x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
England and Wales (Registered Number 08354954)
|
|
98-0619597
|
(State or other jurisdiction of
incorporation or organization
)
|
|
(I.R.S. employer
identification number)
|
Title of each class
|
|
Name of each exchange on which registered
|
Shares, Nominal Value $0.01 per Share
|
|
New York Stock Exchange
|
Cayman Islands
|
|
98-0366361
|
(State or other jurisdiction of
incorporation or organization
)
|
|
(I.R.S. employer
identification number)
|
Noble Corporation plc:
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
Noble Corporation:
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
x
|
|
Smaller reporting company
¨
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|
|
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PAGE
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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Item 1.
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Business.
|
•
|
operate in a manner that provides a safe working environment for our employees while protecting the environment and our assets;
|
•
|
provide an attractive investment vehicle; and
|
•
|
deliver superior customer service through a diverse and technically advanced fleet operated by proficient crews.
|
•
|
contract duration extending over a specific period of time or a period necessary to drill a defined number wells;
|
•
|
payment of compensation to us (generally in U.S. Dollars although some customers, typically national oil companies, require a part of the compensation to be paid in local currency) on a “daywork” basis, so that we receive a fixed amount for each day (“dayrate”) that the drilling unit is operating under contract (a lower rate or no compensation is payable during periods of equipment breakdown and repair or adverse weather or in the event operations are interrupted by other conditions, some of which may be beyond our control);
|
•
|
provisions permitting early termination of the contract by the customer (i) if the unit is lost or destroyed or (ii) if operations are suspended for a specified period of time due to breakdown of equipment or breach of contract;
|
•
|
provisions allowing the impacted party to terminate the contract if specified “force majeure” events beyond the contracting parties’ control occur for a defined period of time;
|
•
|
payment by us of the operating expenses of the drilling unit, including labor costs and the cost of incidental supplies;
|
•
|
provisions that allow us to recover certain cost increases from our customers in certain long-term contracts; and
|
•
|
provisions that require us to lower dayrates for documented cost decreases in certain long-term contracts.
|
•
|
Articles of Association;
|
•
|
Code of Business Conduct and Ethics;
|
•
|
Corporate Governance Guidelines;
|
•
|
Audit Committee Charter;
|
•
|
Compensation Committee Charter;
|
•
|
Health, Safety, Environment and Engineering Committee Charter;
|
•
|
Nominating and Corporate Governance Committee Charter; and
|
•
|
Finance Committee Charter.
|
Item 1A.
|
Risk Factors.
|
•
|
the cost of exploring for, developing, producing and delivering oil and gas;
|
•
|
the ability of OPEC to set and maintain production levels and pricing;
|
•
|
expectations regarding future energy prices;
|
•
|
increased supply of oil and gas resulting from onshore hydraulic fracturing activity and shale development;
|
•
|
worldwide production and demand for oil and gas, which are impacted by changes in the rate of economic growth in the global economy;
|
•
|
potential acceleration in the development, and the price and availability, of alternative fuels;
|
•
|
the level of production in non-OPEC countries;
|
•
|
worldwide financial instability or recessions;
|
•
|
regulatory restrictions or any moratorium on offshore drilling;
|
•
|
the discovery rate of new oil and gas reserves either onshore or offshore;
|
•
|
the rate of decline of existing and new oil and gas reserves;
|
•
|
available pipeline and other oil and gas transportation capacity;
|
•
|
oil refining capacity;
|
•
|
the ability of oil and gas companies to raise capital;
|
•
|
worldwide instability in the financial and credit sectors and a reduction in the availability of liquidity and credit;
|
•
|
the relative cost of offshore drilling versus onshore oil and gas production;
|
•
|
advances in exploration, development and production technology either onshore or offshore;
|
•
|
technical advances affecting energy consumption, including the displacement of hydrocarbons through increasing transportation fuel efficiencies;
|
•
|
merger and divestiture activity among oil and gas producers;
|
•
|
the availability of, and access to, suitable locations from which our customers can produce hydrocarbons;
|
•
|
adverse weather conditions, including hurricanes, typhoons, winter storms and rough seas;
|
•
|
tax laws, regulations and policies;
|
•
|
laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global climate change;
|
•
|
the political environment of oil-producing regions, including uncertainty or instability resulting from civil disorder, an outbreak or escalation of armed hostilities or acts of war or terrorism; and
|
•
|
the laws and regulations of governments regarding exploration and development of their oil and gas reserves or speculation regarding future laws or regulations.
|
•
|
well blowouts;
|
•
|
fires;
|
•
|
collisions or groundings of offshore equipment and helicopter accidents;
|
•
|
punch-throughs;
|
•
|
mechanical or technological failures;
|
•
|
failure of our employees or third party contractors to comply with our internal environmental, health and safety guidelines;
|
•
|
pipe or cement failures and casing collapses, which could release oil, gas or drilling fluids;
|
•
|
geological formations with abnormal pressures;
|
•
|
loop currents or eddies;
|
•
|
failure of critical equipment;
|
•
|
toxic gas emanating from the well;
|
•
|
spillage handling and disposing of materials; and
|
•
|
adverse weather conditions, including hurricanes, typhoons, tsunamis, winter storms and rough seas.
|
•
|
seizure, nationalization or expropriation of property or equipment;
|
•
|
monetary policies, government credit rating downgrades and potential defaults, and foreign currency fluctuations and devaluations;
|
•
|
limitations on the ability to repatriate income or capital;
|
•
|
complications associated with repairing and replacing equipment in remote locations;
|
•
|
repudiation, nullification, modification or renegotiation of contracts;
|
•
|
limitations on insurance coverage, such as war risk coverage, in certain areas;
|
•
|
import-export quotas, wage and price controls, imposition of trade barriers and other forms of government regulation and economic conditions that are beyond our control;
|
•
|
delays in implementing private commercial arrangements as a result of government oversight;
|
•
|
financial or operational difficulties in complying with foreign bureaucratic actions;
|
•
|
changing taxation rules or policies;
|
•
|
other forms of government regulation and economic conditions that are beyond our control and that create operational uncertainty;
|
•
|
governmental corruption;
|
•
|
piracy; and
|
•
|
terrorist acts, war, revolution and civil disturbances.
|
•
|
procedural requirements for temporary import permits, which may be difficult to obtain;
|
•
|
the effect of certain temporary import permit regimes, where the duration of the permit does not coincide with the general term of the drilling contract; and
|
•
|
ongoing claims in Brazil related to withholding taxes payable on our service contracts.
|
•
|
the importing, exporting, equipping and operation of drilling rigs;
|
•
|
currency exchange controls;
|
•
|
oil and gas exploration and development;
|
•
|
taxation of offshore earnings and earnings of expatriate personnel; and
|
•
|
use and compensation of local employees and suppliers by foreign contractors.
|
•
|
breakdowns of equipment and other unforeseen engineering problems;
|
•
|
work stoppages, including labor strikes;
|
•
|
shortages of material and skilled labor;
|
•
|
delays in repairs by suppliers;
|
•
|
surveys by government and maritime authorities;
|
•
|
periodic classification surveys;
|
•
|
inability to obtain permits;
|
•
|
severe weather, strong ocean currents or harsh operating conditions; and
|
•
|
force majeure events.
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures;
|
•
|
repayment of debt and interest; and
|
•
|
payments of dividends.
|
•
|
the release of oil, drilling fluids, natural gas or other materials into the environment;
|
•
|
air emissions from our drilling rigs or our facilities;
|
•
|
handling, cleanup and remediation of solid and hazardous wastes at our drilling rigs or our facilities or at locations to which we have sent wastes for disposal;
|
•
|
restrictions on chemicals and other hazardous substances; and
|
•
|
wildlife protection, including regulations that ensure our activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species.
|
•
|
shortages of equipment, materials or skilled labor;
|
•
|
work stoppages and labor disputes;
|
•
|
unscheduled delays in the delivery of ordered materials and equipment;
|
•
|
local customs strikes or related work slowdowns that could delay importation of equipment or materials;
|
•
|
weather interferences;
|
•
|
difficulties in obtaining necessary permits or approvals or in meeting permit or approval conditions;
|
•
|
design and engineering problems;
|
•
|
inadequate regulatory support infrastructure in the local jurisdiction;
|
•
|
latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
|
•
|
unforeseen increases in the cost of equipment, labor and raw materials, particularly steel;
|
•
|
unanticipated actual or purported change orders;
|
•
|
client acceptance delays;
|
•
|
disputes with shipyards and suppliers;
|
•
|
delays in, or inability to obtain, access to funding;
|
•
|
shipyard availability, failures and difficulties, including as a result of financial problems of shipyards or their subcontractors; and
|
•
|
failure or delay of third-party equipment vendors or service providers.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
•
|
four dynamically positioned
Gusto Engineering
Class drillships;
|
•
|
two dynamically positioned
Bully
-class drillships operated by us through a 50 percent joint venture with a subsidiary of Shell; and
|
•
|
two dynamically positioned
Globetrotter
-class drillships.
|
•
|
two Noble EVA-4000™ semisubmersibles;
|
•
|
two modified Friede & Goldman 9500 Enhanced Pacesetter semisubmersibles; and
|
•
|
two modified Bingo 9000 design unit, dynamically positioned semisubmersibles.
|
Name
|
|
Make
|
|
Year Built
or Rebuilt (1)
|
|
Water
Depth
Rating
(feet)
|
|
Drilling
Depth
Capacity
(feet)
|
|
Location
|
|
Status (2)
|
Drillships—8
|
|
|
|
|
|
|
|
|
|
|
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|
Noble Bob Douglas
|
|
GustoMSC P10000
|
|
2013 N
|
|
12,000
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Active
|
Noble Bully I (4)
|
|
GustoMSC Bully PRD 12000
|
|
2011 N
|
|
8,200
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Active
|
Noble Bully II (4)
|
|
GustoMSC Bully PRD 12000
|
|
2011 N
|
|
10,000
|
|
40,000
|
|
Malaysia
|
|
Active
|
Noble Don Taylor
|
|
GustoMSC P10000
|
|
2013 N
|
|
12,000
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Active
|
Noble Globetrotter I
|
|
Globetrotter Class
|
|
2011 N
|
|
10,000
|
|
30,000
|
|
U.S. Gulf of Mexico
|
|
Active
|
Noble Globetrotter II
|
|
Globetrotter Class
|
|
2013 N
|
|
10,000
|
|
30,000
|
|
South Africa
|
|
Active
|
Noble Sam Croft
|
|
GustoMSC P10000
|
|
2014 N
|
|
12,000
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Available
|
Noble Tom Madden
|
|
GustoMSC P10000
|
|
2014 N
|
|
12,000
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Available
|
Semisubmersibles—6
|
|
|
|
|
|
|
|
|
|
|
|
|
Noble Amos Runner
|
|
Noble EVA-4000™
|
|
1999 R/2008 M
|
|
8,000
|
|
32,500
|
|
U.S. Gulf of Mexico
|
|
Stacked
|
Noble Clyde Boudreaux
|
|
F&G 9500 Enhanced Pacesetter
|
|
2007 R/M
|
|
10,000
|
|
35,000
|
|
Singapore
|
|
Available
|
Noble Danny Adkins
|
|
Bingo 9000-DP
|
|
2009 R
|
|
12,000
|
|
35,000
|
|
U.S. Gulf of Mexico
|
|
Stacked
|
Noble Dave Beard
|
|
F&G 9500 Enhanced Pacesetter-DP
|
|
2009 R
|
|
10,000
|
|
35,000
|
|
Singapore
|
|
Stacked
|
Noble Jim Day
|
|
Bingo 9000-DP
|
|
2010 R
|
|
12,000
|
|
35,000
|
|
U.S. Gulf of Mexico
|
|
Stacked
|
Noble Paul Romano
|
|
Noble EVA-4000™
|
|
1998 R/2007 M
|
|
6,000
|
|
32,500
|
|
U.S. Gulf of Mexico
|
|
Active
|
Independent Leg Cantilevered Jackups—14
|
|
|
|
|
|
|
|
|
|
|
||
Noble Alan Hay
|
|
Levingston Class 111-C
|
|
2005 R
|
|
300
|
|
25,000
|
|
U.A.E.
|
|
Active
|
Noble David Tinsley
|
|
Modec 300C-38
|
|
2010 R
|
|
300
|
|
25,000
|
|
U.A.E.
|
|
Active
|
Noble Gene House
|
|
Modec 300C-38
|
|
1998 R
|
|
300
|
|
25,000
|
|
Saudi Arabia
|
|
Active
|
Noble Hans Deul (3)
|
|
F&G JU-2000E
|
|
2009 N
|
|
400
|
|
30,000
|
|
U.K.
|
|
Active
|
Noble Houston Colbert (3)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Qatar
|
|
Active
|
Noble Joe Beall
|
|
Modec 300C-38
|
|
2004 R
|
|
300
|
|
25,000
|
|
Saudi Arabia
|
|
Active
|
Noble Lloyd Noble (3)
|
|
GustoMSC CJ70-x150-ST
|
|
2016 N
|
|
500
|
|
32,000
|
|
U.K.
|
|
Active
|
Noble Mick O’Brien (3)
|
|
F&G JU-3000N
|
|
2013 N
|
|
400
|
|
30,000
|
|
U.A.E.
|
|
Active
|
Noble Regina Allen (3)
|
|
F&G JU-3000N
|
|
2013 N
|
|
400
|
|
30,000
|
|
U.K.
|
|
Active
|
Noble Roger Lewis (3)
|
|
F&G JU-2000E
|
|
2007 N
|
|
400
|
|
30,000
|
|
Saudi Arabia
|
|
Active
|
Noble Sam Hartley (3)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Brunei
|
|
Active
|
Noble Sam Turner (3)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Denmark
|
|
Active
|
Noble Scott Marks (3)
|
|
F&G JU-2000E
|
|
2009 N
|
|
400
|
|
30,000
|
|
Saudi Arabia
|
|
Active
|
Noble Tom Prosser (3)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
U.A.E.
|
|
Available
|
1.
|
Rigs designated with an “R” were modified, refurbished or otherwise upgraded in the year indicated by capital expenditures in an amount deemed material by management. Rigs designated with an “N” are newbuilds. Rigs designated with an “M” have been upgraded to the Noble NC-5SM mooring standard.
|
2.
|
Rigs listed as “active” are operating, or preparing to operate, under contract; rigs listed as “available” are actively seeking contracts and may include those that are idle or warm stacked; rigs listed as “shipyard” are in a shipyard for construction, repair, refurbishment or upgrade; rigs listed as “stacked” are idle without a contract and have reduced or no crew and are not actively marketed in present market conditions.
|
3.
|
Harsh environment capability.
|
4.
|
We own and operate the
Noble Bully I
and
Noble Bully II
through joint ventures with a subsidiary of Shell. Under the terms of the joint venture agreements, each party has an equal 50 percent ownership stake in both vessels.
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
High
|
|
Low
|
|
Cash
Dividends
Declared and
Paid
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|||
Fourth quarter
|
|
$
|
7.64
|
|
|
$
|
4.64
|
|
|
$
|
—
|
|
Third quarter
|
|
8.94
|
|
|
5.12
|
|
|
0.020
|
|
|||
Second quarter
|
|
11.98
|
|
|
8.07
|
|
|
0.020
|
|
|||
First quarter
|
|
13.56
|
|
|
6.91
|
|
|
0.150
|
|
|||
|
|
|
|
|
|
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|||
Fourth quarter
|
|
$
|
14.22
|
|
|
$
|
10.55
|
|
|
$
|
0.150
|
|
Third quarter
|
|
15.27
|
|
|
10.46
|
|
|
0.375
|
|
|||
Second quarter
|
|
18.16
|
|
|
14.45
|
|
|
0.375
|
|
|||
First quarter
|
|
19.51
|
|
|
13.55
|
|
|
0.375
|
|
|
|
INDEXED RETURNS
Year Ended December 31,
|
||||||||||||||||||
Company / Index
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||||||
Noble-UK
|
|
$
|
116.98
|
|
|
$
|
128.45
|
|
|
$
|
67.77
|
|
|
$
|
47.01
|
|
|
$
|
26.98
|
|
S&P 500 Index
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
|||||
Dow Jones U.S. Oil Equipment & Services
|
|
100.33
|
|
|
128.83
|
|
|
106.64
|
|
|
82.67
|
|
|
105.26
|
|
Item 6.
|
Selected Financial Data.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating revenues from continuing operations
|
|
$
|
2,302,065
|
|
|
$
|
3,352,252
|
|
|
$
|
3,232,504
|
|
|
$
|
2,538,143
|
|
|
$
|
2,200,699
|
|
Net income (loss) from continuing operations attributable to Noble-UK
(1)
|
|
(929,580
|
)
|
|
511,000
|
|
|
(152,011
|
)
|
|
478,595
|
|
|
414,389
|
|
|||||
Net income (loss) from continuing operations per share attributable to Noble-UK:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
(3.82
|
)
|
|
2.06
|
|
|
(0.60
|
)
|
|
1.86
|
|
|
1.63
|
|
|||||
Diluted
|
|
(3.82
|
)
|
|
2.06
|
|
|
(0.60
|
)
|
|
1.86
|
|
|
1.63
|
|
|||||
Balance Sheet Data (at end of period)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and marketable securities
|
|
$
|
725,722
|
|
|
$
|
512,245
|
|
|
$
|
68,510
|
|
|
$
|
114,458
|
|
|
$
|
282,092
|
|
Property and equipment, net
|
|
10,061,948
|
|
|
11,483,623
|
|
|
12,112,509
|
|
|
14,558,090
|
|
|
13,025,972
|
|
|||||
Total assets
(5)
|
|
11,440,117
|
|
|
12,865,645
|
|
|
13,266,480
|
|
|
16,194,639
|
|
|
14,580,886
|
|
|||||
Long-term debt
(5)
|
|
4,040,229
|
|
|
4,162,638
|
|
|
4,848,678
|
|
|
5,532,933
|
|
|
4,607,487
|
|
|||||
Total debt
(2) (5)
|
|
4,340,111
|
|
|
4,462,562
|
|
|
4,848,678
|
|
|
5,532,933
|
|
|
4,607,487
|
|
|||||
Total equity
|
|
6,467,445
|
|
|
7,422,230
|
|
|
7,287,034
|
|
|
9,050,028
|
|
|
8,488,290
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net cash from operating activities
|
|
$
|
1,128,282
|
|
|
$
|
1,762,351
|
|
|
$
|
1,778,208
|
|
|
$
|
1,702,317
|
|
|
$
|
1,381,693
|
|
Net cash from investing activities
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|
(2,109,268
|
)
|
|
(2,485,107
|
)
|
|
(1,790,888
|
)
|
|||||
Net cash from financing activities
|
|
(244,874
|
)
|
|
(886,079
|
)
|
|
285,112
|
|
|
615,156
|
|
|
452,091
|
|
|||||
Capital expenditures
(3)
|
|
659,925
|
|
|
422,544
|
|
|
2,072,885
|
|
|
2,487,520
|
|
|
1,669,811
|
|
|||||
Working capital
(4) (5)
|
|
$
|
559,321
|
|
|
377,034
|
|
|
259,888
|
|
|
339,020
|
|
|
393,876
|
|
||||
Cash distributions declared per share
|
|
0.20
|
|
|
1.28
|
|
|
1.50
|
|
|
0.76
|
|
|
0.54
|
|
(1)
|
Results for 2016, 2015, 2014, 2013 and 2012 include impairment charges of
$1.5 billion
, $418 million, $745 million, $4 million and $20 million, respectively.
