Noble Corp plc (Form: 10-Q, Received: 05/05/2016 12:40:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2016

o	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 Wales (Registered Number 08354954)

98-0619597

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

Devonshire House, 1 Mayfair Place, London, England, W1J8AJ

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 20 3300 2300

Commission file number: 001-31306

Noble Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands

98-0366361

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

Suite 3D Landmark Square, 64 Earth Close, P.O. Box 31327 George Town, Grand Cayman, Cayman Islands, KY1-1206

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (345) 938-0293

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 R No o

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes R No o

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Noble Corporation plc:	Large accelerated filer R	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £

Noble Corporation:	Large accelerated filer £	Accelerated filer £	Non-accelerated filer R	Smaller reporting company £

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R

Number of shares outstanding and trading at April 22, 2016: Noble Corporation plc —243,213,745

Number of shares outstanding: Noble Corporation — 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) to Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with the reduced disclosure format contemplated by paragraphs (b) and (c) of General Instruction H(2) of Form 10-Q.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Noble Corporation plc (Noble-UK) Financial Statements:
	Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	3
	Consolidated Statements of Income for the three months ended March 31, 2016 and 2015	4
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015	5
	Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015	6
	Consolidated Statements of Equity for the three months ended March 31, 2016 and 2015	7

	Noble Corporation (Noble-Cayman) Financial Statements:
	Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	8
	Consolidated Statements of Income for the three months ended March 31, 2016 and 2015	9
	Consolidated Statements of Comprehensive Income for the three months ended March 31, 2016 and 2015	10
	Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015	11
	Consolidated Statements of Equity for the three months ended March 31, 2016 and 2015	12

	Notes to Combined Consolidated Financial Statements	13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4	Controls and Procedures	46
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 6	Exhibits	46
	SIGNATURES	47
	Index to Exhibits	48

This combined Quarterly Report on Form 10-Q is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by Noble-UK and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to Noble-UK (except as it may relate to Noble-Cayman) 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).

This report should be read in its entirety as it pertains to each Registrant. Except where indicated, the 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-UK and its consolidated subsidiaries, including Noble-Cayman.

PART I. FINANCI AL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	236,198		$	512,245
Accounts receivable		506,017			498,931
Taxes receivable		55,326			55,525
Prepaid expenses and other current assets		154,478			173,917
Total current assets		952,019			1,240,618
Property and equipment, at cost		14,100,263			14,056,323
Accumulated depreciation		(2,712,587	)		(2,572,700	)
Property and equipment, net		11,387,676			11,483,623
Other assets		115,217			141,404
Total assets	$	12,454,912		$	12,865,645
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,523		$	299,924
Accounts payable		142,955			223,221
Accrued payroll and related costs		53,278			81,464
Taxes payable		92,694			87,940
Interest payable		42,033			72,961
Other current liabilities		98,469			98,074
Total current liabilities		728,952			863,584
Long-term debt		3,864,060			4,162,638
Deferred income taxes		70,750			92,797
Other liabilities		299,737			324,396
Total liabilities		4,963,499			5,443,415
Commitments and contingencies
Shareholders' equity
Shares; 243,212 and 241,977 shares outstanding		2,432			2,420
Additional paid-in capital		630,371			628,483
Retained earnings		6,199,112			6,131,501
Accumulated other comprehensive loss		(60,638	)		(63,175	)
Total shareholders' equity		6,771,277			6,699,229
Noncontrolling interests		720,136			723,001
Total equity		7,491,413			7,422,230
Total liabilities and equity	$	12,454,912		$	12,865,645

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Operating revenues
Contract drilling services	$	591,367		$	779,361
Reimbursables		20,606			24,981
		611,973			804,342
Operating costs and expenses
Contract drilling services		251,248			321,750
Reimbursables		16,006			20,157
Depreciation and amortization		149,719			154,138
General and administrative		19,540			23,938
		436,513			519,983
Operating income		175,460			284,359
Other income (expense)
Interest expense, net of amount capitalized		(57,100	)		(49,044	)
Interest income and other, net		(730	)		6,582
Income before income taxes		117,630			241,897
Income tax benefit (provision)		6,503			(43,447	)
Net income		124,133			198,450
Net income attributable to noncontrolling interests		(18,648	)		(20,047	)
Net income attributable to Noble Corporation plc	$	105,485		$	178,403
Per share data:

Basic:	$	0.42		$	0.72
Diluted:	$	0.42		$	0.72

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Net income	$	124,133		$	198,450
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		768			(3,299	)
Foreign currency forward contracts		986			(3,145	)
Amortization of deferred pension plan amounts (net of tax provision of $409 and $566 for the three months ended March 31, 2016 and 2015)		783			1,081
Other comprehensive income (loss), net		2,537			(5,363	)
Net comprehensive income attributable to noncontrolling interests		(18,648	)		(20,047	)
Comprehensive income attributable to Noble Corporation plc	$	108,022		$	173,040

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Cash flows from operating activities
Net income	$	124,133		$	198,450
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		149,719			154,138
Deferred income taxes		(22,513	)		(10,164	)
Amortization of share-based compensation		10,958			11,400
Net change in other assets and liabilities		(87,496	)		14,758
Net cash from operating activities		174,801			368,582
Cash flows from investing activities
Capital expenditures		(51,357	)		(89,307	)
Change in accrued capital expenditures		(37,967	)		(29,010	)
Proceeds from disposal of assets		3,031			—
Net cash from investing activities		(86,293	)		(118,317	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		—			(1,099,497	)
Repayment of long-term debt		(300,000	)		—
Issuance of senior notes		—			1,092,728
Debt issuance costs on senior notes and credit facilities		—			(14,775	)
Dividends paid to noncontrolling interests		(21,513	)		(19,369	)
Repurchases of shares		—			(100,630	)
Dividend payments		(37,546	)		(92,855	)
Employee stock transactions		(5,496	)		(2,174	)
Net cash from financing activities		(364,555	)		(236,572	)
Net change in cash and cash equivalents		(276,047	)		13,693
Cash and cash equivalents, beginning of period		512,245			68,510
Cash and cash equivalents, end of period	$	236,198		$	82,203

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

													Accumulated
							Additional						Other
	Shares						Paid-in			Retained			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Loss			Interests			Equity
Balance at December 31, 2014		247,501		$	2,475		$	695,638		$	5,936,035		$	(69,418	)	$	722,304		$	7,287,034
Employee related equity activity
Amortization of share-based compensation		—			—			11,400			—			—			—			11,400
Issuance of share-based compensation shares		670			7			(4,095	)		—			—			—			(4,088	)
Tax benefit of equity transactions		—			—			(2,181	)		—			—			—			(2,181	)
Repurchases of shares		(6,209	)		(62	)		(100,568	)		—			—			—			(100,630	)
Net income		—			—			—			178,403			—			20,047			198,450
Dividends paid to noncontrolling interests		—			—			—			—			—			(19,369	)		(19,369	)
Dividends		—			—			—			(92,855	)		—			—			(92,855	)
Other comprehensive loss, net		—			—			—			—			(5,363	)		—			(5,363	)
Balance at March 31, 2015		241,962		$	2,420		$	600,194		$	6,021,583		$	(74,781	)	$	722,982		$	7,272,398
Balance at December 31, 2015		241,977		$	2,420		$	628,483		$	6,131,501		$	(63,175	)	$	723,001		$	7,422,230
Employee related equity activity
Amortization of share-based compensation		—			—			10,958			—			—			—			10,958
Issuance of share-based compensation shares		1,235			12			(3,562	)		—			—			—			(3,550	)
Tax benefit of equity transactions		—			—			(5,508	)		—			—			—			(5,508	)
Net income		—			—			—			105,485			—			18,648			124,133
Dividends paid to noncontrolling interests		—			—			—			—			—			(21,513	)		(21,513	)
Dividends		—			—			—			(37,874	)		—			—			(37,874	)
Other comprehensive income, net		—			—			—			—			2,537			—			2,537
Balance at March 31, 2016		243,212		$	2,432		$	630,371		$	6,199,112		$	(60,638	)	$	720,136		$	7,491,413

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	235,423		$	511,795
Accounts receivable		506,017			498,931
Taxes receivable		55,317			55,442
Prepaid expenses and other current assets		150,967			168,469
Total current assets		947,724			1,234,637
Property and equipment, at cost		14,098,497			14,054,558
Accumulated depreciation		(2,712,173	)		(2,572,331	)
Property and equipment, net		11,386,324			11,482,227
Other assets		106,134			132,319
Total assets	$	12,440,182		$	12,849,183
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,523		$	299,924
Accounts payable		141,117			221,077
Accrued payroll and related costs		52,954			81,364
Taxes payable		92,845			88,108
Interest payable		42,033			72,961
Other current liabilities		98,081			96,331
Total current liabilities		726,553			859,765
Long-term debt		3,864,060			4,162,638
Deferred income taxes		70,750			92,797
Other liabilities		294,852			319,512
Total liabilities		4,956,215			5,434,712
Commitments and contingencies
Shareholder equity
Ordinary shares; 261,246 shares outstanding		26,125			26,125
Capital in excess of par value		570,428			561,309
Retained earnings		6,227,916			6,167,211
Accumulated other comprehensive loss		(60,638	)		(63,175	)
Total shareholder equity		6,763,831			6,691,470
Noncontrolling interests		720,136			723,001
Total equity		7,483,967			7,414,471
Total liabilities and equity	$	12,440,182		$	12,849,183

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Operating revenues
Contract drilling services	$	591,367		$	779,361
Reimbursables		20,606			24,981
Other		600			—
		612,573			804,342
Operating costs and expenses
Contract drilling services		249,290			319,479
Reimbursables		16,006			20,157
Depreciation and amortization		149,673			153,866
General and administrative		10,605			12,208
		425,574			505,710
Operating income		186,999			298,632
Other income (expense)
Interest expense, net of amount capitalized		(57,100	)		(49,044	)
Interest income and other, net		(733	)		6,448
Income before income taxes		129,166			256,036
Income tax benefit (provision)		6,503			(43,558	)
Net income		135,669			212,478
Net income attributable to noncontrolling interests		(18,648	)		(20,047	)
Net income attributable to Noble Corporation	$	117,021		$	192,431

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Net income	$	135,669		$	212,478
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		768			(3,299	)
Foreign currency forward contracts		986			(3,145	)
Amortization of deferred pension plan amounts (net of tax provision of $409 and $566 for the three months ended March 31, 2016 and 2015, respectively		783			1,081
Other comprehensive income (loss), net		2,537			(5,363	)
Net comprehensive income attributable to noncontrolling interests		(18,648	)		(20,047	)
Comprehensive income attributable to Noble Corporation	$	119,558		$	187,068

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	March 31,
	2016			2015
Cash flows from operating activities
Net income	$	135,669		$	212,478
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		149,673			153,866
Deferred income taxes		(22,513	)		(10,164	)
Capital contribution by parent - share-based compensation		9,119			7,348
Net change in other assets and liabilities		(84,198	)		(4,505	)
Net cash from operating activities		187,750			359,023
Cash flows from investing activities
Capital expenditures		(51,357	)		(89,307	)
Change in accrued capital expenditures		(37,967	)		(29,010	)
Proceeds from disposal of assets		3,031			—
Net cash from investing activities		(86,293	)		(118,317	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		—			(1,099,497	)
Repayment of long-term debt		(300,000	)		—
Issuance of senior notes		—			1,092,728
Debt issuance costs on senior notes and credit facilities		—			(14,775	)
Dividends paid to noncontrolling interests		(21,513	)		(19,369	)
Distributions to parent company, net		(56,316	)		(186,597	)
Net cash from financing activities		(377,829	)		(227,510	)
Net change in cash and cash equivalents		(276,372	)		13,196
Cash and cash equivalents, beginning of period		511,795			65,780
Cash and cash equivalents, end of period	$	235,423		$	78,976

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

										Accumulated
					Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2014		261,246	$	26,125	$	530,657	$	6,009,114		$	(69,418	)	$	722,304		$	7,218,782
Distributions to parent company, net		—		—		—		(186,597	)		—			—			(186,597	)
Capital contribution by parent - share- based compensation		—		—		7,348		—			—			—			7,348
Net income		—		—		—		192,431			—			20,047			212,478
Dividends paid to noncontrolling interests		—		—		—		—			—			(19,369	)		(19,369	)
Other comprehensive loss, net		—		—		—		—			(5,363	)		—			(5,363	)
Balance at March 31, 2015		261,246	$	26,125	$	538,005	$	6,014,948		$	(74,781	)	$	722,982		$	7,227,279
Balance at December 31, 2015		261,246	$	26,125	$	561,309	$	6,167,211		$	(63,175	)	$	723,001		$	7,414,471
Distributions to parent company, net		—		—		—		(56,316	)		—			—			(56,316	)
Capital contribution by parent - share- based compensation		—		—		9,119		—			—			—			9,119
Net income		—		—		—		117,021			—			18,648			135,669
Dividends paid to noncontrolling interests		—		—		—		—			—			(21,513	)		(21,513	)
Other comprehensive income, net		—		—		—		—			2,537			—			2,537
Balance at March 31, 2016		261,246	$	26,125	$	570,428	$	6,227,916		$	(60,638	)	$	720,136		$	7,483,967

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar 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-UK”), is a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of the filing date of this Quarterly Report on Form 10-Q, our fleet consisted of 14 jackups, eight drillships and eight semisubmersibles, including one high-specification, harsh environment jackup under construction.

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil and gas industry. 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 largely of major independent and government owned/controlled oil and gas companies throughout the world. As of March 31, 2016, our contract drilling services segment conducted operations in the United States, Brazil, Argentina, the North Sea, the Mediterranean, the Middle East, Asia and Australia. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

Noble Corporation, a Cayman Islands company (“Noble-Cayman”), is an indirect, wholly-owned subsidiary of Noble-UK, our publicly-traded parent company. Noble-UK’s principal asset is all of the shares of Noble-Cayman. Noble-Cayman has no public equity outstanding. The consolidated financial statements of Noble-UK include the accounts of Noble-Cayman, and Noble-UK conducts substantially all of its business through Noble-Cayman and its subsidiaries.

The accompanying unaudited consolidated financial statements of Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the U.S. 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 reflect all adjustments which 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, 2015 Consolidated Balance Sheets presented herein are derived from the December 31, 2015 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, 2015, filed by both Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in prior periods have been reclassified to conform to the current year presentation. In accordance with our adoption of Accounting Standards Update (“ASU”) No. 2015-03, unamortized debt issuance costs related to our senior notes of approximately $26 million as of December 31, 2015, which were previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

Note 2 — Spin-off of Paragon Offshore plc (“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, to the holders of Noble’s ordinary shares.

In February 2016, we entered into an agreement in principle for a settlement with Paragon Offshore under which, in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including certain claims that could be brought on behalf of Paragon Offshore’s creditors), we agreed to assume the administration of Mexican tax claims for specified years up to and including 2010, as well as the related bonding obligations and certain of the related tax liabilities. The final agreement with Paragon Offshore, which was signed by the parties on April 29, 2016, is subject to the approval of Paragon Offshore’s bankruptcy plan by a bankruptcy court. A hearing to confirm the plan is set for late June 2016 (see Note 13 for additional information).

Prior to the completion of the Spin-off, Noble 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.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Master Separation Agreement (“MSA”)

The general terms and conditions relating to the separation and Spin-off are set forth in the MSA. The MSA identifies the assets transferred, liabilities assumed and contracts assigned either to Paragon Offshore by us or by Paragon Offshore to us in the separation and describes when and how these transfers, assumptions and assignments would occur. The MSA provides for, among other things, Paragon Offshore’s responsibility for liabilities relating to its business and the responsibility of Noble for liabilities related to our, and in certain limited cases, Paragon Offshore’s business, in each case irrespective of when the liability arose. The MSA also contains indemnification obligations and ongoing commitments by us and Paragon Offshore.

Employee Matters Agreement (“EMA”)

The EMA allocates liabilities and responsibilities between us and Paragon Offshore relating to employment, compensation and benefits and other employment related matters.

Tax Sharing Agreement (“TSA”)

The TSA provides for the allocation of tax liabilities and benefits between us and Paragon Offshore and governs the parties’ assistance with tax-related claims.

Transition Services Agreements

Under two transition services agreements, we agreed to continue, for a limited period of time, to provide various interim support services to Paragon Offshore, and Paragon Offshore agreed to provide various interim support services to us, including providing operational and administrative support for our remaining Brazilian operations.

Note 3 — Consolidated Joint Ventures

We maintain a 50 percent interest in two joint ventures, each with a subsidiary of Royal Dutch Shell plc (“Shell”), that own and operate the two Bully -class drillships. We have determined that we are the primary beneficiary of the joint ventures. Accordingly, we consolidate the entities in our consolidated financial statements after eliminating intercompany transactions. Shell’s equity interests are presented as noncontrolling interests on our Consolidated Balance Sheets.

During the three months ended March 31, 2016 and 2015, the Bully joint ventures approved and paid dividends totaling $43 million and $39 million, respectively. Of these amounts, 50 percent was paid to our joint venture partner.

The combined carrying amount of the Bully -class drillships at both March 31, 2016 and December 31, 2015 totaled $1.4 billion. These assets were primarily funded through partner equity contributions. Cash held by the Bully joint ventures totaled approximately $41 million at March 31, 2016 as compared to approximately $50 million at December 31, 2015.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 4 — Share Data

Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for Noble-UK:

	Three months ended
	March 31,
	2016			2015
Numerator:
Basic
Net income attributable to Noble-UK	$	105,485		$	178,403
Earnings allocated to unvested share-based payment awards		(3,822	)		(3,931	)
Net income to common shareholders - basic	$	101,663		$	174,472
Diluted
Net income attributable to Noble-UK	$	105,485		$	178,403
Earnings allocated to unvested share-based payment awards		(3,822	)		(3,931	)
Net income to common shareholders - diluted	$	101,663		$	174,472
Denominator:
Weighted average shares outstanding - basic		242,826			242,685
Incremental shares issuable from assumed exercise of stock options		—			—
Weighted average shares outstanding - diluted		242,826			242,685
Weighted average unvested share-based payment awards		9,129			5,468
Earnings per share
Basic	$	0.42		$	0.72
Diluted	$	0.42		$	0.72
Dividends per share	$	0.150		$	0.375

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the three months ended March 31, 2016 and 2015, approximately 1.6 million and 2.0 million shares underlying stock options, respectively, were excluded from the diluted earnings per share as such stock options were not dilutive.

Share capital

As of March 31, 2016, Noble-UK had approximately 243.2 million shares outstanding and trading as compared to approximately 242.0 million shares outstanding and trading at December 31, 2015. Our Board of Directors may increase our share capital through the issuance of up to 53 million authorized shares (at current nominal value of $0.01 per share) without obtaining shareholder approval.

Our most recent quarterly dividend payment to shareholders, totaling approximately $38 million (or $0.15 per share), was declared on January 29, 2016 and paid on February 16, 2016 to holders of record on February 8, 2016.

On April 22, 2016, our Board of Directors approved the payment of a quarterly dividend to shareholders of $0.02 per share. The payment is expected to total approximately $5 million, based on the number of shares currently outstanding.

The declaration and payment of dividends require authorization of the Board of Directors of Noble-UK, provided that such dividends on issued share capital may be paid only out of Noble-UK’s “distributable reserves” on its statutory balance sheet. Noble-UK is not permitted to pay dividends out of share capital, which includes share premiums. The payment of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

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. In December 2014, we received shareholder approval to repurchase up to 37 million ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. The authority to make such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which was held on April 22, 2016. During 2015, we repurchased 6.2 million of our ordinary shares covered by this authorization for a total cost of approximately $101 million. During the three months ended March 31, 2016, we did not repurchase any of our shares.

Note 5 — Receivables from Customers

At March 31, 2016, we had receivables of approximately $14 million related to the Noble Max Smith, which are being disputed by our former customer, Petróleos Mexicanos (“Pemex”). These receivables have been classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet. The disputed amounts relate to lost revenues for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our rig in 2010. In January 2012, we filed a lawsuit against Pemex in Mexican court seeking recovery of these amounts. While we can make no assurances as to the outcome of this dispute, we believe we are entitled to the disputed amounts.

Note 6 — Property and Equipment

Property and equipment, at cost, as of March 31, 2016 and December 31, 2015 for Noble-UK consisted of the following:

	March 31,		December 31,
	2016		2015
Drilling equipment and facilities	$	13,443,211	$	13,074,804
Construction in progress		443,843		761,347
Other		213,209		220,172
Property and equipment, at cost	$	14,100,263	$	14,056,323

Capital expenditures, including capitalized interest, totaled $51 million and $89 million for the three months ended March 31, 2016 and 2015, respectively. Capitalized interest was $4 million and $5 million for the three months ended March 31, 2016 and 2015, respectively.

During the three months ended March 31, 2016, we completed the sale of the previously retired drillship, the Noble Discoverer . In connection with the sale of this rig, we received proceeds of approximately $3 million.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 7 — Debt

Our total debt consisted of the following at March 31, 2016 and December 31, 2015:

	March 31,			December 31,
	2016			2015
Current
Current maturities of long-term debt	$	299,965		$	299,997
Less: Unamortized debt issuance costs		(442	)		(73	)
Current maturities of long-term debt, net of debt issuance costs	$	299,523		$	299,924

Long-term
3.05% Senior Notes due March 2016	$	—		$	299,997
2.50% Senior Notes due March 2017		299,965			299,956
5.00% Senior Notes due March 2018		249,645			249,602
7.50% Senior Notes due March 2019		201,695			201,695
4.90% Senior Notes due August 2020		499,322			499,287
4.625% Senior Notes due March 2021		399,694			399,680
3.95% Senior Notes due March 2022		399,377			399,354
6.95% Senior Notes due April 2025		448,838			448,814
6.20% Senior Notes due August 2040		399,897			399,896
6.05% Senior Notes due March 2041		397,728			397,719
5.25% Senior Notes due March 2042		498,346			498,338
7.95% Senior Notes due April 2045		394,577			394,563
Total senior unsecured notes		4,189,084			4,488,901
Credit facility & commercial paper program		—			—
Total debt		4,189,084			4,488,901
Less: Unamortized debt issuance costs		(25,059	)		(26,266	)
Less: Current maturities of long-term debt		(299,965	)		(299,997	)
Long-term debt, net of debt issuance costs	$	3,864,060		$	4,162,638

In accordance with our adoption of ASU No. 2015-03, unamortized debt issuance costs related to our senior notes are shown as a direct reduction of the carrying amount of the related debt. The debt issuance costs previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

Credit Facility and Commercial Paper Program

We currently have a five-year $2.4 billion senior unsecured credit facility that matures in January 2020. The credit facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing. At March 31, 2016, we had no letters of credit issued under the facility.

We also have a commercial paper program that allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our credit facility and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our credit facility. Access to our commercial paper program is dependent upon our credit ratings. As our credit ratings are below investment grade, we are currently prohibited from accessing the commercial paper market.

As of March 31, 2016, we had no amounts drawn on our credit facility.

Our credit facility and certain of our senior notes, as discussed below, have provisions which vary the applicable interest rates based upon our credit ratings.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Senior Unsecured Notes

In March 2015, our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), issued $1.1 billion aggregate principal amount of senior notes in three separate tranches, comprised of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The interest rates for these Senior Notes are subject to adjustment from time to time upon a change to our debt rating, pursuant to the terms of these Senior Notes. In February 2016, as a result of a reduction in our debt rating below investment grade, the interest rates on these Senior Notes were increased to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional 100 basis points).

In March 2016, we repaid our $300 million 3.05% Senior Notes using cash on hand.

In March 2016, we commenced cash tender offers for our 4.90% Senior Notes due 2020, of which $500 million principal amount was outstanding, and our 4.625% Senior Notes due 2021, of which $400 million principal amount was outstanding. On April 1, 2016, we purchased $36 million of these Senior Notes using cash on hand.

Our $300 million 2.50% Senior Notes mature during the first quarter of 2017. We anticipate using cash on hand to repay the outstanding balances.

Covenants

The credit facility is guaranteed by NHIL and Noble Holding Corporation (“NHC”). The credit facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the credit facility, to 0.60. At March 31, 2016, our ratio of debt to total tangible capitalization was approximately 0.36. We were in compliance with all covenants under the credit facility as of March 31, 2016.

In addition to the covenants from the credit facility noted 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. In addition, there are restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions. At March 31, 2016, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2016.

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 senior notes 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). All remaining fair value disclosures are presented in Note 11.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

The following table presents the estimated fair value of our total debt , not including the effect of unamortized debt issuance costs, as of March 31, 2016 and December 31, 2015, respectively:

	March 31, 2016				December 31, 2015
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Senior unsecured notes:
3.05% Senior Notes due March 2016	$	—	$	—	$	299,997	$	299,340
2.50% Senior Notes due March 2017		299,965		283,313		299,956		284,334
5.00% Senior Notes due March 2018		249,645		232,369		249,602		227,285
7.50% Senior Notes due March 2019		201,695		172,323		201,695		194,273
4.90% Senior Notes due August 2020		499,322		369,375		499,287		378,761
4.625% Senior Notes due March 2021		399,694		276,500		399,680		289,450
3.95% Senior Notes due March 2022		399,377		242,500		399,354		265,643
6.95% Senior Notes due April 2025		448,838		288,984		448,814		308,870
6.20% Senior Notes due August 2040		399,897		195,500		399,896		237,005
6.05% Senior Notes due March 2041		397,728		195,000		397,719		239,464
5.25% Senior Notes due March 2042		498,346		235,625		498,338		279,919
7.95% Senior Notes due April 2045		394,577		220,500		394,563		255,887
Total senior unsecured notes		4,189,084		2,711,989		4,488,901		3,260,231
Credit facility & commercial paper program		—		—		—		—
Total debt	$	4,189,084	$	2,711,989	$	4,488,901	$	3,260,231

Note 8 — Income Taxes

Our income tax benefit (provision) decreased $50 million for the three months ended March 31, 2016 as compared to the three months ended March 31, 2015, which is primarily the result of the recognition of a favorable discrete item in the current quarter of $27 million coupled with a decrease in pre-tax earnings.

