x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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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)
|
Cayman Islands
|
|
98-0366361
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification number)
|
Noble Corporation plc:
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
Noble Corporation:
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
þ
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
|
|
Page
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PART I
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Item 1
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Noble Corporation plc (Noble-UK) Financial Statements:
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Noble Corporation (Noble-Cayman) Financial Statements:
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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 1
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Item 1A
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Item 2
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Item 6
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March 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
519,771
|
|
|
$
|
725,722
|
|
Accounts receivable, net
|
|
285,522
|
|
|
319,152
|
|
||
Taxes receivable
|
|
96,233
|
|
|
55,480
|
|
||
Prepaid expenses and other current assets
|
|
62,958
|
|
|
92,260
|
|
||
Total current assets
|
|
964,484
|
|
|
1,192,614
|
|
||
Property and equipment, at cost
|
|
12,381,850
|
|
|
12,364,888
|
|
||
Accumulated depreciation
|
|
(2,437,452
|
)
|
|
(2,302,940
|
)
|
||
Property and equipment, net
|
|
9,944,398
|
|
|
10,061,948
|
|
||
Other assets
|
|
97,084
|
|
|
185,555
|
|
||
Total assets
|
|
$
|
11,005,966
|
|
|
$
|
11,440,117
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
249,299
|
|
|
$
|
299,882
|
|
Accounts payable
|
|
83,782
|
|
|
108,224
|
|
||
Accrued payroll and related costs
|
|
34,958
|
|
|
48,383
|
|
||
Taxes payable
|
|
49,036
|
|
|
46,561
|
|
||
Interest payable
|
|
63,252
|
|
|
61,299
|
|
||
Other current liabilities
|
|
69,586
|
|
|
68,944
|
|
||
Total current liabilities
|
|
549,913
|
|
|
633,293
|
|
||
Long-term debt
|
|
3,792,520
|
|
|
4,040,229
|
|
||
Deferred income taxes
|
|
179,742
|
|
|
2,084
|
|
||
Other liabilities
|
|
301,966
|
|
|
297,066
|
|
||
Total liabilities
|
|
4,824,141
|
|
|
4,972,672
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Shares; 244,685 and 243,239 shares outstanding
|
|
2,447
|
|
|
2,432
|
|
||
Additional paid-in capital
|
|
657,149
|
|
|
654,168
|
|
||
Retained earnings
|
|
4,852,610
|
|
|
5,154,221
|
|
||
Accumulated other comprehensive loss
|
|
(51,672
|
)
|
|
(52,140
|
)
|
||
Total shareholders' equity
|
|
5,460,534
|
|
|
5,758,681
|
|
||
Noncontrolling interests
|
|
721,291
|
|
|
708,764
|
|
||
Total equity
|
|
6,181,825
|
|
|
6,467,445
|
|
||
Total liabilities and equity
|
|
$
|
11,005,966
|
|
|
$
|
11,440,117
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Operating revenues
|
|
|
|
|
||||
Contract drilling services
|
|
$
|
354,659
|
|
|
$
|
591,367
|
|
Reimbursables
|
|
8,304
|
|
|
20,606
|
|
||
Other
|
|
13
|
|
|
—
|
|
||
|
|
362,976
|
|
|
611,973
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Contract drilling services
|
|
160,385
|
|
|
251,248
|
|
||
Reimbursables
|
|
5,146
|
|
|
16,006
|
|
||
Depreciation and amortization
|
|
135,718
|
|
|
149,719
|
|
||
General and administrative
|
|
15,880
|
|
|
19,540
|
|
||
|
|
317,129
|
|
|
436,513
|
|
||
Operating income
|
|
45,847
|
|
|
175,460
|
|
||
Other income (expense)
|
|
|
|
|
||||
Interest expense, net of amount capitalized
|
|
(73,447
|
)
|
|
(57,100
|
)
|
||
Interest income (expense) and other, net
|
|
1,233
|
|
|
(730
|
)
|
||
Income (loss) before income taxes
|
|
(26,367
|
)
|
|
117,630
|
|
||
Income tax benefit (provision)
|
|
(257,407
|
)
|
|
6,503
|
|
||
Net income (loss)
|
|
(283,774
|
)
|
|
124,133
|
|
||
Net income attributable to noncontrolling interests
|
|
(17,920
|
)
|
|
(18,648
|
)
|
||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(301,694
|
)
|
|
$
|
105,485
|
|
Per share data:
|
|
|
|
|
||||
Basic:
|
|
$
|
(1.24
|
)
|
|
$
|
0.42
|
|
Diluted:
|
|
$
|
(1.24
|
)
|
|
$
|
0.42
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net income (loss)
|
|
$
|
(283,774
|
)
|
|
$
|
124,133
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
186
|
|
|
768
|
|
||
Foreign currency forward contracts
|
|
(110
|
)
|
|
986
|
|
||
Amortization of deferred pension plan amounts (net of tax provision of $167 and $409 for the three months ended March 31, 2017 and 2016, respectively)
|
|
392
|
|
|
783
|
|
||
Other comprehensive income, net
|
|
468
|
|
|
2,537
|
|
||
Net comprehensive income attributable to noncontrolling interests
|
|
(17,920
|
)
|
|
(18,648
|
)
|
||
Comprehensive income (loss) attributable to Noble Corporation plc
|
|
$
|
(301,226
|
)
|
|
$
|
108,022
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(283,774
|
)
|
|
$
|
124,133
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
135,718
|
|
|
149,719
|
|
||
Deferred income taxes
|
|
268,076
|
|
|
(22,513
|
)
|
||
Amortization of share-based compensation
|
|
7,297
|
|
|
10,958
|
|
||
Net change in other assets and liabilities
|
|
14,556
|
|
|
(89,859
|
)
|
||
Net cash provided by operating activities
|
|
141,873
|
|
|
172,438
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(18,716
|
)
|
|
(51,357
|
)
|
||
Change in accrued capital expenditures
|
|
(19,666
|
)
|
|
(37,967
|
)
|
||
Proceeds from disposal of assets
|
|
273
|
|
|
3,031
|
|
||
Net cash used in investing activities
|
|
(38,109
|
)
|
|
(86,293
