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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, 2023
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: 001-41520
Noble Corporation plc
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________________
England and Wales 98-1644664
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification number)
13135 Dairy Ashford, Suite 800, Sugar Land, Texas, 77478
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (281) 276-6100
_____________________________________________________________________________________________________
_______________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
A Ordinary Shares, par value $0.00001 per shareNENew York Stock Exchange
_____________________________________________________________________________________________

Indicate by check mark whether the 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 the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 the 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.
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 the 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 at May 1, 2023: Noble Corporation plc - 138,629,270


TABLE OF CONTENTS
   Page
PART I  
Item 1  
  
  
  
  
  
  
Item 2 
Item 3 
Item 4 
PART II  
Item 1 
Item 1A
Item 2 
Item 6 
  

2

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, 2023December 31, 2022
ASSETS
Current assets
Cash and cash equivalents$186,186 $476,206 
Accounts receivable, net563,055 468,802 
Taxes receivable38,627 34,087 
Prepaid expenses and other current assets 84,310 72,695 
Total current assets872,178 1,051,790 
Intangible assets27,411 34,372 
Property and equipment, at cost4,217,524 4,163,205 
Accumulated depreciation(251,480)(181,904)
Property and equipment, net3,966,044 3,981,301 
Goodwill15,026 26,016 
Other assets191,733 141,385 
Total assets$5,072,392 $5,234,864 
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt$15,000 $159,715 
Accounts payable265,583 290,690 
Accrued payroll and related costs55,837 76,185 
Taxes payable56,294 56,986 
Interest payable4,218 9,509 
Other current liabilities66,045 74,013 
Total current liabilities462,977 667,098 
Long-term debt505,654 513,055 
Deferred income taxes9,430 9,335 
Noncurrent contract liabilities121,194 181,883 
Other liabilities268,830 256,408 
Total liabilities1,368,085 1,627,779 
Commitments and contingencies (Note 13)
Shareholders’ equity
Common stock, $0.00001 par value; 138,623 ordinary shares outstanding as of March 31, 2023; 134,681 ordinary shares outstanding as of December 31, 2022
1 1 
Additional paid-in capital3,348,852 3,347,507 
Retained earnings353,993 255,930 
Accumulated other comprehensive income (loss)1,461 3,647 
Total shareholders’ equity
3,704,307 3,607,085 
Total liabilities and equity$5,072,392 $5,234,864 
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,
20232022
Operating revenues
Contract drilling services$575,290 $195,035 
Reimbursables and other34,764 15,195 
610,054 210,230 
Operating costs and expenses
Contract drilling services361,789 166,083 
Reimbursables26,006 13,478 
Depreciation and amortization69,942 25,605 
General and administrative30,037 17,524 
Merger and integration costs11,631 9,521 
(Gain) loss on sale of operating assets, net
— (4,562)
Hurricane losses and (recoveries), net3,544 17,212 
502,949 244,861 
Operating income (loss)107,105 (34,631)
Other income (expense)
Interest expense, net of amounts capitalized(16,872)(7,680)
Interest income and other, net2,026 450 
Income (loss) before income taxes92,259 (41,861)
Income tax benefit (provision)15,804 5,205 
Net income (loss)$108,063 $(36,656)
Per share data
Basic:
Net income (loss)$0.80 $(0.54)
Diluted:
Net income (loss)$0.74 $(0.54)
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,
20232022
Net income (loss)$108,063 $(36,656)
Other comprehensive income (loss)
Net changes in pension and other postretirement plan assets and benefit obligations recognized in other comprehensive income (loss), net of tax provision (benefit) of $2,436 and zero for the three months ended March 31, 2023 and 2022, respectively.
(2,186)(424)
Other comprehensive income (loss), net(2,186)(424)
Comprehensive income (loss)$105,877 $(37,080)
See accompanying notes to the unaudited condensed consolidated financial statements.