|
(2)
|
Consists of Long-term debt and Current maturities of long-term debt.
|
(3)
|
Capital expenditures includes expenditures made for rigs that were ultimately transferred to Paragon Offshore as part of the Spin-off.
|
(4)
|
Working capital is calculated as current assets less current liabilities.
|
(5)
|
Certain amounts in prior periods have been reclassified to conform to the current year presentation. In accordance with our adoption of Accounting Standard Update No. 2015-3, unamortized debt issuance costs related to our senior notes are now shown as a direct reduction of the carrying amount of the related debt. See Part II, Item 8, “Financial Statements and Supplementary Data",
Note 1
and Note 9 for more information.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
operating revenues totaling
$2.3 billion
;
|
•
|
net loss of
$930 million
, or
$3.82
per diluted share, which includes a $1.3 billion after-tax impairment charge recognized on five of our rigs and certain capital spare equipment; and
|
•
|
net cash from operating activities totaling
$1.1 billion
.
|
|
|
|
|
|
Year Ending December 31,
|
|||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021-2023
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Semisubmersibles/Drillships
(3)(5)
|
|
$
|
2,252
|
|
|
$
|
537
|
|
|
$
|
459
|
|
|
$
|
348
|
|
|
$
|
326
|
|
|
$
|
582
|
|
Jackups
(2)
|
|
1,027
|
|
|
468
|
|
|
285
|
|
|
159
|
|
|
115
|
|
|
—
|
|
||||||
Total
(1)
|
|
$
|
3,279
|
|
|
$
|
1,005
|
|
|
$
|
744
|
|
|
$
|
507
|
|
|
$
|
441
|
|
|
$
|
582
|
|
Percent of Available Days Committed
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Semisubmersibles/Drillships
|
|
|
|
|
33
|
%
|
|
29
|
%
|
|
22
|
%
|
|
21
|
%
|
|
13
|
%
|
||||||
Jackups
|
|
|
|
|
71
|
%
|
|
36
|
%
|
|
7
|
%
|
|
5
|
%
|
|
—
|
%
|
||||||
Total
|
|
|
|
|
52
|
%
|
|
32
|
%
|
|
15
|
%
|
|
13
|
%
|
|
7
|
%
|
(1)
|
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. No notifications of contract terminations have been received as of February 24, 2017.
|
(2)
|
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 and the 2017 rates for the
Noble Joe Beall
and
Noble Gene House
were recently confirmed within this range. This December 31, 2016 backlog has been prepared assuming the reduced rates for 2016 apply for the remainder of the contract.
|
(3)
|
As previously reported, three of our drilling contracts with Shell, the
Noble Bully II, Noble Globetrotter I
, and
Noble Globetrotter II
contain a dayrate adjustment mechanism that utilizes an average of market rates that match a set of distinct technical attributes and is subject to a modest discount, beginning on the fifth year anniversary of the contract and continuing every six months thereafter. On December 12, 2016 we amended those long-term contracts with Shell. As a result of the Amendments, each of the contracts now has a contractual dayrate floor. The contract amendments for the
Noble Globetrotter I
and
Noble Globetrotter II
provide a dayrate floor of $275,000 per day. The
Noble Bully II
contract contains a dayrate floor of $200,000 per day, plus daily operating expenses. The amendment also provided Shell the right to idle the
Noble Bully II
for up to one year and the
Noble Globetrotter II
for up to two years, each at a special stacking rate. Shell has exercised its right and beginning late December 2016 we idled the
Noble Globetrotter II
at a rate of $185,000 per day. We expect the
Noble Bully II
will be idled at a rate of $200,000 per day before May 1, 2017. Once the dayrate adjustment mechanism becomes effective and following any idle periods, the dayrate for these rigs will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism. The impact to contract backlog from these amendments has been reflected in the table above, and the backlog calculation assumes that, after any idle period at the contractual stacking rate, each rig will work at their respective dayrate floor for the remaining contract term.
|
(4)
|
Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period. Percentages take into account additional capacity from our newbuild rig that commenced operations during 2016.
|
(5)
|
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
. Pursuant to these agreements, each party has an equal 50 percent share in both vessels. As of
December 31, 2016
, the combined amount of backlog for these rigs totals $646 million, all of which is included in backlog. Noble’s proportional interest in the backlog for these rigs totals $323 million.
|
|
|
Average Rig
Utilization
(1)
|
|
Operating
Days
(2)
|
|
Average
Dayrates
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Jackups
|
|
83
|
%
|
|
85
|
%
|
|
3,966
|
|
|
3,967
|
|
|
—
|
%
|
|
$
|
126,279
|
|
(3)
|
$
|
162,348
|
|
|
(22
|
)%
|
Semisubmersibles
|
|
22
|
%
|
|
63
|
%
|
|
649
|
|
|
1,876
|
|
|
(65
|
)%
|
|
256,122
|
|
|
445,320
|
|
(6)
|
(42
|
)%
|
||
Drillships
|
|
82
|
%
|
|
100
|
%
|
|
2,408
|
|
|
3,257
|
|
|
(26
|
)%
|
|
654,074
|
|
(4)
|
547,265
|
|
(5)
|
20
|
%
|
||
Total
|
|
66
|
%
|
|
84
|
%
|
|
7,023
|
|
|
9,100
|
|
|
(23
|
)%
|
|
$
|
319,256
|
|
(7)
|
$
|
358,423
|
|
(7)
|
(11
|
)%
|
(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.
|
(3)
|
Includes the contract drilling services revenue portion of the
Noble Tom Prosser
contract cancellation with Quadrant Energy Australia Limited ("Quadrant") during the current year. Exclusive of the cancellation agreement, the average dayrate for the year ended December 31, 2016 would have been $122,151 for jackups.
|
(4)
|
Includes the impact of the FCX Settlement during the current year. Exclusive of this item, the average dayrate for the year ended December 31, 2016 would have been $490,868 for drillships.
|
(5)
|
Includes the contract drilling services revenue portion of the
Noble Discoverer
contract cancellation with Shell during 2015. Exclusive of the cancellation agreement, the average dayrate for the year ended December 31, 2015 would have been $502,878 for drillships.
|
(6)
|
Includes the contract drilling services revenue portion of the
Noble Homer Ferrington
arbitration award during 2015. Exclusive of the arbitration award, the average dayrate for the year ended December 31, 2015 would have been $372,512
for semisubmersibles.
|
(7)
|
Exclusive of the items listed above, the total average dayrates would have been $260,962 and $327,547 for the years ended December 31, 2016 and 2015, respectively.
|
|
|
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
|
$
|
(1,019,410
|
)
|
|
(31
|
)%
|
Reimbursables
(1)
|
|
59,432
|
|
|
88,597
|
|
|
(29,165
|
)
|
|
(33
|
)%
|
|||
Other
|
|
433
|
|
|
—
|
|
|
433
|
|
|
**
|
|
|||
|
|
$
|
2,302,065
|
|
|
$
|
3,350,207
|
|
|
$
|
(1,048,142
|
)
|
|
(31
|
)%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
879,438
|
|
|
$
|
1,232,529
|
|
|
$
|
(353,091
|
)
|
|
(29
|
)%
|
Reimbursables
(1)
|
|
45,608
|
|
|
68,182
|
|
|
(22,574
|
)
|
|
(33
|
)%
|
|||
Depreciation and amortization
|
|
587,999
|
|
|
611,748
|
|
|
(23,749
|
)
|
|
(4
|
)%
|
|||
General and administrative
|
|
69,258
|
|
|
76,843
|
|
|
(7,585
|
)
|
|
(10
|
)%
|
|||
Loss on impairment
|
|
1,458,749
|
|
|
405,512
|
|
|
1,053,237
|
|
|
**
|
|
|||
|
|
3,041,052
|
|
|
2,394,814
|
|
|
646,238
|
|
|
27
|
%
|
|||
Operating income (loss)
|
|
$
|
(738,987
|
)
|
|
$
|
955,393
|
|
|
$
|
(1,694,380
|
)
|
|
(177
|
)%
|
(1)
|
We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
|
**
|
Not a meaningful percentage.
|
|
|
Average Rig
Utilization
(1)
|
|
Operating
Days
(2)
|
|
Average
Dayrates
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
Jackups
|
|
85
|
%
|
|
91
|
%
|
|
3,967
|
|
|
3,682
|
|
|
8
|
%
|
|
$
|
162,348
|
|
|
$
|
177,345
|
|
|
(8
|
)%
|
Semisubmersibles
(3)
|
|
63
|
%
|
|
71
|
%
|
|
1,876
|
|
|
2,844
|
|
|
(34
|
)%
|
|
445,230
|
|
|
409,848
|
|
|
9
|
%
|
||
Drillships
(4)
|
|
100
|
%
|
|
100
|
%
|
|
3,257
|
|
|
2,756
|
|
|
18
|
%
|
|
547,265
|
|
|
482,426
|
|
|
13
|
%
|
||
Other
|
|
N/A
|
|
|
—
|
%
|
|
N/A
|
|
|
—
|
|
|
**
|
|
|
N/A
|
|
|
—
|
|
|
**
|
|
||
Total
|
|
84
|
%
|
|
86
|
%
|
|
9,100
|
|
|
9,282
|
|
|
(2
|
)%
|
|
$
|
358,423
|
|
|
$
|
339,154
|
|
|
6
|
%
|
(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.
|
(3)
|
Includes the contract drilling services revenue portion of the
Noble Homer Ferrington
arbitration award during the current year. Exclusive of the arbitration award, the average dayrate for the year ended December 31, 2015 was $372,512.
|
(4)
|
Includes the contract drilling services revenue portion of the
Noble Discoverer
contraction cancellation with Shell during the current year. Exclusive of the cancellation agreement, the average dayrate for the year ended December 31, 2015 was $502,878.
|
**
|
Not a meaningful percentage.
|
|
|
|
|
|
|
Change
|
|||||||||
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Contract drilling services
|
|
$
|
3,261,610
|
|
|
$
|
3,147,859
|
|
|
$
|
113,751
|
|
|
4
|
%
|
Reimbursables
(1)
|
|
88,597
|
|
|
82,393
|
|
|
6,204
|
|
|
8
|
%
|
|||
Other
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
**
|
|
|||
|
|
$
|
3,350,207
|
|
|
$
|
3,230,253
|
|
|
$
|
119,954
|
|
|
4
|
%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Contract drilling services
|
|
$
|
1,232,529
|
|
|
$
|
1,500,512
|
|
|
$
|
(267,983
|
)
|
|
(18
|
)%
|
Reimbursables
(1)
|
|
68,182
|
|
|
65,080
|
|
|
3,102
|
|
|
5
|
%
|
|||
Depreciation and amortization
|
|
611,748
|
|
|
608,590
|
|
|
3,158
|
|
|
1
|
%
|
|||
General and administrative
|
|
76,843
|
|
|
106,278
|
|
|
(29,435
|
)
|
|
(28
|
)%
|
|||
Loss on impairment
|
|
405,512
|
|
|
745,428
|
|
|
(339,916
|
)
|
|
(46
|
)%
|
|||
|
|
2,394,814
|
|
|
3,025,888
|
|
|
(631,074
|
)
|
|
(21
|
)%
|
|||
Operating income
|
|
$
|
955,393
|
|
|
$
|
204,365
|
|
|
$
|
751,028
|
|
|
367
|
%
|
(1)
|
We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.
|
**
|
Not a meaningful percentage.
|
•
|
early repayment of a portion of our 2020, 2021 and 2022 Senior Notes;
|
•
|
normal recurring operating expenses;
|
•
|
repayment of our maturing $300 million 3.05% Senior Notes;
|
•
|
the final payment for the
Noble Lloyd Noble
and capital expenditures; and
|
•
|
payment of three quarterly dividends, where fourth quarter dividends were cancelled
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures; and
|
•
|
repayment of debt and interest.
|
•
|
$203 million
for sustaining capital, major projects, subsea related expenditures and upgrades and replacements to drilling equipment;
|
•
|
$435 million
in newbuild expenditures, including costs for the
Noble Lloyd Noble
; and
|
•
|
$22 million
in capitalized interest.
|
•
|
approximately $76 million for sustaining capital; and
|
•
|
$39 million for major projects, subsea related expenditures and upgrades and replacements to drilling equipment.
|
Year Ended
December 31,
|
|
Total Number
of Shares
Purchased
|
|
Total Cost
(1)
(in thousands)
|
|
Average
Price Paid
per Share
(1)
|
|||||
2016
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2015
|
|
6,209,400
|
|
|
100,630
|
|
|
16.21
|
|
||
2014
|
|
6,769,891
|
|
|
154,145
|
|
|
22.77
|
|
(1)
|
The total cost and average price paid per share includes the impact of commissions and stamp tax for share repurchases made in the open market.
|
|
|
|
|
Payments Due by Period
|
|
|
||||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Other
|
||||||||||||||||
Contractual Cash Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt obligations
|
|
$
|
4,372,724
|
|
|
$
|
299,992
|
|
|
$
|
249,771
|
|
|
$
|
201,695
|
|
|
$
|
167,576
|
|
|
$
|
208,538
|
|
|
$
|
3,245,152
|
|
|
$
|
—
|
|
Interest payments
|
|
3,854,169
|
|
|
240,663
|
|
|
267,350
|
|
|
252,599
|
|
|
245,036
|
|
|
231,989
|
|
|
2,616,532
|
|
|
—
|
|
||||||||
Operating leases
|
|
38,423
|
|
|
15,718
|
|
|
7,750
|
|
|
6,542
|
|
|
1,892
|
|
|
1,632
|
|
|
4,889
|
|
|
—
|
|
||||||||
Pension plan contributions
|
|
132,535
|
|
|
12,629
|
|
|
10,478
|
|
|
10,911
|
|
|
11,457
|
|
|
15,275
|
|
|
71,785
|
|
|
—
|
|
||||||||
Tax reserves
(1)
|
|
172,520
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,520
|
|
||||||||
Total contractual cash obligations
|
|
$
|
8,570,371
|
|
|
$
|
569,002
|
|
|
$
|
535,349
|
|
|
$
|
471,747
|
|
|
$
|
425,961
|
|
|
$
|
457,434
|
|
|
$
|
5,938,358
|
|
|
$
|
172,520
|
|
(1)
|
Tax reserves are included in “Other” due to the difficulty in making reasonably reliable estimates of the timing of cash settlements to taxing authorities. See
Note 13
to our accompanying consolidated financial statements.