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Debt issuance costs on senior notes and credit facility
|
|
(42
|
)
|
|
—
|
|
||
Repayment of long-term debt
|
|
(300,000
|
)
|
|
(300,000
|
)
|
||
Dividend payments
|
|
—
|
|
|
(37,546
|
)
|
||
Dividends paid to noncontrolling interests
|
|
(5,393
|
)
|
|
(21,513
|
)
|
||
Taxes withheld on employee stock transactions
|
|
(4,280
|
)
|
|
(3,133
|
)
|
||
Net cash used in financing activities
|
|
(309,715
|
)
|
|
(362,192
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(205,951
|
)
|
|
(276,047
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
725,722
|
|
|
512,245
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
519,771
|
|
|
$
|
236,198
|
|
|
|
Shares
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
|
241,977
|
|
|
$
|
2,420
|
|
|
$
|
628,483
|
|
|
$
|
6,131,501
|
|
|
$
|
(63,175
|
)
|
|
$
|
723,001
|
|
|
$
|
7,422,230
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
10,958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,958
|
|
||||||
Issuance of share-based compensation shares
|
|
1,235
|
|
|
12
|
|
|
(3,562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,550
|
)
|
||||||
Tax benefit of equity transactions
|
|
—
|
|
|
—
|
|
|
(5,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,508
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,485
|
|
|
—
|
|
|
18,648
|
|
|
124,133
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,513
|
)
|
|
(21,513
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,874
|
)
|
|
—
|
|
|
—
|
|
|
(37,874
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,537
|
|
|
—
|
|
|
2,537
|
|
||||||
Balance at March 31, 2016
|
|
243,212
|
|
|
$
|
2,432
|
|
|
$
|
630,371
|
|
|
$
|
6,199,112
|
|
|
$
|
(60,638
|
)
|
|
$
|
720,136
|
|
|
$
|
7,491,413
|
|
Balance at December 31, 2016
|
|
243,239
|
|
|
$
|
2,432
|
|
|
$
|
654,168
|
|
|
$
|
5,154,221
|
|
|
$
|
(52,140
|
)
|
|
$
|
708,764
|
|
|
$
|
6,467,445
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
7,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,297
|
|
||||||
Issuance of share-based compensation shares
|
|
1,446
|
|
|
15
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(4,295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,295
|
)
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301,694
|
)
|
|
—
|
|
|
17,920
|
|
|
(283,774
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
(5,393
|
)
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
468
|
|
||||||
Balance at March 31, 2017
|
|
244,685
|
|
|
$
|
2,447
|
|
|
$
|
657,149
|
|
|
$
|
4,852,610
|
|
|
$
|
(51,672
|
)
|
|
$
|
721,291
|
|
|
$
|
6,181,825
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
518,968
|
|
|
$
|
653,833
|
|
Accounts receivable, net
|
|
285,522
|
|
|
319,152
|
|
||
Taxes receivable
|
|
96,233
|
|
|
55,480
|
|
||
Prepaid expenses and other current assets
|
|
59,715
|
|
|
88,749
|
|
||
Total current assets
|
|
960,438
|
|
|
1,117,214
|
|
||
Property and equipment, at cost
|
|
12,381,850
|
|
|
12,364,888
|
|
||
Accumulated depreciation
|
|
(2,437,452
|
)
|
|
(2,302,940
|
)
|
||
Property and equipment, net
|
|
9,944,398
|
|
|
10,061,948
|
|
||
Other assets
|
|
90,117
|
|
|
178,552
|
|
||
Total assets
|
|
$
|
10,994,953
|
|
|
$
|
11,357,714
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
249,299
|
|
|
$
|
299,882
|
|
Accounts payable
|
|
83,643
|
|
|
107,868
|
|
||
Accrued payroll and related costs
|
|
34,935
|
|
|
48,319
|
|
||
Taxes payable
|
|
48,629
|
|
|
46,561
|
|
||
Interest payable
|
|
63,252
|
|
|
61,299
|
|
||
Other current liabilities
|
|
68,038
|
|
|
67,312
|
|
||
Total current liabilities
|
|
547,796
|
|
|
631,241
|
|
||
Long-term debt
|
|
3,792,520
|
|
|
4,040,229
|
|
||
Deferred income taxes
|
|
179,742
|
|
|
2,084
|
|
||
Other liabilities
|
|
297,083
|
|
|
292,183
|
|
||
Total liabilities
|
|
4,817,141
|
|
|
4,965,737
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Shareholder equity
|
|
|
|
|
||||
Ordinary shares; 261,246 shares outstanding
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
601,356
|
|
|
594,091
|
|
||
Retained earnings
|
|
4,880,712
|
|
|
5,115,137
|
|
||
Accumulated other comprehensive loss
|
|
(51,672
|
)
|
|
(52,140
|
)
|
||
Total shareholder equity
|
|
5,456,521
|
|
|
5,683,213
|
|
||
Noncontrolling interests
|
|
721,291
|
|
|
708,764
|
|
||
Total equity
|
|
6,177,812
|
|
|
6,391,977
|
|
||
Total liabilities and equity
|
|
$
|
10,994,953
|
|
|
$
|
11,357,714
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Operating revenues
|
|
|
|
|
||||
Contract drilling services
|
|
$
|
354,659
|
|
|
$
|
591,367
|
|
Reimbursables
|
|
8,304
|
|
|
20,606
|
|
||
Other
|
|
13
|
|
|
600
|
|
||
|
|
362,976
|
|
|
612,573
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Contract drilling services
|
|
160,016
|
|
|
249,290
|
|
||
Reimbursables
|
|
5,146
|
|
|
16,006
|
|
||
Depreciation and amortization
|
|
135,718
|
|
|
149,673
|
|
||
General and administrative
|
|
9,064
|
|
|
10,605
|
|
||
|
|
309,944
|
|
|
425,574
|
|
||
Operating income
|
|
53,032
|
|
|
186,999
|
|
||
Other income (expense)
|
|
|
|
|
||||
Interest expense, net of amount capitalized
|
|
(73,447
|
)
|
|
(57,100
|
)
|
||
Interest income (expense) and other, net
|
|
1,119
|
|
|
(733
|
)
|
||
Income (loss) before income taxes
|
|
(19,296
|
)
|
|
129,166
|
|
||
Income tax benefit (provision)
|
|
(257,373
|
)
|
|
6,503
|
|
||
Net income (loss)
|
|
(276,669
|
)
|
|
135,669
|
|
||
Net income attributable to noncontrolling interests
|
|
(17,920
|
)
|
|
(18,648
|
)
|
||
Net income (loss) attributable to Noble Corporation
|
|
$
|
(294,589
|
)
|
|
$
|
117,021
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net income (loss)
|
|
$
|
(276,669