5

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Three Months Ended March 31,
20232022
Cash flows from operating activities
Net income (loss)$108,063 $(36,656)
Adjustments to reconcile net income (loss) to net cash flow from operating activities:
Depreciation and amortization69,942 25,605 
Amortization of intangible assets and contract liabilities, net(53,728)14,099 
(Gain) loss on sale of operating assets, net— (6,767)
Deferred income taxes(27,237)(6,143)
Amortization of share-based compensation9,651 6,795 
Other costs, net1,184 (1,190)
Changes in components of working capital
Change in taxes receivable(4,540)(1,820)
Net changes in other operating assets and liabilities(166,415)(45,736)
Net cash provided by (used in) operating activities(63,080)(51,813)
Cash flows from investing activities
Capital expenditures(62,734)(47,045)
Proceeds from disposal of assets, net— 14,247 
Net cash provided by (used in) investing activities(62,734)(32,798)
Cash flows from financing activities
Repayments of debt(152,215)— 
Warrants exercised 21 118 
Share repurchases(10,000)— 
Taxes withheld on employee stock transactions(8,327)(4,926)
Net cash provided by (used in) financing activities(170,521)(4,808)
Net increase (decrease) in cash, cash equivalents and restricted cash(296,335)(89,419)
Cash, cash equivalents and restricted cash, beginning of period485,707 196,722 
Cash, cash equivalents and restricted cash, end of period $189,372 $107,303 
See accompanying notes to the unaudited condensed consolidated financial statements.

6

NOBLE CORPORATION plc AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(Unaudited)
SharesAdditional
Paid-in
Capital		Retained
Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)Total
Equity
BalancePar Value
Balance at December 31, 202160,172 $1 $1,393,255 $101,982 $5,389 $1,500,627 
Employee related equity activity
Amortization of share-based compensation— — 6,795 — — 6,795 
Issuance of share-based compensation shares365 — — — — — 
Shares withheld for taxes on equity transactions— — (4,926)— — (4,926)
Warrant exercises2,535 — 118 — — 118 
Net income (loss)— — — (36,656)— (36,656)
Other comprehensive income (loss), net— — — — (424)(424)
Balance at March 31, 202263,072 $1 $1,395,242 $65,326 $4,965 $1,465,534 
Balance at December 31, 2022134,681 $1 $3,347,507 $255,930 $3,647 $3,607,085 
Employee related equity activity
Amortization of share-based compensation— — 9,651 — — 9,651 
Issuance of share-based compensation shares440 — — — — — 
Shares withheld for taxes on equity transactions— — (8,327)— — (8,327)
Warrant exercises3,772 — 21 — — 21 
Share repurchases(270)— — (10,000)— (10,000)
Net income (loss)— — — 108,063 — 108,063 
Other comprehensive income (loss), net— — — — (2,186)(2,186)
Balance at March 31, 2023138,623 $1 $3,348,852 $353,993 $1,461 $3,704,307 
See accompanying notes to the unaudited condensed consolidated financial statements.



7
NOBLE CORPORATION plc 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 limited company incorporated under the laws of England and Wales (“Noble”), 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, 2023, our fleet of 32 drilling rigs consisted of 19 floaters and 13 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.
In September 2022, as a result of the Merger (as defined herein), Noble became the successor issuer to Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (“Noble Cayman”), for purposes of and pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 and its consolidated subsidiaries.
The accompanying unaudited condensed consolidated financial statements of Noble 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 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, 2022 Condensed Consolidated Balance Sheet presented herein is derived from the December 31, 2022 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, 2022, filed by Noble. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Note 2— Acquisitions and Divestitures
Business Combination with Maersk Drilling
On September 30, 2022 (the “Merger Effective Date”), pursuant to a Business Combination Agreement, dated November 10, 2021 (as amended, the “Business Combination Agreement”), by and among Noble, Noble Cayman, Noble Newco Sub Limited, a Cayman Islands exempted company and a direct, wholly owned subsidiary of Noble (“Merger Sub”), and The Drilling Company of 1972 A/S, a Danish public limited liability company (“Maersk Drilling”), Noble Cayman merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Noble. As a result of the Merger, Noble became the ultimate parent of Noble Cayman and its respective subsidiaries.
On October 3, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, Noble completed a voluntary tender exchange offer to Maersk Drilling’s shareholders (the “Offer” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and because Noble acquired more than 90% of the issued and outstanding shares of Maersk Drilling, nominal value Danish krone (“DKK”) 10 per share (“Maersk Drilling Shares”), Noble redeemed all remaining Maersk Drilling Shares not exchanged in the Offer for, at the election of the holder, either A ordinary shares, par value $0.00001 per share, of Noble (“Ordinary Shares”) or cash (or, for those holders that did not make an election, only cash), under Danish law by way of a compulsory purchase (the “Compulsory Purchase”), which was completed in early November 2022. Upon completion of the Compulsory Purchase, Maersk Drilling became a wholly owned subsidiary of Noble.