|
|
|
|
|
|
Amount of Commitment Expiration Per Period
|
|||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Contractual Cash Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Letters of credit
|
|
$
|
7,989
|
|
|
$
|
4,195
|
|
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,459
|
|
Total commercial commitments
|
|
$
|
7,989
|
|
|
$
|
4,195
|
|
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,459
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
|
Page
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Houston, Texas
|
February 24, 2017
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
725,722
|
|
|
$
|
512,245
|
|
Accounts receivable, net
|
|
319,152
|
|
|
498,931
|
|
||
Taxes receivable
|
|
55,480
|
|
|
55,525
|
|
||
Prepaid expenses and other current assets
|
|
92,260
|
|
|
173,917
|
|
||
Total current assets
|
|
1,192,614
|
|
|
1,240,618
|
|
||
Property and equipment, at cost
|
|
12,364,888
|
|
|
14,056,323
|
|
||
Accumulated depreciation
|
|
(2,302,940
|
)
|
|
(2,572,700
|
)
|
||
Property and equipment, net
|
|
10,061,948
|
|
|
11,483,623
|
|
||
Other assets
|
|
185,555
|
|
|
141,404
|
|
||
Total assets
|
|
$
|
11,440,117
|
|
|
$
|
12,865,645
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
299,882
|
|
|
$
|
299,924
|
|
Accounts payable
|
|
108,224
|
|
|
223,221
|
|
||
Accrued payroll and related costs
|
|
48,383
|
|
|
81,464
|
|
||
Taxes payable
|
|
46,561
|
|
|
87,940
|
|
||
Interest payable
|
|
61,299
|
|
|
72,961
|
|
||
Other current liabilities
|
|
68,944
|
|
|
98,074
|
|
||
Total current liabilities
|
|
633,293
|
|
|
863,584
|
|
||
Long-term debt
|
|
4,040,229
|
|
|
4,162,638
|
|
||
Deferred income taxes
|
|
2,084
|
|
|
92,797
|
|
||
Other liabilities
|
|
297,066
|
|
|
324,396
|
|
||
Total liabilities
|
|
4,972,672
|
|
|
5,443,415
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|||
Equity
|
|
|
|
|
||||
Shares; 243,239 and 241,977 shares outstanding
|
|
2,432
|
|
|
2,420
|
|
||
Additional paid-in capital
|
|
654,168
|
|
|
628,483
|
|
||
Retained earnings
|
|
5,154,221
|
|
|
6,131,501
|
|
||
Accumulated other comprehensive loss
|
|
(52,140
|
)
|
|
(63,175
|
)
|
||
Total shareholders’ equity
|
|
5,758,681
|
|
|
6,699,229
|
|
||
Noncontrolling interests
|
|
708,764
|
|
|
723,001
|
|
||
Total equity
|
|
6,467,445
|
|
|
7,422,230
|
|
||
Total liabilities and equity
|
|
$
|
11,440,117
|
|
|
$
|
12,865,645
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
|
$
|
3,147,859
|
|
Reimbursables
|
|
59,432
|
|
|
90,642
|
|
|
84,644
|
|
|||
Other
|
|
433
|
|
|
—
|
|
|
1
|
|
|||
|
|
2,302,065
|
|
|
3,352,252
|
|
|
3,232,504
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
879,438
|
|
|
1,232,529
|
|
|
1,500,512
|
|
|||
Reimbursables
|
|
45,499
|
|
|
70,276
|
|
|
66,378
|
|
|||
Depreciation and amortization
|
|
611,067
|
|
|
634,305
|
|
|
627,473
|
|
|||
General and administrative
|
|
69,258
|
|
|
76,843
|
|
|
106,771
|
|
|||
Loss on impairment
|
|
1,458,749
|
|
|
418,298
|
|
|
745,428
|
|
|||
|
|
3,064,011
|
|
|
2,432,251
|
|
|
3,046,562
|
|
|||
Operating income (loss)
|
|
(761,946
|
)
|
|
920,001
|
|
|
185,942
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net of amount capitalized
|
|
(222,915
|
)
|
|
(213,854
|
)
|
|
(155,179
|
)
|
|||
Gain on extinguishment of debt, net
|
|
17,814
|
|
|
—
|
|
|
—
|
|
|||
Interest income and other, net
|
|
18
|
|
|
36,286
|
|
|
(1,298
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
(967,029
|
)
|
|
742,433
|
|
|
29,465
|
|
|||
Income tax benefit (provision)
|
|
109,156
|
|
|
(159,232
|
)
|
|
(106,651
|
)
|
|||
Net income (loss) from continuing operations
|
|
(857,873
|
)
|
|
583,201
|
|
|
(77,186
|
)
|
|||
Net income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Net income (loss)
|
|
(857,873
|
)
|
|
583,201
|
|
|
83,316
|
|
|||
Net income attributable to noncontrolling interests
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|
(74,825
|
)
|
|||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
|
$
|
8,491
|
|
Net income attributable to Noble Corporation plc
|
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
|
$
|
(152,011
|
)
|
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Net income (loss)
attributable to Noble Corporation plc
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
|
$
|
8,491
|
|
Per share data:
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
(0.60
|
)
|
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.63
|
|
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
0.03
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
(0.60
|
)
|
Income from discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.63
|
|
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
0.03
|
|
Weighted- Average Shares Outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
243,127
|
|
|
242,146
|
|
|
252,909
|
|
|||
Diluted
|
|
243,127
|
|
|
242,146
|
|
|
252,909
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
(857,873
|
)
|
|
$
|
583,201
|
|
|
$
|
83,316
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
|
(19
|
)
|
|
(5,278
|
)
|
|
(118
|
)
|
|||
Net pension plan gain (loss) (net of tax provision (benefit) of
($1,828) in 2016, $4,021 in 2015 and ($21,429) in 2014) |
|
(8,237
|
)
|
|
7,099
|
|
|
(41,608
|
)
|
|||
Amortization of deferred pension plan amounts (net of tax provision of $1,635 in 2016, $2,297 in 2015 and $1,102 in 2014)
|
|
3,127
|
|
|
4,422
|
|
|
2,764
|
|
|||
Net pension plan curtailment and settlement expense (net of tax
provision of $7,218 in 2016 and $9,902 in 2014) |
|
15,216
|
|
|
—
|
|
|
18,389
|
|
|||
Prior service cost arising during the period (net of tax provision of $344 in 2016 and net of tax benefit of $317 in 2014)
|
|
948
|
|
|
—
|
|
|
(1,159
|
)
|
|||
Other comprehensive income (loss), net
|
|
11,035
|
|
|
6,243
|
|
|
(21,732
|
)
|
|||
Total comprehensive income (loss)
|
|
(846,838
|
)
|
|
589,444
|
|
|
61,584
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|
(74,825
|
)
|
|||
Comprehensive income (loss) attributable to Noble Corporation plc
|
|
$
|
(918,545
|
)
|
|
$
|
517,243
|
|
|
$
|
(13,241
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(857,873
|
)
|
|
$
|
583,201
|
|
|
$
|
83,316
|
|
Adjustments to reconcile net income (loss) to net cash from operating
activities: |
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
611,067
|
|
|
634,305
|
|
|
863,547
|
|
|||
Loss on impairment
|
|
1,458,749
|
|
|
418,298
|
|
|
745,428
|
|
|||
Gain on extinguishment of debt
|
|
(17,814
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(189,897
|
)
|
|
(36,172
|
)
|
|
(10,999
|
)
|
|||
Amortization of share-based compensation
|
|
34,720
|
|
|
39,172
|
|
|
46,389
|
|
|||
Net change in other assets and liabilities
|
|
89,330
|
|
|
123,547
|
|
|
50,527
|
|
|||
Net cash from operating activities
|
|
1,128,282
|
|
|
1,762,351
|
|
|
1,778,208
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(659,925
|
)
|
|
(422,544
|
)
|
|
(2,072,885
|
)
|
|||
Change in accrued capital expenditures
|
|
(34,814
|
)
|
|
(14,607
|
)
|
|
(36,383
|
)
|
|||
Proceeds from disposal of assets
|
|
24,808
|
|
|
4,614
|
|
|
—
|
|
|||
Net cash from investing activities
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|
(2,109,268
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net change in borrowings outstanding on bank credit facilities
|
|
—
|
|
|
(1,123,495
|
)
|
|
(437,647
|
)
|
|||
Repayment of long-term debt
|
|
(1,049,338
|
)
|
|
(350,000
|
)
|
|
(250,000
|
)
|
|||
Issuance of senior notes
|
|
980,100
|
|
|
1,092,728
|
|
|
—
|
|
|||
Debt issuance costs on senior notes and credit facilities
|
|
(12,111
|
)
|
|
(16,070
|
)
|
|
(398
|
)
|
|||
Long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
1,710,550
|
|
|||
Financing costs on long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
(14,676
|
)
|
|||
Cash balances of Paragon Offshore in Spin-off
|
|
—
|
|
|
—
|
|
|
(104,152
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(85,944
|
)
|
|
(71,504
|
)
|
|
(79,966
|
)
|
|||
Repurchases of shares
|
|
—
|
|
|
(100,630
|
)
|
|
(154,145
|
)
|
|||
Tender offer premium
|
|
(24,649
|
)
|
|
—
|
|
|
—
|
|
|||
Employee stock transactions
|
|
(5,398
|
)
|
|
(1,574
|
)
|
|
2,125
|
|
|||
Dividend payments
|
|
(47,534
|
)
|
|
(315,534
|
)
|
|
(386,579
|
)
|
|||
Net cash from financing activities
|
|
(244,874
|
)
|
|
(886,079
|
)
|
|
285,112
|
|
|||
Net change in cash and cash equivalents
|
|
213,477
|
|
|
443,735
|
|
|
(45,948
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
512,245
|
|
|
68,510
|
|
|
114,458
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
725,722
|
|
|
$
|
512,245
|
|
|
$
|
68,510
|
|
|
|
Shares
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2013
|
|
253,448
|
|
|
$
|
2,534
|
|
|
$
|
810,286
|
|
|
$
|
7,591,927
|
|
|
$
|
727,445
|
|
|
$
|
(82,164
|
)
|
|
$
|
9,050,028
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
46,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,389
|
|
||||||
Issuance of share-based compensation shares
|
|
692
|
|
|
6
|
|
|
(9,076
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,070
|
)
|
||||||
Exercise of stock options
|
|
131
|
|
|
3
|
|
|
2,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,647
|
|
||||||
Tax benefit of equity transactions
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
||||||
Repurchase of shares
|
|
(6,770
|
)
|
|
(68
|
)
|
|
(154,077
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(154,145
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,491
|
|
|
74,825
|
|
|
—
|
|
|
83,316
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,966
|
)
|
|
—
|
|
|
(79,966
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(258,330
|
)
|
|
—
|
|
|
—
|
|
|
(258,330
|
)
|
||||||
Spin-of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,406,053
|
)
|
|
—
|
|
|
34,478
|
|
|
(1,371,575
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,732
|
)
|
|
(21,732
|
)
|
||||||
Balance at December 31, 2014
|
|
247,501
|
|
|
$
|
2,475
|
|
|
$
|
695,638
|
|
|
$
|
5,936,035
|
|
|
$
|
722,304
|
|
|
$
|
(69,418
|
)
|
|
$
|
7,287,034
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
39,172
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,172
|
|
||||||
Issuance of share-based compensation shares
|
|
685
|
|
|
7
|
|
|
(4,178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,171
|
)
|
||||||
Tax benefit of equity transactions
|
|
—
|
|
|
—
|
|
|
(1,581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,581
|
)
|
||||||
Repurchases of shares
|
|
(6,209
|
)
|
|
(62
|
)
|
|
(100,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100,630
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
511,000
|
|
|
72,201
|
|
|
—
|
|
|
583,201
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,504
|
)
|
|
—
|
|
|
(71,504
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315,534
|
)
|
|
—
|
|
|
—
|
|
|
(315,534
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,243
|
|
|
6,243
|
|
||||||
Balance at December 31, 2015
|
|
241,977
|
|
|
$
|
2,420
|
|
|
$
|
628,483
|
|
|
$
|
6,131,501
|
|
|
$
|
723,001
|
|
|
$
|
(63,175
|
)
|
|
$
|
7,422,230
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
34,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,720
|
|
||||||
Issuance of share-based compensation shares
|
|
1,262
|
|
|
12
|
|
|
(3,625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,613
|
)
|
||||||
Tax benefit of equity transactions
|
|
—
|
|
|
—
|
|
|
(5,410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,410
|
)
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(929,580
|
)
|
|
71,707
|
|
|
—
|
|
|
(857,873
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,944
|
)
|
|
—
|
|
|
(85,944
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,700
|
)
|
|
—
|
|
|
—
|
|
|
(47,700
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,035
|
|
|
11,035
|
|
||||||
Balance at December 31, 2016
|
|
243,239
|
|
|
$
|
2,432
|
|
|
$
|
654,168
|
|
|
$
|
5,154,221
|
|
|
$
|
708,764
|
|
|
(52,140
|
)
|
|
6,467,445
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Houston, Texas
|
February 24, 2017
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
653,833
|
|
|
$
|
511,795
|
|
Accounts receivable, net
|
|
319,152
|
|
|
498,931
|
|
||
Taxes receivable
|
|
55,480
|
|
|
55,442
|
|
||
Prepaid expenses and other current assets
|
|
88,749
|
|
|
168,469
|
|
||
Total current assets
|
|
1,117,214
|
|
|
1,234,637
|
|
||
Property and equipment, at cost
|
|
12,364,888
|
|
|
14,054,558
|
|
||
Accumulated depreciation
|
|
(2,302,940
|
)
|
|
(2,572,331
|
)
|
||
Property and equipment, net
|
|
10,061,948
|
|
|
11,482,227
|
|
||
Other assets
|
|
178,552
|
|
|
132,319
|
|
||
Total assets
|
|
$
|
11,357,714
|
|
|
$
|
12,849,183
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
299,882
|
|
|
$
|
299,924
|
|
Accounts payable
|
|
107,868
|
|
|
221,077
|
|
||
Accrued payroll and related costs
|
|
48,319
|
|
|
81,364
|
|
||
Taxes payable
|
|
46,561
|
|
|
88,108
|
|
||
Interest payable
|
|
61,299
|
|
|
72,961
|
|
||
Other current liabilities
|
|
67,312
|
|
|
96,331
|
|
||
Total current liabilities
|
|
631,241
|
|
|
859,765
|
|
||
Long-term debt
|
|
4,040,229
|
|
|
4,162,638
|
|
||
Deferred income taxes
|
|
2,084
|
|
|
92,797
|
|
||
Other liabilities
|
|
292,183
|
|
|
319,512
|
|
||
Total liabilities
|
|
4,965,737
|
|
|
5,434,712
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity
|
|
|
|
|
||||
Ordinary shares; 261,246 shares outstanding
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
594,091
|
|
|
561,309
|
|
||
Retained earnings
|
|
5,115,137
|
|
|
6,167,211
|
|
||
Accumulated other comprehensive loss
|
|
(52,140
|
)
|
|
(63,175
|
)
|
||
Total shareholder equity
|
|
5,683,213
|
|
|
6,691,470
|
|
||
Noncontrolling interests
|
|
708,764
|
|
|
723,001
|
|
||
Total equity
|
|
6,391,977
|
|
|
7,414,471
|
|
||
Total liabilities and equity
|
|
$
|
11,357,714
|
|
|
$
|
12,849,183
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
|
$
|
3,147,859
|
|
Reimbursables
|
|
59,432
|
|
|
90,642
|
|
|
84,644
|
|
|||
Revenue from affiliates
|
|
—
|
|
|
200
|
|
|
—
|
|
|||
Other
|
|
1,133
|
|
|
—
|
|
|
1
|
|
|||
|
|
2,302,765
|
|
|
3,352,452
|
|
|
3,232,504
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
873,661
|
|
|
1,226,377
|
|
|
1,507,471
|
|
|||
Reimbursables
|
|
45,499
|
|
|
70,276
|
|
|
66,378
|
|
|||
Depreciation and amortization
|
|
611,013
|
|
|
633,244
|
|
|
624,278
|
|
|||
General and administrative
|
|
46,045
|
|
|
55,435
|
|
|
52,994
|
|
|||
Loss on impairment
|
|
1,458,749
|
|
|
418,298
|
|
|
745,428
|
|
|||
|
|
3,034,967
|
|
|
2,403,630
|
|
|
2,996,549
|
|
|||
Operating income (loss)
|
|
(732,202
|
)
|
|
948,822
|
|
|
235,955
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net of amount capitalized
|
|
(222,915
|
)
|
|
(213,854
|
)
|
|
(155,179
|
)
|
|||
Gain on extinguishment of debt, net
|
|
17,814
|
|
|
—
|
|
|
—
|
|
|||
Interest income and other, net
|
|
133
|
|
|
34,664
|
|
|
1,124
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(937,170
|
)
|
|
769,632
|
|
|
81,900
|
|
|||
Income tax benefit (provision)
|
|
109,163
|
|
|
(162,620
|
)
|
|
(105,930
|
)
|
|||
Net income (loss) from continuing operations
|
|
(828,007
|
)
|
|
607,012
|
|
|
(24,030
|
)
|
|||
Net income from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
|
223,083
|
|
|||
Net income (loss)
|
|
(828,007
|
)
|
|
607,012
|
|
|
199,053
|
|
|||
Net income attributable to noncontrolling interests
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|
(74,825
|
)
|
|||
Net income (loss) attributable to Noble Corporation
|
|
$
|
(899,714
|
)
|
|
$
|
534,811
|
|
|
$
|
124,228
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
(828,007
|
)
|
|
$
|
607,012
|
|
|
$
|
199,053
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(19
|
)
|
|
(5,278
|
)
|
|
(118
|
)
|
|||
Net pension plan gain (loss) (net of tax provision (benefit) of
($1,828) in 2016, $4,021 in 2015 and ($21,429) in 2014) |
|
(8,237
|
)
|
|
7,099
|
|
|
(41,608
|
)
|
|||
Amortization of deferred pension plan amounts (net of tax provision
of $1,635 in 2016, $2,297 in 2015 and $1,102 in 2014) |
|
3,127
|
|
|
4,422
|
|
|
2,764
|
|
|||
Net pension plan curtailment and settlement expense (net of tax
provision of $7,218 in 2016 and $9,902 in 2014) |
|
15,216
|
|
|
—
|
|
|
18,389
|
|
|||
Prior service cost arising during the period (net of tax provision of $344 in 2016 and net of tax benefit of $317 in 2014)
|
|
948
|
|
|
—
|
|
|
(1,159
|
)
|
|||
Other comprehensive income (loss), net
|
|
11,035
|
|
|
6,243
|
|
|
(21,732
|
)
|
|||
Total comprehensive income (loss)
|
|
(816,972
|
)
|
|
613,255
|
|
|
177,321
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|
(74,825
|
)
|
|||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(888,679
|
)
|
|
$
|
541,054
|
|
|
$
|
102,496
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(828,007
|
)
|
|
$
|
607,012
|
|
|
$
|
199,053
|
|
Adjustments to reconcile net income (loss) to net cash from operating
activities: |
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
611,013
|
|
|
633,244
|
|
|
860,353
|
|
|||
Loss on impairment
|
|
1,458,749
|
|
|
418,298
|
|
|
745,428
|
|
|||
Gain on extinguishment of debt
|
|
(17,814
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(189,897
|
)
|
|
(34,108
|
)
|
|
(10,999
|
)
|
|||
Capital contribution by parent—share-based compensation
|
|
32,782
|
|
|
30,652
|
|
|
33,341
|
|
|||
Net change in other assets and liabilities
|
|
89,445
|
|
|
92,409
|
|
|
44,740
|
|
|||
Net cash from operating activities
|
|
1,156,271
|
|
|
1,747,507
|
|
|
1,871,916
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(659,925
|
)
|
|
(422,544
|
)
|
|
(2,072,751
|
)
|
|||
Change in accrued capital expenditures
|
|
(34,814
|
)
|
|
(14,607
|
)
|
|
(36,383
|
)
|
|||
Proceeds from disposal of assets
|
|
24,808
|
|
|
4,614
|
|
|
—
|
|
|||
Net cash from investing activities
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|
(2,109,134
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net change in borrowings outstanding on bank credit facilities
|
|
—
|
|
|
(1,123,495
|
)
|
|
(437,647
|
)
|
|||
Repayment of long-term debt
|
|
(1,049,338
|
)
|
|
(350,000
|
)
|
|
(250,000
|
)
|
|||
Issuance of senior notes
|
|
980,100
|
|
|
1,092,728
|
|
|
—
|
|
|||
Debt issuance costs on senior notes and credit facilities
|
|
(12,111
|
)
|
|
(16,070
|
)
|
|
(398
|
)
|
|||
Tender offer premium
|
|
(24,649
|
)
|
|
—
|
|
|
—
|
|
|||
Long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
1,710,550
|
|
|||
Financing costs on long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
(14,676
|
)
|
|||
Cash balances of Paragon Offshore in Spin-off
|
|
—
|
|
|
—
|
|
|
(104,152
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(85,944
|
)
|
|
(71,504
|
)
|
|
(79,966
|
)
|
|||
Distributions to parent, net
|
|
(152,360
|
)
|
|
(400,614
|
)
|
|
(631,095
|
)
|
|||
Net cash from financing activities
|
|
(344,302
|
)
|
|
(868,955
|
)
|
|
192,616
|
|
|||
Net change in cash and cash equivalents
|
|
142,038
|
|
|
446,015
|
|
|
(44,602
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
511,795
|
|
|
65,780
|
|
|
110,382
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
653,833
|
|
|
$
|
511,795
|
|
|
$
|
65,780
|
|
|
|
Shares
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2013
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
497,316
|
|
|
$
|
7,986,762
|
|
|
$
|
727,445
|
|
|
$
|
(82,164
|
)
|
|
$
|
9,155,484
|
|
Distributions to parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(631,095
|
)
|
|
—
|
|
|
—
|
|
|
(631,095
|
)
|
||||||
Capital contributions by parent-Share-based compensation
|
|
—
|
|
|
—
|
|
|
33,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,341
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,228
|
|
|
74,825
|
|
|
—
|
|
|
199,053
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,966
|
)
|
|
—
|
|
|
(79,966
|
)
|
||||||
Spin-off of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,470,781
|
)
|
|
—
|
|
|
34,478
|
|
|
(1,436,303
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,732
|
)
|
|
(21,732
|
)
|
||||||
Balance at December 31, 2014
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
530,657
|
|
|
$
|
6,009,114
|
|
|
$
|
722,304
|
|
|
$
|
(69,418
|
)
|
|
$
|
7,218,782
|
|
Distributions to parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(376,714
|
)
|
|
—
|
|
|
—
|
|
|
(376,714
|
)
|
||||||
Capital contributions by parent-Share-based compensation
|
|
—
|
|
|
—
|
|
|
30,652
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,652
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534,811
|
|
|
72,201
|
|
|
—
|
|
|
607,012
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,504
|
)
|
|
—
|
|
|
(71,504
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,243
|
|
|
6,243
|
|
||||||
Balance at December 31, 2015
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
561,309
|
|
|
$
|
6,167,211
|
|
|
$
|
723,001
|
|
|
$
|
(63,175
|
)
|
|
$
|
7,414,471
|
|
Distributions to parent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,360
|
)
|
|
—
|
|
|
—
|
|
|
(152,360
|
)
|
||||||
Capital contributions by parent-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
32,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,782
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(899,714
|
)
|
|
71,707
|
|
|
—
|
|
|
(828,007
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,944
|
)
|
|
—
|
|
|
(85,944
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,035
|
|
|
11,035
|
|
||||||
Balance at December 31, 2016
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
594,091
|
|
|
$
|
5,115,137
|
|
|
$
|
708,764
|
|
|
$
|
(52,140
|
)
|
|
$
|
6,391,977
|
|
•
|
$1.08 billion
aggregate principal amount of senior notes in
two
separate tranches, comprising
$500 million
of
6.75%
Senior Notes due
2022
and
$580 million
of
7.25%
Senior Notes due
2024
; and
|
•
|
$650 million
of a senior secured term credit agreement, at an interest rate of LIBOR plus
2.75%
, subject to a LIBOR floor of
1%
, which has an initial term of
seven years
.
