UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 20202021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to             

Commission file number: 001-36211


Noble Corporation plc
(Exact name of registrant as specified in its charter)

England and WalesCayman Islands(Registered Number 08354954)98-061959798-1575532
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification number)
10 Brook Street, London, England, W1S1BG13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: +44203300 2300(281) 276-6100

Commission file number: 001-31306
001-31306

Noble CorporationFinance Company
(Exact name of registrant as specified in its charter)

Cayman Islands98-0366361
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification number)
13135 Dairy Ashford, Suite 3D Landmark Square, 64 Earth Close, P.O. Box 31327 George Town, Grand Cayman, Cayman Islands, KY1-1206800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (345) 938-0293(281) 276-6100

Securities registered pursuant to Section 12(b) of the Act: None
Name of CompanyTitle of each classTrading symbol(s)Name of each exchange on which registered
Noble Corporation plcOrdinary SharesNENew York Stock Exchange
Noble CorporationNone——

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐
Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Noble Corporation plc:Corporation:Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting company☑Emerging growth company☐
Noble Finance Company:Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐
Noble Corporation:Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Smaller reporting company☐Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes  ☑    No  ☐
Number of shares outstanding and trading at May 5, 2020:2021: Noble Corporation plc - 250,952,965 60,137,084
Number of shares outstanding: Noble CorporationFinance Company - 261,245,693
Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, meets the conditions set forth in General Instructions H(1) (a) and (b) of Form 10-Q and is therefore filing thisThis Quarterly Report on Form 10-Q is a combined report being filed separately by two registrants: Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability, and its wholly-owned subsidiary, Noble Finance Company, an exempted company incorporated in the reduced disclosure format contemplated by paragraphs (b) and (c) of General Instruction H(2) of Form 10-Q.Cayman Islands.




TABLE OF CONTENTS
 
Page
PART I
Item 1
Noble Corporation plc (Noble-UK)(Noble) Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2020 2021and December 31, 20192020
3
Condensed Consolidated Statements of Operations for the period from February 6through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31 2020 and 2019, 2020
4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the period from February 6 throughMarch 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 30, 2020 and 201931, 2020
5
Condensed Consolidated Statements of Cash Flows for the period from February 6 throughMarch 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020
6
Condensed Consolidated Statements of Equity for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019
67
Condensed Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019
7
Noble Finance Company (Finco) Financial Statements:
Noble Corporation (Noble-Cayman) Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2020 31, 2021 and December 31, 20192020
8
Condensed Consolidated Statements of Operations for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 20192020
9
Condensed Consolidated Statements of Comprehensive Income (Loss) for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019
10
Condensed Consolidated Statements of Cash Flows for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019
11
Condensed Consolidated Statements of Equity for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019
12
13
Item 2
2736
Item 3
4049
Item 4
4149
PART II
Item 1
4350
Item 1A
4350
Item 26
4452
Item 6
4553
4657
SIGNATURES
48
This combined Quarterly Report on Form 10-Q is separately filed by Noble Corporation, plc, a public limitedan exempted company incorporated underin the laws of England and WalesCayman Islands with limited liability (“Noble-UK”Noble” or “Successor”), and Noble Corporation, aFinance Company (formerly known as Noble Corporation), an exempted company incorporated in the Cayman Islands companywith limited liability and a wholly-owned subsidiary of Noble (“Noble-Cayman”Finco”). Information.Information in this filing relating to Noble-CaymanFinco is filed by Noble-UKNoble and separately by Noble-CaymanFinco on its own behalf. Noble-CaymanFinco makes no representation as to information relating to Noble-UKNoble (except as it may relate to Noble-Cayman)Finco) or any other affiliate or subsidiary of Noble-UK. Since Noble-Cayman meets the conditions specified in General Instructions H(1)(a) and (b) to Form 10-Q, it is permitted to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies as stated in General Instructions H(2). Accordingly, Noble-Cayman has omitted from this report the information called for by “Item 3 (Quantitative and Qualitative Disclosures about Market Risk)” of Part I of Form 10-Q and the following items of Part II of Form 10-Q, “Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds),” and “Item 3 (Defaults upon Senior Securities).”Noble.
This report should be read in its entirety as it pertains to each Registrant. Except where indicated, the Condensed Consolidated Financial Statements and related Notes are combined. References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble-UKNoble and its condensed consolidated subsidiaries, including Noble-Cayman.
Finco.

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
SuccessorPredecessor
 March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
ASSETSASSETSASSETS
Current assets    Current assets
Cash and cash equivalents $175,927
 $104,621
Cash and cash equivalents$116,326 $343,332 
Accounts receivable, net 208,817
 198,665
Accounts receivable, net of allowance for credit losses of $0 and $1,069, respectivelyAccounts receivable, net of allowance for credit losses of $0 and $1,069, respectively178,942 147,863 
Taxes receivable 192,683
 59,771
Taxes receivable31,487 30,767 
Prepaid expenses and other current assets 43,886
 59,050
Prepaid expenses and other current assets27,840 80,322 
Total current assets 621,313
 422,107
Total current assets354,595 602,284 
Intangible assetsIntangible assets104,930 0 
Property and equipment, at cost 8,692,837
 10,306,625
Property and equipment, at cost1,178,688 4,777,697 
Accumulated depreciation (2,157,499) (2,572,701)Accumulated depreciation(13,873)(1,200,628)
Property and equipment, net 6,535,338
 7,733,924
Property and equipment, net1,164,815 3,577,069 
Other assets 104,448
 128,467
Other assets70,528 84,584 
Total assets $7,261,099
 $8,284,498
Total assets$1,694,868 $4,263,937 
LIABILITIES AND EQUITYLIABILITIES AND EQUITYLIABILITIES AND EQUITY
Current liabilities    Current liabilities
Current maturities of long-term debt $260,958
 $62,505
Accounts payable 87,871
 108,208
Accounts payable$96,223 $95,159 
Accrued payroll and related costs 40,265
 56,056
Accrued payroll and related costs36,615 36,553 
Taxes payable 27,047
 30,715
Taxes payable32,901 36,819 
Interest payable 62,467
 88,047
Interest payable6,587 0 
Other current liabilities 180,997
 171,397
Other current liabilities30,689 49,820 
Total current liabilities 659,605
 516,928
Total current liabilities203,015 218,351 
Long-term debt 3,692,479
 3,779,499
Long-term debt393,500 0 
Deferred income taxes 71,222
 68,201
Deferred income taxes17,929 9,292 
Other liabilities 241,261
 260,898
Other liabilities77,862 108,039 
Liabilities subject to compromiseLiabilities subject to compromise0 4,239,643 
Total liabilities 4,664,567
 4,625,526
Total liabilities692,306 4,575,325 
Commitments and contingencies (Note 13) 


 


Commitments and contingencies (Note 14)Commitments and contingencies (Note 14)00
Shareholders’ equity    Shareholders’ equity
Common stock, $0.01 par value, ordinary shares; 250,952 and 249,200 shares outstanding as of March 31, 2020 and December 31, 2019, respectively 2,509
 2,492
Predecessor common stock, $0.01 par value, ordinary shares; 251,084 shares outstanding as of December 31, 2020Predecessor common stock, $0.01 par value, ordinary shares; 251,084 shares outstanding as of December 31, 2020— 2,511 
Successor common stock, $0.00001 par value, ordinary shares; 43,537 shares outstanding as of March 31, 2021Successor common stock, $0.00001 par value, ordinary shares; 43,537 shares outstanding as of March 31, 20211 — 
Additional paid-in capital 808,881
 807,093
Additional paid-in capital1,020,785 814,796 
Retained earnings 1,845,099
 2,907,776
Accumulated deficitAccumulated deficit(18,224)(1,070,683)
Accumulated other comprehensive loss (59,957) (58,389)Accumulated other comprehensive loss0 (58,012)
Total shareholders’ equity
 2,596,532
 3,658,972
Total shareholders’ equity
1,002,562 (311,388)
Total liabilities and equity $7,261,099
 $8,284,498
Total liabilities and equity$1,694,868 $4,263,937 
See accompanying notes to the unaudited condensed consolidated financial statements.

3

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited) 
  Three Months Ended March 31,
  2020 2019
Operating revenues    
Contract drilling services $267,364
 $270,501
Reimbursables and other 13,947
 12,387
  281,311
 282,888
Operating costs and expenses    
Contract drilling services 161,145
 171,728
Reimbursables 11,684
 9,395
Depreciation and amortization 103,681
 109,578
General and administrative 17,839
 15,999
Loss on impairment 1,119,517
 —
  1,413,866
 306,700
Operating loss (1,132,555) (23,812)
Other income (expense)    
Interest expense, net of amounts capitalized (70,880) (70,244)
Gain on extinguishment of debt, net —
 31,266
Interest income and other, net (2,282) 2,506
Loss from continuing operations before income taxes (1,205,717) (60,284)
Income tax benefit (provision) 143,040
 (2,865)
Net loss from continuing operations (1,062,677) (63,149)
Net loss from discontinued operations, net of tax —
 (3,821)
Net loss (1,062,677) (66,970)
Net income attributable to noncontrolling interests —
 (3,919)
Net loss attributable to Noble Corporation plc $(1,062,677) $(70,889)
Net loss attributable to Noble Corporation plc    
Net loss from continuing operations $(1,062,677) $(67,068)
Net loss from discontinued operations, net of tax —
 (3,821)
Net loss attributable to Noble Corporation plc $(1,062,677) $(70,889)
Per share data    
Basic:    
Loss from continuing operations $(4.25) $(0.27)
Loss from discontinued operations —
 (0.02)
Net loss attributable to Noble Corporation plc $(4.25) $(0.29)
     
Diluted:    
Loss from continuing operations $(4.25) $(0.27)
Loss from discontinued operations —
 (0.02)
Net loss attributable to Noble Corporation plc $(4.25) $(0.29)
     
SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Operating revenues
Contract drilling services$84,629 $74,051 $267,364 
Reimbursables and other7,804 3,430 13,947 
92,433 77,481 281,311 
Operating costs and expenses
Contract drilling services79,981 46,965 161,145 
Reimbursables7,044 2,737 11,684 
Depreciation and amortization14,244 20,622 103,681 
General and administrative9,548 5,727 17,839 
Loss on impairment0 0 1,119,517 
110,817 76,051 1,413,866 
Operating income (loss)(18,384)1,430 (1,132,555)
Other income (expense)
Interest expense, net of amounts capitalized(6,895)(229)(70,880)
Interest income and other, net8 399 (2,282)
Reorganization items, net0 252,051 0 
Income (loss) before income taxes(25,271)253,651 (1,205,717)
Income tax benefit (provision)7,047 (3,423)143,040 
Net income (loss)$(18,224)$250,228 $(1,062,677)
Per share data
Basic:
Net income (loss)$(0.36)$1.00 $(4.25)
Diluted:
Net income (loss)$(0.36)$0.98 $(4.25)
See accompanying notes to the unaudited condensed consolidated financial statements.

4

NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

  Three Months Ended March 31,
  2020 2019
Net loss $(1,062,677) $(66,970)
Other comprehensive income (loss)    
Foreign currency translation adjustments (2,136) 508
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended March 31, 2020 and 2019, respectively.) 568
 550
Other comprehensive income (loss), net (1,568) 1,058
Net comprehensive income attributable to noncontrolling interests —
 (3,919)
Comprehensive loss attributable to Noble Corporation plc $(1,064,245) $(69,831)

See accompanying notes to the unaudited condensed consolidated financial statements.


NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Three Months Ended March 31,
  2020 2019
Cash flows from operating activities    
Net loss $(1,062,677) $(66,970)
Adjustments to reconcile net loss to net cash flow from operating activities:    
Depreciation and amortization 103,681
 109,578
Loss on impairment 1,119,517
 —
Gain on extinguishment of debt, net —
 (31,266)
Deferred income taxes 6,014
 2,208
Amortization of share-based compensation 3,245
 2,952
Other costs, net (3,195) (3,264)
Changes in components of working capital:    
Change in taxes receivable (120,838) 4,204
Net changes in other operating assets and liabilities (46,557) (58,217)
Net cash used in operating activities (810) (40,775)
Cash flows from investing activities    
Capital expenditures (36,461) (96,793)
Proceeds from disposal of assets, net —
 7,930
Net cash used in investing activities (36,461) (88,863)
Cash flows from financing activities    
Borrowings on credit facilities 110,000
 350,000
Repayments of senior notes —
 (400,000)
Debt issuance costs —
 (90)
Dividends paid to noncontrolling interests —
 (5,020)
Cash paid to settle equity awards (1,010) —
Taxes withheld on employee stock transactions (413) (2,763)
Net cash provided by (used in) financing activities 108,577
 (57,873)
Net increase (decrease) in cash, cash equivalents and restricted cash 71,306
 (187,511)
Cash, cash equivalents and restricted cash, beginning of period 105,924
 375,907
Cash, cash equivalents and restricted cash, end of period $177,230
 $188,396

See accompanying notes to the unaudited condensed consolidated financial statements.


NOBLE CORPORATION PLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
  Shares Additional
Paid-in
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Loss		 Noncontrolling
Interests		 Total
Equity
  Balance Par Value     
Balance at December 31, 2018 246,794
 $2,468
 $699,409
 $3,608,366
 $(57,072) $401,403
 $4,654,574
Employee related equity activity              
Amortization of share-based compensation —
 —
 2,952
 —
 —
 —
 2,952
Issuance of share-based compensation shares 2,356
 23
 (23) —
 —
 —
 —
Shares withheld for taxes on equity transactions —
 —
 (2,786) —
 —
 —
 (2,786)
Net loss —
 —
 —
 (70,889) —
 3,919
 (66,970)
Dividends paid to noncontrolling interests —
 —
 —
 —
 —
 (5,020) (5,020)
Other comprehensive income, net —
 —
 —
 —
 1,058
 —
 1,058
Balance at March 31, 2019 249,150
 $2,491
 $699,552
 $3,537,477
 $(56,014) $400,302
 $4,583,808
               
Balance at December 31, 2019 249,200
 $2,492
 $807,093
 $2,907,776
 $(58,389) $—
 $3,658,972
Employee related equity activity              
Amortization of share-based compensation —
 —
 2,235
 —
 —
 —
 2,235
Issuance of share-based compensation shares 1,752
 17
 (17) —
 —
 —
 —
Shares withheld for taxes on equity transactions —
 —
 (430) —
 —
 —
 (430)
Net loss —
 —
 —
 (1,062,677) —
 —
 (1,062,677)
Other comprehensive income, net —
 —
 —
 —
 (1,568) —
 (1,568)
Balance at March 31, 2020 250,952
 $2,509
 $808,881
 $1,845,099
 $(59,957) $—
 $2,596,532

See accompanying notes to the unaudited condensed consolidated financial statements.


NOBLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
  March 31, 2020 December 31, 2019
ASSETS
Current assets    
Cash and cash equivalents $175,891
 $104,575
Accounts receivable, net 208,817
 198,665
Taxes receivable 192,683
 59,771
Prepaid expenses and other current assets 43,223
 57,890
Total current assets 620,614
 420,901
Property and equipment, at cost 8,692,837
 10,306,625
Accumulated depreciation (2,157,499) (2,572,701)
Property and equipment, net 6,535,338
 7,733,924
Other assets 104,448
 128,467
Total assets $7,260,400
 $8,283,292
LIABILITIES AND EQUITY
Current liabilities    
Current maturities of long-term debt $260,958
 $62,505
Accounts payable 87,455
 107,985
Accrued payroll and related costs 40,226
 56,065
Taxes payable 27,047
 30,715
Interest payable 62,467
 88,047
Other current liabilities 80,997
 71,397
Total current liabilities 559,150
 416,714
Long-term debt 3,692,479
 3,779,499
Deferred income taxes 71,222
 68,201
Other liabilities 241,261
 260,898
Total liabilities 4,564,112
 4,525,312
Commitments and contingencies (Note 13) 


 


Shareholders’ equity    
Common stock, $0.10 par value, ordinary shares; 261,246 shares outstanding as of March 31, 2020 and December 31, 2019 26,125
 26,125
Capital in excess of par value 760,790
 757,545
Retained earnings 1,969,330
 3,032,699
Accumulated other comprehensive loss (59,957) (58,389)
Total shareholders’ equity
 2,696,288
 3,757,980
Total liabilities and equity $7,260,400
 $8,283,292
See accompanying notes to the unaudited condensed consolidated financial statements.


NOBLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
  Three Months Ended March 31,
  2020 2019
Operating revenues    
Contract drilling services $267,364
 $270,501
Reimbursables and other 13,947
 12,387
  281,311
 282,888
Operating costs and expenses    
Contract drilling services 160,841
 170,862
Reimbursables 11,684
 9,395
Depreciation and amortization 103,109
 108,772
General and administrative 6,751
 7,595
Loss on impairment 1,119,517
 —
  1,401,902
 296,624
Operating loss (1,120,591) (13,736)
Other income (expense)    
Interest expense, net of amounts capitalized (70,880) (70,244)
Gain on extinguishment of debt, net —
 31,266
Interest income and other, net (2,294) 2,506
Loss from continuing operations before income taxes (1,193,765) (50,208)
Income tax provision 143,040
 (2,865)
Net loss from continuing operations (1,050,725) (53,073)
Net loss from discontinued operations, net of tax —
 (3,821)
Net loss (1,050,725) (56,894)
Net income attributable to noncontrolling interests —
 (3,919)
Net loss attributable to Noble Corporation $(1,050,725) $(60,813)
See accompanying notes to the unaudited condensed consolidated financial statements.


NOBLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Net income (loss)$(18,224)$250,228 $(1,062,677)
Other comprehensive income (loss)
Foreign currency translation adjustments0 (116)(2,136)
Amortization of deferred pension plan amounts (net of tax provision of $0, $59 and $150 for the period from February 6, 2021 through March 31, 2021, period from January 1, 2021 through February 5, 2021 and three months ended March 31, 2020, respectively.)0 224 568 
Other comprehensive income (loss), net0 108 (1,568)
Comprehensive income (loss)$(18,224)$250,336 $(1,064,245)
  Three Months Ended March 31,
  2020 2019
Net loss $(1,050,725) $(56,894)
Other comprehensive income (loss)    
Foreign currency translation adjustments (2,136) 508
Amortization of deferred pension plan amounts (net of tax provision of $150 and $145 for the three months ended March 31, 2020 and 2019, respectively.) 568
 550
Other comprehensive income (loss), net (1,568) 1,058
Net comprehensive income attributable to noncontrolling interests —
 (3,919)
Comprehensive loss attributable to Noble Corporation $(1,052,293) $(59,755)

See accompanying notes to the unaudited condensed consolidated financial statements.



5

NOBLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
  Three Months Ended March 31,
  2020 2019
Cash flows from operating activities    
Net loss $(1,050,725) $(56,894)
Adjustments to reconcile net loss to net cash flow from operating activities:    
Depreciation and amortization 103,109
 108,772
Loss on impairment 1,119,517
 —
Gain on extinguishment of debt, net —
 (31,266)
Deferred income taxes 6,014
 2,208
Amortization of share-based compensation 3,245
 2,940
Other costs, net 1,427
 (3,264)
Changes in components of working capital:    
Change in taxes receivable (120,838) 4,195
Net changes in other operating assets and liabilities (51,328) (57,373)
Net cash provided by (used in) operating activities 10,421
 (30,682)
Cash flows from investing activities    
Capital expenditures (36,461) (96,793)
Proceeds from disposal of assets, net —
 7,930
Net cash used in investing activities (36,461) (88,863)
Cash flows from financing activities    
Borrowings on credit facilities 110,000
 350,000
Repayments of senior notes —
 (400,000)
Debt issuance costs —
 (90)
Dividends paid to noncontrolling interests —
 (5,020)
Distributions to parent company, net (12,644) (12,077)
Net cash provided by (used in) financing activities 97,356
 (67,187)
Net increase (decrease) in cash, cash equivalents and restricted cash 71,316
 (186,732)
Cash, cash equivalents and restricted cash, beginning of period 105,878
 375,050
Cash, cash equivalents and restricted cash, end of period $177,194
 $188,318

SuccessorPredecessor
Period from February 6, 2021 through March 31, 2021Period from January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Cash flows from operating activities
Net income (loss)$(18,224)$250,228 $(1,062,677)
Adjustments to reconcile net loss to net cash flow from operating activities:
Depreciation and amortization14,244 20,622 103,681 
Loss on impairment0 0 1,119,517 
Amortization of intangible asset8,459 0 0 
Reorganization items, net0 (280,790)0 
Deferred income taxes(4,285)2,501 6,014 
Amortization of share-based compensation2,018 710 3,245 
Other costs, net(1,660)(10,754)(3,195)
Changes in components of working capital:
Change in taxes receivable1,069 (1,789)(120,838)
Net changes in other operating assets and liabilities16,563 (26,176)(46,557)
Net cash provided by (used in) operating activities18,184 (45,448)(810)
Cash flows from investing activities
Capital expenditures(15,332)(14,629)(36,461)
Proceeds from disposal of assets, net231 194 0 
Net cash used in investing activities(15,101)(14,435)(36,461)
Cash flows from financing activities
Issuance of second lien notes0 200,000 0 
Borrowings on credit facilities0 177,500 110,000 
Repayments of credit facilities0 (545,000)0 
Debt issuance costs0 (23,664)0 
Cash paid to settle equity compensation awards0 0 (1,010)
Taxes withheld on employee stock transactions0 (1)(413)
Net cash provided by (used in) financing activities0 (191,165)108,577 
Net increase (decrease) in cash, cash equivalents and restricted cash3,083 (251,048)71,306 
Cash, cash equivalents and restricted cash, beginning of period113,993 365,041 105,924 
Cash, cash equivalents and restricted cash, end of period$117,076 $113,993 $177,230 
See accompanying notes to the unaudited condensed consolidated financial statements.

6

NOBLE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
  Shares Additional
Paid-in
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Loss		 Noncontrolling
Interests		 Total
Equity
  Balance Par Value     
Balance at December 31, 2018 261,246
 $26,125
 $647,082
 $3,635,930
 $(57,072) $401,403
 $4,653,468
Distributions to parent company, net —
 —
 —
 (12,077) —
 —
 (12,077)
Capital contribution by parent - share-based compensation —
 —
 2,940
 —
 —
 —
 2,940
Net income (loss) —
 —
 —
 (60,813) —
 3,919
 (56,894)
Dividends paid to noncontrolling interests —
 —
 —
 —
 —
 (5,020) (5,020)
Other comprehensive income, net —
 —
 —
 —
 1,058
 —
 1,058
Balance at March 31, 2019 261,246
 $26,125
 $650,022
 $3,563,040
 $(56,014) $400,302
 $4,583,475
               
Balance at December 31, 2019 261,246
 $26,125
 $757,545
 $3,032,699
 $(58,389) $—
 $3,757,980
Distributions to parent company, net —
 —
 —
 (12,644) —
 —
 (12,644)
Capital contribution by parent - share-based compensation —
 —
 3,245
 —
 —
 —
 3,245
Net income (loss) —
 —
 —
 (1,050,725) —
 —
 (1,050,725)
Other comprehensive income, net —
 —
 —
 —
 (1,568) —
 (1,568)
Balance at March 31, 2020 261,246
 $26,125
 $760,790
 $1,969,330
 $(59,957) $—
 $2,696,288

SharesAdditional
Paid-in
Capital		Retained
Earnings (Accumulated Deficit)		Accumulated Other
Comprehensive
Loss		Total
Equity
BalancePar Value
Balance at 12/31/2019 (Predecessor)249,200 $2,492 $807,093 $2,907,776 $(58,389)$3,658,972 
Employee related equity activity
Amortization of share-based compensation— — 2,235 — — 2,235 
Issuance of share-based compensation shares1,752 17 (17)— — 0 
Shares withheld for taxes on equity transactions— — (430)— — (430)
Net loss— — — (1,062,677)— (1,062,677)
Other comprehensive loss, net(1,568)(1,568)
Balance at 3/31/2020 (Predecessor)250,952 $2,509 $808,881 $1,845,099 $(59,957)$2,596,532 
Balance at 12/31/2020 (Predecessor)251,084 $2,511 $814,796 $(1,070,683)$(58,012)$(311,388)
Employee related equity activity
Amortization of share-based compensation— — 710 — — 710 
Issuance of share-based compensation shares43 — — — — — 
Shares withheld for taxes on equity transactions— — (1)— — (1)
Net income— — — 250,228 — 250,228 
Other comprehensive income, net— — — — 108 108 
Cancellation of Predecessor equity(251,127)(2,511)(815,505)820,455 57,904 60,343 
Issuance of Successor common stock and warrants50,000 1 1,018,767 — — 1,018,768 
Balance at 2/5/2021 (Predecessor)50,000 $1 $1,018,767 $0 $0 $1,018,768 
Balance at 2/6/2021 (Successor)50,000 $1 $1,018,767 $0 $0 1,018,768 
Employee related equity activity.
Amortization of share-based compensation— — 2,018 — — 2,018 
Exchange of common stock for penny warrants(6,463)— — — — — 
Net loss— — — (18,224)— (18,224)
Balance at 3/31/21 (Successor)43,537 $1 $1,020,785 $(18,224)$0 $1,002,562 
See accompanying notes to the unaudited condensed consolidated financial statements.

7

NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
SuccessorPredecessor
March 31, 2021December 31, 2020
ASSETS
Current assets
Cash and cash equivalents$116,326 $343,332 
Accounts receivable, net of allowance for credit losses of $0 and $1,069, respectively178,942 147,863 
Accounts receivable from affiliates0 31,214 
Taxes receivable31,487 30,767 
Prepaid expenses and other current assets19,486 50,469 
Total current assets346,241 603,645 
Intangible assets104,930 0 
Property and equipment, at cost1,178,688 4,777,697 
Accumulated depreciation(13,873)(1,200,628)
Property and equipment, net1,164,815 3,577,069 
Other assets70,528 84,584 
Total assets$1,686,514 $4,265,298 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$87,712 $83,649 
Accrued payroll and related costs36,615 36,516 
Taxes payable32,901 36,819 
Interest payable6,587 0 
Other current liabilities30,690 49,820 
Total current liabilities194,505 206,804 
Long-term debt393,500 0 
Deferred income taxes17,929 9,292 
Other liabilities77,837 108,039 
Liabilities subject to compromise0 4,154,555 
Total liabilities683,771 4,478,690 
Commitments and contingencies (Note 14)00
Shareholders’ equity
Predecessor common stock, $0.10 par value, 261,246 ordinary shares outstanding as of December 31, 2020.— 26,125 
Successor common stock, $0.10 par value, 261,246 ordinary shares outstanding as of March 31, 2021.26,125 — 
Capital in excess of par value989,284 766,714 
Accumulated deficit(12,666)(948,219)
Accumulated other comprehensive loss0 (58,012)
Total shareholders’ equity
1,002,743 (213,392)
Total liabilities and equity$1,686,514 $4,265,298 
See accompanying notes to the unaudited condensed consolidated financial statements.
8

NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Operating revenues
Contract drilling services$84,629 $74,051 $267,364 
Reimbursables and other7,804 3,430 13,947 
92,433 77,481 281,311 
Operating costs and expenses
Contract drilling services79,361 46,703 160,841 
Reimbursables7,044 2,737 11,684 
Depreciation and amortization14,243 20,631 103,109 
General and administrative4,611 5,729 6,751 
Loss on impairment0 0 1,119,517 
105,259 75,800 1,401,902 
Operating income (loss)(12,826)1,681 (1,120,591)
Other income (expense)
Interest expense, net of amounts capitalized(6,895)(229)(70,880)
Interest income and other, net8 400 (2,294)
Reorganization items, net0 195,395 0 
Income (loss) before income taxes(19,713)197,247 (1,193,765)
Income tax benefit (provision)7,047 (3,422)143,040 
Net income (loss)$(12,666)$193,825 $(1,050,725)
See accompanying notes to the unaudited condensed consolidated financial statements.
9

NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)

SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Net income (loss)$(12,666)$193,825 $(1,050,725)
Other comprehensive income (loss)
Foreign currency translation adjustments0 (116)(2,136)
Amortization of deferred pension plan amounts (net of tax provision of $0, $59 and $150 for the period from February 6, 2021 through March 31, 2021, period from January 1, 2021 through February 5, 2021 and three months ended March 30, 2020, respectively.)0 224 568 
Other comprehensive income (loss), net0 108 (1,568)
Comprehensive income (loss)$(12,666)$193,933 $(1,052,293)
See accompanying notes to the unaudited condensed consolidated financial statements.