8
NOBLE CORPORATION plc 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 Merger was accounted for as a business combination in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, where Noble is the accounting acquirer. Under the acquisition method of accounting, the assets and liabilities of Maersk Drilling and its subsidiaries were recorded at their respective fair values on the Closing Date. Total consideration for the acquisition was $2.0 billion, which included $5.6 million in net cash paid and $2.0 billion in non-cash consideration, primarily related to Ordinary Shares issued to legacy Maersk shareholders and the replacement of legacy Maersk Drilling restricted stock unit awards. The purchase price allocation is preliminary and subject to change. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Closing Date.
9
NOBLE CORPORATION plc 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)
Determining the fair value of the assets and liabilities of Maersk Drilling requires judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of Maersk Drilling’s offshore drilling units and long term debt. The following table represents the preliminary allocation of the total purchase price of Maersk Drilling to the identifiable assets acquired and the liabilities assumed based on the fair values as of the Closing Date.
Purchase price consideration:
Fair value of Noble shares transferred to legacy Maersk shareholders$1,793,351 
Cash paid to legacy Maersk shareholders887 
Fair value of replacement Maersk Drilling RSU Awards attributable to the purchase price6,780 
Deal Completion Bonus6,177 
Fair Value of Compulsory Purchase193,678 
Total purchase price consideration$2,000,873 
Assets acquired:
Cash and cash equivalents$172,205 
Accounts receivable, net250,251 
Taxes receivable20,603 
Prepaid expenses and other current assets41,068 
Total current assets484,127 
Intangible assets22,991 
Property, plant and equipment, net2,756,096 
Other assets (1)
94,882 
Total assets acquired3,358,096 
Liabilities assumed:
Current maturities of long-term debt129,130 
Accounts payable130,273 
Accrued payroll and related costs21,784 
Taxes payable38,218 
Interest payable800 
Other current liabilities41,253 
Total current liabilities361,458 
Long-term debt596,692 
Deferred income taxes4,071 
Noncurrent contract liabilities237,703 
Other liabilities (1)
172,325 
Total liabilities assumed1,372,249 
Net assets acquired1,985,847 
Goodwill acquired (1)
15,026 
Purchase price consideration$2,000,873 
(1)During the three months ended March 31, 2023, the Company recorded tax adjustments, which resulted in a net increase to deferred tax assets of $25.2 million, a net increase to reserves for uncertain tax positions of $14.2 million, and a decrease of goodwill of $11.0 million. The effect of the changes to the provisional amounts on the current period statement of operations that would have been recognized in previous periods if the adjustment to provisional amounts had been recognized as of the Closing Date was immaterial.

10
NOBLE CORPORATION plc 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 goodwill recognized in the Merger represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. Goodwill recognized is attributable to anticipated synergies expected to arise in connection with the acquisition. All of the goodwill was assigned to our single reporting unit, Contract Drilling Services. The goodwill is not deductible for tax purposes. The Company did not recognize any goodwill impairment during the three months ended March 31, 2023. See “Note 4— Acquisitions and Divestitures” in our Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the Business Combination.
Note 3— Accounting Pronouncements
Accounting Standards Adopted
We do not believe that any recently issued accounting standards would have a material effect on the accompanying condensed consolidated financial statements.
Recently Issued Accounting Standards
There have been no new accounting pronouncements not yet effective that have significance, or potential significance, to our condensed consolidated financial statements.
Note 4— Income (Loss) Per Share
The following table presents the computation of basic and diluted income (loss) per share for Noble:
Three Months Ended March 31,
20232022
Numerator:
Basic
Net income (loss)$108,063 $(36,656)
Diluted
Net income (loss)$108,063 $(36,656)
Denominator:
Weighted average shares outstanding – basic134,751 67,643 
Dilutive effect of share-based awards3,271 — 
Dilutive effect of warrants7,971 — 
Weighted average shares outstanding – diluted145,993 67,643 
Per share data
Basic:
Net income (loss)$0.80 $(0.54)
Diluted:
Net income (loss)$0.74 $(0.54)
Only those items having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share. The following table displays the share-based instruments that have been excluded from diluted income (loss) per share since the effect would have been anti-dilutive:
Three Months Ended March 31,
20232022
Share-based awards— 3,376 
Warrants (1)
2,774 17,366 
(1)Represents the total number of warrants outstanding which did not have a dilutive effect. In periods where the warrants are determined to be dilutive, the number of shares which will be included in the computation of diluted
11
NOBLE CORPORATION plc 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)
shares is determined using the treasury stock method, adjusted for mandatory exercise provisions under the warrant agreements if applicable.