|
|
|
2014
|
||
Operating revenues
|
|
|
|
|
Contract drilling services
|
|
$
|
993,253
|
|
Reimbursables
|
|
21,899
|
|
|
Labor contract drilling services
|
|
19,304
|
|
|
Other
|
|
2
|
|
|
Operating revenues from discontinued operations
|
|
$
|
1,034,458
|
|
Income from discontinued operations
|
|
|
|
|
Income from discontinued operations before income taxes
|
|
$
|
216,391
|
|
Income tax provision
|
|
(55,889
|
)
|
|
Net income from discontinued operations, net of tax
|
|
$
|
160,502
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
|
$
|
(152,011
|
)
|
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(11,208
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations to common shareholders
|
|
(929,580
|
)
|
|
499,792
|
|
|
(152,011
|
)
|
|||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Income from discontinued operations, net of tax to common shareholders
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Net income (loss) attributable to Noble-UK
|
|
(929,580
|
)
|
|
511,000
|
|
|
8,491
|
|
|||
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(11,208
|
)
|
|
—
|
|
|||
Net income (loss) to common shareholders—basic
|
|
$
|
(929,580
|
)
|
|
$
|
499,792
|
|
|
$
|
8,491
|
|
Diluted
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
|
$
|
(152,011
|
)
|
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(11,208
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations to common shareholders
|
|
(929,580
|
)
|
|
499,792
|
|
|
(152,011
|
)
|
|||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Income from discontinued operations, net of tax to common shareholders
|
|
—
|
|
|
—
|
|
|
160,502
|
|
|||
Net income (loss) attributable to Noble-UK
|
|
(929,580
|
)
|
|
511,000
|
|
|
8,491
|
|
|||
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(11,208
|
)
|
|
—
|
|
|||
Net income (loss) to common shareholders—diluted
|
|
$
|
(929,580
|
)
|
|
$
|
499,792
|
|
|
$
|
8,491
|
|
Weighted average shares outstanding—basic
|
|
243,127
|
|
|
242,146
|
|
|
252,909
|
|
|||
Weighted average shares outstanding—diluted
|
|
243,127
|
|
|
242,146
|
|
|
252,909
|
|
|||
Weighted average unvested share-based payment awards
|
|
—
|
|
|
5,430
|
|
|
—
|
|
|||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
(0.60
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.63
|
|
|||
Net income attributable to Noble-UK
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
0.03
|
|
Diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
(0.60
|
)
|
Discontinued operations
|
|
—
|
|
|
—
|
|
|
0.63
|
|
|||
Net income attributable to Noble-UK
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
|
$
|
0.03
|
|
Dividends per share
|
|
$
|
0.20
|
|
|
$
|
1.28
|
|
|
$
|
1.50
|
|
|
|
2016
|
|
2015
|
||||
Drilling equipment and facilities
|
|
$
|
12,048,571
|
|
|
$
|
13,074,804
|
|
Construction in progress
|
|
112,103
|
|
|
761,347
|
|
||
Other
|
|
204,214
|
|
|
220,172
|
|
||
Property and equipment, at cost
|
|
$
|
12,364,888
|
|
|
$
|
14,056,323
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Senior unsecured senior notes
|
|
|
|
|
||||
3.05% Senior Notes due 2016
|
|
$
|
—
|
|
|
$
|
299,997
|
|
2.50% Senior Notes due 2017
|
|
299,992
|
|
|
299,956
|
|
||
5.25% Senior Notes due 2018
|
|
249,771
|
|
|
249,602
|
|
||
7.50% Senior Notes due 2019
|
|
201,695
|
|
|
201,695
|
|
||
4.90% Senior Notes due 2020
|
|
167,576
|
|
|
499,287
|
|
||
4.625% Senior Notes due 2021
|
|
208,538
|
|
|
399,680
|
|
||
3.95% Senior Notes due 2022
|
|
125,488
|
|
|
399,354
|
|
||
7.75% Senior Notes due 2024
|
|
980,117
|
|
|
—
|
|
||
7.20% Senior Notes due 2025
|
|
448,909
|
|
|
448,814
|
|
||
6.20% Senior Notes due 2040
|
|
399,898
|
|
|
399,896
|
|
||
6.05% Senior Notes due 2041
|
|
397,758
|
|
|
397,719
|
|
||
5.25% Senior Notes due 2042
|
|
498,369
|
|
|
498,338
|
|
||
8.20% Senior Notes due 2045
|
|
394,613
|
|
|
394,563
|
|
||
Total debt
|
|
4,372,724
|
|
|
4,488,901
|
|
||
Less: Unamortized debt issuance costs
|
|
(32,613
|
)
|
|
(26,339
|
)
|
||
Less: Current maturities of long-term debt
(1)
|
|
(299,882
|
)
|
|
(299,924
|
)
|
||
Total long-term debt
|
|
$
|
4,040,229
|
|
|
$
|
4,162,638
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
299,992
|
|
|
$
|
249,771
|
|
|
$
|
201,695
|
|
|
$
|
167,576
|
|
|
$
|
208,538
|
|
|
$
|
3,245,152
|
|
|
$
|
4,372,724
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
3.05% Senior Notes due 2016
|
|
—
|
|
|
—
|
|
|
299,997
|
|
|
299,340
|
|
||||
2.50% Senior Notes due 2017
|
|
299,992
|
|
|
299,128
|
|
|
299,956
|
|
|
284,334
|
|
||||
5.25% Senior Notes due 2018
|
|
249,771
|
|
|
249,808
|
|
|
249,602
|
|
|
227,285
|
|
||||
7.50% Senior Notes due 2019
|
|
201,695
|
|
|
209,524
|
|
|
201,695
|
|
|
194,273
|
|
||||
4.90% Senior Notes due 2020
|
|
167,576
|
|
|
167,329
|
|
|
499,287
|
|
|
378,761
|
|
||||
4.625% Senior Notes due 2021
|
|
208,538
|
|
|
196,416
|
|
|
399,680
|
|
|
289,450
|
|
||||
3.95% Senior Notes due 2022
|
|
125,488
|
|
|
112,791
|
|
|
399,354
|
|
|
265,643
|
|
||||
7.75% Senior Notes due 2024
|
|
980,117
|
|
|
945,317
|
|
|
—
|
|
|
—
|
|
||||
7.20% Senior Notes due 2025
|
|
448,909
|
|
|
423,267
|
|
|
448,814
|
|
|
308,870
|
|
||||
6.20% Senior Notes due 2040
|
|
399,898
|
|
|
280,221
|
|
|
399,896
|
|
|
237,005
|
|
||||
6.05% Senior Notes due 2041
|
|
397,758
|
|
|
273,854
|
|
|
397,719
|
|
|
239,464
|
|
||||
5.25% Senior Notes due 2042
|
|
498,369
|
|
|
325,814
|
|
|
498,338
|
|
|
279,919
|
|
||||
8.20% Senior Notes due 2045
|
|
394,613
|
|
|
328,608
|
|
|
394,563
|
|
|
255,887
|
|
||||
Total debt
|
|
$
|
4,372,724
|
|
|
$
|
3,812,077
|
|
|
$
|
4,488,901
|
|
|
$
|
3,260,231
|
|
Year Ended
|
|
Total Number
of Shares
Purchased
|
|
|
|
Average
Price Paid
per Share
(1)
|
|||||
December 31,
|
|
|
Total Cost
(1)
|
|
|||||||
2016
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2015
|
|
6,209,400
|
|
|
100,630
|
|
|
16.21
|
|
||
2014
|
|
6,769,891
|
|
|
154,145
|
|
|
22.77
|
|
(1)
|
The total cost and average price paid per share includes the impact of commissions and stamp tax for share repurchases made in the open market.
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Number of
Shares
Underlying
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Shares
Underlying
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Shares
Underlying
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding at beginning of year
|
|
1,677,154
|
|
|
$
|
29.48
|
|
|
1,958,633
|
|
|
$
|
28.43
|
|
|
1,808,987
|
|
|
$
|
33.13
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,706
|
)
|
|
20.08
|
|
|||
Expired
|
|
(256,979
|
)
|
|
29.22
|
|
|
(281,479
|
)
|
|
22.17
|
|
|
(57,871
|
)
|
|
30.18
|
|
|||
Spin-off adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
339,223
|
|
|
N/A
|
|
|||
Outstanding at end of year
(1)
|
|
1,420,175
|
|
|
29.52
|
|
|
1,677,154
|
|
|
29.48
|
|
|
1,958,633
|
|
|
28.43
|
|
|||
Exercisable at end of year
(1)
|
|
1,420,175
|
|
|
$
|
29.52
|
|
|
1,677,154
|
|
|
$
|
29.48
|
|
|
1,846,465
|
|
|
$
|
28.35
|
|
(1)
|
Options outstanding and exercisable at
December 31, 2016
had
no
intrinsic value.
|
|
|
Options Outstanding and Exercisable
|
|||||||
|
|
Number of
Shares
Underlying
Options
|
|
Weighted
Average
Remaining
Life (Years)
|
|
Weighted
Average
Exercise
Price
|
|||
$20.49 to $26.18
|
|
302,854
|
|
|
2.67
|
|
$
|
21.37
|
|
$26.19 to $31.51
|
|
467,956
|
|
|
3.96
|
|
30.40
|
|
|
$31.52 to $35.73
|
|
649,365
|
|
|
3.16
|
|
32.70
|
|
|
Total
|
|
1,420,175
|
|
|
3.32
|
|
$
|
29.52
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Valuation assumptions:
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
40.7
|
%
|
|
34.0
|
%
|
|
33.0
|
%
|
Risk-free interest rate
|
|
0.97
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
TVRSU
|
|
|
|
|
|
|
|
|
|
|||
Units awarded (maximum available)
|
|
3,624,182
|
|
|
2,004,311
|
|
|
1,617,534
|
|
|||
Weighted-average share price at award date
|
|
$
|
7.78
|
|
|
$
|
15.90
|
|
|
$
|
31.56
|
|
Weighted-average vesting period (years)
|
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
|||
PVRSU
|
|
|
|
|
|
|
|
|
|
|||
Units awarded (maximum available)
|
|
2,914,044
|
|
|
1,205,130
|
|
|
740,364
|
|
|||
Weighted-average share price at award date
|
|
$
|
7.79
|
|
|
$
|
15.94
|
|
|
$
|
31.66
|
|
Three-year performance period ended December 31
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Weighted-average award-date fair value
|
|
$
|
3.81
|
|
|
$
|
9.12
|
|
|
$
|
19.66
|
|
|
|
TVRSU’s
Outstanding
|
|
Weighted
Average
Award-Date
Fair Value
|
|
PVRSU’s
Outstanding
(1)
|
|
Weighted
Average
Award-Date
Fair Value
|
||||||
Non-vested RSU’s at January 1, 2016
|
|
2,709,675
|
|
|
$
|
21.97
|
|
|
2,546,137
|
|
|
$
|
16.06
|
|
Awarded
|
|
3,624,182
|
|
|
7.78
|
|
|
2,914,044
|
|
|
3.81
|
|
||
Vested
|
|
(1,188,240
|
)
|
|
25.16
|
|
|
(321,440
|
)
|
|
24.97
|
|
||
Forfeited
|
|
(1,056,450
|
)
|
|
11.49
|
|
|
(759,916
|
)
|
|
12.63
|
|
||
Non-vested RSU’s at December 31, 2016
|
|
4,089,167
|
|
|
$
|
11.18
|
|
|
4,378,825
|
|
|
$
|
7.85
|
|
|
|
Gains /
(Losses) on
Cash Flow
Hedges
(1)
|
|
Defined
Benefit
Pension
Items
(2)
|
|
Foreign
Currency
Items
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
(58,440
|
)
|
|
$
|
(10,978
|
)
|
|
$
|
(69,418
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
|
2,414
|
|
|
7,099
|
|
|
(5,278
|
)
|
|
4,235
|
|
||||
Amounts reclassified from AOCL
|
|
(2,414
|
)
|
|
4,422
|
|
|
—
|
|
|
2,008
|
|
||||
Net other comprehensive income (loss)
|
|
—
|
|
|
11,521
|
|
|
(5,278
|
)
|
|
6,243
|
|
||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
(46,919
|
)
|
|
$
|
(16,256
|
)
|
|
$
|
(63,175
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) before reclassifications
|
|
1,187
|
|
|
(8,237
|
)
|
|
(19
|
)
|
|
(7,069
|
)
|
||||
Amounts reclassified from AOCL
|
|
(1,187
|
)
|
|
19,291
|
|
|
—
|
|
|
18,104
|
|
||||
Net other comprehensive income (loss)
|
|
—
|
|
|
11,054
|
|
|
(19
|
)
|
|
11,035
|
|
||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
(35,865
|
)
|
|
$
|
(16,275
|
)
|
|
$
|
(52,140
|
)
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
|
|
|
||
United States
|
|
|
|
|
|
|
||
Excess of net tax basis over remaining book basis
|
|
$
|
56,351
|
|
|
$
|
—
|
|
Deferred pension plan amounts
|
|
16,797
|
|
|
22,858
|
|
||
Accrued expenses not currently deductible
|
|
19,012
|
|
|
20,041
|
|
||
Other
|
|
6,803
|
|
|
3,069
|
|
||
Non-U.S.
|
|
|
|
|
|
|
||
Net operating loss carry forwards
|
|
3,800
|
|
|
3,800
|
|
||
Deferred pension plan amounts
|
|
3,120
|
|
|
2,347
|
|
||
Other
|
|
2,064
|
|
|
2,064
|
|
||
Deferred tax assets
|
|
107,947
|
|
|
54,179
|
|
||
Less: valuation allowance
|
|
(3,800
|
)
|
|
(3,800
|
)
|
||
Net deferred tax assets
|
|
$
|
104,147
|
|
|
$
|
50,379
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
||
United States
|
|
|
|
|
|
|
||
Excess of net book basis over remaining tax basis
|
|
$
|
—
|
|
|
$
|
(126,096
|
)
|
Other
|
|
(7,672
|
)
|
|
(10,277
|
)
|
||
Non-U.S.
|
|
|
|
|
|
|
||
Excess of net book basis over remaining tax basis
|
|
(200
|
)
|
|
(200
|
)
|
||
Other
|
|
(4,305
|
)
|
|
(4,366
|
)
|
||
Deferred tax liabilities
|
|
(12,177
|
)
|
|
(140,939
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
91,970
|
|
|
$
|
(90,560
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current- United States
|
|
$
|
61,928
|
|
|
$
|
113,648
|
|
|
$
|
50,829
|
|
Current- Non-U.S.
|
|
18,813
|
|
|
81,756
|
|
|
74,288
|
|
|||
Deferred- United States
|
|
(189,880
|
)
|
|
(38,103
|
)
|
|
(18,655
|
)
|
|||
Deferred- Non-U.S.
