þ
|
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
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
|
PART I
|
|
|
|
|
Item 1.
|
|
|
||
Item 1A.
|
|
|
||
Item 1B.
|
|
|
||
Item 2.
|
|
|
||
Item 3.
|
|
|
||
Item 4.
|
|
|
||
|
|
|
|
|
PART II
|
|
|
|
|
Item 5.
|
|
|
||
Item 6.
|
|
|
||
Item 7.
|
|
|
||
Item 7A.
|
|
|
||
Item 8.
|
|
|
||
Item 9.
|
|
|
||
Item 9A.
|
|
|
||
Item 9B.
|
|
|
||
|
|
|
|
|
PART III
|
|
|
|
|
Item 10.
|
|
|
||
Item 11.
|
|
|
||
Item 12.
|
|
|
||
Item 13.
|
|
|
||
Item 14.
|
|
|
||
|
|
|
|
|
PART IV
|
|
|
|
|
Item 15.
|
|
|
||
Item 16.
|
|
|
||
|
|
|
|
|
|
|
|
•
|
operate in a manner that provides a safe working environment for our employees and contractors 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
|
•
|
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.
|
•
|
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 oil and gas exploration 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; and
|
•
|
repayment of debt and interest.
|
•
|
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.
|
Name
|
|
Make
|
|
Year Built or Rebuilt
(1)
|
|
Water Depth Rating (feet)
|
|
Drilling Depth Capacity (feet)
|
|
Location
|
|
Status
(2)
|
Drillships—8
|
|
|
|
|
|
|
|
|
|
|
|
|
Noble Bob Douglas
|
|
GustoMSC P10000
|
|
2013 N
|
|
12,000
|
|
40,000
|
|
U.S. Gulf of Mexico
|
|
Active
|
Noble Bully I
(3)
|
|
GustoMSC Bully PRD 12000
|
|
2011 N
|
|
8,200
|
|
40,000
|
|
Curaçao
|
|
Stacked
|
Noble Bully II
(3)
|
|
GustoMSC Bully PRD 12000
|
|
2011 N
|
|
10,000
|
|
40,000
|
|
Singapore
|
|
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
|
|
Bulgaria
|
|
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
|
|
Active
|
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
|
|
25,000
|
|
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.
|
|
Stacked
|
Noble David Tinsley
|
|
Modec 300C-38
|
|
2010 R
|
|
300
|
|
25,000
|
|
U.A.E.
|
|
Stacked
|
Noble Gene House
|
|
Modec 300C-38
|
|
1998 R
|
|
300
|
|
25,000
|
|
Saudi Arabia
|
|
Active
|
Noble Hans Deul
(4)
|
|
F&G JU-2000E
|
|
2009 N
|
|
400
|
|
30,000
|
|
U.K.
|
|
Active
|
Noble Houston Colbert
(4)
|
|
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
(4)
|
|
GustoMSC CJ70-x150-ST
|
|
2016 N
|
|
500
|
|
32,000
|
|
U.K.
|
|
Active
|
Noble Mick O’Brien
(4)
|
|
F&G JU-3000N
|
|
2013 N
|
|
400
|
|
30,000
|
|
U.A.E.
|
|
Available
|
Noble Regina Allen
(4)
|
|
F&G JU-3000N
|
|
2013 N
|
|
400
|
|
30,000
|
|
Canada
|
|
Active
|
Noble Roger Lewis
(4)
|
|
F&G JU-2000E
|
|
2007 N
|
|
400
|
|
30,000
|
|
Saudi Arabia
|
|
Active
|
Noble Sam Hartley
(4)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Malaysia
|
|
Available
|
Noble Sam Turner
(4)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Denmark
|
|
Active
|
Noble Scott Marks
(4)
|
|
F&G JU-2000E
|
|
2009 N
|
|
400
|
|
30,000
|
|
Saudi Arabia
|
|
Active
|
Noble Tom Prosser
(4)
|
|
F&G JU-3000N
|
|
2014 N
|
|
400
|
|
30,000
|
|
Australia
|
|
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, preparing to operate or 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)
|
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.
|
(4)
|
Harsh environment capability.
|
|
|
High
|
|
Low
|
|
Cash Dividends Declared and Paid
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|||
Fourth quarter
|
|
$
|
4.78
|
|
|
$
|
3.67
|
|
|
$
|
—
|
|
Third quarter
|
|
4.74
|
|
|
3.14
|
|
|
—
|
|
|||
Second quarter
|
|
6.46
|
|
|
3.35
|
|
|
—
|
|
|||
First quarter
|
|
7.80
|
|
|
5.52
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|||
Fourth quarter
|
|
$
|
8.37
|
|
|
$
|
4.45
|
|
|
$
|
—
|
|
Third quarter
|
|
8.98
|
|
|
5.37
|
|
|
0.02
|
|
|||
Second quarter
|
|
12.19
|
|
|
7.82
|
|
|
0.02
|
|
|||
First quarter
|
|
13.90
|
|
|
6.66
|
|
|
0.16
|
|
|
|
INDEXED RETURNS
Year Ended December 31,
|
||||||||||||||||||
Company / Index
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||
Noble-UK
|
|
$
|
109.81
|
|
|
$
|
57.94
|
|
|
$
|
40.19
|
|
|
$
|
23.06
|
|
|
$
|
17.61
|
|
S&P 500 Index
|
|
132.39
|
|
|
150.51
|
|
|
152.59
|
|
|
170.84
|
|
|
208.14
|
|
|||||
Dow Jones U.S. Oil Equipment & Services
|
|
128.41
|
|
|
106.29
|
|
|
82.40
|
|
|
104.91
|
|
|
87.38
|
|
|||||
Offshore Drillers Peer Group
(1)
|
|
108.90
|
|
|
52.00
|
|
|
29.30
|
|
|
26.75
|
|
|
18.80
|
|
(1)
|
Our self-determined peer group is weighted according to market capitalization and consists of the Company and the following peer companies: Atwood Oceanics (through October 5, 2017), Diamond Offshore Drilling Inc., Ensco plc, Rowan Companies plc, Seadrill Ltd. and Transocean Ltd.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
Statement of Income Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues from continuing operations
|
|
$
|
1,236,915
|
|
|
$
|
2,302,065
|
|
|
$
|
3,352,252
|
|
|
$
|
3,232,504
|
|
|
$
|
2,538,143
|
|
Net Income (loss) from continuing operations attributable to Noble-UK
(1)
|
|
(516,511
|
)
|
|
(929,580
|
)
|
|
511,000
|
|
|
(152,011
|
)
|
|
478,595
|
|
|||||
Net Income (loss) from continuing operations per share attributable to Noble-UK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(2.11
|
)
|
|
(3.82
|
)
|
|
2.06
|
|
|
(0.60
|
)
|
|
1.86
|
|
|||||
Diluted
|
|
(2.11
|
)
|
|
(3.82
|
)
|
|
2.06
|
|
|
(0.60
|
)
|
|
1.86
|
|
|||||
Balance Sheet Data (at end of period)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
662,829
|
|
|
725,722
|
|
|
512,245
|
|
|
68,510
|
|
|
114,458
|
|
|||||
Property and equipment, net
|
|
9,489,240
|
|
|
10,061,948
|
|
|
11,483,623
|
|
|
12,112,509
|
|
|
14,558,090
|
|
|||||
Total assets
(2)
|
|
10,794,659
|
|
|
11,440,117
|
|
|
12,865,645
|
|
|
13,266,480
|
|
|
16,194,639
|
|
|||||
Long-term debt
(2)
|
|
3,795,867
|
|
|
4,040,229
|
|
|
4,162,638
|
|
|
4,848,678
|
|
|
5,532,933
|
|
|||||
Total debt
(3)
|
|
4,045,710
|
|
|
4,340,111
|
|
|
4,462,562
|
|
|
4,848,678
|
|
|
5,532,933
|
|
|||||
Total equity
|
|
5,950,628
|
|
|
6,467,445
|
|
|
7,422,230
|
|
|
7,287,034
|
|
|
9,050,028
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
|
453,938
|
|
|
1,126,076
|
|
|
1,764,907
|
|
|
1,778,627
|
|
|
1,708,037
|
|
|||||
Net cash used in investing activities
|
|
(155,588
|
)
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|
(2,109,268
|
)
|
|
(2,485,107
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
(361,243
|
)
|
|
(242,668
|
)
|
|
(888,635
|
)
|
|
284,693
|
|
|
609,436
|
|
|||||
Capital expenditures
(4)
|
|
111,140
|
|
|
695,925
|
|
|
422,544
|
|
|
2,072,885
|
|
|
2,487,520
|
|
|||||
Working capital
(2)(5)
|
|
445,951
|
|
|
559,321
|
|
|
377,034
|
|
|
259,888
|
|
|
339,020
|
|
|||||
Cash distributions declared per share
|
|
—
|
|
|
0.20
|
|
|
1.28
|
|
|
1.50
|
|
|
0.76
|
|
(1)
|
Results for
2017
,
2016
,
2015
,
2014
and
2013
include impairment charges of
$121.6 million
,
$1.5 billion
,
$418.3 million
,
$745.0 million
and
$3.6 million,
respectively.
|
(2)
|
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— Organization and Significant Accounting Policies
”
and
“
Note 6— Impairment
”
for more information.
|
(3)
|
Consists of Long-term debt and Current maturities of long-term debt.
|
(4)
|
Capital expenditures includes expenditures made for rigs that were ultimately transferred to Paragon Offshore as part of the Spin-off in August 2014.
|
(5)
|
Working capital is calculated as current assets less current liabilities.
|
•
|
operating revenues totaling
$1.2 billion
;
|
•
|
net loss of
$516.5 million
, or
$2.10
per diluted share, which includes a $94.8 million after-tax impairment charge recognized on three of our rigs and certain capital spare equipment; and
|
•
|
net cash from operating activities totaling
$453.9 million
.
|
|
|
|
|
Year Ending December 31,
(1)
|
||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022-2023
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
(2)(3)
|
|
$
|
1,881,777
|
|
|
$
|
504,447
|
|
|
$
|
400,140
|
|
|
$
|
381,560
|
|
|
$
|
338,800
|
|
|
$
|
256,830
|
|
Jackups
(4)
|
|
1,077,545
|
|
|
391,041
|
|
|
304,700
|
|
|
222,963
|
|
|
116,070
|
|
|
42,771
|
|
||||||
Total
(5)
|
|
$
|
2,959,322
|
|
|
$
|
895,488
|
|
|
$
|
704,840
|
|
|
$
|
604,523
|
|
|
$
|
454,870
|
|
|
$
|
299,601
|
|
Percent of Available Days Committed
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
|
|
|
|
36
|
%
|
|
30
|
%
|
|
29
|
%
|
|
23
|
%
|
|
9
|
%
|
|||||||
Jackups
|
|
|
|
53
|
%
|
|
28
|
%
|
|
19
|
%
|
|
14
|
%
|
|
3
|
%
|
|||||||
Total
|
|
|
|
44
|
%
|
|
29
|
%
|
|
24
|
%
|
|
19
|
%
|
|
6
|
%
|
(1)
|
Represents a twelve-month period beginning January 1, 2018.
|
(2)
|
As previously reported, three of our long-term 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 drilling contracts with Shell. As a result of the amendments, each of the contracts now has a contractual dayrate floor. The contract amendments for the
Noble Globetrotter I
and
Noble Globetrotter II
provide a dayrate floor of $275,000 per day. 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
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 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
|
(3)
|
Noble and a subsidiary of Shell are involved in joint ventures that own and operate both the
Noble Bully I
and
Noble Bully II
. Pursuant to these agreements, each party has an equal 50 percent share in both vessels. As of
December 31, 2017
, the combined amount of backlog for these rigs totaled
$515.0 million
, all of which is included in backlog. Noble’s proportional interest in the backlog for these rigs totaled
$257.5 million
.
|
(4)
|
Our Saudi Aramco contract rates for the
Noble Joe Beall
and
Noble Gene House
were adjusted downward in 2015. We expect the contract rates to be in the general range of the amended rates through the end of each respective contract. Backlog for these contracts has been prepared assuming the reduced rates apply for the remainder of the contract.