Share Capital
As of March 31, 2023, Noble had approximately 138.6 million Ordinary Shares outstanding as compared to approximately 134.7 million Ordinary Shares outstanding at December 31, 2022. In addition, as of March 31, 2023, 3.6 million Tranche 1 Warrants, 3.6 million Tranche 2 Warrants and 2.8 million Tranche 3 Warrants (each as defined herein) were outstanding and exercisable. We also have 1.3 million Ordinary Shares authorized and reserved for issuance pursuant to equity awards under the Noble Corporation plc 2022 Long-Term Incentive Plan.
The declaration and payment of dividends require the authorization of the Board of Directors of Noble. Such may be paid only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with law. Therefore, Noble is not permitted to pay dividends out of share capital, which includes share premium. 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.
Warrants
On the Merger Effective Date, immediately prior to the effective time of the Merger (the “Merger Effective Time”), we had outstanding 6.2 million Noble Cayman Tranche 1 Warrants, 5.6 million Noble Cayman Tranche 2 Warrants and 2.8 million Noble Cayman Tranche 3 Warrants (together with the Noble Cayman Tranche 1 Warrants and the Noble Cayman Tranche 2 Warrants, the “Noble Cayman Warrants”). At the Merger Effective Time, each Noble Cayman Warrant outstanding immediately prior to the Merger Effective Time was converted automatically into a Warrant to acquire a number of Ordinary Shares equal to the number of Noble Cayman Shares underlying such Noble Cayman Warrant, with the same terms as were in effect immediately prior to the Merger Effective Time under the terms of the applicable Noble Cayman Warrant Agreement.
The Tranche 1 Warrants of Noble (the “Tranche 1 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $19.27 per warrant, the Tranche 2 Warrants of Noble (the “Tranche 2 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $23.13 per warrant and the Tranche 3 Warrants of Noble (the “Tranche 3 Warrants”) are exercisable for one Ordinary Share per warrant at an exercise price of $124.40 per warrant (in each case as may be adjusted from time to time pursuant to the applicable Warrant Agreement). The Tranche 1 Warrants and the Tranche 2 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2028 and the Tranche 3 Warrants are exercisable until 5:00 p.m., Eastern time, on February 4, 2026. The Tranche 1 Warrants and the Tranche 2 Warrants have Black-Scholes protections, including in the event of a Fundamental Transaction (as defined in the applicable warrant agreement). The Tranche 1 Warrants and the Tranche 2 Warrants also provide that while the Mandatory Exercise Condition (as defined in the applicable Warrant Agreement) set forth in the applicable Warrant Agreement has occurred and is continuing, Noble or the Required Mandatory Exercise Warrantholders (as defined in the applicable Warrant Agreement) have the right and option (but not the obligation) to cause all or a portion of the Warrants to be exercised on a cashless basis. In the case of Noble, under the Mandatory Exercise Condition, all of the Tranche 1 Warrants or the Tranche 2 Warrants (as applicable) would be exercised. In the case of the electing Required Mandatory Exercise Warrantholders, under the Mandatory Exercise Condition, all of their respective Tranche 1 Warrants or Tranche 2 Warrants (as applicable) would be exercised. Mandatory exercises entitle the holder of each Warrant subject thereto to (i) the number of Ordinary Shares issuable upon exercise of such Warrant on a cashless basis and (ii) an amount payable in cash, Ordinary Shares or a combination thereof (in Noble’s sole discretion) equal to the Black-Scholes Value (as defined in the applicable Warrant Agreement) with respect to the number of Ordinary Shares withheld upon exercise of such Warrant on a cashless basis. At March 31, 2023, the Mandatory Exercise Condition set forth in the Warrant Agreements for the Tranche 1 Warrants and the Tranche 2 Warrants was satisfied.
Share Repurchases
Under applicable law, the Company is only permitted to purchase its own Ordinary Shares by way of an “off-market purchase” in a plan approved by shareholders. Such may be made only out of Noble’s “distributable reserves” on its statutory balance sheet in accordance with applicable law. As of the date of this report, we have shareholder authority to repurchase up to 15% per annum of the issued share capital of the Company as of the beginning of each fiscal year for a five-year period (subject to an overall aggregate maximum of 20,601,161 Ordinary Shares). During the three months ended March 31, 2023, we repurchased 270,098 of our Ordinary Shares, which were subsequently cancelled.
12
NOBLE CORPORATION plc 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 5— Property and Equipment
Property and equipment, at cost, for Noble consisted of the following:
March 31, 2023December 31, 2022
Drilling equipment and facilities$4,062,384 $3,997,498 
Construction in progress114,284 123,911 
Other40,856 41,796 
Property and equipment, at cost$4,217,524 $4,163,205 
Capital expenditures, including capitalized interest, during the three months ended March 31, 2023 and 2022, totaled $54.9 million and $44.8 million, respectively.