At March 31, 2016, the reserves for uncertain tax positions totaled $144 million (net of related tax benefits of $1 million). If the March 31, 2016 reserves are not realized, the provision for income taxes would be reduced by $144 million. At December 31, 2015, the reserves for uncertain tax positions totaled $166 million (net of related tax benefits of $14 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. However, we cannot reasonably estimate a range of changes in our existing liabilities due to various uncertainties, such as the unresolved nature of various audits.

Note 9 — Employee Benefit Plans

Pension costs include the following components for the three months ended March 31, 2016 and 2015:

	Three Months Ended March 31,
	2016						2015
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	775		$	1,662		$	874		$	2,149
Interest cost		634			2,389			642			2,300
Return on plan assets		(895	)		(3,097	)		(926	)		(3,286	)
Amortization of prior service cost		26			29			27			36
Recognized net actuarial loss		37			1,100			45			1,539
Net pension expense	$	577		$	2,083		$	662		$	2,738

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

During the three months ended March 31, 2016 and 2015 , we made contributions to our pension plans totaling approximately $ 0.1 million and $0.2 million, respectiv ely .

Note 10 — Derivative Instruments and Hedging Activities

We periodically enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

For foreign currency forward contracts, hedge effectiveness is evaluated at inception based on the matching of critical terms between derivative contracts and the hedged item. Any change in fair value resulting from ineffectiveness is recognized immediately in earnings.

Cash Flow Hedges

Several of our regional shorebases, including our North Sea and Australian operations, 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 settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of 2016 represent approximately 60 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. Dollars, was approximately $36 million at March 31, 2016. Total unrealized gains related to these forward contracts were approximately $1 million as of March 31, 2016 and were recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

Financial Statement Presentation

The following table, together with Note 11, summarizes the financial statement presentation and fair value of our derivative positions as of March 31, 2016 and December 31, 2015:

		Estimated fair value
	Balance sheet classification	March 31, 2016		Decembe r 31, 2015
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Prepaid expenses and other current assets	$	1,112	$	—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	126	$	—

To supplement the fair value disclosures in Note 11, the following summarizes the recognized gains and losses of cash flow hedges and non-designated derivatives through AOCL or through “contract drilling services” expense for the three months ended March 31, 2016 and 2015:

	Gain/(loss) recognized through AOCL					Gain/(loss) reclassified from AOCL to "contract drilling services" expense					Gain/(loss) recognized through "contract drilling services" expense
	2016		2015			2016		2015			2016		2015
Cash flow hedges
Foreign currency forward contracts	$	894	$	(3,111	)	$	92	$	(34	)	$	—	$	—

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

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, 2016
			Estimated Fair Value Measurements
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Assets -
Marketable securities	$	6,492	$	6,492	$	—	$	—
Foreign currency forward contracts		1,112		—		1,112		—
Liabilities -
Foreign currency forward contracts	$	126	$	—	$	126	$	—

December 31, 2015

Estimated Fair Value Measurements

Quoted

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Assets -

Marketable securities

6,352

—

The foreign currency forward contracts have been valued using actively quoted prices and quotes obtained from the counterparties to the contracts. Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 12 — Accumulated Other Comprehensive Loss

The following tables set forth the components of, and changes in the accumulated balances for each component of, AOCL for the three months ended March 31, 2016 and 2015. All amounts within the tables are shown net of tax.

	Gains /			Defined
	(Losses) on			Benefit			Foreign
	Cash Flow			Pension			Currency
	Hedges ⁽¹⁾			Items ⁽²⁾			Items			Total
Balance at December 31, 2014	$	—		$	(58,440	)	$	(10,978	)	$	(69,418	)
Activity during period:
Other comprehensive loss before reclassifications		(3,111	)		—			(3,299	)		(6,410	)
Amounts reclassified from AOCL		(34	)		1,081			—			1,047
Net other comprehensive (loss)/income		(3,145	)		1,081			(3,299	)		(5,363	)
Balance at March 31, 2015	$	(3,145	)	$	(57,359	)	$	(14,277	)	$	(74,781	)
Balance at December 31, 2015	$	—		$	(46,919	)	$	(16,256	)	$	(63,175	)
Activity during period:
Other comprehensive income before reclassifications		894			—			768			1,662
Amounts reclassified from AOCL		92			783			—			875
Net other comprehensive income		986			783			768			2,537
Balance at March 31, 2016	$	986		$	(46,136	)	$	(15,488	)	$	(60,638	)

(1)	Gains / (losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCL are recognized through “contract drilling services” expense on our Consolidated Statements of Income. See Note 10 for additional information.

(2)

Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCL are recognized as expense on our Consolidated Statements of Income through either “Contract drilling services” or “General and administrative.” See Note 9 for additional information.

Note 13 — Commitments and Contingencies

In December 2014, one of our subsidiaries reached a settlement with the U.S. Department of Justice (“DOJ”) regarding our former drillship, the Noble Discoverer, and the Kulluk, a rig we were providing contract labor services for, in respect of violations of applicable law discovered in connection with a 2012 Coast Guard inspection in Alaska and our own subsequent internal investigation. Under the terms of the agreement, the subsidiary pled guilty to oil record book, ballast record and required hazardous condition reporting violations with respect to the Noble Discoverer and an oil record book violation with respect to the Kulluk . The subsidiary paid $8.2 million in fines and $4 million in community service payments, and was placed on probation for four years, provided that we may petition the court for early dismissal of probation after three years. If, during the term of probation, the subsidiary fails to adhere to the terms of the plea agreement, the DOJ may withdraw from the plea agreement and would be free to prosecute the subsidiary on all charges arising out of its investigation, including any charges dismissed pursuant to the terms of the plea agreement, as well as potentially other charges. We also implemented a comprehensive environmental compliance plan in connection with the settlement.

We have used a commercial agent in Brazil in connection with our Petróleo Brasileiro S.A. (“Petrobras”) drilling contracts. We understand that this agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. In November 2015, this agent pled guilty in Brazil in connection with the award of a drilling contract to a competitor and implicated a Petrobras official as part of a wider investigation of Petrobras’ business practices. Following news reports relating to the agent’s involvement in the Brazil investigation in connection with his activities with other companies, we have been conducting a review of our relationship with the agent and with Petrobras. We are in contact with the SEC, the Brazilian federal prosecutor’s office and the DOJ about this matter. We are cooperating with these agencies and they are aware of our internal review. To our knowledge, neither the agent, nor the government authorities investigating the matter, has alleged that the agent or Noble acted improperly in connection with our contracts with Petrobras.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

We are from time to time a party to various lawsuits that are incidental to our operations in which the claimants seek an unspecified amount of monetary damages for personal injury, including injuries purportedly result ing from exposure to asbestos on drilling rigs and associated facilities. At March 31, 2016, there were 42 asbestos related lawsuits in which we are one of many defendants. These lawsuits have been filed in the United States in the states of Louisiana and Mississippi. We intend to vigorously defend against the litigation. We do not believe the ultimate resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, 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.

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. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.

During 2014, the IRS began its examination of our tax reporting in the U.S. for the taxable years ended December 31, 2010 and 2011. We believe that we have accurately reported all amounts in our 2010 and 2011 tax returns. We believe the ultimate resolution of the IRS examination will not have a material adverse effect on our consolidated financial statements.

Under the TSA entered into at the time of the Spin-off, Noble and Paragon Offshore are each responsible for the taxes that relate to their respective business (whether such taxes were incurred through a Noble-retained or a Paragon-retained entity) and provide a corresponding indemnity. In addition, in February 2016, we entered into an agreement in principle with Paragon Offshore relating to tax matters in Mexico described below in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including any claims that could be brought on behalf of its creditors). The final agreement with Paragon Offshore, which was signed by the parties on April 29, 2016, is subject to the approval of Paragon Offshore’s bankruptcy plan by a bankruptcy court. A hearing to confirm the plan is set for late June 2016 (see Note 2 for additional information).

Audit claims of approximately $168 million attributable to income and other business taxes have been assessed against us in Mexico, as detailed below. Under our recent agreement with Paragon Offshore, we agreed to assume the administration of Paragon Offshore’s Mexican income and value-added taxes for the years 2005 through 2010 and for Paragon Offshore’s Mexican customs taxes through 2010, as well as the related bonding obligations and certain of the tax related liabilities. In addition, under the recent agreement with Paragon Offshore, we agreed to (i) pay all of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon Offshore’s business that were incurred through a Noble-retained entity, (ii) pay 50 percent of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon Offshore’s business that were incurred through a Paragon Offshore-retained entity, (iii) pay 50 percent of the ultimate resolved amount of Mexican custom taxes related to Paragon Offshore’s business, and (iv) be required to post any tax appeal bond that may be required to challenge a final assessment. Tax assessments of approximately $48 million for income and value-added taxes have been made against Noble entities in Mexico. Tax assessments for income and value-added taxes of approximately $196 million have been made against Paragon Offshore entities in Mexico, of which approximately $45 million relates to Noble’s business that operated through Paragon Offshore-retained entities in Mexico prior to the Spin-off. We will only be obligated to post a tax appeal bond in the event a final assessment is made by Mexican authorities. As of April 15, 2016, there have been $3 million in final assessments that have been bonded.

In January 2015, Noble received an official notification of a ruling from the Second Chamber of the Supreme Court in Mexico. The ruling settled an ongoing dispute in Mexico relating to the classification of a Noble subsidiary’s business activity and the applicable rate of depreciation under the Mexican law applicable to the activities of that subsidiary. The ruling did not result in any additional tax liability to Noble. Additionally, the ruling is only applicable to the Noble subsidiary named in the ruling and, therefore, does not establish the depreciation rate applicable to the assets of other Noble subsidiaries. Under the recent agreement with Paragon Offshore, we agreed to be responsible for any tax liability ultimately incurred because these depreciation liabilities would be incurred by Noble-retained entities, and such amounts are reflected in the discussion of Mexican audit claims in the preceding paragraph. We will continue to contest future assessments received, and do not believe we are liable for additional tax.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Paragon Offshore has received tax as sessments of approximately $134 million attributable to income, customs and other business taxes in Brazil, of which $36 million relates to Noble’s business that operated through a Paragon Offshore-retained entity in Brazil prior to the Spin-off. Under the TSA, we must indemnify Paragon Offshore for all assessed amounts that are related to Noble’s Brazil business, approximately $36 million, if and when such payments become due.

We have contested, or intend to contest or cooperate with Paragon Offshore in Brazil where it is contesting, the assessments described above, including through litigation if necessary, and we believe the ultimate resolution, for which we have not made any accrual, will not have a material adverse effect on our consolidated financial statements. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions or our ability to collect indemnities from Paragon Offshore under the TSA or the recent agreement with Paragon Offshore.

We have been notified by Petrobras that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during 2008 and 2009. Petrobras has also notified us that if Petrobras must ultimately pay such withholding taxes, it will seek reimbursement from us for the portion allocable to our drilling rigs. The amount of withholding tax that Petrobras indicates may be allocable to Noble drilling rigs is R$79 million (approximately $22 million). We believe that our contract with Petrobras requires Petrobras to indemnify us for these withholding taxes. We will, if necessary, vigorously defend our rights.

We maintain certain insurance coverage against specified marine perils, which includes physical damage and loss of hire to our drilling rigs along with other associated coverage common in our industry. We maintain a physical damage deductible on our rigs of $25 million per occurrence. With respect to the U.S. Gulf of Mexico, hurricane risk has generally resulted in more restrictive and expensive coverage for U.S. named windstorm perils, and we have opted in certain years to maintain limited or no windstorm coverage. Our current program provides for $500 million in named windstorm coverage in the U.S. Gulf of Mexico. For the Noble Bully I , our customer assumes the risk of loss due to a named windstorm event, pursuant to the terms of the drilling contract, through the purchase of insurance coverage (provided that we are responsible for any deductible under such policy) or, at its option, the assumption of the risk of loss up to the insured value in lieu of the purchase of such insurance. The loss of hire coverage applies only to our rigs operating under contract with a dayrate equal to or greater than $200,000 a day and is subject to a 45-day waiting period for each unit and each occurrence.

Although we maintain insurance in the geographic areas in which we operate, pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts, strikes or cyber risks. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks.

We carry protection and indemnity insurance covering marine third party liability exposures, which also includes coverage for employer’s liability resulting from personal injury to our offshore drilling crews. Our protection and indemnity policy currently has a standard deductible of $10 million per occurrence, with maximum liability coverage of $750 million.

In connection with our capital expenditure program, we had outstanding commitments, including shipyard and purchase commitments of approximately $570 million at March 31, 2016.

We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements become effective upon a change of control of Noble-UK (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 remain effective for three years thereafter. These agreements provide for compensation and certain other benefits under such circumstances.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 14 — Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU No. 2014-09 supersedes the cost guidance in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts,” and creates new Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” In summary, the core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is not permitted. In March 2016 and April 2016, the FASB issued ASU No. 2016-08 and ASU No. 2016-10, respectively. The amendments in ASU No. 2016-08 and ASU No. 2016-10 do not change the core principle of ASU No. 2014-09, but instead clarify the implementation guidance on principle versus agent considerations and identify performance obligations and the licensing implementation guidance, respectively. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and have not made any decision on the method of adoption.

In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, “Compensation-Stock Compensation.” The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In August 2014, the FASB issued ASU No. 2014-15, which amends ASC Subtopic 205-40, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern.” The amendments in this ASU provide guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The adoption of this guidance is not anticipated to have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In January 2015, the FASB issued ASU No. 2015-01, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In February 2015, the FASB issued ASU No. 2015-02, which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

The new guidance is applied on a retrospective basis. In accordance with our adoption of ASU No. 2015-03, unamortized debt issuance costs related to our senior notes of approximately $26 million a s of December 31, 2015, which were previ ously included in “Other assets , ” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective seni or notes.

In April 2015, the FASB issued ASU No. 2015-04, which amends ASC Topic 715, “Compensation – Retirement Benefits.” The guidance gives an employer whose fiscal year end does not coincide with a calendar month end the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month end that is closest to its fiscal year end. The ASU also provides a similar practical expedient for interim remeasurements of significant events. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In July 2015, the FASB issued ASU No. 2015-12, which amends ASC Topic 960, “Plan Accounting-Defined Benefit Pension Plans,” ASC Topic 962, “Defined Contribution Pension Plans” and ASC Topic 965, “Health and Welfare Benefit Plans.” There are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-directed investments) of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical expedient for employee benefit plans as available in ASU No. 2015-04, which allows employers to measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In September 2015, the FASB issued ASU 2015-16, which amends Topic 805, “Business Combinations.” This amendment eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination at the acquisition date with a corresponding adjustment to goodwill, and revise comparative information for prior periods presented in financial statements. Those adjustments are required when new information about circumstances that existed as of the acquisition date would have affected the measurement of the amount initially recognized. This update requires an entity to recognize these adjustments in the reporting period in which the adjustment amounts are determined. An acquirer must record the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. An entity must present separately on the face of the income statement, or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In November 2015, the FASB issued ASU No. 2015-17, which amends ASC Topic 740, “Income Taxes.” This amendment aligns the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards. International Accounting Standard 1, Presentation of Financial Statements , requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets be offset and presented as a single amount is not affected by the amendments in this update. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

In March 2016, the FASB is sued ASU No. 2016-05, which amends ASC Topic 815, “Derivatives and Hedging.” This amendment clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 and may be applied on either a pr ospective basis or a modified retrospective basis. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. 2016-09, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 15 — Supplemental Financial Information

Consolidated Balance Sheets Information

Deferred revenues from drilling contracts totaled $173 million and $180 million at March 31, 2016 and December 31, 2015, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled $69 million at March 31, 2016 as compared to $78 million at December 31, 2015, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

In April 2015, we agreed to contract dayrate reductions for five rigs working for Saudi Arabian Oil Company (“Saudi Aramco”), which were effective from January 1, 2015 through December 31, 2015. During the first quarter of 2016, we agreed to further contract dayrate reductions for the remaining four contracted rigs through the end of 2016. Given current market conditions and based on discussions with the customer, we do not expect the rates to return to the original contract rates. In accordance with accounting guidance, we are recognizing the reductions on a straight-line basis over the remaining life of the existing Saudi Aramco contracts. At March 31, 2016 and December 31, 2015, revenues recorded in excess of billings as a result of this recognition totaled $45 million and $53 million, respectively, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

Consolidated Statements of Cash Flows Information

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows.

	Noble-UK						Noble-Cayman
	Three months ended						Three months ended
	March 31,						March 31,
	2016			2015			2016			2015
Accounts receivable	$	(7,086	)	$	(24,890	)	$	(7,086	)	$	(24,890	)
Other current assets		20,750			102,206			18,739			76,635
Other assets		23,845			13,827			23,845			13,825
Accounts payable		(48,925	)		676			(48,619	)		1,284
Other current liabilities		(50,889	)		(58,682	)		(45,885	)		(52,979	)
Other liabilities		(25,191	)		(18,379	)		(25,192	)		(18,380	)
	$	(87,496	)	$	14,758		$	(84,198	)	$	(4,505	)

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 16 — Information about Noble-Cayman

Guarantees of Registered Securities

Noble-Cayman, or one or more wholly-owned subsidiaries of Noble-Cayman, are a co-issuer or full and unconditional guarantor or otherwise obligated as of March 31, 2016 as follows:

	Issuer
Notes	(Co-Issuer(s))	Guarantor
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$250 million 5.00% Senior Notes due 2018	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	NHC	Noble-Cayman
	Noble Drilling Holding, LLC ("NDH")
	Noble Drilling Services 6 LLC ("NDS6")
$500 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$400 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$400 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$450 million 6.95% Senior Notes due 2025	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman
$400 million 7.95% Senior Notes due 2045	NHIL	Noble-Cayman

The following condensed consolidating financial statements of Noble-Cayman, NHC, NDH, NHIL, NDS6 and all other subsidiaries present investments in both consolidated and unconsolidated affiliates using the equity method of accounting.

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2016

(in thousands)

												Other
												Non-guarantor
	Noble -											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	8	$	—	$	71		$	—	$	—	$	235,344		$	—		$	235,423
Accounts receivable		—		—		21,702			—		—		484,315			—			506,017
Taxes receivable		—		12,124		—			—		—		43,193			—			55,317
Short-term notes receivable from affiliates		—		—		119,476			—		—		171,925			(291,401	)		—
Accounts receivable from affiliates		930,359		471,793		138,267			92,764		60,439		3,443,616			(5,137,238	)		—
Prepaid expenses and other current assets		105		—		1,799			—		—		149,063			—			150,967
Total current assets		930,472		483,917		281,315			92,764		60,439		4,527,456			(5,428,639	)		947,724
Property and equipment, at cost		—		—		1,900,406			—		—		12,198,091			—			14,098,497
Accumulated depreciation		—		—		(365,767	)		—		—		(2,346,406	)		—			(2,712,173	)
Property and equipment, net		—		—		1,534,639			—		—		9,851,685			—			11,386,324
Notes receivable from affiliates		3,304,798		—		236,921			1,587,927		5,000		1,762,825			(6,897,471	)		—
Investments in affiliates		5,294,156		1,949,551		2,340,680			9,557,179		7,975,626		—			(27,117,192	)		—
Other assets		5,539		—		7,697			—		—		92,898			—			106,134
Total assets	$	9,534,965	$	2,433,468	$	4,401,252		$	11,237,870	$	8,041,065	$	16,234,864		$	(39,443,302	)	$	12,440,182
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt		—		—		—			299,523		—		—			—			299,523
Accounts payable		—		—		5,524			—		—		135,593			—			141,117
Accrued payroll and related costs		—		—		4,965			—		—		47,989			—			52,954
Accounts payable to affiliates		1,232,826		61,428		2,088,145			96,868		7,139		1,650,832			(5,137,238	)		—
Taxes payable		—		10,850		—			—		—		81,995			—			92,845
Interest payable		—		—		—			41,403		630		—			—			42,033
Other current liabilities		16		—		4,223			—		—		93,842			—			98,081
Total current liabilities		1,232,842		244,203		2,102,857			437,794		7,769		2,129,727			(5,428,639	)		726,553
Long-term debt		—		—		—			3,662,729		201,331		—			—			3,864,060
Notes payable to affiliates		1,518,363		—		461,380			1,414,151		124,215		3,379,362			(6,897,471	)		—
Deferred income taxes		—		—		1,314			—		—		69,436			—			70,750
Other liabilities		19,929		—		27,214			—		—		247,709			—			294,852
Total liabilities		2,771,134		244,203		2,592,765			5,514,674		333,315		5,826,234			(12,326,110	)		4,956,215
Commitments and contingencies		—		—		—			—		—		—			—			—
Total shareholder equity		6,763,831		2,189,265		1,808,487			5,723,196		7,707,750		9,248,066			(26,676,764	)		6,763,831
Noncontrolling interests		—		—		—			—		—		1,160,564			(440,428	)		720,136
Total equity		6,763,831		2,189,265		1,808,487			5,723,196		7,707,750		10,408,630			(27,117,192	)		7,483,967
Total liabilities and equity	$	9,534,965	$	2,433,468	$	4,401,252		$	11,237,870	$	8,041,065	$	16,234,864		$	(39,443,302	)	$	12,440,182

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2015

(in thousands)

												Other
												Non-guarantor
	Noble-											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	1,627	$	—	$	2,101		$	—	$	—	$	508,067		$	—		$	511,795
Accounts receivable		—		—		9,381			—		—		489,550			—			498,931
Taxes receivable		—		12,124		27			—		—		43,291			—			55,442
Short-term notes receivable from affiliates		—		—		119,476			—		—		171,925			(291,401	)		—
Accounts receivable from affiliates		626,305		451,201		128,457			811,785		67,684		3,445,590			(5,531,022	)		—
Prepaid expenses and other current assets		246		—		1,696			—		—		166,527			—			168,469
Total current assets		628,178		463,325		261,138			811,785		67,684		4,824,950			(5,822,423	)		1,234,637
Property and equipment, at cost		—		—		1,877,520			—		—		12,177,038			—			14,054,558
Accumulated depreciation		—		—		(344,591	)		—		—		(2,227,740	)		—			(2,572,331	)
Property and equipment, net		—		—		1,532,929			—		—		9,949,298			—			11,482,227
Notes receivable from affiliates		3,304,652		—		236,921			1,587,927		5,000		2,435,154			(7,569,654	)		—
Investments in affiliates		5,159,064		2,174,480		3,001,327			9,752,912		7,438,397		—			(27,526,180	)		—
Other assets		5,954		—		7,496			—		—		118,869			—			132,319
Total assets	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt		—		—		—			299,924		—		—			—			299,924
Accounts payable		—		—		10,676			—		—		210,401			—			221,077
Accrued payroll and related costs		—		—		6,584			—		—		74,780			—			81,364
Accounts payable to affiliates		868,046		60,100		2,440,965			96,543		6,426		2,058,942			(5,531,022	)		—
Taxes payable		—		917		—			—		—		87,191			—			88,108
Interest payable		—		—		—			68,549		4,412		—			—			72,961
Other current liabilities		40		—		4,108			—		—		92,183			—			96,331
Total current liabilities		868,086		232,942		2,462,333			465,016		10,838		2,642,973			(5,822,423	)		859,765
Long-term debt		—		—		—			3,961,338		201,300		—			—			4,162,638
Notes payable to affiliates		1,518,363		—		461,379			2,086,480		124,216		3,379,216			(7,569,654	)		—
Deferred income taxes		—		—		1,529			—		—		91,268			—			92,797
Other liabilities		19,929		—		25,312			—		—		274,271			—			319,512
Total liabilities		2,406,378		232,942		2,950,553			6,512,834		336,354		6,387,728			(13,392,077	)		5,434,712
Commitments and contingencies
Total shareholder equity		6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		9,781,284			(27,089,922	)		6,691,470
Noncontrolling interests		—		—		—			—		—		1,159,259			(436,258	)		723,001
Total equity		6,691,470		2,404,863		2,089,258			5,639,790		7,174,727		10,940,543			(27,526,180	)		7,414,471
Total liabilities and equity	$	9,097,848	$	2,637,805	$	5,039,811		$	12,152,624	$	7,511,081	$	17,328,271		$	(40,918,257	)	$	12,849,183

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2016

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	52,207		$	—		$	—		$	557,474		$	(18,314	)	$	591,367
Reimbursables		—			—			746			—			—			19,860			—			20,606
Other		—			—			—			—			—			600			—			600
Total operating revenues		—			—			52,953			—			—			577,934			(18,314	)		612,573
Operating costs and expenses
Contract drilling services		1,745			7,395			14,558			32,314			—			211,592			(18,314	)		249,290
Reimbursables		—			—			542			—			—			15,464			—			16,006
Depreciation and amortization		—			—			21,461			—			—			128,212			—			149,673
General and administrative		419			3,315			—			14,545			—			(7,674	)		—			10,605
Total operating costs and expenses		2,164			10,710			36,561			46,859			—			347,594			(18,314	)		425,574
Operating income (loss)		(2,164	)		(10,710	)		16,392			(46,859	)		—			230,340			—			186,999
Other income (expense)
Income (loss) of unconsolidated affiliates		135,092			53,855			(13,583	)		176,354			137,371			—			(489,089	)		—
Interest expense, net of amounts capitalized		(17,556	)		(1,327	)		(2,748	)		(61,409	)		(4,275	)		(4,399	)		34,614			(57,100	)
Interest income and other, net		1,649			(4	)		3,476			15,321			69			13,370			(34,614	)		(733	)
Income before income taxes		117,021			41,814			3,537			83,407			133,165			239,311			(489,089	)		129,166
Income tax provision		—			(10,082	)		(205	)		—			—			16,790			—			6,503
Net income		117,021			31,732			3,332			83,407			133,165			256,101			(489,089	)		135,669
Net income attributable to noncontrolling interests		—			—			—			—			—			(22,816	)		4,168			(18,648	)
Net income attributable to Noble Corporation		117,021			31,732			3,332			83,407			133,165			233,285			(484,921	)		117,021
Other comprehensive income, net		2,537			—			—			—			—			2,537			(2,537	)		2,537
Comprehensive income attributable to Noble Corporation	$	119,558		$	31,732		$	3,332		$	83,407		$	133,165		$	235,822		$	(487,458	)	$	119,558