|
)
|
|
$
|
135,669
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
186
|
|
|
768
|
|
||
Foreign currency forward contracts
|
|
(110
|
)
|
|
986
|
|
||
Amortization of deferred pension plan amounts (net of tax provision of $167 and $409 for the three months ended March 31, 2017 and 2016, respectively)
|
|
392
|
|
|
783
|
|
||
Other comprehensive income, net
|
|
468
|
|
|
2,537
|
|
||
Net comprehensive income attributable to noncontrolling interests
|
|
(17,920
|
)
|
|
(18,648
|
)
|
||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(294,121
|
)
|
|
$
|
119,558
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(276,669
|
)
|
|
$
|
135,669
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
135,718
|
|
|
149,673
|
|
||
Deferred income taxes
|
|
268,076
|
|
|
(22,513
|
)
|
||
Capital contribution by parent - share-based compensation
|
|
7,265
|
|
|
9,119
|
|
||
Net change in other assets and liabilities
|
|
14,125
|
|
|
(84,198
|
)
|
||
Net cash provided by operating activities
|
|
148,515
|
|
|
187,750
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(18,716
|
)
|
|
(51,357
|
)
|
||
Change in accrued capital expenditures
|
|
(19,666
|
)
|
|
(37,967
|
)
|
||
Proceeds from disposal of assets
|
|
273
|
|
|
3,031
|
|
||
Net cash used in investing activities
|
|
(38,109
|
)
|
|
(86,293
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Debt issuance costs on senior notes and credit facility
|
|
(42
|
)
|
|
—
|
|
||
Repayment of long-term debt
|
|
(300,000
|
)
|
|
(300,000
|
)
|
||
Dividends paid to noncontrolling interests
|
|
(5,393
|
)
|
|
(21,513
|
)
|
||
Contributions (distributions) from (to) parent company, net
|
|
60,164
|
|
|
(56,316
|
)
|
||
Net cash used in financing activities
|
|
(245,271
|
)
|
|
(377,829
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(134,865
|
)
|
|
(276,372
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
653,833
|
|
|
511,795
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
518,968
|
|
|
$
|
235,423
|
|
|
|
Shares
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
561,309
|
|
|
$
|
6,167,211
|
|
|
$
|
(63,175
|
)
|
|
$
|
723,001
|
|
|
$
|
7,414,471
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,316
|
)
|
|
—
|
|
|
—
|
|
|
(56,316
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
9,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,119
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117,021
|
|
|
—
|
|
|
18,648
|
|
|
135,669
|
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,513
|
)
|
|
(21,513
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,537
|
|
|
—
|
|
|
2,537
|
|
||||||
Balance at March 31, 2016
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
570,428
|
|
|
$
|
6,227,916
|
|
|
$
|
(60,638
|
)
|
|
$
|
720,136
|
|
|
$
|
7,483,967
|
|
Balance at December 31, 2016
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
594,091
|
|
|
$
|
5,115,137
|
|
|
$
|
(52,140
|
)
|
|
$
|
708,764
|
|
|
$
|
6,391,977
|
|
Contributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
7,265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,265
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294,589
|
)
|
|
—
|
|
|
17,920
|
|
|
(276,669
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
(5,393
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
468
|
|
||||||
Balance at March 31, 2017
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
601,356
|
|
|
$
|
4,880,712
|
|
|
$
|
(51,672
|
)
|
|
$
|
721,291
|
|
|
$
|
6,177,812
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
||||
Basic
|
|
|
|
|
||||
Net income (loss) attributable to Noble-UK
|
|
$
|
(301,694
|
)
|
|
$
|
105,485
|
|
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(3,822
|
)
|
||
Net income (loss)
to common shareholders - basic
|
|
$
|
(301,694
|
)
|
|
$
|
101,663
|
|
Diluted
|
|
|
|
|
|
|
||
Net income (loss) attributable to Noble-UK
|
|
$
|
(301,694
|
)
|
|
$
|
105,485
|
|
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
(3,822
|
)
|
||
Net income (loss) to common shareholders - diluted
|
|
$
|
(301,694
|
)
|
|
$
|
101,663
|
|
Denominator:
|
|
|
|
|
|
|
||
Weighted average shares outstanding - basic
|
|
244,222
|
|
|
242,826
|
|
||
Incremental shares issuable from assumed exercise of stock options
|
|
—
|
|
|
—
|
|
||
Weighted average shares outstanding - diluted
|
|
244,222
|
|
|
242,826
|
|
||
Weighted average unvested share-based payment awards
|
|
—
|
|
|
9,129
|
|
||
Earnings (loss) per share
|
|
|
|
|
||||
Basic
|
|
$
|
(1.24
|
)
|
|
$
|
0.42
|
|
Diluted
|
|
$
|
(1.24
|
)
|
|
$
|
0.42
|
|
Dividends per share
|
|
$
|
—
|
|
|
$
|
0.150
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Drilling equipment and facilities
|
|
$
|
12,100,890
|
|
|
$
|
12,048,571
|
|
Construction in progress
|
|
76,261
|
|
|
112,103
|
|
||
Other
|
|
204,699
|
|
|
204,214
|
|
||
Property and equipment, at cost
|
|
$
|
12,381,850
|
|
|
$
|
12,364,888
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Senior unsecured senior notes
|
|
|
|
|
||||
2.50% Senior Notes due March 2017
|
|
$
|
—
|
|
|
$
|
299,992
|
|
5.75% Senior Notes due March 2018
|
|
249,817
|
|
|
249,771
|
|
||
7.50% Senior Notes due March 2019
|
|
201,695
|
|
|
201,695
|
|
||
4.90% Senior Notes due August 2020
|
|
167,610
|
|
|
167,576
|
|
||
4.625% Senior Notes due March 2021
|
|
208,552
|
|
|
208,538
|
|
||
3.95% Senior Notes due March 2022
|
|
125,512
|
|
|
125,488
|
|
||
7.75% Senior Notes due January 2024
|
|
980,647
|
|
|
980,117
|
|
||
7.20% Senior Notes due April 2025
|
|
448,934
|
|
|
448,909
|
|
||
6.20% Senior Notes due August 2040
|
|
399,899
|
|
|
399,898
|
|
||
6.05% Senior Notes due March 2041
|
|
397,768
|
|
|
397,758
|
|
||