|
|
(17
|
)
|
|
1,931
|
|
|
189
|
|
|||
Total
|
|
$
|
(109,156
|
)
|
|
$
|
159,232
|
|
|
$
|
106,651
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross balance at January 1,
|
|
$
|
169,687
|
|
|
$
|
108,812
|
|
|
$
|
115,969
|
|
Additions based on tax positions related to current year
|
|
15,665
|
|
|
31,022
|
|
|
16,880
|
|
|||
Additions for tax positions of prior years
|
|
18,662
|
|
|
47,561
|
|
|
12,928
|
|
|||
Reductions for tax positions of prior years
|
|
(43,701
|
)
|
|
(11,945
|
)
|
|
(8
|
)
|
|||
Expiration of statutes
|
|
(487
|
)
|
|
(1,237
|
)
|
|
(2,852
|
)
|
|||
Reduction due to Spin-off
|
|
—
|
|
|
—
|
|
|
(26,870
|
)
|
|||
Tax settlements
|
|
—
|
|
|
(4,526
|
)
|
|
(7,235
|
)
|
|||
Gross balance at December 31,
|
|
159,826
|
|
|
169,687
|
|
|
108,812
|
|
|||
Related tax benefits
|
|
(1,008
|
)
|
|
(14,369
|
)
|
|
(1,064
|
)
|
|||
Net reserve at December 31,
|
|
$
|
158,818
|
|
|
$
|
155,318
|
|
|
$
|
107,748
|
|
|
|
2016
|
|
2015
|
||||
Reserve for uncertain tax positions, excluding interest and penalties
|
|
$
|
158,818
|
|
|
$
|
155,318
|
|
Interest and penalties included in “Other liabilities”
|
|
13,702
|
|
|
10,961
|
|
||
Reserve for uncertain tax positions, including interest and penalties
|
|
$
|
172,520
|
|
|
$
|
166,279
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
69,372
|
|
|
$
|
228,390
|
|
|
$
|
72,553
|
|
|
$
|
238,072
|
|
Service cost
|
|
2,914
|
|
|
6,647
|
|
|
3,344
|
|
|
8,596
|
|
||||
Interest cost
|
|
2,412
|
|
|
9,557
|
|
|
2,546
|
|
|
9,198
|
|
||||
Actuarial loss (gain)
|
|
19,296
|
|
|
(5,178
|
)
|
|
(2,778
|
)
|
|
(21,631
|
)
|
||||
Benefits paid
|
|
(3,515
|
)
|
|
(5,747
|
)
|
|
(2,971
|
)
|
|
(5,845
|
)
|
||||
Curtailment
|
|
(5,735
|
)
|
|
(17,092
|
)
|
|
—
|
|
|
—
|
|
||||
Plan participants’ contributions
|
|
307
|
|
|
—
|
|
|
363
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
(12,704
|
)
|
|
—
|
|
|
(3,685
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
72,347
|
|
|
$
|
216,577
|
|
|
$
|
69,372
|
|
|
$
|
228,390
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
75,855
|
|
|
$
|
167,947
|
|
|
$
|
77,714
|
|
|
$
|
172,119
|
|
Actual return on plan assets
|
|
9,371
|
|
|
8,657
|
|
|
2,270
|
|
|
1,125
|
|
||||
Employer contributions
|
|
2,832
|
|
|
383
|
|
|
2,182
|
|
|
548
|
|
||||
Benefits and expenses paid
|
|
(3,515
|
)
|
|
(5,747
|
)
|
|
(2,971
|
)
|
|
(5,845
|
)
|
||||
Plan participants’ contributions
|
|
307
|
|
|
—
|
|
|
363
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
(13,564
|
)
|
|
—
|
|
|
(3,703
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
71,286
|
|
|
$
|
171,240
|
|
|
$
|
75,855
|
|
|
$
|
167,947
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Funded status
|
|
$
|
(1,061
|
)
|
|
$
|
(45,337
|
)
|
|
$
|
6,483
|
|
|
$
|
(60,443
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Other assets (noncurrent)
|
|
$
|
313
|
|
|
$
|
229
|
|
|
$
|
9,121
|
|
|
$
|
1,134
|
|
Other liabilities (current)
|
|
—
|
|
|
(3,857
|
)
|
|
—
|
|
|
(3,441
|
)
|
||||
Other liabilities (noncurrent)
|
|
(1,374
|
)
|
|
(41,709
|
)
|
|
(2,638
|
)
|
|
(58,136
|
)
|
||||
Net amount recognized
|
|
$
|
(1,061
|
)
|
|
$
|
(45,337
|
)
|
|
$
|
6,483
|
|
|
$
|
(60,443
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Net actuarial loss
|
|
$
|
17,035
|
|
|
$
|
34,200
|
|
|
$
|
10,017
|
|
|
$
|
57,937
|
|
Prior service cost
|
|
—
|
|
|
—
|
|
|
1,378
|
|
|
326
|
|
||||
Deferred income tax asset
|
|
(3,120
|
)
|
|
(12,250
|
)
|
|
(2,347
|
)
|
|
(20,392
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
13,915
|
|
|
$
|
21,950
|
|
|
$
|
9,048
|
|
|
$
|
37,871
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||||||
Service Cost
|
|
$
|
2,914
|
|
|
$
|
6,647
|
|
|
$
|
3,344
|
|
|
$
|
8,596
|
|
|
$
|
4,777
|
|
|
$
|
8,901
|
|
Interest Cost
|
|
2,412
|
|
|
9,557
|
|
|
2,546
|
|
|
9,198
|
|
|
4,650
|
|
|
10,546
|
|
||||||
Return on plan assets
|
|
(3,393
|
)
|
|
(12,389
|
)
|
|
(3,673
|
)
|
|
(13,146
|
)
|
|
(6,117
|
)
|
|
(15,499
|
)
|
||||||
Amortization of prior service cost
|
|
104
|
|
|
118
|
|
|
104
|
|
|
142
|
|
|
46
|
|
|
196
|
|
||||||
Recognized net actuarial loss
|
|
142
|
|
|
4,398
|
|
|
315
|
|
|
6,158
|
|
|
769
|
|
|
2,857
|
|
||||||
Curtailment expense
|
|
600
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
||||||
Settlement expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,872
|
|
||||||
Net pension expense
|
|
$
|
2,779
|
|
|
$
|
8,531
|
|
|
$
|
2,636
|
|
|
$
|
10,948
|
|
|
$
|
4,125
|
|
|
$
|
17,114
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Projected benefit obligation
|
|
$
|
72,347
|
|
|
$
|
216,577
|
|
|
$
|
69,372
|
|
|
$
|
228,390
|
|
Accumulated benefit obligation
|
|
72,347
|
|
|
216,577
|
|
|
65,136
|
|
|
199,928
|
|
||||
Fair value of plan assets
|
|
71,286
|
|
|
171,240
|
|
|
75,855
|
|
|
167,947
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Projected benefit obligation
|
|
$
|
5,015
|
|
|
$
|
189,244
|
|
|
$
|
4,317
|
|
|
$
|
202,566
|
|
Fair value of plan assets
|
|
3,642
|
|
|
143,678
|
|
|
1,679
|
|
|
140,988
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Accumulated benefit obligation
|
|
$
|
5,015
|
|
|
$
|
189,244
|
|
|
$
|
1,853
|
|
|
$
|
174,105
|
|
Fair value of plan assets
|
|
3,642
|
|
|
143,678
|
|
|
1,679
|
|
|
140,988
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
2.15%-2.70%
|
|
|
3.00%-4.24%
|
|
2.93%-3.90%
|
|
3.09%-4.48%
|
Rate of compensation increase
|
|
3.6
|
%
|
|
N/A
|
|
3.60%-4.20%
|
|
2.00%-5.00%
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
|||
Weighted-average assumptions used to determine periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
2.93%-3.90%
|
|
3.09%-4.48%
|
|
|
2.60%-3.70%
|
|
2.98%-4.38%
|
|
|
2.70%-4.70%
|
|
3.90%-5.10%
|
|
Expected long-term return on assets
|
|
1.60%-5.00%
|
|
7.00
|
%
|
|
1.60%-4.90%
|
|
7.50
|
%
|
|
2.30%-6.00%
|
|
7.80
|
%
|
Rate of compensation increase
|
|
3.60%-4.20%
|
|
N/A
|
|
|
3.60%-4.10%
|
|
2.00%-5.00%
|
|
|
3.60%-4.50%
|
|
5.00
|
%
|
|
|
|
|
|
December 31, 2016
|
|||||||||||
|
|
|
|
Estimated Fair Value
Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
$
|
337
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
|
46,845
|
|
|
46,845
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
|
20,462
|
|
|
—
|
|
|
20,462
|
|
|
—
|
|
||||
Other
|
|
3,642
|
|
|
—
|
|
|
—
|
|
|
3,642
|
|
||||
Total
|
|
$
|
71,286
|
|
|
$
|
47,182
|
|
|
$
|
20,462
|
|
|
$
|
3,642
|
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
|
Estimated Fair Value
Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
$
|
893
|
|
|
$
|
893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
International companies
|
|
56,926
|
|
|
56,926
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
|
16,357
|
|
|
—
|
|
|
16,357
|
|
|
—
|
|
||||
Other
|
|
1,679
|
|
|
—
|
|
|
—
|
|
|
1,679
|
|
||||
Total
|
|
$
|
75,855
|
|
|
$
|
57,819
|
|
|
$
|
16,357
|
|
|
$
|
1,679
|
|
|
|
Market
|
||
|
|
Value
|
||
Balance as of December 31, 2015
|
|
$
|
1,679
|
|
Assets purchased
|
|
2,685
|
|
|
Assets sold/benefits paid
|
|
(411
|
)
|
|
Return on plan assets
|
|
92
|
|
|
Loss on exchange rate
|
|
(403
|
)
|
|
Balance as of December 31, 2016
|
|
$
|
3,642
|
|
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
|
|
Estimated Fair Value
Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
$
|
2,524
|
|
|
$
|
2,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
|
80,264
|
|
|
80,264
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
34,049
|
|
|
34,049
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
|
54,403
|
|
|
54,403
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
171,240
|
|
|
$
|
171,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
|
Estimated Fair Value
Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
|
$
|
2,097
|
|
|
$
|
2,097
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
|
77,611
|
|
|
77,611
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
33,517
|
|
|
33,517
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate bonds
|
|
54,722
|
|
|
54,722
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
167,947
|
|
|
$
|
167,947
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Payments by Period
|
||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Estimated benefit payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non U.S. plans
|
|
$
|
28,648
|
|
|
$
|
2,393
|
|
|
$
|
2,485
|
|
|
$
|
2,582
|
|
|
$
|
2,684
|
|
|
$
|
2,788
|
|
|
$
|
15,716
|
|
U.S. plans
|
|
103,887
|
|
|
10,236
|
|
|
7,993
|
|
|
8,329
|
|
|
8,773
|
|
|
12,487
|
|
|
56,069
|
|
|||||||
Total estimated benefit payments
|
|
$
|
132,535
|
|
|
$
|
12,629
|
|
|
$
|
10,478
|
|
|
$
|
10,911
|
|
|
$
|
11,457
|
|
|
$
|
15,275
|
|
|
$
|
71,785
|
|
|
|
|
|
Estimated fair value
|
||||
|
|
Balance sheet
classification
|
|
December 31,
2016 |
|
December 31,
2015 |
||
Asset derivatives
|
|
|
|
|
|
|
||
Non-designated derivatives
|
|
|
|
|
|
|
||
FCX Settlement
|
|
Prepaid expenses and other current assets
|
|
14,400
|
|
|
—
|
|
|
|
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
|
|
$
|
(1,187
|
)
|
|
$
|
(2,414
|
)
|
|
$
|
1,187
|
|
|
$
|
2,414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-designated derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FCX Settlement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,400
|
|
|
$
|
—
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
|
|
Estimated Fair Value Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities
|
|
$
|
6,246
|
|
|
$
|
6,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FCX Settlement
|
|
$
|
14,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,400
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
|
Estimated Fair Value Measurements
|
||||||||||||
|
|
Carrying
Amount
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Marketable securities
|
|
$
|
6,352
|
|
|
$
|
6,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Valuation assumptions:
|
|
|
|
|
Expected volatility
|
|
47.08
|
%
|
|
Mean-reversion rate
|
|
2.80
|
|
|
Discount rate
(1)
|
|
2.5
|
%
|
|
Underlying spot price
(2)
|
|
$
|
53.72
|
|
(1)
|
Based on the cost of debt of Freeport.
|
(2)
|
Based on the last trading price of the WTI spot contract from Bloomberg as of
December 31, 2016
.
|
December 31, 2015
|
|
$
|
—
|
|
Fair value recognized in earnings
|
|
17,600
|
|
|
Change in fair value recognized in earnings
|
|
(3,200
|
)
|
|
December 31, 2016
|
|
$
|
14,400
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
15,718
|
|
|
$
|
7,750
|
|
|
$
|
6,542
|
|
|
$
|
1,892
|
|
|
$
|
1,632
|
|
|
$
|
4,889
|
|
|
$
|
38,423
|
|
|
|
Revenues Year Ended December 31,
|
|
Identifiable Assets As of December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||||
United States
|
|
$
|
1,404,365
|
|
|
$
|
1,941,485
|
|
|
$
|
1,639,509
|
|
|
$
|
6,399,119
|
|
|
$
|
6,642,540
|
|
Argentina
|
|
51,627
|
|
|
111,589
|
|
|
97,743
|
|
|
—
|
|
|
273,397
|
|
|||||
Australia
|
|
89,847
|
|
|
204,822
|
|
|
146,474
|
|
|
—
|
|
|
944,277
|
|
|||||
Benin
|
|
—
|
|
|
—
|
|
|
66,077
|
|
|
—
|
|
|
—
|
|
|||||
Brazil
|
|
27,640
|
|
|
78,683
|
|
|
447,266
|
|
|
25,474
|
|
|
697,638
|
|
|||||
Brunei
|
|
42,710
|
|
|
—
|
|
|
—
|
|
|
312,494
|
|
|
—
|
|
|||||
Bulgaria
|
|
78,985
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Denmark
|
|
46,342
|
|
|
77,934
|
|
|
28,980
|
|
|
250,776
|
|
|
501,747
|
|
|||||
Gabon
|
|
23,385
|
|
|
90,082
|
|
|
72,562
|
|
|
—
|
|
|
684,243
|
|
|||||
Libya
|
|
—
|
|
|
136,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Malaysia
|
|
168,826
|
|
|
149,597
|
|
|
11,126
|
|
|
747,059
|
|
|
890,991
|
|
|||||
New Zealand
|
|
—
|
|
|
—
|
|
|
56,911
|
|
|
—
|
|
|
—
|
|
|||||
Qatar
|
|
608
|
|
|
—
|
|
|
—
|
|
|
263,108
|
|
|
—
|
|
|||||
Saudi Arabia
|
|
120,132
|
|
|
226,251
|
|
|
260,544
|
|
|
443,965
|
|
|
495,501
|
|
|||||
Singapore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230,897
|
|
|
775,962
|
|
|||||
South Africa
|
|
1,803
|
|
|
—
|
|
|
—
|
|
|
673,486
|
|
|
—
|
|
|||||
Tanzania
|
|
48,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
The Netherlands
|
|
42
|
|
|
67,765
|
|
|
82,026
|
|
|
—
|
|
|
—
|
|
|||||
Turkey
|
|
—
|
|
|
97,065
|
|
|
13,960
|
|
|
—
|
|
|
—
|
|
|||||
United Arab Emirates
|
|
86,446
|
|
|
67,117
|
|
|
108,044
|
|
|
591,306
|
|
|
352,546
|
|
|||||
United Kingdom
|
|
95,621
|
|
|
87,896
|
|
|
84,078
|
|
|
1,475,651
|
|
|
430,058
|
|
|||||
Other
|
|
15,292
|
|
|
15,560
|
|
|
117,204
|
|
|
26,782
|
|
|
176,745
|
|
|||||
Total
|
|
$
|
2,302,065
|
|
|
$
|
3,352,252
|
|
|
$
|
3,232,504
|
|
|
$
|
11,440,117
|
|
|
$
|
12,865,645
|
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable
|
|
179,779
|
|
|
$
|
70,165
|
|
|
$
|
29,730
|
|
|
Other current assets
|
|
81,702
|
|
|
61,514
|
|
|
(3,201
|
)
|
|||
Other assets
|
|
139,872
|
|
|
106,354
|
|
|
(96,941
|
)
|
|||
Accounts payable
|
|
(84,873
|
)
|
|
(30,771
|
)
|
|
63,546
|
|
|||
Other current liabilities
|
|
(207,533
|
)
|
|
(57,496
|
)
|
|
(28,644
|
)
|
|||
Other liabilities
|
|
(19,617
|
)
|
|
(26,219
|
)
|
|
86,037
|
|
|||
|
|
$
|
89,330
|
|
|
$
|
123,547
|
|
|
$
|
50,527
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
|
$
|
232,907
|
|
|
$
|
190,917
|
|
|
$
|
159,835
|
|
Income taxes (net of refunds)
|
|
$
|
100,544
|
|
|
$
|
89,292
|
|
|
$
|
132,527
|
|
Non-cash activities during the period:
|
|
|
|
|
|
|
|
|
|
|||
Spin-off of Paragon Offshore
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,409,400
|
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accounts receivable
|
|
179,779
|
|
|
$
|
70,165
|
|
|
$
|
29,730
|
|
|
Other current assets
|
|
79,682
|
|
|
23,047
|
|
|
(12,670
|
)
|
|||
Other assets
|
|
137,792
|
|
|
89,877
|
|
|
(96,925
|
)
|
|||
Accounts payable
|
|
(83,085
|
)
|
|
(28,538
|
)
|
|
60,488
|
|
|||
Other current liabilities
|
|
(203,763
|
)
|
|
(36,580
|
)
|
|
(21,921
|
)
|
|||
Other liabilities
|
|
(20,960
|
)
|
|
(25,562
|
)
|
|
86,038
|
|
|||
|
|
$
|
89,445
|
|
|
$
|
92,409
|
|
|
$
|
44,740
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
|
$
|
232,907
|
|
|
$
|
190,917
|
|
|
$
|
159,835
|
|
Income taxes (net of refunds)
|
|
$
|
100,717
|
|
|
$
|
88,948
|
|
|
$
|
130,356
|
|
Non-cash activities during the period:
|
|
|
|
|
|
|
|
|
|
|||
Spin-off of Paragon Offshore
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,409,400
|
|
|
|
Issuer
|
|
|
Notes
|
|
(Co-Issuer(s))
|
|
Guarantor(s)
|
$300 million 2.50% Senior Notes due 2017
|
|
NHIL
|
|
Noble-Cayman
|
$250 million 5.25% Senior Notes due 2018
|
|
NHIL
|
|
Noble-Cayman
|
$202 million 7.50% Senior Notes due 2019
|
|
NHC
|
|
Noble-Cayman
|
|
|
NDH
|
|
|
|
|
Noble Drilling Services 6 LLC (“NDS6”)
|
|
|
$168 million 4.90% Senior Notes due 2020
|
|
NHIL
|
|
Noble-Cayman
|
$209 million 4.625% Senior Notes due 2021
|
|
NHIL
|
|
Noble-Cayman
|
$126 million 3.95% Senior Notes due 2022
|
|
NHIL
|
|
Noble-Cayman
|
$1 billion 7.75% Senior Notes due 2024
|
|
NHIL
|
|
Noble-Cayman
|
$450 million 7.20% 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 8.20% Senior Notes due 2045
|
|
NHIL
|
|
Noble-Cayman
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
2,537
|
|
|
$
|
—
|
|
|
$
|
10,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
640,441
|
|
|
$
|
—
|
|
|
$
|
653,833
|
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
33,162
|
|
|
—
|
|
|
—
|
|
|
285,990
|
|
|
—
|
|
|
319,152
|
|
||||||||
Taxes receivable
|
|
—
|
|
|
21,428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,052
|
|
|
—
|
|
|
55,480
|
|
||||||||
Short-term notes receivable from affiliates
|
|
—
|
|
|
—
|
|
|
243,915
|
|
|
—
|
|
|
1,349,708
|
|
|
52,611
|
|
|
(1,646,234
|
)
|
|
—
|
|
||||||||
Accounts receivable from affiliates
|
|
361,313
|
|
|
—
|
|
|
137,476
|
|
|
67,560
|
|
|
85,274
|
|
|
3,038,658
|
|
|
(3,690,281
|
)
|
|
—
|
|
||||||||
Prepaid expenses and other current assets
|
|
270
|
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
—
|
|
|
86,868
|
|
|
|
|
|
88,749
|
|
||||||||
Total current assets
|
|
364,120
|
|
|
21,428
|
|
|
427,019
|
|
|
67,560
|
|
|
1,434,982
|
|
|
4,138,620
|
|
|
(5,336,515
|
)
|
|
1,117,214
|
|
||||||||
Property and equipment, at cost
|
|
—
|
|
|
—
|
|
|
2,376,862
|
|
|
—
|
|
|
—
|
|
|
9,988,026
|
|
|
—
|
|
|
12,364,888
|
|
||||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(428,308
|
)
|
|
—
|
|
|
—
|
|
|
(1,874,632
|
)
|
|
—
|
|
|
(2,302,940
|
)
|
||||||||
Property and equipment, net
|
|
—
|
|
|
—
|
|
|
1,948,554
|
|
|
—
|
|
|
—
|
|
|
8,113,394
|
|
|
—
|
|
|
10,061,948
|
|
||||||||
Notes receivable from affiliates
|
|
3,304,672
|
|
|
—
|
|
|
112,706
|
|
|
69,564
|
|
|
5,000
|
|
|
1,798,614
|
|
|
(5,290,556
|
)
|
|
—
|
|
||||||||
Investments in affiliates
|
|
2,848,855
|
|
|
2,007,016
|
|
|
1,411,874
|
|
|
8,369,728
|
|
|
6,129,082
|
|
|
—
|
|
|
(20,766,555
|
)
|
|
—
|
|
||||||||
Other assets
|
|
4,292
|
|
|
—
|