10

NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
SuccessorPredecessor
Period from February 6, 2021 through March 31, 2021Period from January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Cash flows from operating activities
Net income (loss)$(12,666)$193,825 $(1,050,725)
Adjustments to reconcile net loss to net cash flow from operating activities:
Depreciation and amortization14,243 20,631 103,109 
Loss on impairment0 0 1,119,517 
Amortization of intangible asset8,459 0 0 
Reorganization items, net0 (203,490)0 
Deferred income taxes(4,285)2,501 6,014 
Amortization of share-based compensation2,018 710 3,245 
Other costs, net(1,660)(3,054)1,427 
Changes in components of working capital:
Change in taxes receivable1,069 (1,789)(120,838)
Net changes in other operating assets and liabilities13,766 (21,808)(51,328)
Net cash provided by (used in) operating activities20,944 (12,474)10,421 
Cash flows from investing activities
Capital expenditures(15,332)(14,629)(36,461)
Proceeds from disposal of assets, net231 194 0 
Net cash used in investing activities(15,101)(14,435)(36,461)
Cash flows from financing activities
Issuance of second lien notes0 200,000 0 
Borrowings on credit facilities0 177,500 110,000 
Repayments of credit facilities0 (545,000)0 
Debt issuance costs0 (10,139)0 
Distributions to parent company, net(2,760)(26,503)(12,644)
Net cash provided by (used in) financing activities(2,760)(204,142)97,356 
Net increase (decrease) in cash, cash equivalents and restricted cash3,083 (231,051)71,316 
Cash, cash equivalents and restricted cash, beginning of period113,993 345,044 105,878 
Cash, cash equivalents and restricted cash, end of period$117,076 $113,993 $177,194 
See accompanying notes to the unaudited condensed consolidated financial statements.
11

NOBLE FINANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital		Retained
Earnings (Accumulated Deficit)		Accumulated Other
Comprehensive Loss		Total Equity
BalancePar Value
Balance at 12/31/2019 (Predecessor)261,246 $26,125 $757,545 $3,032,699 $(58,389)$3,757,980 
Distributions to parent company, net— — — (12,644)— (12,644)
Capital contribution by parent - share-based compensation— — 3,245 — — 3,245 
Net loss— — — (1,050,725)— (1,050,725)
Other comprehensive loss, net— — — — (1,568)(1,568)
Balance at 3/31/2020 (Predecessor)261,246 $26,125 $760,790 $1,969,330 $(59,957)$2,696,288 
Balance at 12/31/2020 (Predecessor)261,246 $26,125 $766,714 $(948,219)$(58,012)$(213,392)
Distributions to parent company, net— — — (26,503)— (26,503)
Capital contribution by parent - share-based compensation— — 710 — — 710 
Net income— — — 193,825 — 193,825 
Other comprehensive income, net— — — — 108 108 
Elimination of Predecessor equity— — 222,601 780,897 57,904 1,061,402 
Balance at 2/5/2021 (Predecessor)261,246 $26,125 $990,025 $0 $0 $1,016,150 
Balance at 2/6/2021 (Successor)261,246 $26,125 $990,025 $0 $0 $1,016,150 
Distributions to parent company, net— — (2,759)— — (2,759)
Capital contribution by parent - share-based compensation— — 2,018 — — 2,018 
Net loss— — (12,666)— (12,666)
Other comprehensive income, net— — — — 0 0 
Balance at 3/31/2021 (Successor)261,246 $26,125 $989,284 $(12,666)$0 $1,002,743 
See accompanying notes to the unaudited condensed consolidated financial statements.


12
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)


Note 1— Organization and Basis of Presentation
Noble Corporation, plc, a public limitedan exempted company incorporated underin the laws of England and WalesCayman Islands with limited liability, collectively with its consolidated subsidiaries (“Noble-UK”Noble” or “Successor”), is a leading offshore drilling contractor for the oil and gas industry. We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921. As of March 31, 2020,2021, our fleet of 2419 drilling rigs consisted of 127 floaters and 12 jackups.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.
On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Noble-Cayman”Finco”), isfiled 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”). 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. On September 24, 2020, 6 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”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Noble-UK, our publicly-tradedLegacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble became the new parent company. Noble-UK’sIn accordance with the Plan, Legacy Noble and its remaining subsidiary will in due course be wound down and dissolved in accordance with applicable law. The Bankruptcy Court closed the chapter 11 case with respect to all Debtors other than Legacy Noble, pending its wind down.
Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Quarterly Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to and including the Effective Date.
Upon emergence, the Company applied fresh start accounting in accordance with Financial Accounting Standards Board (“FASB”) 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. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and prior to that date. See “Note 3— Reorganization and Fresh Start Accounting” for additional information.
Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a direct, wholly-owned subsidiary of Noble since the Effective Date. Noble’s principal asset is all of the shares of Noble-Cayman. Noble-CaymanFinco. Finco has no public equity outstanding. The condensed consolidated financial statements of Noble-UKNoble include the accounts of Noble-Cayman,Finco, and Noble-UKNoble conducts substantially all of its business through Noble-CaymanFinco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires.
13
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The accompanying unaudited condensed consolidated financial statements of Noble-UKNoble and Noble-CaymanFinco have been prepared pursuant to the rules and regulations of the US Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements are prepared on a going concern basis and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 20192020 Condensed Consolidated Balance Sheets presented herein are derived from the December 31, 20192020 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, filed by both Noble-UKNoble and Noble-Cayman.Finco. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Liquidity Concerns
Note 2— Chapter 11 Emergence
On the Petition Date, Legacy Noble and Actions to Address Liquidity Needs; Going Concern
certain of its subsidiaries, including Finco, filed voluntary petitions in the Bankruptcy Court seeking relief under chapter 11 of the Bankruptcy Code. The offshore drilling industry experienced a significant expansionPlan was confirmed by the Bankruptcy Court on November 20, 2020, and the Debtors emerged from the early 2000sbankruptcy proceedings on the Effective Date.
On the Effective Date, and pursuant to the mid-2010s, during which timeterms of the Company constructed or rebuilt each rig in our current fleetPlan, the Company:
•Appointed 5 new members to the Successor’s board of directors to replace all of the directors of the Predecessor, other than the director also serving as President and incurred a substantial amountChief Executive Officer, who was re-appointed pursuant to the Plan. Subsequent to the Effective Date, an additional director was appointed.
•Terminated and cancelled all ordinary shares and equity-based awards of debt in connection therewith. Since that time, the industry has experienced a significant sustained reduction in oil prices and a substantial increase in offshore rig supply, which have led to an industry-wide supply and demand imbalance and an extremely challenging environment. During such period of supply and demand imbalance, we had to accept contracts with dayrates and termsLegacy Noble that were lower than anticipated when these capital projects andoutstanding immediately prior to the associated debt were incurred. The Company has incurred significant losses since 2016 and significant impairment losses since 2014. The challenging environment experienced through 2019 has been further exacerbated by the novel strainEffective Date;
•Transferred approximately 31.7 million ordinary shares of coronavirusNoble with a nominal value of $0.00001 per share (“COVID-19”Ordinary Shares”) pandemic and production level disagreements that developed among membersto holders of the Organization of Petroleum Exporting Countries and other oil and gas producing nations (“OPEC+”Legacy Noble’s Senior Notes due 2026 (the “Guaranteed Notes”) in the beginningcancellation of 2020.the Guaranteed Notes;
We have experienced unprecedented challenges•Transferred approximately 2.1 million Ordinary Shares, approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 1 Warrants”) with an exercise price of $19.27 and approximately 8.3 million seven-year warrants with Black-Scholes protection (the “Tranche 2 Warrants”) with an exercise price of $23.13 to holders of Legacy Noble’s then outstanding senior notes (other than the Guaranteed Notes) (the “Legacy Notes”) in cancellation of the Legacy Notes;
•Issued approximately 7.7 million Ordinary Shares and $216.0 million principal amount of our senior secured second lien notes (the “Second Lien Notes”) to participants in a rights offering (the “Rights Offering”) at an aggregate subscription price of $200.0 million;
•Issued approximately 5.6 million Ordinary Shares to the backstop parties (the “Backstop Parties”) to a Backstop Commitment Agreement, dated October 12, 2020 (the “Backstop Commitment Agreement”), among the Debtors and the Backstop Parties as Holdback Securities (as defined in the first few monthsBackstop Commitment Agreement);
•Issued approximately 1.7 million Ordinary Shares to the Backstop Parties in respect of 2020. The developmenttheir backstop commitment to subscribe for Unsubscribed Securities (as defined in the Backstop Commitment Agreement);
•Issued approximately 1.2 million Ordinary Shares to the Backstop Parties in connection with the payment of COVID-19the Backstop Premiums (as defined in the Backstop Commitment Agreement);
•Issued 2.8 million five-year warrants with no Black-Scholes protection (the “Tranche 3 Warrants”) with an exercise price of $124.40 to the holders of Legacy Noble’s ordinary shares outstanding prior to the Effective Date;
•Entered into a pandemic, the actions taken to mitigate the spread of COVID-19 by governmental authorities around the world and the risk of infection have altered, and are expected to continue to alter, policies of governments and companies and behaviors of customers around the world in wayssenior secured revolving credit agreement (the “Revolving Credit Agreement”) that we anticipate will haveprovides for a significant negative effect on oil consumption, such as government-imposed or voluntary social distancing and quarantining, reduced travel, and remote work policies. At the start of the COVID-19 pandemic and related mitigation efforts, disagreements developed within OPEC+, and Saudi Arabia and Russia initiated efforts to aggressively increase oil production, thereby increasing inventory levels even further. The convergence of these events resulted in an unprecedented steep decline in the demand for oil and$675.0 million senior secured revolving credit facility (with a substantial surplus in the supply of oil. Although OPEC+ agreed in April 2020 to reduce production, the continued decreased demand for crude oil and historically low oil prices are expected to continue$67.5 million sublimit for the foreseeable future. Such challenging conditions had,issuance of letters of credit thereunder) (the “Revolving Credit Facility”);
•Entered into an indenture governing the Second Lien Notes;
•Entered into a registration rights agreement with certain parties who received Ordinary Shares under the Plan (the “Equity Registration Rights Agreement”); and are expected
•Entered into a registration rights agreement with certain parties who received Second Lien Notes under the Plan.
In addition, Noble entered into an exchange agreement with certain Backstop Parties which provided that, as soon as reasonably practicable after the Effective Date, the other parties to continuesuch agreement would deliver to have, a severe impact on our business, operations and financial conditionthe Company an aggregate of approximately 6.5 million Ordinary Shares issued pursuant to the Plan in various respects, including substantially reducing demandexchange for our services. These unprecedented recent events have impacted our current and expected liquidity positionthe issuance of penny warrants to purchase up to approximately 6.5 million Ordinary Shares, with an exercise price of $0.01 per share (“Penny Warrants”). This exchange was completed in several meaningful ways since December 31, 2019 as set forth below.late February 2021.

14
Higher than previously anticipated free cash flow deficits over the next twelve months.
Reduced availability under our 2017 Credit Facility (as defined herein), primarily driven by:
◦The impact of the $1.1 billion in impairment losses incurred in the three months ended March 31, 2020 on the borrowing availability as calculated under the Indenture Secured Debt Basket (as defined in the First Amendment to the 2017 Credit Facility). See “Note 9— Loss on Impairment” for additional information.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Management Incentive Plan. The Plan contemplated that on or after the Effective Date, the Company would adopt a long-term incentive plan and authorize and reserve 7.7 million Ordinary Shares for issuance pursuant to equity incentive awards to be granted under such plan. On February 18, 2021, the Company adopted the long-term incentive plan and authorized and reserved 7.7 million Ordinary Shares for awards to be granted under such plan. As of March 31, 2021, 1,721,821 shares of time-based vesting awards were granted and vest over a three-year period and 1,409,562 shares of performance-based vesting awards were granted and vest over a three-year period. The total award-date fair value of the time-based awards was $28.3 million and the total award-date fair value of the performance-based awards was $28.4 million.
◦The impact of the expected reduction in Adjusted EBITDA (as defined herein) over the next twelve months on the borrowing availability as calculated under the Leverage Covenant (as defined herein).
Increased borrowingsSources of Cash for Plan Distribution. All cash payments made by the Company under the 2017Plan on the Effective Date were funded from cash on hand, proceeds of the Rights Offering, and proceeds of the Revolving Credit Facility, primarily dueFacility.
Reorganization Items, Net
In accordance with ASC 852, any incremental expenses, gains and losses that are realized or incurred as of or subsequent to the early repaymentPetition Date and before the Effective Date that are a direct result of the Seller Loans (as defined herein)Chapter 11 Cases are recorded under “Reorganization items, net.” The following table summarizes the components of reorganization items included in April 2020. Asour Condensed Consolidated Statements of Operations for the period January 1, 2021 through February 5, 2021:
Predecessor
NobleFinco
January 1, 2021 through February 5, 2021January 1, 2021 through February 5, 2021
Professional fees (1)
$(28,739)$(8,095)
Adjustments for estimated allowed litigation claims77,300 0 
Write-off of unrecognized share-based compensation(4,406)(4,406)
Gain on settlement of liabilities subject to compromise2,556,147 2,556,147 
Loss on fresh start adjustments(2,348,251)(2,348,251)
Total Reorganization items, net$252,051 $195,395 
(1)Payments of $44.2 million and $7.2 million related to professional fees have been presented as cash outflows from operating activities in our Condensed Consolidated Statements of Cash Flows for the period January 1, 2021 through February 5, 2021 for Noble and Finco, respectively.
Liabilities Subject to Compromise
Since the Petition Date, the Company operated as a result of such early repayment, we avoided a defaultdebtor-in-possession under the Seller Loans,jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In accordance with ASC 852, on our Condensed Consolidated Balance Sheets prior to the Effective Date, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. The Company has considered the chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. The Company evaluated and adjusted the amount and classification of its pre-petition liabilities through the Effective Date.

Note 3— Reorganization and Fresh Start Accounting
In connection with our emergence from bankruptcy and in accordance with ASC 852, Noble and Finco qualified for and applied fresh start accounting on the Effective Date. Noble and Finco were required to apply fresh start accounting because (i) the holders of existing Legacy Noble voting shares received less than 50% of the voting shares of the Successor, and (ii) the reorganization value of Noble's and Finco's assets, each of which approximated $1.7 billion, immediately prior to confirmation of the Plan was less than the corresponding post-petition liabilities and allowed claims, each of which approximated $4.0 billion. Applying fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes after the Effective Date are not comparable to our financial statements and notes on and to prior to that date.
With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities (except for deferred income taxes) based on their estimated fair values in conformity with ASC Topic 805, Business Combinations. The amount of deferred taxes was determined in accordance with ASC Topic 740, Income Taxes and ASC 852. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets.
15
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
As described in "Note 1— Organization and Basis of Presentation," Noble and Finco are referred to as Successor, as the impairment losses referredcontext requires, and includes the financial position and results of operations of the reorganized Noble and Finco subsequent to above caused usFebruary 5, 2021. References to exceedPredecessor relate to the maximumfinancial position and results of operations of Legacy Noble and Finco prior to, and including, February 5, 2021.
Reorganization Value and Valuation of Assets
The reorganization value represents the fair value of the Successor’s and Finco’s total assets and was derived from the enterprise value, which represents the estimated fair value of an entity’s long-term debt to total capitalization ratioand equity. As set forth in the Seller LoansPlan, the enterprise value of the reorganized Debtors was estimated to be in the range of $1.1 billion to $1.6 billion with a midpoint of $1.3 billion. The enterprise value range was determined by using a discounted cash flow analysis and a peer group trading analysis, excluding unrestricted cash at March 31, 2020.
Significantly reduced accessemergence. Based on the estimates and assumptions discussed above, we estimated the enterprise value to sourcesbe the midpoint of new capital.the range of estimated enterprise value of $1.3 billion.
The impairment losses incurred sincefollowing table reconciles the First Amendmententerprise value to the 2017 Credit Facility have led to a meaningful reduction in Consolidated Net Tangible Assets (“CNTA”) and consequently constrained our ability to accessSuccessor common stock as of the full commitments under our 2017 Credit Facility. Commitments under our 2017 Credit Facility total $1.3 billion; however,Effective Date:
February 5, 2021
Enterprise Value$1,300,300 
Plus: Cash and cash equivalents111,968 
Less: Fair value of debt(393,500)
Fair Value of Successor Common Stock$1,018,768 
Shares issued upon emergence50,000 
Per share value$20.38 

The following table reconciles the maximum availability is also currently limited by the Indenture Secured Debt Basket at approximately $1.05 billion. In addition, a certain amount of commitments is required to remain unused to satisfy the Minimum Liquidity Covenant (as defined herein). At April 23, 2020 and after using borrowings under our 2017 Credit Facility to repay the Seller Loans, we had $545.0 million of borrowings outstanding and could borrow up to an additional $297.8 million under our 2017 Credit Facility. Dueenterprise value to the current economic uncertaintyreorganization value as of the Effective Date:
February 5, 2021
Enterprise Value$1,300,300 
Plus: Cash and cash equivalents111,968 
Plus: Non-interest bearing current liabilities185,410 
Plus: Non-interest bearing non-current liabilities108,268 
Reorganization value of Successor assets$1,705,946 
With the assistance of financial advisors, we determined the enterprise and resulting impactcorresponding equity value of the Successor by calculating the present value of future cash flows based on our financial projections. The enterprise value and corresponding equity value are dependent upon achieving future financial results set forth in our valuations, as well as the realization of certain other assumptions. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond our control. Accordingly, the estimates, assumptions, valuations or financial projections may not be realized and actual results could vary materially.
Valuation Process
Under the application of fresh start accounting and with the assistance of valuation experts, we conducted an analysis of the Condensed Consolidated Balance Sheet to determine if any of the Company’s net assets would require a fair value adjustment as of the Effective Date. The results of our analysis indicated that our principal assets, which include mobile offshore drilling activity, we anticipate even greater than previouslyunits, certain intangibles and debt issued at emergence would require a fair value adjustment on the Effective Date. The rest of the Company’s net assets were determined to have carrying values that approximated fair value on the Effective Date. Further details regarding the valuation process is described further below.
16
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Property, Plant and Equipment
The valuation of the Company’s mobile offshore drilling units and other related tangible assets was determined by using a combination of (1) the discounted cash flows expected continued lossesto be generated from our drilling assets over their remaining useful lives and negative cash flow over(2) the next twelve months. Unless we are ablecost to access alternative financing inreplace our drilling assets, as adjusted by the current market or obtainfor similar offshore drilling assets. Assumptions used in our assessment included, but were not limited to, future marketability of each unit in light of the current market conditions and its current technical specifications, timing of future contract awards and expected operating dayrates, operating costs, utilization rates, tax rates, discount rates, capital expenditures, market values, weighting of market values, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a waiverdrilling unit is no longer marketable and is unlikely to return to service in the near to medium term. We included an allocation for corporate overhead when calculating the discounted cash flows expected to be generated from lendersour drilling assets over their remaining useful lives. The cash flows were discounted at our weighted average cost of capital (“WACC”), which was derived from a blend of our after-tax cost of debt and our cost of equity, and computed using public share price information for similar offshore drilling market participants, certain covenants under, or amendmentU.S. Treasury rates, and certain risk premiums specific to the Company.
The valuation of our remaining property and equipment, including owned real estate, construction in progress assets, and other equipment essential to our 2017 Credit Facility, we are forecasted to use alloperations, was determined utilizing a combination of replacement cost and market valuation approaches. Specifically, the land was valued using a sales comparison method of the availability undermarket approach, in which we utilized recent sales of comparable properties to estimate the fair value on a U.S. Dollar per acre basis. The remaining property and equipment were valued using a cost approach, in which we estimated the replacement cost of the assets and applied adjustments for physical depreciation and obsolescence, where applicable, to arrive at a fair value.
Intangible Assets
At emergence, we held contracts for drilling services related to certain long-term contracts. Given the contract dayrates relative to market dayrates at the Effective Date, we determined the contracts represent favorable contract intangible assets. Based on a discounted cash flow analysis utilizing the dayrate differential between current market dayrates and the contract dayrates, and a risk-adjusted discount rate of 17%, we determined the aggregate fair value of our 2017contracts for these certain contracts to be $113.4 million above the fair value of the contracts if they were priced at current market dayrates on the Effective Date. The dayrate differential on these contracts as compared to prior years was primarily driven by the combination of continued market oversupply of offshore drilling units, the volatility in oil and gas price and the unprecedented crude product consumption levels experienced in 2020.
Debt
The valuations of the Company’s Revolving Credit Facility and breachSecond Lien Notes were based on relevant market data as of the Minimum Liquidity CovenantEffective Date and the terms of each of the respective instruments. Considering the interest rates and implied yields for the Revolving Credit Facility and Second Lien Notes were within a range of comparable market yields (with considerations for term and seniority), fair value adjustments were recorded relating to each of the instruments .
Successor Warrants
On the Effective Date, the Company issued Tranche 1 Warrants and Tranche 2 Warrants to certain former bondholders as part of the settlement of their pre-petition claims. The Company also issued Tranche 3 Warrants to holders of the Predecessor’s ordinary shares. The fair values of the warrants on the Effective Date were determined using an options pricing model while considering the contractual terms for each respective tranche, including the mandatory exercise provisions related to Tranche 1 Warrants and Tranche 2 Warrants. The key market data assumptions for the options pricing model are the estimated volatility and the risk-free rate. The volatility assumption was estimated using market data for similar offshore drilling market participants with consideration for differences in size and leverage. The risk-free rate assumption was based on US Constant Maturity Treasury rates as of the Effective Date.

17
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Condensed Consolidated Balance Sheet at Emergence
The adjustments set forth in the following Condensed Consolidated Balance Sheet as of February 5, 2021 reflect the consummation of the transactions contemplated by the endPlan and carried out by the Company ("Reorganization Adjustments") and the fair value adjustments as a result of 2020. See “Note 6— Debt”, forthe application of fresh start accounting ("Fresh Start Adjustments"). The explanatory notes provide additional information.information with regard to the adjustments recorded, the methods used to determine fair values and significant assumptions or inputs.
Based
The following table reflects the reorganization and application of ASC 852 on our evaluationcondensed consolidated balance sheet as of February 5, 2021:
PredecessorReorganization AdjustmentsFresh Start AdjustmentsSuccessor
ASSETS 
Current assets
Cash and cash equivalents$317,962 $(205,994)(a)$0 $111,968 
Accounts receivable, net189,207 0 0 189,207 
Taxes receivable32,556 0 0 32,556 
Prepaid expenses and other current assets63,056 (20,302)(b)(10,073)(m)32,681 
Total current assets602,781 (226,296)(10,073)366,412 
Intangible assets0 0 113,389 (n)113,389 
Property and equipment, at cost4,787,661 0 (3,631,936)(o)1,155,725 
Accumulated depreciation(1,221,033)0 1,221,033 (o)0 
Property and equipment, net3,566,628 0 (2,410,903)1,155,725 
Other assets69,940 10,983 (c)(10,503)(m)70,420 
Total assets$4,239,349 $(215,313)$(2,318,090)$1,705,946 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$89,215 $(7,266)(d)$0 $81,949 
Accrued payroll and related costs35,615 0 0 35,615 
Taxes payable34,211 0 0 34,211 
Other current liabilities64,943 21,305 (e)(52,613)(m)33,635 
Total current liabilities223,984 14,039 (52,613)185,410 
Long-term debt0 352,054 (f)41,446 (p)393,500 
Deferred income taxes9,303 (17,328)(g)29,550 (q)21,525 
Other liabilities108,489 4,659 (h)(26,405)(m)86,743 
Liabilities subject to compromise4,143,812 (4,143,812)(i)0 0 
Total liabilities4,485,588 (3,790,388)(8,022)687,178 
Shareholders’ equity
Common stock (Predecessor)2,511 (2,511)(j)— — 
Common stock (Successor)— 1 (k)— 1 
Additional paid-in capital (Predecessor)815,505 (815,505)(j)— — 
Additional paid-in capital (Successor)— 1,018,767 (k)— 1,018,767 
Accumulated deficit(1,006,351)3,374,323 (l)(2,367,972)(r)0 
Accumulated other comprehensive loss(57,904)0 57,904 (s)0 
Total shareholders’ equity(246,239)3,575,075 (2,310,068)1,018,768 
Total liabilities and equity$4,239,349 $(215,313)$(2,318,090)$1,705,946 

18
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Reorganization Adjustments
(a)Represents the reorganization adjustment to cash and cash equivalents
Proceeds from Rights Offering$200,000 
Proceeds from the Revolving Credit Facility, net of issuance costs167,361 
Transfer of cash from restricted cash300 
Payment of professional service fees(23,261)
Payment of the pre-petition revolving credit facility principal and accrued interest(550,019)
Deconsolidation of NHUK(300)
Payment of recurring debt fees(75)
Change in cash and cash equivalents$(205,994)
(b)Represents the reorganization adjustment for the following:
Payment of professional service fees from escrow$(12,380)
Payment of Paragon litigation settlement form escrow(7,700)
Transfer of restricted cash to cash(300)
Adjustment to miscellaneous receivables related to the deconsolidation of NHUK upon emergence78 
Change in prepaid expenses and other current assets$(20,302)
(c)Adjustments to other assets relates to capitalization of long-term debt issuance costs related to the Revolving Credit Facility of $11.1 million and the impact of reorganization adjustments on deferred tax assets of $(0.1) million.
(d)Adjustments to accounts payable related to the payment of professional fees $(15.2) million and the reinstatement of trade payables from liabilities subject to compromise of $8.0 million.
(e)Adjustment of $21.3 million to other current liabilities related to the reinstatement of liabilities subject to compromise.
(f)Represents $352.1 million of outstanding borrowings, net of financing costs, under the Second Lien Notes and Revolving Credit Facility.
(g)Represents the write-off of $(17.3) million deferred income taxes as the result of the circumstances described above, substantial doubt exists about our abilityCompany’s tax restructuring.
(h)Represents cancellation of $(0.1) million cash-based compensation plans and the reinstatement of$4.7 millionright-of-use lease liabilities.
19
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
(i)Liabilities subject to continuecompromise settled or reinstated in accordance with the Plan and the resulting gain were determined as a going concern.follows:
We are actively pursuing a variety of transactions and cost-cutting measures, including, but not limited to, reductions in corporate discretionary expenditures, potential refinancing transactions by us or our subsidiaries, potential capital exchange transactions, a potential waiver from lenders under, or amendment to, our 2017 Credit Facility, further reductions in capital expenditures and increased focus on operational efficiencies. However,
4.900% senior notes due Aug. 2020$62,535 
4.625% senior notes due Mar. 202179,937 
3.950% senior notes due Mar. 202221,213 
7.750% senior notes due Jan. 2024397,025 
7.950% senior notes due Apr. 2025450,000 
7.875% senior notes due Feb. 2026750,000 
6.200% senior notes due Aug. 2040393,597 
6.050% senior notes due Mar. 2041395,000 
5.250% senior notes due Mar. 2042483,619 
8.950% senior notes due Apr. 2045400,000 
5.958% revolving credit facility maturing Jan. 2023545,000 
Accrued and unpaid interest110,300 
Protection and indemnity insurance liabilities25,669 
Accounts payable and other payables8,163 
Estimated loss on litigation15,700 
Lease liabilities6,054 
Total consolidated liabilities subject to compromise4,143,812 
Issuance of Successor common stock(854,909)
Issuance of Successor warrants to certain Predecessor creditors(141,029)
Payment of the pre-petition revolving credit facility principal and accrued interest(550,020)
Payment of Paragon litigation settlement from escrow(7,700)
Reinstatement of Transocean litigation liability(8,000)
Reinstatement of protection and indemnity insurance liabilities(11,791)
Reinstatement of trade payables and right-of-use lease liabilities(14,216)
Gain on settlement of liabilities subject to compromise$2,556,147 