|
(5)
|
Some of our drilling contracts provide the customers with certain early termination rights and, in limited cases, those termination rights require minimal or no notice and financial penalties. As of
February 20, 2018
, no new notifications of contract terminations have been received.
|
(6)
|
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.
|
|
|
Average Rig Utilization
(1)
|
|
Operating Days
(2)
|
|
Average Dayrates
|
||||||||||||||||||||
|
|
December 31,
|
|
December 31,
|
|
|
|
December 31,
|
|
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Jackups
|
|
85
|
%
|
|
83
|
%
|
|
4,367
|
|
|
3,966
|
|
|
10
|
%
|
|
$
|
126,109
|
|
|
$
|
126,279
|
|
|
—
|
%
|
Semisubmersibles
|
|
17
|
%
|
|
22
|
%
|
|
365
|
|
|
649
|
|
|
(44
|
)%
|
|
155,919
|
|
|
256,122
|
|
|
(39
|
)%
|
||
Drillships
|
|
59
|
%
|
|
82
|
%
|
|
1,716
|
|
|
2,408
|
|
|
(29
|
)%
|
|
$
|
349,244
|
|
|
$
|
654,074
|
|
(3)
|
(47
|
)%
|
Total
|
|
63
|
%
|
|
66
|
%
|
|
6,448
|
|
|
7,023
|
|
|
(8
|
)%
|
|
$
|
187,181
|
|
|
$
|
319,256
|
|
|
(41
|
)%
|
(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)
|
Average dayrates include a
$14.4 million
loss in the year ended
December 31, 2017
and a
$14.4 million
gain in the year ended December 31,
2016
, in respect of the termination date valuation of certain contingent payments for the
Noble Sam Croft
and
Noble Tom Madden
related to the FCX Settlement. The loss in 2017 had a negative impact and the gain in 2016 had a positive impact on the drillships average dayrates.
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
1,207,026
|
|
|
$
|
2,242,200
|
|
|
$
|
(1,035,174
|
)
|
|
(46
|
)%
|
Reimbursables and other
(1)
|
|
29,889
|
|
|
59,865
|
|
|
(29,976
|
)
|
|
(50
|
)%
|
|||
|
|
$
|
1,236,915
|
|
|
$
|
2,302,065
|
|
|
$
|
(1,065,150
|
)
|
|
(46
|
)%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
640,489
|
|
|
$
|
879,438
|
|
|
$
|
(238,949
|
)
|
|
(27
|
)%
|
Reimbursables
(1)
|
|
18,435
|
|
|
45,608
|
|
|
(27,173
|
)
|
|
(60
|
)%
|
|||
Depreciation and amortization
|
|
524,752
|
|
|
587,999
|
|
|
(63,247
|
)
|
|
(11
|
)%
|
|||
General and administrative
|
|
71,634
|
|
|
69,258
|
|
|
2,376
|
|
|
3
|
%
|
|||
Loss on impairment
|
|
121,639
|
|
|
1,458,749
|
|
|
$
|
(1,337,110
|
)
|
|
(92
|
)%
|
||
|
|
1,376,949
|
|
|
3,041,052
|
|
|
(1,664,103
|
)
|
|
(55
|
)%
|
|||
Operating loss
|
|
$
|
(140,034
|
)
|
|
$
|
(738,987
|
)
|
|
$
|
598,953
|
|
|
(81
|
)%
|
(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.
|
|
|
Average Rig Utilization
(1)
|
|
Operating Days
(2)
|
|
|
|
Average Dayrates
|
|
|
||||||||||||||||
|
|
December 31,
|
|
December 31,
|
|
|
|
December 31,
|
|
|
||||||||||||||||
|
|
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
|
|
|
(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
|
|
|
$
|
358,423
|
|
|
(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)
|
Average dayrate for the year ended December 31, 2016 includes $16.4 million in contract drilling services revenue related to the
Noble Tom Prosser
contract cancellation with Quadrant Energy Australia Limited (“Quadrant”). The additional contract drilling services revenue in 2016 had a positive impact on the jackups average dayrates.
|
(4)
|
Average dayrate for the year ended December 31, 2016 includes a gain of $14.4 million related to the termination date valuation of certain contingent payments for the
Noble Sam Croft
and
Noble Tom Madden
related to the FCX Settlement. The gain in 2016 had a positive impact on the drillships average dayrates.
|
(5)
|
Average dayrate for the year ended December 31, 2015 includes $145.0 million in contract drilling services revenue related to the
Noble Discoverer
contract cancellation with Shell during
2015
. The additional contract drilling services revenue in 2015 had a positive impact on the drillships average dayrates.
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
|
$
|
(1,019,410
|
)
|
|
(31
|
)%
|
Reimbursables and Other
(1)
|
|
59,865
|
|
|
88,597
|
|
|
(28,732
|
)
|
|
(32
|
)%
|
|||
|
|
$
|
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
|
|
|
260
|
%
|
|||
|
|
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.
|
•
|
normal recurring operating expenses;
|
•
|
repayment of the 2017 Notes; and
|
•
|
capital expenditures.
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures; and
|
•
|
repayment of debt and interest.
|
•
|
$58.6 million
for sustaining capital and upgrades and replacements to drilling equipment;
|
•
|
$39.3 million
in major projects; and
|
•
|
$13.2 million
in subsea related expenditures.
|
•
|
$83.0 million
for sustaining capital; and
|
•
|
$65.0 million
for major projects, subsea related expenditures and upgrades and replacements to drilling equipment.
|
|
|
|
|
Payments Due by Period
|
|
|
||||||||||||||||||||||||||
|
|
|
|
For the years ending December 31,
|
|
|
||||||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Other
|
||||||||||||||||
Contractual Cash Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Debt obligations
|
|
$
|
4,103,797
|
|
|
$
|
250,000
|
|
|
$
|
201,695
|
|
|
$
|
167,766
|
|
|
$
|
208,675
|
|
|
$
|
125,661
|
|
|
$
|
3,150,000
|
|
|
$
|
—
|
|
Interest payments
|
|
3,525,623
|
|
|
264,221
|
|
|
249,270
|
|
|
242,735
|
|
|
229,898
|
|
|
224,345
|
|
|
2,315,154
|
|
|
—
|
|
||||||||
Operating leases
|
|
42,609
|
|
|
18,720
|
|
|
14,046
|
|
|
2,564
|
|
|
1,853
|
|
|
1,586
|
|
|
3,840
|
|
|
—
|
|
||||||||
Pension plan contributions
|
|
145,613
|
|
|
12,623
|
|
|
12,093
|
|
|
12,643
|
|
|
16,778
|
|
|
15,890
|
|
|
75,586
|
|
|
—
|
|
||||||||
Tax reserves
(1)
|
|
191,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
191,860
|
|
||||||||
Total contractual cash obligations
|
|
$
|
8,009,502
|
|
|
$
|
545,564
|
|
|
$
|
477,104
|
|
|
$
|
425,708
|
|
|
$
|
457,204
|
|
|
$
|
367,482
|
|
|
$
|
5,544,580
|
|
|
$
|
191,860
|
|
(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 10— Income Taxes
” to our accompanying consolidated financial statements.
|
|
|
|
|
|
Amount of Commitment Expiration Per Period
|
|||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Total letters of credit and commercial commitments
|
|
$
|
7,846
|
|
|
$
|
2,231
|
|
|
$
|
2,038
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,552
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Houston, Texas
|
February 23, 2018
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
662,829
|
|
|
$
|
725,722
|
|
Accounts receivable, net
|
|
204,696
|
|
|
319,152
|
|
||
Taxes receivable
|
|
105,345
|
|
|
55,480
|
|
||
Prepaid expenses and other current assets
|
|
66,105
|
|
|
92,260
|
|
||
Total current assets
|
|
1,038,975
|
|
|
1,192,614
|
|
||
Property and equipment, at cost
|
|
12,034,331
|
|
|
12,364,888
|
|
||
Accumulated depreciation
|
|
(2,545,091
|
)
|
|
(2,302,940
|
)
|
||
Property and equipment, net
|
|
9,489,240
|
|
|
10,061,948
|
|
||
Other assets
|
|
266,444
|
|
|
185,555
|
|
||
Total assets
|
|
$
|
10,794,659
|
|
|
$
|
11,440,117
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
249,843
|
|
|
$
|
299,882
|
|
Accounts payable
|
|
84,032
|
|
|
108,224
|
|
||
Accrued payroll and related costs
|
|
54,904
|
|
|
48,383
|
|
||
Taxes payable
|
|
34,391
|
|
|
46,561
|
|
||
Interest payable
|
|
98,189
|
|
|
61,299
|
|
||
Other current liabilities
|
|
71,665
|
|
|
68,944
|
|
||
Total current liabilities
|
|
593,024
|
|
|
633,293
|
|
||
Long-term debt
|
|
3,795,867
|
|
|
4,040,229
|
|
||
Deferred income taxes
|
|
164,962
|
|
|
2,084
|
|
||
Other liabilities
|
|
290,178
|
|
|
297,066
|
|
||
Total liabilities
|
|
4,844,031
|
|
|
4,972,672
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 244,971 and 243,239 shares outstanding as of December 31, 2017 and December 31, 2016, respectively.