During the first quarter of 2022, we sold the Noble Clyde Boudreaux for total net proceeds of $14.2 million, resulting in a gain of $6.8 million, which was offset by additional costs related to the sale of rigs in Saudi Arabia in 2021.
Note 6— Debt
Senior Secured Revolving Credit Facility
On February 5, 2021, Noble Finance Company (“Finco”) and Noble International Finance Company (“NIFCO”), each indirect wholly-owned subsidiaries of Noble, entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) providing for a $675 million senior secured revolving credit facility (with a $67.5 million sublimit for the issuance of letters of credit thereunder) (the “Revolving Credit Facility”) and cancelled all debt that existed immediately prior to February 5, 2021. The Revolving Credit Facility was set to mature on July 31, 2025. Subject to the satisfaction of certain conditions, Finco could 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 March 31, 2023, we had no loans outstanding and $21.1 million of letters of credit issued under the Revolving Credit Facility.
All obligations of the Borrowers under the Revolving Credit Agreement, certain cash management obligations and certain swap obligations were 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, were secured by senior priority liens on substantially all assets of, and the equity interests in, each Credit Party, subject to certain exceptions and limitations described in the Revolving Credit Agreement. None of Pacific Drilling Company LLC, Maersk Drilling or any of their respective current subsidiaries was a guarantor of the Revolving Credit Facility, and none of their assets secured the Revolving Credit Facility.
The loans outstanding under the Revolving Credit Facility bore 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 was initially 4.75% per annum for LIBOR loans and 3.75% per annum for base rate loans and would be increased by 50 basis points after July 31, 2024, and could be increased by an additional 50 basis points under certain conditions described in the Revolving Credit Agreement.
The Borrowers were required to pay customary quarterly commitment fees and letter of credit and fronting fees.
Availability of credit (whether borrowings or letters of credit) under the Revolving Credit Agreement was subject to the satisfaction of certain conditions, including, after giving effect to any such credit and the application of the proceeds (if any) thereof, (i) the aggregate amount of Available Cash (as defined in the Revolving Credit Agreement) could not exceed $100.0 million, (ii) if the Consolidated First Lien Net Leverage Ratio (as defined in the Revolving Credit Agreement) would be greater than 5.50 to 1.00, then the aggregate principal amount outstanding under the Revolving Credit Facility could not exceed $610.0 million, and (iii) the Asset Coverage Ratio (as described below) must be at least 2.00 to 1.00.
Mandatory prepayments and, under certain circumstances, commitment reductions were 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 existed) and (ii) certain debt issuances. Available Cash in excess of $150.0 million was also required to be
13
NOBLE CORPORATION plc 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)
applied periodically to prepay loans (without a commitment reduction). The loans under the Revolving Credit Facility could 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 obligated Finco and its restricted subsidiaries to comply with the following financial maintenance covenants:
•as of the last day of each fiscal quarter, the ratio of Adjusted EBITDA to Cash Interest Expense (each as defined in the Revolving Credit Agreement) was not permitted to be less than (i) 2.00 to 1.00 for each four fiscal quarter period ending on or before June 30, 2024, and (ii) 2.25 to 1.00 for each four fiscal quarter period ending thereafter; and
•as of the last day of each fiscal quarter, the ratio of (i) Asset Coverage Aggregate Rig Value (as defined in the Revolving Credit Agreement) to (ii) the aggregate principal amount of loans and letters of credit outstanding under the Revolving Credit Facility (the “Asset Coverage Ratio”) was not permitted to be less than 2.00 to 1.00.
The Revolving Credit Facility contained affirmative and negative covenants, representations and warranties and events of default that the Company considered customary for facilities of this type.
Please see “Note 15— Subsequent Events” regarding certain refinancing transactions that occurred subsequent to March 31, 2023, including the amendment and restatement of the Revolving Credit Agreement.
Second Lien Notes
On February 5, 2021, pursuant to the Backstop Commitment Agreement, dated October 12, 2020, Noble Cayman and Finco consummated a rights offering (the “Rights Offering”) of senior secured second lien notes (the “Second Lien Notes”) and associated Noble Cayman 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 included 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 were set to mature on February 15, 2028. The Second Lien Notes were 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. None of Pacific Drilling Company LLC, Maersk Drilling or any of their respective current subsidiaries was a guarantor of the Second Lien Notes, and none of their assets secured the Second Lien Notes.