(j)Represents the prospects of successfully obtaining sufficient liquidity, to meet near-term debt obligations through these efforts are highly challenging, particularly in the current environment. Consequently, we cannot predict the extent to which any of these measures will be successful, if at all. If we are not successful in achieving these results outside of a court process, there is substantial risk that it may be necessary for us to seek protection from our creditors under Chapter 11cancellation of the US Bankruptcy Code.Predecessor’s common stock of $(2.5) million and Additional paid-in capital of $(815.5) million.
In light
20
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
(k)Represents the reorganization adjustments to common stock and additional paid in capital
Par value of 50 million shares of new common stock issued$1 
Capital in excess of par value of 50 million issued and authorized shares of new common stock issued875,931 
Fair value of new warrants issued142,836 
Total Successor equity issued on the Effective Date$1,018,768 
(l)Represents the reorganization adjustments to accumulated deficit:
Gain on settlement of liabilities subject to compromise$2,556,147 
Professional fees and success fees(15,017)
Write-off of unrecognized share-based compensation(4,406)
Reorganization items, net2,536,724 
Cancellation of Predecessor common stock and additional paid-in capital820,299 
Cancellation of Predecessor cash and equity compensation plans2,183 
Issuance of Successor warrants to Predecessor equity holders(1,807)
Deconsolidation of NHUK(222)
Recognition of recurring debt fees(75)
Tax impacts of reorganization17,221 
Net impact to Accumulated Deficit$3,374,323 

Fresh Start Adjustments
(m)Reflects adjustments to capitalized deferred costs, deferred revenue and pension balances due to the application of fresh start accounting as follows:
Prepaid expenses and other current assetsOther assetsOther current liabilitiesOther liabilities
Deferred contract assets and revenues$(10,073)$(2,616)$(52,616)$(20,320)
Write-off of certain financing costs0 (6,238)0 0 
Pension assets and obligations0 (1,010)3 (6,085)
Fair value adjustments to other assets0 (639)0 0 
$(10,073)$(10,503)$(52,613)$(26,405)
(n)Reflects the fair value adjustment of $113.4 million to record an intangible asset for favorable contracts with customers.
(o)Reflects the fair value adjustment of$2.4 billionto property and equipment of the foregoing,Predecessor. The following table presents a comparison of the unaudited condensed consolidated financial statements included hereinhistorical and new fair values upon emergence:
Historical ValueFair Value
Drilling equipment and facilities$4,355,384 $1,070,931 
Construction in progress231,626 75,159 
Other200,651 9,635 
Less: accumulated depreciation(1,221,033)0 
Property and equipment, at cost$3,566,628 $1,155,725 
(p)Reflects a fair value adjustment of $41.4 million to the carrying value of the Second Lien Notes due to application of fresh start accounting.
(q)New deferred tax balances of $29.6 million were prepared on a going concern basisestablished for favorable contracts with customers due to application of accounting, which contemplatesfresh start accounting.
21
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
(r)The following table summarizes the realizationcumulative impact of assetsthe fresh start adjustments, as discussed above, the elimination of the Predecessor’s accumulated other comprehensive loss, and the satisfactionadjustments required to eliminate accumulated deficit:
Fair value adjustment to Prepaid and other current assets$(10,073)
Fair value adjustment to Intangible assets113,389 
Fair value adjustment to Property and equipment, net(2,410,903)
Fair value adjustment to Other assets(10,503)
Fair value adjustment to Other current liabilities52,613 
Fair value adjustment to Long-term debt(41,446)
Fair value adjustment to Deferred income taxes(9,829)
Fair value adjustment to Other liabilities26,405 
Derecognition of Predecessor Accumulated other comprehensive loss(57,904)
Total fresh start adjustments included in Reorganization items, net(2,348,251)
Tax impact of fresh start adjustments(19,721)
Net change in accumulated deficit$(2,367,972)
(s)Reflects $57.9 million for the derecognition of liabilities in the normal course of business. The consolidated financial statements do not reflect any adjustments that might be necessary should we be unable to continue as a going concernPredecessor Accumulated other comprehensive loss through Reorganization items, net.
Note 2—4— Accounting Pronouncements
Accounting Standards Adopted
In June 2016,December 2019, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) No. 2016-13 (Topic 326, “Measurement of Credit Losses on Financial Instruments”), which requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income, including loans, debt securities, trade receivables, net investments in leases and available-for-sale debt securities. This guidance is effective for annual and interim periods beginning after December 15, 2019. Entities are required to apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We adopted this standard effective January 1, 2020 and will not restate comparative periods. Our adoption did not have a material effect on our condensed consolidated financial statements. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected credit losses.
Issued Accounting Standards
In December 2019, the FASB issued ASU No. 2019-12, which amends Accounting Standards Codification (“ASC”) SubtopicASC Topic 740, “IncomeIncome Taxes.” This update simplifies the accounting for income taxes by removing certain exceptions to general principles. The amendment is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, and is required to be adopted on a retrospective basis for all periods presented.
We are evaluating what impact, if any, theadopted ASU No. 2019-12, effective January 1, 2021. The adoption of this guidance willdid not have a material impact on our condensed consolidated financial statements.
Recently Issued Accounting Standards
With the exception of thethe updated standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements.
22
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Note 3— Consolidated Joint Ventures
On December 3, 2019, we completed a transaction with a subsidiary of Royal Dutch Shell plc (“Shell”), in which Shell bought out the remaining term of its drilling contract for the drillship Noble Bully II for $166.9 million, and we acquired Shell’s 50 percent interests in the Bully I and Bully II joint ventures for $106.7 million. As a result of this transaction, the former joint venture entities became our wholly-owned subsidiaries. Shell’s equity interests were presented as noncontrolling interests on our condensed consolidated financial statements. During the three months ended March 31, 2019, the Bully joint ventures approved and paid dividends totaling $10.0 million. Of these amounts, 50 percent was paid to our former joint venture partner, Shell.
Note 4— Loss5— Income (Loss) Per Share
The following table presents the computation of basic and diluted loss per share for Noble-UK:Noble:
  Three Months Ended March 31,
  2020 2019
Numerator:  
  
Basic    
Net loss from continuing operations $(1,062,677) $(67,068)
Net loss from discontinued operations, net of tax —
 (3,821)
Net loss attributable to Noble Corporation plc $(1,062,677) $(70,889)
Diluted  
  
Net loss from continuing operations $(1,062,677) $(67,068)
Net loss from discontinued operations, net of tax —
 (3,821)
Net loss attributable to Noble Corporation plc $(1,062,677) $(70,889)
Denominator:  
  
Weighted average shares outstanding - basic 250,047
 248,251
Weighted average shares outstanding - diluted 250,047
 248,251
Loss per share  
  
Basic:    
Loss from continuing operations $(4.25) $(0.27)
Loss from discontinued operations —
 (0.02)
Net loss attributable to Noble Corporation plc $(4.25) $(0.29)
Diluted:    
Loss from continuing operations $(4.25) $(0.27)
Loss from discontinued operations —
 (0.02)
Net loss attributable to Noble Corporation plc $(4.25) $(0.29)

SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Numerator: 
Basic
Net income (loss)$(18,224)$250,228 $(1,062,677)
Diluted  
Net income (loss)$(18,224)$250,228 $(1,062,677)
Denominator:  
Weighted average shares outstanding - basic50,000 251,115 250,047 
Weighted average shares outstanding - diluted50,000 256,571 250,047 
Per share data  
Basic:
Net income (loss)$(0.36)$1.00 $(4.25)
Diluted:
Net income (loss)$(0.36)$0.98 $(4.25)
Only those items having a dilutive impact on our basic loss per share are included in diluted loss per share. For the period from February 6, 2021 through March 31, 2021, the period from January 1, 2021 through February 5, 2021, and the three months ended March 31, 2020, and 2019, approximately 12.422.6 million, 0.6 million, and 13.212.4 million share-based awards, respectively, were excluded from diluted loss per share since the effect would have been anti-dilutive.
Share capital
Successor Share capital
On the Effective Date, pursuant to the Plan, Noble issued 50 million Ordinary Shares. Subsequent to the Effective Date, approximately 6.5 million Ordinary Shares were exchanged for Penny Warrants to purchase up to approximately 6.5 million Ordinary shares, with an exercise price of $0.01 per share. Ordinary Shares issuable upon the exercise of Penny Warrants were included in the number of outstanding shares used for the computation of basic net loss per share prior to the exercise of those warrants. As of March 31, 2020, Noble-UK2021, Noble had approximately 251.043.5 million sharesOrdinary Shares outstanding and trading as compared to approximately 249.2251.1 million Legacy Noble ordinary shares outstanding and trading at December 31, 2019. At our 2019 Annual General Meeting, shareholders authorized our Board2020. Pursuant to the Memorandum of Directors to increaseAssociation of Noble Corporation, the share capital through the issuance of up to approximately 83.1 millionNoble is $6,000 divided into 500,000,000 ordinary shares (at current nominalof a par value of $0.01 per share). That authority$0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the board of directors of Noble (the “Board”) may determine from time to allottime.
Predecessor Share capital
As discussed in “Note 2— Chapter 11 Emergence,” on the Effective Date and pursuant to the terms of the Plan, all of the Predecessor’s ordinary shares will expire atwere cancelled. In accordance with the endPlan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of our 2020 Annual General Meeting unless we seek an extension from shareholders at that time. Other than shares issuedLegacy Noble’s equity interests outstanding prior to our directors under our Noble Corporation plc 2017 Director Omnibusthe Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Effective Date. Pursuant to the Plan, the authority was 0t usedholders of Legacy Noble’s ordinary shares outstanding prior to allot shares during the three months ended March 31, 2020.
The declaration and payment of dividends require the authorizationEffective Date received their pro rata share of the Board of Directors of Noble-UK, provided that such dividendsTranche 3 Warrants to acquire Ordinary Shares.
23
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

on issued share capital may be paid only out of Noble-UK’s “distributable reserves” on its statutory balance sheet in accordance with UK law. Therefore, Noble-UK is not permitted to pay dividends out of share capital, which includes share premium. Noble has not paid dividends since the third quarter of 2016. 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; however, at this time, we do not expect to pay any dividends in the foreseeable future.
Share repurchases
Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. We currently do not have shareholder authority to repurchase shares. During the three months ended March 31, 2020 and 2019, we did not repurchase any of our shares.
Note 5—6— Property and Equipment
Property and equipment, at cost consisted of the following:
  March 31, 2020 December 31, 2019
Drilling equipment and facilities $8,422,110
 $10,014,314
Construction in progress 68,504
 88,904
Other 202,223
 203,407
Property and equipment, at cost $8,692,837
 $10,306,625

SuccessorPredecessor
March 31, 2021December 31, 2020
Drilling equipment and facilities$1,085,292 $4,476,960 
Construction in progress83,591 99,812 
Other9,805 200,925 
Property and equipment, at cost$1,178,688 $4,777,697 
On February 28, 2019, we purchased a new GustoMSC CJ46 rig,During the Noble Joe Knight, period from the PaxOcean Group in connection with a concurrently awarded drilling contract in the Middle East region. We paid $83.8 million for the rig, with $30.2 million paid in cashFebruary 6 through March 31, 2021 and the remaining $53.6 million of the purchase price financed with a loan by the seller. See “Note 6— Debt” for additional information.period from January 1 through February 5, 2021
, we recognized 0 impairment charges to our long-lived assets. During the three months ended March 31, 2020, we recognized a non-cash loss on impairment of $1.1 billion, related to our long-lived assets. During the three months ended March 31, 2019, we recognized 0 impairment charges to long-lived assets. See “Note 9—10— Loss on Impairment” for additional information.
Note 7— Debt
Post-emergence Debt
Senior Secured Revolving Credit Facility
On the Effective Date, Finco and Noble International Finance Company (“NIFCO”) entered into the Revolving Credit Agreement providing for the $675.0 million Revolving Credit Facility and canceled all debt that existed immediately prior to the Effective Date. The Revolving Credit Facility matures on July 31, 2025. Subject to the satisfaction of certain conditions, Finco may from time to time designate one or more of Finco’s other wholly-owned subsidiaries as additional borrowers under the Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility.
All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the Revolving Credit Agreement. All such obligations, including the guarantees of the Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, including all of the rigs owned by the Company as of the Effective Date or acquired thereafter and certain assets related thereto, in each case, subject to certain exceptions and limitations described in the Revolving Credit Agreement.
The loans outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted LIBOR or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rate plus ½ of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin is initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement.
The Borrowers are required to pay a quarterly commitment fee to each lender under the Revolving Credit Agreement, which accrues at a rate per annum equal to 0.50% on the average daily unused portion of such lender’s commitments under the Revolving Credit Facility. The Borrowers are also required to pay customary letter of credit and fronting fees.
Borrowings under the Revolving Credit Agreement may be used for working capital and other general corporate purposes. Availability of borrowings under the Revolving Credit Agreement is subject to the satisfaction of certain conditions, including restrictions on borrowings if, after giving effect to any such borrowings and the application of the proceeds thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) would exceed $100 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00.
24
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Mandatory prepayments and, under certain circumstances, commitment reductions are required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150 million is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs.
The Revolving Credit Agreement obligates Finco and its restricted subsidiaries to comply with the following financial maintenance covenants:
Note 6— Debt•as of the last day of each fiscal quarter in 2021, Adjusted EBITDA (as defined in the Revolving Credit Agreement) is not permitted to be lower than (i) $70 million for the four fiscal quarter period ending March 31, 2021, (ii) $40 million for the four fiscal quarter period ending June 30, 2021 and (iii) $25 million for the four fiscal quarter periods ending on each of September 30, 2021 and December 31, 2021;
•as of the last day of each fiscal quarter ending on or after March 31, 2022, the ratio of Adjusted EBITDA to Cash Interest Expense (as defined in the Revolving Credit FacilitiesAgreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and
•for each fiscal quarter ending on or after June 30, 2021, the ratio of (x) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (y) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00.
The Revolving Credit Facility contains affirmative and negative covenants, representations and warranties and events of default that the Company considers customary for facilities of this type.
Second Lien Notes Indenture
On the Effective Date, pursuant to the Backstop Commitment Agreement and in accordance with the Plan, Noble and Finco consummated the Rights Offering of Second Lien Notes and associated Ordinary Shares at an aggregate subscription price of $200.0 million.
An aggregate principal amount of $216 million of Second Lien Notes was issued in the Rights Offering, which includes the aggregate subscription price of $200.0 million plus a backstop fee of $16.0 million which was paid in kind. The Second Lien Notes mature on February 15, 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility. The Second Lien Notes and such guarantees are secured by senior priority liens on the assets subject to liens securing the Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations.
Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For the period ended March 31, 2021, we assumed we will make the next interest payment by issuing PIK Notes and accrued interest at a rate of 15%.
On or after February 15, 2024, Finco may redeem all or part of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2025 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
The Second Lien Notes contain covenants and events of default that the Company considers customary for notes of this type.
25
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Pre-emergence Debt
2017 Credit Facility
OnIn December 21, 2017, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman;Finco; Noble International Finance Company, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman;Finco; and Noble Holding UK Limited, a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary of Noble-UKLegacy Noble (“NHUK”), as parent guarantor, entered into a new senior unsecured credit agreement (as amended, the “2017 Credit Facility”). In July 2019, we executed ana first amendment to our 2017 Credit Facility, (the “First Amendment to the 2017 Credit Facility”), which, among other things, reduced the maximum aggregate amount of commitments thereunder from $1.5 billion to $1.3 billion. As a result
Prior to the filing of such reduction in the maximum aggregate amount of commitments, we recognized a net loss of approximately $0.7 million in the year ended December 31, 2019. Borrowings underChapter 11 Cases, the 2017 Credit Facility are subjectwas scheduled to certain conditions precedent to advance loans. The First Amendment to the 2017 Credit Facility added a requirement that any amounts drawn under the 2017 Credit Facility plus any undrawn amounts needed to cause us to be in compliance with the $300.0 million Liquidity (as defined in the First Amendment to the 2017 Credit Facility) covenant (the “Minimum Liquidity Covenant”) not exceed the amount of the Indenture Secured Debt Basket at the time of each borrowing. The maximum aggregate amount of commitments under the 2017 Credit Facility on March 31, 2020 was $1.3 billion with approximately $397.8 million available to borrow. As described below, in April 2020, in relation to the pay down of our indebtedness under the Seller Loans, we borrowed $100.0 million under the 2017 Credit Facility. The First Amendment to the 2017 Credit Facility also replaced the debt to capitalization ratio financial covenant with a Senior Guaranteed Indebtedness to Adjusted EBITDA (each as defined in the First Amendment to the 2017 Credit Facility) ratio financial covenant, as described below.
The 2017 Credit Facility will mature in January 2023. Borrowings may be usedwere available for working capital and other general corporate purposes. The 2017 Credit Facility providesprovided for a letter of credit sub-facility currently in the amount of $15.0 million, with the ability to increase such amount up to $500.0 million with the approval of the lenders. Borrowings under theThe 2017 Credit Facility bear interest at LIBOR plus an applicable margin,
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

which is currently the maximum contractual rate of 4.25%. At March 31, 2020, we had $445.0 million of borrowings outstanding under the 2017 Credit Facility.
At March 31, 2020, we had $5.5 million of letters of credit issued under the 2017 Credit Facility and an additional $11.7 million in letters of credit and surety bonds issued under unsecured bilateral arrangements.
Our 2017 Credit Facility has provisions that varyvaried the applicable interest rates for borrowings based upon our debt ratings. We also pay a commitment feeBorrowings under the 2017 Credit Facility onbore interest at LIBOR plus an applicable margin. NHUK guaranteed the daily unused amountobligations of the underlying commitments, which varies depending onborrowers under the 2017 Credit Facility. In addition, certain indirect subsidiaries of Legacy Noble that owned rigs were guarantors under the 2017 Credit Facility.
The filing of the Chapter 11 Cases constituted events of default that accelerated the Company’s obligations under the indentures governing our credit ratings. At March 31, 2020, the interest rates in effectoutstanding senior notes and under our 2017 Credit Facility wereFacility. In addition, the highest permittedunpaid principal and interest ratesdue under that agreement.
2015 Credit Facility
Effective January 2018, in connection with entering intoour indentures and the 2017 Credit Facility we amendedbecame immediately due and payable. However, any efforts to enforce such payment obligations with respect to our $300.0senior notes and 2017 Credit Facility were automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement were subject to the applicable provisions of the Bankruptcy Code. See “Note 1— Organization and Basis of Presentation” for additional information.
The Company had $545.0 million senior unsecured credit facility that would have matured in January 2020outstanding under the 2017 Credit Facility prior to the Effective Date. On the Effective Date, all outstanding obligations under the 2017 Credit Facility were terminated and was guaranteed by our indirect, wholly-owned subsidiaries, Noble Holding (U.S.) LLCthe holders of claims under the 2017 Credit Facility had such obligations repaid using cash on hand, repaid using proceeds from the Rights Offering, or refinanced through the Revolving Credit Facility. On the Effective Date, all liens and Noble Holding International Limited (as amended, the “2015 Credit Facility”). On December 20, 2019, we repaid $300.0 millionsecurity interests granted to secure such obligations were terminated and are of outstanding borrowingsno further force and terminated the 2015 Credit Facility.effect.
Seller Loans     
2019 Seller Loan
In February 2019, we purchased the Noble Joe Knight for $83.8 million with a $53.6 million seller-financed secured loan (the “2019 Seller Loan”). The 2019 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2019 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four-year term of the 2019 Seller Loan. Based on the terms of the 2019 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term.
2018 Seller Loan
In September 2018, we purchased the Noble Johnny Whitstine for $93.8 million with a $60.0 million seller-financed secured loan (the “2018 Seller Loan” and, together with the 2019 Seller Loan, the “Seller Loans”). The 2018 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2018 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four-year term of the 2018 Seller Loan. Based on the terms of the 2018 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term.
Both of the Seller Loans were guaranteed by Noble-Cayman and each was secured by a mortgage on the applicable rig and by the pledge of the shares of the applicable single-purpose entity that owned the relevant rig. Each Seller Loan contained a debt to total capitalization ratio requirement that such ratio not exceed 0.55 at the end of each fiscal quarter, a $300.0 million minimum liquidity financial covenant and an asset and revenue covenant substantially similar to our Senior Notes due 2026 (the “2026 Notes”), as well as other covenants and provisions customarily found in secured transactions, including a cross default provision. Each Seller Loan required immediate repayment on the occurrence of certain events, including the termination of the drilling contract associated with the relevant rig or circumstances in connection with a material adverse effect.
Upon completion of our financial statements for the quarter ended March 31, 2020, we would have exceeded the debt to total capitalization ratio requirement under the Seller Loans. In April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loan and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, the remaining principal balance under each Seller Loan was reduced to $1.00, interest ceased accruing, and the financial covenants set forth in the agreements relating to the Seller Loans ceased to apply. As a resultOn July 20, 2020, at the conclusion of such early repayment, we avoided a default under the Seller Loans, and the discount was agreed to prior to any default. As long as certain events specified in the related deed of release do not occur within the 90-day period following the payment date, thenall outstanding amounts were reduced to 0, all security was released, and the Seller Loans will be terminated,were terminated.
Senior Notes
On the Effective Date, in accordance with the Plan, all outstanding obligations under our senior notes were cancelled and all security interests will be released. the indentures governing such obligations were cancelled, except to the limited extent expressly set forth in the Plan.See “Note 15— Subsequent Events”2— Chapter 11 Emergence” for additional information.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Senior Notes Interest Rate Adjustments
Our Senior Notes due 2025 and our Senior Notes due 2045 are subject to provisions that vary the applicable interest rates based on our debt rating. Effective April 2018, these senior notes have reached the contractually defined maximum interest rate set for each rating agency and no further interest rate increases are possible. The interest rates on these senior notes may be decreased if our debt ratings were to be raised by either rating agency above specified levels. Our other outstanding senior notes do not contain provisions varying applicable interest rates based upon our credit ratings.
Debt Tender Offers, Repayments and Open Market Repurchases
In March 2019, we completed cash tender offers for our Senior Notes due 2020, Senior Notes due 2021, Senior Notes due 2022 and Senior Notes due 2024. Pursuant to such tender offers, we purchased $440.9 million aggregate principal amount of these senior notes for $400.0 million, plus accrued interest, using cash on hand and borrowings under the 2015 Credit Facility. As a result of this transaction, we recognized a net gain of approximately $31.3 million.
Covenants
At March 31, 2020, the 2017 Credit Facility contained certain financial covenants applicable to NHUK and its subsidiaries, including (i) a covenant that limits our ratio of Senior Guaranteed Indebtedness to Adjusted EBITDA as of the last day of each fiscal quarter, with such ratio not being permitted to exceed 4.0 to 1.0 for the fiscal quarters ending September 30, 2019 through December 31, 2020, 3.5 to 1.0 for the fiscal quarters ending March 31, 2021 through December 31, 2021 and 3.0 to 1.0 for the fiscal quarters ending March 31, 2022 and thereafter (the “Leverage Covenant”), (ii) the Minimum Liquidity Covenant, (iii) a covenant that the ratio of the Rig Value (as defined in the 2017 Credit Facility) of Marketed Rigs (as defined in the 2017 Credit Facility) to the sum of commitments under the 2017 Credit Facility plus indebtedness for borrowed money of the borrowers and guarantors, in each case, that directly own Marketed Rigs, is not less than 3:00 to 1:00 at the end of each fiscal quarter and (iv) a covenant that the ratio of (A) the Rig Value of the Closing Date Rigs (as defined in the 2017 Credit Facility) that are directly wholly owned by the borrowers and guarantors to (B) the Rig Value of the Closing Date Rigs owned by NHUK, subsidiaries of NHUK and certain local content affiliates, is not less than 80% at the end of each fiscal quarter (such covenants described in (iii) and (iv) of this paragraph, the “Guarantor Ratio Covenants”). The 2017 Credit Facility also includes restrictions on borrowings if, after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of Available Cash (as defined in the 2017 Credit Facility) would exceed $200.0 million and a requirement that any amounts drawn under the 2017 Credit Facility plus any undrawn amounts needed to cause us to be in compliance with the Minimum Liquidity Covenant not exceed the amount of the Indenture Secured Debt Basket at the time of each borrowing. The Indenture Secured Debt Basket is fully defined in the credit agreement governing the 2017 Credit Facility but is generally calculated as 15% of CNTA of Noble-Cayman minus other secured debt excluding Permitted Liens such as those connected to the Seller Loans. Commitments under the 2017 Credit Facility total $1.3 billion; however, the maximum availability is currently constrained by the Indenture Secured Debt Basket. In addition, a certain amount of commitments is required to remain unused to satisfy the Minimum Liquidity Covenant. As of March 31, 2020, we had $445.0 million of borrowings and $5.5 million of letters of credit outstanding under the 2017 Credit Facility, and we would have been able to borrow a maximum of an additional approximately $397.8 million thereunder. In April 2020, in relation to the pay down of our indebtedness under the Seller Loans, we borrowed $100.0 million under the 2017 Credit Facility. As a result, as of April 23, 2020, we had $545.0 million of borrowings outstanding under the 2017 Credit Facility, and we would have been able to borrow a maximum of an additional approximately $297.8 million.
NHUK has guaranteed the obligations of the borrowers under the 2017 Credit Facility. In addition, certain indirect subsidiaries of Noble-UK that own rigs are guarantors under the 2017 Credit Facility. Certain other subsidiaries of Noble-UK may be required from time to time to guarantee the obligations of the borrowers under the 2017 Credit Facility in order maintain compliance with the Guarantor Ratio Covenants.
The 2017 Credit Facility contains additional restrictive covenants generally applicable to NHUK and its subsidiaries, including restrictions on the incurrence of liens and indebtedness, mergers and other fundamental changes, restricted payments, repurchases and redemptions of indebtedness with maturities outside of the maturity of the 2017 Credit Facility, sale and leaseback transactions and transactions with affiliates.
The indenture for the 2026 Notes contains certain covenants and restrictions, including, among others, restrictions on our subsidiaries’ ability to incur certain additional indebtedness. Additionally, the subsidiary guarantors must own, directly or indirectly, (i) assets comprising at least 85% of the revenue of Noble-Cayman and its subsidiaries on a consolidated basis and (ii) jackups, semisubmersibles, drillships, submersibles or other mobile offshore drilling units of material importance, the combined book value of which comprises at least 85% of the combined book value of all such assets of Noble-Cayman and its subsidiaries on a consolidated basis, in each case, with respect to the most recently completed fiscal year.
In addition to the covenants from the 2017 Credit Facility and the 2026 Notes described above and the covenants from the Seller Loans described under “—Seller Loans” above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture,
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

and on the ability to sell or transfer all or substantially all of our assets. There are also restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions.
We continually monitor compliance with the covenants under our 2017 Credit Facility and our senior notes. The negative impact on our financial condition of the oversupply of oil, and the substantial decline in demand for oil as a result of COVID-19 and related mitigation steps, raises significant uncertainty as to whether we can remain in compliance throughout 2020. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, would result in the acceleration of all our debt, which would result in substantial doubt about our ability to continue as a going concern.
Fair Value of Debt
Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our debt instruments was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). The carrying amount of the 2017Revolving Credit Facility approximates fair value as the interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 12—13— Fair Value of Financial Instruments.”
26
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
The following table presents the carrying value, net of unamortized debt issuance costs and discounts or premiums, and the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, respectively:
SuccessorPredecessor
March 31, 2021 (1)
December 31, 2020 (1)
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes:
11.000% Second Lien Notes due February 2028$216,000 $226,260 $0 $0 
Senior unsecured notes:
4.900% Senior Notes due August 20200 0 62,535 1,366 
4.625% Senior Notes due March 20210 0 79,936 1,596 
3.950% Senior Notes due March 20220 0 21,213 354 
7.750% Senior Notes due January 20240 0 397,025 7,925 
7.950% Senior Notes due April 20250 0 450,000 8,348 
7.875% Senior Notes due February 20260 0 750,000 301,935 
6.200% Senior Notes due August 20400 0 393,596 7,966 
6.050% Senior Notes due March 20410 0 395,002 7,327 
5.250% Senior Notes due March 20420 0 483,619 9,701 
8.950% Senior Notes due April 20450 0 400,000 7,420 
Credit facility:
Senior Secured Revolving Credit Facility matures July 2025177,500 177,500 0 0 
2017 Credit Facility matures January 20230 0 545,000 545,000 
Total debt393,500 403,760 3,977,926 898,938 
Less: Current maturities of long-term debt0 0 0 0 
Long-term debt$393,500 $403,760 $0 $0 
  March 31, 2020 December 31, 2019
  Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value
Senior unsecured notes:        
4.90% Senior Notes due August 2020 $62,518
 $41,787
 $62,505
 $60,660
4.625% Senior Notes due March 2021 79,871
 38,236
 79,854
 64,262
3.95% Senior Notes due March 2022 21,184
 8,503
 21,181
 12,170
7.75% Senior Notes due January 2024 390,178
 45,821
 389,800
 211,035
7.95% Senior Notes due April 2025 447,080
 45,734
 446,962
 228,515
7.875% Senior Notes due February 2026 739,711
 200,978
 739,371
 546,353
6.20% Senior Notes due August 2040 390,544
 31,657
 390,526
 149,134
6.05% Senior Notes due March 2041 389,840
 21,848
 389,809
 142,646
5.25% Senior Notes due March 2042 478,155
 24,017
 478,122
 176,265
8.95% Senior Notes due April 2045 390,787
 25,580
 390,763
 164,664
Seller loans:        
Seller-financed secured loan due September 2022 62,488
 24,487
 62,453
 36,968
Seller-financed secured loan due February 2023 56,081
 15,264
 55,658
 31,175
Credit facility:        
2017 Credit Facility matures January 2023 445,000
 445,000
 335,000
 335,000
Total debt 3,953,437
 968,912
 3,842,004
 2,158,847
Less: Current maturities of long-term debt (260,958) (119,774) (62,505) (60,660)
Long-term debt $3,692,479
 $849,138
 $3,779,499
 $2,098,187