|
|
2,450
|
|
|
2,432
|
|
||
Additional paid-in capital
|
|
678,922
|
|
|
654,168
|
|
||
Retained earnings
|
|
4,637,677
|
|
|
5,154,221
|
|
||
Accumulated other comprehensive loss
|
|
(42,888
|
)
|
|
(52,140
|
)
|
||
Total shareholders' equity
|
|
5,276,161
|
|
|
5,758,681
|
|
||
Noncontrolling interests
|
|
674,467
|
|
|
708,764
|
|
||
Total equity
|
|
5,950,628
|
|
|
6,467,445
|
|
||
Total liabilities and equity
|
|
$
|
10,794,659
|
|
|
$
|
11,440,117
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
$
|
1,207,026
|
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
Reimbursables and other
|
|
29,889
|
|
|
59,865
|
|
|
90,642
|
|
|||
|
|
1,236,915
|
|
|
2,302,065
|
|
|
3,352,252
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
640,489
|
|
|
879,438
|
|
|
1,232,529
|
|
|||
Reimbursables
|
|
18,435
|
|
|
45,499
|
|
|
70,276
|
|
|||
Depreciation and amortization
|
|
547,990
|
|
|
611,067
|
|
|
634,305
|
|
|||
General and administrative
|
|
71,634
|
|
|
69,258
|
|
|
76,843
|
|
|||
Loss on impairment
|
|
121,639
|
|
|
1,458,749
|
|
|
418,298
|
|
|||
|
|
1,400,187
|
|
|
3,064,011
|
|
|
2,432,251
|
|
|||
Operating income (loss)
|
|
(163,272
|
)
|
|
(761,946
|
)
|
|
920,001
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net of amount capitalized
|
|
(291,989
|
)
|
|
(222,915
|
)
|
|
(213,854
|
)
|
|||
Gain on extinguishment of debt, net
|
|
—
|
|
|
17,814
|
|
|
—
|
|
|||
Interest income and other, net
|
|
5,449
|
|
|
18
|
|
|
36,286
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(449,812
|
)
|
|
(967,029
|
)
|
|
742,433
|
|
|||
Income tax benefit (provision)
|
|
(42,629
|
)
|
|
109,156
|
|
|
(159,232
|
)
|
|||
Net income (loss) from continuing operations
|
|
(492,441
|
)
|
|
(857,873
|
)
|
|
583,201
|
|
|||
Net income (loss) from discontinued operations, net of tax
|
|
(1,486
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
(493,927
|
)
|
|
(857,873
|
)
|
|
583,201
|
|
|||
Net (income) attributable to noncontrolling interests
|
|
(22,584
|
)
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(516,511
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Net income (loss) attributable to Noble Corporation plc
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(515,025
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Net loss from discontinued operations, net of tax
|
|
(1,486
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(516,511
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Per share data
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(2.10
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
(Loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(2.11
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Diluted:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(2.10
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
(Loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Noble Corporation plc
|
|
$
|
(2.11
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Weighted- Average Shares Outstanding
|
|
|
|
|
|
|
||||||
Basic
|
|
244,743
|
|
|
243,127
|
|
|
242,146
|
|
|||
Diluted
|
|
244,743
|
|
|
243,127
|
|
|
247,402
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
$
|
(493,927
|
)
|
|
$
|
(857,873
|
)
|
|
$
|
583,201
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
990
|
|
|
(19
|
)
|
|
(5,278
|
)
|
|||
Net pension plan gain (loss) (net of tax provision (benefit) of
$523, ($1,828) and $4,021 for the year ended December 31, 2017, 2016 and 2015, respectively) |
|
6,774
|
|
|
(8,237
|
)
|
|
7,099
|
|
|||
Amortization of deferred pension plan amounts (net of tax provision of $623, $1,635 and $2,297 for the year ended December 31, 2017, 2016 and 2015, respectively)
|
|
1,393
|
|
|
3,127
|
|
|
4,422
|
|
|||
Net pension plan curtailment and settlement expense (net of tax
provision of zero, $7,218 and zero for the year ended December 31, 2017, 2016 and 2015, respectively) |
|
95
|
|
|
15,216
|
|
|
—
|
|
|||
Prior service cost arising during the period (net of tax provision of zero, $344 and zero for the year ended December 31, 2017, 2016 and 2015, respectively)
|
|
—
|
|
|
948
|
|
|
—
|
|
|||
Other comprehensive income, net
|
|
9,252
|
|
|
11,035
|
|
|
6,243
|
|
|||
Net comprehensive (income) attributable to noncontrolling interests
|
|
(22,584
|
)
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|||
Comprehensive income (loss) attributable to Noble Corporation plc
|
|
$
|
(507,259
|
)
|
|
$
|
(918,545
|
)
|
|
$
|
517,243
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(493,927
|
)
|
|
$
|
(857,873
|
)
|
|
$
|
583,201
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
547,990
|
|
|
611,067
|
|
|
634,305
|
|
|||
Loss on impairment
|
|
121,639
|
|
|
1,458,749
|
|
|
418,298
|
|
|||
Gain on extinguishment of debt, net
|
|
—
|
|
|
(17,814
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
241,326
|
|
|
(189,897
|
)
|
|
(36,172
|
)
|
|||
Amortization of share-based compensation
|
|
29,115
|
|
|
34,720
|
|
|
39,172
|
|
|||
Other long-term asset write-off
|
|
29,032
|
|
|
—
|
|
|
—
|
|
|||
Net change in other assets and liabilities
|
|
(21,237
|
)
|
|
87,124
|
|
|
126,103
|
|
|||
Net cash provided by operating activities
|
|
453,938
|
|
|
1,126,076
|
|
|
1,764,907
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(111,140
|
)
|
|
(659,925
|
)
|
|
(422,544
|
)
|
|||
Change in accrued capital expenditures
|
|
(46,830
|
)
|
|
(34,814
|
)
|
|
(14,607
|
)
|
|||
Proceeds from disposal of assets
|
|
2,382
|
|
|
24,808
|
|
|
4,614
|
|
|||
Net cash used in investing activities
|
|
(155,588
|
)
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net change in borrowings outstanding on bank credit facilities
|
|
—
|
|
|
—
|
|
|
(1,123,495
|
)
|
|||
Issuance of senior notes
|
|
—
|
|
|
980,100
|
|
|
1,092,728
|
|
|||
Repayments of debt
|
|
(300,000
|
)
|
|
(1,049,338
|
)
|
|
(350,000
|
)
|
|||
Debt issuance costs on senior notes and credit facility
|
|
(42
|
)
|
|
(12,111
|
)
|
|
(16,070
|
)
|
|||
Dividend payments
|
|
—
|
|
|
(47,534
|
)
|
|
(315,534
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(56,881
|
)
|
|
(85,944
|
)
|
|
(71,504
|
)
|
|||
Repurchases of shares
|
|
—
|
|
|
—
|
|
|
(100,630
|
)
|
|||
Tender offer premium
|
|
—
|
|
|
(24,649
|
)
|
|
—
|
|
|||
Employee stock transactions
|
|
(4,320
|
)
|
|
(3,192
|
)
|
|
(4,130
|
)
|
|||
Net cash used in financing activities
|
|
(361,243
|
)
|
|
(242,668
|
)
|
|
(888,635
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(62,893
|
)
|
|
213,477
|
|
|
443,735
|
|
|||
Cash and cash equivalents, beginning of period
|
|
725,722
|
|
|
512,245
|
|
|
68,510
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
662,829
|
|
|
$
|
725,722
|
|
|
$
|
512,245
|
|
|
|
Shares
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
|
247,501
|
|
|
$
|
2,475
|
|
|
$
|
695,638
|
|
|
$
|
5,936,035
|
|
|
$
|
(69,418
|
)
|
|
$
|
722,304
|
|
|
$
|
7,287,034
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
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
|
|
|
$
|
(63,175
|
)
|
|
$
|
723,001
|
|
|
$
|
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
|
|
|
$
|
(52,140
|
)
|
|
$
|
708,764
|
|
|
$
|
6,467,445
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
29,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,115
|
|
||||||
Issuance of share-based compensation shares
|
|
1,732
|
|
|
18
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(4,338
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,338
|
)
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(516,511
|
)
|
|
—
|
|
|
22,584
|
|
|
(493,927
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,881
|
)
|
|
(56,881
|
)
|
||||||
Dividends equivalents
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,252
|
|
|
—
|
|
|
9,252
|
|
||||||
Balance at December 31, 2017
|
|
244,971
|
|
|
$
|
2,450
|
|
|
$
|
678,922
|
|
|
$
|
4,637,677
|
|
|
$
|
(42,888
|
)
|
|
$
|
674,467
|
|
|
$
|
5,950,628
|
|
(1)
|
Activity associated with dividend equivalents, which are related to 2016 performance awards to be paid upon vesting.
|
|
/s/ PricewaterhouseCoopers LLP
|
|
Houston, Texas
|
February 23, 2018
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
662,011
|
|
|
$
|
653,833
|
|
Accounts receivable, net
|
|
204,696
|
|
|
319,152
|
|
||
Taxes receivable
|
|
105,345
|
|
|
55,480
|
|
||
Prepaid expenses and other current assets
|
|
65,441
|
|
|
88,749
|
|
||
Total current assets
|
|
1,037,493
|
|
|
1,117,214
|
|
||
Property and equipment, at cost
|
|
12,034,331
|
|
|
12,364,888
|
|
||
Accumulated depreciation
|
|
(2,545,091
|
)
|
|
(2,302,940
|
)
|
||
Property and equipment, net
|
|
9,489,240
|
|
|
10,061,948
|
|
||
Other assets
|
|
266,528
|
|
|
178,552
|
|
||
Total assets
|
|
$
|
10,793,261
|
|
|
$
|
11,357,714
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
249,843
|
|
|
$
|
299,882
|
|
Accounts payable
|
|
83,873
|
|
|
107,868
|
|
||
Accrued payroll and related costs
|
|
54,904
|
|
|
48,319
|
|
||
Taxes payable
|
|
33,965
|
|
|
46,561
|
|
||
Interest payable
|
|
98,189
|
|
|
61,299
|
|
||
Other current liabilities
|
|
71,466
|
|
|
67,312
|
|
||
Total current liabilities
|
|
592,240
|
|
|
631,241
|
|
||
Long-term debt
|
|
3,795,867
|
|
|
4,040,229
|
|
||
Deferred income taxes
|
|
164,962
|
|
|
2,084
|
|
||
Other liabilities
|
|
290,178
|
|
|
292,183
|
|
||
Total liabilities
|
|
4,843,247
|
|
|
4,965,737
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Shareholder equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 261,246 shares outstanding as of December 31, 2017 and December 31, 2016
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
623,137
|
|
|
594,091
|
|
||
Retained earnings
|
|
4,669,173
|
|
|
5,115,137
|
|
||
Accumulated other comprehensive loss
|
|
(42,888
|
)
|
|
(52,140
|
)
|
||
Total shareholder equity
|
|
5,275,547
|
|
|
5,683,213
|
|
||
Noncontrolling interests
|
|
674,467
|
|
|
708,764
|
|
||
Total equity
|
|
5,950,014
|
|
|
6,391,977
|
|
||
Total liabilities and equity
|
|
$
|
10,793,261
|
|
|
$
|
11,357,714
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
$
|
1,207,026
|
|
|
$
|
2,242,200
|
|
|
$
|
3,261,610
|
|
Reimbursables and other
|
|
29,889
|
|
|
60,565
|
|
|
90,842
|
|
|||
|
|
1,236,915
|
|
|
2,302,765
|
|
|
3,352,452
|
|
|||
Operating costs and expenses
|
|
|
|
|
|
|
||||||
Contract drilling services
|
|
638,035
|
|
|
873,661
|
|
|
1,226,377
|
|
|||
Reimbursables
|
|
18,435
|
|
|
45,499
|
|
|
70,276
|
|
|||
Depreciation and amortization
|
|
543,119
|
|
|
611,013
|
|
|
633,244
|
|
|||
General and administrative
|
|
41,087
|
|
|
46,045
|
|
|
55,435
|
|
|||
Loss on impairment
|
|
121,639
|
|
|
1,458,749
|
|
|
418,298
|
|
|||
|
|
1,362,315
|
|
|
3,034,967
|
|
|
2,403,630
|
|
|||
Operating income (loss)
|
|
(125,400
|
)
|
|
(732,202
|
)
|
|
948,822
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
||||||
Interest expense, net of amount capitalized
|
|
(291,989
|
)
|
|
(222,915
|
)
|
|
(213,854
|
)
|
|||
Gain on extinguishment of debt, net
|
|
—
|
|
|
17,814
|
|
|
—
|
|
|||
Interest income and other, net
|
|
5,285
|
|
|
133
|
|
|
34,664
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(412,104
|
)
|
|
(937,170
|
)
|
|
769,632
|
|
|||
Income tax benefit (provision)
|
|
(42,595
|
)
|
|
109,163
|
|
|
(162,620
|
)
|
|||
Net income (loss) from continuing operations
|
|
(454,699
|
)
|
|
(828,007
|
)
|
|
607,012
|
|
|||
Net income from discontinued operations, net of tax
|
|
2,967
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
(451,732
|
)
|
|
(828,007
|
)
|
|
607,012
|
|
|||
Net income attributable to noncontrolling interests
|
|
(22,584
|
)
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|||
Net income (loss) attributable to Noble Corporation
|
|
$
|
(474,316
|
)
|
|
$
|
(899,714
|
)
|
|
$
|
534,811
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income (loss)
|
|
$
|
(451,732
|
)
|
|
$
|
(828,007
|
)
|
|
$
|
607,012
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
990
|
|
|
(19
|
)
|
|
(5,278
|
)
|
|||
Net pension plan gain (loss) (net of tax provision (benefit) of