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three months Ended March 31, 2015

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	75,059		$	—		$	—		$	737,807		$	(33,505	)	$	779,361
Reimbursables		—			—			2,379			—			—			22,602			—			24,981
Total operating revenues		—			—			77,438			—			—			760,409			(33,505	)		804,342
Operating costs and expenses
Contract drilling services		1,815			8,291			29,378			22,839			—			290,661			(33,505	)		319,479
Reimbursables		—			—			1,482			—			—			18,675			—			20,157
Depreciation and amortization		—			—			17,368			—			—			136,498			—			153,866
General and administrative		457			3,388			—			8,349			—			14			—			12,208
Total operating costs and expenses		2,272			11,679			48,228			31,188			—			445,848			(33,505	)		505,710
Operating income (loss)		(2,272	)		(11,679	)		29,210			(31,188	)		—			314,561			—			298,632
Other income (expense)
Income (loss) of unconsolidated affiliates		216,726			32,081			55,024			289,758			179,050			—			(772,639	)		—
Interest expense, net of amounts capitalized		(24,753	)		(1,019	)		(3,255	)		(48,336	)		(6,216	)		(13,727	)		48,262			(49,044	)
Interest income and other, net		2,730			4,832			12,712			20,779			1,399			12,258			(48,262	)		6,448
Income before income taxes		192,431			24,215			93,691			231,013			174,233			313,092			(772,639	)		256,036
Income tax provision		—			(16,093	)		(379	)		—			—			(27,086	)		—			(43,558	)
Net income		192,431			8,122			93,312			231,013			174,233			286,006			(772,639	)		212,478
Net income attributable to noncontrolling interests		—			—			—			—			—			(30,464	)		10,417			(20,047	)
Net income attributable to Noble Corporation		192,431			8,122			93,312			231,013			174,233			255,542			(762,222	)		192,431
Other comprehensive loss, net		(5,363	)		—			—			—			—			(5,363	)		5,363			(5,363	)
Comprehensive income attributable to Noble Corporation	$	187,068		$	8,122		$	93,312		$	231,013		$	174,233		$	250,179		$	(756,859	)	$	187,068

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three months Ended March 31, 2016

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	(8,420	)	$	(12,190	)	$	20,809		$	(120,093	)	$	(7,988	)	$	315,632		$	—	$	187,750
Cash flows from investing activities
Capital expenditures		—			—			(14,575	)		—			—			(74,749	)		—		(89,324	)
Proceeds from disposal of assets		—			—			—			—			—			3,031			—		3,031
Net cash from investing activities		—			—			(14,575	)		—			—			(71,718	)		—		(86,293	)
Cash flows from financing activities
Repayment of long-term debt		—			—			—			(300,000	)		—			—			—		(300,000	)
Dividends paid to noncontrolling interests		—			—			—			—			—			(21,513	)		—		(21,513	)
Distributions to parent company, net		(56,316	)		—			—			—			—			—			—		(56,316	)
Advances (to) from affiliates		63,117			12,190			(8,264	)		420,093			7,988			(495,124	)		—		—
Net cash from financing activities		6,801			12,190			(8,264	)		120,093			7,988			(516,637	)		—		(377,829	)
Net change in cash and cash equivalents		(1,619	)		—			(2,030	)		—			—			(272,723	)		—		(276,372	)
Cash and cash equivalents, beginning of period		1,627			—			2,101			—			—			508,067			—		511,795
Cash and cash equivalents, end of period	$	8		$	—		$	71		$	—		$	—		$	235,344		$	—	$	235,423

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three months Ended March 31, 2015

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	(27,097	)	$	36,360		$	33,705		$	(102,007	)	$	(8,568	)	$	426,630		$	—	$	359,023
Cash flows from investing activities
Capital expenditures		—			—			(27,344	)		—			—			(90,973	)		—		(118,317	)
Net cash from investing activities		—			—			(27,344	)		—			—			(90,973	)		—		(118,317	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(1,099,497	)		—			—			—			—			—			—		(1,099,497	)
Repayment of long-term debt		—			—			—			1,092,728			—			—			—		1,092,728
Debt issuance costs on senior notes and credit facilities		(6,392	)		—			—			(8,383	)		—			—			—		(14,775	)
Dividends paid to noncontrolling interests		—			—			—			—			—			(19,369	)		—		(19,369	)
Distributions to parent company, net		(186,597	)		—			—			—			—			—			—		(186,597	)
Advances (to) from affiliates		1,319,583			(36,360	)		(6,344	)		(982,338	)		8,568			(303,109	)		—		—
Net cash from financing activities		27,097			(36,360	)		(6,344	)		102,007			8,568			(322,478	)		—		(227,510	)
Net change in cash and cash equivalents		—			—			17			—			—			13,179			—		13,196
Cash and cash equivalents, beginning of period		5			—			254			—			—			65,521			—		65,780
Cash and cash equivalents, end of period	$	5		$	—		$	271		$	—		$	—		$	78,700		$	—	$	78,976

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, 2016, and our results of operations for the three months ended March 31, 2016 and 2015. The following discussion should be read in conjunction with the 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, 2015 filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our financial position, business strategy, impairments, repayment of debt, credit ratings, borrowings under our credit facility or other instruments, sources of funds, completion, delivery dates and acceptance of any newbuild rigs, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any 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, construction 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 or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” 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 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 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 U.S., actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, violations of anti-corruption laws, 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, 2015, our Quarterly Reports on Form 10-Q and in our other filings with the U.S. 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.

Executive Overview

We are a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of the filing date of this Quarterly Report on Form 10-Q, our fleet consisted of 14 jackups, eight drillships and eight semisubmersibles, including one high-specification, harsh environment jackup under construction.

Outlook

The business environment for offshore drillers during the first three months of 2016 remained challenging. The rig capacity imbalance, caused in part by the addition of newbuild units and rigs completing current contracts, continued to increase while customer demand for these rigs has remained weak. Beginning in June 2014, the price of oil, a key factor in determining customer activity levels, began to decline rapidly, with the Brent crude price declining from approximately $112 per barrel on June 30, 2014 to as low as $30 per barrel in January 2016, before improving to $40 per barrel on March 31, 2016. Although the price improvement during the first quarter of 2016 from the January lows is encouraging, it is not expected to stimulate customer spending in 2016. The drilling programs of operators are expected to remain curtailed, especially exploration activity, until higher, sustainable prices are achieved. Until then further deterioration in rig utilization and dayrates is possible. While there have been a number of rig retirements since 2014, and more are expected over the next two years, the rig capacity imbalance has not been corrected.

We expect that the business environment for the remainder of 2016 and into 2017 will remain challenging and could potentially deteriorate further. The present level of global economic activity, the potential increase of oil supply from Iran and a lack of production cuts within the Organization of Petroleum Exporting Countries are contributing to an uncertain oil price environment, leading to a persistent disruption in our customers’ exploration and production spending plans. Capital expenditures undertaken by the offshore drilling industry in recent years have increased the supply of drilling rigs and current and expected demand from customers during the remainder of 2016 is not expected to support this current supply. In general, recent contract awards, have been short-term in nature and subject to an extremely competitive bidding process. We cannot give any assurances as to when conditions in the offshore drilling market will improve, or when there will be higher demand for contract drilling services or a decline in the supply of available drilling rigs. While current market conditions persist, we will continue to focus on operating efficiency, cost control, managing liquidity and operating margin preservation, which could include the stacking or retirement of additional drilling rigs.

We believe in the long-term fundamentals for the industry, especially for those contractors with a modern fleet of high-specification rigs like ours. Also, we believe the ultimate market recovery will benefit from any sustained under-investment by customers during this current phase of the market cycle.

Consistent with our policy, we evaluate property and equipment for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Further declines in the offshore drilling market, or lack of recovery in market conditions, to the extent actual results do not meet our estimated assumptions, may lead to potential impairments in the future.

Results and Strategy

Our business strategy focuses on deepwater drilling and high-specification jackups and the deployment of our drilling rigs in important oil and gas basins around the world.

We have expanded our offshore deepwater drilling and high-specification jackup capabilities through the construction of rigs. Currently, we have one newbuild project remaining, the heavy-duty, harsh environment jackup, Noble Lloyd Noble , which is scheduled to commence operations under a four-year contract in the North Sea during the fourth quarter of 2016. Although we plan to focus on capital preservation and liquidity based on current market conditions, we also plan to continue to evaluate opportunities as they arise from time to time to enhance our fleet, particularly focusing on higher specification rigs, to execute the increasingly more complex drilling programs required by our customers.

While we cannot predict the future level of demand or dayrates for our services, or future conditions in the offshore contract drilling industry, we believe we are strategically well positioned.

Spin-off of Paragon Offshore plc

Contract Drilling Services Ba cklog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of March 31, 2016, the amount of our contract drilling services backlog and the percent of available operating days committed for the periods indicated:

			Year Ending December 31,
	Total		2016 (1)			2017			2018			2019			2020-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ^(4)(5)(7)	$	4,789	$	1,190		$	1,063		$	658		$	508		$	1,370
Jackups ⁽³⁾		1,446		444			455			285			159			103
Total ⁽²⁾	$	6,235	$	1,634		$	1,518		$	943		$	667		$	1,473
Percent of Available Days Committed ⁽⁶⁾
Semisubmersibles/Drillships				54	%		36	%		25	%		20	%		13	%
Jackups				87	%		66	%		36	%		7	%		1	%
Total				69	%		50	%		30	%		14	%		8	%

(1)	Represents a nine month period beginning April 1, 2016.

(2)	Some of our drilling contracts provide the customer with certain early termination rights and, in very limited cases, these termination rights require minimal or no notice or financial penalties. However, as of April 22, 2016, we have not received any notification of contract cancellations.

(3)

Our Saudi Aramco contract rates were adjusted downward for 2016. Given current market conditions and based on discussions with the customer, we do not expect the rates to return to the original contract rates. Instead, we expect the contract rates to be in the general range of the amended rates for 2016 through the end of each respective contract. Backlog for these contracts has been prepared assuming the reduced rates for 2016 apply for the remainder of the contract.

(4)

Three of our long-term contracts with Shell, relating to the Noble Bully II , Noble Globetrotter I and Noble Globetrotter II , respectively, contain dayrate adjustment clauses after the initial five-year contract term. After the initial five-year term, dayrates adjust up or down every six months based on a discount to a market basket of comparable dayrates, all as defined in the contracts. These contracts commence indexing in April 2017, July 2017 and September 2018 for the Noble Bully II , Noble Globetrotter I and Noble Globetrotter II , respectively. There can be no assurance regarding the level of future dayrates under these market-indexed contracts. For every $50,000 change in dayrate under one of these contracts, our backlog would be adjusted by approximately $91 million. The backlog shown herein assumes the initial dayrate continues for the entirety of the contract because of the lack of relevant available market data. Should the current adverse market conditions persist into 2017, 2018 or beyond, we would expect a material reduction to dayrates as compared to the initial five-year term rate.

(5)

The Noble Sam Croft and Noble Tom Madden remain under contract with a subsidiary of Freeport-McMoRan Inc. (“Freeport”) into July 2017 and November 2017, respectively. Freeport has announced plans to reorganize their oil and gas subsidiary and reduce the number of rigs the subsidiary utilizes in the U.S. Gulf of Mexico. We are currently in discussion with Freeport regarding these contracts to determine whether there is a mutually beneficial arrangement that appropriately addresses the interests of each party. The impact to backlog from these discussions is uncertain, including both the amount and timing of backlog ultimately realized. The amount of backlog attributable to the Freeport contracts is $682 million, or 11 percent of total backlog at March 31, 2016.

(6)

Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period, or committed days, by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Committed days do not include the days that a rig is stacked or the days that a rig is expected to be out of service for significant overhaul, repairs or maintenance. Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rig that is scheduled to commence operations during 2016.

(7)

Noble and a subsidiary of Shell are involved in joint ventures that own and operate both the Noble Bully I and the Noble Bully II . Under the terms of the joint venture agreements, each party has an equal 50 percent share in both rigs. As of March 31, 2016, the combined amount of backlog for these rigs totals approximately $1.2 billion, all of which is included in our backlog. Noble’s proportional interest in the backlog for these rigs totals $588 million.

Our contract drilling services backlog reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to result in binding drilling contracts. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. As of March 31, 2016, our contract drilling services backlog did not include any letters of intent.

We calculate backlog for any given unit and period by multiplying the full contractual operating dayrat e for such unit by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significan t to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.

The 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 set forth in the table above due to various factors, including, but not limited to, 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 – We can provide no assurance that our current backlog of contract drilling revenue will be ultimately realized” in our Annual Report on Form 10-K for the year ended December 31, 2015.

As of March 31, 2016, Shell and Freeport represented approximately 64 percent and 11 percent of our backlog, respectively.

Results of Operations

For the Three Months Ended March 31, 2016 and 2015

Net income attributable to Noble-UK for the three months ended March 31, 2016 (the “Current Quarter”) was $105 million, or $0.42 per diluted share, on operating revenues of $612 million, compared to net income for the three months ended March 31, 2015 (the “Comparable Quarter”) of $178 million, or $0.72 per diluted share, on operating revenues of $804 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, and the reasons for material changes in the amount of revenue and expense items between the Current Quarter and the Comparable Quarter, would be the same as the information presented below regarding Noble-UK in all material respects, except operating income for Noble-Cayman for the three months ended March 31, 2016 and 2015 was $12 million and $14 million higher, respectively, than operating income for Noble-UK for the same periods. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates

Operating results for our contract drilling services segment are dependent on three primary metrics: rig utilization, operating days and dayrates. The following table sets forth the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended March 31, 2016 and 2015:

	Average Rig						Operating							Average
	Utilization ⁽¹⁾						Days ⁽²⁾							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	March 31,						March 31,							March 31,
	2016			2015			2016		2015		% Change			2016		2015		% Change
Jackups		84	%		92	%		981		990		-1	%	$	134,868	$	172,700		-22	%
Semisubmersibles		48	%		65	%		350		493		-29	%		258,786		392,777		-34	%
Drillships		100	%		100	%		728		810		-10	%		506,141		512,259		-1	%
Total		79	%		86	%		2,059		2,293		-10	%	$	287,169	$	339,961		-16	%

(1)

We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.

(2)	Information reflects the number of days that our rigs were operating under contract.

Contract D rilling Services

The following table sets forth the operating results for our contract drilling services segment for the three months ended March 31, 2016 and 2015 (dollars in thousands):

	Three Months Ended
	March 31				Change
	2016		2015		$			%
Operating revenues:
Contract drilling services	$	591,367	$	779,361	$	(187,994	)		-24	%
Reimbursables ⁽¹⁾		20,606		24,981		(4,375	)		-18	%
	$	611,973	$	804,342	$	(192,369	)		-24	%
Operating costs and expenses:
Contract drilling services	$	251,248	$	321,750	$	(70,502	)		-22	%
Reimbursables ⁽¹⁾		16,006		20,157		(4,151	)		-21	%
Depreciation and amortization		144,029		148,208		(4,179	)		-3	%
General and administrative		19,540		23,938		(4,398	)		-18	%
		430,823		514,053		(83,230	)		-16	%
Operating income	$	181,150	$	290,289	$	(109,139	)		-38	%

(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.

Operating Revenues. Changes in contract drilling services revenues for the Current Quarter as compared to the Comparable Quarter were driven by a decrease in both average dayrates and operating days. The 16 percent decrease in average dayrates reduced revenues by $108 million, and the 10 percent decrease in operating days reduced revenues by $80 million.

The decrease in contract drilling services revenues related to our semisubmersibles, drillships and jackups, which generated $103 million, $46 million and $39 million less revenue, respectively, than in the Comparable Quarter.

The $103 million decrease in semisubmersible revenue was driven by a 29 percent decline in operating days and a 34 percent decline in average dayrates, resulting in a $56 million and $47 million decline in revenues, respectively, from the Comparable Quarter. The decrease in both operating days and average dayrates was primarily attributable to the Current Quarter contract completions for the Noble Clyde Boudreaux , the Noble Jim Day , the Noble Amos Runner and the Noble Danny Adkins . The decrease in revenue was partially offset by the Noble Paul Romano , which was operational during the Current Quarter but was off contract during the Comparable Quarter.

The $46 million decrease in drillship revenues was driven by a 10 percent decrease in operating days and a 1 percent decrease in average dayrates, resulting in a $42 million and a $4 million decrease in revenues, respectively, from the Comparable Quarter. The decrease in operating days was the result of the retirement and subsequent sale of the Noble Discoverer, which was operational in the Comparable Quarter. The decrease in average dayrates was driven by the Noble Discoverer as noted above and unfavorable dayrate changes on contracts across the drillship fleet.

The $39 million decrease in jackup revenues was driven by a 22 percent decrease in average dayrates and a 1 percent decrease in operating days, resulting in a $37 million and a $2 million decrease in revenues, respectively, from the Comparable Quarter. The decrease in both average dayrates and operating days was primarily driven by the Noble Regina Allen, which was off contract during the Current Quarter but operational during the Comparable Quarter, and the retirement of the Noble Charles Copeland , which was operational in the Comparable Quarter. Additionally, unfavorable dayrate changes on contracts across the jackup fleet contributed to the decrease in average dayrates. This was partially offset by the commencement of the newbuilds, the Noble Tom Prosser and the Noble Sam Hartley , which commenced their contracts in October 2015 and January 2016, respectively.

Operating Costs and Expenses. Contract drilling services operating costs and expenses decreased $71 million for the Current Quarter as compared to the Comparable Quarter. This was due to decreased costs of $37 million related to idle or stacked rigs and $34 million related to the retirement of the Noble Discoverer , the Noble Jim Thompson , the Noble Driller , the Noble Charles Copeland and the Noble Paul Wolff . This was partially offset by crew-up and operating expenses for our newbuild rigs as they commenced, or prepared to commence, operating under contracts, which added approximately $8 million in expense in the Current Quarter. The remaining $8 million decrease in costs was driven by a $6 million decrease in repair and maintenance costs, a $1 million decrease in insurance costs related to our policy renewal in March 2015 and a $1 million decrease in other rig-related expenses.

The $4 million decrease in depreciation and amortization in the Current Quarter from the Comparable Quarter was primarily attributable to the retirement of the five rigs discussed above, partially offset by the newbuild rigs placed in service.

Other Income and Expenses

General and administrative expenses. Overall, general and administrative expenses decreased $4 million in the Current Quarter as compared to the Comparable Quarter primarily as a result of decreased employee related costs of $2 million and legal and other professional fees of $2 million.

Interest Expense, net of amount capitalized. Interest expense, net of amount capitalized, increased $8 million in the Current Quarter as compared to the Comparable Quarter. The increase is a result of the issuance of $1.1 billion of senior notes in March 2015, coupled with a reduction in capitalized interest in the Current Quarter as compared to the Comparable Quarter due to the completion of construction on two of our newbuild jackups. During the Current Quarter, we capitalized approximately 6 percent of total interest charges versus approximately 10 percent during the Comparable Quarter. This was partially offset by the repayment of our $350 million 3.45% Senior Notes and our $300 million 3.05% Senior Notes in August 2015 and March 2016, respectively.

Income Tax Provision. Our income tax provision decreased $50 million in the Current Quarter driven by a lower effective tax rate and lower pre-tax income than in the Comparable Quarter. The decrease in the worldwide effective tax rate during the Current Quarter generated a $28 million decrease in income tax expense as compared to the Comparable Quarter, and was primarily a result of the recognition of a favorable discrete item in the Current Quarter, coupled with the geographic mix of income and sources of revenue. Additionally, the decrease in pre-tax earnings generated a $22 million decrease in income tax expense.

Liquidity and Capital Resources

Overview

Net cash from operating activities was $175 million in the Current Quarter and $369 million in the Comparable Quarter. The decrease in net cash from operating activities in the Current Quarter was primarily attributable to decreases in other current assets and accounts payable. We had working capital of $223 million and $377 million at March 31, 2016 and December 31, 2015, respectively.

Net cash used in investing activities in the Current Quarter was $86 million as compared to $118 million in the Comparable Quarter. The variance primarily relates to lower capital expenditures related to our major projects and newbuild expenditures.

Net cash used in financing activities in the Current Quarter was $365 million as compared to $237 million in the Comparable Quarter. During the Current Quarter, our primary uses of cash included the repayment of our $300 million 3.05% Senior Notes in March 2016, coupled with shareholder dividend payments of approximately $38 million, and dividends paid to noncontrolling interests of approximately $22 million. Our total debt as a percentage of total debt plus equity was 36 percent at March 31, 2016, down from 38 percent at December 31, 2015 as a result of the repayment of certain maturing notes in 2016.

Our principal source of capital in the Current Quarter was cash generated from operating activities. Cash generated during the Current Quarter was primarily used for the following:

normal recurring operating expenses;

repayment of our $300 million 3.05% Senior Notes;

payment of our quarterly dividends; and

capital expenditures.

Our currently anticipated cash flow needs, both in the short-term and long-term, may include the following:

normal recurring operating expenses;

committed and discretionary capital expenditures;

repayment of debt; and

payments of dividends.

We currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, borrowings under our existing credit facility, potential issuances of long-term debt, or asset sales. However, to adequately cover our expected 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 or other payments as necessary.

At March 31, 2016, we had a total contract drilling services backlog of approximately $6.2 billion. Our backlog as of March 31, 2016 includes a commitment of 69 percent of available days for the remainder of 2016 and 50 percent of available days for 2017. For additional information regarding our backlog, se e “Contract Drilling Services Backlog.”

Capital Expenditures

Capital expenditures, including capitalized interest, totaled $51 million and $89 million for the three months ended March 31, 2016 and 2015, respectively. Capital expenditures during the first three months of 2016 consisted of the following:

$41 million for sustaining capital, major projects, subsea related expenditures and upgrades and replacements to drilling equipment;

$6 million in newbuild expenditures, including costs for the Noble Lloyd Noble and trailing costs on our recently completed newbuilds; and

$4 million in capitalized interest.

Our total capital expenditure estimate for 2016 is approximately $798 million, which includes capitalized interest that may fluctuate as a result of the timing of completion of ongoing projects.

In connection with our capital expenditure program, as of March 31, 2016, we had outstanding commitments, including shipyard and purchase commitments, for approximately $570 million, all of which we expect to spend within the next twelve months.

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, 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 and changes in design criteria or specifications during repair or construction.

Dividends

Share Repurchases

In December 2014, we received shareholder approval to repurchase up to 37 million additional ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. The authority to make such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which was held on April 22, 2016.

Credit Facility and Senior Unsecured Notes

Credit Facility and Commercial Paper Program

We also have a commercial paper program that allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our credit facility and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our credi t facility. Access to our commercial paper program is dependent upon our credit ratings. As our credit ratings are below investment grade, we are currently prohibited from accessing the commercial paper market.

As of March 31, 2016, we had no amounts drawn on our credit facility.

Our credit facility and certain of our senior notes, as discussed below, have provisions which vary the applicable interest rates based upon our credit ratings.

Senior Unsecured Notes

Our total debt related to senior unsecured notes was $4.2 billion at March 31, 2016 as compared to $4.5 billion at December 31, 2015. The decrease in senior unsecured notes outstanding is a result of the issuance of $1.1 billion aggregate principal amount of senior notes in March 2015, which we issued through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”). These senior notes were issued in three separate tranches, comprised of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The interest rates for these Senior Notes are subject to adjustment from time to time upon a change to our debt rating, pursuant to the terms of these Senior Notes. In February 2016, as a result of a reduction in our debt rating below investment grade, the interest rates on these Senior Notes were increased to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional 100 basis points).

In March 2016, we repaid our $300 million 3.05% Senior Notes using cash on hand.

Our $300 million 2.50% Senior Notes mature during the first quarter of 2017. We anticipate using cash on hand to repay the outstanding balances.

Covenants

In addition to the covenants from the credit facility noted 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. In addition, there are restrictions on incurring or assuming certain liens and entering into sale and lease-back transactions. At March 31, 2016, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2016.

New Accounting Pronouncements

2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is not permitted. In March 2016 a nd April 2016, the FASB issued ASU No. 2016-08 and ASU No. 2016-10, respectively. The amendments in ASU No. 2016-08 and ASU No. 2016-10 do not change the core principle of ASU No. 2014-09, but instead clarify the implementation guidance on principle versus agent considerations and identify performance obligations and the licensing implementation guidance, respectively. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and have not made an y decision on the method of adoption.

In February 2015, the FASB issued ASU No. 2015-02, which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In April 2015, the FASB issued ASU No. 2015-03, which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance requires debt issuance costs to be presented in the balance sheet as a direct reduction from the associated debt liability. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. In August 2015, the FASB issued ASU No. 2015-15 which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance allows a debt issuance cost related to a line-of-credit to be presented in the balance sheet as an asset and subsequently amortized ratably over the term of the line-of credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The new guidance is applied on a retrospective basis. In accordance with our adoption of ASU No. 2015-03, unamortized debt issuance costs related to our senior notes of approximately $26 million as of December 31, 2015, which were previously included in “Other assets,” are included in either “Current maturities of long-term debt” or “Long-term debt” in the accompanying Consolidated Balance Sheets, based upon the maturity date of the respective senior notes.

measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fi scal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This guidance is effective for interim and annual reportin g periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

In November 2015, the FASB issued ASU No. 2015-17, which amends ASC Topic 740, “Income Taxes.” This amendment aligns the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards. International Accounting Standard 1, Presentation of Financial Statements, requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets be offset and presented as a single amount is not affected by the amendments in this update. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. 2016-05, which amends ASC Topic 815, “Derivatives and Hedging.” This amendment clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria continue to be met. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016 and may be applied on either a prospective basis or a modified retrospective basis. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential for loss due to a 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 subject to market risk exposure related to changes in interest rates on borrowings under the credit facility and commercial paper program. Interest on borrowings under the credit facility is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreement. At March 31, 2016, we had no borrowings outstanding under our credit facility and commercial paper program, which is supported by the credit facility.