(1) At March 31, 2021, there were 0 unamortized debt issuance costs and discounts or premiums associated with the Second Lien Notes, and $12.5 million of unamortized debt issuance costs associated with the Revolving Credit Facility. At December 31, 2020, all unamortized debt issuance costs and discounts or premiums associated with Predecessor debt had been written off.
As discussed in “Note 1— Organization and Basis of Presentation,” since the Petition Date, the Company operated as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. Accordingly, all of our long-term debt obligations were presented as “Liabilities subject to compromise” on our Condensed Consolidated Balance Sheet at December 31, 2020.
27
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Note 7—8— Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” (“AOCI”) for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019.. All amounts within the table are shown net of tax.
Defined Benefit Pension Items (1)
Foreign Currency ItemsTotal
Balance at 12/31/2019 (Predecessor)$(40,635)$(17,754)$(58,389)
Activity during period:
Other comprehensive income (loss) before reclassifications0 (2,136)(2,136)
Amounts reclassified from AOCI568 0 568 
Net other comprehensive income (loss)568 (2,136)(1,568)
Balance at 3/31/2020 (Predecessor)$(40,067)$(19,890)$(59,957)
Balance at 12/31/2020 (Predecessor)$(39,737)$(18,275)$(58,012)
Activity during period:
Other comprehensive income (loss) before reclassifications0 (116)(116)
Amounts reclassified from AOCI224 0 224 
Net other comprehensive income (loss)224 (116)108 
Cancellation of Predecessor equity39,513 18,391 57,904 
Balance at 2/5/2021 (Predecessor)$0 $0 $0 
Balance at 2/6/2021 (Successor)$0 $0 $0 
Activity during period:
Other comprehensive income (loss) before reclassifications0 0 0 
Amounts reclassified from AOCI0 0 0 
Net other comprehensive income (loss)0 0 0 
Balance at 3/31/2021 (Successor)$0 $0 $0 
(1)Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 12— Employee Benefit Plans” for additional information.
28
  
Defined Benefit Pension Items (1)
 Foreign Currency Items Total
Balance at December 31, 2018 $(39,058) $(18,014) $(57,072)
Activity during period:      
Other comprehensive income (loss) before reclassifications —
 508
 508
Amounts reclassified from AOCI 550
 —
 550
Net other comprehensive income 550
 508
 1,058
Balance at March 31, 2019 $(38,508) $(17,506) $(56,014)
       
Balance at December 31, 2019 $(40,635) $(17,754) $(58,389)
Activity during period:      
Other comprehensive income (loss) before reclassifications —
 (2,136) (2,136)
Amounts reclassified from AOCI 568
 —
 568
Net other comprehensive income (loss) 568
 (2,136) (1,568)
Balance at March 31, 2020 $(40,067) $(19,890) $(59,957)
(1)
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense)”. See “Note 11— Employee Benefit Plans” for additional information.
Note 8—9— Revenue and Customers
Contract Balances
Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are typically range from 30 to 60 days. Current contract asset and liability balances are included in “Prepaid expenses and other current assets” and “Other current liabilities,” respectively, and noncurrent contract assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on our Condensed Consolidated Balance Sheets.
The following table provides information about contract assets and contract liabilities from contracts with customers:
SuccessorPredecessor
March 31, 2021December 31, 2020
Current contract assets$846 $10,687 
Noncurrent contract assets0 3,174 
Total contract assets846 13,861 
Current contract liabilities (deferred revenue)(2,845)(34,990)
Noncurrent contract liabilities (deferred revenue)(8,571)(24,896)
Total contract liabilities$(11,416)$(59,886)
29
  March 31, 2020 December 31, 2019
Current contract assets $17,085
 $21,292
Noncurrent contract assets 7,494
 9,508
Total contract assets 24,579
 30,800
     
Current contract liabilities (deferred revenue) (42,535) (34,196)
Noncurrent contract liabilities (deferred revenue) (26,171) (30,859)
Total contract liabilities $(68,706) $(65,055)
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

Significant changes in the remaining performance obligation contract assets and the contract liabilities balances for the three months ended March 31, 20202021 and 20192020 are as follows:
Contract AssetsContract Liabilities
Net balance at 12/31/2019 (Predecessor)$30,800 $(65,055)
Amortization of deferred costs(8,799)— 
Additions to deferred costs2,578 — 
Amortization of deferred revenue— 15,828 
Additions to deferred revenue— (19,479)
Total(6,221)(3,651)
Net balance at 3/31/2020 (Predecessor)$24,579 $(68,706)
Net balance at 12/31/2020 (Predecessor)$13,861 $(59,886)
Amortization of deferred costs(1,607)— 
Additions to deferred costs432 — 
Amortization of deferred revenue— 4,142 
Additions to deferred revenue— (25,479)
Fresh start accounting revaluation(12,686)72,936 
Total$(13,861)$51,599 
Net balance at 2/5/21 (Predecessor)$0 $(8,287)
Net balance at 2/6/21 (Successor)$0 $(8,287)
Additions to deferred costs888 — 
Amortization of deferred costs(42)— 
Amortization of deferred revenue— 0 
Additions to deferred revenue— (3,129)
Total846 (3,129)
Net balance at 3/31/2021 (Successor)$846 $(11,416)
  Contract Assets Contract Liabilities
Net balance at December 31, 2018 $47,664
 $(80,753)
     
Amortization of deferred costs (8,775) —
Additions to deferred costs 373
 —
Amortization of deferred revenue —
 9,355
Additions to deferred revenue —
 (866)
Total (8,402) 8,489
     
Net balance at March 31, 2019 $39,262
 $(72,264)
     
Net balance at December 31, 2019 $30,800
 $(65,055)
     
Amortization of deferred costs (8,799) —
Additions to deferred costs 2,578
 —
Amortization of deferred revenue —
 15,828
Additions to deferred revenue —
 (19,479)
Total (6,221) (3,651)
     
Net balance at March 31, 2020 $24,579
 $(68,706)
30

NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Customer Contract Intangible Assets
Upon emergence from the Chapter 11 Cases, the Company recognized a fair value adjustment of $113.4 million related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue for the remainder of the contracts, 18 months and 32 months, respectively. As of March 31, 2021, the net carrying amount was $104.9 million, $113.4 million gross less $8.5 million accumulated amortization. The expected remaining amortization is as follows: $43.1 million for the nine-month period ending December 31, 2021 and $43.5 million and $18.3 million for the years ending December 31, 2022 and 2023, respectively.We assess the recoverability of the unamortized balance when indicators of impairment are present. Should the review indicate that the carrying value is not fully recoverable, the portion not fully recoverable would be recognized as an impairment loss.
Transaction Price Allocated to the Remaining Performance Obligations
The following table reflects revenue expected to be recognized in the future related to unsatisfied performance obligations, by rig type, as of March 31, 2020:    2021:    
  For the Years Ended December 31,
  
2020 (1)
 2021 2022 2023 2024 and beyond Total
Floaters $23,912
 $11,210
 $7,853
 $3,546
 $—
 $46,521
Jackups 13,217
 7,227
 1,741
 —
 —
 22,185
Total $37,129
 $18,437
 $9,594
 $3,546
 $—
 $68,706

For the Years Ended December 31,
2021 (1)
2022202320242025 and beyondTotal
Floaters$56 $11,309 $51 $0 $0 $11,416 
Jackups0 0 0 0 0 0 
Total$56 $11,309 $51 $0 $0 $11,416 
(1) Represents a nine-month period beginning April 1, 2020.2021.
The revenue included above consists of expected mobilization, demobilization, and upgrade revenue for unsatisfied performance obligations. The amounts are derived from the specific terms within drilling contracts that contain such provisions, and the expected timing for recognition of such revenue is based on the estimated start date and duration of each respective contract based on information known at March 31, 2020.2021. The actual timing of recognition of such amounts may vary due to factors outside of our control. We have taken the optional exemption, permitted by accounting standards, to exclude disclosure of the estimated transaction price related to the variable portion of unsatisfied performance obligations at the end of the reporting period, as our transaction price is based on a single performance obligation consisting of a series of distinct hourly, or more frequent, periods, the variability of which will be resolved at the time of the future services.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Disaggregation of Revenue
The following table provides information about contract drilling revenue by rig types:
  Three Months Ended March 31,
  2020 2019
Floaters $125,336
 $153,154
Jackups 142,028
 117,347
Total $267,364
 $270,501

SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Floaters$56,048 $50,057 $125,336 
Jackups28,581 23,994 142,028 
Total$84,629 $74,051 $267,364 
Note 9—10— Loss on Impairment
Asset Impairments
We evaluate our property and equipment for impairment whenever there are changes in facts that suggest that the value of the asset is not recoverable. During the period from February 6 through March 31, 2021 and the period from January 1 through February 5, 2021, 0 impairment was recognized on our fleet.
In connection with the preparation of our financial statements for the first quarter of 2020, and in light of the rapid and unexpected decline in demand for our services resulting from the global COVID-19 pandemic, the steep decline in the demand for oil and the substantial surplus in the supply of oil, we conducted a review of our fleet to determine recoverability.recoverability and recognized approximately $1.1 billion in impairment charges for 4 floaters, and $5.5 millionofimpairment charges related to certain capital spare equipment. For our impaired floaters, we estimated the fair value by applying the income valuation approach utilizing significant unobservable inputs, representative of a Level 3 fair value measurement. The review included an assessment of certain assumptions, including future marketability of each unit in light of the currentthen-current market conditions and itstheir current technical specifications. Assumptions used in our assessment included, but were not limited to, timing of future contract awards and expected operating
31
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
dayrates, operating costs, utilization rates, discount rates, capital expenditures, reactivation costs, estimated economic useful lives and, in certain cases, our belief that a drilling unit is no longer marketable and is unlikely to return to service in the near to medium term.
Based uponThe impact of the current global economic turmoil continues to evolve and its duration and ultimate disruption to our customers’ and our business cannot be estimated at this time. We could recognize further impairment analysis, we impaired the carrying value to their corresponding estimated fair values for the Noble Bully I, Noble Bully II, Noble Danny Adkins and Noble Jim Day. For our impaired units, we estimated the fair value of these units by applying the income valuation approach utilizing significant unobservable inputs, representative of a Level 3 fair value measurement.charges should such disruption continue. If we experience prolonged unfavorable changes to current market conditions, reactivation costs or dayrates or if we are unable to secure new or extended contracts for our active rigs at favorable rates, 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. During
Note 11— Income Taxes
As described in “Note 2— Chapter 11 Emergence,” in accordance with the three months endedPlan, the Predecessor’s Legacy Notes were cancelled and exchanged for Successor’s Ordinary Shares and Warrants. The cancellation of indebtedness income resulting from such restructuring transactions has significantly reduced the Company’s US tax attributes, including but not limited to NOL carryforwards. As a result of the emergence from bankruptcy, on the Effective Date, the Company experienced an ownership change under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which is anticipated to subject certain remaining tax attributes to an annual limitation under Section 382 of the Code.
On the Effective Date, the Company had net deferred tax liabilities in total of $21.5 million inclusive of a valuation allowance of $4.7 million. Because of the impact the cumulative operating losses have on the determination of the recoverability of deferred tax assets through future earnings and the negative evidence associated with the bankruptcy reorganization, the Company assessed the realizability of its deferred tax assets based on the future reversals of existing deferred tax liabilities. Accordingly, the Company established a new valuation allowance of $4.7 million for a portion of its deferred tax assets.
At March 31, 2020, we recognized approximately $1.1 billion in impairment charges related to2021, the Noble Bully I, Noble Bully II, Noble Danny Adkins and Noble Jim Day, and $5.5Company had a deferred tax asset of $0.7 millionofimpairment charges related to certain capital spare equipment. The impact net of valuation allowance. Additionally, the current global economic turmoil continues to evolve and its duration and ultimate disruption to our customers’ and our business cannot be estimated at this time. Should such disruption continue, weaker economic conditions generally could result in further impairments, During the three months endedCompany also had deferred tax liabilities of $17.9 million inclusive of a valuation allowance of $5.3 million.
At March 31, 2019, we recognized 0 impairment charges on our fleet.
Note 10— Income Taxes
2021, the reserves for uncertain tax positions totaled $34.0 million (net of related tax benefits of $0.3 million). At MarchDecember 31, 2020, the reserves for uncertain tax positions totaled $147.3 million (net of related tax benefits of $0.4 million). At December 31, 2019, the reserves for uncertain tax positions totaled $159.7$42.5 million (net of related tax benefits of $0.4 million).
It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation. We estimate
During the potential changes could range from $80.0 million to $100.0 million.
On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law. The CARES Act makes significant changes to various areas of US federal income tax law by, among other things, allowing a five-year carryback period for 2018, 2019 and 2020 net operating losses (“NOL”), accelerating the realization of remaining alternative minimum tax credits, and increasing the interest expense limitation under Section 163(j) for years 2019 and 2020. The Company recognized an income tax benefit of $42.6 million as a result of the application of the CARES Act in its first quarter of 2020 financial statements in accordance with ASC Topic 740, Income Taxes. Such $42.6 million tax benefit is comprised primarily of a current income tax receivable of $151.4 million, which we expect to receive within the next 12 months, partially offset by non-cash deferred tax expense of $107.6 million related to NOL utilization.
At March 31, 2020,ended on February 5, 2021, our income tax provision included a tax benefit of $4.6$1.7 million related to a non-US reserve release following a statute expirationrelease.
On the Effective Date, our income tax provision included tax expenses of $2.5 million associated with reorganization and a non-cash item deferredfresh start adjustments.
During the period from February 6, 2021 to March 31, 2021, our tax benefitprovision included tax benefits of $95.6$10.1 million related to the impairment of 2 rigsUS and certain capital spares.non-US reserve releases.
32
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATIONFINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)

At March 31, 2020, we recorded a non-US reserve release of $22.2 million and an $11.8 million US reserve increase. Each of these items resulted in no profit and loss impact and were recorded as balance sheet reclassifications.
In light of the negative impact that the COVID-19 pandemic and production level disagreements among OPEC+ nations have had on our business and results of operations, we disclosed substantial doubt about the Company’s ability to continue as a going concern. As such, we re-evaluated assumptions we previously made with respect to the realization of our deferred tax assets and our ability to assert permanent reinvestment of the earnings and outside book/tax basis differences in our subsidiaries. We determined that no changes to our existing assumptions and assertions are warranted in the current period but we will continue to monitor such assumptions and assertions in subsequent quarters to determine whether or not changes to the tax provision are warranted.
Note 11—12— Employee Benefit Plans
Pension costs include the following components forfor the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020:
SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Non-USUSNon-USUSNon-USUS
Interest cost$233 $1,090 $99 $621 $433 $1,892 
Return on plan assets(155)(2,118)(69)(1,250)(499)(2,919)
Recognized net actuarial loss0 0 1 282 3 716 
Net pension benefit cost (gain)$78 $(1,028)$31 $(347)$(63)$(311)
During the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019:
  Three Months Ended March 31,
  2020 2019
  Non-US US Non-US US
Interest cost $433
 $1,892
 $445
 $2,178
Return on plan assets (499) (2,919) (634) (2,578)
Recognized net actuarial loss 3
 716
 3
 692
Net pension benefit cost (gain) $(63) $(311) $(186) $292
During the three months ended March 31, 2020 and 2019,, we made 0 contributions to our pension plans. Effective December 31, 2016, employees and alternate payees accrue no future benefits under the US plans and, as such, Noble recognized 0 service costs with the plans for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 and 2019..
Note 12—13— Fair Value of Financial Instruments
The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis:
Successor:March 31, 2021
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets -
Marketable securities$6,742 $6,742 $0 $0 
  March 31, 2020
    Estimated Fair Value Measurements
  Carrying Amount Quoted Prices in Active Markets (Level 1) 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets -
        
Marketable securities $8,984
 $8,984
 $—
 $—
  December 31, 2019
    Estimated Fair Value Measurements
  Carrying Amount Quoted Prices in Active Markets (Level 1) 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets -
        
Marketable securities $10,433
 $10,433
 $—
 $—

Predecessor:December 31, 2020
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets -
Marketable securities$12,326 $12,326 $0 $0 
Our cash, cash equivalents and restricted cash, accounts receivable, marketable securities and accounts payable are by their nature short-term. As a result, the carrying values included in our Condensed Consolidated Balance Sheets approximate fair value. See “Note 7— Debt” for information regarding the fair value of our debt.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 13—14— Commitments and Contingencies
Transocean Ltd.Tax matters
In January 2017, a subsidiary of Transocean Ltd. (“Transocean”) filed suit against us and certain ofSubsequent to our subsidiaries seeking damages for patent infringement in a Texas federal court. The suit claims that 5 of our newbuild rigs that operated in the US Gulf of Mexico violated Transocean patents relating to what is generally referred to as dual-activity drilling, and Transocean is seeking royalties of a $10.0 million fee and a 5 percent license fee for the pertinent period of operation for each vessel and damages for the breach of contract. We were aware of the patents when we constructed the rigs. The patents are now expired in the United States and most other countries. While there is inherent risk in litigation, we do not believe that our rigs infringe the Transocean patents. In February 2019, Transocean also added another claim alleging that we breached a 2007 settlement agreement that we entered into with Transocean relating to patent claims in respect of another Noble rig. We also do not believe there has been any breach of the 2007 settlement agreement. The litigation continues, and a trial date has been set for August 2020. We continue to defend ourselves vigorously against this claim.
Paragon Offshore
On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc (“Paragon Offshore”), to the holders of Noble’s ordinary shares. In February 2016, Paragon Offshore sought approval of a pre-negotiated plan of reorganization (the “Prior Plan”) by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code. As part of the Prior Plan, we entered into a settlement agreement with Paragon Offshore (the “Settlement Agreement”). The Prior Plan was rejected by the bankruptcy court in October 2016.
In April 2017, Paragon Offshore filed a revised plan of reorganization (the “New Plan”) in its bankruptcy proceeding. Under the New Plan, Paragon Offshore no longer needed the Mexican tax bonding that Noble-UK was required to provide under the Settlement Agreement. Consequently, Paragon Offshore abandoned the Settlement Agreement as part of the New Plan, and the Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principleApplication for Tentative Refund with both its secured and unsecured creditors to revise the New Plan to create and fund a litigation trust to pursue litigation against us. On June 7, 2017, the revised New Plan was approved by the bankruptcy court, and Paragon Offshore emerged from bankruptcy on July 18, 2017.
On December 15, 2017, the litigation trust filed claims relating to the Spin-off against us and certain of our current and former officers and directors in the Delaware bankruptcy court that heard Paragon Offshore’s bankruptcy, and the litigation trust filed an amended complaint in October 2019. The amended complaint alleges claims of actual and constructive fraudulent conveyance, unjust enrichment and recharacterization of intercompany notes as equity claims against Noble and claims of breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the officer and director defendants. The litigation trust is seeking damages of (i) approximately $1.7 billion from the Company, an amount equal to the amount borrowed by Paragon Offshore immediately prior to the Spin-off, (ii) an additional approximately $935 million relating to the transfer of intercompany receivables and notes from a Paragon subsidiary to a Noble subsidiary prior to the Spin-off (bringing the total claimed damages to approximately $2.6 billion), and (iii) unspecified amounts in respect of the claims against the officer and director defendants all of whom have indemnification agreements with us. A trial date has been set for September 2020.
We believe that Paragon Offshore, at the time of the Spin-off, was properly funded, solvent and had appropriate liquidity and that the claims brought by the litigation trust are without merit. However, the Company continually assesses potential outcomes, including the probability of the parties ultimately resolving the matter through settlement in light of various factors, including given the complex factual issues involved, the uncertainty and risk inherent in this type of litigation, the time commitment and distraction of our organization, the potential effect of the ongoing litigation and uncertainty on our business, and the substantial expense incurred in litigating the claims. As such, the Company’s current estimated loss related to the final disposition of this matter is $100.0 million, which the Company recorded as a general and administrative expense for the year ended December 31, 2019 and is reflected as a current liability as of March 31, 2020. As pre-trial matters progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material.
There is inherent risk and substantial expense in litigation, and the amount of damages that the plaintiff is seeking is substantial. If any of the litigation trust’s claims are successful, or if we elect to settle any claims (in part to reduce or eliminate the ongoing cost of defending the litigation and eliminate any risk of a larger judgment against us), any damages or other amounts we would be required to or agree to pay in excess of the amount we recognized at March 31, 2020, could have a material adverse effect on our business, financial condition and results of operations, including impeding our ability to meet ongoing financial obligations or to continue as a going concern. Given the risks and considerations discussed above, we cannot predict with any degree of certainty what the outcome of the litigation may be. Furthermore, as discussed below, we cannot predict the amount of insurance coverage, if any, that we may have if we were to settle or be found liable in the litigation.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

We have directors’ and officers’ indemnification coverage for the officers and directors who have been sued by the litigation trust. The insurers have accepted coverage for the director and officer claims and we are continuing to discuss with them the scope of their reimbursement of litigation expenses. In addition, at the time of the Spin-off, we had entity coverage, or “Side C” coverage, which was meant to cover certain litigation claims up to the coverage limit of $150.0 million, including litigation expenses. We have made a claim for coverage of the litigation trust’s claims against Noble under such entity insurance. The insurers have rejected coverage for these claims. However, we intend to pursue coverage should the litigation be concluded adversely to us or should we settle. We cannot predict the amount of claims and expenses we may incur, pay or settle in the Paragon Offshore litigation that such insurance will cover, if any.
Prior to the completion of the Spin-off, Noble-UK and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the Spin-off (the “Separation Agreements”), including a Master Separation Agreement (the “MSA”) and a Tax Sharing Agreement (the “TSA”).
As part of its final bankruptcy plan, Paragon Offshore rejected the Separation Agreements. Accordingly, the indemnity obligations that Paragon Offshore potentially would have owed us under the Separation Agreements have now terminated, including indemnities arising under the MSA and the TSA in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the Spin-off. Likewise, any potential indemnity obligations that we would have owed Paragon Offshore under the Separation Agreements, including those under the MSA and the TSA in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon Offshore-retained entities, are now also extinguished. In the absence of the Separation Agreements, liabilities relating to the respective parties will be borne by the owner of the legal entity or asset at issue and neither party will look to an allocation based on the historic relationship of an entity or asset to one of the party’s business, as had been the case under the Separation Agreements.
The rejection and ultimate termination of the indemnity and related obligations under the Separation Agreements resulted in a number of accounting charges and benefits during the year ended December 31, 2017, and such termination may continue to affect us in the future as liabilities arise for which we would have been indemnified by Paragon Offshore or would have had to indemnify Paragon Offshore. We do not expect that, overall, the rejection of the Separation Agreements by Paragon Offshore will have a material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to which we would have been able to secure indemnification from Paragon Offshore under one or more of the Separation Agreements could have an adverse impact on our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle.
During the three months ended March 31, 2019, we recognized charges of $3.8 million recorded in “Net loss from discontinued operations, net of tax” on our Condensed Consolidated Statement of Operations relating to settlement of Mexico customs audits from rigs included in the Spin-off.
Tax matters
During the third quarter of 2017, the Internal Revenue Service (“IRS”) initiated itsunder the CARES Act in the months of April and August 2020, the IRS informed us that it would be conducting a limited scope examination of ourthe taxable years ended December 31, 2012, 2013, 2014, 2018 and 20152019. In the first quarter of 2020, we filed a foreign tax returns. In October 2019, we received a notice thatcredit refund claim for taxable year 2009. The IRS is currently auditing taxable year 2009 in relation to our refund claim. No other taxable years are currently under audit in the IRS added our 2016 and 2017 tax returns to its examination.US. We believe that we have accurately reported all amounts in our 2012, 2013, 2014, 2015, 2016 and 2017 tax returns.
Audit claims of approximately $60.5$95.2 million attributable to income and other business taxes were assessed against Noble entities in Mexico related to tax years 20052007, 2009 and 2007 and2010, in Australia related to tax years 2013 to 2016.2016, in Guyana related to tax years 2019 and 2020
33
NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
and in Saudi Arabia related to tax years 2015 to 2018. We intend to vigorously defend our reported positions and believe the ultimate resolution of the audit claims will not have a material adverse effect on our condensed consolidated financial statements.
We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained upon challenge by a tax authority. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.
Other contingencies
We haveLegacy Noble entered into agreements with certain of our executive officers, as well as certain other employees.officers. These agreements becomebecame effective upon a change of control of Noble-UKNoble (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control and remainwere effective for three years thereafter. These agreements provideprovided for compensation and certain other benefits under such circumstances. On the Effective Date of our emergence from the Chapter 11 Cases, the Legacy Noble agreements were superseded by new employment agreements with substantially similar terms except that the new agreements provide for certain severance benefits upon termination without cause or resignation for good reason.
We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including personal injury claims, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.
NOBLE CORPORATION PLC AND SUBSIDIARIES
NOBLE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 14—15— Supplemental Financial Information
Condensed Consolidated Balance Sheets Information
Our Noble restricted cash balance as of both March 31, 20202021, February 5, 2021 and December 31, 20192020 consisted of $1.3$0.8 million, $2.0 million, and $21.7 million, respectively. Our Finco restricted cash balance as of March 31, 2021, February 5, 2021 and December 31, 2020 consisted of $0.8 million, $2.0 million and $1.7 million, respectively. All restricted cash is includedrecorded in “Prepaid expenses and other current assets.”
Condensed Consolidated Statements of Cash Flows Information
Operating cash activities
The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:
Noble
SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Accounts receivable$10,265 $(41,344)$(10,152)
Other current assets3,566 17,884 15,164 
Other assets(8,169)8,521 2,235 
Accounts payable6,642 (16,819)(9,001)
Other current liabilities3,192 11,428 (36,097)
Other liabilities1,067 (5,846)(8,706)
Total net change in assets and liabilities$16,563 $(26,176)$(46,557)
  Noble-UK Noble-Cayman
  Three Months Ended March 31, Three Months Ended March 31,
  2020 2019 2020 2019
Accounts receivable $(10,152) $(11,007) $(10,152) $(11,007)
Other current assets 15,164
 17,097
 14,667
 16,803
Other assets 2,235
 3,700
 2,807
 4,506
Accounts payable (9,001) (1,867) (9,194) (1,676)
Other current liabilities (36,097) (59,685) (36,128) (59,544)
Other liabilities (8,706) (6,455) (13,328) (6,455)
Total net change in assets and liabilities $(46,557) $(58,217) $(51,328) $(57,373)
34

NOBLE CORPORATION AND SUBSIDIARIES
NOBLE FINANCE COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise indicated, dollar and share amounts in tables are in thousands, except per share data)
Finco
SuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Accounts receivable$10,265 $(41,344)$(10,152)
Other current assets550 19,398 14,667 
Other assets(8,168)8,512 2,807 
Accounts payable6,883 (14,061)(9,194)
Other current liabilities3,193 11,623 (36,128)
Other liabilities1,043 (5,936)(13,328)
Total net change in assets and liabilities$13,766 $(21,808)$(51,328)
Non-cash investing and financing activities
Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of February 5, 2021, March 31, 2021 and December 31, 2020 were $31.0 million, $38.6 million and $35.3 million, respectively.
Additions to property and equipment, at cost for which we had accrued a corresponding liability in accounts payable as of March 31, 2020 and December 31, 2019 were $24.7 million and $36.0 million, respectively.
Additions to property and equipment, at cost forOn the Effective Date, an aggregate principal amount of $216.0 million of Second Lien Notes was issued, which we had accruedincludes the aggregate subscription price of $200.0 million, plus a corresponding liabilitybackstop fee of $16.0 million which was paid in accounts payable as of March 31, 2019 and December 31, 2018 were $38.5 million and $52.1 million, respectively.kind.
In February 2019, we entered into the $53.6 million 2019 Seller Loan to finance a portion of the purchase price for the Noble Joe Knight. See “Note 6— Debt” for additional information.