$523, ($1,828) and $4,021 for the year ended December 31, 2017, 2016 and 2015, respectively) |
|
6,774
|
|
|
(8,237
|
)
|
|
7,099
|
|
|||
Amortization of deferred pension plan amounts (net of tax provision of $623, $1,635 and $2,297 for the year ended December 31, 2017, 2016 and 2015, respectively)
|
|
1,393
|
|
|
3,127
|
|
|
4,422
|
|
|||
Net pension plan curtailment and settlement expense (net of tax
provision (benefit) of zero, $7,218 and zero for the year ended December 31, 2017, 2016 and 2015, respectively) |
|
95
|
|
|
15,216
|
|
|
—
|
|
|||
Prior service cost arising during the period (net of tax provision of zero, $344 and zero for the year ended December 31, 2017, 2016 and 2015, respectively)
|
|
—
|
|
|
948
|
|
|
—
|
|
|||
Other comprehensive income, net
|
|
9,252
|
|
|
11,035
|
|
|
6,243
|
|
|||
Net comprehensive (income) attributable to noncontrolling interests
|
|
(22,584
|
)
|
|
(71,707
|
)
|
|
(72,201
|
)
|
|||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(465,064
|
)
|
|
$
|
(888,679
|
)
|
|
$
|
541,054
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(451,732
|
)
|
|
$
|
(828,007
|
)
|
|
$
|
607,012
|
|
Adjustments to reconcile net income to net cash flow from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
543,119
|
|
|
611,013
|
|
|
633,244
|
|
|||
Loss on impairment
|
|
121,639
|
|
|
1,458,749
|
|
|
418,298
|
|
|||
Gain on extinguishment of debt, net
|
|
—
|
|
|
(17,814
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
241,326
|
|
|
(189,897
|
)
|
|
(34,108
|
)
|
|||
Amortization of share-based compensation
|
|
29,046
|
|
|
32,782
|
|
|
30,652
|
|
|||
Other long-term asset write-off
|
|
29,030
|
|
|
—
|
|
|
—
|
|
|||
Net change in other assets and liabilities
|
|
(20,091
|
)
|
|
89,445
|
|
|
92,409
|
|
|||
Net cash provided by operating activities
|
|
492,337
|
|
|
1,156,271
|
|
|
1,747,507
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(111,140
|
)
|
|
(659,925
|
)
|
|
(422,544
|
)
|
|||
Change in accrued capital expenditures
|
|
(46,830
|
)
|
|
(34,814
|
)
|
|
(14,607
|
)
|
|||
Proceeds from disposal of assets
|
|
2,382
|
|
|
24,808
|
|
|
4,614
|
|
|||
Net cash used in investing activities
|
|
(155,588
|
)
|
|
(669,931
|
)
|
|
(432,537
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Net change in borrowings outstanding on bank credit facilities
|
|
—
|
|
|
—
|
|
|
(1,123,495
|
)
|
|||
Issuance of senior notes
|
|
—
|
|
|
980,100
|
|
|
1,092,728
|
|
|||
Repayments of debt
|
|
(300,000
|
)
|
|
(1,049,338
|
)
|
|
(350,000
|
)
|
|||
Debt issuance costs on senior notes and credit facility
|
|
(42
|
)
|
|
(12,111
|
)
|
|
(16,070
|
)
|
|||
Tender offer premium
|
|
—
|
|
|
(24,649
|
)
|
|
—
|
|
|||
Dividends paid to noncontrolling interests
|
|
(56,881
|
)
|
|
(85,944
|
)
|
|
(71,504
|
)
|
|||
Contributions (distributions) from (to) parent company, net
|
|
28,352
|
|
|
(152,360
|
)
|
|
(400,614
|
)
|
|||
Net cash used in financing activities
|
|
(328,571
|
)
|
|
(344,302
|
)
|
|
(868,955
|
)
|
|||
Net increase in cash and cash equivalents
|
|
8,178
|
|
|
142,038
|
|
|
446,015
|
|
|||
Cash and cash equivalents, beginning of period
|
|
653,833
|
|
|
511,795
|
|
|
65,780
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
662,011
|
|
|
$
|
653,833
|
|
|
$
|
511,795
|
|
|
|
Shares
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
530,657
|
|
|
$
|
6,009,114
|
|
|
$
|
(69,418
|
)
|
|
$
|
722,304
|
|
|
$
|
7,218,782
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(376,714
|
)
|
|
—
|
|
|
—
|
|
|
(376,714
|
)
|
||||||
Capital contribution 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
|
|
|
$
|
(63,175
|
)
|
|
$
|
723,001
|
|
|
$
|
7,414,471
|
|
Distributions to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,360
|
)
|
|
—
|
|
|
—
|
|
|
(152,360
|
)
|
||||||
Capital contribution by parent - share-based compensation
|
|
—
|
|
|
—
|
|
|
32,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,782
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
|
$
|
(52,140
|
)
|
|
$
|
708,764
|
|
|
$
|
6,391,977
|
|
Contributions from parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,352
|
|
|
—
|
|
|
—
|
|
|
28,352
|
|
||||||
Share-based compensation contribution by parent
|
|
—
|
|
|
—
|
|
|
29,046
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,046
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,316
|
)
|
|
—
|
|
|
22,584
|
|
|
(451,732
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,881
|
)
|
|
(56,881
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,252
|
|
|
—
|
|
|
9,252
|
|
||||||
Balance at December 31, 2017
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
623,137
|
|
|
$
|
4,669,173
|
|
|
$
|
(42,888
|
)
|
|
$
|
674,467
|
|
|
$
|
5,950,014
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Noble-UK
|
|
$
|
(516,511
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Net income (loss) from discontinued operations, net of tax
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|||
Earnings allocated to unvested share-based payment awards
|
|
—
|
|
|
—
|
|
|
(10,856
|
)
|
|||
Net income (loss) from continuing operations to common shareholders - basic
|
|
$
|
(515,025
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
500,144
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to Noble-UK
|
|
$
|
(516,511
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Net income (loss) from discontinued operations, net of tax
|
|
1,486
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) from continuing operations to common shareholders - diluted
|
|
$
|
(515,025
|
)
|
|
$
|
(929,580
|
)
|
|
$
|
511,000
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding - basic
|
|
244,743
|
|
|
243,127
|
|
|
242,146
|
|
|||
Incremental shares issuable from assumed exercise of stock
options and unvested share-based payment awards |
|
—
|
|
|
—
|
|
|
5,256
|
|
|||
Weighted average shares outstanding - diluted
|
|
244,743
|
|
|
243,127
|
|
|
247,402
|
|
|||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(2.10
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Income (loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Noble-UK
|
|
$
|
(2.11
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Diluted:
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
|
$
|
(2.10
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Income (loss) from discontinued operations
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Noble-UK
|
|
$
|
(2.11
|
)
|
|
$
|
(3.82
|
)
|
|
$
|
2.06
|
|
Dividends per share
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
$
|
1.28
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Drilling equipment and facilities
|
|
$
|
11,746,629
|
|
|
$
|
12,048,571
|
|
Construction in progress
|
|
83,509
|
|
|
112,103
|
|
||
Other
|
|
204,193
|
|
|
204,214
|
|
||
Property and equipment, at cost
|
|
$
|
12,034,331
|
|
|
$
|
12,364,888
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
250,000
|
|
|
$
|
201,695
|
|
|
$
|
167,766
|
|
|
$
|
208,675
|
|
|
$
|
125,661
|
|
|
$
|
3,150,000
|
|
|
$
|
4,103,797
|
|
|
|
December 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
|
|
249,959
|
|
|
250,830
|
|
|
249,771
|
|
|
249,808
|
|
||||
7.50% Senior Notes due March 2019
|
|
201,695
|
|
|
206,881
|
|
|
201,695
|
|
|
209,524
|
|
||||
4.90% Senior Notes due August 2020
|
|
167,625
|
|
|
163,283
|
|
|
167,576
|
|
|
167,329
|
|
||||
4.625% Senior Notes due March 2021
|
|
208,568
|
|
|
195,687
|
|
|
208,538
|
|
|
196,416
|
|
||||
3.95% Senior Notes due March 2022
|
|
125,518
|
|
|
107,348
|
|
|
125,488
|
|
|
112,791
|
|
||||
7.75% Senior Notes due January 2024
|
|
982,301
|
|
|
861,160
|
|
|
980,117
|
|
|
945,317
|
|
||||
7.70% Senior Notes due April 2025
|
|
449,008
|
|
|
380,732
|
|
|
448,909
|
|
|
423,267
|
|
||||
6.20% Senior Notes due August 2040
|
|
399,900
|
|
|
274,988
|
|
|
399,898
|
|
|
280,221
|
|
||||
6.05% Senior Notes due March 2041
|
|
397,800
|
|
|
273,988
|
|
|
397,758
|
|
|
273,854
|
|
||||
5.25% Senior Notes due March 2042
|
|
498,400
|
|
|
315,430
|
|
|
498,369
|
|
|
325,814
|
|
||||
8.70% Senior Notes due April 2045
|
|
394,659
|
|
|
320,396
|
|
|
394,613
|
|
|
328,608
|
|
||||
Total debt
|
|
4,075,433
|
|
|
3,350,723
|
|
|
4,372,724
|
|
|
3,812,077
|
|
||||
Less: Unamortized debt issuance costs
|
|
(29,723
|
)
|
|
|
|
(32,613
|
)
|
|
|
||||||
Less: Current maturities of long-term debt
(1)
|
|
(249,843
|
)
|
|
(250,830
|
)
|
|
(299,882
|
)
|
|
(299,128
|
)
|
||||
Long-term debt, net of debt issuance costs
|
|
$
|
3,795,867
|
|
|
$
|
3,099,893
|
|
|
$
|
4,040,229
|
|
|
$
|
3,512,949
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs of
$0.1 million
and
$0.1 million
at
December 31, 2017
and
2016
, respectively.
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
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
|
|
1,420,175
|
|
|
$
|
29.52
|
|
|
1,677,154
|
|
|
$
|
29.48
|
|
|
1,958,633
|
|
|
$
|
28.43
|
|
Expired
|
|
(107,020
|
)
|
|
29.74
|
|
|
(256,979
|
)
|
|
29.22
|
|
|
(281,479
|
)
|
|
22.17
|
|
|||
Outstanding at end of year
(1)
|
|
1,313,155
|
|
|
29.51
|
|
|
1,420,175
|
|
|
29.52
|
|
|
1,677,154
|
|
|
29.48
|
|
|||
Exercisable at end of year
(1)
|
|
1,313,155
|
|
|
$
|
29.51
|
|
|
1,420,175
|
|
|
$
|
29.52
|
|
|
1,677,154
|
|
|
$
|
29.48
|
|
(1)
|
Options outstanding and exercisable at
December 31, 2017
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
|
|
360,936
|
|
|
5.10
|
|
30.59
|
|
|
$31.52 to $35.73
|
|
649,365
|
|
|
3.16
|
|
32.70
|
|
|
Total
|
|
1,313,155
|
|
|
3.58
|
|
$
|
29.51
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Valuation assumptions:
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
56.4
|
%
|
|
40.7
|
%
|
|
34.0
|
%
|
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
9.4
|
%
|
Risk-free interest rate
|
|
1.49
|
%
|
|
0.97
|
%
|
|
0.8
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
TVRSU
|
|
|
|
|
|
|
|
|
|
|||
Units awarded (maximum available)
|
|
3,231,225
|
|
|
3,624,182
|
|
|
2,004,311
|
|
|||
Weighted-average share price at award date
|
|
$
|
6.96
|
|
|
$
|
7.78
|
|
|
$
|
15.90
|
|
Weighted-average vesting period (years)
|
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
|||
PVRSU
|
|
|
|
|
|
|
|
|
|
|||
Units awarded (maximum available)
|
|
2,474,978
|
|
|
2,914,044
|
|
|
1,205,130
|
|
|||
Weighted-average share price at award date
|
|
$
|
7.28
|
|
|
$
|
7.79
|
|
|
$
|
15.94
|
|
Three-year performance period ended December 31
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Weighted-average award-date fair value
|
|
$
|
4.37
|
|
|
$
|
3.81
|
|
|
$
|
9.12
|
|
|
|
TVRSUs
Outstanding
|
|
Weighted
Average
Award-Date
Fair Value
|
|
PVRSUs
Outstanding
(1)
|
|
Weighted
Average
Award-Date
Fair Value
|
||||||
Non-vested RSUs at January 1, 2017
|
|
4,089,167
|
|
|
$
|
11.18
|
|
|
4,378,825
|
|
|
$
|
7.85
|
|
Awarded
|
|
3,231,225
|
|
|
6.96
|
|
|
2,474,978
|
|
|
4.37
|
|
||
Vested
|
|
(1,768,175
|
)
|
|
47.20
|
|
|
(367,794
|
)
|
|
65.56
|
|
||
Forfeited
|
|
(508,715
|
)
|
|
8.41
|
|
|
(840,555
|
)
|
|
10.67
|
|
||
Non-vested RSUs at December 31, 2017
|
|
5,043,502
|
|
|
$
|
7.95
|
|
|
5,645,454
|
|
|
$
|
4.98
|
|
|
|
Unrealized 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 (loss) before reclassifications
|
|
1,187
|
|
|
(8,237
|
)
|
|
(19
|
)
|
|
(7,069
|
)
|
||||
Amounts reclassified from AOCI
|
|
(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
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
|
1,239
|
|
|
6,630
|
|
|
990
|
|
|
8,859
|
|
||||
Amounts reclassified from AOCI
|
|
(1,239
|
)
|
|
1,632
|
|
|
—
|
|
|
393
|
|
||||
Net other comprehensive income
|
|
—
|
|
|
8,262
|
|
|
990
|
|
|
9,252
|
|
||||
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
(27,603
|
)
|
|
$
|
(15,285
|
)
|
|
$
|
(42,888
|
)
|
(1)
|
Unrealized gains/(losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCI are recognized through “Contract drilling services” costs on our Consolidated Statements of Operations. See “
Note 12— Derivative Instruments and Hedging Activities
” for additional information.