5.25% Senior Notes due March 2042
|
|
498,376
|
|
|
498,369
|
|
||
8.20% Senior Notes due April 2045
|
|
394,625
|
|
|
394,613
|
|
||
Total debt
|
|
4,073,435
|
|
|
4,372,724
|
|
||
Less: Unamortized debt issuance costs
|
|
(31,616
|
)
|
|
(32,613
|
)
|
||
Less: Current maturities of long-term debt
(1)
|
|
(249,299
|
)
|
|
(299,882
|
)
|
||
Long-term debt, net of debt issuance costs
|
|
$
|
3,792,520
|
|
|
$
|
4,040,229
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs of
$0.5 million
and $
0.1 million
at
March 31, 2017
and
December 31, 2016
, respectively.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Carrying
Value
|
|
Estimated
Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
||||||||
2.50% Senior Notes due March 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
299,992
|
|
|
$
|
299,128
|
|
5.75% Senior Notes due March 2018
|
|
249,817
|
|
|
253,179
|
|
|
249,771
|
|
|
249,808
|
|
||||
7.50% Senior Notes due March 2019
|
|
201,695
|
|
|
210,089
|
|
|
201,695
|
|
|
209,524
|
|
||||
4.90% Senior Notes due August 2020
|
|
167,610
|
|
|
165,168
|
|
|
167,576
|
|
|
167,329
|
|
||||
4.625% Senior Notes due March 2021
|
|
208,552
|
|
|
191,962
|
|
|
208,538
|
|
|
196,416
|
|
||||
3.95% Senior Notes due March 2022
|
|
125,512
|
|
|
107,685
|
|
|
125,488
|
|
|
112,791
|
|
||||
7.75% Senior Notes due January 2024
|
|
980,647
|
|
|
961,685
|
|
|
980,117
|
|
|
945,317
|
|
||||
7.20% Senior Notes due April 2025
|
|
448,934
|
|
|
425,021
|
|
|
448,909
|
|
|
423,267
|
|
||||
6.20% Senior Notes due August 2040
|
|
399,899
|
|
|
293,082
|
|
|
399,898
|
|
|
280,221
|
|
||||
6.05% Senior Notes due March 2041
|
|
397,768
|
|
|
287,602
|
|
|
397,758
|
|
|
273,854
|
|
||||
5.25% Senior Notes due March 2042
|
|
498,376
|
|
|
332,440
|
|
|
498,369
|
|
|
325,814
|
|
||||
8.20% Senior Notes due April 2045
|
|
394,625
|
|
|
367,318
|
|
|
394,613
|
|
|
328,608
|
|
||||
Total debt
|
|
$
|
4,073,435
|
|
|
$
|
3,595,231
|
|
|
$
|
4,372,724
|
|
|
$
|
3,812,077
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
775
|
|
|
$
|
1,662
|
|
Interest cost
|
|
478
|
|
|
2,148
|
|
|
634
|
|
|
2,389
|
|
||||
Return on plan assets
|
|
(701
|
)
|
|
(2,941
|
)
|
|
(895
|
)
|
|
(3,097
|
)
|
||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
26
|
|
|
29
|
|
||||
Recognized net actuarial loss
|
|
266
|
|
|
366
|
|
|
37
|
|
|
1,100
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
43
|
|
|
$
|
(427
|
)
|
|
$
|
577
|
|
|
$
|
2,083
|
|
|
|
|
|
Estimated fair value
|
||||||
|
|
Balance sheet
classification
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Asset derivatives
|
|
|
|
|
|
|
||||
Non-designated derivatives
|
|
|
|
|
|
|
||||
FCX Settlement
|
|
Prepaid expenses and other current assets
|
|
$
|
6,500
|
|
|
$
|
14,400
|
|
Liability derivatives
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
|
||||
Short-term foreign currency forward contracts
|
|
Other current liabilities
|
|
$
|
110
|
|
|
$
|
—
|
|
|
|
Gain/(loss)
recognized through
AOCL
|
|
Gain/(loss)
reclassified from
AOCL to "contract
drilling services"
expense
|
|
Gain/(loss) recognized
through "contract
drilling services"
revenue
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
|
$
|
(37
|
)
|
|
$
|
894
|
|
|
$
|
(73
|
)
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-designated derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FCX Settlement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,900
|
)
|
|
$
|
—
|
|
|
|
March 31, 2017
|
||||||||||||||
|
|
|
|
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
|
|
$
|
6,590
|
|
|
$
|
6,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FCX Settlement
|
|
6,500
|
|
|
—
|
|
|
—
|
|
|
6,500
|
|
||||
Liabilities
-
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
|
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
|
|
Valuation assumptions:
|
|
|
||
Expected volatility
|
|
45.25
|
%
|
|
Mean-reversion rate
|
|
2.80
|
|
|
Discount rate
(1)
|
|
2.5
|
%
|
|
Underlying spot price
(2)
|
|
$
|
50.60
|
|
(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
March 31, 2017
.
|
Balance as of December 31, 2016
|
|
$
|
14,400
|
|
Change in fair value recognized in earnings
|
|
(7,900
|
)
|
|
Balance as of March 31, 2017
|
|
$
|
6,500
|
|
|
|
Gains /
(Losses) on
Cash Flow
Hedges
(1)
|
|
Defined
Benefit
Pension
Items
(2)
|
|
Foreign
Currency
Items
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
(46,919
|
)
|
|
$
|
(16,256
|
)
|
|
$
|
(63,175
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
894
|
|
|
—
|
|
|
768
|
|
|
1,662
|
|
||||
Amounts reclassified from AOCL
|
|
92
|
|
|
783
|
|
|
—
|
|
|
875
|
|
||||
Net other comprehensive income
|
|
986
|
|
|
783
|
|
|
768
|
|
|
2,537
|
|
||||
Balance at March 31, 2016
|
|
$
|
986
|
|
|
$
|
(46,136
|
)
|
|
$
|
(15,488
|
)
|
|
$
|
(60,638
|
)
|
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
(35,865
|
)
|
|
$
|
(16,275
|
)
|
|
$
|
(52,140
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
|
(37
|
)
|
|
—
|
|
|
186
|
|
|
149
|
|
||||
Amounts reclassified from AOCL
|
|
(73
|
)
|
|
392
|
|
|
—
|
|
|
319
|
|
||||
Net other comprehensive income (loss)
|
|
(110
|
)
|
|
392
|
|
|
186
|
|
|
468
|
|
||||
Balance at March 31, 2017
|
|
$
|
(110
|
)
|
|
$
|
(35,473
|
)
|
|
$
|
(16,089
|
)
|
|
$
|
(51,672
|
)
|
(1)
|
Gains / (losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCL are recognized through “contract drilling services” expense on our Consolidated Statements of Operations. See Note 11 for additional information.
|
(2)
|
Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCL are recognized as expense on our Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” See Note 10 for additional information.