Access to our commercial paper program is dependent upon our credit ratings. A s a result of our credit ratings being below investment grade , we are currently prohibit ed from accessin g t he commercial paper market.

Our credit facility and certain of our senior notes have provisions which vary the applicable interest rates based upon our credit ratings. In February 2016, as a result of a reduction in our debt rating below investment grade, the interest rates on our $250 million of 4.00% Senior Notes due 2018, our $450 million of 5.95% Senior Notes due 2025 and our $400 million of 6.95% Senior Notes due 2045 were increased to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. The interest rates on these Senior Notes may be further increased if our debt rating were to be downgraded further (up to a maximum of an additional 100 basis points).

We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in interest rates and market perceptions of our credit risk. The fair value of our total debt was $2.7 billion and $3.3 billion at March 31, 2016 and December 31, 2015, respectively. The decrease in the fair value of debt relates to the overall decline of our sector in the marketplace coupled with the repayment of our $300 million 3.05% Senior Notes, which matured in March 2016.

Foreign Currency Risk

Although we are a UK company, we define foreign currency as any non-U.S. denominated currency. Our functional currency is primarily the U.S. Dollar, which is consistent with the oil and gas industry. However, outside the United States, a portion of our expenses are incurred in local currencies. Therefore, when the U.S. Dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in U.S. 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 Sheet and in “Accumulated other comprehensive loss” (“AOCL”). Amounts recorded in AOCL 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 regions, including our operations in the North Sea and Australia, 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 settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of 2016 represent approximately 60 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately $36 million at March 31, 2016. Total unrealized gains related to these forward contracts were approximately $1 million as of March 31, 2016 and were recorded as part of AOCL. A 10 percent change in the exchange rate for the local currencies would change the fair value of these forward contracts by approximately $4 million.

Market Risk

We have a U.S. noncontributory defined benefit pension plan that covers certain salaried employees and a U.S. 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 U.S. 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 U.S. plans when required. The benefit amount that can be covered by the qualified U.S. plans is limited under ERISA and the Internal Revenue Code (“IRC”) 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 U.S. plan. We refer to the qualified U.S. plans and the excess benefit plan collectively as the “U.S. plans.”

In addition to the U.S. plans, each of Noble Drilling (Land Support) Limited and Noble Resources Limited, both indirect, wholly-owned subsidiaries 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 (collectively referred to as our “non-U.S. plans”). Benefits are based on credited service and employees’ compensation, as defined by the plans.

Changes in market asset values related to the pension plans noted above could have a material impact upon our Consolidated Statement of Comprehensive Income and could result in material cash expenditures in future periods.

Item 4. Controls and Procedures

David W. Williams, Chairman, President and Chief Executive Officer of Noble-UK, and Dennis J. Lubojacky, Chief Financial Officer, Vice President, Controller and Treasurer of Noble-UK, have evaluated the disclosure controls and procedures of Noble-UK as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-UK’s disclosure controls and procedures were effective as of March 31, 2016. Noble-UK’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-UK in the reports that it files with or submits to the SEC is 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.

David W. Williams, President and Chief Executive Officer of Noble-Cayman, and Dennis J. Lubojacky, Vice President and Chief Financial Officer of Noble-Cayman, have evaluated the disclosure controls and procedures of Noble-Cayman as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-Cayman’s disclosure controls and procedures were effective as of March 31, 2016. Noble-Cayman’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Cayman in the reports that it files with or submits to the SEC is 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 was no change in either Noble-UK’s or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-UK or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Notes 5 and 13 to our 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 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. In December 2014, we received shareholder approval to repurchase up to 37 million ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. The authority to make such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which occurred on April 22, 2016. The Company may only fund the purchase of its own shares out of distributable reserves or the proceeds of a new issue of shares made expressly for that purpose. If any premium above the nominal value of the purchased shares is paid, it must be paid out of distributable reserves. Any shares purchased by the Company out of distributable reserves may be held as treasury shares or cancelled at the Company’s election. During the three months ended March 31, 2016, there were no repurchases by Noble-UK of its shares.

Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q and is incorporated herein by reference.

SIGNA TURES

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 limited company incorporated under the laws of England and Wales

/s/ David W. Williams		May 5, 2016
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ Dennis J. Lubojacky
Dennis J. Lubojacky Chief Financial Officer, Vice President, Controller and Treasurer (Principal Financial Officer)

Noble Corporation , a Cayman Islands company

/s/ David W. Williams		May 5, 2016
David W. Williams President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ Dennis J. Lubojacky
Dennis J. Lubojacky Vice President and Chief Financial Officer (Principal Financial Officer)

Index to Exhibits

Exhibit
Number		Exhibit

2.1		Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”) and Noble Corporation Limited (“Noble-UK”) (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 (“Noble-Swiss”), Noble Corporation, a Cayman Islands company (“Noble-Cayman”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’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-Cayman and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).

2.4		Master Separation Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 2.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

3.1		Composite Copy of Articles of Association of Noble-UK, as of June 10, 2014 (filed as Exhibit 3.1 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 and incorporated herein by reference).

3.2		Memorandum and Articles of Association of Noble-Cayman (filed as Exhibit 3.1 to Noble-Cayman’s Current Report on Form 8-K filed on March 30, 2009 and incorporated herein by reference).

4.1		Revolving Credit Agreement dated as of January 26, 2015, among Noble-Cayman and Noble International Finance Company, a Cayman Islands company, as borrowers; JPMorgan Chase Bank, N.A., as administrative agent and a swingline lender; Wells Fargo Bank, National Association, as a swingline lender; the lenders party thereto; Barclays Bank PLC, Citibank, N.A., DNB Bank ASA New York Branch, HSBC Bank USA, N.A., SunTrust Bank and Wells Fargo, as co-syndication agents; BNP Paribas, Credit Suisse AG, Cayman Islands Branch and Mizuho Bank, Ltd, as co-documentation agents; and J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., DNB Markets, Inc., HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint lead bookrunners (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on January 29, 2015 and incorporated herein by reference).

4.2		Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).

4.3		First Supplemental Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).

10.1		Tax Sharing Agreement, dated as of July 31, 2014, between Noble-UK and Paragon Offshore plc. (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.2		Employee Matters Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.3		Transition Services Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.3 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.4		Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble-Cayman, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
10.5*		General Release Agreement and Special Release Agreement, each dated as of February 27, 2016, between Noble Drilling Services Inc. and James A. MacLennan.
10.6*		Noble Corporation plc 2015 Omnibus Incentive Plan, restated as of May 1, 2016 (filed as exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on April 26, 2016 and incorporated herein by reference).

10.7		Definitive Settlement Agreement, dated as of April 29, 2016, by and between Paragon Offshore plc and Noble-UK.

31.1		Certification of David W. Williams pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a), for Noble-UK and for Noble-Cayman.

31.2		Certification of Dennis J. Lubojacky pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a), for Noble-UK and for Noble-Cayman.

32.1+		Certification of David W. Williams pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-UK and for Noble-Cayman.

32.2+		Certification of Dennis J. Lubojacky pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-UK and for Noble-Cayman.

101		Interactive Data File

*	Management contract or compensatory plan or arrangement

+	Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.

EXHIBIT 10.5

GENERAL RELEASE AGREEMENT

1. I acknowledge that my employment with Noble Drilling Services Inc. (“Noble”) ended on February 26, 2016, and that I will be removed from any and all offices and committees or other capacities I may have with Noble or any of the other Noble Parties (as defined in Paragraph 2 below). I understand that I am eligible to receive from Noble a Special Separation Benefit that consists of (i) a gross lump-sum payment of $158,333, which is equal to my regular base salary for four months, less withholdings and payroll deductions required by law, (ii) a lump-sum payment equal to the $350,000 bonus that would have otherwise been provided to me under the Noble Corporation 2015 Short-Term Incentive Plan had I remained actively employed through the payment date of such bonus under such plan, less withholdings and payroll deductions required by law; and (iii) if I timely elect to continue my group health insurance coverage under COBRA, payment by Noble of the premiums for such coverage for four months beginning with coverage for the month of March 2016 and ending with coverage for the month of June 2016. I understand that as a condition of receiving the Special Separation Benefit, to which I am not otherwise entitled, I will be required to sign this General Release Agreement (the “Agreement”). I acknowledge that I have received all wages to which I am entitled through the date hereof (it being understood that additional wages or other compensation may be payable to me at a later date pursuant to the terms and conditions of the vacation, retirement, restoration, equity compensation and similar programs of Noble or any parent, subsidiary, or affiliated entity of Noble).

2. In exchange for the Special Separation Benefit, I release, acquit, and forever discharge (i) Noble, (ii) any parent, subsidiary, or affiliated entity of Noble, (iii) any current or former officer, stockholder, member, director, partner, agent, manager, employee, representative, insurer, or attorney of the entities described in (i) or (ii), (iv) any employee benefit plan sponsored or administered by any person or entity described in (i), (ii), or (iii), and (v) any successor or assign of any person or entity described in (i), (ii), (iii), or (iv) (collectively, the “Noble Parties”) from, and waive to the maximum extent permitted by applicable law, any and all claims, liabilities, demands, and causes of action of whatever character, whether known or unknown, fixed or contingent, or vicarious, derivative, or direct, that I may have or claim against Noble or any of the other Noble Parties. I understand that this general release includes, but is not limited to, any and all claims arising under federal, state, or local laws prohibiting employment discrimination, other than the Age Discrimination in Employment Act, or other claims growing out of, resulting from, or connected in any way with my employment with Noble or the ending of my employment with Noble.

3. I understand that I may accept the terms of this Agreement by signing it in the space below and returning it to Julie J. Robertson, Executive Vice President and Corporate Secretary, Noble Drilling Services Inc., 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, by noon on February 28, 2016. I represent and warrant that, except for modifications expressly agreed to by Noble, I have not modified this Agreement as it was originally presented to me, and that any modifications to this Agreement, whether material or immaterial, made by Noble and me after it was originally presented to me do not extend or restart the period for me to consider and accept this Agreement.

General Release Agreement

Page 2

4. I further understand that the terms of this Agreement will become effective and enforceable immediately when I sign it. I understand that Noble will pay the lump-sum portion of the Special Separation Benefit to me no later than ten business days after I return a signed Agreement as described in Section 3 above. I acknowledge and agree that Noble has no legal obligation to provide the Special Separation Benefit offered to me. Signing this Agreement constitutes my agreement to all terms and conditions set forth in it and is in consideration of Noble’s agreement to provide the Special Separation Benefit.

5. In consideration of the Special Separation Benefit, and without further consideration, I agree that Noble at its sole option may request that I cooperate with it, and I agree to be available, personally or by telephone, as necessary, at reasonable and mutually acceptable times and without unreasonable interference with my employment or personal activities, to consult, sign documents, and provide information as may from time to time be requested by Noble in its sole discretion in connection with various business matters in which I was involved during my employment with Noble, or about which I have knowledge or information, and to take any other action reasonably required by Noble relating to matters occurring during my employment with Noble. I further agree to cooperate fully and completely with Noble or any of the other Noble Parties, at their request, in all pending and future litigation or claims involving Noble or any of the other Noble Parties, in which Noble believes that I may have relevant knowledge or information.

6. In consideration of the Special Separation Benefit, I also agree that I will not disclose the fact or terms of this Agreement or the attached February 26, 2016 memorandum from Tom Madden to any persons other than my spouse, attorneys, and accountant or tax-return preparer, if any, if those persons have agreed to keep such information confidential.

7. In further consideration of the Special Separation Benefit, I agree that I will not request or accept anything of value from Noble or any of the other Noble Parties not provided for in this Agreement or in the attached Special Release Agreement as compensation for damages related to my employment or the ending of my employment with Noble. I further irrevocably waive the right to trial by jury and agree not to initiate or participate in any class or collective action with respect to any claim or cause of action arising from my employment or the ending of my employment with Noble or from this Agreement (either for alleged breach or enforcement).

8. In further consideration of the Special Separation Benefit, I agree not to make to any other person or entity any statement (whether oral, written, electronic, anonymous, on the Internet, or otherwise) that directly or indirectly impugns the quality or integrity of Noble’s or any of the other Noble Parties’ business or employment practices, or any other disparaging or derogatory remarks about Noble or any of the other Noble Parties.

General Release Agreement

Page 3

9. I acknowledge that I have returned to Noble all of its or any of the other Noble Parties’ property and further agree to deliver immediately to Noble any such additional items that I may discover in my possession. I certify that I have complied with all of my end of service obligation contained in Noble’s policy manuals, including the search of all personal electronic storage devices in my possession, custody, or control, and deletion all Noble business information other than information I may need to file my tax returns or relating to human resources matters such as my hire or separation from employment.

10. I acknowledge that all of the documents and information to which I had access during my employment, including but not limited to all trade secrets, information pertaining to any employees of Noble or any of the other Noble Parties, or specific transactions in which Noble or any of the other Noble Parties was, is, or may be involved, all information concerning the matters on which I worked while employed by Noble or any of the other Noble Parties, and in general all other information concerning the business and operations of Noble or any of the other Noble Parties, are confidential and may not be disseminated or disclosed by me to any other parties, except as may be authorized in writing by Noble or as required by law or judicial process. In the event it appears that I will be compelled by law or judicial process to disclose such confidential information, to avoid potential liability I agree to notify William E. Turcotte, Senior Vice President and General Counsel, at the address above in writing immediately upon my receipt of a subpoena or other legal process. The foregoing notwithstanding, nothing in this Agreement prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. I do not need the prior authorization of Noble or its counsel to make any such reports or disclosures and I am not required to notify Noble that I have made such reports or disclosures.

11. I understand that nothing in this Agreement precludes me from (i) filing a charge or complaint with, providing information to, or cooperating with an investigation conducted by a government agency, (ii) providing information to my attorney, if any, or (iii) making disclosures or giving truthful testimony as required by law or valid legal process, such as by a subpoena or court order. However, I further agree and covenant that I will not seek or accept any personal, equitable or monetary relief in any action, suit, proceeding or administrative charge filed on my behalf by any person, organization or other entity against Noble or the Noble Releasees.

12. I acknowledge that offering me the Special Separation Benefit is not an admission by Noble or the other Noble Parties of any wrongdoing, and in fact Noble and the other Noble Parties specifically deny any wrongdoing.

General Release Agreement

Page 4

13. I acknowledge that: (i) I have read this Agreement and the attached February 26 , 2016 memorandum from Tom Madden ; (ii) by this paragraph, Noble specifically has advised me to consult an attorney and I have had the opportunity to consult an attorney; (iii) I have had a reasonable amount of time to consider and fully understand the meaning and effect of my action in signing this Agreement; (iv) my signing of this Agreement is knowing, voluntary, and based solely on my own judgment in consultation with my attorney, if any; and (v) I am not relying on any written or oral statement or promise other than as set out in this Agreement and the attached February 26 , 2016 memorandum from Tom Madden .

14. This Agreement, the attached Special Release Agreement (if signed by me), and the attached February 26, 2016 memorandum from Tom Madden contain and constitute the entire understanding and agreement between Noble and me with respect to their subject matter, and may not be released, discharged, abandoned, supplemented, changed, or modified in any manner except by a writing of concurrent or subsequent date signed by both an authorized Noble official and me. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its rules regarding conflict of laws. Exclusive venue for purposes of any dispute, controversy, claim, or cause of action between the parties concerning, arising out of, or related to this Agreement or my employment with Noble is in any state or federal court of competent jurisdiction presiding over Fort Bend County, Texas. Nothing in this Agreement, however, precludes either party from seeking to remove a civil action from any state court to federal court.

AGREED:

/s/ James A. MacLennan				February 27, 2016
James A. MacLennan				Date

SPECIAL RELEASE AGREEMENT

1. I acknowledge that my employment with Noble Drilling Services Inc. (“Noble”) ended on February 26, 2016, and that I am eligible to receive from Noble an Additional Special Separation Benefit that consists of a gross lump-sum payment of $79,167, less withholdings and payroll deductions required by law, which is an amount to which I am otherwise not entitled. I understand that as a condition of receiving the Additional Special Separation Benefit, I am required to sign this Special Release Agreement and not revoke my acceptance.

2. In exchange for the Additional Special Separation Benefit, I release, acquit, and forever discharge (i) Noble, (ii) any parent, subsidiary, or affiliated entity of Noble, (iii) any current or former officer, stockholder, member, director, partner, agent, manager, employee, representative, insurer, or attorney of the entities described in (i) or (ii), (iv) any employee benefit plan sponsored or administered by any person or entity described in (i), (ii), or (iii), and (v) any successor or assign of any person or entity described in (i), (ii), (iii), or (iv) (collectively, the “Noble Parties”) from, and waive to the maximum extent permitted by applicable law, any and all claims, liabilities, demands, and causes of action of whatever character, whether known or unknown, fixed or contingent, or vicarious, derivative, or direct, that I may have or claim against Noble or any of the other Noble Parties for age discrimination. I understand that this release includes, but is not limited to, any and all claims arising under federal, state, or local laws prohibiting employment discrimination based on age, including the Age Discrimination in Employment Act and Chapter 21 of the Texas Labor Code. I understand that this Special Release Agreement does not waive any rights or claims against Noble or any of the other Noble Parties for age discrimination that may arise after the date I sign it.

3. I understand that I may accept the terms of this Special Release Agreement by signing it in the space below and returning it to Julie J. Robertson, Executive Vice President and Corporate Secretary, Noble Drilling Services Inc., 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, by March 18, 2016, which I acknowledge is at least 21 days from the date I first received it. I represent and warrant that, except for modifications expressly agreed to by Noble, I have not modified this Special Release Agreement as it was originally presented to me, and that any modifications to this Special Release Agreement, whether material or immaterial, made by Noble and me after it was originally presented to me do not extend or restart the period for me to consider and accept this Special Release Agreement.

4. I further understand that the terms of this Special Release Agreement will become effective and enforceable eight days after I sign it, unless before then I revoke my acceptance in writing and deliver my written revocation to Julie Robertson at the address listed above, in which case I will not be entitled to receive the Additional Special Separation Benefit. I understand that Noble will pay the Additional Special Separation Benefit to me no later than ten business days after this Special Release Agreement becomes effective and enforceable. I acknowledge and agree that Noble has no legal obligation to provide the Additional Special Separation Benefit offered to me. Signing this Special Release Agreement constitutes my agreement to all terms and conditions set forth in it and is in consideration of Noble’s agreement to provide the Additional Special Separation Benefit.

Special Release Agreement

Page 2

5. In consideration of the Additional Special Separation Benefit, I also agree that I will not disclose the fact or terms of this Special Release Agreement to any persons other than my spouse, attorneys, and accountant or tax-return preparer, if any, if those persons have agreed to keep such information confidential.

6. I further irrevocably waive the right to trial by jury and agree not to initiate or participate in any class or collective action with respect to any claim or cause of action for age discrimination arising from my employment or the ending of my employment with Noble or from this Special Release Agreement (either for alleged breach or enforcement).

7. I understand that nothing in this Special Release Agreement precludes me from (i) filing a charge or complaint with, providing information to, or cooperating with an investigation conducted by a government agency, (ii) providing information to my attorney, if any, or (iii) making disclosures or giving truthful testimony as required by law or valid legal process, such as by a subpoena or court order. However, I further agree and covenant that I will not seek or accept any personal, equitable or monetary relief in any action, suit, proceeding or administrative charge filed on my behalf by any person, organization or other entity against Noble or the Noble Releasees.

8. I acknowledge that offering me the Additional Special Separation Benefit is not an admission by Noble or the other Noble Parties of any wrongdoing, and in fact Noble and the other Noble Parties specifically deny any wrongdoing.

9. I acknowledge that: (i) I have read this Special Release Agreement and the attached February 26, 2016 memorandum from Tom Madden; (ii) by this paragraph, Noble specifically has advised me to consult an attorney and I have had the opportunity to consult an attorney; (iii) I have had at least 21 days to consider and fully understand the meaning and effect of my action in signing this Special Release Agreement; (iv) my signing of this Special Release Agreement is knowing, voluntary, and based solely on my own judgment in consultation with my attorney, if any; and (v) I am not relying on any written or oral statement or promise other than as set out in this Special Release Agreement and the attached February 26, 2016 memorandum from Tom Madden.

10. This Special Release Agreement, the attached General Release Agreement, and the attached February 26, 2016 memorandum from Tom Madden contain and constitute the entire understanding and agreement between Noble and me with respect to their subject matter, and may not be released, discharged, abandoned, supplemented, changed, or modified in any manner except by a writing of concurrent or subsequent date signed by both an authorized Noble official and me. This Special Release Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its rules regarding conflict of laws. Exclusive venue for purposes of any dispute, controversy, claim, or cause of action between the parties concerning, arising out of, or related to this Special Release Agreement is in any state or federal court of competent jurisdiction presiding over Fort Bend County, Texas. Nothing in this Special Release Agreement, however, precludes either party from seeking to remove a civil action from any state court to federal court.

Special Release Agreement

Page 3

AGREED:

/s/ James A. MacLennan				February 27, 2016
James A. MacLennan				Date

Exhibit 10.7

Protected by FRE 408

DEFINITIVE SETTLEMENT AGREEMENT

by and between

PARAGON OFFSHORE Plc

and

NOBLE CORPORATION PLC,

Dated as of April 29, 2016

Table of Contents

		Page

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1.	Definitions Generally.	2
Section 1.2.	Interpretation Generally.	2

ARTICLE II

THE SETTELMENT AND RELEASE

Section 2.1.	Release of Claims.	3
Section 2.2.	Deliverables.	4
Section 2.3.	Separation Agreements.	4
Section 2.4.	Effective Date.	4
Section 2.5.	No Admission.	4

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARAGON

Section 3.1.	Organization and Qualification.	5
Section 3.2.	Corporate Authorization.	5
Section 3.3.	Binding Effect.	5
Section 3.4.	Regulatory Approvals and Non-Governmental Consents.	5
Section 3.5.	Non-Contravention.	6
Section 3.6.	Litigation and Claims.	6
Section 3.7.	Financial Projections and Forecasts.	6
Section 3.8.	Tax Liabilities.	7
Section 3.9.	Released Claims.	7
Section 3.10.	Limitations on Representations and Warranties	7

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF N OBLE

Section 4.1.	Organization and Qualification	7
Section 4.2.	Corporate Authorization.	7
Section 4.3.	Binding Effect.	7
Section 4.4.	Regulatory Approvals and Non-Governmental Consents.	8
Section 4.5.	Non-Contravention.	8
Section 4.6.	Litigation and Claims.	8

-i-

Table of Contents

(continued)

		Page

Section 4.7.	Limitations on Representations and Warranties.	9

ARTICLE V

COVENANTS

Section 5.1.	Released Claims.	9
Section 5.2.	Efforts to Consummate; Certain Governmental Matters.	9

ARTICLE VI

CONDITIONS

Section 6.1.	Conditions to Obligations of Noble.	10
Section 6.2.	Conditions to Effectiveness of Release.	11

ARTICLE VII

SURVIVAL; I NDEMNIFICATION

Section 7.1.	Survival.	12
Section 7.2.	Indemnification Obligations and Procedure.	12

ARTICLE VIII

TERMINATION

Section 8.1.	Termination.	16
Section 8.2.	Effect of Termination.	16
ARTICLE IX

MISCELLANEOUS

Section 9.1.	Notices.	17
Section 9.2.	Amendment; Waiver.	18
Section 9.3.	No Assignment or Benefit to Third Parties.	18
Section 9.4.	Entire Agreement.	19
Section 9.5.	Expenses.	19
Section 9.6.	Governing Law; Submission to Jurisdiction; Selection of Forum.	19
Section 9.7.	WAIVER OF JURY TRIAL.	20
Section 9.8.	Counterparts.	20
Section 9.9.	Headings.	20
Section 9.10.	Severability.	20

Table of Contents

(continued)

			Page
APPENDICES, SCHEDULES AND EXHIBITS
APPENDICES
Appendix A	–	Definitions

SCHEDULES
Schedule I	–	Tax Liabilities

EXHIBITS
Exhibit A	–	Form of Release
Exhibit B	–	Form of Amendment to Tax Sharing Agreement

iii

THIS DEFINITIVE SETTLEMENT AGREEMENT, dated as of April 29, 2016 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this “ Agreement ”), is by and between Paragon Offshore plc , a public limited company organized under the laws of England and Wales (“ Paragon ”), and NOBLE CORPORATION PLC, a public limited company organized under the laws of England and Wales (“ Noble ”). Paragon and Noble are each sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

W I T N E S S E T H:

WHEREAS, on or about July 14, 2014, Noble and certain of its subsidiaries transferred to Paragon and certain of its subsidiaries the assets and liabilities constituting most of Noble’s standard specification drilling units and related assets, liabilities and business (the “ Separation ”), and on or about August 1, 2014, Noble made a pro rata distribution to its shareholders of all of the issued and outstanding ordinary shares of Paragon to holders of Noble ordinary shares (the “ Distribution ” and collectively with the Separation, the “ Spin-Off ”);

WHEREAS, in connection with the Spin-Off, Paragon and Noble (and certain of their respective subsidiaries) entered into agreements to effectuate the Separation and to address certain related matters, including the Master Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Transition Services Agreement and the Transition Services Agreement (Brazil) (collectively, the “ Separation Agreements ”);

WHEREAS, pursuant to that certain Plan Support Agreement (the “ PSA ”) among Paragon, certain other Paragon Entities and certain of their creditors (collectively, the “ Restructuring Parties ”), dated as of February 12, 2016, the Restructuring Parties have agreed to undertake a financial restructuring of Paragon (the “ Restructuring ”) which is anticipated to be effected through the plan of reorganization substantially in the form attached as Exhibit A to the PSA (including any schedules and exhibits attached thereto, the “ Paragon Plan ”) in the cases filed on February 14, 2016 (the “ Filing Date ”), by certain Paragon Entities (the “ Paragon Cases ”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101—1532 (the “ Bankruptcy Code ”), in the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”);

WHEREAS, Paragon has asserted that it may have claims against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain fraudulent transfer claims arising under section 548 of the Bankruptcy Code;

WHEREAS, on February 12, 2016, Paragon and Noble entered into that certain term sheet for the proposed settlement of such claims (the “ Term Sheet ”) and that certain side letter to the Tax Sharing Agreement (the “ TSA Side Letter ”); and

WHEREAS, as set forth in more detail herein, Paragon and its Affiliates and Subsidiaries (collectively, the “ Paragon Entities ”) desire to provide the releases in favor of the Noble Releasees (as defined herein) as set forth herein in exchange for certain obligations on the part of Noble with respect to the Applicable Paragon Tax Liability.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Article I

DEFINITIONS; INTERPRETATION

Section 1.1. Definitions Generally . Defined terms in this Agreement and in the Schedules and Appendices to this Agreement, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings assigned to them in Appendix A . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement and the Schedules and Appendices hereto. Capitalized terms which are not otherwise defined herein shall have the meanings ascribed to them in the Tax Sharing Agreement.