|
(2)
|
Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCI are recognized as expense on our Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” “See
Note 11— Employee Benefit Plans
” for additional information.
|
•
|
The Act reduces the federal corporate income tax rate to
21%
from
35%
effective January 1,
2018
. Accordingly, the Company recorded a financial statement benefit of
$109.0 million
as a result of the remeasurement of its net deferred tax liabilities during the quarter ended
December 31, 2017
.
|
•
|
The Act provides for a Deemed Repatriation Transition Tax (the “Transition Tax”), which is a one-time tax on previously untaxed accumulated earnings and profits (“E&P”) of certain foreign subsidiaries. For the quarter ended
December 31, 2017
, no additional income taxes were provided for as the Company has estimated there to be no untaxed accumulated E&P.
|
•
|
The Act provides for immediate an deduction of
100%
of the costs of qualified property that is placed in service after September 27,
2017
and before January 1,
2023
.The deduction will phase out by
20
percentage points each calendar year for qualified property that is placed in service after December 21,
2022
. The company has estimated no material impact from this provision for the quarter ended
December 31, 2017
.
|
•
|
The Act limits the deduction of business interest to
30%
of “adjusted taxable income”, which is taxable income computed without regard to (i) any items not attributable to a trade or business, (ii) business interest income and business interest expense, (iii) any net operating loss deduction, and (iv) for taxable years beginning before January 1, 2022, deductions for depreciation , amortization and depletion. This limitation could result in a deferral or permanent reduction in the amount of interest that is deductible for U.S. federal income tax purposes after
2017
.
|
•
|
The Act eliminates the U.S. federal income tax carryback provision for net operating losses (“NOLs”) generated after
2017
and limits the taxpayer's ability to utilize NOL carryforwards to 80% of taxable income. These changes could impact the company's valuation allowance assessment for NOLs generated after
December 31, 2017
.
|
•
|
The Act includes an anti-base erosion provision which establishes a tax on certain payments made by U.S. corporate taxpayers to related foreign persons, also referred to as Base Erosion and Anti-Abuse Tax (“BEAT”). The company is continuing to gather additional information to determine the ultimate impact of BEAT.
|
•
|
The Act introduces a new anti-deferral provision, which subjects a U.S. parent shareholder to current tax on certain income referred to as GILTI, of its foreign subsidiaries. The company has not made any adjustments related to potential GILTI tax in its financial statements and has adopted a policy to treat tax due on future U.S. inclusions in taxable income as period costs when incurred.
|
|
|
2017
|
|
2016
|
||||
Deferred tax assets
|
|
|
|
|
|
|
||
United States
|
|
|
|
|
|
|
||
Excess of net tax basis over remaining book basis
|
|
$
|
—
|
|
|
$
|
56,351
|
|
Deferred pension plan amounts
|
|
10,758
|
|
|
16,797
|
|
||
Accrued expenses not currently deductible
|
|
11,585
|
|
|
19,012
|
|
||
Other
|
|
2,150
|
|
|
6,803
|
|
||
Non-U.S.
|
|
|
|
|
|
|||
Net operating loss carry forwards
|
|
—
|
|
|
3,800
|
|
||
Deferred pension plan amounts
|
|
134
|
|
|
3,120
|
|
||
Accrued expense not currently deductible
|
|
14,085
|
|
|
2,064
|
|
||
Deferred tax assets
|
|
38,712
|
|
|
107,947
|
|
||
Less: valuation allowance
|
|
—
|
|
|
(3,800
|
)
|
||
Net deferred tax assets
|
|
$
|
38,712
|
|
|
$
|
104,147
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
||
United States
|
|
|
|
|
|
|
||
Excess of net book basis over remaining tax basis
|
|
$
|
(182,401
|
)
|
|
$
|
—
|
|
Other
|
|
(6,652
|
)
|
|
(7,672
|
)
|
||
Non-U.S.
|
|
|
|
|
|
|
||
Excess of net book basis over remaining tax basis
|
|
—
|
|
|
(200
|
)
|
||
Other
|
|
(402
|
)
|
|
(4,305
|
)
|
||
Deferred tax liabilities
|
|
(189,455
|
)
|
|
(12,177
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(150,743
|
)
|
|
$
|
91,970
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current- United States
|
|
$
|
(227,707
|
)
|
|
$
|
61,928
|
|
|
$
|
113,648
|
|
Current- Non-U.S.
|
|
29,010
|
|
|
18,813
|
|
|
81,756
|
|
|||
Deferred- United States
|
|
257,432
|
|
|
(189,880
|
)
|
|
(38,103
|
)
|
|||
Deferred- Non-U.S.
|
|
(16,106
|
)
|
|
(17
|
)
|
|
1,931
|
|
|||
Total
|
|
$
|
42,629
|
|
|
$
|
(109,156
|
)
|
|
$
|
159,232
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gross balance at January 1,
|
|
$
|
159,826
|
|
|
$
|
169,687
|
|
|
$
|
108,812
|
|
Additions based on tax positions related to current year
|
|
14,187
|
|
|
15,665
|
|
|
31,022
|
|
|||
Additions for tax positions of prior years
|
|
1,284
|
|
|
18,662
|
|
|
47,561
|
|
|||
Reductions for tax positions of prior years
|
|
(860
|
)
|
|
(43,701
|
)
|
|
(11,945
|
)
|
|||
Expiration of statutes
|
|
—
|
|
|
(487
|
)
|
|
(1,237
|
)
|
|||
Tax settlements
|
|
—
|
|
|
—
|
|
|
(4,526
|
)
|
|||
Gross balance at December 31,
|
|
174,437
|
|
|
159,826
|
|
|
169,687
|
|
|||
Related tax benefits
|
|
(1,008
|
)
|
|
(1,008
|
)
|
|
(14,369
|
)
|
|||
Net reserve at December 31,
|
|
$
|
173,429
|
|
|
$
|
158,818
|
|
|
$
|
155,318
|
|
|
|
2017
|
|
2016
|
||||
Reserve for uncertain tax positions, excluding interest and penalties
|
|
$
|
173,429
|
|
|
$
|
158,818
|
|
Interest and penalties included in “Other liabilities”
|
|
18,431
|
|
|
13,702
|
|
||
Reserve for uncertain tax positions, including interest and penalties
|
|
$
|
191,860
|
|
|
$
|
172,520
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
72,347
|
|
|
$
|
216,577
|
|
|
$
|
69,372
|
|
|
$
|
228,390
|
|
Service cost
|
|
—
|
|
|
—
|
|
|
2,914
|
|
|
6,647
|
|
||||
Interest cost
|
|
2,151
|
|
|
8,593
|
|
|
2,412
|
|
|
9,557
|
|
||||
Actuarial loss (gain)
|
|
(11,265
|
)
|
|
19,113
|
|
|
19,296
|
|
|
(5,178
|
)
|
||||
Benefits paid
|
|
(2,836
|
)
|
|
(6,795
|
)
|
|
(3,515
|
)
|
|
(5,747
|
)
|
||||
Settlements and curtailments
|
|
(4,825
|
)
|
|
(2,313
|
)
|
|
(5,735
|
)
|
|
(17,092
|
)
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
6,380
|
|
|
—
|
|
|
(12,704
|
)
|
|
—
|
|
||||
Benefit obligation at end of year
|
|
$
|
61,952
|
|
|
$
|
235,175
|
|
|
$
|
72,347
|
|
|
$
|
216,577
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Fair value of plan assets at beginning of year
|
|
$
|
71,286
|
|
|
$
|
171,240
|
|
|
$
|
75,855
|
|
|
$
|
167,947
|
|
Actual return on plan assets
|
|
5,594
|
|
|
24,760
|
|
|
9,371
|
|
|
8,657
|
|
||||
Employer contributions
|
|
651
|
|
|
2,348
|
|
|
2,832
|
|
|
383
|
|
||||
Benefits paid
|
|
(2,836
|
)
|
|
(6,795
|
)
|
|
(3,515
|
)
|
|
(5,747
|
)
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
||||
Settlement and curtailment
|
|
(4,597
|
)
|
|
(2,313
|
)
|
|
—
|
|
|
—
|
|
||||
Foreign exchange rate changes
|
|
7,043
|
|
|
—
|
|
|
(13,564
|
)
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
|
$
|
77,141
|
|
|
$
|
189,240
|
|
|
$
|
71,286
|
|
|
$
|
171,240
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Funded status
|
|
$
|
15,189
|
|
|
$
|
(45,935
|
)
|
|
$
|
(1,061
|
)
|
|
$
|
(45,337
|
)
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Other assets (noncurrent)
|
|
$
|
15,189
|
|
|
$
|
—
|
|
|
$
|
313
|
|
|
$
|
229
|
|
Other liabilities (current)
|
|
—
|
|
|
(2,312
|
)
|
|
—
|
|
|
(3,857
|
)
|
||||
Other liabilities (noncurrent)
|
|
—
|
|
|
(43,623
|
)
|
|
(1,374
|
)
|
|
(41,709
|
)
|
||||
Net amount recognized
|
|
$
|
15,189
|
|
|
$
|
(45,935
|
)
|
|
$
|
(1,061
|
)
|
|
$
|
(45,337
|
)
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Net actuarial loss
|
|
$
|
2,258
|
|
|
$
|
39,569
|
|
|
$
|
17,035
|
|
|
$
|
34,200
|
|
Deferred income tax asset
|
|
(375
|
)
|
|
(13,849
|
)
|
|
(3,120
|
)
|
|
(12,250
|
)
|
||||
Accumulated other comprehensive loss
|
|
$
|
1,883
|
|
|
$
|
25,720
|
|
|
$
|
13,915
|
|
|
$
|
21,950
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
|
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
|
|
Interest cost
|
|
2,151
|
|
|
8,593
|
|
|
2,412
|
|
|
9,557
|
|
|
2,546
|
|
|
9,198
|
|
||||||
Return on plan assets
|
|
(2,879
|
)
|
|
(11,764
|
)
|
|
(3,393
|
)
|
|
(12,389
|
)
|
|
(3,673
|
)
|
|
(13,146
|
)
|
||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
104
|
|
|
118
|
|
|
104
|
|
|
142
|
|
||||||
Recognized net actuarial loss
|
|
743
|
|
|
1,464
|
|
|
142
|
|
|
4,398
|
|
|
315
|
|
|
6,158
|
|
||||||
Settlement and curtailment gains
|
|
(838
|
)
|
|
82
|
|
|
600
|
|
|
200
|
|
|
—
|
|
|
—
|
|
||||||
Net pension benefit cost (gain)
|
|
$
|
(823
|
)
|
|
$
|
(1,625
|
)
|
|
$
|
2,779
|
|
|
$
|
8,531
|
|
|
$
|
2,636
|
|
|
$
|
10,948
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Projected benefit obligation
|
|
$
|
61,952
|
|
|
$
|
235,175
|
|
|
$
|
72,347
|
|
|
$
|
216,577
|
|
Accumulated benefit obligation
|
|
61,952
|
|
|
235,175
|
|
|
72,347
|
|
|
216,577
|
|
||||
Fair value of plan assets
|
|
77,141
|
|
|
189,240
|
|
|
71,286
|
|
|
171,240
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Projected benefit obligation
|
|
$
|
—
|
|
|
$
|
235,175
|
|
|
$
|
5,015
|
|
|
$
|
189,244
|
|
Fair value of plan assets
|
|
—
|
|
|
189,240
|
|
|
3,642
|
|
|
143,678
|
|
|
|
Years Ended December 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Accumulated benefit obligation
|
|
$
|
—
|
|
|
$
|
235,175
|
|
|
$
|
5,015
|
|
|
$
|
189,244
|
|
Fair value of plan assets
|
|
—
|
|
|
189,240
|
|
|
3,642
|
|
|
143,678
|
|
|
|
Years Ended December 31,
|
||||||||
|
|
2017
|
|
2016
|
||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
||
Discount Rate
|
|
2.60
|
%
|
|
2.84%-3.66%
|
|
2.15%-2.70%
|
|
|
3.00%-4.24%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
3.6
|
%
|
|
N/A
|
|
|
Years Ended December 31,
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
|
|
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
|
|
2.48%-2.70%
|
|
|
3.00%-4.24%
|
|
2.15%-3.90%
|
|
3.09%-4.48%
|
|
|
2.60%-3.70%
|
|
2.98%-4.38%
|
|
Expected long-term return on assets
|
|
4.10
|
%
|
|
6.00%-6.50%
|
|
1.60%-5.00%
|
|
7.00
|
%
|
|
1.60%-4.90%
|
|
7.50
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
3.60%-4.20%
|
|
N/A
|
|
|
3.60%-4.10%
|
|
2.00%-5.00%
|
|
|
|
Year Ended December 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)