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Accounts receivable
|
|
$
|
33,630
|
|
|
$
|
(7,086
|
)
|
|
$
|
33,630
|
|
|
$
|
(7,086
|
)
|
Other current assets
|
|
(11,451
|
)
|
|
20,750
|
|
|
(11,719
|
)
|
|
18,739
|
|
||||
Other assets
|
|
89,065
|
|
|
23,845
|
|
|
89,029
|
|
|
23,845
|
|
||||
Accounts payable
|
|
(9,017
|
)
|
|
(48,925
|
)
|
|
(8,800
|
)
|
|
(48,619
|
)
|
||||
Other current liabilities
|
|
(95,810
|
)
|
|
(53,252
|
)
|
|
(96,154
|
)
|
|
(45,885
|
)
|
||||
Other liabilities
|
|
8,139
|
|
|
(25,191
|
)
|
|
8,139
|
|
|
(25,192
|
)
|
||||
|
|
$
|
14,556
|
|
|
$
|
(89,859
|
)
|
|
$
|
14,125
|
|
|
$
|
(84,198
|
)
|
|
|
Issuer
|
|
|
Notes
|
|
(Co-Issuer(s))
|
|
Guarantor
|
$250 million 5.75% Senior Notes due 2018
|
|
NHIL
|
|
Noble-Cayman
|
$202 million 7.50% Senior Notes due 2019
|
|
NHUS
|
|
Noble-Cayman
|
|
|
Noble Drilling Holding, LLC ("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 |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash and cash equivalents
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
518,867
|
|
|
$
|
—
|
|
|
$
|
518,968
|
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
27,057
|
|
|
—
|
|
|
—
|
|
|
258,465
|
|
|
—
|
|
|
285,522
|
|
||||||||
Taxes receivable
|
|
—
|
|
|
57,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,193
|
|
|
—
|
|
|
96,233
|
|
||||||||
Short-term notes receivable from affiliates
|
|
52,611
|
|
|
—
|
|
|
124,601
|
|
|
119,314
|
|
|
—
|
|
|
—
|
|
|
(296,526
|
)
|
|
—
|
|
||||||||
Accounts receivable from affiliates
|
|
2,825,054
|
|
|
—
|
|
|
134,251
|
|
|
65,415
|
|
|
80,483
|
|
|
5,946,376
|
|
|
(9,051,579
|
)
|
|
—
|
|
||||||||
Prepaid expenses and other current assets
|
|
95
|
|
|
—
|
|
|
2,181
|
|
|
77
|
|
|
—
|
|
|
57,362
|
|
|
—
|
|
|
59,715
|
|
||||||||
Total current assets
|
|
2,877,761
|
|
|
57,040
|
|
|
288,190
|
|
|
184,806
|
|
|
80,483
|
|
|
6,820,263
|
|
|
(9,348,105
|
)
|
|
960,438
|
|
||||||||
Property and equipment, at cost
|
|
—
|
|
|
—
|
|
|
1,066,013
|
|
|
—
|
|
|
—
|
|
|
11,315,837
|
|
|
—
|
|
|
12,381,850
|
|
||||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(232,729
|
)
|
|
—
|
|
|
—
|
|
|
(2,204,723
|
)
|
|
—
|
|
|
(2,437,452
|
)
|
||||||||
Property and equipment, net
|
|
—
|
|
|
—
|
|
|
833,284
|
|
|
—
|
|
|
—
|
|
|
9,111,114
|
|
|
—
|
|
|
9,944,398
|
|
||||||||
Notes receivable from affiliates
|
|
3,605,249
|
|
|
—
|
|
|
1,053,784
|
|
|
318,999
|
|
|
6,378,539
|
|
|
1,167,802
|
|
|
(12,524,373
|
)
|
|
—
|
|
||||||||
Investments in affiliates
|
|
2,221,570
|
|
|
3,314,708
|
|
|
3,906,599
|
|
|
12,145,901
|
|
|
6,328,697
|
|
|
—
|
|
|
(27,917,475
|
)
|
|
—
|
|
||||||||
Other assets
|
|
3,877
|
|
|
—
|
|
|
6,818
|
|
|
1
|
|
|
—
|
|
|
79,421
|
|
|
—
|
|
|
90,117
|
|
||||||||
Total assets
|
|
$
|
8,708,457
|
|
|
$
|
3,371,748
|
|
|
$
|
6,088,675
|
|
|
$
|
12,649,707
|
|
|
$
|
12,787,719
|
|
|
$
|
17,178,600
|
|
|
$
|
(49,789,953
|
)
|
|
$
|
10,994,953
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term notes payables from affiliates
|
|
$
|
—
|
|
|
$
|
171,925
|
|
|
$
|
—
|
|
|
$
|
249,299
|
|
|
$
|
—
|
|
|
$
|
124,601
|
|
|
$
|
(296,526
|
)
|
|
$
|
249,299
|
|
Accounts payable
|
|
—
|
|
|
—
|
|
|
4,125
|
|
|
—
|
|
|
—
|
|
|
79,518
|
|
|
—
|
|
|
83,643
|
|
||||||||
Accrued payroll and related costs
|
|
—
|
|
|
—
|
|
|
4,468
|
|
|
—
|
|
|
—
|
|
|
30,467
|
|
|
—
|
|
|
34,935
|
|
||||||||
Accounts payable to affiliates
|
|
3,231,974
|
|
|
422,363
|
|
|
1,882,042
|
|
|
467,987
|
|
|
7,873
|
|
|
3,039,340
|
|
|
(9,051,579
|
)
|
|
—
|
|
||||||||
Taxes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,629
|
|
|
—
|
|
|
48,629
|
|
||||||||
Interest payable
|
|
24
|
|
|
—
|
|
|
—
|
|
|
62,598
|
|
|
630
|
|
|
—
|
|
|
—
|
|
|
63,252
|
|
||||||||
Other current liabilities
|
|
9
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
68,004
|
|
|
—
|
|
|
68,038
|
|
||||||||
Total current liabilities
|
|
3,232,007
|
|
|
594,288
|
|
|
1,890,660
|
|
|
779,884
|
|
|
8,503
|
|
|
3,390,559
|
|
|
(9,348,105
|
)
|
|
547,796
|
|
||||||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,591,068
|
|
|
201,452
|
|
|
—
|
|
|
—
|
|
|
3,792,520
|
|
||||||||
Notes payable to affiliates
|
|
—
|
|
|
2,305,243
|
|
|
467,139
|
|
|
3,175,661
|
|
|
—
|
|
|
6,576,330
|
|
|
(12,524,373
|
)
|
|
—
|
|
||||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
179,736
|
|
|
—
|
|
|
179,742
|
|
||||||||
Other liabilities
|
|
19,929
|
|
|
—
|
|
|
6,129
|
|
|
—
|
|
|
—
|
|
|
271,025
|
|
|
—
|
|
|
297,083
|
|
||||||||
Total liabilities
|
|
3,251,936
|
|
|
2,899,531
|
|
|
2,363,934
|
|
|
7,546,613
|
|
|
209,955
|
|
|
10,417,650
|
|
|
(21,872,478
|
)
|
|
4,817,141
|
|
||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total shareholder equity
|
|
5,456,521
|
|
|
472,217
|
|
|
3,724,741
|
|
|
5,103,094
|
|
|
12,577,764
|
|
|
5,636,150
|
|
|
(27,513,966
|
)
|
|
5,456,521
|
|
||||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,124,800
|
|
|
(403,509
|
)
|
|
721,291
|
|
||||||||
Total equity
|
|
5,456,521
|
|
|
472,217
|
|
|
3,724,741
|
|
|
5,103,094
|
|
|
12,577,764
|
|
|
6,760,950
|
|
|
(27,917,475
|
)
|
|
6,177,812
|
|
||||||||
Total liabilities and equity
|
|
$
|
8,708,457
|
|
|
$
|
3,371,748
|
|
|
$
|
6,088,675
|
|
|
$
|
12,649,707
|
|
|
$
|
12,787,719
|
|
|
$
|
17,178,600
|
|
|
$
|
(49,789,953
|
)
|
|
$
|
10,994,953
|
|
|
|
Noble-
Cayman |
|
NHUS
|
|
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 |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
324,724
|
|
|
$
|
(17,169
|
)
|
|
$
|
354,659
|
|
Reimbursables
|
|
—