The Second Lien Notes and such guarantees were 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 February 5, 2021 or acquired by the Company 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 accrued, 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 paid interest semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2021. The Company accrued interest at the rate of 11% per annum, as the most recent payment and the payment upon the full redemption of the Second Lien Notes were made in cash.
On or after February 15, 2024, Finco could 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 could also redeem the Second Lien Notes, in whole or in part, at any time and from time to time on or before February 14, 2024 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) occurred prior to (but not including) February 15, 2024, then, within 120 days of such Change of Control, Finco could 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 contained covenants and events of default that the Company considered customary for notes of this type.
Please see “Note 15— Subsequent Events” regarding certain refinancing transactions that occurred subsequent to March 31, 2023, including the full redemption of the Second Lien Notes.
14
NOBLE CORPORATION plc 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)
DNB Credit Facility and New DNB Credit Facility
Upon closing the Business Combination with Maersk Drilling (the “Closing Date”), Noble guaranteed the Term and Revolving Facilities Agreement dated December 6, 2018, by and among Maersk Drilling, the rig owners and material intra-group charterers party thereto and DNB Bank ASA as agent (as amended from time to time, the “DNB Credit Facility”).
On November 22, 2022, Maersk Drilling, as the borrower, the Company, as parent guarantor, certain subsidiaries of Maersk Drilling as guarantors, and the lenders identified therein, with DNB Bank ASA, New York Branch acting as Agent entered into a new Term Facility Agreement (the “New DNB Credit Facility”). On December 22, 2022, the Utilization Date (as defined in the New DNB Credit Facility) occurred under the New DNB Credit Facility, at which time the loans outstanding under the DNB Credit Facility were repaid with the proceeds of the full $350.0 million available under the New DNB Credit Facility.
The term loan under the New DNB Credit Facility required quarterly amortization payments on March 15, June 15, September 15 and December 15 of $2.5 million per quarter in the first year, $7.5 million per quarter in the second year, $12.5 million per quarter in the third year, and a balloon payment payable on the termination of the New DNB Credit Facility in an amount equal to the remaining outstanding principal amount of the loan. The loan under the New DNB Credit Facility accrued interest at an initial rate of Term SOFR + 3.50% with quarterly step-ups commencing on the first anniversary of the Utilization Date of an additional (i) 0.15% per quarter during months 13 to 24 after the Utilization Date (with total Margin payable during the fourth quarter of that period being Term SOFR + 4.10%) and (ii) 0.25% per quarter during months 25 to 36 after the Utilization Date (with total Margin payable during the fourth quarter of that period being Term SOFR + 5.10%). The New DNB Credit Facility had the following financial covenants (each as defined in the New DNB Credit Facility): (i)) The Company’s liquidity could not at any time be less than $200.0 million; (ii) Maersk Drilling’s liquidity could not at any time be less than $50 million; (iii) Maersk Drilling’s leverage ratio could not at any time be greater than 4.75:1.00; and (iv) Maersk Drilling’s equity ratio could not at any time be less than 35%. The New DNB Credit Facility also contained affirmative and negative covenants, representations and warranties, and events of default that the Company considered customary for facilities of this type. The New DNB Credit Facility was set to mature in December 2025.
Please see “Note 15— Subsequent Events” regarding certain refinancing transactions that occurred subsequent to March 31, 2023, including the payoff of the New DNB Credit Facility.
DSF Credit Facility
The Company guaranteed the Term Loan Facility Agreement dated December 10, 2018 by and between Maersk Drilling and Danmarks Skibskredit A/S as lender, agent, and security agent (as amended from time to time, the “DSF Credit Facility”) in connection with the Business Combination with Maersk Drilling that closed on October 3, 2022. The DSF Credit Facility was repaid in full on February 23, 2023 using cash on hand.
Debt Open Market Repurchases
In August 2022, we purchased $1.6 million aggregate principal amount of our Second Lien Notes for approximately $1.8 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $0.2 million. In the fourth quarter of 2022, we purchased $40.7 million aggregate principal amount of our Second Lien Notes for approximately $45.1 million, plus accrued interest, as open market repurchases and recognized a loss of approximately $4.4 million.
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 fair value of each of the Revolving Credit Facility, the New DNB Credit Facility and the DSF Credit Facility approximates its respective carrying amount as its interest rate is variable and reflective of market rates. All remaining fair value disclosures are presented in “Note 11— Fair Value of Financial Instruments.”