Note 15—16— Subsequent Events

Upon completionOn March 25, 2021, Noble entered into an Agreement and Plan of our financial statements for the quarter ended March 31, 2020, we would have exceeded the debtMerger (the “Merger Agreement”) with Pacific Drilling Company LLC (“Pacific Drilling”), pursuant to total capitalization ratio requirement under the Seller Loans. Inwhich Noble acquired Pacific Drilling in an all-stock transaction (the “Merger”) on April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount15, 2021. Pursuant to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loanterms and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, the remaining principal balance under each Seller Loan was reduced to $1.00, interest ceased accruing, and the financial covenantsconditions set forth in the agreements relatingMerger Agreement, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the Seller Loans ceasedeffective time of the Merger was converted into the right to apply.receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Ordinary Shares, or approximately 24.9% of the outstanding Ordinary Shares and Penny Warrants at closing.
On April 15, 2021, in connection with the closing of the Merger, Noble entered into a resultRegistration Rights Agreement (the “Merger Registration Rights Agreement”) with each of such early repayment, we avoided a default under the Seller Loans, and the discount was agreedholders identified therein (the “Merger RRA Holders”), pursuant to prior to any default. As long as certain events specified in the related deed of release do not occur within the 90-day period following the payment date, then the Seller Loanswhich, among other things, Noble will be terminated,required to file with the SEC a registration statement registering for resale the Ordinary Shares issuable to the Merger RRA Holders upon consummation of the Merger, and subject to certain limitations set forth therein, certain Merger RRA Holders have customary shelf, demand and piggyback registration rights. In addition, pursuant to the Merger Registration Rights Agreement, certain Merger RRA Holders have the right to require Noble, subject to certain limitations set forth therein, to effect a distribution of any or all security interests willof their Ordinary Shares by means of an underwritten offering. Noble is not obligated to effect any underwritten offering unless the dollar amount of the registrable securities of the Merger RRA Holder(s) demanding such underwritten offering to be released.included therein is reasonably likely to result in gross sale proceeds of at least $20 million.


35

Item 2. 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 March 31, 2020,2021, and our results of operations for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and three months ended March 31, 2020 and 2019.2020. The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 20192020 filed by Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble” or “Successor”), and Noble Finance Company (formerly known as Noble Corporation), a Cayman Islands company (“Finco”).
On July 31, 2020 (the “Petition Date”), our former parent company, Noble Holding Corporation plc (formerly known as Noble Corporation plc), a public limited company incorporated under the laws of England and Wales (“Noble-UK”Legacy Noble” or the “Predecessor”), and certain of its subsidiaries, including 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”). 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. 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”). On November 20, 2020, the Bankruptcy Court entered an order confirming the Plan. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined herein), Legacy Noble and certain of its subsidiaries effectuated certain restructuring transactions pursuant to which Legacy Noble formed Noble as an indirect wholly-owned subsidiary of Legacy Noble and transferred to Noble substantially all of the subsidiaries and other assets of Legacy Noble. On February 5, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms, the Debtors emerged from the Chapter 11 Cases and Noble 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. The Bankruptcy Court closed the chapter 11 case with respect to all Debtors other than Legacy Noble, pending its wind down.
Noble is the successor issuer to Legacy Noble for purposes of and pursuant to Rule 15d-5 of the Exchange Act. References to the “Company,” “we,” “us” or “our” in this Annual Report are to Noble, together with its consolidated subsidiaries, when referring to periods following the Effective Date, and to Legacy Noble, together with its consolidated subsidiaries, when referring to periods prior to the Effective Date.
Finco was an indirect, wholly-owned subsidiary of Legacy Noble prior to the Effective Date and has been a Cayman Islands company (“Noble-Cayman”).direct, wholly-owned subsidiary of Noble since the Effective Date. Noble’s principal asset is all of the shares of Finco. Finco has no public equity outstanding. The consolidated financial statements of Noble include the accounts of Finco, and Noble conducts substantially all of its business through Finco and its subsidiaries. As such, the terms “Predecessor” and “Successor” also refers to Finco, as the context requires.
36

Forward-Looking Statements
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report or in the documents incorporated by reference, including those regarding the effect, impact potential durationof our emergence from bankruptcy on our business and other implications ofrelationships, our plan to list our equity on a national securities exchange, the global novel strain of coronavirus (“COVID-19”) pandemic and the dispute overagreements regarding production levels among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producing nations (“OPEC+(together with OPEC, “OPEC+”), such as Saudi Arabia and Russia, and any expectations we may have with respect thereto, and those regarding rig demand, peak oil, the offshore drilling market, oil prices, contract backlog, fleet status, our future financial position, business strategy (including our business strategy post-emergence from bankruptcy), impairments, repayment of debt, credit ratings, liquidity, borrowings under our 2017 Credit Facility (as defined herein)any credit facilities or other instruments, sources of funds, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of the Paragon Offshore litigation or any other dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, reactivation, refurbishment, conversion and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, timing, benefits or results of acquisitions or dispositions (including the benefits of the Merger (as defined below), and our plans, objectives, expectations and intentions related to the Merger), and timing for compliance with any new regulations are forward-looking statements. When used in this report or in the documents incorporated by reference, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should”“should,” “shall,” “will,” “would” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors, including but not limited to risks and uncertainties relating to our emergence from bankruptcy (including but not limited to our ability to improve our operating structure, financial results and profitability and to maintain relationships with suppliers, customers, employees and other third parties following emergence from bankruptcy), the Merger (including the risk that the Merger disrupts the parties’ current plans and operations as a result of the consummation of the transactions contemplated by the Merger Agreement, the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, costs related to the Merger, changes in applicable laws or regulations, the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors and the ability of the combined company to improve its operating structure, financial results and profitability and to maintain relationships with suppliers, customers, employees and other third parties), the effects of public health threats, pandemics and epidemics, such as the recentongoing outbreak of COVID-19, and the adverse impact thereof on our business, financial condition and results of operations (including but not limited to our growth, operating costs, supply chain, availability of labor, logistical capabilities, customer demand for our services and industry demand generally, our liquidity, the price of our securities and trading markets with respect thereto, our ability to access capital markets, and the global economy and financial markets generally), the effects of actions by or disputes among OPEC+ members with respect to production levels or other matters related to the price of oil, market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazards and delays, risks associated with operations outside the US, actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations (including as a result of the change in the US presidential administration), compliance with or changes in regulatory requirements, violations of anti-corruption laws, shipyard risk and timing, delays in mobilization of rigs, hurricanes and other weather conditions, and the future price of oil and gas, that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019,2020, in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and in our other filings with the US Securities and Exchange Commission (“SEC”). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at our website. 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. Based on guidance from the SEC, we may use the investor relations section of our website to communicate with our investors. It is possible that the financial and other information (including fleet status reports) posted there could be deemed to be material information. Except to the extent explicitly stated herein, documents and information on our website are not incorporated by reference herein.

37

Executive Overview
We provide contract drilling services to the international oil and gas industry with our global fleet of mobile offshore drilling units.As of the filing date of this Quarterly Report on Form 10-Q, with the addition of five floaters from our acquisition of Pacific Drilling Company LLC, our fleet of 24 drilling rigs consisted of 12 floaters and 12 jackups strategically deployed worldwide in both ultra-deepwater and shallow water locations. We typically employ each drilling unit under an individual contract, and many contracts are awarded based upon a competitive bidding process.
We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist primarily of large, integrated, independent and government-owned or controlled oil and gas companies throughout the world.

Recent Events

Impact of COVID-19 on Our Business
In December 2019, COVID-19 emerged in Wuhan, Hubei Province, China and rapidly spread globally. Emergence from Chapter 11. On January 30, 2020, the World Health OrganizationFebruary 5, 2021 (the “WHO”) declared COVID-19 to be a public health emergency of international concern. In response, the Company, which supports essential infrastructure in the energy industry, activated an internal response team pursuant to its crisis management and business continuity plan to monitor and, to the extent practicable, coordinate the mitigation of the possible adverse impact to our operations and results of operations caused by the potential effects of the COVID-19 pandemic, including but not limited to public health threats, quarantine of personnel, the inability or unwillingness of personnel to access our offices or rigs, travel restrictions, operational problems or reduction in the demand for drilling services. Through the internal response team, we developed and implemented a COVID-19-specific supplement to its crisis management and business continuity plan in advance of the March 11, 2020 declaration by the WHO elevating the status of the COVID-19 outbreak to a pandemic.
In consideration of the potential negative impact of COVID-19 on our employees, customers, suppliers and the communities in which we operate, as well as human rights concerns that may exist in the areas in which we operate, we have taken, and will continue to take, appropriate steps to monitor, identify and manage risks and prioritize the health, well-being and privacy of our employees. Throughout the pandemic, we have continued operations in support of essential infrastructure in the energy industry while carefully ensuring worker safety and have maintained our offshore rig crews for continued operation of our rigs by implementing mitigating steps, such as extending crew schedules to offset travel delays due to limitations or restrictions, implementing quarantine measures in advance of persons boarding our rigs to prevent the spread of COVID-19 on board and enhancing crew health monitoring and response measures to prevent an outbreak on board any of our rigs. We have also continued the business of our shore-side offices and operation of our facilities by implementing mitigating steps, such as equipping and directing most of our office employees to conduct business from home, reviewing our financial controls to ensure the effectiveness of our internal controls environment, reviewing our technology infrastructure controls to offset changes in cyber security-related risks associated with the increased number of employees conducting business from home and implementing staggered rotational schedules for facility employees to reduce the number of persons on site and maximize the physical distance between individuals. In addition, we have increased internal contingency planning, protective measures and employee communications and reinforced our employee wellness programs with all offshore and shore-side employees to mitigate the potential impact on employees both personally and professionally. However, as the duration of the pandemic is unknown, as its severity continues to wax and wane in our communities and around the world and as countries where we operate continue to apply and adjust pandemic-related measures in an effort to control the spread of COVID-19, our operations may be impacted in numerous ways, including affecting the ability of personnel to access our rigs. Additionally, our operations are dependent upon various entities, including our customer’s personnel, other service providers and suppliers, and our business may be adversely impacted to a degree that cannot be predicted at this time if such entities are unable to provide necessary resources. We have been notified by some of these entities that, due to their respective internal challenges directly associated with the pandemic, we could experience near-term delays; however, we cannot predict at this time whether these delays could have a significant adverse effect to our operations.
CARES Act
On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law. The CARES Act makes significant changes to various areas of US federal income tax law by, among other things, allowing a five-year carryback period for 2018, 2019 and 2020 net operating losses (“NOL”“Effective Date”), accelerating the realization of remaining alternative minimum tax credits,Legacy Noble successfully completed its financial restructuring and increasing the interest expense limitation under Section 163(j) for years 2019Legacy Noble and 2020. The Company recognized an income tax benefit of $42.6 million as a result of the application of the CARES Act in its first quarter of 2020 financial statements in accordance with ASC Topic 740, Income Taxes. Such $42.6 million tax benefit is comprised primarily of a current income tax receivable of $151.4 million, which we expect to receive within the next 12 months, partially offset by non-cash deferred tax expense of $107.6 million related to NOL utilization.
Outlook
Liquidity Concerns and Actions to Address Liquidity Needs; Going Concern


The offshore drilling industry experienced a significant expansiondebtor affiliates emerged from the early 2000s to the mid-2010s, during which time the Company constructed or rebuilt each rig in our current fleet and incurred a substantial amount of debt in connection therewith. Since that time, the industry has experienced a significant sustained reduction in oil prices and a substantial increase in offshore rig supply, which have led to an industry-wide supply and demand imbalance and an extremely challenging environment. During such period of supply and demand imbalance, we had to accept contracts with dayrates and terms that were lower than anticipated when these capital projects and the associated debt were incurred. The Company has incurred significant losses since 2016 and significant impairment losses since 2014. The challenging environment experienced through 2019 has been further exacerbated by the COVID-19 pandemic and production level disagreements that developed among OPEC+ members in the beginning of 2020.
The Company entered into 2020 cautiously optimistic with the prospects for the offshore drilling market continuing to improve, supported by improving dayrates and increased offshore spending and activity. We were focused on opportunities to manage liquidity, extend our financial runway, and reduce debt as we sought to navigate the extended market downturn and improve our balance sheet. While the Company still faced meaningful challenges, particularly with respect to liquidity and the aggregate amount of debt, there were various opportunities available to us to address these issues over time. Unfortunately, since then, the combined effects of the global COVID-19 pandemic, the steep decline in the demand for oil and the substantial surplus in the supply of oil have resulted in significantly reduced global economic activity and uncertainty, as discussed below.
The development of COVID-19 into a pandemic, the actions taken to mitigate the spread of COVID-19 by governmental authorities around the world and the risk of infection have altered, and are expected to continue to alter policies of governments and companies and behaviors of customers around the world in ways that we anticipate will have a significant negative effect on oil consumption, such as government-imposed or voluntary social distancing and quarantining, reduced travel, and remote work policies. At the start of the COVID-19 pandemic and related mitigation efforts, disagreements developed within OPEC+, and Saudi Arabia and Russia initiated efforts to aggressively increase oil production, thereby increasing inventory levels even further. The convergence of these events resulted in an unprecedented steep decline in the demand for oil and a substantial surplus in the supply of oil. Although OPEC+ agreed in April 2020 to reduce production, the continued decreased demand for crude oil and historically low oil prices are expected to continue for the foreseeable future. Such challenging conditions had, and are expected to continue to have, a severe impact on our business, operations and financial condition in various respects, including substantially reducing demand for our services. These unprecedented recent events have impacted our current and expected liquidity position in several meaningful ways since December 31, 2019 as set forth below.

Higher than previously anticipated free cash flow deficits over the next twelve months.
Reduced availability under our 2017 Credit Facility, primarily driven by:
◦The impact of the $1.1 billion in impairment losses incurred in the three months ended March 31, 2020 on the borrowing availability as calculated under the Indenture Secured Debt Basket (as defined in the First Amendment to the 2017 Credit Facility (as defined herein)). See “Note 9— Loss on Impairment” to our condensed consolidated financial statements for additional information.
◦The impact of the expected reduction in Adjusted EBITDA (as defined herein) over the next twelve months on the borrowing availability as calculated under the Leverage Covenant (as defined herein).
Increased borrowings under the 2017 Credit Facility primarily due to the early repayment of the Seller Loans (as defined herein) in April 2020.Chapter 11 Cases. As a result, Noble emerged from bankruptcy on the Effective Date with a substantially delevered balance sheet and less than $400.0 million of such early repayment, we avoideddebt. Noble’s capital structure as of the Effective Date includes a default$675.0 million revolving credit facility, of which $150.0 million is drawn as of May 5, 2021, and $216.0 million of our senior secured second lien notes (the “Second Lien Notes”). On the Effective Date, Legacy Noble’s ordinary shares were cancelled and ordinary shares of Noble with a nominal value of $0.00001 per share (“Ordinary Shares”) were issued to Legacy Noble’s former bondholders. Certain former bondholders and former equity holders of Legacy Noble were also issued warrants to purchase shares of the Company. All cash payments made by the Company under the Seller Loans, asPlan on the impairment losses referred to above caused us to exceed the maximum debt to total capitalization ratio set forth in the Seller Loans at March 31, 2020.
Significantly reduced access to sources of new capital.

The impairment losses incurred since the First Amendment to the 2017 Credit Facility have led to a meaningful reduction in Consolidated Net Tangible Assets (“CNTA”) and consequently constrained our ability to access the full commitments under our 2017 Credit Facility. Commitments under our 2017 Credit Facility total $1.3 billion; however, the maximum availability is also currently limited by the Indenture Secured Debt Basket at approximately $1.05 billion. In addition, a certain amount of commitments is required to remain unused to satisfy the Minimum Liquidity Covenant (as defined herein). At April 23, 2020 and after using borrowings under our 2017 Credit Facility to repay the Seller Loans, we had $545.0 million of borrowings outstanding and could borrow up to an additional $297.8 million under our 2017 Credit Facility. Due to the current economic uncertainty and resulting impactEffective Date were funded from cash on drilling activity, we anticipate even greater than previously expected continued losses and negative cash flow over the next twelve months. Unless we are able to access alternative financing in the current market or obtain a waiver from lenders of certain covenants under, or amendment to, our 2017 Credit Facility, we are forecasted to use allhand, proceeds of the availability underRights Offering, and proceeds from the new revolving credit facility. For additional information regarding the Chapter 11 Cases and our 2017 Credit Facility and breach the Minimum Liquidity Covenant by the end of 2020. Seeemergence, see “Note 6— Debt”2— Chapter 11 Emergence” to our condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Fresh Start Accounting. In connection with our emergence from bankruptcy, Noble and Finco qualified for additional information.and applied fresh start accounting on the Effective Date. With the application of fresh start accounting, we allocated the reorganization value to our individual assets and liabilities based on their estimated fair values. The Effective Date fair values of our assets and liabilities differed materially from their recorded values as reflected on the historical balance sheets. The application of fresh start accounting resulted in new reporting entities with no beginning retained earnings or accumulated deficit. Accordingly, our financial statements and notes thereto after the Effective Date are not comparable to our financial statements and notes to prior to that date. To facilitate our discussion and analysis of our financial condition and results of operations herein, we refer to the reorganized company as the “Successor” for periods subsequent to the Effective Date, and “Predecessor” for periods prior to the Effective Date. Furthermore, our presentations herein include a “black line” division to delineate the lack of comparability between the Predecessor and Successor. To facilitate our discussion herein, we have addressed the Successor and Predecessor periods discretely and have provided comparative analysis, to the extent that it is practical, where appropriate.
BasedMerger with Pacific Drilling. On March 25, 2021, Noble entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pacific Drilling Company LLC (“Pacific Drilling”), pursuant to which Noble acquired Pacific Drilling in an all-stock transaction (the “Merger”) on our evaluationApril 15, 2021. Pursuant to the terms and conditions set forth in the Merger Agreement, (a) each membership interest in Pacific Drilling was converted into the right to receive 6.366 Ordinary Shares and (b) each of Pacific Drilling’s warrants outstanding immediately prior to the effective time of the circumstances described above, substantial doubt exists aboutMerger was converted into the right to receive 1.553 Ordinary Shares. As part of the transaction, Pacific Drilling’s equity holders received 16.6 million Ordinary Shares, or approximately 24.9% of the outstanding Ordinary Shares and Penny Warrants (as defined herein) at closing.
The Merger facilitates Noble's reentry into the growing West Africa and Mexico regions, and broadens our abilitycustomer relationships. Noble expects to continuedispose of the Pacific Bora and Pacific Mistral rigs expeditiously. Subsequent to those dispositions, Noble will own and operate a high specification fleet of 24 rigs, with 12 floaters and 12 jackups.
Appointment of new director. On April 19, 2021, the board of directors of Noble, appointed Paul Aronzon to serve as a going concern.


We are actively pursuingdirector. Mr. Aronzon will serve as a varietydirector until the next shareholder vote at the annual general meeting of transactions and cost-cutting measures, including, but not limited to, reductions in corporate discretionary expenditures, potential refinancing transactions by us or our subsidiaries, potential capital exchange transactions, a potential waiver from lenders under, or amendment to, our 2017 Credit Facility, further reductions in capital expenditures and increased focus on operational efficiencies. However, the prospects of successfully obtaining sufficient liquidity to meet near-term debt obligations through these efforts are highly challenging, particularly in the current environment. Consequently, we cannot predict the extent to which any of these measures will be successful, if at all. If we are not successful in achieving these results outside of a court process, there is substantial risk that it may be necessary for us to seek protection from our creditors under Chapter 11shareholders of the US Bankruptcy Code.
In lightCompany in 2022. At the time of his appointment, Mr. Aronzon was named to serve on the Audit and Finance Committees of the foregoing,Board.
38

Market Outlook
The offshore drilling industry remains highly competitive. We believe the unaudited condensed consolidated financial statements included herein were prepared on a going concern basisconvergence of accounting, which contemplatesevents in 2020 and 2021, including the realization of assetsongoing impacts from the COVID-19 pandemic, have lengthened an already challenging and the satisfaction of liabilitiesslow recovery in the normal course of business. The consolidated financial statements do not reflect any adjustmentsour industry. Despite these challenges and demand projections, we believe that might be necessary should we be unable to continue as a going concern

Results and Strategy
Our business strategy focuses on a balanced, high-specification fleet of both floating and jackup rigs and the deployment of our drilling rigs in established and emerging offshore oil and gas basins arounddemand will rebalance and oil and gas will remain a significant portion of the world.world’s energy mix. We emphasize safe operations throughexpect that the employmentreturn to stable oil demand and prices coupled with the continued attrition of qualified, well-trained crewsrigs in the global offshore fleet will bring improved market conditions for our services.
After completing the Merger with Pacific Drilling, Noble has a fleet of 24 rigs, consisting of 12 jackups and strive to manage rig operating costs through the implementation and continuous improvement of innovative systems and processes, including the use of data analytics and predictive maintenance technology.
12 floaters. Our floating and jackup drilling fleet is among the youngest, most moderntechnically advanced, and versatile fleets in the industry.industry and is well positioned to compete as market dynamics improve. Our fleet consists predominatelypredominantly of technologically advanced units, equipped with sophisticated systems and components capable of executingprepared to execute our customers’ increasingly complicated offshore drilling programs safely and with greater efficiency. A total of 17efficiency, contributing to an overall reduction of our drilling rigs have been delivered since 2011 following their construction primarily in quality shipyards located in Koreacarbon footprint. We remain committed to safely and Singapore. The lastefficiently serving the needs of our new rig additions was delivered in July 2016, and no further newbuild rig construction is in process. We retired or sold 13 drilling rigs since late 2014, due in part to advanced service lives, high cost of operation and limited customer appeal. Current market conditions could lead to us stacking or retiring additional rigs.
Although we are prioritizing capital preservation and liquidity based on the challenging market conditions, from time to time we will also continue to evaluate opportunities to enhance our fleet of floating and jackup rigs, particularly focusing on higher specification rigs, to execute the increasingly complex drilling programs required by our customers.
Spin-off of Paragon Offshore plc
On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore plc (“Paragon Offshore”), to the holders of Noble’s ordinary shares. In February 2016, Paragon Offshore sought approval of a pre-negotiated plan of reorganization (the “Prior Plan”) by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code. As part of the Prior Plan, we entered into a settlement agreement with Paragon Offshore (the “Settlement Agreement”). The Prior Plan was rejected by the bankruptcy court in October 2016.
In April 2017, Paragon Offshore filed a revised plan of reorganization (the “New Plan”) in its bankruptcy proceeding. Under the New Plan, Paragon Offshore no longer needed the Mexican tax bonding that Noble-UK was required to provide under the Settlement Agreement. Consequently, Paragon Offshore abandoned the Settlement Agreement as part of the New Plan, and the Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principle with both its secured and unsecured creditors to revise the New Plan to create and fund a litigation trust to pursue litigation against us. On June 7, 2017, the revised New Plan was approved by the bankruptcy court, and Paragon Offshore emerged from bankruptcy on July 18, 2017.
On December 15, 2017, the litigation trust filed claims relating to the Spin-off against us and certain of our current and former officers and directors in the Delaware bankruptcy court that heard Paragon Offshore’s bankruptcy, and the litigation trust filed an amended complaint in October 2019. The amended complaint alleges claims of actual and constructive fraudulent conveyance, unjust enrichment and recharacterization of intercompany notes as equity claims against Noble and claims of breach of fiduciary duty and aiding and abetting breach of fiduciary duty against the officer and director defendants. The litigation trust is seeking damages of (i) approximately $1.7 billion from the Company, an amount equal to the amount borrowed by Paragon Offshore immediately prior to the Spin-off, (ii) an additional approximately $935 million relating to the transfer of intercompany receivables and notes from a Paragon subsidiary to a Noble subsidiary prior to the Spin-off (bringing the total claimed damages to approximately $2.6 billion), and (iii) unspecified amounts in respect of the claims against the officer and director defendants, all of whom have indemnification agreements with us. A trial date has been set for September 2020.