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
7,168
|
|
|
—
|
|
|
8,304
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
48,240
|
|
|
—
|
|
|
—
|
|
|
331,905
|
|
|
(17,169
|
)
|
|
362,976
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contract drilling services
|
|
1,001
|
|
|
2,571
|
|
|
11,499
|
|
|
12,487
|
|
|
—
|
|
|
149,627
|
|
|
(17,169
|
)
|
|
160,016
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
820
|
|
|
—
|
|
|
—
|
|
|
4,326
|
|
|
—
|
|
|
5,146
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
16,515
|
|
|
—
|
|
|
—
|
|
|
119,203
|
|
|
—
|
|
|
135,718
|
|
||||||||
General and administrative
|
|
513
|
|
|
1,307
|
|
|
—
|
|
|
6,833
|
|
|
4
|
|
|
407
|
|
|
—
|
|
|
9,064
|
|
||||||||
Total operating costs and expenses
|
|
1,514
|
|
|
3,878
|
|
|
28,834
|
|
|
19,320
|
|
|
4
|
|
|
273,563
|
|
|
(17,169
|
)
|
|
309,944
|
|
||||||||
Operating income (loss)
|
|
(1,514
|
)
|
|
(3,878
|
)
|
|
19,406
|
|
|
(19,320
|
)
|
|
(4
|
)
|
|
58,342
|
|
|
—
|
|
|
53,032
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) of unconsolidated affiliates
|
|
(295,102
|
)
|
|
(313,565
|
)
|
|
2,369
|
|
|
96,817
|
|
|
50,619
|
|
|
—
|
|
|
458,862
|
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(2,605
|
)
|
|
(17,511
|
)
|
|
(3,092
|
)
|
|
(106,002
|
)
|
|
(3,817
|
)
|
|
(57,313
|
)
|
|
116,893
|
|
|
(73,447
|
)
|
||||||||
Interest income and other, net
|
|
4,632
|
|
|
(65
|
)
|
|
39,902
|
|
|
4,203
|
|
|
63,418
|
|
|
5,922
|
|
|
(116,893
|
)
|
|
1,119
|
|
||||||||
Income (loss) before income taxes
|
|
(294,589
|
)
|
|
(335,019
|
)
|
|
58,585
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
6,951
|
|
|
458,862
|
|
|
(19,296
|
)
|
||||||||
Income tax benefit (provision)
|
|
—
|
|
|
50,459
|
|
|
509
|
|
|
—
|
|
|
—
|
|
|
(308,341
|
)
|
|
—
|
|
|
(257,373
|
)
|
||||||||
Net income (loss)
|
|
(294,589
|
)
|
|
(284,560
|
)
|
|
59,094
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
(301,390
|
)
|
|
458,862
|
|
|
(276,669
|
)
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,582
|
)
|
|
(338
|
)
|
|
(17,920
|
)
|
||||||||
Net income (loss) attributable to Noble Corporation
|
|
(294,589
|
)
|
|
(284,560
|
)
|
|
59,094
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
(318,972
|
)
|
|
458,524
|
|
|
(294,589
|
)
|
||||||||
Other comprehensive income, net
|
|
468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
(468
|
)
|
|
468
|
|
||||||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(294,121
|
)
|
|
$
|
(284,560
|
)
|
|
$
|
59,094
|
|
|
$
|
(24,302
|
)
|
|
$
|
110,216
|
|
|
$
|
(318,504
|
)
|
|
$
|
458,056
|
|
|
$
|
(294,121
|
)
|
|
|
Noble-
Cayman |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,207
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
557,474
|
|
|
$
|
(18,314
|
)
|
|
$
|
591,367
|
|
Reimbursables
|
|
—
|
|
|
—
|
|
|
746
|
|
|
—
|
|
|
—
|
|
|
19,860
|
|
|
—
|
|
|
20,606
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600
|
|
|
—
|
|
|
600
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
52,953
|
|
|
—
|
|
|
—
|
|
|
577,934
|
|
|
(18,314
|
)
|
|
612,573
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
1,745
|
|
|
7,395
|
|
|
14,558
|
|
|
32,314
|
|
|
—
|
|
|
211,592
|
|
|
(18,314
|
)
|
|
249,290
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
15,464
|
|
|
—
|
|
|
16,006
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
21,461
|
|
|
—
|
|
|
—
|
|
|
128,212
|
|
|
—
|
|
|
149,673
|
|
||||||||
General and administrative
|
|
419
|
|
|
3,315
|
|
|
—
|
|
|
14,545
|
|
|
—
|
|
|
(7,674
|
)
|
|
—
|
|
|
10,605
|
|
||||||||
Total operating costs and expenses
|
|
2,164
|
|
|
10,710
|
|
|
36,561
|
|
|
46,859
|
|
|
—
|
|
|
347,594
|
|
|
(18,314
|
)
|
|
425,574
|
|
||||||||
Operating income (loss)
|
|
(2,164
|
)
|
|
(10,710
|
)
|
|
16,392
|
|
|
(46,859
|
)
|
|
—
|
|
|
230,340
|
|
|
—
|
|
|
186,999
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) of unconsolidated affiliates
|
|
135,092
|
|
|
53,855
|
|
|
(13,583
|
)
|
|
176,354
|
|
|
137,371
|
|
|
—
|
|
|
(489,089
|
)
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(17,556
|
)
|
|
(1,327
|
)
|
|
(2,748
|
)
|
|
(61,409
|
)
|
|
(4,275
|
)
|
|
(4,399
|
)
|
|
34,614
|
|
|
(57,100
|
)
|
||||||||
Interest income and other, net
|
|
1,649
|
|
|
(4
|
)
|
|
3,476
|
|
|
15,321
|
|
|
69
|
|
|
13,370
|
|
|
(34,614
|
)
|
|
(733
|
)
|
||||||||
Income before income taxes
|
|
117,021
|
|
|
41,814
|
|
|
3,537
|
|
|
83,407
|
|
|
133,165
|
|
|
239,311
|
|
|
(489,089
|
)
|
|
129,166
|
|
||||||||
Income tax (provision) benefit
|
|
—
|
|
|
(10,082
|
)
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
16,790
|
|
|
—
|
|
|
6,503
|
|
||||||||
Net income
|
|
117,021
|
|
|
31,732
|
|
|
3,332
|
|
|
83,407
|
|
|
133,165
|
|
|
256,101
|
|
|
(489,089
|
)
|
|
135,669
|
|
||||||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,816
|
)
|
|
4,168
|
|
|
(18,648
|
)
|
||||||||
Net income attributable to Noble Corporation
|
|
117,021
|
|
|
31,732
|
|
|
3,332
|
|
|
83,407
|
|
|
133,165
|
|
|
233,285
|
|
|
(484,921
|
)
|
|
117,021
|
|
||||||||
Other comprehensive loss, net
|
|
2,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,537
|
|
|
(2,537
|
)
|
|
2,537
|
|
||||||||
Comprehensive income attributable to Noble Corporation
|
|
$
|
119,558
|
|
|
$
|
31,732
|
|
|
$
|
3,332
|
|
|
$
|
83,407
|
|
|
$
|
133,165
|
|
|
$
|
235,822
|
|
|
$
|
(487,458
|
)
|
|
$
|
119,558
|
|
|
|
Noble-
Cayman |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
8,341
|
|
|
$
|
(6,607
|
)
|
|
$
|
54,422
|
|
|
$
|
(115,438
|
)
|
|
$
|
55,815
|
|
|
$
|
151,982
|
|
|
$
|
—
|
|
|
$
|
148,515