15
NOBLE CORPORATION plc 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:
March 31, 2023December 31, 2022
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Senior secured notes:
11.000% Senior Notes due February 2028
$173,696 $188,761 $173,695 $192,353 
Credit facility:
Senior Secured Revolving Credit Facility matures July 2025— — — — 
Term Loans:— — — — 
New DNB Credit Facility matures December 2025346,958 347,500 349,360 350,000 
DSF Credit Facility matures December 2023— — 149,715 149,715 
Total debt520,654 536,261 672,769 692,068 
Less: Current maturities of long-term debt15,000 — 159,715 — 
Long-term debt$505,654 $536,261 $513,054 $692,068 
Note 7— Accumulated Other Comprehensive Income (Loss)
The following table presents the changes in the accumulated balances for each component of “Accumulated other comprehensive income (loss)” for the three months ended March 31, 2023 and 2022. All amounts within the table are shown net of tax.
Defined Benefit Pension Items (1)
Balance at December 31, 2021$5,389 
Activity during period:
Other comprehensive income before reclassifications(424)
Amounts reclassified from AOCI— 
Net other comprehensive income (loss)(424)
Balance at March 31, 2022$4,965 
Balance at December 31, 2022$3,647 
Activity during period:
Other comprehensive loss before reclassifications(2,186)
Amounts reclassified from AOCI— 
Net other comprehensive income (loss)(2,186)
Balance at March 31, 2023$1,461 
(1)Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and the unrealized gain (loss) on foreign exchange on pension assets. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through “Other income (expense).” See “Note 10— Employee Benefit Plans” for additional information.
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NOBLE CORPORATION plc 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 8— Revenue and Customers
Disaggregation of Revenue
The following table provides information about contract drilling revenue by rig types:
Three Months Ended March 31,
20232022
Floaters$476,234 $141,213 
Jackups99,056 53,822 
Total$575,290 $195,035 
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 30 to 60 days. Customer contract assets and liabilities generally consist of deferred revenue and contract costs resulting from past transactions related to the provision of services under contracts with customers. 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 Consolidated Balance Sheets. Off-market customer contract assets and liabilities have been recognized in connection with our emergence from Chapter 11 and the Business Combination with Maersk Drilling and are included in “Intangible assets” and “Noncurrent contract liabilities,” respectively.
The following table provides information about contract assets and contract liabilities from contracts with customers:
March 31, 2023December 31, 2022
Current customer contract assets$12,601 $11,169 
Noncurrent customer contract assets329 368 
Total customer contract assets12,930 11,537 
Current deferred revenue(37,282)(40,214)
Noncurrent deferred revenue(17,280)(19,583)
Total deferred revenue$(54,562)$(59,797)
17
NOBLE CORPORATION plc 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, 2023 and 2022 are as follows:
Contract AssetsContract Liabilities
Net balance at December 31, 2021$5,744 $(27,755)
Amortization of deferred costs(3,866)— 
Additions to deferred costs5,052 — 
Amortization of deferred revenue— 8,219 
Additions to deferred revenue— (19,011)
Total1,186 (10,792)
Net balance at March 31, 2022$6,930 $(38,547)
Net balance at December 31, 2022$11,537 $(59,797)
Amortization of deferred costs(5,433)— 
Additions to deferred costs6,826 — 
Amortization of deferred revenue— 19,048 
Additions to deferred revenue— (13,813)
Total1,393 5,235 
Net balance at March 31, 2023$12,930 $(54,562)
Contract Costs
Certain direct and incremental costs incurred for upfront preparation, initial rig mobilization and modifications are costs of fulfilling a contract and are recoverable. These recoverable costs are deferred and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Certain of our contracts include capital rig enhancements used to satisfy our performance obligations.
Future Amortization of Deferred Revenue
The following table reflects revenue expected to be recognized in the future related to deferred revenue, by rig type, as of March 31, 2023:    
For the Years Ended December 31,
20232024202520262027 and beyondTotal
Floaters$32,302 $8,284 $6,861 $— $— $47,447 
Jackups1,738 2,227 2,205 622 — 6,792 
Other$323 $— $— $— $— $323 
Total $34,363 $10,511 $9,066 $622 $— $54,562 
The revenue included above substantially 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, 2023. 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
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NOBLE CORPORATION plc 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)
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.
Off-market Customer Contract Assets and Liabilities
Upon emergence from the Chapter 11 Cases and in connection with the Business Combination with Maersk Drilling, the Company recognized fair value adjustments of $113.4 million and $23.0 million, respectively, related to intangible assets for certain favorable customer contracts. These intangible assets will be amortized as a reduction of contract drilling services revenue from February 5, 2021 and the Closing Date, respectively, through the remainder of the contracts.