|
||||||||
Cash and cash equivalents
|
|
$
|
280
|
|
|
$
|
280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
International companies
|
|
54,145
|
|
|
54,145
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
22,716
|
|
|
22,716
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
77,141
|
|
|
$
|
77,141
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended 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
|
|
|
$
|
67,644
|
|
|
$
|
—
|
|
|
$
|
3,642
|
|
|
|
Year Ended December 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)
|
||||||||
Cash and cash equivalents
|
|
$
|
3,275
|
|
|
$
|
3,275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
43,535
|
|
|
16,430
|
|
|
27,105
|
|
|
—
|
|
||||
International
|
|
17,712
|
|
|
17,712
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
40,793
|
|
|
40,793
|
|
|
—
|
|
|
—
|
|
||||
Treasury bonds
|
|
83,925
|
|
|
83,925
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
189,240
|
|
|
$
|
162,135
|
|
|
$
|
27,105
|
|
|
$
|
—
|
|
|
|
Year Ended 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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Payments by Period
|
||||||||||||||||||||||||
|
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Estimated benefit payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non U.S. plans
|
|
$
|
36,203
|
|
|
$
|
3,079
|
|
|
$
|
3,189
|
|
|
$
|
3,301
|
|
|
$
|
3,419
|
|
|
$
|
3,540
|
|
|
$
|
19,675
|
|
U.S. plans
|
|
109,410
|
|
|
9,544
|
|
|
8,904
|
|
|
9,342
|
|
|
13,359
|
|
|
12,350
|
|
|
55,911
|
|
|||||||
Total estimated benefit payments
|
|
$
|
145,613
|
|
|
$
|
12,623
|
|
|
$
|
12,093
|
|
|
$
|
12,643
|
|
|
$
|
16,778
|
|
|
$
|
15,890
|
|
|
$
|
75,586
|
|
|
|
|
|
Estimated fair value
|
||||||
|
|
Balance sheet
classification
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Asset derivatives
|
|
|
|
|
|
|
||||
Non-designated derivatives
|
|
|
|
|
|
|
||||
FCX Settlement
|
|
Prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
14,400
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
|
|
Unrealized gain/(loss) recognized through AOCI
|
|
Gain/(loss) reclassified from AOCI to "Contract drilling services" costs
|
|
Gain/(loss) recognized through "Contract drilling services" revenue
|
||||||||||||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward contracts
|
|
$
|
(1,239
|
)
|
|
$
|
(1,187
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,239
|
|
|
$
|
1,187
|
|
Non-designated derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FCX Settlement
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,400
|
)
|
|
$
|
14,400
|
|
|
|
December 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
|
|
$
|
7,321
|
|
|
$
|
7,321
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
Balance as of December 31, 2015
|
|
$
|
—
|
|
Fair value recognized in earnings
|
|
17,600
|
|
|
Change in fair value recognized in earnings
|
|
(3,200
|
)
|
|
Balance as of December 31, 2016
|
|
14,400
|
|
|
Change in fair value recognized in earnings
|
|
(14,400
|
)
|
|
Balance as of December 31, 2017
|
|
$
|
—
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
||||||||||||||
$
|
18,720
|
|
|
$
|
14,046
|
|
|
$
|
2,564
|
|
|
$
|
1,853
|
|
|
$
|
1,586
|
|
|
$
|
3,840
|
|
|
$
|
42,609
|
|
|
|
Revenues for Year Ended December 31,
|
|
Identifiable Assets as of December 31,
|
||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
Africa
|
|
$
|
48,228
|
|
|
$
|
1,803
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
673,486
|
|
Argentina
|
|
—
|
|
|
51,627
|
|
|
111,589
|
|
|
—
|
|
|
—
|
|
|||||
Australia
|
|
12,262
|
|
|
89,847
|
|
|
204,822
|
|
|
257,415
|
|
|
—
|
|
|||||
Brazil
|
|
—
|
|
|
27,640
|
|
|
78,683
|
|
|
25,645
|
|
|
25,474
|
|
|||||
Brunei
|
|
45,450
|
|
|
42,710
|
|
|
—
|
|
|
119
|
|
|
312,494
|
|
|||||
Bulgaria
|
|
55,145
|
|
|
78,985
|
|
|
—
|
|
|
657,806
|
|
|
—
|
|
|||||
Canada
|
|
1,639
|
|
|
—
|
|
|
—
|
|
|
238,902
|
|
|
—
|
|
|||||
Curacao
|
|
—
|
|
|
—
|
|
|
—
|
|
|
647,554
|
|
|
—
|
|
|||||
Denmark
|
|
44,671
|
|
|
46,342
|
|
|
77,934
|
|
|
250,851
|
|
|
250,776
|
|
|||||
Gabon
|
|
—
|
|
|
23,385
|
|
|
90,082
|
|
|
8,378
|
|
|
—
|
|
|||||
Libya
|
|
—
|
|
|
—
|
|
|
136,406
|
|
|
—
|
|
|
—
|
|
|||||
Malaysia
|
|
131,696
|
|
|
168,826
|
|
|
149,597
|
|
|
293,297
|
|
|
747,059
|
|
|||||
Mexico
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,391
|
|
|
—
|
|
|||||
Qatar
|
|
16,488
|
|
|
608
|
|
|
—
|
|
|
—
|
|
|
263,108
|
|
|||||
Saudi Arabia
|
|
140,453
|
|
|
120,132
|
|
|
226,251
|
|
|
455,296
|
|
|
443,965
|
|
|||||
Singapore
|
|
—
|
|
|
—
|
|
|
—
|
|
|
911,515
|
|
|
230,897
|
|
|||||
Suriname
|
|
13,034
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tanzania
|
|
1,526
|
|
|
48,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
The Netherlands
|
|
—
|
|
|
42
|
|
|
67,765
|
|
|
—
|
|
|
—
|
|
|||||
Turkey
|
|
(3
|
)
|
|
—
|
|
|
97,065
|
|
|
—
|
|
|
—
|
|
United Arab Emirates
|
|
99,825
|
|
|
86,446
|
|
|
67,117
|
|
|
590,863
|
|
|
591,306
|
|
|||||
United Kingdom
|
|
209,338
|
|
|
95,621
|
|
|
87,896
|
|
|
894,902
|
|
|
1,475,651
|
|
|||||
United States
|
|
417,163
|
|
|
1,404,365
|
|
|
1,941,485
|
|
|
5,534,725
|
|
|
6,399,119
|
|
|||||
Other
|
|
—
|
|
|
15,292
|
|
|
15,560
|
|
|
—
|
|
|
26,782
|
|
|||||
Total
|
|
$
|
1,236,915
|
|
|
$
|
2,302,065
|
|
|
$
|
3,352,252
|
|
|
$
|
10,794,659
|
|
|
$
|
11,440,117
|
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||||||||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Accounts receivable
|
|
$
|
114,456
|
|
|
$
|
179,779
|
|
|
$
|
70,165
|
|
|
$
|
114,456
|
|
|
$
|
179,779
|
|
|
$
|
70,165
|
|
Other current assets
|
|
(23,710
|
)
|
|
81,702
|
|
|
61,514
|
|
|
(26,556
|
)
|
|
79,682
|
|
|
23,047
|
|
||||||
Other assets
|
|
(87,377
|
)
|
|
139,872
|
|
|
106,354
|
|
|
(89,591
|
)
|
|
137,792
|
|
|
89,877
|
|
||||||
Accounts payable
|
|
22,638
|
|
|
(84,873
|
)
|
|
(30,771
|
)
|
|
22,834
|
|
|
(83,085
|
)
|
|
(28,538
|
)
|
||||||
Other current liabilities
|
|
34,568
|
|
|
(209,739
|
)
|
|
(54,940
|
)
|
|
35,695
|
|
|
(205,969
|
)
|
|
(34,024
|
)
|
||||||
Other liabilities
|
|
(81,812
|
)
|
|
(19,617
|
)
|
|
(26,219
|
)
|
|
(76,929
|
)
|
|
(20,960
|
)
|
|
(25,562
|
)
|
||||||
|
|
$
|
(21,237
|
)
|
|
$
|
87,124
|
|
|
$
|
126,103
|
|
|
$
|
(20,091
|
)
|
|
$
|
87,239
|
|
|
$
|
94,965
|
|
|
|
Noble - UK
|
|
Noble - Cayman
|
||||||||||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest, net of amounts capitalized
|
|
$
|
246,960
|
|
|
$
|
232,907
|
|
|
$
|
190,917
|
|
|
$
|
246,960
|
|
|
$
|
232,907
|
|
|
$
|
190,917
|
|
Income taxes (net of refunds)
|
|
$
|
30,590
|
|
|
$
|
100,544
|
|
|
$
|
89,292
|
|
|
$
|
30,590
|
|
|
$
|
100,717
|
|
|
$
|
88,948
|
|
Non-cash activities during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spin-off of Paragon Offshore
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
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 7.70% 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 8.70% 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
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
23,160
|
|
|
$
|
29,324
|
|
|
$
|
—
|
|
|
$
|
609,516
|
|
|
$
|
—
|
|
|
$
|
662,011
|
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
24,722
|
|
|
—
|
|
|
—
|
|
|
179,974
|
|
|
—
|
|
|
204,696
|
|
||||||||
Taxes receivable
|
|
—
|
|
|
93,302
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
12,040
|
|
|
—
|
|
|
105,345
|
|
||||||||
Short-term notes receivable from affiliates
|
|
—
|
|
|
—
|
|
|
119,476
|
|
|
—
|
|
|
2,373,452
|
|
|
—
|
|
|
(2,492,928
|
)
|
|
—
|
|
||||||||
Accounts receivable from affiliates
|
|
594,456
|
|
|
1,454
|
|
|
144,367
|
|
|
60,945
|
|
|
465,749
|
|
|
5,813,846
|
|
|
(7,080,817
|
)
|
|
—
|
|
||||||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
1,477
|
|
|
—
|
|
|
1
|
|
|
63,963
|
|
|
—
|
|
|
65,441
|
|
||||||||
Total current assets
|
|
594,467
|
|
|
94,756
|
|
|
313,205
|
|
|
90,269
|
|
|
2,839,202
|
|
|
6,679,339
|
|
|
(9,573,745
|
)
|
|
1,037,493
|
|
||||||||
Property and equipment, at cost
|
|
—
|
|
|
—
|
|
|
857,784
|
|
|
—
|
|
|
—
|
|
|
11,176,547
|
|
|
—
|
|
|
12,034,331
|
|
||||||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(110,005
|
)
|
|
—
|
|
|
—
|
|
|
(2,435,086
|
)
|
|
—
|
|
|
(2,545,091
|
)
|
||||||||
Property and equipment, net
|
|
—
|
|
|
—
|
|
|
747,779
|
|
|
—
|
|
|
—
|
|
|
8,741,461
|
|
|
—
|
|
|
9,489,240
|
|
||||||||
Notes receivable from affiliates
|
|
3,177,248
|
|
|
—
|
|
|
1,199,815
|
|
|
—
|
|
|
3,943,299
|
|
|
1,175,300
|
|
|
(9,495,662
|
)
|
|
—
|
|
||||||||
Investments in affiliates
|
|
4,933,978
|
|
|
4,550,358
|
|
|
5,252,135
|
|
|
12,560,598
|
|
|
7,237,474
|
|
|
—
|
|
|
(34,534,543
|
)
|
|
—
|
|
||||||||
Other assets
|
|
2,663
|
|
|
16,775
|
|
|
8,372
|
|
|
—
|
|
|
—
|
|
|
238,718
|
|
|
—
|
|
|
266,528
|
|
||||||||
Total assets
|
|
$
|
8,708,356
|
|
|
$
|
4,661,889
|
|
|
$
|
7,521,306
|
|
|
$
|
12,650,867
|
|
|
$
|
14,019,975
|
|
|
$
|
16,834,818
|
|
|
$
|
(53,603,950
|
)
|
|
$
|
10,793,261
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term notes payables to affiliates
|
|
$
|
—
|
|
|
$
|
1,605,243
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
887,685
|
|
|
$
|
(2,492,928
|
)
|
|
$
|
—
|
|
Current maturities of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249,843
|
|
||||||||
Accounts payable
|
|
—
|
|
|
—
|
|
|
1,467
|
|
|
—
|
|
|
—
|
|
|
82,406
|
|
|
—
|
|
|
83,873
|
|
||||||||
Accrued payroll and related costs
|
|
—
|
|
|
—
|
|
|
4,780
|
|
|
—
|
|
|
—
|
|
|
50,124
|
|
|
—
|
|
|
54,904
|
|
||||||||
Accounts payable to affiliates
|
|
3,410,669
|
|
|
393,073
|
|
|
1,770,066
|
|
|
661,375
|
|
|
—
|
|
|
845,634
|
|
|
(7,080,817
|
)
|
|
—
|
|
||||||||
Taxes payable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,965
|
|
|
—
|
|
|
33,965
|
|
||||||||
Interest payable
|
|
2,211
|
|
|
—
|
|
|
—
|
|
|
83,960
|
|
|
12,018
|
|
|
—
|
|
|
—
|
|
|
98,189
|
|
||||||||
Other current liabilities
|
|
—
|
|
|
—
|
|
|
5,169
|
|
|
—
|
|
|
—
|
|
|
66,297
|
|
|
—
|
|
|
71,466
|
|
||||||||
Total current liabilities
|
|
3,412,880
|
|
|
1,998,316
|
|
|
1,781,482
|
|
|
995,178
|
|
|
12,018
|
|
|
1,966,111
|
|
|
(9,573,745
|
)
|
|
592,240
|
|
||||||||
Long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,594,332
|
|
|
201,535
|
|
|
—
|
|
|
—
|
|
|
3,795,867
|
|
||||||||
Notes payable to affiliates
|
|
—
|
|
|
700,000
|
|