|
|
5,687
|
|
|
—
|
|
|
—
|
|
|
168,573
|
|
|
—
|
|
|
178,552
|
|
||||||||
Total assets
|
|
$
|
6,521,939
|
|
|
$
|
2,028,444
|
|
|
$
|
3,905,840
|
|
|
$
|
8,506,852
|
|
|
$
|
7,569,064
|
|
|
$
|
14,219,201
|
|
|
$
|
(31,393,626
|
)
|
|
$
|
11,357,714
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term notes payables from affiliates
|
|
$
|
—
|
|
|
$
|
171,925
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,474,309
|
|
|
$
|
(1,646,234
|
)
|
|
$
|
—
|
|
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299,882
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
299,882
|
|
||||||||
Accounts payable
|
|
—
|
|
|
—
|
|
|
4,228
|
|
|
—
|
|
|
—
|
|
|
103,640
|
|
|
—
|
|
|
107,868
|
|
||||||||
Accrued payroll and related costs
|
|
—
|
|
|
—
|
|
|
4,882
|
|
|
—
|
|
|
—
|
|
|
43,437
|
|
|
—
|
|
|
48,319
|
|
||||||||
Accounts payable to affiliates
|
|
818,737
|
|
|
111,801
|
|
|
1,995,788
|
|
|
123,642
|
|
|
—
|
|
|
640,313
|
|
|
(3,690,281
|
)
|
|
—
|
|
||||||||
Taxes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46,561
|
|
|
—
|
|
|
46,561
|
|
||||||||
Interest payable
|
|
48
|
|
|
—
|
|
|
—
|
|
|
56,839
|
|
|
4,412
|
|
|
—
|
|
|
—
|
|
|
61,299
|
|
||||||||
Other current liabilities
|
|
12
|
|
|
—
|
|
|
4,296
|
|
|
—
|
|
|
—
|
|
|
63,004
|
|
|
—
|
|
|
67,312
|
|
||||||||
Total current liabilities
|
|
818,797
|
|
|
283,726
|
|
|
2,009,194
|
|
|
480,363
|
|
|
4,412
|
|
|
2,371,264
|
|
|
(5,336,515
|
)
|
|
631,241
|
|
||||||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,838,807
|
|
|
201,422
|
|
|
—
|
|
|
—
|
|
|
4,040,229
|
|
||||||||
Notes payable to affiliates
|
|
—
|
|
|
700,000
|
|
|
467,139
|
|
|
744,181
|
|
|
—
|
|
|
3,379,236
|
|
|
(5,290,556
|
)
|
|
—
|
|
||||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
2,084
|
|
||||||||
Other liabilities
|
|
19,929
|
|
|
—
|
|
|
24,035
|
|
|
—
|
|
|
—
|
|
|
248,219
|
|
|
—
|
|
|
292,183
|
|
||||||||
Total liabilities
|
|
838,726
|
|
|
983,726
|
|
|
2,500,902
|
|
|
5,063,351
|
|
|
205,834
|
|
|
6,000,269
|
|
|
(10,627,071
|
)
|
|
4,965,737
|
|
||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total shareholder equity
|
|
5,683,213
|
|
|
1,044,718
|
|
|
1,404,938
|
|
|
3,443,501
|
|
|
7,363,230
|
|
|
7,106,323
|
|
|
(20,362,710
|
)
|
|
5,683,213
|
|
||||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,112,609
|
|
|
(403,845
|
)
|
|
708,764
|
|
||||||||
Total equity
|
|
5,683,213
|
|
|
1,044,718
|
|
|
1,404,938
|
|
|
3,443,501
|
|
|
7,363,230
|
|
|
8,218,932
|
|
|
(20,766,555
|
)
|
|
6,391,977
|
|
||||||||
Total liabilities and equity
|
|
$
|
6,521,939
|
|
|
$
|
2,028,444
|
|
|
$
|
3,905,840
|
|
|
$
|
8,506,852
|
|
|
$
|
7,569,064
|
|
|
$
|
14,219,201
|
|
|
$
|
(31,393,626
|
)
|
|
$
|
11,357,714
|
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
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-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250,049
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,086,848
|
|
|
$
|
(94,697
|
)
|
|
$
|
2,242,200
|
|
Reimbursables
|
|
—
|
|
|
—
|
|
|
9,190
|
|
|
—
|
|
|
—
|
|
|
50,242
|
|
|
—
|
|
|
59,432
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,133
|
|
|
—
|
|
|
1,133
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
259,239
|
|
|
—
|
|
|
—
|
|
|
2,138,223
|
|
|
(94,697
|
)
|
|
2,302,765
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
4,532
|
|
|
18,902
|
|
|
70,801
|
|
|
84,309
|
|
|
—
|
|
|
789,814
|
|
|
(94,697
|
)
|
|
873,661
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
8,231
|
|
|
—
|
|
|
—
|
|
|
37,268
|
|
|
—
|
|
|
45,499
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
91,802
|
|
|
—
|
|
|
—
|
|
|
519,211
|
|
|
—
|
|
|
611,013
|
|
||||||||
General and administrative
|
|
1,264
|
|
|
8,716
|
|
|
—
|
|
|
40,082
|
|
|
1
|
|
|
(4,018
|
)
|
|
—
|
|
|
46,045
|
|
||||||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,458,749
|
|
|
—
|
|
|
1,458,749
|
|
||||||||
Total operating costs and expenses
|
|
5,796
|
|
|
27,618
|
|
|
170,834
|
|
|
124,391
|
|
|
1
|
|
|
2,801,024
|
|
|
(94,697
|
)
|
|
3,034,967
|
|
||||||||
Operating income (loss)
|
|
(5,796
|
)
|
|
(27,618
|
)
|
|
88,405
|
|
|
(124,391
|
)
|
|
(1
|
)
|
|
(662,801
|
)
|
|
—
|
|
|
(732,202
|
)
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) of unconsolidated affiliates
|
|
(962,662
|
)
|
|
(257,142
|
)
|
|
(980,099
|
)
|
|
(333,446
|
)
|
|
515,518
|
|
|
—
|
|
|
2,017,831
|
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(27,891
|
)
|
|
(70,494
|
)
|
|
(11,461
|
)
|
|
(228,423
|
)
|
|
(15,117
|
)
|
|
(122,345
|
)
|
|
252,816
|
|
|
(222,915
|
)
|
||||||||
Gain on extinguishment of debt, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,814
|
|
||||||||
Interest income and other, net
|
|
96,635
|
|
|
120
|
|
|
12,616
|
|
|
20,412
|
|
|
15,058
|
|
|
108,108
|
|
|
(252,816
|
)
|
|
133
|
|
||||||||
Income (loss) before income taxes
|
|
(899,714
|
)
|
|
(355,134
|
)
|
|
(890,539
|
)
|
|
(648,034
|
)
|
|
515,458
|
|
|
(677,038
|
)
|
|
2,017,831
|
|
|
(937,170
|
)
|
||||||||
Income tax benefit (provision)
|
|
—
|
|
|
(42,522
|
)
|
|
163
|
|
|
—
|
|
|
—
|
|
|
151,522
|
|
|
—
|
|
|
109,163
|
|
||||||||
Net income (loss)
|
|
(899,714
|
)
|
|
(397,656
|
)
|
|
(890,376
|
)
|
|
(648,034
|
)
|
|
515,458
|
|
|
(525,516
|
)
|
|
2,017,831
|
|
|
(828,007
|
)
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,294
|
)
|
|
(32,413
|
)
|
|
(71,707
|
)
|
||||||||
Net income (loss) attributable to Noble Corporation
|
|
(899,714
|
)
|
|
(397,656
|
)
|
|
(890,376
|
)
|
|
(648,034
|
)
|
|
515,458
|
|
|
(564,810
|
)
|
|
1,985,418
|
|
|
(899,714
|
)
|
||||||||
Other comprehensive income (loss), net
|
|
11,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,035
|
|
|
(11,035
|
)
|
|
11,035
|
|
||||||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(888,679
|
)
|
|
$
|
(397,656
|
)
|
|
$
|
(890,376
|
)
|
|
$
|
(648,034
|
)
|
|
$
|
515,458
|
|
|
$
|
(553,775
|
)
|
|
$
|
1,974,383
|
|
|
$
|
(888,679
|
)
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,325,608
|
|
|
$
|
(418,655
|
)
|
|
$
|
3,261,610
|
|
Reimbursables
|
|
—
|
|
|
—
|
|
|
18,529
|
|
|
—
|
|
|
—
|
|
|
72,113
|
|
|
—
|
|
|
90,642
|
|
||||||||
Revenue from affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
373,186
|
|
|
—
|
|
|
—
|
|
|
3,397,921
|
|
|
(418,655
|
)
|
|
3,352,452
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
3,611
|
|
|
19,160
|
|
|
395,365
|
|
|
84,005
|
|
|
—
|
|
|
1,142,891
|
|
|
(418,655
|
)
|
|
1,226,377
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
13,686
|
|
|
—
|
|
|
—
|
|
|
56,590
|
|
|
—
|
|
|
70,276
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
77,187
|
|
|
—
|
|
|
—
|
|
|
556,057
|
|
|
—
|
|
|
633,244
|
|
||||||||
General and administrative
|
|
1,138
|
|
|
8,683
|
|
|
—
|
|
|
38,167
|
|
|
1
|
|
|
7,446
|
|
|
—
|
|
|
55,435
|
|
||||||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
418,285
|
|
|
—
|
|
|
418,298
|
|
||||||||
Total operating costs and expenses
|
|
4,749
|
|
|
27,843
|
|
|
486,251
|
|
|
122,172
|
|
|
1
|
|
|
2,181,269
|
|
|
(418,655
|
)
|
|
2,403,630
|
|
||||||||
Operating income (loss)
|
|
(4,749
|
)
|
|
(27,843
|
)
|
|
(113,065
|
)
|
|
(122,172
|
)
|
|
(1
|
)
|
|
1,216,652
|
|
|
—
|
|
|
948,822
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) of unconsolidated affiliates—continuing operations
|
|
591,297
|
|
|
73,319
|
|
|
190,335
|
|
|
936,429
|
|
|
647,856
|
|
|
—
|
|
|
(2,439,236
|
)
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(75,925
|
)
|
|
(4,932
|
)
|
|
(12,110
|
)
|
|
(224,894
|
)
|
|
(25,578
|
)
|
|
(68,670
|
)
|
|
198,255
|
|
|
(213,854
|
)
|
||||||||
Interest income and other, net
|
|
24,188
|
|
|
4,852
|
|
|
52,026
|
|
|
71,617
|
|
|
5,165
|
|
|
75,071
|
|
|
(198,255
|
)
|
|
34,664
|
|
||||||||
Income before income taxes
|
|
534,811
|
|
|
45,396
|
|
|
117,186
|
|
|
660,980
|
|
|
627,442
|
|
|
1,223,053
|
|
|
(2,439,236
|
)
|
|
769,632
|
|
||||||||
Income tax provision
|
|
—
|
|
|
(77,929
|
)
|
|
(4,466
|
)
|
|
—
|
|
|
—
|
|
|
(80,225
|
)
|
|
—
|
|
|
(162,620
|
)
|
||||||||
Net Income
|
|
534,811
|
|
|
(32,533
|
)
|
|
112,720
|
|
|
660,980
|
|
|
627,442
|
|
|
1,142,828
|
|
|
(2,439,236
|
)
|
|
607,012
|
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,240
|
)
|
|
33,039
|
|
|
(72,201
|
)
|
||||||||
Net income attributable to Noble Corporation
|
|
534,811
|
|
|
(32,533
|
)
|
|
112,720
|
|
|
660,980
|
|
|
627,442
|
|
|
1,037,588
|
|
|
(2,406,197
|
)
|
|
534,811
|
|
||||||||
Other comprehensive income, net
|
|
6,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,243
|
|
|
(6,243
|
)
|
|
6,243
|
|
||||||||
Comprehensive income attributable to Noble Corporation
|
|
$
|
541,054
|
|
|
$
|
(32,533
|
)
|
|
$
|
112,720
|
|
|
$
|
660,980
|
|
|
$
|
627,442
|
|
|
$
|
1,043,831
|
|
|
$
|
(2,412,440
|
)
|
|
$
|
541,054
|
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
327,070
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,067,195
|
|
|
$
|
(246,406
|
)
|
|
$
|
3,147,859
|
|
Reimbursables
|
|
—
|
|
|
—
|
|
|
6,239
|
|
|
—
|
|
|
—
|
|
|
78,405
|
|
|
—
|
|
|
84,644
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
333,309
|
|
|
—
|
|
|
—
|
|
|
3,145,601
|
|
|
(246,406
|
)
|
|
3,232,504
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
30,885
|
|
|
39,039
|
|
|
120,971
|
|
|
115,909
|
|
|
—
|
|
|
1,447,073
|
|
|
(246,406
|
)
|
|
1,507,471
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
4,687
|
|
|
—
|
|
|
—
|
|
|
61,691
|
|
|
—
|
|
|
66,378
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
65,164
|
|
|
—
|
|
|
—
|
|
|
559,114
|
|
|
—
|
|
|
624,278
|
|
||||||||
General and administrative
|
|
2,437
|
|
|
11,376
|
|
|
—
|
|
|
31,620
|
|
|
1
|
|
|
7,560
|
|
|
—
|
|
|
52,994
|
|
||||||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745,428
|
|
|
—
|
|
|
745,428
|
|
||||||||
Total operating costs and expenses
|
|
33,322
|
|
|
50,415
|
|
|
190,822
|
|
|
147,529
|
|
|
1
|
|
|
2,820,866
|
|
|
(246,406
|
)
|
|
2,996,549
|
|
||||||||
Operating income (loss)
|
|
(33,322
|
)
|
|
(50,415
|
)
|
|
142,487
|
|
|
(147,529
|
)
|
|
(1
|
)
|
|
324,735
|
|
|
—
|
|
|
235,955
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) of unconsolidated affiliates—continuing operations
|
|
(2,885,628
|
)
|
|
157,648
|
|
|
(80,080
|
)
|
|
604,419
|
|
|
448,785
|
|
|
—
|
|
|
1,754,856
|
|
|
—
|
|
||||||||
Income (loss) of unconsolidated affiliates—discontinued operations, net of tax
|
|
223,083
|
|
|
50,565
|
|
|
28,580
|
|
|
170,845
|
|
|
6,240
|
|
|
—
|
|
|
(479,313
|
)
|
|
—
|
|
||||||||
Total income (loss) of unconsolidated affiliates
|
|
(2,662,545
|
)
|
|
208,213
|
|
|
(51,500
|
)
|
|
775,264
|
|
|
455,025
|
|
|
—
|
|
|
1,275,543
|
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(93,536
|
)
|
|
(3,046
|
)
|
|
(24,974
|
)
|
|
(169,666
|
)
|
|
(33,671
|
)
|
|
(3,148,822
|
)
|
|
3,318,536
|
|
|
(155,179
|
)
|
||||||||
Interest income and other, net
|
|
2,913,631
|
|
|
—
|
|
|
249,005
|
|
|
89,449
|
|
|
3,308
|
|
|
64,267
|
|
|
(3,318,536
|
)
|
|
1,124
|
|
||||||||
Income from continuing operations before income taxes
|
|
124,228
|
|
|
154,752
|
|
|
315,018
|
|
|
547,518
|
|
|
424,661
|
|
|
(2,759,820
|
)
|
|
1,275,543
|
|
|
81,900
|
|
||||||||
Income tax provision
|
|
—
|
|
|
(68,805
|
)
|
|
(3,574
|
)
|
|
—
|
|
|
(1,546
|
)
|
|
(32,005
|
)
|
|
—
|
|
|
(105,930
|
)
|
||||||||
Net income (loss) from continuing operations
|
|
124,228
|
|
|
85,947
|
|
|
311,444
|
|
|
547,518
|
|
|
423,115
|
|
|
(2,791,825
|
)
|
|
1,275,543
|
|
|
(24,030
|
)
|
||||||||
Net income (loss) from discontinued operations, net of tax
|
|
—
|
|
|
(18,655
|
)
|
|
6,634
|
|
|
—
|
|
|
—
|
|
|
235,104
|
|
|
—
|
|
|
223,083
|
|
||||||||
Net Income
|
|
124,228
|
|
|
67,292
|
|
|
318,078
|
|
|
547,518
|
|
|
423,115
|
|
|
(2,556,721
|
)
|
|
1,275,543
|
|
|
199,053
|
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98,603
|
)
|
|
23,778
|
|
|
(74,825
|
)
|
||||||||
Net income attributable to Noble Corporation
|
|
124,228
|
|
|
67,292
|
|
|
318,078
|
|
|
547,518
|
|
|
423,115
|
|
|
(2,655,324
|
)
|
|
1,299,321
|
|
|
124,228
|
|
||||||||
Other comprehensive loss, net
|
|
(21,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,732
|
)
|
|
21,732
|
|
|
(21,732
|
)
|
||||||||
Comprehensive income attributable to Noble Corporation
|
|
$
|
102,496
|
|
|
$
|
67,292
|
|
|
$
|
318,078
|
|
|
$
|
547,518
|
|
|
$
|
423,115
|
|
|
$
|
(2,677,056
|
)
|
|
$
|
1,321,053
|
|
|
$
|
102,496
|
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash from operating activities
|
|
$
|
97,388
|
|
|
$
|
(150,735
|
)
|
|
$
|
149,431
|
|
|
$
|
(344,112
|
)
|
|
$
|
(60
|
)
|
|
$
|
1,404,359
|
|
|
$
|
—
|
|
|
$
|
1,156,271
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(492,985
|
)
|
|
—
|
|
|
—
|
|
|
(201,754
|
)
|
|
—
|
|
|
(694,739
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,808
|
|
|
—
|
|
|
24,808
|
|
||||||||
Notes receivable from affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash from investing activities
|
|
—
|
|
|
—
|
|
|
(492,985
|
)
|
|
—
|
|
|
—
|
|
|
(176,946
|
)
|
|
—
|
|
|
(669,931
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,049,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,049,338
|
)
|
||||||||
Issuance of senior notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
980,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
980,100
|
|
||||||||
Debt issuance costs on senior notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,111
|
)
|
||||||||
Tender offer premium
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,649
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,649
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85,944
|
)
|
|
—
|
|
|
(85,944
|
)
|
||||||||
Distributions to parent company, net
|
|
(152,360
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,360
|
)
|
||||||||
Advances (to) from affiliates
|
|
55,882
|
|
|
150,735
|
|
|
352,308
|
|
|
450,110
|
|
|
60
|
|
|
(1,009,095
|
)
|
|
—
|
|
|
—
|
|
||||||||
Notes payable to affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net cash from financing activities
|
|
(96,478
|
)
|
|
150,735
|
|
|
352,308
|
|
|
344,112
|
|
|
60
|
|
|
(1,095,039
|
)
|
|
—
|
|
|
(344,302
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
910
|
|
|
—
|
|
|
8,754
|
|
|
—
|
|
|
—
|
|
|
132,374
|
|
|
—
|
|
|
142,038
|
|
||||||||
Cash and cash equivalents, beginning of period
|
|
1,627
|
|
|
—
|
|
|
2,101
|
|
|
—
|
|
|
—
|
|
|
508,067
|
|
|
—
|
|
|
511,795
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
2,537
|
|
|
$
|
—
|
|
|
$
|
10,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
640,441
|
|
|
$
|
—
|
|
|
$
|
653,833
|
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash from operating activities
|
|
$
|
(31,562
|
)
|
|
$
|
(53,686
|
)
|
|
$
|
15,207
|
|
|
$
|
(267,735
|
)
|
|
$
|
(20,292
|
)
|
|
$
|
2,105,575
|
|
|
$
|
—
|
|
|
$
|
1,747,507
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(116,594
|
)
|
|
—
|
|
|
—
|
|
|
(320,557
|
)
|
|
—
|
|
|
(437,151
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,614
|
|
|
—
|
|
|
4,614
|
|
||||||||
Notes receivable from affiliates
|
|
124,951
|
|
|
—
|
|
|
—
|
|
|
608,771
|
|
|
—
|
|
|
—
|
|
|
(733,722
|
)
|
|
—
|
|
||||||||
Net cash from investing activities
|
|
124,951
|
|
|
—
|
|
|
(116,594
|
)
|
|
608,771
|
|
|
—
|
|
|
(315,943
|
)
|
|
(733,722
|
)
|
|
(432,537
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in borrowings outstanding on bank credit facilities
|
|
(1,123,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,123,495
|
)
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,000
|
)
|
||||||||
Issuance of senior notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,092,728
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,092,728
|
|
||||||||
Debt issuance costs on senior notes and credit facilities
|
|
(6,450
|
)
|
|
—
|
|
|
—
|
|
|
(9,620
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,070
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71,504
|
)
|
|
—
|
|
|
(71,504
|
)
|
||||||||
Distributions to parent company, net
|
|
(400,614
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(400,614
|
)
|
||||||||
Advances (to) from affiliates
|
|
2,047,563
|
|
|
53,686
|
|
|
103,234
|
|
|
(1,074,144
|
)
|
|
20,292
|
|
|
(1,150,631
|
)
|
|
—
|
|
|
—
|
|
||||||||
Notes payable to affiliates
|
|
(608,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,951
|
)
|
|
733,722
|
|
|
—
|
|
||||||||
Net cash from financing activities
|
|
(91,767
|
)
|
|
53,686
|
|
|
103,234
|
|
|
(341,036
|
)
|
|
20,292
|
|
|
(1,347,086
|
)
|
|
733,722
|
|
|
(868,955
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
1,622
|
|
|
—
|
|
|
1,847
|
|
|
—
|
|
|
—
|
|
|
442,546
|
|
|
—
|
|
|
446,015
|
|
||||||||
Cash and cash equivalents, beginning of period
|
|
5
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
65,521
|
|
|
—
|
|
|
65,780