In connection with the Business Combination with Maersk Drilling, the Company recognized a fair value adjustment of $237.7 million related to certain unfavorable customer contracts acquired. These liabilities will be amortized as an increase to contract drilling services revenue from the Closing Date through the remainder of the contracts.
Unfavorable contractsFavorable contracts
Balance at December 31, 2021$— $61,849 
Additions— — 
Amortization— (14,099)
Balance at March 31, 2022$— $47,750 
Balance at December 31, 2022$(181,883)$34,372 
Additions— — 
Amortization60,689 (6,961)
Balance at March 31, 2023$(121,194)$27,411 
Estimated future amortization over the expected remaining contract periods:
For the Years Ended December 31,
202320242025Total
Unfavorable contracts$72,547 $40,439 $8,208 $121,194 
Favorable contracts$(16,785)$(10,626)$— $(27,411)
    Total$55,762 $29,813 $8,208 $93,783 
Note 9— Income Taxes
At March 31, 2023, the Company had deferred tax assets of $151.3 million net of valuation allowance. Additionally, the Company also had deferred tax liabilities of $9.4 million inclusive of a valuation allowance of $19.2 million.
During the three months ended March 31, 2023, the Company recognized additional deferred tax benefits of $44.0 million and $6.1 million in Guyana and Switzerland, respectively, and recognized a $4.5 million deferred tax expense adjustment in Luxembourg.
In deriving the above net deferred tax benefits, the Company relied on sources of income attributable to the projected taxable income for the period covered by the Company’s relevant existing drilling contracts based on the assumption that the relevant rigs will be owned by the current rig owners during the relevant existing drilling contract periods. Given the mobile nature of the Company’s assets, we are not able to reasonably forecast the jurisdictions in which taxable income from future drilling contracts may arise. We also have limited objective positive evidence in historical periods. Accordingly, in determining the amount of additional deferred tax assets to recognize, we did not consider projected book income beyond the conclusion of existing drilling contracts. As new drilling contracts are executed or as current contracts are extended, we will reassess the amount of deferred tax assets that are realizable. Finally, once we have established sufficient objective positive evidence for historical periods, we may consider reliance on forecasted taxable income from future drilling contracts.
19
NOBLE CORPORATION plc 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, 2023, the reserves for uncertain tax positions totaled $188.6 million (net of related tax benefits of $0.1 million). At December 31, 2022, the reserves for uncertain tax positions totaled $175.9 million (net of related tax benefits of $0.3 million).
During the three months ended March 31, 2023, we booked purchase price adjustments that resulted in a net increase to reserves for uncertain tax positions of $14.2 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.
During the current quarter, our tax provision included a Luxembourg valuation allowance increase of $4.5 million, deferred tax expense related to contract fair value amortization of $4.2 million and current and deferred tax expense related to various recurring quarterly accruals of $25.6 million primarily in Guyana, Luxembourg, and Switzerland. Such tax expenses were offset by a deferred tax benefit of $50.1 million related to a release of valuation allowance in Guyana and Switzerland.
During the three months ended March 31, 2022, our tax provision included net tax benefits of $3.8 million related to a release of valuation allowance for Guyana deferred tax benefits, $0.9 million related to an adjustment to Swiss deferred tax benefits, and $1.3 million related primarily to deferred tax adjustments. Such tax benefits were partially offset by tax expenses of $0.8 million related to various recurring items.
Note 10— Employee Benefit Plans
Pension costs (gain) include the following components for the three months ended March 31, 2023 and 2022:
Three Months Ended March 31,
20232022
Non-USUSNon-USUS
Interest cost$549 $2,248 $323 $1,688 
Return on plan assets(468)(2,394)(376)(3,145)
Recognized net actuarial (gain) loss59 (58)— (5)
Net pension benefit cost (gain)$140 $(204)$(53)$(1,462)
During the three months ended March 31, 2023 and 2022, we made no 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 no service costs with the plans for three months ended March 31, 2023 and 2022.
Note 11— 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:
March 31, 2023
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets -
Foreign currency forward contracts$2,163 $— $2,163 $— 
Liabilities -
Foreign currency forward contracts$966 $— $966 $— 
20
NOBLE CORPORATION plc 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)
December 31, 2022
Estimated Fair Value Measurements
Carrying AmountQuoted Prices in Active Markets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets -
Foreign currency forward contracts$2,422 $— $2,422 $— 
Liabilities -