|
474,637
|
|
|
3,175,663
|
|
|
—
|
|
|
5,145,362
|
|
|
(9,495,662
|
)
|
|
—
|
|
||||||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
164,957
|
|
|
—
|
|
|
164,962
|
|
||||||||
Other liabilities
|
|
19,929
|
|
|
—
|
|
|
30,330
|
|
|
—
|
|
|
—
|
|
|
239,919
|
|
|
—
|
|
|
290,178
|
|
||||||||
Total liabilities
|
|
3,432,809
|
|
|
2,698,316
|
|
|
2,286,454
|
|
|
7,765,173
|
|
|
213,553
|
|
|
7,516,349
|
|
|
(19,069,407
|
)
|
|
4,843,247
|
|
||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total shareholder equity
|
|
5,275,547
|
|
|
1,963,573
|
|
|
5,234,852
|
|
|
4,885,694
|
|
|
13,806,422
|
|
|
8,644,002
|
|
|
(34,534,543
|
)
|
|
5,275,547
|
|
||||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
674,467
|
|
|
—
|
|
|
674,467
|
|
||||||||
Total equity
|
|
5,275,547
|
|
|
1,963,573
|
|
|
5,234,852
|
|
|
4,885,694
|
|
|
13,806,422
|
|
|
9,318,469
|
|
|
(34,534,543
|
)
|
|
5,950,014
|
|
||||||||
Total liabilities and equity
|
|
$
|
8,708,356
|
|
|
$
|
4,661,889
|
|
|
$
|
7,521,306
|
|
|
$
|
12,650,867
|
|
|
$
|
14,019,975
|
|
|
$
|
16,834,818
|
|
|
$
|
(53,603,950
|
)
|
|
$
|
10,793,261
|
|
|
|
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 to 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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,592
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,086,320
|
|
|
$
|
(47,886
|
)
|
|
$
|
1,207,026
|
|
Reimbursables and other
|
|
—
|
|
|
—
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
26,446
|
|
|
—
|
|
|
29,889
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
172,035
|
|
|
—
|
|
|
—
|
|
|
1,112,766
|
|
|
(47,886
|
)
|
|
1,236,915
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contract drilling services
|
|
304
|
|
|
12,090
|
|
|
43,161
|
|
|
3,115
|
|
|
—
|
|
|
627,251
|
|
|
(47,886
|
)
|
|
638,035
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
1,992
|
|
|
—
|
|
|
—
|
|
|
16,443
|
|
|
—
|
|
|
18,435
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
58,236
|
|
|
—
|
|
|
—
|
|
|
484,883
|
|
|
—
|
|
|
543,119
|
|
||||||||
General and administrative
|
|
129
|
|
|
5,761
|
|
|
—
|
|
|
1,588
|
|
|
9
|
|
|
33,600
|
|
|
—
|
|
|
41,087
|
|
||||||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
45,012
|
|
|
—
|
|
|
—
|
|
|
76,627
|
|
|
—
|
|
|
121,639
|
|
||||||||
Total operating costs and expenses
|
|
433
|
|
|
17,851
|
|
|
148,401
|
|
|
4,703
|
|
|
9
|
|
|
1,238,804
|
|
|
(47,886
|
)
|
|
1,362,315
|
|
||||||||
Operating income (loss)
|
|
(433
|
)
|
|
(17,851
|
)
|
|
23,634
|
|
|
(4,703
|
)
|
|
(9
|
)
|
|
(126,038
|
)
|
|
—
|
|
|
(125,400
|
)
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) of unconsolidated affiliates - continuing operations
|
|
(476,382
|
)
|
|
(528,702
|
)
|
|
82,596
|
|
|
188,809
|
|
|
17,874
|
|
|
—
|
|
|
715,805
|
|
|
—
|
|
||||||||
Income (loss) of unconsolidated affiliates - discontinued operations, net of tax
|
|
2,967
|
|
|
4,566
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,533
|
)
|
|
—
|
|
||||||||
Interest expense, net of amounts capitalized
|
|
(10,951
|
)
|
|
(32,838
|
)
|
|
(13,493
|
)
|
|
(430,580
|
)
|
|
(15,288
|
)
|
|
(130,442
|
)
|
|
341,603
|
|
|
(291,989
|
)
|
||||||||
Interest income and other, net
|
|
10,483
|
|
|
(141
|
)
|
|
87,287
|
|
|
4,771
|
|
|
224,772
|
|
|
19,716
|
|
|
(341,603
|
)
|
|
5,285
|
|
||||||||
Income (loss) before income taxes
|
|
(474,316
|
)
|
|
(574,966
|
)
|
|
180,024
|
|
|
(241,703
|
)
|
|
227,349
|
|
|
(236,764
|
)
|
|
708,272
|
|
|
(412,104
|
)
|
||||||||
Income tax benefit (provision)
|
|
—
|
|
|
241,960
|
|
|
(440
|
)
|
|
—
|
|
|
—
|
|
|
(284,115
|
)
|
|
—
|
|
|
(42,595
|
)
|
||||||||
Net income (loss) from continuing operations
|
|
(474,316
|
)
|
|
(333,006
|
)
|
|
179,584
|
|
|
(241,703
|
)
|
|
227,349
|
|
|
(520,879
|
)
|
|
708,272
|
|
|
(454,699
|
)
|
||||||||
Net income (loss) from discontinuing operations, net of tax
|
|
—
|
|
|
(1,598
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,565
|
|
|
—
|
|
|
2,967
|
|
||||||||
Net income (loss)
|
|
(474,316
|
)
|
|
(334,604
|
)
|
|
179,584
|
|
|
(241,703
|
)
|
|
227,349
|
|
|
(516,314
|
)
|
|
708,272
|
|
|
(451,732
|
)
|
||||||||
Net (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,589
|
)
|
|
(1,995
|
)
|
|
(22,584
|
)
|
||||||||
Net income (loss) attributable to Noble Corporation
|
|
(474,316
|
)
|
|
(334,604
|
)
|
|
179,584
|
|
|
(241,703
|
)
|
|
227,349
|
|
|
(536,903
|
)
|
|
706,277
|
|
|
(474,316
|
)
|
||||||||
Other comprehensive income (loss), net
|
|
9,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,252
|
|
|
(9,252
|
)
|
|
9,252
|
|
||||||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(465,064
|
)
|
|
$
|
(334,604
|
)
|
|
$
|
179,584
|
|
|
$
|
(241,703
|
)
|
|
$
|
227,349
|
|
|
$
|
(527,651
|
)
|
|
$
|
697,025
|
|
|
$
|
(465,064
|
)
|
|
|
Noble-
Cayman |
|
NHUS
|
|
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 and other
|
|
—
|
|
|
—
|
|
|
9,190
|
|
|
—
|
|
|
—
|
|
|
51,375
|
|
|
—
|
|
|
60,565
|
|
||||||||
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 |
|
NHUS
|
|
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 and other
|
|
—
|
|
|
—
|
|
|
18,529
|
|
|
—
|
|
|
—
|
|
|
72,313
|
|
|
—
|
|
|
90,842
|
|
|||||||||
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
|
)
|
|||||||||
Gain on extinguishment of debt, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Interest income and other, net
|
|
24,188
|
|
|
4,852
|
|
|
52,026
|
|
|
71,617
|
|
|
5,165
|
|
|
75,071
|
|
|
(198,255
|
)
|
|
34,664
|
|
|||||||||
Income (loss) from continuing operations 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 (loss)
|
|
534,811
|
|
|
(32,533
|
)
|
|
112,720
|
|
|
660,980
|
|
|
627,442
|
|
|
1,142,828
|
|
|
(2,439,236
|
)
|
|
607,012
|
|
|||||||||
Net (income) loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,240
|
)
|
|
33,039
|
|
|
(72,201
|
)
|
|||||||||
Net income (loss) 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 (loss), net
|
|
6,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,243
|
|
|
(6,243
|
)
|
|
6,243
|
|
|||||||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
541,054
|
|
|
$
|
(32,533
|
)
|
|
$
|
112,720
|
|
|
$
|
660,980
|
|
|
$
|
627,442
|
|
|
$
|
1,043,831
|
|
|
$
|
(2,412,440
|
)
|
|
$
|
541,054
|
|
|
|
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
|
|
$
|
32,195
|
|
|
$
|
100,883
|
|
|
$
|
209,898
|
|
|
$
|
(403,391
|
)
|
|
$
|
217,080
|
|
|
$
|
335,672
|
|
|
$
|
—
|
|
|
$
|
492,337
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(3,622
|
)
|
|
—
|
|
|
—
|
|
|
(154,348
|
)
|
|
—
|
|
|
(157,970
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
2,336
|
|
|
—
|
|
|
2,382
|
|
||||||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(3,576
|
)
|
|
—
|
|
|
—
|
|
|
(152,012
|
)
|
|
—
|
|
|
(155,588
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
||||||||
Debt issuance costs on senior notes and credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,881
|
)
|
|
—
|
|
|
(56,881
|
)
|
||||||||
Contributions from parent company, net
|
|
28,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,352
|
|
||||||||
Advances (to) from affiliates
|
|
(63,073
|
)
|
|
(100,883
|
)
|
|
(194,017
|
)
|
|
732,757
|
|
|
(217,080
|
)
|
|
(157,704
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) financing activities
|
|
(34,721
|
)
|
|
(100,883
|
)
|
|
(194,017
|
)
|
|
432,715
|
|
|
(217,080
|
)
|
|
(214,585
|
)
|
|
—
|
|
|
(328,571
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
(2,526
|
)
|
|
—
|
|
|
12,305
|
|
|
29,324
|
|
|
—
|
|
|
(30,925
|
)
|
|
—
|
|
|
8,178
|
|
||||||||
Cash and cash equivalents, beginning of period
|
|
2,537
|
|
|
—
|
|
|
10,855
|
|
|
—
|
|
|
—
|
|
|
640,441
|
|
|
—
|
|
|
653,833
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
23,160
|
|
|
$
|
29,324
|
|
|
$
|
—
|
|
|
$
|
609,516
|
|
|
$
|
—
|
|
|
$
|
662,011
|
|
|
|
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
|
|
$
|
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
|
|
||||||||
Net cash used in 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
|
|
||||||||
Tender offer premium
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,649
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,649
|
)
|
||||||||
Debt issuance costs on senior notes and credit facilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,111
|
)
|
||||||||
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
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) 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 |
|
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
|
|
$
|
(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 provided by (used in) 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
|
)
|
||||||||
Notes payable to affiliates
|
|
(608,771
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124,951
|
)
|
|
733,722
|
|
|
—
|
|
||||||||
Advances (to) from affiliates
|
|
2,047,563
|
|
|
53,686
|
|
|
103,234
|
|
|
(1,074,144
|
)
|
|
20,292
|
|
|
(1,150,631
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) 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
|
|
|
|
Quarters Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2017
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
362,976
|
|
|
$
|
278,142
|
|
|
$
|
266,212
|
|
|
$
|
329,585
|
|
Operating income (loss)
|
|
45,847
|
|
|
(43,875
|
)
|
|
(55,588
|
)
|
|
(109,656
|
)
|
||||
Net loss from continuing operations
|
|
(301,694
|
)
|
|
(91,864
|
)
|
|
(96,792
|
)
|
|
(24,675
|
)
|
||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
(1,486
|
)
|
|
—
|
|
|
—
|
|
||||
Net loss per share from continuing operations attributable to Noble-UK
(1)
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
|
(1.24
|
)
|
|
(0.37
|
)
|
|
(0.40
|
)
|
|
(0.10
|
)
|
||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
||||
Diluted
|
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
|
(1.24
|
)
|
|
(0.37
|
)
|
|
(0.40
|
)
|
|
(0.10
|
)
|
||||
Net loss from discontinued operations, net of tax
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 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
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
0.42
|
|
|
1.28
|
|
|
(0.23
|
)
|
|
(5.36
|
)
|
||||
Diluted
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
|
0.42
|
|
|
1.28
|
|
|
(0.23
|
)
|
|
(5.36
|
)
|
(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.