Section 1.2. Interpretation Generally . Unless the express context otherwise requires:

(a) the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) references herein to a specific Article, Section, Subsection, Appendix or Schedule shall refer, respectively, to Articles, Sections, Subsections, Appendices or Schedules of this Agreement;

(d) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”

(e) references herein to any gender includes the other gender;

(f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like ;

(g) each reference to “days” shall be to calendar days, unless otherwise specified;

(h) each reference to a Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws, statutes, regulations or other government rules; and

- 2 -

(i) accounting terms which are not otherwise defined in this Agreement, or any Appendix or Schedule hereto, shall have the meanings given to them under GAAP.

Article II

THE settlement and releasE

Section 2.1. Release of Claims . Subject to Section 2.4, effective upon the Paragon Plan Closing:

(a) On behalf of itself and each of its Affiliates, Paragon forever releases, acquits and discharges (the “ Release ”) Noble and each of its Affiliates, together with their respective current and former principals, officers, directors, managers, general partners, employees, agents, parent companies, subsidiaries, affiliates, attorneys, accountants, predecessors, successors, assigns, heirs, administrators, executors, supervisors, and representatives of any kind (collectively, the “ Noble Releasees ”), jointly and severally, from and against any and all claims, disputes, liabilities, suits, demands, liens, actions, proceedings and causes of action of every kind and nature, and from all damages, injuries, losses, debts, contributions, indemnities, compensation, obligations, costs, attorneys’ fees and expenses of whatever kind and character, whether past or present, direct or derivative, known or unknown, fixed or contingent, whether in law, in equity or otherwise, whether liquidated or unliquidated, whether matured or unmatured, whether asserted or unasserted, whether accrued or unaccrued, which Paragon or any of its Affiliates has or might claim to have against any one or more of the Noble Releasees, as of the Effective Date, in any way arising out of, relating to, or in connection with any matter relating to the Spin-Off (the “ Released Claims ”); provided , however , that the Released Claims shall not include any obligations of Noble under any Separation Agreement. Without limiting the foregoing, the Release shall include any Noble Releasee that acted as a director of Paragon in such Noble Releasee’s capacity as a director of Paragon. The Released Claims include, without limitation, any fraudulent transfer or similar claims arising under section 548 of the Bankruptcy Code or any similar state or foreign statute. At any time on or after the Effective Date, at the request of Noble, Paragon shall cause each of its Affiliates to duly execute and deliver to Noble a release in the form of Exhibit A hereto.

(b) Paragon further covenants not to, and to cause each of its Affiliates not to, sue the Noble Releasees for or by reason of any Released Claim.

(c) The Release extends to claims that neither Paragon nor any of its Affiliates knows or suspects to exist at the time of the release, which if known, might have affected the decision to enter into this Agreement. With respect to the Release, Paragon and each of its Affiliates shall be deemed to waive any and all provisions, rights and benefits conferred by any Law, including any Law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims.

- 3 -

(d) Paragon acknowledges, on behalf of itself and each of its Affiliates, that it may discover facts in addition to or different from those that it or its Affiliates now knows or believes to be true with respect to the subject matter of the Release hereunder, and it is Paragon’s intention, as set forth above, to fully, finally, and forever settle and release any and all claims and matters within the scope of the Release, whether known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

Section 2.2. Deliverables . Subject to the satisfaction or waiver of the conditions set forth in Article VI , at the Paragon Plan Closing, each Party shall deliver or cause to be delivered to the other Party (i) a duly executed copy of the Amendment to Tax Sharing Agreement in substantially the form attached hereto as Exhibit B and (ii) its respective certificate set forth in Sections 6.1(c) or 6.2(c) , as the case may be. The “ Paragon Plan Closing ” shall mean the substantial consummation of the Paragon Plan; provided, that for purposes of this Agreement in no event shall the Paragon Plan Closing occur prior to the second Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Paragon Plan Closing, but subject to the satisfaction or waiver of such conditions). Paragon shall give Noble at least two Business Days’ notice of the time, date and location of the Paragon Plan Closing.

Section 2.3. Separation Agreements . Upon approval of this Agreement by the Bankruptcy Court, the Separation Agreements shall be deemed assumed under section 365 of the Bankruptcy Code. For the avoidance of doubt, during the term of and after the Paragon Cases, each Separation Agreement will remain in full force and effect, without modification or release of any right or obligation of any party thereto thereunder, and each Party shall continue to perform its obligations thereunder, provided that subject to the satisfaction or waiver of the conditions set forth in Section 6.1 , at the Paragon Plan Closing the Tax Sharing Agreement will be modified as contemplated hereby.

Section 2.4. Effective Date . Subject to the satisfaction or waiver of the conditions set forth in Section 6.2 , the Release will become effective, and shall be deemed to be in full force and effect, upon the Paragon Plan Closing (the date on which such closing occurs, the “ Effective Date ”).

Section 2.5. No Admission . The purpose of this Agreement is to settle and resolve the Released Claims, and this settlement is not intended to, and does not constitute, nor shall it be deemed to constitute, an admission by any Party hereto of any liability, culpability, or fault; and any and all such admission of liability, culpability, and/or fault is hereby expressly denied.

- 4 -

Articl e III

REPRESENTATIONS AND WARRANTIES OF paragon

Paragon hereby represents and warrants to Noble as follows:

Section 3.1. Organization and Qualification . Paragon is duly organized, and is validly existing, under the laws of its jurisdiction of organization, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted (subject, in each case to obtaining Bankruptcy Court Approval for any activity outside of the ordinary course of business), and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the conduct of its business requires such qualification or license, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Paragon’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.2. Corporate Authorization . Subject to obtaining the Bankruptcy Court Approval, Paragon has full corporate power and authority to execute and deliver this Agreement and the Amendment to Tax Sharing Agreement, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement has been duly and validly authorized by Paragon and no additional corporate authorization or consent by Paragon is required in connection therewith. Without limiting the generality of the foregoing, Paragon has full authority to grant the Release on behalf of each of its Affiliates, and no additional corporate or other organizational authorization or consent by any such Affiliate is required in connection therewith.

Section 3.3. Binding Effect . Subject to obtaining the Bankruptcy Court Approval, this Agreement constitutes, and the Amendment to Tax Sharing Agreement, when executed and delivered by the Parties will constitute, a valid and legally binding obligation of Paragon, enforceable against Paragon, in accordance with its terms.

Section 3.4. Regulatory Approvals and Non-Governmental Consents .

(a) No Governmental Authorization, notice or filing is required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

- 5 -

(b) No notice, consent, approval, waiver or authorization is required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon or any of its Affiliates with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.5. Non-Contravention . The execution, delivery and performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of the Organizational Documents of Paragon or any of its Affiliates; (b) conflict with, or result in the breach of, or constitute a default under, or result in the termination of, or the right of termination, cancellation, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Paragon or any of its Affiliates under, or result in a loss of any benefit to which Paragon or any of its Affiliates is entitled under, any Contract to which Paragon or any of its Affiliates is bound; or (c) violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Paragon or any of its Affiliates is subject, other than, in the case of clause (b), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Liens that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.6. Litigation and Claims . Except for the Paragon Cases, (i) there is no Litigation pending or, to Paragon’s Knowledge, threatened against Paragon or any of its Affiliates that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby and (ii) neither Paragon nor any of its Affiliates is subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity of competent jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.7. Financial Projections and Forecasts . The financial projections and forecasts previously provided by Paragon to Noble are consistent in all material respects with the financial projections and forecasts provided prior to the Filing Date by Paragon to the Restructuring Parties that are not Paragon Entities in connection with negotiation of the PSA.

- 6 -

Section 3.8. Tax Liabilities . To the Knowledge of Paragon, Schedule I hereto sets forth a true, complete and correct list of (a) the tax audit claims of Applicable Paragon Tax Liabilities asserted by the Mexican Governmental Authorities on or pr ior to the date of the Term Sheet attributable to the Paragon Entities, and (b) each bond for any Applicable Paragon Tax Liability posted by or on behalf of Paragon on or prior to the date of the Term Sheet attributable to the Paragon Entities.

Section 3.9. Released Claims . Neither Paragon nor any of its Affiliates has transferred or assigned any Released Claim or any interest therein and no other Person other than Paragon and its Affiliates has any rights to assert or prosecute any Released Claim.

Section 3.10. Limitations on Representations and Warranties . Except as expressly set forth in this Article III , Paragon does not make any representation or warranty, express or implied, at Law or in equity, with respect to itself or any Paragon Entity, or any of their respective assets, liabilities, businesses or operations, and any such other representations or warranties are hereby expressly disclaimed.

Article IV

REPRESENTATIONS AND WARRANTIES OF Noble

Noble hereby represents and warrants to Paragon as follows:

Section 4.1. Organization and Qualification . Noble is duly organized, and is validly existing, under the laws of its jurisdiction of organization, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the conduct of its business requires such qualification or license, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.2. Corporate Authorization . Noble has full corporate power and authority to execute and deliver this Agreement and the Amendment to Tax Sharing Agreement, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement has been duly and validly authorized by Noble and no additional corporate authorization or consent by Noble is required in connection therewith.

Section 4.3. Binding Effect . Each of this Agreement and the Amendment to Tax Sharing Agreement, when executed and delivered by the parties thereto, constitutes a valid and legally binding obligation of Noble, enforceable against Noble in accordance with its terms.

- 7 -

Section 4.4. Regulatory Approvals and Non-Governmental Consents .

(a) No Governmental Authorization, notice or filing is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

(b) No notice, consent, approval, waiver or authorization is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.5. Non-Contravention . The execution, delivery and performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of the Organizational Documents of Noble; (b) conflict with, or result in the breach of, or constitute a default under, or result in the termination of, or the right of termination, cancellation, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Noble under, or result in a loss of any benefit to which Noble is entitled under, any Contract to which Noble is subject; or (c) violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Noble is subject, other than, in the case of clause (b), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Liens that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.6. Litigation and Claims . Except for the Paragon Cases, (i) there is no Litigation pending or, to Noble’s Knowledge, threatened against Noble that, individually or in the aggregate, would materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby and (ii) Noble is not subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity of competent

- 8 -

jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate, would materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.7. Limitations on Representations and Warranties . Except as expressly set forth in this Article IV , Noble does not make any representation or warranty, express or implied, at Law or in equity, with respect to itself or any of its Affiliates, or any of their respective assets, liabilities, businesses or operations, and any such other representations or warranties are hereby expressly disclaimed. The purpose of this Agreement is to settle and resolve the claims that Paragon and its Affiliates may assert against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain fraudulent transfer claims arising under section 548 of the Bankruptcy Code, and neither this Agreement nor the Amendment to Tax Sharing Agreement is intended to, and does not constitute, nor shall it be deemed to constitute, an admission by Noble or any of the other Noble Releasees of any liability, culpability, or fault; and any and all such admission of liability, culpability, and/or fault is hereby expressly denied.

Article V

COVENANTS

Section 5.1. Released Claims . Prior to the termination of this Agreement pursuant to Article VIII :

(a) Neither Paragon nor any of its Affiliates shall transfer or assign any Released Claim or any interest therein; and

(b) Paragon shall not, and shall cause each of its Affiliates not to, sue, or permit or authorize any Person to sue, the Noble Releasees for or by reason of any Released Claim, or cooperate with any Person in connection with any such suit.

Section 5.2. Efforts to Consummate; Certain Governmental Matters .

(a) Paragon shall, and shall cause each of the Paragon Entities to, use its respective reasonable best efforts to obtain and to cooperate in obtaining or making any Governmental Authorization, notice or filing required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange or any other Person, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, including obtaining the Bankruptcy Court Approval and consummating the Paragon Plan, and no Party shall take any action that would be reasonably likely to prevent or materially delay the receipt of any of the foregoing.

- 9 -

(b) Subject to the terms and conditions set forth in this Agreement, each Party shall use, and shall cause each of its Subsidiaries to use, its respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Amendment to Tax Sharing Agreement and applicable Law to satisfy the conditions set forth in Article VI , and to consummate and make effective the transactions contemplated by this Agreement and the Amendment to Tax Sharing Agreement as soon as practicable.

(c) Subject to applicable Law or as prohibited by any Governmental Entity, Paragon and Noble each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including (i) promptly notifying the other of the status of, and any facts, circumstances or other reason that would prevent the receipt of, the Bankruptcy Court Approval or consummation of the Paragon Plan for the timely consummation of transactions contemplated by this Agreement and the Amendment to Tax Sharing Agreement, and (ii) promptly furnishing the other with copies of material notices or other documents received by Paragon or Noble, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement and Amendment to Tax Sharing Agreement. No Party shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat.

Articl e VI

CONDITIONS

Section 6.1. Conditions to Obligations of Noble . The obligations of Noble to enter into the Amendment to Tax Sharing Agreeme nt are subject to the satisfaction or waiver, at or prior to the Paragon Plan Closing, of each of the following conditions:

(a) Representations and Warranties . Each of the representations and warranties of Paragon contained in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(b) Performance of Obligations of Paragon . Paragon shall have performed or complied with, or caused to be performed or complied with, in all material respects all obligations that are required to be performed or complied with by it at or prior to the Paragon Plan Closing.

- 10 -

(c) Officer’s Certificate . Noble shall have received from Paragon a certificate of an authorized senior officer of Paragon certifying that the conditions set forth in this Section 6.1 have been satisfied.

(d) Bankruptcy Court Approval . The Bankruptcy Court shall have entered an order approving this Agreement (including, without limitation, the Confirmation Order), which order shall not be subject to a stay of execution.

(e) Release . No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction, regulation or other order (whether temporary, preliminary or permanent) that prohibits or makes illegal or affects the validity or scope of the Release.

Section 6.2. Conditions to Effectiveness of Release . The effectiveness of the Release is subject to the satisfaction or waiver, at or prior to the Effective Date, of each of the following conditions:

(a) Representations and Warranties . Each of the representations and warranties of Noble contained in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(b) Performance of Obligations of Noble . Noble shall have performed or complied with, or caused to be performed or complied with, in all material respects all obligations that are required to be performed or complied with by it under this Agreement at or prior to the Paragon Plan Closing. Without limiting the generality of the foregoing, at or prior to the Paragon Plan Closing Noble shall have tendered to Paragon a copy of the Amendment to Tax Sharing Agreement duly executed by Noble.

(c) Officer’s Certificate . Paragon shall have received from Noble a certificate of an authorized senior officer of Noble certifying that the conditions set forth in Sections 6.2(a) , 6.2(b) and 6.2(e) have been satisfied.

(e) Amendment to Tax Sharing Agreement . No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction, regulation or other order (whether temporary, preliminary or permanent) that prohibits or makes illegal or the Amendment to Tax Sharing Agreement.

- 11 -

(f) Conditions to Effectiveness of Paragon Plan . All conditions precedent to the “Effective Date” (as defined in the Paragon Plan) shall have been satisfied or waived in accordance with the terms of the Paragon Plan.

Articl e VII

SURVIVAL; Indemnification

Section 7.1. Survival . The representations and warranties contained in this Agreement, in the Amendment to Tax Sharing Agreement or in any certificates or other documents delivered prior to or as of the Paragon Plan Closing shall survive the Paragon Plan Closing and will continue in full force and effect for a period of three years after the Effective Date; provided , that the representations and warranties contained in Sections 3.1 , 3.2 , 3.3 , 3.4(a) , Section 3.9 , 4.1 , 4.2 , 4.3 and 4.4(a) shall survive the Paragon Plan Closing and shall continue in full force and effect indefinitely. If a claim shall be made by a Party hereto against another Party hereto prior to the expiration of the applicable survival period, then such survival period shall be extended as it relates to such claim until such claim has been satisfied or otherwise resolved as provided in this Article VII . The covenants and agreements of Noble and Paragon that are required to be performed by either such Person after the Paragon Plan Closing shall survive the Paragon Plan Closing in accordance with their respective terms.

Section 7.2. Indemnification Obligations and Procedure .

(a) Subject to, and except as otherwise provided in, the provisions of this Article VII , from and after the Effective Date, Paragon shall indemnify and hold harmless Noble and its Affiliates and their respective Representatives (collectively, the “ Noble Indemnified Parties ”) from and against all Losses that the Noble Indemnified Parties incur arising from or out of or related to:

(i) any inaccuracy or breach of any representation or warranty of Paragon in this Agreement or in any certificate delivered pursuant to this Agreement;

(ii) any inaccuracy or breach of any representation or warranty of Paragon in this Agreement as of the Effective Date, each of which representations and warranties will be deemed for purposes of this Section 7.2(a)(ii) to have been made by Paragon as of the Effective Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; and

(iii) any breach of, or failure to perform or comply with, any covenant or agreement of Paragon contained in this Agreement.

- 12 -

(b) Subject to, and except as otherwise provided in, the provisions of this Article VII , from and after the Effective Date , Noble shall indemnify and hold harmless Paragon and its Affiliates and their respective Representatives (collectively, the “ Paragon Indemnified Parties ”) from and against all Losses that the Paragon Indemnified Parties incur arising from or out of or related to:

(i) any inaccuracy or breach of any representation or warranty of Noble in this Agreement or in any certificate delivered pursuant to this Agreement;

(ii) any inaccuracy or breach of any representation or warranty of Noble in this Agreement as of the Effective Date, each of which representations and warranties will be deemed for purposes of this Section 7.3(b)(ii) to have been made by Noble as of the Effective Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; and

(iii) any breach of, or failure to perform or comply with, any covenant or agreement of Noble contained in this Agreement.

(c) Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 7.2 , (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (x), shall be determined without regard to any limitation or qualification as to materiality, material adverse effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty.

(d) The party or parties making a claim for indemnification under Sections 7.2(a) or 7.2(b) shall be, for the purposes of this Agreement, referred to as the “ Indemnified Party ” and the party or parties against whom such claims are asserted under this Section 7.2 shall be, for the purposes of this Agreement, referred to as the “ Indemnifying Party ”. All claims by any Indemnified Party under this Article VII shall be asserted and resolved as follows:

(i) In the event that (i) any claim, demand or proceeding is asserted or instituted by any Person other than the Parties to this Agreement or their Affiliates which could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or proceeding, a “ Third Party Claim ”) or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “ Direct Claim ”), the Indemnified Party shall promptly send to the Indemnifying Party a written notice describing in reasonable detail (based on the information then reasonably available to the Indemnified Party) the nature of such claim, demand or proceeding and the amount or estimated amount thereof if known

- 13 -

(which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or proceeding) and the basis of the Indemnified Party’s request for indemnification hereunder (a “ Claim Notice ”). In addition, the Indemnified Party shall deliver to the Indemnifying Party copies of all material written evidence of any claim which is in the Indemnified Party’s possession (including, with respect to claims related to environmental matters, sampling and testing results). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim. Notwithstanding anything herein to the contrary, the failure of the Indemnified Party to give notice or provide documents as provided herein shall not relieve the Indemnifying Party of its respective indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure to give notice or provide documents.

(ii) In the event of a Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided , however , that (A) counsel for the Indemnifying Party who shall conduct the defense or settlement of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, (B) the Indemnifying Party proceeds in good faith, expeditiously and diligently, and (C) the Indemnifying Party provides the Indemnified Party a written undertaking reasonably acceptable as to form to the Indemnified Party to post any necessary bond or other security required in order to stay any judgment pending an appeal in the event the Indemnifying Party shall elect to prosecute such appeal. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except as provided below. If the Indemnifying Party assumes such defense as provided herein, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that, except as otherwise provided herein, the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest. If the Indemnifying Party shall (y) fail to notify in writing the Indemnified Party of its intent to exercise its rights to defend any Third Party Claim within 10 Business Days after receipt of any Claim Notice with respect thereto or (z) after commencing or undertaking any such defense or settlement, fail to diligently prosecute, or withdraw from, such defense or settlement, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s

- 14 -

expense. If the Indemnified Party assumes the defense of such Third Party Claim pursuant to the preceding sentence and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof but, in the case of clause (z) of the preceding sentence, shall not settle such Third Party Claim or forego appeal with respect thereto without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided , however, that if the Indemnifying Party fails to respond to such notice within thirty (30) days, the Indemnified Party may take any such action at the Indemnifying Party’s expense. Except as contemplated by the prior sentence, in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Section 7.2 with respect to such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (1) does not provide for injunctive or other non-monetary relief effecting the Indemnified Party, (2) includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of a full and unconditional release from all liability with respect to such Third Party Claim and (3) obligates the Indemnifying Party to pay the full amount of the liability (including all costs and expenses) in connection with such Third Party Claim.

(iii) In the event of a Direct Claim the Indemnifying Party shall notify the Indemnified Party within 90 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, either Party may pursue a remedy at law or in equity.

- 15 -

(iv) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates, and shall make employees available on a reasonable and mutually convenient basis to provide additional information and explanation of any material provided hereunder. All such access shall be granted during normal business hours and shall be granted under conditions, which will not interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Claim Notice or defense of a Third Party Claim or a Direct Claim) or disclose to any third person other than the Indemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 7.2(d)(iv) .

Articl e VIII

TERMINATION

Section 8.1. Termination . This Agreement may be terminated at any time prior to the Effective Date:

(a) by written agreement of Paragon and Noble;

(b) by Noble if Paragon files any plan of reorganization in the Paragon Cases that does not incorporate the terms and conditions of this Agreement;

(c) by Noble if Paragon files any motion in the Bankruptcy Court seeking to terminate its obligations under this Agreement; or

(d) by Noble pursuant to Section 9.10 .

Section 8.2. Effect of Termination . In the event of the termination of this Agreement in accordance with Section 8.1 , this Agreement, insofar as it relates to the Parties’ rights and obligations relating thereto, shall thereafter become void and have no effect, and, except for the obligations of the Parties contained in this Section 8.2 , and Article IX (and any related definitional provisions set forth in Article I or Appendix A), no Party shall have any liability to the other Party or their respective Affiliates, or their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives or employees or their heirs, successors and permitted assigns, other than the liability of a Party for breach of this Agreement.

- 16 -

Artic le IX

MISCELLANEOUS

Section 9.1. Notices . All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (a) when personally delivered, (b) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent, (c) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (d) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (a), (b) or (c)), in each case, to such Party at the address or facsimile number set forth below, or to such other address or facsimile number for a Party as it shall have specified by like notice.

To Noble:

Noble Corporation plc

Devonshire House
1 Mayfair Place

London, England W1J8AJ

Telephone:

Facsimile No.:

Attention: William E. Turcotte

With a copy (which shall not constitute notice) to:

- 17 -

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana, Suite 6800

Houston, Texas 77002

Telephone: (713) 655-5100

Facsimile No.: (713) 655-5200

Attention: Frank Bayouth

To Paragon:

Paragon Offshore plc

c/o Paragon Offshore Services LLC

3151 Briarpark Drive

Houston, Texas 77042

Telephone: (832) 783-4000

Facsimile No.:

Attention:

Todd D. Strickler

With a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges, LLP

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile No.: (212) 310-8007

Attention: Gary T. Holtzer

Section 9.2. Amendment; Waiver . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom such waiver is intended to be effective. No failure or delay by any Party in exercising a ny right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 9.3. No Assignment or Benefit to Third Parties . This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no Party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party hereto. Except for the Release and as otherwise provided in Article VII , nothing in this Agreement, express or implied, is intended to confer upon any Person other than Noble, Paragon, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement.

- 18 -

Section 9.4. Entire Agreement . This Agreement (including all Schedules, Exhibits and Appendices hereto), the TSA Side Letter and the Separation Agreements contain the entire agreement among the Parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, oral or written, with respect to such matters. The provisio ns of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which Party caused such provisions to be drafted. Each of the Parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of this Agreement and the Amendment to Tax Sharing Agreement.

Section 9.5. Expenses . Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such costs and expenses. Notwithstanding the foregoing or anything to the contrary herein, all filing fees and similar expenses incurred in connection with the filings required to be made to seek to obtain the Bankruptcy Court Approval shall be bourne by Paragon.

Section 9.6. Governing Law; Submission to Jurisdiction; Selection of Forum . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Prior to the dismissal of the Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, each Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “ Chosen Courts ”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party hereto, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

- 19 -

Section 9.7. WAIVER OF JURY TRIAL . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.8. Counterparts . This Agreement may be executed in one or more counterparts, each of which, including those received via facsimile transmission or email, shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 9.9. Headings . The heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Section 9.10. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Notwithstanding the foregoing, if the Release is found to be invalid or unenforceable in any respect, Noble shall be entitled to terminate this Agreement.

[Remainder of Page Intentionally Left Blank]

- 20 -

IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as of the date first written above.