We believe that Paragon Offshore, at the time of the Spin-off, was properly funded, solvent and had appropriate liquidity and that the claims brought by the litigation trust are without merit. However, the Company continually assesses potential outcomes, including the probability of the parties ultimately resolving the matter through settlement in light of various factors, including given the complex factual issues involved, the uncertainty and risk inherent in this type of litigation, the time commitment and distraction of our organization, the potential effect of the ongoing litigation and uncertainty on our business, and the substantial expense incurred in litigating the claims. As such, the Company’s current estimated loss related to final disposition of this matter is$100.0 million, which the Company recorded as a general and administrative expense for the year ended December 31, 2019 and is reflected as a current liability as of March 31, 2020. As pre-trial matters progress, the Company’s estimated loss could change from time to time, and any such change individually or in the aggregate could be material.
There is inherent risk and substantial expense in litigation, and the amount of damages that the plaintiff is seeking is substantial. If any of the litigation trust’s claims are successful, or if we elect to settle any claims (in part to reduce or eliminate the ongoing cost of defending the litigation and eliminate any risk of a larger judgment against us), any damages or other amounts we would be required to or agree to pay in excess of the amount we recognized at March 31, 2020, could have a material adverse effect on our business, financial condition and results of operations, including impeding our ability to meet ongoing financial obligations or to continue as a going concern. Given the risks and considerations discussed above, we cannot predict with any degree of certainty what the outcome of the litigation may be. Furthermore, as discussed below, we cannot predict the amount of insurance coverage, if any, that we may have if we were to settle or be found liable in the litigation.
We have directors’ and officers’ indemnification coverage for the officers and directors who have been sued by the litigation trust. The insurers have accepted coverage for the director and officer claims and we are continuing to discuss with them the scope of their reimbursement of litigation expenses. In addition, at the time of the Spin-off, we had entity coverage, or “Side C” coverage, which was meant to cover certain litigation claims up to the coverage limit of $150.0 million, including litigation expenses. We have made a claim for coverage of the litigation trust’s claims against Noble under such entity insurance. The insurers have rejected coverage for these claims. However, we intend to pursue coverage should the litigation be concluded adversely to us or should we settle the litigation. We cannot predict the amount of claims and expenses we may incur, pay or settle in the Paragon Offshore litigation that such insurance will cover, if any.
Prior to the completion of the Spin-off, Noble-UK and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the Spin-off (the “Separation Agreements”), including a Master Separation Agreement (the “MSA”) and a Tax Sharing Agreement (the “TSA”).
As part of its final bankruptcy plan, Paragon Offshore rejected the Separation Agreements. Accordingly, the indemnity obligations that Paragon Offshore potentially would have owed us under the Separation Agreements have now terminated, including indemnities arising under the MSA and the TSA in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the Spin-off. Likewise, any potential indemnity obligations that we would have owed Paragon Offshore under the Separation Agreements, including those under the MSA and the TSA in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon Offshore-retained entities, are now also extinguished. In the absence of the Separation Agreements, liabilities relating to the respective parties will be borne by the owner of the legal entity or asset at issue and neither party will look to an allocation based on the historic relationship of an entity or asset to one of the party’s business, as had been the case under the Separation Agreements.
The rejection and ultimate termination of the indemnity and related obligations under the Separation Agreements resulted in a number of accounting charges and benefits during the year ended December 31, 2017, and such termination may continue to affect us in the future as liabilities arise for which we would have been indemnified by Paragon Offshore or would have had to indemnify Paragon Offshore. We do not expect that, overall, the rejection of the Separation Agreements by Paragon Offshore will have a material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to which we would have been able to secure indemnification from Paragon Offshore under one or more of the Separation Agreements could have an adverse impact on our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle.
During the three months ended March 31, 2019, we recognized charges of $3.8 million recorded in “Net loss from discontinued operations, net of tax” on our Condensed Consolidated Statement of Operations relating to settlement of Mexico customs audits from rigs included in the Spin-off.
Guarantees of Registered Securities
Noble Holding International Limited (“NHIL”) is a finance subsidiary of Noble-Cayman and has issued the following registered securities: Senior Notes due 2020 (the “2020 Notes”), Senior Notes due 2021 (the “2021 Notes”), Senior Notes due 2022 (the “2022 Notes”), Senior Notes due 2024 (the “2024 Notes”), Senior Notes due 2025 (the “2025 Notes”), Senior Notes due 2040, Senior Notes due 2041, Senior Notes due 2042 and the Senior Notes due 2045 (the “2045 Notes”). Noble-Cayman has fully and unconditionally guaranteed these registered securities and no


other subsidiary of Noble-Cayman guarantees these registered securities. Due to this fact pattern, separate financial information about NHIL and Noble-Cayman will not be disclosed.
customers globally.
Contract Drilling Services Backlog
We maintain a backlog of commitments for contract drilling services. 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 March 31, 2020,2021, in the past we have included in backlog certain letters of intent that we expect to result in binding drilling contracts.
We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period, and forinclude certain assumptions based on the twoterms of certain contractual arrangements, discussed in the notes to the table below. For the four rigs contracted with Royal Dutch Shell plcExxon Mobil Corporation (“Shell”ExxonMobil”) mentioned below, we utilize the idle period and floor ratescurrent market rate, adjusted for a moderate discount rate, as described in footnote (2)(3) to the backlog table below. 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. Backlog herein also has not been adjusted for the non-cash amortization related to favorable customer contract intangibles which were recognized on the Effective Date.
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The table below presents the amount of our contract drilling services backlog as of March 31, 2021, and the percent of available operating days committed for the periods indicated:
Year Ending December 31, (6)
Total
2021 (1)
2022202320242025 - 2027
(In thousands)
Contract Drilling Services Backlog
Floaters (2)(3)
$1,150,452 $360,074 $367,526 $140,659 $71,279 $210,914 
Jackups (4)
392,278 208,125 148,414 35,739 — — 
Total$1,542,730 $568,199 $515,940 $176,398 $71,279 $210,914 
Percent of Available Days Committed (5)
Floaters91 %65 %24 %14 %14 %
Jackups68 %32 %6 %— %— %
Total77 %44 %13 %5 %5 %
    Year Ending December 31,
  Total 
2020 (1)
 2021 2022 2023 2024
  (In thousands)
Contract Drilling Services Backlog            
Floaters (2)(3)
 $1,024,572
 $319,306
 $354,877
 $218,424
 $131,965
 $—
Jackups 499,244
 254,194
 174,965
 70,085
 —
 —
Total (4)
 $1,523,816
 $573,500
 $529,842
 $288,509
 $131,965
 $—
Percent of Available Days Committed (5)
            
Floaters   48% 37% 21% 14% —%
Jackups   55% 35% 15% —% —%
Total   51% 36% 18% 7% —%
(1)(1)Represents a nine-month period beginning April 1, 2021. 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.
Represents a nine-month period beginning April 1, 2020.
(2)
As previously reported, two of our long-term drilling contracts with Shell, the Noble Globetrotter I and Noble Globetrotter II, contain a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to a modest discount, beginning on the fifth-year anniversary of the contract and continuing every six months thereafter. On December 12, 2016, we amended those drilling contracts with Shell. As a result of the amendments, each of the contracts now has a contractual dayrate floor. The contract amendments for the Noble Globetrotter I and Noble Globetrotter II provide a dayrate floor of $275,000 per day. Once the dayrate adjustment mechanism becomes effective and following any idle periods, the dayrate for these rigs will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism. The impact to contract backlog from these amendments has been reflected in the table above and the backlog calculation assumes that, after any idle period at the contractual stacking rate, each rig will work at its respective dayrate floor for the remaining contract term.
(3)
As previously announced, Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with Exxon Mobil Corporation (“ExxonMobil”) in February 2020. Concurrent with signing the CEA, ExxonMobil awarded three and a half years of term to be added at the conclusion of the Noble Tom Madden’s current contract commitment (three years) and the Noble Bob Douglas’s current contract commitment (six months). In addition, a one-year primary term contract was awarded to the Noble Sam Croft, which will be added to the CEA. Under the CEA, dayrates earned by each rig will be updated at least twice per year to the prevailing market rate, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. The aforementioned additional backlog was estimated using an illustrative dayrate of $185,000 and discount, net of performance bonus, of 5%.
Subsequent(2)Two of our long-term drilling contracts with Royal Dutch Shell plc (“Shell”), the Noble Globetrotter I and Noble Globetrotter II, contain a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to March 31, 2020,a modest discount, beginning on the one-year primaryfifth-year anniversary of the contract and continuing every six months thereafter. On December 12, 2016, we amended those drilling contracts with Shell. As a result of the amendments, each of the contracts now has a contractual dayrate floor of $275,000 per day. Once the dayrate adjustment mechanism becomes effective and following any idle periods, the dayrate for these rigs will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism. The impact to contract backlog from these amendments has been reflected in the table above and the backlog calculation assumes that, after any idle period at the contractual stacking rate, each rig will work at its respective dayrate floor for the remaining contract term.
(3)Noble entered into a multi-year Commercial Enabling Agreement (the “CEA”) with ExxonMobil in February 2020. Under the CEA, dayrates earned by each rig will be updated at least twice per year to the prevailing market rate, subject to a scale-based discount and a performance bonus that appropriately aligns the interests of Noble and ExxonMobil. Under the CEA, the table above includes awarded and remaining term contract forof seven years related to the Noble Tom Madden, two years to each of the Noble Bob Douglas and Noble Don Taylor and eight months to the Noble Sam Croft. Under the CEA, ExxonMobil may reassign term among rigs. The aforementioned additional backlog included in the table above was transferredestimated using the current market rate, adjusted for a moderate discount rate.
(4)In April 2020, we received notice from Saudi Arabian Oil Company (“Saudi Aramco”) to suspend operations on the Noble Don Taylor Scott Marks for a period of up to 12 months. Beginning in early May 2020, we idled the Noble Scott Marks at a rate of $0 per day. The impact to contract backlog has been reflected in the table above and the adjustment to the timingbacklog calculation assumes that, upon completion of the backlog is not reflected above.suspension period, the rig will resume operations at the contracted dayrate for the remaining contract term.

(5)Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period.

(4)(6)This table does not include $125.4 million of backlog associated with assets acquired in the Merger.
Some of our drilling contracts provide customers with certain early termination rights and, in limited cases, those termination rights require minimal or no notice and minimal financial penalties.
(5)
Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period.
The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods presented in the table above due to various factors, including, but not limited to, the impact of the COVID-19 pandemic and related mitigation efforts on the demand for oil, current oversupply of oil, shipyard and maintenance projects, unplanned downtime, the operation of market benchmarks for dayrate resets, achievement of bonuses, weather conditions, reduced standby or mobilization rates and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise early termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – Our current backlog of contract drilling revenue may not be ultimately realized” in our Annual Report on Form 10-K for the year ended December 31, 2019.2020.
As of March 31, 2020,2021, ExxonMobil, Shell ExxonMobil and Saudi Arabian Oil CompanyAramco represented approximately 37.849.4 percent, 29.524.3 percent and 23.813.8 percent of our backlog, respectively.
40

Strategy and Results of Operations

For the Three Months Ended March 31, 2020Our business strategy focuses on a high-specification fleet of both floating and 2019
Net loss from continuing operations attributable to Noble-UK for the three months ended March 31, 2020 was $1.1 billion, or $4.25 per diluted share, on operating revenues of $281.3 million, compared to net loss from continuing operations for the three months ended March 31, 2019 of $67.1 million, or $0.27 per diluted share, on operating revenues of $282.9 million.
As a result of Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman,jackup rigs and the reasons for material changesdeployment of our drilling rigs in established and emerging offshore oil and gas basins around the world. We emphasize safe operations, environmental stewardship, and superior performance through a structured management system, the employment of qualified and well-trained crews, the care of our surroundings and the neighboring communities where we operate, and other activities advancing our environmental sustainability, social responsibility, and good governance. 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.
Our floating and jackup drilling fleet is among the youngest, most modern and versatile in the amount of revenue and expense items between March 31, 2020 and March 31, 2019, would be the same as the information presented below regarding Noble-UK in all material respects,industry, with the exceptionmajority of operating loss. Duringour rigs having been delivered since 2011. Our fleet consists predominately of technologically advanced units, equipped with sophisticated systems and components prepared to execute our customers’ increasingly complicated offshore drilling programs safely and with greater efficiency, contributing to an overall reduction of our carbon footprint. We do not have any newbuild rigs under construction and we have also retired, sold or otherwise fully impaired 18 drilling rigs since late 2014, due in part to advanced service lives, high cost of operation and limited customer appeal. Current market conditions could lead to us stacking or retiring additional rigs.
We continue to prioritize capital preservation and liquidity in light of the three months ended March 31, 2020challenging market conditions. However, we will also continue to evaluate opportunities to enhance our fleet of floating and 2019, Noble-Cayman’s operating losses were $12.0 million and $10.1 million lower, respectively, than thatjackup rigs, particularly focusing on higher specification rigs, to meet the demands of Noble-UK. The operating loss difference is primarily a result of expenses related to ongoing litigation, administration and other costs directly attributable to Noble-UK for operations support and stewardship-related services.increasingly complex drilling programs required by our customers.


Key Operating Metrics
Operating results for our contract drilling services segment are dependent on three primary metrics: operating days, dayrates and operating costs. We also track rig utilization, which is a function of operating days and the number of rigs in our fleet. For more information on operating costs, see “—Contract Drilling Services” below.
The COVID-19 pandemic and related mitigation efforts, coupled with production level disagreements among OPEC+ members and increased production by Saudi Arabia and Russia, have had, and are expected to continue to have, a material negative impact on our business and results of operation. See “Outlook.” These conditions had significant adverse consequences for the financial condition of our customers, and uncertainty about the financial viability of offshore projects, resulting in contract terminations and customers seeking to re-negotiate contracts to secure price reductions. Our ability to timely collect receivables from customers may also be adversely affected. In addition, we are under pressure to reduce dayrates on existing contracts and idle or suspend existing operations, and market dayrates for new contracts will be lower compared to the end of 2019. Additionally, restrictions on travel have resulted in delays in moving personnel, materials and equipment of our own and of our customers and suppliers, to and from our drilling rigs, which increases rig downtime and may result in decreases in or loss of dayrates. The occurrence of any such events with respect to our customers, contracts or suppliers will reduce our contract backlog, average dayrates and rig utilization. The extent of such impact will depend on future developments, which we cannot predict at this time.
The following table presents the average rig utilization, operating days and average dayrates for our rig fleet for the periods indicated:
Average Rig Utilization (1)
Operating Days (2)
Average Dayrates (2)
SuccessorPredecessorSuccessorPredecessorSuccessorPredecessor
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020		Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020		Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Jackups53 %58 %94 %342 252 1,082 $83,472 $95,212 $131,253 
Floaters83 %86 %58 %314 216 637 205,242 231,745 196,759 
Total64 %68 %77 %656 468 1,719 $141,752 $158,228 $155,526 
(1)We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.
(2)An operating day is defined as a calendar day during which a rig operated under a drilling contract. We define average dayrates as revenue from contract drilling services earned per operating day. Average dayrates have not been adjusted for the non-cash amortization related to favorable customer contract intangibles.
Results for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020
Net loss for the for the period from February 6 through March 31, 2021 was $18.2 million or $0.36 per diluted share, on operating revenues of $92.4 million. Net income for the period from January 1 through February 5, 2021 was $250.2 million, or $0.98 per diluted share, on operating revenues of $77.5 million, compared to net loss for the three months ended March 31, 2020 of $1.1 billion, or $4.25 per diluted share, on operating revenues of $281.3 million.
41

  
Average Rig Utilization (1)
 
Operating Days (2)
 Average Dayrates
  Three Months Ended March 31, Three Months Ended March 31,   Three Months Ended March 31,  
  2020 2019 2020 2019 % Change 2020 2019 % Change
Jackups 94% 93% 1,082
 923
 17 % $131,253
 $127,150
 3 %
Floaters 58% 60% 637
 647
 (2)% 196,759
 236,715
 (17)%
Total 77% 76% 1,719
 1,570
 9 % $155,526
 $172,305
 (10)%
(1)
We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.
(2)
Information reflects the number of days that our rigs were operating under contract.


As a result of Noble conducting substantially all of its business through Finco and its subsidiaries, the financial position and results of operations for Finco, and the reasons for material changes in the amount of revenue and expense items for the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and three months ended March 31, 2020, would be the same as the information presented below regarding Noble in all material respects, with the exception of operating income (loss). For the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and three months ended March 31, 2020, Finco’s operating loss was $5.6 million lower, operating income was $0.3 million higher and operating loss was $12.0 million lower, respectively, than that of Noble. The operating income (loss) difference is primarily a result of expenses related to corporate legal costs, administration, and chapter 11 bankruptcy charges directly attributable to Noble for operations support and stewardship-related services.
Contract Drilling Services
The following table presents the operating results for our contract drilling services segment for the periods indicated (dollars in thousands):
SuccessorPredecessor
Period From February 6, 2021 through
March 31, 2021		Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Operating revenues:
Contract drilling services$84,629 $74,051 $267,364 
Reimbursables and other (1)
7,804 3,430 13,947 
92,433 77,481 281,311 
Operating costs and expenses:
Contract drilling services79,981 46,965 161,145 
Reimbursables (1)
7,044 2,737 11,684 
Depreciation and amortization14,244 20,622 101,108 
General and administrative9,548 5,727 17,839 
Loss on impairments— — 1,119,517 
110,817 76,051 1,411,293 
Operating loss$(18,384)$1,430 $(1,129,982)
  Three Months Ended March 31, Change
  2020 2019 $ %
Operating revenues:        
Contract drilling services $267,364
 $270,501
 $(3,137) (1)%
Reimbursables and other (1)
 13,947
 12,387
 1,560
 13 %
  281,311
 282,888
 (1,577) (1)%
Operating costs and expenses:        
Contract drilling services 161,145
 171,728
 (10,583) (6)%
Reimbursables (1)
 11,684
 9,395
 2,289
 24 %
Depreciation and amortization 101,108
 106,086
 (4,978) (5)%
General and administrative 17,839
 15,999
 1,840
 12 %
Loss on impairments 1,119,517
 —
 1,119,517
 **
  1,411,293
 303,208
 1,108,085
 365 %
Operating income (loss) $(1,129,982) $(20,320) $(1,109,662) 5,461 %
(1)
(1)We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
**    Not a meaningful percentage.
Operating Revenues. RevenuesThe $3.1 million decrease in.
During the period from February 6 through March 31, 2021, contract drilling services revenues totaled $56.0 million for our floaters and $28.6 million for our jackups. Six of our seven floaters were contracted and operated the majority of the period and nine of our 12 jackups were contracted of which eight operated the entire period. One contracted rig, the Noble Scott Marks, did not operate the entire period as a result of the work suspension which began in May 2020; the suspension is expected to end with the rig returning to operations in May 2021. The other contracted rigs not operating the full period included the Noble Lloyd Noble, which completed its contract in late February 2021 and subsequently moved to the shipyard to prepare for its upcoming work in Norway, and the Noble Roger Lewis, which completed regulatory shipyard maintenance during the period. This was offset by the Noble Sam Turner commencing a new contract in early March 2021. Additionally, contract drilling revenue for the period included: (i) a reduction of $8.5 million of related to the non-cash amortization related to customer contract intangibles which were recognized on the Effective Date and (ii) lower amortizations for mobilization, pre-contract and capital recovery revenues.
During the period from January 1 through February 5, 2021, contract drilling services revenues totaled $50.1 million for our floaters and $24.0 million for our jackups. All six contracted floaters and seven of our eight contracted jackups operated the entire period. This was offset by one contracted jackup not operating the full period, the Noble Scott Marks, which was on suspension, as previously described.
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During the three months ended March 31, 2020 as compared tocontract drilling services revenues totaled $125.3 million for our floaters with seven of our 12 floaters contracted and operating the sameentire period and $142.1 million for our jackups with all 12 rigs contracted and operating a majority the period.
Operating Costs and Expenses.
During the period from February 6 through March 31, 2021, contract drilling services costs totaled $80.0 million. Reduced operating costs in the period was a result of 2019 was composed of a $6.5 million decrease fromrigs stacked during the entire period including the Noble Clyde Boudreaux, Noble Houston Colbert, Noble Hans Deul and Noble Tom Prosser. The period also included lower dayrates partially offset by a $3.4 million increase due to an increased number of operating days. The revenue decrease was due to a $27.8 million decrease in floater fleet revenues offset by a $24.7 million increase in jackup fleet revenues.amortizations for mobilization and pre-contract costs and lower insurance costs.
The $27.8 million revenue decreaseDuring the period from January 1 through February 5, 2021, contract drilling services costs totaled $47.0 million. Reduced operating costs in our floater fleet forthe period was a result of rigs stacked during the entire period including the Noble Clyde Boudreaux, Noble Houston Colbert, Noble Hans Deul and Noble Tom Prosser.
During the three months ended March 31, 2020, is attributablecontract drilling services costs totaled $161.1 million. Elevated operating costs for this period was a result of 19 rigs contracted and operating a majority of the quarter. In addition, this quarter included costs related to a $15.4 million decline due to reductions in dayratesrigs that were operating or stacked and a $12.4 million decrease attributable to fewer operating daysultimately retired and sold in the current period. The net reduction in dayrates was primarily due to a $32.0 million decrease as the legacy contract for the Noble Don Taylor and the legacy assignment for the Noble Globetrotter I were completed in early 2019, partially offset by approximately $16.7 million increase attributable to new higher rate contracts,second half of 2020 including utilization of the Company-owned managed pressure drilling system. These revenue decreases due to changes in dayrates were further deepened by fewer operating days on the Noble Bully III as it completed its contract in late 2019. This decrease was partially offset by additional operating days related to the return to service of the, Noble Sam CroftBully II, Noble Danny Adkins, following its reactivation nearNoble Jim Day, Noble Joe Beall and Noble Paul Romano.
Depreciation and amortization totaled $14.2 million, $20.6 million and $101.1 million during the end of the three months endedperiod from February 6 through March 31, 2019.
The $24.7 million revenue increase in our jackup fleet for2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020, is attributable primarily to a $22.5 million increaserespectively. The decline in revenuesdepreciation and amortization over these periods were due to the Noble Tom Prosser returning to serviceimpairments of assets recognized during 2020 and the Noble Joe Knight and the Noble Johnny Whitstine being placed into service for the first time subsequent to the first quarterfair value remeasurement of 2019. Additionally,our rigs as a $9.0 million net increase in revenues was associated primarily with higher dayrates on various rigs. These increases were partially offset by a $6.8 million decrease due to fewer operating days, mainly due to the Noble Joe Beall being retired in the first quarter of 2020 as well as fewer operating days for the Noble Regina Allen as the rig prepared for its contract, which commenced in February 2020.
Operating Costs and Expenses. Contract drilling services costs decreased $10.6 million for the three months ended March 31, 2020 as compared to the same period of 2019. The primary cost decreases were due to: (i) an $11.7 million decrease due to lower repair and maintenance activity and fuel expense across our active fleet in 2020 compared to 2019, (ii) the Noble Sam Croft and Noble Tom Prosser having higher costs in preparation of new contracts that commenced towards the endresult of the first quarterimplementation of 2019 when compared to 2020, resulting in a decrease of $3.4 million. These decreases were partially offset by a $5.2 million increase in expenses due tofresh start accounting on the Noble Johnny Whitstine and the Noble Joe Knight commencing operations after the first quarter in April 2019 and September 2019, respectively.
Depreciation and amortization decreased $5.0 million for the three months ended March 31, 2020 as compared to the same period of 2019. The decline was primarily due to the effect of rig impairments recorded during both the third and fourth quarters of 2019. 


Effective Date.
Loss on Impairments. We recorded no loss on impairments during the period from February 6 through March 31, 2021 or the period from January 1 through February 5, 2021. We recorded a loss on impairment of $1.1 billion for the three months ended March 31, 2020. We evaluate our property and equipment for impairment whenever there are changes in facts that suggest the value of the asset is not recoverable. Based upon our impairment analysis, we impaired the carrying value to estimated fair value for the Noble Bully I, Noble Bully II, Noble Danny Adkins, Noble Jim Day and certain capital spare equipment. For additional information, see “Note 9—10— Loss on Impairment”Impairment” to our condensed consolidated financial statements. There were no impairments recorded during the three months ended March 31, 2019.
Other Income and Expenses
General and Administrative Expenses. General and administrative expenses increased $1.8totaled $9.5 million, $5.7 million and $17.8 million during the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020, respectively. Both the Predecessor and Successor periods in 2021 include reduced legal and professional fees not otherwise classified in Reorganization items, net.
Reorganization Items, Net. Noble incurred a net gain of $252.1 million for reorganization items during the period from January 1 through February 5, 2021. Finco incurred a net gain of $195.4 million for reorganization items during the period from January 1 through February 5, 2021. The gain was primarily the result of gains on the settlement of Liabilities subject to compromise exceeding other net reorganization charges and net charges related to fresh start accounting. No reorganization charges or income were recorded during the three months ended March 31, 2020 as compared 2020. For additional information, see “Note 2— Chapter 11 Emergence” to the same period of 2019, primarily as a result of an increase in legal and consulting fees, partially offset by a decrease in employee-related costs.our condensed consolidated financial statements.
Interest Expense. Interest expense increased $0.6totaled $6.9 million, $0.2 million and $70.9 million during the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020, as compared to the samerespectively. The Predecessor period of 2019. This increase was primarily due to various borrowings under our 2017 Credit Facility and the absence of capitalized interest2021 included reduced expenses due to the Noble Johnny Whitstine and the Noble Joe Knight being placed into service in mid to late 2019. This increase was offset by the retirementBankruptcy Court order of a portionstay on all interest expense during the pendency of various tranchesthe Chapter 11 Cases. The Successor period of 2021 includes interest expense on our senior notes as a result of tender offers and open market repurchases in 2019,newly issued Second Lien Notes as well as the retirement ofdrawings on our 2015Revolving Credit Facility in December 2019.Facility. For additional information, see “Note 6—2— Chapter 11 Emergence” and “Note 7— Debt” to our condensed consolidated financial statements.
Income Tax Benefit. Provision.Our We recorded an income tax benefit increased by $145.9of $7.0 million, forincome tax expense of $3.4 million and income tax benefit $143.0 million during the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020, as comparedrespectively. During the period from February 6, 2021 to March 31, 2021, our tax provision included tax benefits of $10.1 million related to US and non-US reserve releases. During the same period ended on February 5, 2021, our income tax provision included a tax benefit of 2019. Excluding$1.7 million related to non-US reserve release and tax expense of $2.5 million related to fresh start and reorganization adjustments. During the three months ended on March 31, 2020, our tax benefit included the tax effect from the gain and loss on debt extinguishmentimpact of $6.6 million for the same period of 2019, and the tax effect from asset impairment of $95.6 million, the tax impact of the application of the CARES Act of $42.6 million and a non-US reserve release due to statute expiration of $4.6 million for the current period, our income tax benefit decreased by $3.5 million. This decrease is primarily a result of the geographic mix of income and sources of revenue during the current period.
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Liquidity and Capital Resources

COVID-19 and Market Conditions
The COVID-19 pandemic and related mitigation efforts, coupled with production level disagreements among OPEC+ members, have had, and are expected to continue to have, a material negative impact on our business and results of operation. See “Outlook”. Such conditions had, and are expected to continue to have, a substantially adverse impact on our ability to generate cash flows from operations, access capital markets on acceptable terms or at all and our future ability to borrow under our 2017 Credit Facility. In addition, the effects of such global events have negatively impacted our liquidity and required us to review our allocation or sources of capital, implement cost reduction measures and change our financial strategy.
CARES Act
On March 27, 2020, the President of the United States signed the CARES Act into law. The CARES Act makes significant changes to various areas of US federal income tax law by, among other things, allowing a five-year carryback period for 2018, 2019 and 2020 net operating losses, accelerating the realization of remaining alternative minimum tax credits, and increasing the interest expense limitation under Section 163(j) for years 2019 and 2020. The Company recognized an income tax benefit of $42.6 million asAs a result of the financial restructuring through the Chapter 11 Cases, Noble emerged with a new $675.0 million revolving credit facility and $216.0 million of Second Lien Notes. At emergence, Legacy Noble’s ordinary shares were cancelled and Ordinary Shares were issued to Legacy Noble’s former bondholders. Certain former bondholders and former equity holders of Legacy Noble were also issued warrants to purchase shares of the Company.
Post-emergence Debt
Senior Secured Revolving Credit Facility
On the Effective Date, Finco and Noble International Finance Company (“NIFCO”) entered into the Revolving Credit Agreement providing for the $675.0 million Revolving Credit Facility and canceled all debt that existed immediately prior to the Effective Date. The Revolving Credit Facility matures on July 31, 2025. Subject to the satisfaction of certain conditions, Finco may from time to time designate one or more of Finco’s other wholly-owned subsidiaries as additional borrowers under the Revolving Credit Agreement (collectively with Finco and NIFCO, the “Borrowers”). As of the Effective Date, $177.5 million of loans were outstanding, and $8.8 million of letters of credit were issued, under the Revolving Credit Facility.
All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations are unconditionally guaranteed, on a joint and several basis, by Finco and certain of its direct and indirect subsidiaries (collectively with the Borrowers, the “Credit Parties”), including a guarantee by each Borrower of the obligations of each other Borrower under the Revolving Credit Agreement. All such obligations, including the guarantees of the Revolving Credit Facility, are secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, including all of the rigs owned by the Company as of the Effective Date or acquired thereafter and certain assets related thereto, in each case, subject to certain exceptions and limitations described in the Revolving Credit Agreement.
The loans outstanding under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin plus, at Finco’s option, either: (i) the reserve-adjusted LIBOR or (ii) a base rate, determined as the greatest of (x) the prime loan rate as published in the Wall Street Journal, (y) the federal funds effective rate plus 1⁄2 of 1%, and (z) the reserve-adjusted one-month LIBOR plus 1%. The applicable margin is initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and will be increased by 50 basis points after July 31, 2024, and may be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement.
The Borrowers are required to pay a quarterly commitment fee to each lender under the Revolving Credit Agreement, which accrues at a rate per annum equal to 0.50% on the average daily unused portion of such lender’s commitments under the Revolving Credit Facility. The Borrowers are also required to pay customary letter of credit and fronting fees.
Borrowings under the Revolving Credit Agreement may be used for working capital and other general corporate purposes. Availability of borrowings under the Revolving Credit Agreement is subject to the satisfaction of certain conditions, including restrictions on borrowings if, after giving effect to any such borrowings and the application of the CARES Actproceeds thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) would exceed $100.0 million, (ii) the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00 and the aggregate principal amount outstanding under the Revolving Credit Facility would exceed $610.0 million, or (iii) the Asset Coverage Ratio (as described below) would be less than 2.00 to 1.00.
Mandatory prepayments and, under certain circumstances, commitment reductions are required under the Revolving Credit Facility in connection with (i) certain asset sales, asset swaps and events of loss (subject to reinvestment rights if no event of default exists) and (ii) certain debt issuances. Available Cash in excess of $150.0 million is also required to be applied periodically to prepay loans (without a commitment reduction). The loans under the Revolving Credit Facility may be voluntarily prepaid, and the commitments thereunder voluntarily terminated or reduced, by the Borrowers at any time without premium or penalty, other than customary breakage costs.
The Revolving Credit Agreement obligates Finco and its firstrestricted subsidiaries to comply with the following financial maintenance covenants:
•as of the last day of each fiscal quarter of 2020 financial statements in accordance with ASC Topic 740, Income Taxes. Such $42.6 million tax benefit2021, Adjusted EBITDA (as defined in the Revolving Credit Agreement) is comprised primarily of a current income tax receivable of $151.4 million, which we expectnot permitted to receive within the next 12 months, partially offset by non-cash deferred tax expense of $107.6 million related to NOL utilization.
Overview
Net cash used in operating activities was $0.8be lower than (i) $70.0 million for the three months endedfour fiscal quarter period ending March 31, 2020 as compared to $40.82021, (ii) $40.0 million for the three months ended March 31, 2019. The decrease in net cash used in operating activities in the currentfour fiscal quarter period was primarily attributable to recognizing a net loss in the current period. We had negative working capital of $38.3 million at March 31, 2020ending June 30, 2021 and $94.8 million at December 31, 2019.
Net cash used in investing activities for the three months ended March 31, 2020 was $36.5 million as compared to $88.9(iii) $25.0 million for the three months endedfour fiscal quarter periods ending on each of September 30, 2021 and December 31, 2021;
44