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
(38,105
|
)
|
|
—
|
|
|
(38,382
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
273
|
|
||||||||
Net cash provide by (used in) investing activities
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
(37,832
|
)
|
|
—
|
|
|
(38,109
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Debt issuance costs on senior notes and credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
—
|
|
|
(5,393
|
)
|
||||||||
Distributions to parent company, net
|
|
60,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
||||||||
Advances (to) from affiliates
|
|
(71,041
|
)
|
|
6,607
|
|
|
(64,900
|
)
|
|
415,480
|
|
|
(55,815
|
)
|
|
(230,331
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) financing activities
|
|
(10,877
|
)
|
|
6,607
|
|
|
(64,900
|
)
|
|
115,438
|
|
|
(55,815
|
)
|
|
(235,724
|
)
|
|
—
|
|
|
(245,271
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
(2,536
|
)
|
|
—
|
|
|
(10,755
|
)
|
|
—
|
|
|
—
|
|
|
(121,574
|
)
|
|
—
|
|
|
(134,865
|
)
|
||||||||
Cash and cash equivalents, beginning of period
|
|
2,537
|
|
|
—
|
|
|
10,855
|
|
|
—
|
|
|
—
|
|
|
640,441
|
|
|
—
|
|
|
653,833
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
518,867
|
|
|
$
|
—
|
|
|
$
|
518,968
|
|
|
|
Noble-
Cayman |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(8,420
|
)
|
|
$
|
(12,190
|
)
|
|
$
|
20,809
|
|
|
$
|
(120,093
|
)
|
|
$
|
(7,988
|
)
|
|
$
|
315,632
|
|
|
$
|
—
|
|
|
$
|
187,750
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(14,575
|
)
|
|
—
|
|
|
—
|
|
|
(74,749
|
)
|
|
—
|
|
|
(89,324
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,031
|
|
|
—
|
|
|
3,031
|
|
||||||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(14,575
|
)
|
|
—
|
|
|
—
|
|
|
(71,718
|
)
|
|
—
|
|
|
(86,293
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,513
|
)
|
|
—
|
|
|
(21,513
|
)
|
||||||||
Distributions to parent company, net
|
|
(56,316
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,316
|
)
|
||||||||
Advances (to) from affiliates
|
|
63,117
|
|
|
12,190
|
|
|
(8,264
|
)
|
|
420,093
|
|
|
7,988
|
|
|
(495,124
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) financing activities
|
|
6,801
|
|
|
12,190
|
|
|
(8,264
|
)
|
|
120,093
|
|
|
7,988
|
|
|
(516,637
|
)
|
|
—
|
|
|
(377,829
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
(1,619
|
)
|
|
—
|
|
|
(2,030
|
)
|
|
—
|
|
|
—
|
|
|
(272,723
|
)
|
|
—
|
|
|
(276,372
|
)
|
||||||||
Cash and cash equivalents, beginning of period
|
|
1,627
|
|
|
—
|
|
|
2,101
|
|
|
—
|
|
|
—
|
|
|
508,067
|
|
|
—
|
|
|
511,795
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
235,344
|
|
|
$
|
—
|
|
|
$
|
235,423
|
|
|
|
|
|
Year Ending December 31,
|
||||||||||||||||||||
|
|
Total
|
|
2017
(1)
|
|
2018
|
|
2019
|
|
2020
|
|
2021-2024
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
(4)(6)
|
|
$
|
2,056
|
|
|
$
|
349
|
|
|
$
|
451
|
|
|
$
|
348
|
|
|
$
|
326
|
|
|
$
|
582
|
|
Jackups
(3)
|
|
1,474
|
|
|
396
|
|
|
393
|
|
|
303
|
|
|
223
|
|
|
159
|
|
||||||
Total
(2)
|
|
$
|
3,530
|
|
|
$
|
745
|
|
|
$
|
844
|
|
|
$
|
651
|
|
|
$
|
549
|
|
|
$
|
741
|
|
Percent of Available Days Committed
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
|
|
|
|
32
|
%
|
|
29
|
%
|
|
22
|
%
|
|
21
|
%
|
|
13
|
%
|
|||||||
Jackups
|
|
|
|
77
|
%
|
|
50
|
%
|
|
28
|
%
|
|
19
|
%
|
|
7
|
%
|
|||||||
Total
|
|
|
|
54
|
%
|
|
40
|
%
|
|
25
|
%
|
|
20
|
%
|
|
10
|
%
|
(1)
|
Represents a nine-month period beginning April 1, 2017.
|
(2)
|
Some of our drilling contracts provide the customer with certain early termination rights and, in very limited cases, these termination rights require minimal or no notice or financial penalties. As of April 25, 2017, no notifications of contract terminations have been received.
|
(3)
|
Our Saudi Aramco contract rates for the
Noble Joe Beall
and
Noble Gene House
were adjusted downward in 2016. We expect the contract rates to be in the general range of the amended rates in 2016 through the end of each respective contract. Backlog for these contracts has been prepared assuming the reduced rates from 2016 apply for the remainder of the contract.
|
(4)
|
As previously reported, three of our long-term 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. The
Noble Bully II
was idled at a rate of $200,000 per day, effective April 3, 2017. Once the dayrate adjustment
|
(5)
|
Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period by the product of the number of our rigs and the number of calendar days in such period.
|
(6)
|
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
March 31, 2017
, the combined amount of backlog for these rigs totaled
$573 million
, all of which is included in backlog. Noble’s proportional interest in the backlog for these rigs totaled
$286.5 million
.
|
|
|
Average Rig
Utilization
(1)
|
|
Operating
Days
(2)
|
|
Average
Dayrates
|
||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
|
|
Three Months Ended
March 31, |
|
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Jackups
|
|
93
|
%
|
|
84
|
%
|
|
1,170
|
|
|
981
|
|
|
19
|
%
|
|
$
|
123,154
|
|
|
$
|
134,868
|
|
|
(9
|
)%
|
Semisubmersibles
|
|
17
|
%
|
|
48
|
%
|
|
90
|
|
|
350
|
|
|
(74
|
)%
|
|
131,015
|
|
|
258,786
|
|
|
(49
|
)%
|
||
Drillships
|
|
68
|
%
|
|
100
|
%
|
|
490
|
|
|
728
|
|
|
(33
|
)%
|
|
405,719
|
|
|
506,141
|
|
|
(20
|
)%
|
||
Total
|
|
69
|
%
|
|
79
|
%
|
|
1,750
|
|
|
2,059
|
|
|
(15
|
)%
|
|
$
|
202,674
|
|
|
$
|
287,169
|
|
|
(29
|
)%
|
(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.