PARAGON OFFSHORE PLC		NOBLE CORPORATION PLC

By:	/s/ Randall D. Stilley	By:	/s/ Julie J. Robertson

Name:	Randall D. Stilley	Name:	Julie J. Robertson

Title:	President, CEO & Director	Title:	Executive Vice President

- 21 -

APPEND IX A

DEFINITIONS

In this Appendix, and in the Agreement and Schedules thereto, the following terms shall have the meanings assigned below and the terms listed in the chart below shall have the meanings assigned to them in the Section set forth opposite to such term (unless otherwise specified, section references in this Appendix are to Sections of this Agreement):

Term :	Section:
Agreement	Preamble
Bankruptcy Case	Recitals
Bankruptcy Code	Recitals
Bankruptcy Court	Recitals
Chosen Courts	9.9
Claim Notice	7.2(d)(i)
Direct Claim	7.2(d)(i)
Distribution	Recitals
Effective Date	2.4
Indemnified Party	7.2(d)
Indemnifying Party	7.2(d)
Noble	Preamble
Noble Indemnified Parties	7.2(a)
Noble Releasees	2.1(a)
Paragon	Preamble
Paragon Cases	Recitals
Paragon Entities	Recitals
Paragon Indemnified Parties	7.2(b)
Paragon Plan	Recitals
Party; Parties	Preamble
PSA	Recitals
Release	2.1(a)
Released Claims	2.1(a)
Restructuring	Recitals
Restructuring Parties	Recitals
Separation	Recitals
Separation Agreement	Recitals
Spin-Off	Recitals
Term Sheet	Recitals
Third Party Claim	7.2(d)(i)
TSA Side Letter	Recitals

A-1

“ Affiliate ” means, with respect to any subject Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such subject Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ Amendment to Tax Sharing Agreement ” means the amendment to the Tax Sharing Agreement substantially in the form attached hereto as Exhibit B.

“ Applicable Paragon Tax Liability ” has the meaning set forth for “Specified Mexican Taxes” in the Amendment to Tax Sharing Agreement.

“ Bankruptcy Court Approval ” means an order of the Bankruptcy Court approving this Agreement (including, without limitation, the Confirmation Order), which order shall not be subject to a stay of execution.

“ Business Day ” means a day other than any day on which banks are authorized or obligated by Law or executive order to close in New York, New York.

“ Confirmation Order ” means the order of the Bankruptcy Court confirming the Paragon Plan pursuant to section 1129 of the Bankruptcy Code.

“ Contracts ” means any agreement, arrangement, commitment or instrument, written or oral, including any loan or credit agreement or other agreement evidencing indebtedness, promissory note, letter of credit, purchase order, bond, mortgage, indenture, guarantee, permit, lease, sublease, license, sublicense, agreement to render services, or other agreement, arrangement, commitment or instrument evidencing rights or obligations of any kind or nature, including all amendments, modifications, supplements and options relating thereto

“ Employee Matters Agreement ” means that certain Employee Matters Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“ GAAP ” means United States generally accepted accounting principles, consistently applied during the periods involved.

“ Governmental Authorizations ” means all licenses, permits, certificates, grants, franchises, waivers, consents and other similar authorizations or approvals issued by or obtained from a Governmental Entity.

A-2

“ Governmental Entity ” means (a) any U.S. or non-U.S. federal, state, provincial, municipal or local government, court, arbitrator, tribunal, administrative agency, commission, insurance or securities regulatory or self-regulatory body, securities or commodities exchange, or other political subdivision thereof, or any other entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of any of the foregoing, and (b) any supranational organization of sovereign states exercising such functions for such sovereign states.

“ Knowledge ” means (i) with respect to Paragon, the actual knowledge of Randall D. Stilley, Steven A. Manz, Todd D. Strickler or Brian Hefty after due inquiry of their direct reports and (ii) with respect to Noble, the actual knowledge of David W. Williams, Dennis J. Lubojacky, William E. Turcotte or Barbra Beaulieu after due inquiry of their direct reports.

“ Law ” means any constitution, law, statute, ordinance, rule, regulation, regulatory requirement, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Governmental Entity or securities exchange.

“ Lien ” means any encumbrance, mortgage, security interest, indenture, deed of trust, pledge, preferential arrangement, deposit, restriction, burden, lien (including environmental and tax liens), license, lease, sublease, right of first refusal, right of first offer, charge, hypothecation, privilege, easement, right-of-way, reservation, option, preferential purchase right, right of a vendor under any title retention or conditional sale agreement, or other arrangement substantially equivalent thereto, in each case regardless of whether relating to the extension of credit or the borrowing of money.

“ Litigation ” means any civil, criminal or administrative actions, proceedings, suits, demands, claims, hearings, inquiries, notices of violation or investigations filed by or before any Governmental Entity, arbitral panel or mediator.

“ Losses ” means any and all damages, loss, liabilities, expenses, assessments, claims, actions, suits, proceedings, employee benefit claims, taxes, penalties, interest, awards, judgments, settlements (including without limitation, reasonable out-of-pocket fees and expenses incurred in investigating and establishing such losses and reasonable attorneys' fees and expenses), decreased to take into account any deduction, credit or other tax benefit actually realized with respect to such Loss.

“ Master Separation Agreement ” means that certain Master Separation Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“ Mexican Governmental Authorities ” has the meaning set forth in the Tax Sharing Agreement.

“ Organizational Documents ” means certificates of incorporation, articles, by-laws or other organizational documents.

“ Paragon Business ” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

A-3

“ Person ” means an individual, a corporation, a partnership, an association, a limited liability company, a Governmental Entity, a trust or other entity or organization.

“ Representative ” or “ Representatives ” means, with respect to a particular Person, any director, member, limited or general partner, equityholder, officer, employee, agent, consultant, advisor or other representative of such Person, including outside legal counsel, accountants and financial advisors.

“ Subsidiary ” means, with respect to any Person, any other Person of which more than 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or other body performing similar functions are owned (directly or indirectly through a Subsidiary, nominee arrangement or otherwise) by such Person.

“ Tax Sharing Agreement ” means that certain Tax Sharing Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“ Transition Services Agreement ” means that certain Transition Services Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“ Transition Services Agreement (Brazil) ” means that certain Transition Services Agreement (Brazil), dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

A-4

S chedule I - A pplicable P a r agon T ax Liabilities and Bonded A m ounts

As o f February 11, 2016

Entity	Tax Year	Current Tax Audit Claims (MXN)		Current Tax Audit Claims (USD)**		Current Amount Bonded
Paragon Offshore Contracting SARL (Tax ID NCS060612EIA)	2007		1,463,554,367		77,811,800	-
Paragon Offshore Contracting SARL (Tax ID NCS060612EIA)	2008		2,069,258,564		110,014,863	-
Paragon Offshore Leonard Jones LLC (Tax ID NLJ030721U37)	2007		9,323,036		495,672	-
Total*			3,542,135,967		188,322,335	-

*	N o cu rr en t Tax Audit Claims f o r t a x y ea rs 200 9 an d 2010

**	Usin g spo t F X o f 17 . 377 6 a t February 11, 2016.

Schedule I

Exhib it A

Form of Release

Pursuant to that certain Definitive Settlement Agreement, dated as of April 29, 2016, as may be amended from time to time (the “ Settlement Agreement ”), by and between Paragon Offshore PLC (“ Paragon ”) and Noble Corporation plc (“ Noble ”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [______], a [_______] (the“ Releasor ”) hereby irrevocably agrees for the express benefit of Noble and each other Noble Releasee (as defined herein) as set forth below. Capitalized terms which are used but not defined herein shall have the meanings set forth in the Settlement Agreement.

(a) On behalf of itself and each of its Affiliates, the Releasor forever releases, acquits and discharges (the “ Release ”) Noble and each of its Affiliates, together with their respective current and former principals, officers, directors, managers, general partners, employees, agents, parent companies, subsidiaries, affiliates, attorneys, accountants, predecessors, successors, assigns, heirs, administrators, executors, supervisors, and representatives of any kind (collectively, the “ Noble Releasees ”), jointly and severally, from and against any and all claims, disputes, liabilities, suits, demands, liens, actions, proceedings and causes of action of every kind and nature, and from all damages, injuries, losses, debts, contributions, indemnities, compensation, obligations, costs, attorneys’ fees and expenses of whatever kind and character, whether past or present, direct or derivative, known or unknown, fixed or contingent, whether in law, in equity or otherwise, whether liquidated or unliquidated, whether matured or unmatured, whether asserted or unasserted, whether accrued or unaccrued, which the Releasor or any of its Affiliates has or might claim to have against any one or more of the Noble Releasees, as of the Effective Date, in any way arising out of, relating to, or in connection with any matter relating to the Spin-Off (the “ Released Claims ”); provided , however , that the Released Claims shall not include any obligations of Noble under any Separation Agreement. Without limiting the foregoing, the Release shall include any Noble Releasee that acted as a director of the Releasor in such Noble Releasee’s capacity as a director of the Releasor. The Released Claims include, without limitation, any fraudulent transfer or similar claims arising under section 548 of the Bankruptcy Code or any similar state or foreign statute. At any time on or after the Effective Date, at the request of Noble, the Releasor shall cause each of its Affiliates to duly execute and deliver to Noble a release in the form hereof.

(b) The Releasor further covenants not to, and to cause each of its Affiliates not to, sue the Noble Releasees for or by reason of any Released Claim.

Exhibit A-1

(c) The Release extends to claims that neither the Releasor nor any of its Affiliates knows or suspects to exist at the time of the release, which if known, might have affected the decision to enter into this Release. With respect to the Release, the Releasor and each of its Affiliates shall be deemed to waive any and all provisions, rights and benefits conferred by any Law, including any Law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims.

(d) The Releasor acknowledges, on behalf of itself and each of its Affiliates, that it may discover facts in addition to or different from those that it or its Affiliates now knows or believes to be true with respect to the subject matter of the Release hereunder, and it is the Releasor’s intention, as set forth above, to fully, finally, and forever settle and release any and all claims and matters within the scope of the Release, whether known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

(e) Nothing in this Release shall be construed to limit the Releasor’s ability to bring an action to enforce any violation by any party of its obligations, covenants, representations or warranties set forth in the Settlement Agreement.

IN WITNESS WHEREOF, the Releasor has executed or caused to be executed this Release as of the date first written above.

	By:

		Name:

		Title:

Exhibit A-2

Exhib it B

Protected by FRE 408

FORM OF

AMENDED AND RESTATED

TAX SHARING AGREEMENT

between

NOBLE CORPORATION PLC

and

PARAGON OFFSHORE PLC

dated as of

[__], 2016

Exhibit B

Protected by FRE 408

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND EXAMPLES		2

Section 1.1	Definitions	2
Section 1.2	Examples	8

ARTICLE II TAX LIABILITIES AND TAX BENEFITS		8

Section 2.1	Noble Taxes	8
(a)	Liability for Taxes	8
(b)	Payment for Paragon Tax Benefits	9
Section 2.2	Paragon Taxes	9
(a)	Liability for Taxes	9
(b)	Payment for Noble Tax Benefits	9
Section 2.3	Rules for Determining from which Business a Tax Item Arises	10
(a)	General Rule	10
(b)	Brazil	10
(c)	Mexico	10
(d)	Norway	10
(e)	Netherlands	10
(f)	Standard Specification Jurisdictions	10
(g)	High Specification Jurisdictions	10
(h)	Overhead Costs	11
(i)	Tax Benefits Arising from Equity Awards	11
Section 2.4	Special Rules	11
(a)	Pro Forma Stand-Alone Basis	11
(b)	Allocation in Straddle Periods	11
(c)	Differences between Taxes Shown on Joint Return and Taxes Computed on a Pro Forma Stand-Alone Basis	11
Section 2.5	Specified Mexican Taxes	12
(a)	Liability for Specified Mexican Taxes	12
(b)	Tax Benefits Arising from the Payment of Specified Mexican Taxes	12

ARTICLE III PREPARATION AND FILING OF TAX RETURNS		13

Section 3.1	Joint Returns	13
(a)	Preparer of Joint Returns	13
(b)	Procedures Governing Joint Returns	13
Section 3.2	Separate Returns	13
(a)	Preparer of Separate Returns—General Rule	13
(b)	Special Rule for Certain Mexican Returns	13
Section 3.3	Special Rules Relating to the Preparation of Tax Returns	14
(a)	General Rule	14
(b)	Paragon Returns	14

Exhibit B

Protected by FRE 408

(c)		Reimbursement for Costs Incurred by Preparer	14
(d)		Allocation of Tax Items Between Joint Return and Related Separate Return	14
(e)		Standard of Performance	14
(f)		Preparer of Returns Required in Connection with Specified Mexican Tax Contests	14
(g)		Preparing and Filing Consistently with Specified Mexican Tax Contests	14
Section 3.4		Financial Accounting Reports	15

ARTICLE IV TAX PAYMENTS			15

Section 4.1		Payment of Taxes to Tax Authorities	15
Section 4.2		Indemnification Payments	15
(a)		Tax Payments Made by the Paragon Group	15
(b)		Tax Payments Made by the Noble Group	15
(c)		Credit for Prior Deemed Tax Payments	15
(d)		Payments for Tax Benefits	15
Section 4.3		Special Rule for Payment of Certain Mexican Tax Receivables	16
Section 4.4		Special Rule for 2013 Brazilian Taxes and Refunds	16
Section 4.5		Special Rule for Brazilian Judicial Deposit	16
Section 4.6		Special Rule for U.S. Refunds	16
Section 4.7		Initial Determinations and Subsequent Adjustments	17
Section 4.8		Interest on Late Payments	17
Section 4.9		Payments by or to Other Group Members	17
Section 4.10		Procedural Matters	18
Section 4.11		Tax Consequences of Payments	18
Section 4.12		Offset Payments	18

ARTICLE V TAX CONTESTS			18

Section 5.1		Notices	18
Section 5.2		Control of Tax Contests	19
(a)		General Rule	19
(b)		Tax Contests Involving Certain Taxes Reported on a Joint Return	19
(c)		Tax Contests Involving Taxes Reported on Certain Brazilian Tax Returns	19
(d)		Tax Contests Involving Mexican Tax Receivables	19
(e)		Non-Controlling Party Participation Rights	19
(f)		Tax Contests Involving Specified Mexican Taxes	20
Section 5.3		Bonding	20

	ARTICLE VI ASSISTANCE AND COOPERATION		21

Section 6.1		Provision of Information	21
(a)		Information with Respect to Joint Returns	21
(b)		Information with Respect Tax Payments	22
(c)		Information with Respect to Separate Returns	22
(d)		Information with Respect to Tax Contests	22

Exhibit B

Protected by FRE 408

Section 6.2	Reliance on Exchanged Information	23
Section 6.3	Provision of Assistance and Cooperation	23
(a)	Assistance with Respect to Joint Returns	23
(b)	Assistance with Respect to Tax Contests	23
(c)	Cooperation	24
Section 6.4	Supplemental Rulings and Supplemental Tax Opinions	24
Section 6.5	Withholding and Reporting	24
Section 6.6	Retention of Tax Records	24
Section 6.7	Confidentiality	24

ARTICLE VII RESTRICTION ON CERTAIN ACTIONS OF THE GROUPS		25

Section 7.1	General Restrictions	25
Section 7.2	Restricted Actions Relating to Tax Materials	25
Section 7.3	Certain Paragon Actions Following the Spin-off	25
(a)	General Rule	25
(b)	Opinion of Counsel with Respect to Restricted Actions	26
Section 7.4	Restricted Actions Relating to Tax Authorities in Mexico	26

ARTICLE VIII MISCELLANEOUS		26

Section 8.1	Entire Agreement	26
Section 8.2	Governing Law	26
Section 8.3	Termination	26
Section 8.4	Notices	27
Section 8.5	Counterparts	27
Section 8.6	Binding Effect; Assignment	27
Section 8.7	No Third party Beneficiaries	27
Section 8.8	Severability	27
Section 8.9	Failure or Indulgence Not Waiver; Remedies Cumulative	27
Section 8.10	Amendment	28
Section 8.11	Authority	28
Section 8.12	Specific Performance	28
Section 8.13	Construction	28
Section 8.14	Performance Guarantees	28
Section 8.15	Limitation of Liability	28
Section 8.16	Predecessors or Successors	28
Section 8.17	Expenses	29
Section 8.18	Amendment Effective Date	29
Section 8.19	Change in Law	29
Section 8.20	Disputes	29

Exhibit B

Protected by FRE 408

AMENDED AND RESTATED TAX SHARING AGREEMENT

This AMENDED AND RESTATED TAX SHARING AGREEMENT (this “ Agreement ”) is entered into as of [__], 2016, between Noble Corporation plc, a public limited company organized under the laws of England and Wales (“ Noble ”) and Paragon Offshore plc, a public limited company organized under the laws of England and Wales (“ Paragon ”). Paragon and Noble sometimes are referred to herein individually as a “ Party ,” and collectively as the “ Parties .” Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to the articles and sections of this Agreement.

RECITALS

WHEREAS, Paragon was, prior to the Spin-off (as defined below), an indirect, wholly-owned Subsidiary of Noble;

WHEREAS, the Board of Directors of Noble determined it would be in the best interests of Noble and its stockholders for Noble to separate the Paragon Business from the Noble Business (the “ Separation ”);

WHEREAS, Noble and Paragon entered into a Master Separation Agreement as of July 31, 2014 in order to set forth the principal arrangements between them regarding the terms of the Separation;

WHEREAS, the Parties entered into a Tax Sharing Agreement dated as of July 31, 2014 (the “ Original Tax Sharing Agreement ”) to provide for and agree upon the allocation between the Parties of Taxes and Tax Benefits arising prior to, and as a result of, and subsequent to the Separation, and provide for and agree upon other matters relating to Taxes;

WHEREAS, on August 1, 2014, Noble distributed to its shareholders all of the shares of Paragon stock in a transaction (the “ Spin-off ”) intended to qualify as a transaction described under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”);

WHEREAS, on February 12, 2016, in connection with the execution of a Term Sheet setting forth the principal terms of a compromise and settlement between the Parties with respect to certain claims relating to the Spin-off, the Parties entered into a binding side letter agreement (the “ Side Letter ”) to provide for certain modifications to the Original Tax Sharing Agreement, such modifications to be effective only during the period beginning on the date of execution of such Side Letter and ending on the date recited above on which the Parties entered into this Agreement (the “ Amendment Effective Date ”); and

WHEREAS, in connection with the Parties entering into a Definitive Settlement Agreement dated as of April 29, 2016, with respect to such claims, the Parties hereto wish to enter into this Agreement to amend and restate the Original Tax Sharing Agreement, in its entirety, superseding any prior amendments or modifications to the Original Tax Sharing Agreement, including those modifications made pursuant to the Side Letter.

Exhibit B

Protected by FRE 408

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Ar ticle I

DEFINITIONS AND EXAMPLES

Section 1.1 Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such first Person.

“ Agreement ” has the meaning set forth in the preamble hereto.

“Amendment Effective Date ” has the meaning set forth in the recitals hereto.

“ Brazilian High Specification Rig Days ” means, with respect to a Tax Year, the total number of days during such Tax Year that High Specification Rigs are present in Brazil, provided that (i) any single day in which multiple High Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, not be treated as a High Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

“ Brazilian Services Agreement ” means that certain Transition Services Agreement, dated the date hereof, entered into among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon, Noble Corporation, Noble Dave Beard Limited, and Noble Drilling (Nederland) II B.V. in connection with the Separation.

“ Brazilian Standard Specification Rig Days ” means, with respect to a Tax Year, the total number of days during such Tax Year that Standard Specification Rigs are present in Brazil, provided that (i) any single day in which multiple Standard Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, be treated as a Standard Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

Exhibit B

Protected by FRE 408

“ Business ” means the Noble Business or the Paragon Business, as the context requires.

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in London, England, are authorized or obligated by applicable law or executive order to close.

“ Code ” has the meaning set forth in the recitals hereto.

“ Control ” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. “ Controlled ” has a meaning correlative to the foregoing.

“ Controlling Party ” means the Party that has primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to ‎Section 5.2.

“ Due Date ” has the meaning set forth in ‎Section 4.8.

“ Governmental Authority ” shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“ Group ” means the Noble Group or the Paragon Group, as the context requires.

“ High Specification Rigs ” means those drilling rigs owned or leased by Noble Group or Paragon Group that are not Standard Specification Rigs.

“ IRS ” means the Internal Revenue Service.

“ IRS Submission ” means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Rulings.

“ Joint Return ” means any Tax Return that includes Tax Items attributable to both the Noble Business and the Paragon Business; provided, however, that (i) Tax Items carried forward from a Tax Year beginning on or before the Spin-off Date to a Tax Year beginning after the Spin-off Date and (ii) Tax Items described in ‎Section 2.3(i) shall be ignored for purposes of this determination.

“ Master Separation Agreement ” means that certain Master Separation Agreement, dated July 31, 2014, entered into between Noble and Paragon in connection with the Separation.

“ Noble ” has the meaning set forth in the preamble hereto.

“ Noble Business ” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

Exhibit B

Protected by FRE 408

“ Noble Group ” means Noble and each Subsidiary of Noble (but only while such Subsidiary is a Subsidiary of Noble) other than any Person that is a member of the Paragon Group.

“ Noble Taxes ” has the meaning set forth in ‎Section 2.1(a).

“ Non-Controlling Party ” means the Party that does not have primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to ‎Section 5.2.

“ Non-Preparer ” means the Party that is not responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Article III.

“ Original Effective Date ” means July 31, 2014, the date on which the parties entered into the Original Tax Sharing Agreement.

“ Original Tax Sharing Agreement ” has the meaning set forth in the recitals hereto.

“ Paragon ” has the meaning set forth in the preamble hereto.

“ Paragon Business ” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“ Paragon Group ” means (i) with respect to any Pre-Spin Period, Paragon and each other Subsidiary of Noble that is (or will be) a Subsidiary of Paragon on the Spin-off Date and (ii) with respect to any Post-Spin Period, Paragon and each Subsidiary of Paragon (but only while such Subsidiary is a Subsidiary of Paragon).

“ Paragon Taxes ” has the meaning set forth in ‎Section 2.2(a).

“ Party ” has the meaning set forth in the preamble hereto.

“ Payment Date ” means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“ Post-Spin Period ” means any Tax Year (or portion thereof) beginning after the Spin-off Date.

Exhibit B

Protected by FRE 408

“ Pre-Spin Period ” means any Tax Year (or portion thereof) ending on or before the Spin-off Date.

“ Preparer ” means the Party that is responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Article III.

“ Prime Rate ” means the fluctuating commercial loan rate announced by JPMorgan Chase Bank, National Association from time to time at its New York, NY office as its prime rate or base rate for U.S. Dollar loans in the United States of America in effect on the date of determination.

“ Related Separation Transactions ” means the transactions described in Schedule 1.1.

“ Requesting Party ” has the meaning set forth in ‎Section 6.4.

“ Rulings ” mean (i) PLR-128740-13 issued to Noble and dated October 21, 2013, and (ii) PLR-128741-13, issued to Noble Holding (U.S.) Corporation and dated October 21, 2013.

“ Ruling Request ” means Noble’s and Noble Holding (U.S.) Corporation’s request for substantially identical rulings filed with the IRS, dated June 24, 2013 (which incorporates prior submissions dated January 23, 2013, March 8, 2013, May 3, 2013, and May 29, 2013), as supplemented on July 11, 2013, and October 18, 2013 (in each case, including all appendices, schedules, attachments, and exhibits thereto), and additional related email correspondence with the IRS.

“ Separate Return ” means any Tax Return that is not a Joint Return.

“ Separation ” has the meaning set forth in the recitals hereto.

“ Side Letter ” has the meaning set forth in the recitals hereto.

“ Specified Mexican Tax Contest ” has the meaning set forth in Section 5.2(f).

“ Specified Mexican Taxes ” means (i) income taxes ( Impuesto Sobre la Renta e Impuesto Empresarial a Tasa Única ) and value added taxes ( Impuesto al Valor Agregado ) and any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, inflation adjustments ( actualizaciones ), surcharges ( recargos ) and penalties and fines ( multas )) imposed by Tax Authorities in Mexico and arising from the operation or ownership of the Paragon Business (determined pursuant to Section 2.3) for the Tax Years 2005, 2006, 2007, 2008, 2009 and 2010 and (ii) general import or export taxes ( Impuesto General de Importación o Exportación ) and any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, customs processing fees ( derechos de trámite aduanero ), inflation adjustments ( actualizaciones ), surcharges ( recargos ) and penalties and fines ( multas )) imposed by Tax Authorities in Mexico and arising from the operation or ownership of the Paragon Business (determined pursuant to Section 2.3) with respect to any Tax Year through and including 2010; provided, however , that Specified Mexican

Exhibit B

Protected by FRE 408

Taxes do not include any Taxes paid to a Tax Authority prior to February 12, 2016, the date of execution of the Side Letter. For the avoidance of doubt, no Tax that has not been paid prior to February 12, 2016, is excluded from being a Specified Mexican Tax solely by reason of being paid or ultimately resolved between February 12, 2016, and the Amendment Effective Date.

“ Spin-off ” has the meaning set forth in the recitals hereto.

“ Spin-off Date ” means August 1, 2014, the date on which the Spin-off occurred.

“ Standard Specification Rigs ” means the drilling rigs set forth on Schedule 1.1(c) of the Master Separation Agreement.

“ Subsidiary ” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“ Supplemental IRS Submission ” means any request for a Supplemental Ruling, each supplemental submission and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining any Supplemental Ruling.

“ Supplemental Ruling ” means any private letter ruling obtained by Noble or Paragon from the IRS which supplements or otherwise modifies the Rulings.