•as of the last day of each fiscal quarter ending on or after March 31, 2019. The variance primarily relates2022, the ratio of Adjusted EBITDA to the purchase of the Noble Joe Knight andthe preparation of the Noble Johnny Whitstine to commence operations for its contractCash Interest Expense (as defined in the three months endedRevolving Credit Agreement) is not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or after March 31, 2019.2022 until June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and

Net cash provided by financing activities •for each fiscal quarter ending on or after June 30, 2021, the three months ended March 31, 2020 was $108.6 million and net cash used in financing activities was $57.9 million for the three months ended March 31, 2019. The variance primarily relates to higher borrowingsratio of $110.0 million(x) Asset Coverage Aggregate Rig Value (as defined in the current period as comparedRevolving Credit Agreement) to net repayments of $50.0 million in(y) the three months ended March 31, 2019.
In March 2019, we completed cash tender offers for the 2020 Notes, the 2021 Notes, the 2022 Notes and the 2024 Notes. Pursuant to such tender offers, we purchased $440.9 million aggregate principal amount of these senior notesloans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) as of the last day of any such fiscal quarter is not permitted to be less than 2.00 to 1.00.
The Revolving Credit Facility contains affirmative and negative covenants, representations and warranties and events of default that the Company considers customary for $400.0facilities of this type.
Second Lien Notes Indenture
On the Effective Date, pursuant to the Backstop Commitment Agreement and in accordance with the Plan, Noble and Finco consummated the Rights Offering of Second Lien Notes and associated Ordinary Shares at an aggregate subscription price of $200.0 million.
An aggregate principal amount of $216.0 million of Second Lien Notes was issued in the Rights Offering, which includes the aggregate subscription price of $200.0 million plus accrued interest, using borrowingsa backstop fee of $16.0 million which was paid in kind. The Second Lien Notes mature on February 15, 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the 2015Revolving Credit Facility. The Second Lien Notes and such guarantees are secured by senior priority liens on the assets subject to liens securing the Revolving Credit Facility, including the equity interests in Finco and each guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations.
Interest on the Second Lien Notes accrues, at Finco’s option, at a rate of: (i) 11% per annum, payable in cash; (ii) 13% per annum, with 50% of such interest to be payable in cash and 50% of such interest to be payable by issuing additional Second Lien Notes (“PIK Notes”); or (iii) 15% per annum, with the entirety of such interest to be payable by issuing PIK Notes. Finco shall pay interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. For the period ended March 31, 2021, we assumed we will make the next interest payment by issuing PIK notes.
On or after February 15, 2024, Finco may redeem all or part of the Second Lien Notes at fixed redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Finco may also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2025 at a redemption price equal to 106% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a “make-whole” premium. Notwithstanding the foregoing, if a Change of Control (as defined herein)in the Second Lien Notes Indenture) occurs prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco may elect to purchase all remaining outstanding Second Lien Notes at a redemption price equal to 106% of the principal amount, plus accrued and cash on hand.unpaid interest, if any, to, but excluding, the applicable redemption date.
The Second Lien Notes contain covenants and events of default that the Company considers customary for notes of this type.
Sources and Uses of Cash Overview
Our principal sources of capital in the current period were cash generated from operating activities and funding from our 2017Revolving Credit Facility.Facility and Second Lien Notes. Cash on hand during the current period was primarily used for the following:
•normal recurring operating expenses;
•fees and expenses related to the Chapter 11 Cases; and
•capital expenditures.

Net cash provided by operating activities was $18.2 million during the period from February 6 through March 31, 2021 and net cash used in operating activities was $45.4 million for the period from January 1 through February 5, 2021 and $0.8 million for the three months ended March 31, 2020. The Successor period benefited from a cash flow inflow from operating assets and liabilities, while the Predecessor had a cash outflow from operating assets and liabilities. We had working capital of $151.6 million at March 31, 2021 and $383.9 million at December 31, 2020.
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Net cash used in investing activities during the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and the three months ended March 31, 2020 were $15.1 million, $14.4 million and $36.5 million, respectively. The Predecessor and Successor periods include shipyard work on the Noble Lloyd Noble and the managed pressure drilling upgrade on the Noble Don Taylor and Noble Tom Madden.
Net cash provided by financing activities was zero during the period from February 6 through March 31, 2021, net cash used in financing activities was $191.2 million during the period from January 1 through February 5, 2021 and net cash provided by financing activities was $108.6 million for the three months ended March 31, 2020. The Predecessor period included the repayment of the 2017 Credit Facility, issuances of the Second Lien Notes and borrowings on the Revolving Credit Facility.
Our currently anticipated cash flow needs, both in the short-term and long-term, may include the following:
•normal recurring operating expenses;
•planned and discretionary capital expenditures; and
•repayments of debt and interest.
There is substantial uncertainty as to whether we will be ableWe currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, borrowings under our 2017Revolving Credit FacilityFacility. Subject to market conditions and potential issuances ofother factors, we may also issue equity or long-term debt. To adequately cover our expecteddebt securities to fund these cash flow needs we may require capital in excess of the amount available from these sources, and we may seek additional sources of liquidity and/or delay or cancel certain discretionary capital expenditures orfor other payments as necessary. However, there is substantial risk that additional financing sources will not be available to us, or not available on reasonable terms, which would further materially adversely affect our financial condition, results of operations, growth and future prospects.purposes.
Capital Expenditures
Capital expenditures totaled $22.9 million, $10.3 million and $25.1 million during the period from February 6 through March 31, 2021, the period from January 1 through February 5, 2021 and $136.8 million for the three months ended March 31, 2020, and 2019, respectively.
Capital expenditures during the first three months of 2020period from February 6 through March 31, 2021 consisted of the following:
•$12.09.5 million for sustaining capital;
•$5.112.9 million in major projects, including subsea and other related projects;
•$0.2 million for capitalized interest; and
•$0.3 million for rebillable capital and contract modifications.
Capital expenditures during the period from January 1 through February 5, 2021 consisted of the following:
•$1.5 million for sustaining capital;
•$2.1 million in major projects, including subsea and other related projects; and
•$8.06.7 million for rebillable capital and contract modifications.
WithIncluding the effects of the recent market events, we have revisedMerger, our total capital expenditure estimate for 2020, which2021 is now expected to range between $165.0$180 million and $175.0$200 million, of which we anticipate between $50approximately $100 million to $60$110 million willis currently anticipated to be reimbursed byspent for sustaining capital, and approximately $20 million is anticipated to be rebillable to our customers.
From time to time we consider possible projects that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, while liquidity and preservation of capital remains our top priority, we will continue to evaluate acquisitions of drilling units from time to time. Other factors that could cause actual capital expenditures to materially exceed plan include delays and cost overruns in shipyards (including costs attributable to labor shortages), shortages of equipment, latent damage or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions, changes in governmental regulations and requirements, possible refurbishment and reactivation of rigs and changes in design criteria or specifications during repair or construction.
Share Capital
TheAs of March 31, 2021, Noble had approximately 43.5 million shares outstanding as compared to approximately 251.1 million shares outstanding and trading at December 31, 2020.
At Legacy Noble’s 2020 Annual General Meeting, Legacy Noble’s shareholders authorized its Board of Directors to increase share capital through the issuance of up to approximately 8.7 million ordinary shares (at then current nominal value of $0.01 per share). Other than shares issued to Legacy Noble’s directors under the Noble Corporation 2017 Director Omnibus Plan, the authority was not used to allot shares during the year ended December 31, 2020 and expired on the Effective Date.
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In accordance with the Plan, all agreements, instruments and other documents evidencing, relating to or otherwise connected with any of Legacy Noble’s equity interests outstanding prior to the Effective Date, including all equity-based awards, were cancelled and all such equity interests have no further force or effect after the Effective Date. Pursuant to the Plan, the holders of Legacy Noble’s ordinary shares, par value $0.01 per share, outstanding prior to the Effective Date received their pro rata share of the Tranche 3 Warrants to acquire Ordinary Shares. Pursuant to the Memorandum of Association of Noble Corporation, the share capital of Noble is $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as the Board may determine from time to time.
Noble has not paid dividends since the third quarter of 2016. With respect to Legacy Noble, the declaration and payment of dividends requirerequired the authorization of the Board of Directors of Noble-UK,Legacy Noble, provided that such dividends on issued share capital may be paid only out of Noble-UK’sLegacy Noble’s “distributable reserves” on its statutory balance sheet in accordance with UK law. Therefore, Noble-UK isLegacy Noble was not permitted to pay dividends out of share capital, which includes share premium. Noble has not paid dividends since the third quarter of 2016. 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 current Board of Directors; however, at this time, we do not expect to pay any dividends in the foreseeable future.
At
Guarantees of Registered Securities
Finco has issued the following registered securities: the Second Lien Notes due 2028. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are Credit Parties under the Revolving Credit Facility (the “Guarantors”). The guarantees are unconditional, irrevocable, joint and several senior obligations of each Guarantor and rank equally in right of payment with all future senior indebtedness of such Guarantor and effectively senior to all of such Guarantor’s unsecured senior indebtedness.
The Notes and such guarantees are secured by second priority liens on the collateral securing the obligations under the Revolving Credit Facility, including, among other things, (i) a pledge of the equity interests in Finco, (ii) pledges of the equity interests in the Guarantors and (iii) a lien on substantially all of the assets of Finco and the Guarantors (including the equity interests in substantially all of the other direct subsidiaries of Finco and the Guarantors), in each case, subject to certain exceptions and limitations (collectively, the “Collateral”). The Collateral also includes mortgages on certain rigs owned by the Company as of the Effective Date.
Note Guarantees
The guarantees by the Guarantors are unconditional, irrevocable, joint and several senior obligations of each Guarantor and rank equally in right of payment with all future senior indebtedness of such Guarantor and effectively senior to all of such Guarantor’s unsecured senior indebtedness. The guarantees rank senior in right of payment to any existing and future subordinated obligations of such Guarantor and are effectively junior to any obligations of such Guarantor that are secured by senior liens on the Collateral or secured by assets which do not constitute Collateral. Under the indenture governing the Notes, a Guarantor may be released and relieved of its obligations under its guarantee under certain circumstances, including: (1) upon Finco’s exercise of legal defeasance in accordance with the relevant provisions of the indenture governing the Notes, (2) in the event of any sale or other disposition of all of the capital stock of any Guarantor in compliance with the provisions of the indenture governing the Notes, (3) upon the dissolution or liquidation of a Guarantor, (3) with the requisite consent of the noteholders, (4) if such Guarantor is properly designated as an unrestricted subsidiary in accordance with the indenture governing the Notes, (5) upon the release or discharge of the Guarantor’s obligations under its guarantee or (6) with respect to certain future immaterial guarantors, upon a written notice from Finco to the trustee for the Notes.
Finco is a holding company with no significant operations or material assets other than the direct and indirect equity interests it holds in the Guarantors and other non-guarantor subsidiaries. Finco conducts its operations primarily through its subsidiaries. As a result, its ability to pay principal and interest on the Notes is dependent on the cash flow generated by its subsidiaries and their ability to make such cash available to Finco by dividend or otherwise. The Guarantors’ earnings will depend on their financial and operating performance, which will be affected by general economic, industry, financial, competitive, operating, legislative, regulatory and other factors beyond Finco’s control. Any payments of dividends, distributions, loans or advances to Finco by the Guarantors could also be subject to restrictions on dividends under applicable local law in the jurisdictions in which the Guarantors operate. In the event that Finco does not receive distributions from the Guarantors, or to the extent that the earnings from, or other available assets of, the Guarantors are insufficient, Finco may be unable to make payments on the Notes.
47

Pledged Securities of Affiliates
Pursuant to the terms of the Notes collateral documents, the collateral agent under the indenture governing the Notes may pursue remedies, or pursue foreclosure proceedings on the Collateral (including the equity of the Guarantors and other direct subsidiaries of Finco and the Guarantors), following an event of default under the indenture governing the Notes. The collateral agent’s ability to exercise such remedies is limited by the intercreditor agreement for so long as any priority lien debt is outstanding.
The pledged equity of the Guarantors constitutes substantially all of the securities of our 2019 Annual General Meeting, shareholders authorized our Board of Directorsaffiliates which have been pledged to increase share capital throughsecure the issuance of up to approximately 83.1 million ordinary shares (at current nominalobligations under the Notes. The value of $0.01 per share). the pledged equity is subject to fluctuations based on factors that include, among other things, general economic conditions and the ability to realize on the collateral as part of a going concern and in an orderly fashion to available and willing buyers and not under distressed circumstances. There is no trading market for the pledged equity interests.
Under the terms of the documents governing the Notes (the “Notes Documents”), Finco and the Guarantors will be entitled to the release of the Collateral from the liens securing the Notes under one or more circumstances, including (1) to the extent required by or pursuant to the terms of the Notes Documents; (2) to the extent that proceeds continue to constitute Collateral, in the event that Collateral is sold, transferred, disbursed or otherwise disposed of to third parties; or (3) as otherwise provided in the Notes Documents, including the release of the priority lien on such Collateral. Upon the release of any subsidiary from its guarantee, if any, in accordance with the terms of the indenture governing the Notes, the lien on any pledged equity interests issued by such Guarantor and on any assets of such Guarantor will automatically terminate.
Guarantor Summarized Financial Information
The authoritysummarized financial information below reflect the combined accounts of the Guarantors and the non-consolidated accounts of Finco (collectively, the “Obligors”), for the dates and periods indicated. The financial information is presented on a combined basis and intercompany balances and transactions between entities in the Obligor group have been eliminated.
Summarized Balance Sheet Information:
SuccessorPredecessor
March 31, 2021December 31, 2020
Current assets$254,142 $461,587 
Amounts due from non-guarantor subsidiaries, current5,316,574 5,552,158 
Noncurrent assets1,279,943 3,590,865 
Amounts due from non-guarantor subsidiaries, noncurrent1,051,849 1,045,237 
Current liabilities152,536 159,601 
Amounts due from non-guarantor subsidiaries, current4,954,038 5,532,634 
Noncurrent liabilities456,054 120,033 
Amounts due from non-guarantor subsidiaries, noncurrent164,860 480,460 

48

Summarized Statement of Operations Information:
Successor (1)
Predecessor
ObligorsObligors
Period From February 6, 2021 through March 31, 2021Period From January 1, 2021 through February 5, 2021Three Months Ended
March 31, 2020
Operating revenues$83,948 $70,584 $258,944 
Operating costs and expenses87,662 63,255 863,051 
Loss from continuing operations before income taxes(14,691)(2,303,528)(620,531)
Net loss(16,326)(2,318,932)(623,952)
(1)Includes operating revenue of $2.1 million, operating costs and expenses of $(2.8) million and other expense of $4.3 million attributable to allot shares will expire attransactions with non-guarantor subsidiaries for the endperiod from February 6, 2021 through March 31, 2021; Includes operating revenue of our 2020 Annual General Meeting unless we seek an extension$3.8 million, operating costs and expenses of $(1.1) million and other expense of $(1.2) million attributable to transactions with non-guarantor subsidiaries for the period from shareholders at that time. Other than shares issuedJanuary 1, 2021 through February 5, 2021; Includes operating revenue of $26.0 million, operating costs and expenses of $6.5 million and other expense of $12.9 million attributable to our directors under our Noble Corporation plc 2017 Director Omnibus Plan, the authority was not used to allot shares during thetransactions with non-guarantor subsidiaries for three months ended March 31, 2020.

Share Repurchases
Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. We currently do not have shareholder authority to repurchase shares. During the three months ended March 31, 2020, we did not repurchase any of our shares.
Credit Facilities
2017 Credit Facility
On December 21, 2017, Noble Cayman Limited, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman; Noble International Finance Company, a Cayman Islands company and a wholly-owned indirect subsidiary of Noble-Cayman; and Noble Holding UK Limited, a company incorporated under the laws of England and Wales and a wholly-owned direct subsidiary of Noble-UK (“NHUK”), as parent guarantor, entered into a new senior unsecured credit agreement (as amended, the “2017 Credit Facility”). In July 2019, we executed an amendment to our 2017 Credit Facility (the “First Amendment to the 2017 Credit Facility”), which, among other things, reduced the maximum aggregate amount of commitments thereunder from $1.5 billion to $1.3 billion. As a result of such reduction in the maximum aggregate amount of commitments, we recognized a net loss of approximately $0.7 million in the year ended December 31, 2019. Borrowings under the 2017 Credit Facility are subject to certain conditions precedent to advance loans. The First Amendment to the 2017 Credit Facility added a requirement that any amounts drawn under the 2017 Credit Facility plus any undrawn amounts needed to cause us to be in compliance with the $300.0 million Liquidity (as defined in the First Amendment to the 2017 Credit Facility) covenant (the “Minimum Liquidity Covenant”) not exceed the amount of the Indenture Secured Debt Basket at the time of each borrowing. The maximum aggregate amount of commitments under the 2017 Credit Facility on March 31, 2020 was $1.3 billion with approximately $397.8 million available to borrow. As described below, in April 2020, in relation to the pay down of our indebtedness under the Seller Loans, we borrowed $100.0 million under the 2017 Credit Facility. The First Amendment to the 2017 Credit Facility also replaced the debt to capitalization ratio financial covenant with a Senior Guaranteed Indebtedness to Adjusted EBITDA (each as defined in the First Amendment to the 2017 Credit Facility) ratio financial covenant, as described below.
The 2017 Credit Facility will mature in January 2023. Borrowings may be used for working capital and other general corporate purposes. The 2017 Credit Facility provides for a letter of credit sub-facility currently in the amount of $15.0 million, with the ability to increase such amount up to $500.0 million with the approval of the lenders. Borrowings under the 2017 Credit Facility bear interest at LIBOR plus an applicable margin, which is currently the maximum contractual rate of 4.25%. At March 31, 2020, we had $445.0 million of borrowings outstanding under the 2017 Credit Facility.
At March 31, 2020, we had $5.5 million of letters of credit issued under the 2017 Credit Facility and an additional $11.7 million in letters of credit and surety bonds issued under unsecured bilateral arrangements.
Our 2017 Credit Facility has provisions that vary the applicable interest rates for borrowings based upon our debt ratings. We also pay a commitment fee under the 2017 Credit Facility on the daily unused amount of the underlying commitments, which varies depending on our credit ratings. At March 31, 2020, the interest rates in effect under our 2017 Credit Facility were the highest permitted interest rates under that agreement.
In July 2017, the UK’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR as a benchmark by the end of 2021. At the present time, the 2017 Credit Facility has a term that extends beyond 2021, and borrowings thereunder bear interest at LIBOR plus an applicable margin. The 2017 Credit Facility provides for a mechanism to amend the facility to reflect the establishment of an alternate rate of interest upon the occurrence of certain events related to the phase-out of LIBOR. However, we have not yet pursued any technical amendment or other contractual alternative to address this matter. We are currently evaluating the potential impact of the eventual replacement of the LIBOR interest rate.
2015 Credit Facility
Effective January 2018, in connection with entering into the 2017 Credit Facility, we amended our $300.0 million senior unsecured credit facility that would have matured in January 2020 and was guaranteed by our indirect, wholly-owned subsidiaries, Noble Holding (U.S.) LLC and NHIL (as amended, the “2015 Credit Facility”). On December 20, 2019, we repaid $300.0 million of outstanding borrowings and terminated the 2015 Credit Facility.
Seller Loans
2019 Seller Loan
In February 2019, we purchased the Noble Joe Knight for $83.8 million with a $53.6 million seller-financed secured loan (the “2019 Seller Loan”). The 2019 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2019 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate

paid-in-kind over the four-year term of the 2019 Seller Loan. Based on the terms of the 2019 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term.
2018 Seller Loan
In September 2018, we purchased the Noble Johnny Whitstine for $93.8 million with a $60.0 million seller-financed secured loan (the “2018 Seller Loan” and, together with the 2019 Seller Loan, the “Seller Loans”). The 2018 Seller Loan had a term of four years and required a 5% principal payment at the end of the third year with the remaining 95% of the principal due at the end of the term. The 2018 Seller Loan bore a cash interest rate of 4.25% and the equivalent of a 1.25% interest rate paid-in-kind over the four-year term of the 2018 Seller Loan. Based on the terms of the 2018 Seller Loan, the 1.25% paid-in-kind interest rate was accelerated into the first year, resulting in an overall first year interest rate of 8.91%, of which only 4.25% was payable in cash. Thereafter, the paid-in-kind interest ended and the cash interest rate of 4.25% was payable for the remainder of the term.
Both of the Seller Loans were guaranteed by Noble-Cayman and each was secured by a mortgage on the applicable rig and by the pledge of the shares of the applicable single-purpose entity that owned the relevant rig. Each Seller Loan contained a debt to total capitalization ratio requirement that such ratio not exceed 0.55 at the end of each fiscal quarter, a $300.0 million minimum liquidity financial covenant and an asset and revenue covenant substantially similar to our Senior Notes due 2026 (the “2026 Notes”), as well as other covenants and provisions customarily found in secured transactions, including a cross default provision. Each Seller Loan required immediate repayment on the occurrence of certain events, including the termination of the drilling contract associated with the relevant rig or circumstances in connection with a material adverse effect.
Upon completion of our financial statements for the quarter ended March 31, 2020, we would have exceeded the debt to total capitalization ratio requirement under the Seller Loans. In April 2020, the Company agreed with the lender under the Seller Loans to pay off 85% of the outstanding principal amount of the Seller Loans in exchange for a discount to the outstanding loan balance. On April 20, 2020, the Company made a payment of $48.1 million under the 2019 Seller Loan and $53.6 million under the 2018 Seller Loan, and, upon the lender’s receipt of such payment, the remaining principal balance under each Seller Loan was reduced to $1.00, interest ceased accruing, and the financial covenants set forth in the agreements relating to the Seller Loans ceased to apply. As a result of such early repayment, we avoided a default under the Seller Loans, and the discount was agreed to prior to any default. As long as certain events specified in the related deed of release do not occur within the 90-day period following the payment date, then the Seller Loans will be terminated, and all security interests will be released. See “Note 15 - Subsequent Events” to our condensed consolidated financial statements for additional information.
Senior Notes Interest Rate Adjustments
Our 2025 Notes and our 2045 Notes are subject to provisions that vary the applicable interest rates based on our debt rating. Effective April 2018, these senior notes have reached the contractually defined maximum interest rate set for each rating agency and no further interest rate increases are possible. The interest rates on these senior notes may be decreased if our debt ratings were to be raised by either rating agency above specified levels. Our other outstanding senior notes do not contain provisions varying applicable interest rates based upon our credit ratings.
Debt Tender Offers, Repayments and Open Market Repurchases
In March 2019, we completed cash tender offers for the 2020 Notes, the 2021 Notes, the 2022 Notes, and the 2024 Notes. Pursuant to such tender offers, we purchased $440.9 million aggregate principal amount of these senior notes for $400.0 million, plus accrued interest, using cash on hand and borrowings under the 2015 Credit Facility. As a result of this transaction, we recognized a net gain of approximately $31.3 million.
Covenants
At March 31, 2020, the 2017 Credit Facility contained certain financial covenants applicable to NHUK and its subsidiaries, including (i) a covenant that limits our ratio of Senior Guaranteed Indebtedness to Adjusted EBITDA as of the last day of each fiscal quarter, with such ratio not being permitted to exceed 4.0 to 1.0 for the fiscal quarters ending September 30, 2019 through December 31, 2020, 3.5 to 1.0 for the fiscal quarters ending March 31, 2021 through December 31, 2021 and 3.0 to 1.0 for the fiscal quarters ending March 31, 2022 and thereafter (the “Leverage Covenant”), (ii) a minimum Liquidity requirement of $300.0 million (the “Minimum Liquidity Test”), (iii) a covenant that the ratio of the Rig Value (as defined in the 2017 Credit Facility) of Marketed Rigs (as defined in the 2017 Credit Facility) to the sum of commitments under the 2017 Credit Facility plus indebtedness for borrowed money of the borrowers and guarantors, in each case, that directly own Marketed Rigs, is not less than 3:00 to 1:00 at the end of each fiscal quarter and (iv) a covenant that the ratio of (A) the Rig Value of the Closing Date Rigs (as defined in the 2017 Credit Facility) that are directly wholly owned by the borrowers and guarantors to (B) the Rig Value of the Closing Date Rigs owned by NHUK, subsidiaries of NHUK and certain local content affiliates, is not less than 80% at the end of each fiscal quarter (such covenants described in (iii) and (iv) of this paragraph, the “Guarantor Ratio Covenants”). The 2017 Credit Facility also includes restrictions on borrowings

