comparisons