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
1,627
|
|
|
$
|
—
|
|
|
$
|
2,101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
508,067
|
|
|
$
|
—
|
|
|
$
|
511,795
|
|
|
|
Noble-
Cayman
|
|
NHC
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor
Subsidiaries
of Noble
|
|
Consolidating
Adjustments
|
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash from operating activities
|
|
$
|
2,825,524
|
|
|
$
|
(151,987
|
)
|
|
$
|
366,583
|
|
|
$
|
(232,605
|
)
|
|
$
|
(31,788
|
)
|
|
$
|
(903,811
|
)
|
|
$
|
—
|
|
|
$
|
1,871,916
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(1,404,560
|
)
|
|
—
|
|
|
—
|
|
|
(704,574
|
)
|
|
—
|
|
|
(2,109,134
|
)
|
||||||||
Notes receivable from affiliates
|
|
50
|
|
|
—
|
|
|
—
|
|
|
273,744
|
|
|
—
|
|
|
—
|
|
|
(273,794
|
)
|
|
—
|
|
||||||||
Net cash from investing activities
|
|
50
|
|
|
—
|
|
|
(1,404,560
|
)
|
|
273,744
|
|
|
—
|
|
|
(704,574
|
)
|
|
(273,794
|
)
|
|
(2,109,134
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in borrowings outstanding on bank credit facilities
|
|
(437,647
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(437,647
|
)
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
||||||||
Long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,710,550
|
|
|
—
|
|
|
1,710,550
|
|
||||||||
Financing costs on long-term borrowings of Paragon Offshore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,676
|
)
|
|
—
|
|
|
(14,676
|
)
|
||||||||
Cash balances of Paragon Offshore in Spin-Off
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,152
|
)
|
|
—
|
|
|
(104,152
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,966
|
)
|
|
—
|
|
|
(79,966
|
)
|
||||||||
Debt issuance costs on senior notes and credit facilities
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
||||||||
Distributions to parent company, net
|
|
(631,095
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(631,095
|
)
|
||||||||
Advances (to) from affiliates
|
|
(1,482,686
|
)
|
|
151,987
|
|
|
1,037,829
|
|
|
208,857
|
|
|
31,788
|
|
|
52,225
|
|
|
—
|
|
|
—
|
|
||||||||
Notes payable to affiliates
|
|
(273,744
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
273,794
|
|
|
—
|
|
||||||||
Net cash from financing activities
|
|
(2,825,570
|
)
|
|
151,987
|
|
|
1,037,829
|
|
|
(41,143
|
)
|
|
31,788
|
|
|
1,563,931
|
|
|
273,794
|
|
|
192,616
|
|
||||||||
Net change in cash and cash equivalents
|
|
4
|
|
|
—
|
|
|
(148
|
)
|
|
(4
|
)
|
|
—
|
|
|
(44,454
|
)
|
|
—
|
|
|
(44,602
|
)
|
||||||||
Cash and cash equivalents, beginning of period
|
|
1
|
|
|
—
|
|
|
402
|
|
|
4
|
|
|
—
|
|
|
109,975
|
|
|
—
|
|
|
110,382
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,521
|
|
|
$
|
—
|
|
|
$
|
65,780
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
|
|
Dec. 31
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
|
$
|
611,973
|
|
|
$
|
894,783
|
|
|
$
|
385,153
|
|
|
$
|
410,156
|
|
Operating income (loss)
|
|
175,460
|
|
|
449,714
|
|
|
(2,208
|
)
|
|
(1,384,912
|
)
|
||||
Net income (loss) from continuing operations attributable to Noble-UK
|
|
105,485
|
|
|
322,866
|
|
|
(55,081
|
)
|
|
(1,302,850
|
)
|
||||
Net income (loss) per share from continuing operations attributable to Noble-UK
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
0.42
|
|
|
1.28
|
|
|
(0.23
|
)
|
|
(5.36
|
)
|
||||
Diluted
|
|
0.42
|
|
|
1.28
|
|
|
(0.23
|
)
|
|
(5.36
|
)
|
|
|
Quarter Ended
|
||||||||||||||
|
|
Mar. 31
|
|
Jun. 30
|
|
Sep. 30
|
|
Dec. 31
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
|
|
$
|
804,342
|
|
|
$
|
793,555
|
|
|
$
|
896,671
|
|
|
$
|
857,684
|
|
Operating income (loss)
|
|
284,359
|
|
|
275,149
|
|
|
409,973
|
|
|
(49,480
|
)
|
||||
Net income (loss) from continuing operations attributable to Noble-UK
|
|
178,403
|
|
|
159,031
|
|
|
325,807
|
|
|
(152,241
|
)
|
||||
Net income (loss) per share from continuing operations attributable to Noble-UK
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
0.72
|
|
|
0.64
|
|
|
1.32
|
|
|
(0.63
|
)
|
||||
Diluted
|
|
0.72
|
|
|
0.64
|
|
|
1.32
|
|
|
(0.63
|
)
|
(1)
|
Net income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income (loss) per share may not equal the total computed for the year.
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
|
Age
|
|
Position
|
David Williams
|
|
59
|
|
Chairman, President and Chief Executive Officer
|
Julie Robertson
|
|
61
|
|
Executive Vice President and Corporate Secretary
|
Adam Peakes
|
|
43
|
|
Senior Vice President and Chief Financial Officer
|
William Turcotte
|
|
53
|
|
Senior Vice President and General Legal Counsel
|
Simon Johnson
|
|
46
|
|
Senior Vice President - Marketing and Contracts
|
Scott Marks
|
|
57
|
|
Senior Vice President - Engineering
|
Bernie Wolford
|
|
57
|
|
Senior Vice President - Operations
|
Dennis Lubojacky
|
|
64
|
|
Vice President and Controller
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
Item 14.
|
Principal Accounting Fees and Services.
|
Item 15.
|
Exhibits, Financial Statement Schedules.
|
(a)
|
The following documents are filed as part of this report:
|
(1)
|
A list of the financial statements filed as a part of this report is set forth in Item 8 on page 49 and is incorporated herein by reference.
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
Item 16.
|
Form 10-K Summary.
|
Date: February 24, 2017
|
|
By:
|
|
/s/ DAVID W. WILLIAMS
|
|
|
|
|
David W. Williams
Chairman, President and Chief Executive Officer
|
Signature
|
|
Capacity In Which Signed
|
|
Date
|
|
|
|
|
|
/s/ DAVID W. WILLIAMS
|
|
Chairman, President and
|
|
February 24, 2017
|
David W. Williams
|
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ ADAM C. PEAKES
|
|
Senior Vice President and
|
|
February 24, 2017
|
Adam C. Peakes
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ DENNIS J. LUBOJACKY
|
|
Vice President and Controller
|
|
February 24, 2017
|
Dennis J. Lubojacky
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ ASHLEY ALMANZA
|
|
Director
|
|
February 24, 2017
|
Ashley Almanza
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL A. CAWLEY
|
|
Director
|
|
February 24, 2017
|
Michael A. Cawley
|
|
|
|
|
|
|
|
|
|
/s/ JULIE H. EDWARDS
|
|
Director
|
|
February 24, 2017
|
Julie H. Edwards
|
|
|
|
|
|
|
|
|
|
/s/ GORDON T. HALL
|
|
Director
|
|
February 24, 2017
|
Gordon T. Hall
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. JOSEY
|
|
Director
|
|
February 24, 2017
|
Scott D. Josey
|
|
|
|
|
|
|
|
|
|
/s/ JON A. MARSHALL
|
|
Director
|
|
February 24, 2017
|
Jon A. Marshall
|
|
|
|
|
|
|
|
|
|
/s/ MARY P. RICCIARDELLO
|
|
Director
|
|
February 24, 2017
|
Mary P. Ricciardello
|
|
|
|
February 24, 2017
|
|
By:
|
|
/s/ DAVID W. WILLIAMS
|
|
|
|
|
David W. Williams
President and Chief Executive Officer
|
Signature
|
|
Capacity In Which Signed
|
|
Date
|
|
|
|
|
|
/s/ DAVID W. WILLIAMS
|
|
President and Chief Executive Officer
|
|
February 24, 2017
|
David W. Williams
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DENNIS J. LUBOJACKY
|
|
Vice President, Chief Financial
|
|
February 24, 2017
|
Dennis J. Lubojacky
|
|
Officer and Director
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ DAVID M.J. DUJACQUIER
|
|
Director
|
|
February 24, 2017
|
David M.J. Dujacquier
|
|
|
|
|
|
|
|
|
|
/s/ ALAN R. HAY
|
|
Director
|
|
February 24, 2017
|
Alan R. Hay
|
|
|
|
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-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 September 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
|
|
Indenture dated as of March 1, 1999, between Noble Drilling Corporation and JP Morgan Chase Bank, N.A. (formerly Chase Bank of Texas, N.A.), as Trustee (filed as Exhibit 4.1 to Noble Drilling Corporation’s Current Report on Form 8-K filed on March 23, 1999 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Supplemental Indenture dated as of March 16, 1999, between Noble Drilling Corporation and JP Morgan Chase Bank, N.A. (formerly Chase Bank of Texas, N.A.), as Trustee, relating to 7.50% Senior Notes due 2019 of Noble Drilling Corporation (filed as Exhibit 4.2 to Noble Drilling Corporation’s Current Report on Form 8-K filed on March 23, 1999 and incorporated herein by reference).
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of April 30, 2002, between Noble Drilling Corporation, Noble Holding (U.S.) Corporation and Noble Corporation, and JP Morgan Chase Bank, N.A., as Trustee, relating to 7.50% Senior Notes due 2019 of Noble Drilling Corporation (filed as Exhibit 4.6 to Noble-Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by reference).
|
|
|
|
4.4
|
|
Third Supplemental Indenture, dated as of December 20, 2005, between Noble Drilling Corporation, Noble Drilling Holding LLC, Noble Holding (U.S.) Corporation and Noble Corporation and JP Morgan Chase Bank, N.A., as Trustee, relating to 7.50% Senior Notes due 2019 of Noble Drilling Corporation (filed as Exhibit 4.14 to Noble-Cayman’s Registration Statement on Form S-3 (No. 333-131885) and incorporated herein by reference).
|
|
|
|
4.5
|
|
Fourth Supplemental Indenture, dated as of September 25, 2009, among Noble Drilling Corporation, as Issuer, Noble Drilling Holding LLC, as Co-Issuer, Noble Drilling Services 1 LLC, as Co-Issuer, Noble Holding (U.S.) Corporation, as Guarantor, Noble-Cayman, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (relating to Noble Drilling Corporation 7.50% Senior Notes due 2019) (filed as Exhibit 4.1 to Noble-Swiss’ Current Report on Form 8-K filed on October 1, 2009 and incorporated herein by reference).
|
|
|
|
4.6
|
|
Fifth Supplemental Indenture, dated as of October 1, 2009, among Noble Drilling Corporation, as Issuer, Noble Drilling Holding LLC, as Co-Issuer, Noble Drilling Services 6 LLC, as Co-Issuer, Noble Holding (U.S.) Corporation, as Guarantor, Noble-Cayman, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (relating to Noble Drilling Corporation 7.50% Senior Notes due 2019) (filed as Exhibit 4.2 to Noble-Swiss’ Current Report on Form 8-K filed on October 1, 2009 and incorporated herein by reference).
|
|
|
|
4.7
|
|
Indenture, dated as of May 26, 2006, between Noble Corporation, as Issuer, and JPMorgan Chase Bank, N.A., as Trustee (filed as Exhibit 4.1 to Noble-Cayman’s Current Report on Form 8-K filed on May 26, 2006 and incorporated herein by reference).
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
4.8
|
|
First Supplemental Indenture, dated as of May 26, 2006, between Noble Corporation, as Issuer, Noble Drilling Corporation, as Guarantor, and JP Morgan Chase Bank, N.A., as Trustee, relating to 5.875% Senior Notes due 2013 of Noble Corporation (filed as Exhibit 4.2 to Noble-Cayman’s Current Report on Form 8-K filed on May 26, 2006 and incorporated herein by reference).
|
|
|
|
4.9
|
|
Second Supplemental Indenture, dated as of October 1, 2009, among Noble-Cayman, as Issuer, Noble Drilling Corporation, as Guarantor, Noble Holding International Limited, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (relating to Noble-Cayman’s 5.875% Senior Notes due 2013) (filed as Exhibit 4.3 to Noble-Swiss’ Current Report on Form 8-K filed on October 1, 2009 and incorporated herein by reference).
|
|
|
|
4.14
|
|
Indenture, dated as of November 21, 2008, between Noble Holding International Limited, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to Noble-Cayman’s Current Report on Form 8-K filed on November 21, 2008 and incorporated herein by reference).
|
|
|
|
4.15
|
|
First Supplemental Indenture, dated as of November 21, 2008, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 7.375% Senior Notes due 2014 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-Cayman’s Current Report on Form 8-K filed on November 21, 2008 and incorporated herein by reference).
|
|
|
|
4.16
|
|
Second Supplemental Indenture, dated as of July 26, 2010, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 3.45% Senior Notes due 2015 of Noble Holding International Limited, 4.90% Senior Notes due 2020 of Noble Holding International Limited, and 6.20% Senior Notes due 2040 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-Cayman’s Current Report on Form 8-K filed on July 26, 2010 and incorporated herein by reference).
|
|
|
|
4.17
|
|
Third Supplemental Indenture, dated as of February 3, 2011, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 3.05% Senior Notes due 2016 of Noble Holding International Limited, 4.625% Senior Notes due 2021 of Noble Holding International Limited, and 6.05% Senior Notes due 2041 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-Cayman’s Current Report on Form 8-K filed on February 3, 2011 and incorporated herein by reference).
|
|
|
|
4.18
|
|
Fourth Supplemental Indenture, dated as of February 10, 2012, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to 2.5% Senior Notes due 2017 of Noble Holding International Limited, 3.95% Senior Notes due 2022 of Noble Holding International Limited, and 5.25% Senior Notes due 2042 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 13, 2012 and incorporated herein by reference).
|
|
|
|
4.19
|
|
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, N.A., 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).
|
|
|
|
4.20
|
|
Indenture, dated as of March 16, 2015, between Noble Holding International Limited, as Issuer, and Wells Fargo, N.A., as Trustee (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).
|
|
|
|
4.21
|
|
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 4.00% Senior Notes due 2018 of Noble Holding International Limited, 5.95% Senior Notes due 2025 of Noble Holding International Limited 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).
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
4.22
|
|
Second Supplemental Indenture, dated as of December 28, 2016, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and Wells Fargo Bank, N.A., as Trustee, relating to 7.750% Senior Notes due 2024 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on December 28, 2016 and incorporated herein by reference).
|
|
|
|
10.1*
|
|
Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (filed as Exhibit 4.1 to Noble Drilling Corporation’s Registration Statement on Form S-8 (No. 333-17407) dated December 6, 1996 and incorporated herein by reference).
|
|
|
|
10.2*
|
|
Amendment, effective as of May 1, 2002, to the Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors (filed as Exhibit 10.1 to Post-Effective Amendment No. 1 to Noble-Cayman’s Registration Statement on Form S-8 (No. 333-17407) and incorporated herein by reference).
|
|
|
|
10.3*
|
|
Amendment No. 2 to the Noble Corporation Equity Compensation Plan for Non-Employee Directors dated February 4, 2005 (filed as Exhibit 10.20 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).
|
|
|
|
10.4*
|
|
Amendment to the Noble Corporation Equity Compensation Plan for Non-Employee Directors dated December 31, 2008 (filed as Exhibit 10.29 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.5*
|
|
Amended and Restated Noble Corporation Equity Compensation Plan for Non-Employee Directors, effective March 27, 2009 (filed as Exhibit 10.5 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.6*
|
|
Noble Corporation Equity Compensation Plan for Non-Employee Directors, effective as of November 20, 2013 (filed as Exhibit 10.7 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.7*
|
|
Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as Exhibit 10.1 to Noble Drilling Corporation’s Registration Statement on Form S-8 dated January 18, 2001 (No. 333-53912) and incorporated herein by reference).
|
|
|
|
10.8*
|
|
Amendment No. 1 to the Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as Exhibit 10.1 to Post-Effective Amendment No. 1 to Noble-Cayman’s Registration Statement on Form S-8 (No. 333-53912) and incorporated herein by reference).
|
|
|
|
10.9*
|
|
Amendment No. 2 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated February 25, 2003 (filed as Exhibit 10.30 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
|
|
|
|
10.10*
|
|
Amendment No. 3 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated March 9, 2005 (filed as Exhibit 10.31 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
|
|
|
|
10.11*
|
|
Amendment No. 4 to the Noble Drilling Corporation 401(k) Savings Restoration Plan dated March 30, 2007 (filed as Exhibit 10.41 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
|
|
|
|
10.12*
|
|
Amendment No. 5 to the Noble Drilling Corporation 401(k) Savings Restoration Plan, effective May 1, 2010 (filed as Exhibit 10.11 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.13*
|
|
Noble Drilling Corporation Retirement Restoration Plan dated April 27, 1995 (filed as Exhibit 10.2 to Noble Drilling Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by reference).