if, after giving effect to any such borrowings and the application of the proceeds thereof, the aggregate amount of Available Cash (as defined in the 2017 Credit Facility) would exceed $200.0 million and a requirement that any amounts drawn under the 2017 Credit Facility plus any undrawn amounts needed to cause us to be in compliance with the Minimum Liquidity Covenant not exceed the amount of the Indenture Secured Debt Basket at the time of each borrowing. The Indenture Secured Debt Basket is fully defined in the credit agreement governing the 2017 Credit Facility but is generally calculated as 15% of CNTA of Noble-Cayman minus other secured debt excluding Permitted Liens such as those connected to the Seller Loans. Commitments under the 2017 Credit Facility total $1.3 billion; however, the maximum availability is currently constrained by the Indenture Secured Debt Basket. In addition, a certain amount of commitments is required to remain unused to satisfy the Minimum Liquidity Covenant. As of March 31, 2020, we had $445.0 million of borrowings and $5.5 million of letters of credit outstanding under the 2017 Credit Facility, and we would have been able to borrow a maximum of an additional approximately $397.8 million thereunder. In April 2020, in relation to the pay down of our indebtedness under the Seller Loans, we borrowed $100.0 million under the 2017 Credit Facility. As a result, as of April 23, 2020, we had $545.0 million of borrowings outstanding under the 2017 Credit Facility, and we would have been able to borrow a maximum of an additional approximately $297.8 million.
NHUK has guaranteed the obligations of the borrowers under the 2017 Credit Facility. In addition, certain indirect subsidiaries of Noble-UK that own rigs are guarantors under the 2017 Credit Facility. Certain other subsidiaries of Noble-UK may be required from time to time to guarantee the obligations of the borrowers under the 2017 Credit Facility in order maintain compliance with the Guarantor Ratio Covenants.
The 2017 Credit Facility contains additional restrictive covenants generally applicable to NHUK and its subsidiaries, including restrictions on the incurrence of liens and indebtedness, mergers and other fundamental changes, restricted payments, repurchases and redemptions of indebtedness with maturities outside of the maturity of the 2017 Credit Facility, sale and leaseback transactions and transactions with affiliates.
The indenture for the 2026 Notes contains certain covenants and restrictions, including, among others, restrictions on our subsidiaries’ ability to incur certain additional indebtedness. Additionally, the subsidiary guarantors must own, directly or indirectly, (i) assets comprising at least 85% of the revenue of Noble-Cayman and its subsidiaries on a consolidated basis and (ii) jackups, semisubmersibles, drillships, submersibles or other mobile offshore drilling units of material importance, the combined book value of which comprises at least 85% of the combined book value of all such assets of Noble-Cayman and its subsidiaries on a consolidated basis, in each case, with respect to the most recently completed fiscal year.
In addition to the covenants from the 2017 Credit Facility and the 2026 Notes described above and the covenants from the Seller Loans described under “—Seller Loans” above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. There are also restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions.
We continually monitor compliance with the covenants under our 2017 Credit Facility and our senior notes. The negative impact on our financial condition of the oversupply of oil, and the substantial decline in demand for oil as a result of COVID-19 and related mitigation steps, raises significant uncertainty as to whether we can remain in compliance throughout 2020. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, would result in the acceleration of all our debt, which would result in substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements as that term is defined in Item 303(a)(4)(ii) of Regulation S-K.
New Accounting Pronouncements
See Part I, Item 1, Financial Statements, “Note 2—4— Accounting Pronouncements,” to the condensed consolidated financial statements for a description of the recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the potential for loss due to aThere has been no significant change in the value of a financial instrument as a result of fluctuations in interest rates, currency exchange rates or equity prices, as further described below.
Interest Rate Risk
We are subjectour exposure to market risk exposure relatedwhen compared to changesthose disclosed in interest rates“Part II - Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on borrowings underForm 10-K for the 2017 Credit Facility. Interest on borrowings under our 2017 Credit Facility is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreements. Borrowings under


the 2017 Credit Facility bear interest at LIBOR plus an applicable margin, which is currently the maximum contractual rate of 4.25%. At March 31, 2020, we had $445.0 million of borrowings outstanding under the 2017 Credit Facility, plus $5.5 million of letters of credit.
Our 2025 Notes and our 2045 Notes are subject to provisions that vary the applicable interest rates based on our debt rating. Effective April 2018, these senior notes have reached the contractually defined maximum interest rate set for each rating agency and no further interest rate increases are possible. The interest rates on these senior notes may be decreased if our debt ratings were to be raised by either rating agency above specified levels. Our other outstanding senior notes do not contain provisions varying applicable interest rates based upon our credit ratings.
We maintain certain debt instruments at a fixed rate whose fair value 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 $968.9 million and $2.2 billion at March 31, 2020 andyear ended December 31, 2019, respectively. The decrease in the fair value of debt relates to changes in market perceptions of our credit risk, partially offset by draws on our 2017 Credit Facility.
Foreign Currency Risk
Although we are a UK company, we define foreign currency as any non-US denominated currency. Our functional currency is the US Dollar. However, outside the United States, a portion of our expenses are incurred in local currencies. Therefore, when the US Dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in US Dollars will increase (decrease).
We are exposed to risks on future cash flows to the extent that local currency expenses exceed revenues denominated in local currency that are other than the functional currency. To help manage this potential risk, we periodically enter into derivative instruments to manage our exposure to fluctuations in currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. These contracts are primarily accounted for as cash flow hedges, with the effective portion of changes in the fair value of the hedge recorded on the Consolidated Balance Sheets and in “Accumulated other comprehensive income (loss)” (“AOCI”). Amounts recorded in AOCI are reclassified into earnings in the same period or periods that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of the hedged item is recorded directly to earnings. 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.
Several of our regional shorebases have a significant amount of their cash operating expenses payable in local currencies. 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. There were no foreign currency forward contracts outstanding or entered into during three months ended March 31, 2020.
Market Risk
We have a US noncontributory defined benefit pension plan that covers certain salaried employees and a US. noncontributory defined benefit pension plan that covers certain hourly employees, whose initial date of employment is prior to August 1, 2004 (collectively referred to as our “qualified US. plans”). These plans are governed by the Noble Drilling Employees’ Retirement Trust. The benefits from these plans are based primarily on years of service and, for the salaried plan, employees’ compensation near retirement. These plans are designed to qualify under the Employee Retirement Income Security Act of 1974 (“ERISA”), and our funding policy is consistent with funding requirements of ERISA and other applicable laws and regulations. We make cash contributions, or utilize credits available to us, for the qualified US plans when required. The benefit amount that can be covered by the qualified US plans is limited under ERISA and the Internal Revenue Code of 1986. 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. We refer to the qualified US plans and the excess benefit plan collectively as the “US plans.”
In addition to the US plans, Noble Drilling (Land Support) Limited, an indirect, wholly-owned subsidiary of Noble-UK, maintains a pension plan that covers all of its salaried, non-union employees, whose most recent date of employment is prior to April 1, 2014 (referred to as our “non-US plan”). Benefits are based on credited service and employees’ compensation, as defined by the non-US plan.
Changes in market asset values related to the pension plans noted above could have a material impact upon our Condensed Consolidated Statements of Comprehensive Income (Loss) and could result in material cash expenditures in future periods.
Item 4. Controls and Procedures
Julie J. Robertson, Chairman,Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble-UK,Noble, and Richard B. Barker, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble-UK,Noble, have evaluated the disclosure controls and procedures of Noble-UKNoble as of the end of the period covered by this report. On the basis of this evaluation, Ms. RobertsonMr. Eifler and Mr. Barker have concluded that Noble-UK’sNoble’s disclosure controls and procedures were effective as of March 31, 2020. Noble-UK’s2021. Noble’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-UKNoble in the reports that it files with or submits to the SEC are recorded,


processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Julie J. Robertson,Robert W. Eifler, President and Chief Executive Officer (Principal Executive Officer) of Noble-Cayman,Finco, and Richard B. Barker, Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer) of Noble-Cayman,Finco, have evaluated the disclosure controls and procedures of Noble-CaymanFinco as of the end of the period covered by this report. On the basis of this evaluation, Ms. RobertsonMr. Eifler and Mr. Barker have concluded that Noble-Cayman’sFinco’s disclosure controls and procedures were effective as of March 31, 2020. Noble-Cayman’s2021. Finco’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-CaymanFinco in the reports that it files with or submits to the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
There were no changes in Noble-UK’sNoble’s internal control over financial reporting that occurred during the quarter ended March 31, 20202021 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Noble-UK.Noble.
There were no changes in Noble-Cayman’sFinco’s internal control over financial reporting that occurred during the quarter ended March 31, 20202021 that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of Noble-Cayman.

Finco.

49

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings is presented in “Note 13—14— Commitments and Contingencies,” to our condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 1A. Risk Factors
There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the risk factors set forth below and the other information presented in this quarterly report,Quarterly Report, you should carefully read and consider “Item 1A. Risk Factors” in Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2019,2020, which contains descriptions of significant risks that might cause our actual results of operations in future periods to differ materially from those currently anticipated or expected; however,expected.
Risks Related to Our Business and Operations
Future sales or the potential effectsavailability for sale of substantial amounts of the recent outbreak of COVID-19 discussed belowOrdinary Shares, or the perception that these sales may occur, could, potentially also impact most of those risks.
The recent outbreak of COVID-19 has had, and will likely continue to have, significant adverse consequences for general economic, financial and business conditions, as well as for our business and financial position andif the business and financial position of our customers and suppliers.
The COVID-19 pandemic and related mitigation efforts have had, andOrdinary Shares are expected to continue to have, a material negative impact on our business and results of operation and disruption to the operations of our business partners, suppliers and customers.
Governmental authorities around the world have taken various actions to mitigate the spread of COVID-19, such as imposing mandatory closures of all non-essential business facilities, seeking voluntary closures of such facilities and imposing restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions. Individuals and entities are implementing measures in response to the governmental actions, as well as changes in personal behaviors, such as companies requiring employees to work remotely, suspending all non-essential travel worldwide for employees, discouraging employee attendance at in-person work-related meetings, and individuals voluntarily social distancing and self-quarantining.
We have taken similar precautionary measures intended to help minimize the risk to our business, employees, customers, suppliers and the communities in which we operate. Our operational employees are currently still able to work on site and on our rigs. However, we have taken various precautionary measures with respect to such operational employees such as requiring them to verify they have not experienced any symptoms consistent with COVID-19, or been in close contact with someone showing such symptoms, before they are permitted to travel to the work site or rig, quarantining any operational employeeslisted on a rig who have shown signs of COVID-19 (regardless of whether such employee has been confirmed to be infected) and imposing social distancing requirements in various areasnational securities exchange, adversely affect the trading price of the rig, such as in the dining hallOrdinary Shares and sleeping quarters. We are also actively assessing and planning for various operational contingencies; however, we cannot guarantee that any actions taken by us, including the precautionary measures noted above, will be effective in preventing an outbreak of COVID-19 on one or more of our rigs. To the extent there is an outbreak of COVID-19 on one or more of our rigs, we may have to temporarily shut down operations thereof, which could result in significant downtime and have significant adverse consequences for our business and results of operations. In addition, most of our non-operational employees are now working remotely, which increases various logistical challenges, inefficiencies and operational risks. For instance, working remotely may increase the risk of security breaches or other cyber-incidents or attacks, loss of data, fraud and other disruptions as a consequence of more employees accessing sensitive and critical information from remote locations.
In complying with travel restrictions and mandatory quarantine measures, we have experienced, and expect to continue to experience, increased difficulties, delays and expenses in moving our personnel in and out of, and to work in, the various jurisdictions that we operate. We may be unable to pass along these increased expenses to our customers. Additionally, disruptions to the ability of our suppliers, manufacturers and service providers to supply parts, equipment or services in the jurisdictions in which we operate, whether as a result of government actions, labor shortages, the inability to source parts or equipment from affected locations or other effects related to COVID-19 or travel restrictions, have increased our operating costs, increased the risk of rig downtime and negatively impactedimpair our ability to meetraise capital through future sales of equity securities.
Pursuant to the Memorandum of Association of Noble Corporation, the share capital of Noble is $6,000 divided into 500,000,000 ordinary shares of a par value of $0.00001 each and 100,000,000 shares of a par value of $0.00001, each of such class or classes having the rights as our commitmentsBoard of Directors may determine from time to customers.time. On April 12, 2021, there were 43,536,636 Ordinary Shares outstanding and 6,463,182 Penny Warrants (as defined herein) issued and outstanding. In addition, as of April 12, 2021, 8,332,910 Tranche 1 Warrants, 8,332,910 Tranche 2 Warrants and 2,777,698 Tranche 3 Warrants (each as defined herein) are outstanding and exercisable. On April 15, 2021, we issued approximately 16.6 million Ordinary Shares to the equity holders of Pacific Drilling in connection with the closing of the Merger. We also have 7,716,049 Ordinary Shares authorized and initially reserved for issuance pursuant to equity awards under the Noble Corporation 2021 Long-Term Incentive Plan.
The global mitigation efforts associatedA large percentage of the Ordinary Shares are held by a relatively small number of investors. We entered into (i) the Equity Registration Rights Agreement (as defined herein) with preventingcertain parties who received Ordinary Shares under the spreadPlan and (ii) the Merger Registration Rights Agreement (as defined herein) with the Merger RRA Holders (as defined herein), in each case pursuant to which we have agreed to file a registration statement with the SEC to facilitate potential future sales of COVID-19 also resultedsuch Ordinary Shares by them. We intend to apply for a listing of the Ordinary Shares on a national securities exchange. However, we can provide no assurance when we will apply for listing of the Ordinary Shares, whether the Ordinary Shares will be approved for listing, whether an active trading market will develop for the Ordinary Shares or as to the liquidity of such trading market for the Ordinary Shares. If the Ordinary Shares are listed on a national securities exchange, sales of a substantial number of the Ordinary Shares in airlines dramatically cutting back on flightsthe public markets, or even the perception that these sales might occur (such as upon the filing of the aforementioned registration statements), could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.
We may issue Ordinary Shares or other securities from time to time as consideration for future acquisitions and has reducedinvestments. If any such acquisition or investment is significant, the number of cars onOrdinary Shares, or the road. Consequently, there hasnumber or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also been a reduction in the demand for oil. In addition, the dispute over production levels among the OPEC+ members in February 2020, and Saudi Arabia’s and Russia’s efforts to aggressively increase production, have rapidly contributed to a substantial surplus in the supply of oil.


These conditions have had significant adverse consequences for the financial condition of many of our customers and resulted in reductions to their drilling and production expenditures and delaysgrant registration rights covering those Ordinary Shares or cancellations of projects, thereby decreasing demand for our services. We have experienced customers seeking price reductions for our services, payment deferrals and termination of our contracts; customers seeking to not perform under our contracts based on a force majeure claim; and customers that are unable to timely pay outstanding receivables owed to us, all of which present liquidity challenges for us. In addition, we are under pressure to reduce dayrates on existing contracts and idle or suspend existing operations, and market dayrates for new contracts will be lower compared to the end of 2019. Any early termination payment madeother securities in connection with an early contract terminationany such acquisitions and investments.
If the Ordinary Shares are listed on a national securities exchange, we cannot predict the effect that future sales of Ordinary Shares will have on the price at which the Ordinary Shares trades or the size of future issuances of Ordinary Shares or the effect, if any, that future issuances will have on the market price of the Ordinary Shares. Sales of substantial amounts of the Ordinary Shares, or the perception that such sales could occur, may, if the Ordinary Shares are listed on a national securities exchange, adversely affect the trading price of the Ordinary Shares.

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Risks Related to the Merger
The integration of Pacific Drilling into the combined company may not fully compensate us forbe as successful as anticipated, and the loss ofcombined company may not achieve the contract. Accordingly,intended benefits or do so within the actual amount of revenues earned may be substantially lower than the backlog reported.intended timeframe.
The impact of these conditionsMerger involves numerous operational, strategic, financial, accounting, legal, tax and other risks, including potential liabilities associated with the acquired business. Difficulties in integrating Pacific Drilling into the combined company may result in the combined company performing differently than expected, in operational challenges or in the delay or failure to realize anticipated expense-related efficiencies, and could have an adverse effect on our financial condition have resulted in credit downgrades to our corporate debt and will further negatively impact our ability to borrow under our 2017 Credit Facility and access capital resources. There is substantial risk that additional financing sources will not be available to us, or not available on reasonable terms, which would further materially adversely affect ourthe financial condition, results of operations growthor cash flows of Noble. Potential difficulties that may be encountered in the integration process include, among other factors:
•    the inability to successfully integrate the businesses of Pacific Drilling into the combined company, operationally and future prospects.culturally, in a manner that permits Noble to achieve the full revenue and cost savings anticipated from the Merger;
•    complexities associated with managing a larger, more complex, integrated business;
•    not realizing anticipated synergies;
•    the inability to retain key employees and otherwise integrate personnel from the two companies and the loss of key employees;
•    potential unknown liabilities and unforeseen expenses associated with the Merger;
•    difficulty or inability to comply with the covenants of the debt of the combined company;
•    integrating relationships with customers, vendors and business partners;
•    performance shortfalls, including operating, safety, or environmental performance at one or both of the companies as a result of the diversion of management’s attention caused by completing the Merger and integrating Pacific Drilling’s operations into the combined company; and
•    the disruption of, or the loss of momentum in, each company’s ongoing business or inconsistencies in standards, controls, procedures and policies.
Additionally, the success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and cost savings from combining Noble’s and Pacific Drilling’s businesses. The factorsanticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that Noble does not currently foresee. Some of the assumptions that Noble has made, such as the achievement of certain synergies, may not be realized.
As noted above, certain shareholders own a substantial percentage of the Ordinary Shares. Certain of such shareholders may also have received additional Ordinary Shares in the Merger. As a result, the risks relating to concentrated ownership of the Ordinary Shares, described above have had,in, “—Risks Related to Our Business and Operations—Future sales or the availability for sale of substantial amounts of the Ordinary Shares, or the perception that these sales may occur, could, if the Ordinary Shares are expected to continue to have,listed on a material negative impact on our business, operationsnational securities exchange, adversely affect the trading price of the Ordinary Shares and financial condition and have raised substantial doubt aboutcould impair our ability to continue asraise capital through future sales of equity securities,” would be increased.
Risks Related to the Second Lien Notes
Noble conducts substantially all of its business through Finco and its subsidiaries, and the indenture governing the Second Lien Notes contains operating and financial restrictions that may restrict Finco’s business and financing activities.
On the Effective Date, and pursuant to the terms of the Plan, Finco issued an aggregate principal amount of $216 million of Second Lien Notes. The Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, on a going concern. Wesenior secured second-priority basis, by the direct and indirect subsidiaries of Finco that are actively pursuing a variety of transactionsCredit Parties under the Revolving Credit Facility. The Second Lien Notes and cost-cutting measures, including, but not limitedsuch guarantees are secured by senior priority liens on the assets subject to reductions in corporate discretionary expenditures, potential refinancing transactions by us or our subsidiaries, potential capital exchange transactions, a potential waiver from lenders under, or amendment to, our 2017liens securing the Revolving Credit Facility, further reductionsincluding the equity interests in capital expendituresFinco and increased focuseach guarantor of the Second Lien Notes, all of the rigs owned by the Company as of the Effective Date or acquired thereafter, certain assets related thereto, and substantially all other assets of Finco and such guarantors, in each case, subject to certain exceptions and limitations. Finco is entitled to pay interest on operational efficiencies. However, the prospects of successfully obtaining sufficient liquidity to meet near-term debt obligations through these efforts are highly challenging, particularlySecond Lien Notes in the current environment. Consequently,form of PIK Notes at its option in lieu of paying cash interest. As a result, we cannot predictassure you that Finco will make cash interest payments on the extentSecond Lien Notes. The payment of interest through PIK Notes will increase the amount of Finco’s indebtedness and increase the risks associated with its level of indebtedness.
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Noble conducts substantially all of its business through Finco and its subsidiaries. The primary restrictive covenants contained in the indenture under which the Second Lien Notes were issued limit Finco’s ability and the ability of certain of its subsidiaries to which anypay dividends or make other distributions or repurchase or redeem its capital stock and certain indebtedness, create liens securing certain indebtedness, incur certain indebtedness, consolidate, merge or transfer all or substantially all of these measures will be successful, if at all. If we are not successful in achieving these results outside of a court process, there is substantial risk that it may be necessary for us to seek protection from our creditors under Chapter 11 of the US Bankruptcy Code. In light of the foregoing, our condensed consolidated financial statements included herein do not reflect the adjustments or reclassificationsits properties and assets, enter into transactions with affiliates and dispose of assets and liabilities that would be necessary if we wereuse proceeds from the dispositions of assets.
Finco’s ability to become unable to continue as a going concern basis.
We may be unable to continue as a going concern.
The convergence of recent unprecedented events, including the global COVID-19 pandemic, the steep decline in the demand for oil and the substantial surplus in the supply of oil, has had, and continues to have, a significantly negative impact on our current and expected liquidity. We have substantial debt obligations, and the negative impact of such events raises significant uncertainty as to whether we can remain in compliancecomply with the covenants under our 2017 Credit Facility and our senior notes. Our borrowing under the 2017 Credit Facility is restricted by the Minimum Liquidity Covenant, which requires that we maintain $300.0 million in Liquidity (as definedrestrictions contained in the First Amendment toindenture governing the 2017 Credit Facility).Second Lien Notes may be affected by events beyond its control. If we fail to access alternative financing in the current market or obtain a waiver from lenders of certainother economic conditions deteriorate, Finco’s ability to comply with these covenants under, or amendment to, our 2017 Credit Facility, we are forecasted to use all of the availability under our 2017 Credit Facility and breach the Minimum Liquidity Covenant by the end of 2020.restrictions may be impaired. A breach of the Minimum Liquidity Covenant would constitute an event of default under the 2017 Credit Facility, which would permit acceleration of the aggregate borrowings under the 2017 Credit Facility, which would result in our inability to continue as a going concern.  In addition, our failure to comply with the covenants, ratios or tests in the indenture governing the Second Lien Notes, if not cured or waived, could have a material adverse effect on Finco’s and our business, financial condition and results of operations. Finco’s existing and future indebtedness may have cross-default and cross-acceleration provisions. Upon the triggering of any such provision, the relevant creditor may:
•    not be required to lend any additional amounts to Finco;
•    elect to declare all borrowings outstanding due to them, together with accrued and unpaid interest and fees, to be due and payable (and, with respect to Finco’s secured indebtedness, foreclose on the collateral securing such indebtedness);
•    elect to require that all obligations accrue interest at the default rate provided therein, if such rate has not already been imposed;
•    have the ability to require Finco to apply all of its available cash to repay such borrowings; and/or
•    prevent Finco from making debt service payments under its other covenants under our 2017 Credit Facility and covenants under our senior notesagreements, any of which could result in an event of default that, if not cured or waived, would result inunder the accelerationSecond Lien Notes.
If any of all our debt, which would result in substantial doubt about our ability to continue as a going concern.
The unaudited condensed consolidated financial statements included herein were prepared on a going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not reflect any adjustments that might be necessary should we be unable to continue as a going concern. Our ability to continue as a going concern is subject to, among other factors, our ability to obtain financing or refinanceFinco’s existing indebtedness our abilitywere to continue our cost-cutting measures, the terms of and dayrates under our contracts, the price and supply of oil, the demand for oil and the demand for our services. However,be accelerated, there iscan be no assurance that a positive changeit would have, or be able to obtain, sufficient funds to repay such indebtedness in any such factor or factors would be sufficient.  In addition, there is substantial risk that additionalfull. Even if new financing sources will not bewere available, to us, or not available on reasonable terms, which would further materially adversely affect our financial condition, results of operations, growth and future prospects.
If we become unable to continue as a going concern, there is substantial risk that it may be necessary for uson terms that are less attractive to seek protection from our creditors under Chapter 11 ofFinco than the US Bankruptcy Code.Revolving Credit Facility or the Second Lien Notes or it may not be on terms that are acceptable to Finco.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. As of the date of this report, no such plan has been approved and during the three months ended March 31, 2020 there were no repurchases by Noble-UK of its shares.


Item 6. Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q.

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Index to Exhibits
Exhibit
Number		Exhibit
Exhibit
Number
2.1		Exhibit
2.1
Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation Limited (filed as Exhibit 2.1 to Noble-Swiss’ Current Report on Form 8-K filed on July 1, 2013 and incorporated herein by reference).
2.2
Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008, among Noble Corporation, a Swiss corporation,-Swiss, Noble Corporation (n/k/a Noble Finance Company), a Cayman Islands company (“Noble-Cayman”Finco”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’sFinco’s Current Report on Form 8-K filed on December 22, 2008 and incorporated herein by reference).
2.3
Amendment No. 1 to Agreement and Plan of Merger, Reorganization and Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-CaymanFinco and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’sFinco’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).
3.12.4
3.22.5†
10.1*3.1
Amended and Restated Memorandum of Association of Noble (filed as Exhibit 3.1 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
3.2
Amended and Restated Articles of Association of Noble (filed as Exhibit 3.2 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
3.3
Memorandum and Articles of Association of Finco, as amended by shareholder resolutions filed as Exhibit 3.2 to Noble’s Amendment No. 1 to the Annual Report on Form 10-K/A for the year ended December 31, 2020 and incorporated herein by reference).
4.1
10.1
10.2*10.2†
Senior Secured Revolving Credit Agreement, dated as of February 5, 2021, by and among Noble Finance Company and Noble International Finance Company, as 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 (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
10.3
Tranche 1 Warrant Agreement, dated as of February 5, 2021, by and between Noble Corporation and Computershare Inc. and Computershare Trust Company, N.A. (filed as Exhibit 10.2 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
53

Exhibit
Number		Exhibit
10.4
10.5
10.6
10.7
10.8
Notes Registration Rights Agreement, dated as of February 5, 2021, by and among Noble Finance Company and the holders party thereto (filed as Exhibit 10.7 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
10.9*
Executive Employment Agreement, dated as of February 5, 2021, by and between Noble Services Company LLC and Robert Eifler (including the Deed of Guaranty of Noble Corporation attached thereto) (filed as Exhibit 10.8 to Noble’s Current Report on Form 8-K filed on February 8, 2021 and incorporated herein by reference).
10.10*
First Amendment to Executive Employment Agreement, dated as of March 11, 2021, by and between Noble Services Company LLC and Robert Eifler (filed as Exhibit 10.2 to Noble’s Current Report on Form 8-K filed on March 11, 2021 and incorporated herein by reference).
10.11*
10.12*
10.13*
10.14
10.15*
10.16*
10.17*
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Exhibit
Number		Exhibit
10.18*
10.19*
10.20*
10.3*10.21*
10.4*
Noble Corporation plc Summary of Directors’ Compensation.
10.5*
Amendment to Noble Corporation plc 2015 Omnibus Incentive Plan.
10.6*
General Release Agreement, dated February 10, 2020, by Scott W. MarksPlan (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on February 12, 2020 and incorporated herein by reference).
10.7*
Transition Agreement, dated as of February 19, 2020, by and among Noble Corporation plc, Noble Drilling Services Inc. and Julie J. Robertson (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on February 21, 2020 and incorporated herein by reference).
10.8*
Separation Agreement, dated as of March 11, 2020, by and among Noble Corporation plc, Noble Drilling Services Inc. and Stephen M. Butz (filed as Exhibit 10.1 to Noble-UK’sNoble’s Current Report on Form 8-K filed on March 16, 202011, 2021 and incorporated herein by reference).
2210.22*
10.23
Form of Voting and Support Agreement, dated as of March 25, 2021, by and among Noble Corporation and each member of Pacific Drilling Company LLC party thereto (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on March 25, 2021 and incorporated herein by reference).
10.24
Registration Rights Agreement, dated as of April 15, 2021, by and among Noble Corporation and the holders party thereto (filed as Exhibit 10.1 to Noble’s Current Report on Form 8-K filed on April 16, 2021 and incorporated herein by reference).
22.1
List of Guarantor Subsidiaries.Subsidiaries and Affiliate Securities Pledged as Collateral (filed as Exhibit 22.1 to Finco’s Registration Statement on Form S-1 (Registration No. 333-255069) and incorporated herein by reference).
31.1
Certification of Julie J. Robertson, Noble-UK,Robert W. Eifler, Noble, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
31.2
Certification of Julie J. Robertson, Noble-Cayman,Robert W. Eifler, Finco, pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).


Exhibit
Number
31.3		Exhibit
31.3
Certification of Richard B. Barker, Noble-UK,Noble, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
31.4
Certification of Richard B. Barker, Noble-Cayman,Finco, pursuant to the US Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
32.1+
Certification of Julie J. Robertson, Noble-UK,Robert W. Eifler, Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Julie J. Robertson, Noble-Cayman,Robert W. Eifler, Finco, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3+
Certification of Richard B. Barker, Noble-UK,Noble, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4+
Certification of Richard B. Barker, Noble-Cayman,Finco, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

55

101.SCHExhibit
Number
Exhibit
101.SCHInline XBRL Taxonomy Extension Schema Document.

101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Management contract or compensatory plan or arrangement.
+
*    Management contract or compensatory plan or arrangement.
†    Certain portions of the exhibit have been omitted. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.
+    Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.

56

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Noble Corporation, plc, a public limitedCayman Islands company incorporated under the laws of England and Wales
 
/s/ Richard B. BarkerMay 7, 20202021
Richard B. Barker

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)
Date
/s/ Laura D. CampbellMay 7, 20202021
Laura D. Campbell

Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer)

Date

Noble CorporationFinance Company, a Cayman Islands company
/s/ Richard B. BarkerMay 7, 20202021
Richard B. Barker

Director, Senior Vice President and Chief Financial Officer

(Principal Financial Officer)
Date
/s/ Laura D. CampbellMay 7, 20202021
Laura D. Campbell

Vice President and Controller

(Principal Accounting Officer)

Date


48
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