“ Supplemental Tax Opinion ” means, with respect to a specified action, an opinion (other than the Tax Opinion) from Tax Counsel to the effect that (subject to any customary assumptions, qualifications, and limitations set forth therein), (i) such action will not preclude the Spin-off from qualifying as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble and its shareholders (except with respect to cash received in lieu of fractional shares) and (ii) any Tax imposed on any part of the Related Separation Transactions will not be increased.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment or other charge in the nature of or in lieu of any tax) imposed by any Governmental Authority and any interest, penalties, additions to tax or additional amounts in respect of the foregoing.

“ Tax Authority ” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority (if any) charged with the assessment, determination or collection of such Tax for such Governmental Authority.

Exhibit B

Protected by FRE 408

“ Tax Benefit ” means any credit, deduction or other attribute that may have the effect of decreasing any Tax.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining or recovering Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

“ Tax Counsel ” means (i) with respect to the Tax Opinion, Baker Botts L.L.P. or (ii) with respect to a Supplemental Tax Opinion, a nationally recognized law firm or accounting firm designated by the Party to whom such opinion is delivered.

“ Tax Detriment ” means any income, gain or other attribute that may have the effect of increasing any Tax.

“ Tax Item ” means any Tax Benefit or Tax Detriment.

“ Tax Law ” means the law of any Governmental Authority and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“ Tax Materials ” means (i) the Rulings, (ii) each IRS Submission, (iii) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion or Supplemental Tax Opinion, and (iv) any other materials delivered or deliverable by Noble, Paragon and others in connection with the rendering by Tax Counsel of the Tax Opinion or Supplemental Tax Opinion or the issuance by the IRS of the Rulings or any Supplemental Ruling.

“ Tax Opinion ” means the opinion delivered by Tax Counsel to Noble in connection with the Spin-off and Related Separation Transactions substantially to the effect that (subject to the assumptions, qualifications and limitations set forth therein) for U.S. federal income tax purposes (i) the Spin-off will qualify as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon and (ii) certain Related Separation Transactions will be Tax-free to the parties involved.

“ Tax Records ” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“ Tax Return ” means any report of Taxes due (including estimated Taxes), any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration or document required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

Exhibit B

Protected by FRE 408

“ Tax Year ” means, with respect to any Tax, the year, or other period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

Section 1.2 Examples . The operation of various provisions of this Agreement is illustrated by examples in Schedule 1.2 hereto, and this Agreement shall be interpreted in accordance with such examples.

Article II

TAX LIABILITIES AND TAX BENEFITS

Except as otherwise provided in ‎Section 5.1 (Notices) and ‎Article VI (Assistance and Cooperation), the Parties shall be liable for and indemnify each other against Taxes and reimburse each other for the use of Tax Benefits as prescribed in this ‎Article II and shall make payments with respect to such Taxes and Tax Benefits in accordance with ‎Article IV (Tax Payments).

Section 2.1 Noble Taxes .

(a) Liability for Taxes. For any Tax Year (or portion thereof), Noble shall be liable for and indemnify the Paragon Group against Noble’s allocable portion of Taxes imposed on the Noble Group and the Paragon Group (“ Noble Taxes ”). Such portion shall be determined by taking into account the following Tax Items on a pro forma stand-alone basis (as determined pursuant to ‎Section 2.4(a)):

(i) Tax Detriments resulting from the Spin-off or the Related Separation Transactions, except to the extent that such Tax Detriments are directly attributable to Paragon’s breach of any covenant or representation under ‎Article VII,

(ii) Tax Benefits resulting from the Spin-off or the Related Separation Transactions,

(iii) Tax Detriments (other than Tax Detriments resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business,

(iv) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business, and

(v) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business, but only to the extent such Tax Benefits are not taken into account in calculating Paragon Taxes under ‎Section 2.2(a)(iii).

Exhibit B

Protected by FRE 408

(b) Payment for Paragon Tax Benefits . Noble shall pay Paragon for any Tax Benefit that is taken into account in calculating Noble Taxes pursuant to ‎ Section 2.1(a)(v); provided, however, that (i) payment for any such Tax Benefit arising in a Pre-Spin Period and utilized in a Tax Year beginning befor e the Spin-off Date shall be required only if the creation or use of such Tax Benefit results from a Tax Contest resolved after the Spin-off Date and (ii) payment for any Tax Benefit arising from the payment of a Specified Mexican Tax shall be required only to the extent provided in ‎ Section 2.5(b).

Section 2.2 P aragon Taxes .

(a) Liability for Taxes. For any Tax Year (or portion thereof), Paragon shall be liable for and indemnify the Noble Group against Paragon’s allocable portion of Taxes imposed on the Noble Group and the Paragon Group (“ Paragon Taxes ”); provided, however, that Paragon shall be liable for and indemnify the Noble Group against Paragon Taxes that are Specified Mexican Taxes only to the extent provided in ‎Section 2.5(a). Such portion shall be determined by taking into account the following Tax Items on a pro forma stand-alone basis (as determined pursuant to ‎Section 2.4(a)):

(i) Tax Detriments resulting from the Spin-off or the Related Separation Transactions to the extent that such Tax Detriments are directly attributable to Paragon’s breach of any covenant or representation under ‎Article VII,

(ii) Tax Detriments (other than Tax Detriments resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business,

(iii) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Paragon Business, and

(iv) Tax Benefits (other than Tax Benefits resulting from the Spin-off or the Related Separation Transactions) arising from the operation or ownership of the Noble Business, but only to the extent such Tax Benefits are not taken into account in calculating Noble Taxes under ‎Section 2.1(a)(iv).

(b) Payment for Noble Tax Benefits. Paragon shall pay Noble for any Tax Benefit that is taken into account in calculating Paragon Taxes pursuant to ‎Section 2.2(a)(iv); provided, however, that (i) payment for any such Tax Benefit arising in a Pre-Spin Period and utilized in a Tax Year beginning before the Spin-off Date shall be required only if the creation or use of such Tax Benefit results from a Tax Contest resolved after the Spin-off Date and (ii) payment for any Tax Benefit arising from the payment of a Specified Mexican Tax shall be required only to the extent provided in ‎Section 2.5(b).

Exhibit B

Protected by FRE 408

Section 2.3 Rules for Determining from which Business a Tax Item Arises . For purposes of ‎ Article II, the following rules shall apply to determine from which Business a Tax Item arises:

(a) General Rule . Except to the extent otherwise provided in this ‎ Section 2.3, Tax Items shall be deemed to arise from the operation or ownership of the Business to which such items are most closely related.

(b) Brazil . Tax Items related to Taxes imposed by a Tax Authority in Brazil for a Tax Year shall be deemed to arise from the operation or ownership of the Noble Business and the Paragon Business in the same proportion as the number of Brazilian High Specification Rig Days bears to the number of Brazilian Standard Specification Rig Days, respectively, for such Tax Year. For the avoidance of doubt, the Parties agree that the allocation of Tax Benefits set forth on Schedule 2.3(b) is consistent with this ‎Section 2.3(b).

(c) Mexico . Tax Items related to Taxes imposed on any member of the Noble Group or the Paragon Group (other than Paragon Offshore Contracting GmbH or Noble Mexico Limited ) by any Governmental Authority in Mexico with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business; provided , however , that any Taxes resulting from the restructuring or dissolution of any Person listed on Schedule 2.3(c) shall be deemed to arise from the operation or ownership of the Noble Business.

(d) Norway . Net operating losses incurred by Paragon Offshore Drilling AS, Paragon Offshore AS, or Paragon Seillean AS during a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business, provided , however , that any such net operating losses shall be deemed to arise from the operation or ownership of the Noble Business to the extent such losses are used to offset any deferred gains arising in Norway from the operation or ownership of the Noble Business.

(e) Netherlands . Tax Items related to Taxes imposed on Noble-Neddrill International Limited by any Governmental Authority in the Netherlands shall be deemed to arise from the operation or ownership of the Paragon Business. Tax Items related to Taxes imposed on Noble Drilling (Nederland) II B.V. and Noble Resources Limited by any Governmental Authority in the Netherlands shall be deemed to arise from the operation or ownership of the Noble Business.

(f) Standard Specification Jurisdictions . Tax Items related to Taxes imposed by any Governmental Authority in Brunei, Cameroon, Congo, Denmark, Gabon, India, Ivory Coast, Labuan, Malaysia, Nigeria, or Qatar with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Paragon Business.

(g) High Specification Jurisdictions . Tax Items related to Taxes imposed by any Governmental Authority in Argentina, Australia, China, Cyprus, Egypt, Israel, Libya, New Zealand, or Saudi Arabia with respect to a Pre-Spin Period shall be deemed to arise from the operation or ownership of the Noble Business.

Exhibit B

Protected by FRE 408

(h) Overhead Costs . Tax Items related to overhead costs and expenses that do not directly relate to either Business shall be allocated be tween the Noble Business and the Paragon Business in a manner that is consistent with the practice of the Groups before the Spin-off Date.

(i) Tax Benefits Arising from Equity Awards. Tax Benefits arising from the vesting or payment of an equity award shall be deemed to arise from the operation or ownership of the Business that received the benefit of the services to which such equity award relates, regardless of whether such equity award is paid in the form of Noble stock, Paragon stock, or other consideration. Schedule 2.3(i) sets forth the allocation of specific equity awards in a manner that the Parties agree is consistent with this ‎Section 2.3(i).

Section 2.4 Sp ecial Rules .

(a) Pro Forma Stand-Alone Basis. For purposes of computing Noble Taxes and Paragon Taxes on a pro forma stand-alone basis, Tax Items shall be taken into account:

(i) only to the extent required or allowable under a pplicable Tax Law on a pro forma stand-alone basis,

(ii) by using all applicable elections, accounting methods, and conventions used on the Tax Return on which such Tax Items are actually reported,

(iii) by applying the average Tax rate on such Tax Return, provided , however , if any category of Tax Items is subject to a different rate of Tax than other categories of Tax Items on such Tax Return, the average Tax rate applicable to such category of Tax Items reported on the Tax Return shall apply with respect to such Tax Items, and

(iv) by treating Tax Benefits as used in the order specified under applicable Tax Law or, to the extent that such Tax Law does not specify the order of use, used pro rata.

(b) Allocation in Straddle Periods. For purposes of ‎Section 2.1(b) and ‎ Section 2.2(b), Tax Benefits arising during any Tax Year that begins on or before and ends after the Spin-off Date shall be treated as arising during the Pre-Spin Period or the Post-Spin Period based on an interim closing of the books as of and including the day of the Spin-off Date. Notwithstanding the foregoing, Tax Items attributable to any such Tax Year that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) shall be apportioned between the Pre-Spin Period and the Post-Spin Period on a daily pro rata basis.

Exhibit B

Protected by FRE 408

(c) Differences between Taxes Shown on Joint Return and Taxes Computed on a Pro Forma Stand-Alone Basis . If, without regard to this ‎ Section 2.4(c), the sum of Noble Taxes and Paragon Taxes relating to a Joint Return is different from the am ount of Tax shown on such Joint Return, then the Tax shown on such Joint Return shall be allocated between the Parties in the same proportion as the amount of Noble Taxes or Paragon Taxes, as appropriate, bears to the sum of Noble Taxes and Paragon Taxes relating to such Joint Return.

Section 2.5 Specifi ed Mexican Taxes .

(a) Liability for Specified Mexican Taxes. Notwithstanding anything to the contrary in this Article II, Noble shall be liable for and indemnify the Paragon Group against (A) one hundred percent (100%) of any Specified Mexican Taxes relating to income taxes ( Impuesto Sobre la Renta e Impuesto Empresarial a Tasa Única ) or value added taxes ( Impuesto al Valor Agregado ), including any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, inflation adjustments ( actualizaciones ), surcharges ( recargos ) and penalties and fines ( multas )), imposed by Tax Authorities in Mexico on any member of the Noble Group, (B) fifty percent (50%) of any Specified Mexican Taxes relating to income taxes ( Impuesto Sobre la Renta y Impuesto Empresarial a Tasa Única ) or value added taxes ( Impuesto al Valor Agregado ), including any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, inflation adjustments ( actualizaciones ), surcharges ( recargos ) and penalties and fines ( multas )), imposed by Tax Authorities in Mexico on any member of the Paragon Group, and (C) fifty percent (50%) of any Specified Mexican Taxes relating to general import or export taxes ( Impuesto General de Importación o Exportación ), including any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, customs processing fees ( derechos de trámite aduanero ), inflation adjustments ( actualizaciones ), surcharges ( recargos ) and penalties and fines ( multas )), imposed by Tax Authorities in Mexico; and Paragon shall, for the avoidance of doubt, be liable for and indemnify the Noble Group against the remaining fifty percent (50%) of any Specified Mexican Taxes described in clauses (B) and (C) above.

(b) Tax Benefits Arising from the Payment of Specified Mexican Taxes. Paragon shall pay Noble for any Tax Benefit arising from the payment of a Specified Mexican Tax for which Noble is liable pursuant to Section 2.5(a) if and to the extent that such Tax Benefit reduces any Tax allocable to Paragon under this Agreement, and Noble shall pay Paragon for any Tax Benefit arising from the payment of a Specified Mexican Tax for which Paragon is liable pursuant to Section 2.5(a) if and to the extent that such Tax Benefit reduces any Tax allocable to Noble under this Agreement.

Exhibit B

Protected by FRE 408

Article III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1 Jo int Returns.

(a) Preparer of Joint Returns . Except as provided in Section 3.3(f), Noble shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Joint Returns required to be filed under applicable Tax Law by a member of the Noble Group, and Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Joint Returns required to be filed under applicable Tax Law by a member of the Paragon Group.

(b) Procedures Governing Joint Returns . The Preparer shall make any Joint Return, or relevant portion thereof, available to the Non-Preparer within a reasonable time period before the Joint Return is due, taking into account any extensions that the Preparer files, and shall consider in good faith any comments on such Tax Return that are provided in writing by the Non-Preparer, which comments shall be provided within a reasonable time period after such Tax Return is made available to the Non-Preparer. Furthermore, with respect to any Joint Return, except as provided in Section 3.3(f), the Preparer shall not take (and shall cause the members of the Preparer’s Group not to take) any position that it knows, or reasonably should know, is inconsistent with the past practice of the Groups.

Section 3.2 Sep arate Returns.

(a) Preparer of Separate Returns—General Rule . Except as provided in ‎ Section 3.2(b) or Section 3.3(f), Noble shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Noble Business, and Paragon shall be responsible for preparing and timely filing (or causing to be prepared and filed) all Separate Returns that include Tax Items attributable to the Paragon Business. For purposes of this ‎Section 3.2(a), (i) Tax Items carried forward from a Tax Year beginning on or before the Spin-off Date to a Tax Year beginning after the Spin-off Date and (ii) Tax Items described in ‎Section 2.3(i) shall be ignored.

(b) Special Rule for Certain Mexican Returns . Noble shall have full control over the filing of any Separate Returns to the extent related to Mexican tax receivables described in ‎Section 4.3.

Exhibit B

Protected by FRE 408

Section 3.3 Special Rules Relating to the Preparation of Tax Returns .

(a) General Rule. Except as otherwise provided in this Agreement, the Party responsible for filing (or causing to be filed) a Tax Return pursuant to Article III shall have the exclusive right, in its sole discretion, with respect to such Tax Return to determine (i) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used, and the manner in which any Tax Item shall be reported, (ii) whether any extensions may be requested, (iii) whether an amended Tax Return shall be filed, (iv) whether any claims for refund shall be made, (v) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax and (vi) whether to retain outside firms to prepare or review such Tax Return.

(b) Paragon Returns. With respect to any Separate Return Paragon is obligated to file pursuant to Article III, Paragon shall not take (and shall cause the members of the Paragon Group not to take) any position that it knows, or reasonably should know, would adversely affect any member of the Noble Group. Furthermore, with respect to any such Separate Return, Paragon shall not take (and shall cause the members of the Paragon Group not to take) any position that it knows, or reasonably should know, is inconsistent with the past practice of the Noble Group or the Paragon Group.

(c) Reimbursement for Costs Incurred by Preparer . The Non-Preparer of a given Tax Return may request that the Preparer amend such Tax Return for the benefit of the Non-Preparer. If the Preparer agrees, in its sole discretion, to amend such Tax Return, the Preparer shall be entitled to reimbursement from the Non-Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s request, to the extent those costs exceed $50,000.

(d) Allocation of Tax Items Between Joint Return and Related Separate Return. Notwithstanding ‎ Section 3.3(a), if Tax Items are allocated between a Joint Return and any related Separate Return, then the Preparer of such Separate Return shall (and shall cause the members of its Group to) file the related Separate Return in a manner that is consistent with the reporting of such Tax Items on the Joint Return.

(e) Standard of Performance. The Parties shall prepare (or cause to be prepared) Joint Returns with the same general degree of care used in preparing Separate Returns.

(f) Preparer of Returns Required in Connection with Specified Mexican Tax Contests. Notwithstanding any other provision in this Agreement, the Controlling Party (as determined under ‎ Section 5.2(f)) with respect to any Specified Mexican Tax Contest shall be the Preparer with respect to any Tax Returns required to be filed in connection with the settlement or resolution of such Specified Mexican Tax Contest.

(g) Preparing and Filing Consistently with Specified Mexican Tax Contests. Notwithstanding any other provision in this Agreement, with respect to all Tax Returns filed with a Governmental Authority in Mexico for Tax Years that are Pre-Spin Periods, the Preparer shall prepare and file such Tax Returns consistently with the settlement or resolution of all Specified Mexican Tax Contests, unless Noble otherwise consents.

Exhibit B

Protected by FRE 408

Section 3.4 Financial Accounting Reports . With respect to Tax Items that are reflected on Noble’s financial accounting books, Paragon shall not prepare its financial accounting books in a manner that is inconsistent with Noble’s reporting of such Tax Items.

Article IV

TAX PAYMENTS

Section 4.1 Payment of Taxes to Tax Authorities . Noble shall be responsible for remitting (or causing to be remitted) to the proper Tax Authority all Tax shown (including Taxes for which Paragon is wholly or partially liable pursuant to ‎Section 2.2 or ‎ Section 2.5(a)) on any Tax Return for which it is responsible for the preparation and filing pursuant to Article III, and Paragon shall be responsible for remitting (or causing to be remitted) to the proper Tax Authority all Tax shown (including Taxes for which Noble is wholly or partially liable pursuant to ‎Section 2.1 or ‎Section 2.5(a)) on any Tax Return for which it is responsible for the preparation and filing pursuant to Article III.

Section 4.2 Indemni fication Payments.

(a) Tax Payments Made by the Paragon Group. If any member of the Paragon Group remits a payment to a Tax Authority for Taxes for which Noble is wholly or partially liable under this Agreement, Noble shall remit the amount for which it is liable to Paragon within 30 Business Days after receiving written notification requesting such amount.

(b) Tax Payments Made by the Noble Group. If any member of the Noble Group remits a payment to a Tax Authority for Taxes for which Paragon is wholly or partially liable under this Agreement, Paragon shall remit the amount for which it is liable to Noble within 30 Business Days after receiving written notification requesting such amount.

(c) Credit for Prior Deemed Tax Payments . For purposes of Section 4.2, (i) the portion of Taxes paid by the Noble Group to a Tax Authority for which Paragon is wholly or partially liable and (ii) the portion of Taxes paid by the Paragon Group to a Tax Authority for which Noble is wholly or partially liable will be determined by assuming that Paragon and Noble, as appropriate, previously paid the amounts specified in Schedule 4.2(c) with respect to Taxes.

(d) Payments for Tax Benefits .

(i) If a member of the Noble Group uses a Tax Benefit for which Paragon is entitled to reimbursement pursuant to ‎Section 2.1(b) or Section 2.5(b), Noble shall pay to Paragon, within 30 Business Days following the use of such Tax Benefit, an amount equal to the deemed value of such Tax Benefit, as determined in ‎Section 4.2(d)(iv).

Exhibit B

Protected by FRE 408

(ii) If a member of the Paragon Group uses a Tax Benefit for which Noble is entitled to reimbursement pursuant to ‎ Section 2.2(b) or Section 2.5(b), Paragon shall pay to Noble, within 30 Business Days following the use of such Tax Benefit, an amount equal to the deemed value of such Tax Benefit, as determined in ‎ Section 4.2(d)(iv).

(iii) For purposes of this Agreement, a Tax Benefit will be considered used (A) in the case of a Tax Benefit that generates a Tax refund, at the time such Tax refund is received and (B) in all other cases, at the time the Tax Return is filed with respect to such Tax Benefit or, if no Tax Return is filed, at the time the Tax would have been due in the absence of such Tax Benefit.

(iv) The deemed value of any such Tax Benefit will be (A) in the case of a Tax credit, the amount of such credit or (B) in the case of a Tax deduction, an amount equal to the product of (1) the amount of such deduction and (2) the highest statutory rate applicable under Section 11 of the Code or other applicable rate under state, local or foreign law, as appropriate.

Section 4.3 Special Rule for Payment of Certain Mexican Tax Receivables . Notwithstanding any other provision of this Agreement, Paragon shall pay to Noble any amounts received from (or utilized as an offset or credit against Taxes imposed by) any Tax Authority in Mexico that relate to the aggregate tax receivables found on the statutory books of the Persons listed in Schedule 4.3 as of June 30, 2014.

Section 4.4 Special Rule for 2013 Brazilian Taxes and Refunds . Notwithstanding any other provision of this Agreement, any additional Tax due to any Tax Authority in Brazil with respect to the 2013 Tax Year shall be the responsibility of Paragon, and Paragon shall reimburse Noble for any such Taxes paid by the Noble Group to any Tax Authority in Brazil. Likewise, and notwithstanding any other provision of this Agreement, Paragon shall be entitled to any refund of Taxes previously paid by the Noble Group or the Paragon Group to any Tax Authority in Brazil with respect to the 2013 Tax Year, and Noble shall remit to Paragon any such refund received by the Noble Group.

Section 4.5 Special Rule for Brazilian Judicial Deposit . Notwithstanding any other provision in the Agreement, Paragon shall pay to Noble any amounts, including accrued interest, arising out of lawsuit number 0018408-55.2009.4.02.5101 filed before the 15th Federal Court of Rio de Janeiro against the Principal of Itaguai Port Customs Office in Brazil that relate to the guarantee deposit for the Noble Dave Beard. Any such payment by Paragon shall be net of any Brazilian tax expense related to the interest income (on the Judicial Deposit), so that Paragon is made whole for the interest income.

Section 4.6 Special Rule for U.S. Refunds . Notwithstanding any other provision of this Agreement, Noble shall be entitled to any refund of Taxes previously paid by the Noble Group or the Paragon Group to any Tax Authority in the United States to the extent such refund arises as the result of the payment of additional Taxes in Mexico (other than Specified Mexican Taxes) for Tax Years 2002 through 2006 under Mexico’s amnesty program.

Exhibit B

Protected by FRE 408

Section 4.7 Initial Determinations and Subsequent Adjustments . The initial determination of the amount of any payment that one Party is required to make to another under this Agreement shall be made on the basis of the Tax Return as filed, or, if the Tax to which the payment relates is not reported in a Tax Return, on the basis of the amount of Tax initially paid to the Tax Authority. The amounts paid under this Agreement will be redetermined, and additional payments relating to such redetermination will be made, as appropriate, if as a result of an audit by a Tax Authority, an amended Tax Return, an actual or deemed payment under Section 4.2 in excess of the amounts owed thereunder, or for any other reason (i) additional Taxes to which such redetermination relates are subsequently paid, (ii) a refund of such Taxes is received, (iii) the Group to which a Tax Item is allocated changes or (iv) the amount or character of any Tax Item is adjusted or redetermined. Each payment required by the immedi ately preceding sentence (i) as a result of a payment of additional Taxes will be due 30 Business Days after the date on which the additional Taxes were paid, (ii) as a result of the receipt of a refund will be due 30 Business Days after the refund was received, (iii) as a result of a change in the allocation of a Tax Item will be due 30 Business Days after the date on which the final action resulting in such change is taken by a Tax Authority or either Party or any member of its Group or (iv) as a result of an adjustment or redetermination of the amount or character of a Tax Item will be due 30 Business Days after the date on which the final action resulting in such adjustment or redetermination is taken by a Tax Authority or either Party or any member of its Group. If a payment is made as a result of an audit by a Tax Authority which does not conclude the matter, further adjusting payments will be made, as appropriate, to reflect the outcome of subsequent administrative or judicial proceedings.

Section 4.8 Interest on Late Payments . Payments pursuant to this Agreement that are not made by the date prescribed in this Agreement or, if no such date is prescribed, within 30 Business Days after written demand for payment is made (the “ Due Date ”) shall bear interest for the period from and including the date immediately following the Due Date through and including the date of payment at a per annum rate fixed at the Prime Rate plus 2% per annum, subject to any maximum amount permitted by applicable Law, on the Due Date (or, if the Due Date is not a business day, as of 11:00 a.m. New York, NY time on the first business day following the Due Date). Such rate shall be redetermined at the beginning of each calendar quarter following such Due Date. Such interest will be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days for which due.

Section 4.9 Payments by or to Other Group Members . When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to Noble or Paragon may be made by or to another member of the Noble Group or the Paragon Group, as appropriate, but nothing in this ‎Section 4.9 shall relieve Noble or Paragon of its obligations under this Agreement.

Exhibit B

Protected by FRE 408

Section 4.10 Procedural Matters . Any written notice for indemnification delivered to the indemnifying Party in accordance with ‎ Section 8.4 shall state the amount due and owing together with a schedule calculating in reasonable detail such amount (and shall include any relevant Tax Records, statement, bill or invoice related to such Taxes, costs, expenses or other amounts due and owing). All payments required to be made by one Party to the other Party pursuant to this ‎ Article IV shall be made in U.S. Dollars by e lectronic, same day wire transfer. Payments shall be deemed made when received. If the indemnifying Party fails to make a payment to the indemnified Party within the time period set forth in this ‎ Article IV, the indemnifying Party shall pay to the indemnified Party, in addition to interest that accrues pursuant to ‎ Section 4.8, any costs or expenses incurred by the indemnified Party to secure such payment or to satisfy the indemnifying Party’s portion of the obligation giving rise to the indemnification payment.