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
354,659
|
|
|
$
|
591,367
|
|
|
$
|
(236,708
|
)
|
|
(40
|
)%
|
Reimbursables
(1)
|
|
8,304
|
|
|
20,606
|
|
|
(12,302
|
)
|
|
(60
|
)%
|
|||
|
|
$
|
362,963
|
|
|
$
|
611,973
|
|
|
$
|
(249,010
|
)
|
|
(41
|
)%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
160,385
|
|
|
$
|
251,248
|
|
|
$
|
(90,863
|
)
|
|
(36
|
)%
|
Reimbursables
(1)
|
|
5,146
|
|
|
16,006
|
|
|
(10,860
|
)
|
|
(68
|
)%
|
|||
Depreciation and amortization
|
|
129,778
|
|
|
144,029
|
|
|
(14,251
|
)
|
|
(10
|
)%
|
|||
General and administrative
|
|
15,880
|
|
|
19,540
|
|
|
(3,660
|
)
|
|
(19
|
)%
|
|||
|
|
311,189
|
|
|
430,823
|
|
|
(119,634
|
)
|
|
(28
|
)%
|
|||
Operating income
|
|
$
|
51,774
|
|
|
$
|
181,150
|
|
|
$
|
(129,376
|
)
|
|
(71
|
)%
|
(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.
|
•
|
normal recurring operating expenses;
|
•
|
repayment of our maturing
$300 million
2.50%
Senior Notes; and
|
•
|
capital expenditures.
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures; and
|
•
|
repayment of debt and interest.
|
•
|
$9 million
for sustaining capital and upgrades and replacements to drilling equipment;
|
•
|
$5 million
in subsea related expenditures; and
|
•
|
$5 million
in major projects.
|
/s/ David W. Williams
|
|
May 5, 2017
|
David W. Williams
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Adam C. Peakes
|
|
May 5, 2017
|
Adam C. Peakes
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Dennis J. Lubojacky
|
|
May 5, 2017
|
Dennis J. Lubojacky
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
/s/ David W. Williams
|
|
May 5, 2017
|
David W. Williams
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Dennis J. Lubojacky
|
|
May 5, 2017
|
Dennis J. Lubojacky
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”) and Noble Corporation Limited (“Noble-UK”) (filed as Exhibit 2.1 to Noble-Swiss’ Current Report on Form 8-K filed on July 1, 2013 and incorporated herein by reference).
|
|
|
|
2.2
|
|
Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008, among Noble Corporation, a Swiss corporation (“Noble-Swiss”), Noble Corporation, a Cayman Islands company (“Noble-Cayman”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’s Current Report on Form 8-K filed on December 22, 2008 and incorporated herein by reference).
|
|
|
|
2.3
|
|
Amendment No. 1 to Agreement and Plan of Merger, Reorganization and Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-Cayman and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).
|
|
|
|
2.4
|
|
Master Separation Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 2.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
|
|
|
|
3.1
|
|
Composite Copy of Articles of Association of Noble-UK, as of June 10, 2014 (filed as Exhibit 3.1 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Memorandum and Articles of Association of Noble-Cayman (filed as Exhibit 3.1 to Noble-Cayman’s Current Report on Form 8-K filed on March 30, 2009 and incorporated herein by reference).
|
|
|
|
4.1
|
|
Revolving Credit Agreement dated as of January 26, 2015, among Noble-Cayman and Noble International Finance Company, a Cayman Islands company, as borrowers; JPMorgan Chase Bank, N.A., as administrative agent and a swingline lender; Wells Fargo Bank, National Association, as a swingline lender; the lenders party thereto; Barclays Bank PLC, Citibank, N.A., DNB Bank ASA New York Branch, HSBC Bank USA, N.A., SunTrust Bank and Wells Fargo, as co-syndication agents; BNP Paribas, Credit Suisse AG, Cayman Islands Branch and Mizuho Bank, Ltd, as co-documentation agents; and J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., DNB Markets, Inc., HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint lead bookrunners (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on January 29, 2015 and incorporated herein by reference).
|
|
|
|
4.2
|
|
Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).
|
|
|
|
10.1
|
|
Tax Sharing Agreement, dated as of July 31, 2014, between Noble-UK and Paragon Offshore plc. (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
|
|
|
|
10.2
|
|
Employee Matters Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
|
|
|
|
10.3
|
|
Transition Services Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.3 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.4
|
|
Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble-Cayman, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).
|
|
|
|
10.6
|
|
Definitive Settlement Agreement, dated as of April 29, 2016, by and between Paragon Offshore plc and Noble-UK (filed as Exhibit 10.7 to Noble-UK’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 and incorporated herein by reference).
|
|
|
|
10.7
|
|
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).
|
|
|
|
10.9*
|
|
Noble Corporation plc 2015 Omnibus Incentive Plan, restated as of May 1, 2017 (filed as an exhibit 10.1 to Noble-UK's Current Report on Form 8-K filed on May 2, 2017 and incorporated herein by reference).
|
|
|
|
10.10*
|
|
Noble Corporation plc 2017 Director Omnibus Incentive Plan (filed as an exhibit 10.2 to Noble-UK's Current Report on Form 8-K filed on May 2, 2017 and incorporated herein by reference).
|
|
|
|
10.11*
|
|
Noble Corporation plc Summary of Directors Compensation.
|
|
|
|
10.12*
|
|
Termination Letter dated as of April 21, 2017, for Definitive Settlement Agreement, dated as of April 29, 2016, by and between Paragon Offshore plc and Noble-UK.
|
|
|
|
31.1
|
|
Certification of David W. Williams pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
31.2
|
|
Certification of Adam C. Peakes pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
31.3
|
|
Certification of Dennis J. Lubojacky pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a).
|
|
|
|
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 File
|
*
|
Management contract or compensatory plan or arrangement
|
+
|
Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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.
|
|
|
/s/ David W. Williams
|
May 5, 2017
|
David W. Williams
|
Date
|
Chairman, President and Chief Executive Officer of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and President and Chief Executive Officer of Noble Corporation, a Cayman Islands company
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
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.
|
|
|
/s/ Adam C. Peakes
|
May 5, 2017
|
Adam C. Peakes
|
Date
|
Senior Vice President and Chief Financial Officer of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
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|
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/s/
Dennis J. Lubojacky
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May 5, 2017
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Dennis J. Lubojacky
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Date
|
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.
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May 5, 2017
|
/s/ David W. Williams
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|
David W. Williams
|
|
Chairman, President and Chief Executive Officer of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, and President and Chief Executive Officer of Noble Corporation, a Cayman Islands company
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 5, 2017
|
/s/ Adam C. Peakes
|
|
Adam C. Peakes
|
|
Senior Vice President and Chief Financial Officer of Noble Corporation plc, a public limited company incorporated 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.
|
May 5, 2017
|
|
/s/ Dennis J. Lubojacky
|
|
|
Dennis J. Lubojacky
|
|
|
Vice President and Chief Financial Officer
of Noble Corporation, a Cayman Islands company
|