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.14*
|
|
Amendment No. 1 to the Noble Drilling Corporation Retirement Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18 to Noble Drilling Corporation’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference).
|
|
|
|
10.15*
|
|
Amendment No. 2 to the Noble Drilling Corporation Retirement Restoration Plan dated June 28, 2004, effective as of July 1, 2004 (filed as Exhibit 10.32 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
|
|
|
|
10.16*
|
|
Noble Drilling Corporation Retirement Restoration Plan dated December 29, 2008, effective January 1, 2009 (filed as Exhibit 10.32 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.17*
|
|
Amendment No. 1 to Noble Drilling Corporation Retirement Restoration Plan dated July 10, 2009 (filed as Exhibit 10.16 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.18*
|
|
Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Restricted Share Plan for Non-Employee Directors dated February 4, 2005 (filed as Exhibit 10.21 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference).
|
|
|
|
10.19*
|
|
Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors (filed as Exhibit 10.2 to Noble-Cayman’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2007 and incorporated herein by reference).
|
|
|
|
10.20*
|
|
Amendment to the Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors dated December 31, 2008 (filed as Exhibit 10.28 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.21*
|
|
Third Amendment to Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors, effective March 27, 2009 (filed as Exhibit 10.20 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.22*
|
|
Fourth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors, effective February 1, 2013 (filed as Exhibit 10.1 to Noble-Swiss’ Current Report on Form 8-K filed on February 5, 2013 and incorporated herein by reference).
|
|
|
|
10.23*
|
|
Fifth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors, effective as of November 20, 2013 (filed as Exhibit 10.6 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.24*
|
|
Sixth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors, effective as of January 30, 2014 (filed as Exhibit 10.24 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
|
|
|
|
10.25*
|
|
Composite copy of the Noble Corporation 1991 Stock Option and Restricted Stock Plan dated as of February 6, 2010 (filed as Exhibit 10.18 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference).
|
|
|
|
10.26*
|
|
Third Amendment to the Noble Corporation 1991 Stock Option and Restricted Stock Plan, effective as of February 3, 2012 (filed as Exhibit 10.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 7, 2012 and incorporated herein by reference).
|
|
|
|
10.27*
|
|
Amended and Restated 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.2 to Noble-Cayman’s Current Report on Form 8-K filed on April 30, 2012 and incorporated herein by reference).
|
|
|
|
10.28*
|
|
Noble Corporation 1991 Stock Option and Restricted Stock Plan, effective as of November 20, 2013 (filed as Exhibit 10.5 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.29*
|
|
Noble Corporation 1991 Stock Option and Restricted Stock Plan, effective as of January 30, 2014 (filed as Exhibit 10.29 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
|
|
|
|
10.30*
|
|
Noble Drilling Corporation 2009 401(k) Savings Restoration Plan, effective January 1, 2009 (filed as Exhibit 10.31 to Noble-Cayman’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference).
|
|
|
|
10.31*
|
|
Amendment No. 1 to the Noble Drilling Corporation 2009 401(k) Savings Restoration Plan, effective May 1, 2010 (filed as Exhibit 10.23 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2010 and incorporated herein by reference).
|
|
|
|
10.32*
|
|
Amendment No. 2 to the Noble Drilling Corporation 2009 401(k) Savings Restoration Plan, effective November 1, 2013 (filed as Exhibit 10.32 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
|
|
|
|
10.33*
|
|
Noble Corporation Summary of Directors’ Compensation.
|
|
|
|
10.34*
|
|
Form of Noble Corporation Performance-Vested Restricted Stock Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.2 to Noble-Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference).
|
|
|
|
10.35*
|
|
Form of Noble Corporation Time-Vested Restricted Stock Unit Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.2 to Noble-Cayman’s Current Report on Form 8-K filed on January 13, 2012 and incorporated herein by reference).
|
|
|
|
10.36*
|
|
Form of Noble Corporation Nonqualified Stock Option Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.3 to Noble-Cayman’s Current Report on Form 8-K filed on January 13, 2012 and incorporated herein by reference).
|
|
|
|
10.37*
|
|
Form of Noble Corporation Performance-Vested Restricted Stock Unit Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.7 to Noble-Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and incorporated herein by reference).
|
|
|
|
10.38*
|
|
Form of Noble Corporation Performance-Vested Restricted Stock Unit Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 4.12 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).
|
|
|
|
10.39*
|
|
Form of Noble Corporation Performance-Vested Restricted Stock Unit Award under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.39 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
|
|
|
|
10.40*
|
|
Form of Noble Corporation Time-Vested Restricted Stock Unit Award under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.40 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference).
|
|
|
|
10.41*
|
|
Amended and Restated Form of Noble-UK 2013 Performance-Vested Restricted Stock Unit Award under the Noble-UK 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K for the year filed on October 16, 2014 and incorporated herein by reference).
|
|
|
|
10.42*
|
|
Amended and Restated Form of Noble-UK 2014 Performance-Vested Restricted Stock Unit Award under the Noble-UK 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K for the year filed on October 16, 2014 and incorporated herein by reference).
|
|
|
|
10.43*
|
|
Noble Corporation 2015 Omnibus Incentive Plan, effective May 1, 2015 (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on April 29, 2015 and incorporated herein by reference).
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.44*
|
|
Form of Noble Corporation Time-Vested Restricted Stock Unit Award under the Noble Corporation 2015 Omnibus Incentive Plan. (filed as Exhibit 10.44 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).
|
|
|
|
10.45*
|
|
Form of Noble Corporation Performance-Vested Restricted Stock Unit Award under the Noble Corporation 2015 Omnibus Incentive Plan.
|
|
|
|
10.46*
|
|
Noble Corporation 2012 Short Term Incentive Plan (filed as Exhibit 10.6 to Noble-Cayman’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and incorporated herein by reference).
|
|
|
|
10.47*
|
|
Noble Corporation 2013 Short Term Incentive Plan (filed as Exhibit 10.41 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).
|
|
|
|
10.48*
|
|
Noble Corporation 2013 Short Term Incentive Plan, effective as of November 20, 2013 (filed as Exhibit 10.8 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.49*
|
|
Noble Corporation 2014 Short Term Incentive Plan (filed as Exhibit 10.5 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference).
|
|
|
|
10.50*
|
|
Noble Corporation 2015 Short Term Incentive Plan (filed as Exhibit 10.5 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference).
|
|
|
|
10.51*
|
|
Noble Corporation 2016 Short Term Incentive Plan (filed as Exhibit 10.51 to Noble-UK’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference).
|
|
|
|
10.52*
|
|
Noble Corporation 2017 Short Term Incentive Plan.
|
|
|
|
10.52*
|
|
Form of Restated Employment Agreement and Guaranty Agreement (2009 Form) (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.53*
|
|
Form of Restated Employment Agreement and Guaranty Agreement (2011 Form) (filed as Exhibit 10.3 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.54*
|
|
Form of Restated Employment Agreement and Guaranty Agreement (2012 Form) (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.55*
|
|
Form of Commercial Paper Dealer Agreement dated as of September 19, 2012 between Noble Corporation, a Cayman Islands company, Noble Holding International Limited, a Cayman Islands company, Noble Drilling Corporation, a Delaware corporation, and certain investment banks (filed as Exhibit 10.1 to Noble-Swiss’ Current Report on Form 8-K filed on September 19, 2012 and incorporated herein by reference).
|
|
|
|
10.56*
|
|
Form of Issuing and Paying Agent Agreement dated as of September 19, 2012 between Noble Corporation, a Cayman Islands company, and the Issuing and Paying Agent (filed as Exhibit 10.2 to Noble-Swiss’ Current Report on Form 8-K filed on September 19, 2012 and incorporated herein by reference).
|
|
|
|
10.57*
|
|
Form of Indemnity Agreement (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on November 20, 2013 and incorporated herein by reference).
|
|
|
|
10.58
|
|
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).
|
|
|
|
10.59
|
|
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).
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.60
|
|
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).
|
|
|
|
10.61
|
|
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).
|
|
|
|
10.62
|
|
Term Sheet for Proposed Settlement Agreement, dated as of February 11, 2016 (filed as Exhibit 99.1 to Noble-UK’s Current Report on Form 8-K filed on February 12, 2016 and incorporated herein by reference).
|
|
|
|
10.63
|
|
Side Letter to Tax Sharing Agreement, dated as of February 11, 2016 (filed as Exhibit 99.2 to Noble-UK’s Current Report on Form 8-K filed on February 12, 2016 and incorporated herein by reference).
|
|
|
|
10.64*
|
|
General Release Agreement and Special Release Agreement, each dated February 27, 2016, between Noble Drilling Services Inc. and James MacLennon (filed as Exhibit 10.5 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference).
|
|
|
|
10.65
|
|
Definitive Settlement Agreement, dated as of April 29, 2016, by and between Paragon Offshore plc and Noble-UK.
|
|
|
|
10.66
|
|
Settlement and Termination Agreement, dated as of May 10, 2016, by and among Freeport-McMoRan Inc., Freeport-McMoRan Oil & Gas LLC and Noble Drilling (U.S.) LLC (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on May 10, 2016 and incorporated herein by reference).
|
|
|
|
10.67
|
|
Term Sheet for Proposed Amendment to Settlement Agreement, dated as of August 5, 2016, by and between Paragon Offshore plc and Noble-UK (filed as Exhibit 10.8 to Noble-UK's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference).
|
|
|
|
21.1
|
|
Subsidiaries of Noble-UK and Noble-Cayman.
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
31.1
|
|
Certification of David W. Williams pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
31.2
|
|
Certification of Adam C. Peakes pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
31.3
|
|
Certification of Dennis J. Lubojacky pursuant to SEC Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
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.
|
|
|
|
32.2
+
|
|
Certification of Adam C. Peakes pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.3
+
|
|
Certification of Dennis J. Lubojacky pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101
|
|
Interactive data files
|
*
|
Management contract or compensatory plan or arrangement.
|
+
|
Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
|
TSR for the Performance Cycle
|
=
|
(Ending Price – Beginning Price + dividends and cash distributions
per share paid*) / Beginning Price
|
*
|
Stock dividends paid in common equity securities rather than cash in which there is a distribution of less than 25 percent of the fully diluted outstanding shares (as calculated prior to the distribution) shall be treated as cash for purposes of this calculation.
|
CDM–GA for the Performance Cycle
|
=
|
Contract Drilling Margin* – G&A /
Contract Drilling Revenues**
|
Noble Ranking Among Applicable Peer Group
|
Performance Percentage
|
Performance
Category
|
1
st
of 7
|
200%
|
Maximum Performance
|
2
nd
of 7
|
166.67%
|
|
3
rd
of 7
|
133.33%
|
|
4
th
of 7
|
100.00%
|
Target Performance
|
5
th
of 7
|
66.67%
|
|
6
th
of 7
|
33.33%
|
Threshold Performance
|
7
th
of 7
|
0.00%
|
Below Threshold Performance
|
•
|
Company EBITDA versus budget (weighted 65%)
|
•
|
Company Safety results (weighted 25%)
|
•
|
Environmental Compliance Plan (weighted 10%)
|
|
|
|
|
NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2016)
|
|
||
|
|
||
Name
|
|
Country of incorporation
|
|
Noble Corporation Holdings Limited
|
|
Cayman Islands
|
*
|
Noble Financing Services Limited
|
|
Cayman Islands
|
*
|
Noble (Servco) UK Limited
|
|
United Kingdom
|
*
|
Noble Corporation
|
|
Cayman Islands
|
|
Noble Aviation GmbH
|
|
Switzerland
|
|
Noble Services (Switzerland) GmbH
|
|
Switzerland
|
|
Noble NDC Holding (Cyprus) Limited
|
|
Cyprus
|
|
Noble FDR Holdings Limited
|
|
Cayman Islands
|
|
Noble Holding International (Luxembourg NHIL) S.à r.l
|
|
Luxembourg
|
|
Noble Holding International (Luxembourg) S.à r.l
|
|
Luxembourg
|
|
Noble Drilling (Luxembourg) S.à r.l
|
|
Luxembourg
|
|
Noble Drillships Holdings, Ltd.
|
|
Cayman Islands
|
|
Noble Drillships Holdings 2, Ltd.
|
|
Cayman Islands
|
|
Frontier Driller, Ltd.
|
|
Cayman Islands/Luxembourg
|
|
Frontier Drilling Cayman, Ltd.
|
|
Cayman Islands
|
|
Noble Holding S.C.S.
|
|
Luxembourg
|
|
Noble Drilling (Cyprus) Limited (pending dissolution)
|
|
Cyprus
|
|
Noble Downhole Technology Ltd.
|
|
Cayman Islands
|
|
Noble Drilling International GmbH
|
|
Switzerland
|
|
Noble Drilling Holding GmbH
|
|
Switzerland
|
|
Noble Holding UK Limited
|
|
United Kingdom
|
|
Noble Holding (U.S.) Corporation
|
|
Delaware
|
|
Noble Drillships S.à r.l
|
|
Luxembourg
|
|
Noble Drillships 2 S.à r.l
|
|
Luxembourg
|
|
Frontier Driller Kft.
|
|
Hungary
|
|
Noble Holding International S.à r.l.
|
|
Luxembourg
|
|
Noble Technology (Canada) Ltd.
|
|
Alberta, Canada
|
|
Noble Engineering & Development de Venezuela C.A.
|
|
Venezuela
|
|
Triton Engineering Services Company
|
|
Delaware
|
|
Noble Drilling (U.S.) LLC
|
|
Delaware
|
|
Noble Drilling Services 3 LLC
|
|
Delaware
|
|
Noble Drilling Services 2 LLC
|
|
Delaware
|
|
Noble Drilling Services Inc.
|
|
Delaware
|
|
Maurer Technology Incorporated
|
|
Delaware
|
|
Bully 1 (Switzerland) GmbH
|
|
Switzerland
|
|
Bully 2 (Switzerland) GmbH
|
|
Switzerland
|
|
Frontier Driller, Inc.
|
|
Delaware
|
|
Noble Drilling (Jim Thompson) LLC
|
|
Delaware
|
|
Noble Johnnie Hoffman LLC
|
|
Delaware
|
|
Noble John Sandifer LLC
|
|
Delaware
|
|
Noble Drilling Exploration Company
|
|
Delaware
|
|
Bully 1 (US) Corporation
|
|
Delaware
|
|
Bully 2 (Luxembourg) S.à r.l.
|
|
Luxembourg
|
|
Noble Drilling Holding LLC
|
|
Delaware
|
|
|
|
|
|
NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2016)
|
|
||
|
|
||
Noble International Services LLC
|
|
Delaware
|
|
Noble Drilling Americas LLC
|
|
Delaware
|
|
Noble North Africa Limited
|
|
Cayman Islands
|
|
Noble Drilling Services 6 LLC
|
|
Delaware
|
|
Noble Cayman Limited
|
|
Cayman Islands
|
|
Triton International, Inc.
|
|
Delaware
|
|
Triton Engineering Services Company, S.A.
|
|
Venezuela
|
|
Noble Deepwater Ltd.
|
|
Cayman Islands
|
|
Triton International de Mexico S.A. de C.V.
|
|
Mexico
|
|
Noble Deepwater (B) Sdn. Bhd.
|
|
Brunei
|
|
Noble Drilling West Africa Limited
|
|
Nigeria
|
|
Noble Drilling Offshore Limited
|
|
Cayman Islands
|
|
TSIA International (Antilles) N.V. (pending dissolution)
|
|
Curacao
|
|
Noble Drilling Singapore Pte. Ltd.
|
|
Singapore
|
|
Noble Resources Limited
|
|
Cayman Islands
|
|
Noble Services International Limited
|
|
Cayman Islands
|
|
NE Drilling Servicos do Brasil Ltda.
|
|
Brazil
|
|
NE do Brasil Participacoes E Investimentos Ltda.
|
|
Brazil
|
|
Noble Earl Frederickson LLC
|
|
Delaware
|
|
Noble Bill Jennings LLC
|
|
Delaware
|
|
Noble Asset Mexico LLC
|
|
Delaware
|
|
Noble Holding (Luxembourg) S.à r.l
|
|
Luxembourg
|
|
Noble Drilling Holdings (Cyprus) Limited
|
|
Cyprus
|
|
Noble Drilling Egypt LLC
|
|
Egypt
|
|
Noble Leasing III (Switzerland) GmbH
|
|
Switzerland
|
|
Noble Drilling (N.S.) Limited
|
|
Scotland
|
|
Noble Drilling (Nederland) II B.V.
|
|
Netherland
|
|
Noble Contracting II GmbH
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Switzerland
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Noble Holding Europe S.à r.l.
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Luxembourg
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Noble Leasing (Switzerland) GmbH
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Switzerland
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Noble Mexico Services Limited
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Cayman Islands
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Noble Mexico Limited
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Cayman Islands
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Noble International Finance Company
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Cayman Islands
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Noble Drilling (TVL) Ltd.
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Cayman Islands
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Noble Drilling (Carmen) Limited
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Cayman Islands
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Noble Gene Rosser Limited
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Cayman Islands
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Noble Campeche Limited
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Cayman Islands
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Noble Offshore Mexico Limited
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Cayman Islands
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Noble Offshore Contracting Limited
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Cayman Islands
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Noble Dave Beard Limited
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Cayman Islands
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Sedco Dubai LLC
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Dubai, UAE
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Noble Drilling (Paul Wolff) Ltd.
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Cayman Islands
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Noble India Limited
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Cayman Islands
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Noble Drilling Arabia Company Ltd.
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Saudi Arabia
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Noble Drilling (Land Support) Limited
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Scotland
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Noble Drilling (Norway) AS
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Norway
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Noble Drilling Offshore (Labuan) Pte Ltd.
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Labuan, Malaysia
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NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2016)
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Noble Contracting Offshore Drilling (M) Sdn Bhd
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Malaysia
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Noble Drilling International Services Pte. Ltd. (pending dissolution)
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Singapore
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Noble Offshore (North Sea) Ltd.
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Cayman Islands
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Noble Offshore Services de Mexico, S. de R.L. de C.V.
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Mexico
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Noble Drilling Services (Canada) Corporation
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Nova Scotia, Canada
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1.
|
I have reviewed this annual report on Form 10-K of Noble Corporation plc and Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 24, 2017
|
|
/s/ David W. Williams
|
David W. Williams
|
Chairman, President and Chief Executive Officer
of Noble Corporation plc, a company registered under the laws of
England and Wales, and
President and Chief Executive Officer
of Noble Corporation, a Cayman Islands company
|
1.
|
I have reviewed this annual report on Form 10-K of Noble Corporation plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 24, 2017
|
|
/s/ Adam C. Peakes
|
Adam C. Peakes
|
Senior Vice President and Chief Financial Officer
of Noble Corporation plc, a company registered under the laws of
England and Wales
|
1.
|
I have reviewed this annual report on Form 10-K of Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
February 24, 2017
|
|
/s/ Dennis J. Lubojacky
|
Dennis J. Lubojacky
|
Vice President and Chief Financial Officer
of Noble Corporation, a Cayman Islands company
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 24, 2017
|
|
/s/ David W. Williams
|
|
|
David W. Williams
|
|
|
Chairman, President and Chief Executive Officer
of Noble Corporation plc, a company registered under the laws
of England and Wales, and
President and Chief Executive Officer
of Noble Corporation, a Cayman Islands company
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 24, 2017
|
|
/s/ Adam C. Peakes
|
|
|
Adam C. Peakes
|
|
|
Senior Vice President and Chief Financial Officer
of Noble Corporation plc, a company registered under the
laws of England and Wales
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
February 24, 2017
|
|
/s/ Dennis J. Lubojacky
|
|
|
Dennis J. Lubojacky
|
|
|
Vice President and Chief Financial Officer
of Noble Corporation, a Cayman Islands company
|