Section 4.11 Tax Consequences of Payments . For all Tax purposes and to the extent permitted by applicable Tax Law, the Parties shall characterize any payment made pursuant to this Agreement in the same manner as if such payment were a capital contribution by Noble to Paragon or a distribution by Paragon to Noble, as the case may be, immediately prior to the Spin-off Date. If any such payment (or portion thereof) causes, directly or indirectly, an increase in the Taxes owed by the recipient (or any of the members of its Group) under one or more applicable Tax Laws through withholding or otherwise, the payor’s payment obligation (or portion thereof) under this Agreement shall be grossed up to take into account any additional Taxes that may be owed by the recipient (or any of the members of its Group) as a result of such payment. In the event that a Tax Authority asserts that Noble’s or Paragon’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this ‎Section 4.11, Noble or Paragon, as appropriate, shall use its commercially reasonable efforts to contest such assertion.

Section 4.12 Offset Payments . Each Party shall be entitled to offset against its obligation to make any payment contemplated by this Agreement any amount owed to such Party by the other Party or any of its Affiliates pursuant to the Side Letter or this Agreement.

Article V

TAX CONTESTS

Section 5.1 Notices . Each Party shall provide prompt notice to the other Party of any pending or threatened Tax Contest of which it becomes aware relating to (i) Taxes for which it may be indemnified by the other Party hereunder, (ii) the qualification of the Spin-off as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon, or (iii) any change in the Tax treatment of the Related Separation Transactions. Such notice shall contain factual information (to the extent known by the notifying Party or its agents or representatives) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If (i) an indemnified Party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder, (ii) such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, and (iii) the

Exhibit B

Protected by FRE 408

indemnifying Party has the right, pursuant to ‎ Section 5.2, to control the Tax Contest relating to such Tax liability, then (A) if the indemnifying Party is precluded from contesting the asserted Tax liability as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability and (B) if the indemnifying Party is not precluded from contesting the asserted Tax liability, but such failure to give prompt notice results in a monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay the indemnified Party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 5.2 Contro l of Tax Contests.

(a) General Rule. Except as otherwise provided in this ‎Section 5.2, the Preparer of any Tax Return shall be the Controlling Party with respect to any Tax Contest involving a Tax reported on such Tax Return.

(b) Tax Contests Involving Certain Taxes Reported on a Joint Return. The Non-Preparer shall be the Controlling Party with respect to that portion of any Tax Contest involving a Tax or Tax Benefit reported on a Joint Return where the Non-Preparer is liable for such Tax or entitled to reimbursement for such Tax Benefit under this Agreement and such Tax or Tax Benefit is separable from all other Taxes or Tax Benefits reported on such Joint Return; provided, however , that Noble shall be the Controlling Party with respect to any Tax Contest involving Separation Tax Items.

(c) Tax Contests Involving Taxes Reported on Certain Brazilian Tax Returns. The Parties shall use all commercially reasonable means to mitigate the assessment of Taxes by any Tax Authority in Brazil and shall share all reasonable third-party costs that are attributable to such mitigation in the same proportion as the number of Brazilian High Specification Rig Days bears to the number of Brazilian Standard Specification Rig Days, respectively, for such Tax Year.

(d) Tax Contests Involving Mexican Tax Receivables. Noble shall be the Controlling Party with respect to any Tax Contest to the extent related to Mexican tax receivables described in ‎Section 4.3. Noble shall reimburse Paragon for any reasonable third-party costs incurred by the Paragon Group in connection with such contest.

(e) Non-Controlling Party Participation Rights. Except as otherwise provided in ‎Section 5.2(f), with respect to any Tax Contest involving a Tax for which the Non-Controlling Party may be liable, or a Tax Benefit to which the Non-Controlling Party may be entitled to reimbursement under this Agreement, (i) the Non-Controlling Party shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Controlling Party shall keep the Non-Controlling Party reasonably informed and consult in good faith with the Non-Controlling Party and its Tax advisors with respect to any issue relating to such Tax Contest, (iii) the Controlling Party shall provide the Non-Controlling Party with copies of all correspondence, notices and other written materials received from any Tax Authority and shall otherwise keep the Non-Controlling Party and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority, (iv)

Exhibit B

Protected by FRE 408

the Non-Controlling Party may request that the Controlling Party take a position in respect of such Tax Contest, and the Controlling Party shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), (B) the adoption of such position would not reasonably be expected to increase the Taxes for which the Controlling Party is liable, or decrease the Tax Benefit for which it is entitled to reimbursement, under this Agreement (unless the Non-Controlling Party agrees to indemnify and hold harmless the Controlling Party from such increase in Taxes or reduction in Tax Benefits), and (C) the Non-Controlling Party agrees to reimburse the Controlling Party for any reasonable third-party costs that are attributable to the Non-Controlling Party’s request, to the extent those costs exceed $50,000, (v) the Controlling Party shall provide the Non-Controlling Party with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give good faith consideration to any comments or suggested revisions that the Non-Controlling Party or its Tax advisors may have with respect thereto, and (vi) there will be no settlement, resolution or closing or other agreement with respect thereto without the consent of the Non-Controlling Party, which consent shall not be unreasonably withheld or delayed.

(f) Tax Contests Involving Specified Mexican Taxes. Noble shall be the Controlling Party with respect to any Tax Contest involving any Specified Mexican Tax (“ Specified Mexican Tax Contest ”) and, notwithstanding Section 5.2(e), the Non-Controlling Party shall have no participation rights with respect to such Specified Mexican Tax Contest; provided that, with respect to any Specified Mexican Tax Contest involving a Specified Mexican Tax for which Paragon has the obligation to pay any portion of the ultimate resolved amount, Paragon shall have the participation rights given a Non-Controlling Party pursuant to Section 5.2(e) (other than clause (iv) and clause (vi) thereof, each of which will not apply to any Specified Mexican Tax Contest); provided further that, to the extent Noble fails or ceases to exercise its rights as the Controlling Party with respect to any Specified Mexican Tax Contest for which Paragon has the obligation to pay any portion of the ultimate resolved amount, without prejudice to Paragon’s other rights under this Agreement, Paragon shall have the rights afforded to the Controlling Party. For the avoidance of doubt, the Controlling Party shall have sole authority to settle any Specified Mexican Tax Contest in its sole discretion. With respect to any Specified Mexican Tax Contest, the Non-Controlling Party shall reimburse the Controlling Party for fifty percent (50%) of any out-of-pocket costs and expenses ( e.g., professional fees, court costs, third-party storage fees, etc., but specifically excluding any costs, fees and expenses of bonding) incurred by the Controlling Party in connection with such Specified Mexican Tax Contest on a quarterly basis. Paragon will fund estimates of the expenses it is required to reimburse to Noble in advance on a quarterly basis.

Section 5.3 Bonding . In order to satisfy certain bonding requirements necessary to conduct any Specified Mexican Tax Contests, Noble shall provide direct bonding, at its own cost and expense, for the Specified Mexican Taxes on the following basis:

(a) Noble’s direct bonding may take the form of cash, a letter of credit or any other assurance that satisfies any bonding or surety provider selected by Noble to issue any bond;

Exhibit B

Protected by FRE 408

(b) Noble shall provide direct bonding until a full and final resolution of the Specified Mexican Tax Contests;

(c) to the extent that Paragon has provided a bond for any Specified Mexican Tax prior to the Amendment Effective Date, upon the Amendment Effective Date, Noble shall provide direct bonding to replace any such bonding provided by Paragon; and

(d) upon the full and final resolution of any Specified Mexican Tax Contest (or any portion thereof) for which Noble has provided a bond, the Parties shall ensure that Noble’s bond (or the applicable portion thereof) is unconditionally released.

Article VI

ASSISTANCE AND COOPERATION

Section 6.1 Provisio n of Information.

(a) Information with Respect to Joint Returns . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with (A) all Tax Records or other information then in the possession of the Non-Preparer’s Group that are reasonably necessary for the Preparer to properly and timely file all Joint Returns and (B) to the extent applicable Tax Law permits Tax Items allocable to the Non-Preparer pursuant to ‎Article II to be taken into account separately from Tax Items allocable to the Preparer pursuant to ‎Article II, pro forma portions of such Joint Returns, prepared in a format reasonably acceptable to the Preparer and which include only Tax Items allocable to the Non-Preparer pursuant to ‎Article II. The Non-Preparer shall provide the materials described in subclauses (A) and (B) of the preceding sentence no later than thirty days after the date of the Preparer’s written request. However, if the Preparer requests any such information within the thirty day period ending on the due date of such Joint Return, taking into account applicable extensions, the Non-Preparer shall provide such information as soon as commercially reasonable. If the Non-Preparer fails to provide such materials within the time period described in this ‎Section 6.1 and in the form reasonably requested by the Preparer to permit the timely filing of any Joint Return, then, notwithstanding any other provision of this Agreement, the Non-Preparer shall be liable for, and shall indemnify and hold harmless each member of the Preparer’s Group from and against, any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in filing such return, to the extent such penalties, interest or additional amounts in respect of Taxes are directly attributable to the delay in providing such information. If the Non-Preparer provides such materials within the time period described in this ‎Section 6.1(a) in the form reasonably requested by the Preparer to permit the timely filing of a Joint Return, then, notwithstanding any other provision of this Agreement, the Preparer shall be liable for, and shall indemnify and hold harmless each member of the Non-Preparer’s Group from and against, any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any delay in filing such return.

Exhibit B

Protected by FRE 408

(b) Information with Respect Tax Payments . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with all Tax Records or other information then in the possession of the Non-Preparer’s Group that the Preparer reasonably requests in order to determine the amount of Taxes due on any Payment Date with respect to a Joint Return. The Non-Preparer shall provide such information no later than thirty days from the date of the Preparer’s written request. However, if the Preparer requests any such information within the thirty day period ending on the Payment Date, the Non-Preparer shall provide such information as soon as commercially reasonable. If the Non-Preparer fails to provide such information within the time period described in this ‎‎ Section 6.1(b) and in the form reasonably requested by the Preparer to permit the timely payment of such Taxes, the indemnification principles of ‎ Section 6.1(a) shall apply with respect to any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in paying such Taxes, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the delay in providing such information.

(c) Information with Respect to Separate Returns . At the written request of the Preparer, the Non-Preparer shall provide the Preparer with all Tax Records or other information then in the possession of the Non-Preparer’s Group that the Preparer reasonably requests in order to properly and timely file all Separate Returns for which the Preparer is responsible pursuant to Article III. Such information shall be provided within the time period prescribed by ‎‎Section 6.1(a) for the provision of information for Joint Returns. If the Non-Preparer fails to provide such information within the time period described in ‎‎‎Section 6.1(a) and in the form reasonably requested by the Preparer to permit the timely filing of a Separate Return, the indemnification principles of ‎‎Section 6.1(a) shall apply with respect to any penalties, interest or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of any resulting delay in filing such return, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the delay in providing such information.

(d) Information with Respect to Tax Contests . At the written request of the Controlling Party, the Non-Controlling Party shall provide the Controlling Party with all Tax Records or other information then in the possession of the Non-Controlling Party’s Group that the Controlling Party reasonably requests in order to handle, settle or conduct the Tax Contest. In addition to the foregoing, the Non-Controlling Party with respect to any Specified Mexican Tax Contest shall grant to the Controlling Party access to and control (including custody) over all Tax Records or other relevant documentation related to the Specified Mexican Taxes that are necessary in order to handle, settle or conduct such Specified Mexican Tax Contest.

Exhibit B

Protected by FRE 408

Section 6.2 Reliance on Exchanged Information . If a member of the Paragon Group supplies Tax Records or other information to a member of the Noble Group, or a member of the Noble Group supplies Tax Records or other information to a member of the Paragon Group, and an officer of the requesting Group member intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such Tax Records or other information, then a duly authorized officer of the Group member supplying such Tax Records or other information shall certify, to such officer’s knowledge and belief, the accuracy and completeness of the Tax Records or other information so supplied.

Section 6.3 Provision of Ass istance and Cooperation.

(a) Assistance with Respect to Joint Returns . At the written request of the Preparer, the Non-Preparer shall take (and shall cause its Subsidiaries to take), at the Preparer’s own cost and expense, any action ( e.g., filing a ruling request with the relevant Tax Authority or executing a limited power of attorney) that is reasonably necessary in order for the Preparer’s Group to prepare, file, amend or take any other action with respect to a Joint Return or any other Tax Return if such other Tax Return is required to be filed in connection with the settlement or resolution of a Specified Mexican Tax Contest. If the Non-Preparer fails to take, or cause to be taken, any such requested action, the indemnification principles of ‎Section 6.1(a) shall apply with respect to any penalties, interest, or additional amounts in respect of Taxes (but excluding any Taxes underlying such amounts) assessed against any member of either Group by reason of a failure to take any such requested action, to the extent such penalties, interest, or additional amounts in respect of Taxes are directly attributable to the failure to take such action. In addition to the foregoing, in the case of any Tax Return required to be filed in connection with the settlement or resolution of a Specified Mexican Tax Contest, if the Non-Preparer fails to take, or cause to be taken, any such requested action, then Section 2.5(a) shall not apply to the extent any Specified Mexican Taxes are assessed as a direct result of failing to take, or cause to be taken, such action.

(b) Assistance with Respect to Tax Contests . At the request of the Controlling Party, the Non-Controlling Party shall take (and shall cause its Subsidiaries to take) any action ( e.g. , executing a limited power of attorney) that is reasonably necessary in order for the Controlling Party’s Group to handle, settle or conduct the Tax Contest. In the case of any Specified Mexican Tax Contest, if the Non-Controlling Party fails to take, or cause to be taken, any such requested action, then Section 2.5(a) shall not apply to any Specified Mexican Taxes assessed as a result, either directly or indirectly, of failing to take, or cause to be taken, such action. Each Party shall assist the other Party in taking (or causing to be taken) any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Controlling Party shall reimburse the Non-Controlling Party for any reasonable out-of-pocket costs and expenses incurred in complying with this ‎‎Section 6.3(b). The preceding sentence shall not apply to costs and expenses incurred with respect to any Specified Mexican Tax Contest, the reimbursement of which will be governed by Section 5.2(f). The Controlling Party shall have no obligation to indemnify the Non-Controlling Party for any additional Taxes resulting from the Tax Contest, if the Non-Controlling Party fails to provide assistance in accordance with this ‎Section 6.3(b), to the extent such additional Taxes are directly attributable to the Non-Controlling Party’s failure to provide such assistance. Noble shall, for its own account, establish certain dedicated resources (as determined by Noble) in Mexico for purposes of administering and defending the Specified Mexican Tax Contests.

Exhibit B

Protected by FRE 408

(c) Cooperation . In addition to the obligations enumerated elsewhere in this ‎ Article VI, Noble and Paragon shall cooperate (and shall cause their respective Subsidiaries to cooperate) with each other and with each other’s agents and representatives, including their respective accounting firms and legal counsel, in connection with Tax matters, including, making available to each other, as reasonably requested and available, personnel (including officers, employees and agents of the Parties or their Subsidiaries) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any Tax Contest. Furthermore, the Parties shall cooperate (and cause their respective Subsidiaries to cooperate) to ensure compliance with the obligations listed in Schedule 6.3(c) hereto by the Party responsible for such obligation under this Agreement.

Section 6.4 Supplemental Rulings and Supplemental Tax Opinions . Each of the Parties agrees that at the reasonable request of the other Party (the “ Requesting Party ”), such Party shall cooperate and use reasonable efforts to (and shall cause its Subsidiaries to cooperate and use reasonable efforts to) assist the Requesting Party in obtaining, as expeditiously as reasonably practicable, a Supplemental Ruling from the IRS and/or a Supplemental Tax Opinion from Tax Counsel. Within 30 Business Days after receiving an invoice from the other Party therefor, the Requesting Party shall reimburse such Party for all reasonable costs and expenses incurred by such Party and the members of its Group in connection with assisting the Requesting Party in obtaining any Supplemental Ruling or Supplemental Tax Opinion. Notwithstanding the foregoing, no Party shall be required to file any Supplemental IRS Submission unless the other Party represents to the filing Party that (i) it has reviewed the Supplemental IRS Submission and (ii) all information and representations, if any, relating to any member of the other Party’s Group contained in the Supplemental IRS Submissions are true, correct and complete in all material respects.

Section 6.5 Withholding and Reporting . With respect to stock of Noble delivered to any Person, Noble and Paragon shall cooperate (and shall cause their respective Subsidiaries to cooperate) so as to permit Noble to discharge any applicable Tax withholding and Tax reporting obligations, including the appointment of Paragon or one or more of its Subsidiaries as the withholding and reporting agent if Noble or one or more of its Subsidiaries is not otherwise required or permitted to withhold and report under applicable Tax Law.

Section 6.6 Retention of Tax Records . Each of Noble and Paragon shall preserve (and shall cause their respective Subsidiaries to preserve) all Tax Records that are in their possession (or in the possession of their respective Subsidiaries), and that could affect the liability of any member of the other Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitation, as extended and (ii) 7 years after the Spin-off Date.

Section 6.7 Confidentiality . The provisions of Section 7.13 of the Master Separation Agreement shall govern the confidentiality, disclosure, and use of Confidential Information (as defined therein) relating to Taxes.

Exhibit B

Protected by FRE 408

Article VII

RESTRICTION ON C ERTAIN ACTIONS OF THE GROUPS

Section 7.1 General Restrictions . Following the Original Effective Date, Noble and Paragon shall not (and shall cause their respective Subsidiaries not to) take any action that, or fail to take any action the failure of which would be inconsistent with (i) the qualification of the Spin-off as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon or (ii) the Tax-free treatment of the Related Separation Transactions.

Section 7.2 Restricted Actions Relating to Tax Materials . Without limiting the other provisions of this ‎ Article VII, following the Original Effective Date, Noble and Paragon shall not (and shall cause their respective Subsidiaries not to) take any action that, or fail to take any action the failure of which to take, would be reasonably likely to be inconsistent with, or cause any Person to be in breach of, any representation or covenant, or any material statement, made in the Tax Materials.

Section 7.3 Certain Paragon Ac tions Following the Spin-off.

(a) General Rule. Except as provided in ‎Section 7.3(b), and without limiting the other provisions of this ‎Article VII, during the two-year period beginning on the Spin-off Date, Paragon shall not take or enter into a binding agreement to take (and shall cause its Subsidiaries not to take or enter into a binding agreement to take) any of the following actions:

(i) the liquidation of Paragon;

(ii) the sale of all or substantially all of the assets that constitute the Paragon Business to any Person other than an entity that is and will be wholly-owned, directly or indirectly, by Paragon;

(iii) the transfer of any assets in a transaction described in subparagraphs (A), (C), (D), (F), or (G) of Section 368(a)(1) to another entity, other than an entity that is and will be wholly-owned, directly or indirectly, by Paragon;

(iv) the transfer of all or substantially all of the assets that constitute the Paragon Business in a transaction described in Section 351 or Section 721 other than a transfer to a corporation or partnership that is and will be wholly-owned, directly or indirectly, by Paragon;

(v) the issuance of stock (or any instrument that is convertible or exchangeable into any such stock) other than an issuance to which Treasury Regulations §§ 1.355-7(d)(8) or (9) applies;

Exhibit B

Protected by FRE 408

(vi) the facilitation of or other participation in any acquisition (or deemed acquisition) of stock of Paragon that would result in any shareholder owning (or being deemed to own after applying the rules of Sections 355(e)(4)(C) and 355(e)(3)(B) of the Code) forty percent (40%) or more (by vote or value) of the outstanding stock of Paragon; or

(vii) the redemption or other repurchase of any stock other than pursuant to open market stock repurchase programs meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30, 1996-1 C.B. 696, as in effect prior to its amendment by Rev. Proc. 2003-48, 2003-2 C.B. 86.

(b) Opinion of Counsel with Respect to Restricted Actions. Paragon may take (or cause its Subsidiaries to take) one or more of the actions listed in ‎Section 7.3(a) if Paragon obtains from Tax Counsel a Supplemental Tax Opinion that is reasonably satisfactory to Noble.

Section 7.4 Restricted Actions Relating to Tax Authorities in Mexico . Following the Amendment Effective Date, each member of the Paragon Group and each of their respective Affiliates shall refrain from taking any action that could reasonably be expected to cause any adverse action by any Tax Authority in Mexico with respect to any Specified Mexican Taxes or any bonds posted by Noble in connection therewith; provided, that Paragon will not be required to provide collateral to Noble in respect of any such bond.

Article VIII

MISCELLANEOUS

Section 8.1 Entire Agreement . This Agreement, together with the Master Separation Agreement, the Ancillary Agreements, and the Schedules referenced or attached hereto and thereto, constitutes the entire agreement and understanding between Noble and Paragon with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof.

Section 8.2 Governing Law . This Agreement shall be governed and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof that would result in the application of the laws of any other jurisdiction.

Section 8.3 Termination . This Agreement may be terminated at any time by mutual consent of Noble and Paragon. In the event of termination pursuant to this Section, no Party shall have any Liability of any kind to any other Party by reason of this Agreement or such termination.

Exhibit B

Protected by FRE 408

Section 8.4 Notices . Unless expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the da te the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a party as it shall have specified by like notice.

Section 8.5 Counterparts . This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

Section 8.6 Binding Effect; Assignment . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives and successors. This Agreement may not be assigned by any Party, except that Noble may assign any or all of its rights, interests and obligations hereunder to any Affiliate, as the case may be, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained herein

Section 8.7 No Third party Beneficiaries . This Agreement is solely for the benefit of the Parties and their respective Groups and is not intended to confer upon any other Person except the Parties and their respective Groups any rights or remedies hereunder.

Section 8.8 Severability . If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 8.9 Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Exhibit B

Protected by FRE 408

Section 8.10 Amendment . No change or amendment will be made to this Agreement except by an instrument in writing signed on behalf of each of the Parties.

Section 8.11 Authority . Each of the Parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement and (d) this Agreement creates legal, valid and binding obligations, enforceable against it in accordance with its respective terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 8.12 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or the Parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 8.13 Construction . This Agreement shall be construed as if jointly drafted by Paragon and Noble and no rule of construction or strict interpretation shall be applied against any Party.

Section 8.14 Performance Guarantees . Noble and Paragon shall cause to be performed, and hereby guarantee the performance of, all actions, agreements and obligations set forth herein to be performed by their respective Affiliates.

Section 8.15 Limitation of Liability . IN NO EVENT SHALL ANY MEMBER OF THE NOBLE GROUP OR THE PARAGON GROUP OR THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 8.16 Predecessors or Successors . Any reference to Noble, Paragon, a Person or a Subsidiary in this Agreement shall include any predecessors or successors ( e.g. , by merger or other reorganization, liquidation or conversion) of Noble, Paragon, such Person or such Subsidiary, respectively.

Exhibit B

Protected by FRE 408

Section 8.17 Expenses . Except as otherwise expressly provided for herein, each Party and its Subsidiaries shall bear their own expenses incurred in connection with the preparation of Tax Returns and other matters related to Taxes under the provisions of this Agreement for which they are liable.

Section 8.18 Amendment Effective Date . This Agreement shall become effective on the date recited above on which the Parties entered into this Agreement.

Section 8.19 Change in Law . Any reference to a provision of the Code or any other Tax Law shall include a reference to any applicable successor provision or law.

Section 8.20 Disputes . The procedures for discussion, negotiation and arbitration set forth in Article V of the Master Separation Agreement, once executed, shall apply to all disputes, controversies or claims (whether sounding in contract, tort or otherwise) that may arise out of or relate to, or arise under or in connection with this Agreement.

Exhibit B

Protected by FRE 408

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date set forth above.


NOBLE CORPORATION PLC

By:
Name:
Title:


PARAGON OFFSHORE PLC

By:
Name:
Title:

EXHIBIT 31.1

Noble Corporation plc , a public limited company incorporated under the laws of England and Wales

Noble Corporation , a Cayman Islands company

I, David W. Williams, certify that:

I have reviewed this quarterly report on Form 10-Q of Noble Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2016

/s/ David W. Williams
David W. Williams
Chairman, President and Chief Executive Officer
of Noble Corporation plc , a public limited company
incorporated under the laws of England and Wales, and
President and Chief Executive Officer
of Noble Corporation, a Cayman Islands company

EXHIBIT 31.2

Noble Corporation plc , a public limited company incorporated under the laws of England and Wales

Noble Corporation , a Cayman Islands company

I, Dennis J. Lubojacky , certify that:

I have reviewed this quarterly report on Form 10-Q of Noble Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 5, 2016

/s/ Dennis J. Lubojacky

Dennis J. Lubojacky

Chief Financial Officer, Vice President, Controller and Treasurer of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and

Vice President and Chief Financial Officer of Noble Corporation, a Cayman Islands company

EXHIBIT 32.1

Noble Corporation plc , a public limited company incorporated under the laws of England and Wales

Noble Corporation , a Cayman Islands company

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”) on Form 10-Q for the period ended March 31, 2016, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, David W. Williams, Chairman, President and Chief Executive Officer of Noble-UK and President and Chief Executive Officer of Noble-Cayman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 5, 2016

/s/ David W. Williams

David W. Williams

Chairman, President and Chief Executive Officer

of Noble Corporation plc , a public limited company incorporated under the laws of England and Wales, and

President and Chief Executive Officer

of Noble Corporation, a Cayman Islands company

EXHIBIT 32.2

Noble Corporation plc , a public limited company incorporated under the laws of England and Wales

Noble Corporation , a Cayman Islands company

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”) on Form 10-Q for the period ended March 31, 2016, as filed with the United States Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis J. Lubojacky, Chief Financial Officer, Vice President, Controller and Treasurer of Noble-UK and Vice President and Chief Financial Officer of Noble-Cayman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 5, 2016

/s/ Dennis J. Lubojacky

Dennis J. Lubojacky

Chief Financial Officer, Vice President, Controller and Treasurer of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and

Vice President and Chief Financial Officer

of Noble Corporation, a Cayman Islands company