|
Name
|
|
Age
|
|
Position
|
Julie J. Robertson
|
|
62
|
|
Chairman, President and Chief Executive Officer
|
Adam C. Peakes
|
|
44
|
|
Senior Vice President and Chief Financial Officer
|
William E. Turcotte
|
|
54
|
|
Senior Vice President and General Counsel
|
Robert W. Eifler
|
|
38
|
|
Vice President and General Manager - Marketing and Contracts
|
Scott W. Marks
|
|
58
|
|
Senior Vice President - Engineering
|
Bernie G. Wolford
|
|
58
|
|
Senior Vice President - Operations
|
Thomas B Sloan Jr.
|
|
51
|
|
Vice President and Controller
|
(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:
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
10.6*
|
|
|
|
|
|
10.7*
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
10.9*
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.10*
|
|
|
|
|
|
10.11*
|
|
|
|
|
|
10.12*
|
|
|
|
|
|
10.13*
|
|
|
|
|
|
10.14*
|
|
|
|
|
|
10.15*
|
|
|
|
|
|
10.16*
|
|
|
|
|
|
10.17*
|
|
|
|
|
|
10.18*
|
|
|
|
|
|
10.19*
|
|
|
|
|
|
10.20*
|
|
|
|
|
|
10.21*
|
|
|
|
|
|
10.22*
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
10.23*
|
|
|
|
|
|
10.24*
|
|
|
|
|
|
10.25*
|
|
|
|
|
|
10.26*
|
|
|
|
|
|
10.27*
|
|
|
|
|
|
10.28*
|
|
|
|
|
|
10.29*
|
|
|
|
|
|
10.30*
|
|
|
|
|
|
10.31*
|
|
|
|
|
|
10.32*
|
|
|
|
|
|
10.33*
|
|
|
|
|
|
10.34*
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.35*
|
|
|
|
|
|
10.36*
|
|
|
|
|
|
10.37*
|
|
|
|
|
|
10.38*
|
|
|
|
|
|
10.39*
|
|
|
|
|
|
10.40*
|
|
|
|
|
|
10.41*
|
|
|
|
|
|
10.42*
|
|
|
|
|
|
10.43*
|
|
|
|
|
|
10.44*
|
|
|
|
|
|
10.45*
|
|
|
|
|
|
10.46*
|
|
|
|
|
|
10.47*
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
10.48*
|
|
|
|
|
|
10.49*
|
|
|
|
|
|
10.50*
|
|
|
|
|
|
10.51*
|
|
|
|
|
|
10.52*
|
|
|
|
|
|
10.53*
|
|
|
|
|
|
10.55*
|
|
|
|
|
|
10.56*
|
|
|
|
|
|
10.57*
|
|
|
|
|
|
10.58*
|
|
|
|
|
|
10.59*
|
|
|
|
|
|
10.60*
|
|
|
|
|
|
10.61*
|
|
|
|
|
|
10.62
|
|
|
|
|
|
10.63
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
|
|
|
10.64*
|
|
|
|
|
|
10.65*
|
|
|
|
|
|
10.66*
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
23.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
31.3
|
|
|
|
|
|
32.1+
|
|
|
|
|
|
32.2+
|
|
|
|
|
|
32.3+
|
|
|
|
|
|
101
|
|
Interactive Data File
|
*
|
Management contract or compensatory plan or arrangement.
|
+
|
Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
|
February 23, 2018
|
By:
|
/s/ Julie J. Robertson
|
|
|
Julie J. Robertson
Chairman, President and Chief Executive Officer
|
/s/ Julie J. Robertson
|
|
February 23, 2018
|
Julie J. Robertson
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Adam C. Peakes
|
|
February 23, 2018
|
Adam C. Peakes
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
Date
|
|
|
|
/s/ Thomas B Sloan Jr.
|
|
February 23, 2018
|
Thomas B Sloan Jr.
Vice President and Controller
(Principal Accounting Officer)
|
|
Date
|
|
|
|
/s/ Ashley Almanza
|
|
February 23, 2018
|
Ashley Almanza Director
|
|
Date
|
|
|
|
/s/ Julie H. Edwards
|
|
February 23, 2018
|
Julie H. Edwards Director
|
|
Date
|
|
|
|
/s/ Gordon T. Hall
|
|
February 23, 2018
|
Gordon T. Hall Director
|
|
Date
|
|
|
|
/s/ Scott D. Josey
|
|
February 23, 2018
|
Scott D. Josey Director
|
|
Date
|
|
|
|
|
|
|
|
|
|
/s/ Jon A. Marshall
|
|
February 23, 2018
|
Jon A. Marshall Director
|
|
Date
|
|
|
|
/s/ Mary P. Ricciardello
|
|
February 23, 2018
|
Mary P. Ricciardello Director
|
|
Date
|
February 23, 2018
|
By:
|
/s/ Julie J. Robertson
|
|
|
Julie J. Robertson
President and Chief Executive Officer
|
/s/ Julie J. Robertson
|
|
February 23, 2018
|
Julie J. Robertson
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Thomas B Sloan Jr.
|
|
February 23, 2018
|
Thomas B Sloan Jr.
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date
|
|
|
|
/s/ David M.J. Dujacquier
|
|
February 23, 2018
|
David M.J. Dujacquier Director
|
|
Date
|
|
|
|
/s/ Alan R. Hay
|
|
February 23, 2018
|
Alan R. Hay Director
|
|
Date
|
|
|
|
RESTATED EMPLOYMENT AGREEMENT
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
Page
|
1
|
|
|
Employment
|
1
|
|
|
|
2.
Employment
Term 2
|
|
|
|
|
Term
|
2
|
|
(a)
|
|
Relationship Prior to Effective Date
|
2
|
3
|
(b)
|
|
Positions and Duties
|
2
|
4
|
|
|
Compensation and Related Matters
|
3
|
|
|
|
Base Salary
|
3
|
|
(a)
|
|
Annual Bonus
|
4
|
|
(b)
|
|
Employee Benefits.
|
4
|
|
(c)
|
(i)
|
Incentive, Savings and Retirement Plans
|
4
|
|
(i)
|
(ii)
|
Welfare Benefit Plans
|
4
|
|
(ii)
|
|
Expenses
|
5
|
|
(d)
|
|
Fringe Benefits
|
5
|
|
(e)
|
|
Vacation
|
5
|
|
(f)
|
|
Termination of Employment.
|
5
|
5
|
|
|
Death
|
5
|
|
(a)
|
|
Disability
|
5
|
|
(b)
|
|
Termination by Company
|
6
|
|
(c)
|
|
Termination by Executive
|
6
|
|
(d)
|
|
Notice of Termination
|
7
|
|
(e)
|
|
Date of Termination
|
7
|
|
(f)
|
|
Obligations of the Company upon Separation from Service
|
8
|
6
|
|
|
Good Reason or During the Window Period; Other Than for Cause, Death or Disability
|
8
|
|
(a)
|
|
Death
|
10
|
|
(b)
|
|
Disability
|
10
|
|
(c)
|
|
Cause; Other than for Good Reason or During the Window Period
|
11
|
|
(d)
|
|
Payment Delay for Specified Employee
|
11
|
|
(e)
|
|
Certain Additional Payments by the Company
|
12
|
7
|
|
|
Representations and Warranties
|
14
|
8
|
|
|
Confidential Information
|
15
|
9
|
|
|
Certain Definitions
|
15
|
10
|
(a)
|
|
Effective Date
|
15
|
|
(b)
|
|
Change of Control Period
|
15
|
|
(c)
|
|
Change of Control
|
15
|
|
(d)
|
|
Separation from Service
|
18
|
|
(e)
|
|
Specified Employee
|
18
|
|
(f)
|
|
Separation Date
|
18
|
11
|
|
|
Full Settlement
|
18
|
12
|
|
|
No Effect on Other Contractual Rights
|
19
|
13
|
|
|
Indemnification; Directors and Officers Insurance
|
19
|
14
|
|
|
Injunctive Relief
|
19
|
15
|
|
|
Governing Law
|
20
|
16
|
|
|
Notices
|
20
|
17
|
|
|
Binding Effect; Assignment; No Third Party Benefit
|
20
|
18
|
|
|
Miscellaneous
|
21
|
|
(a)
|
|
Amendment
|
21
|
|
(b)
|
|
Waiver
|
21
|
|
(c)
|
|
Withholding Taxes
|
21
|
|
(d)
|
|
Nonalienation of Benefits
|
21
|
|
(e)
|
|
Severability
|
21
|
|
(f)
|
|
Entire Agreement
|
21
|
|
(g)
|
|
Captions
|
21
|
|
(h)
|
|
References
|
22
|
Acting by:
|
/s/ Adam C. Peakes
Adam C. Peakes, |
|
|
|
|
NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2017)
|
|
||
|
|
||
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, 2017)
|
|
||
|
|
||
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
|
|
Switzerland
|
|
Noble Holding Europe S.à r.l.
|
|
Luxembourg
|
|
Noble Leasing (Switzerland) GmbH
|
|
Switzerland
|
|
Noble Mexico Services Limited
|
|
Cayman Islands
|
|
Noble Mexico Limited
|
|
Cayman Islands
|
|
Noble International Finance Company
|
|
Cayman Islands
|
|
Noble Drilling (TVL) Ltd.
|
|
Cayman Islands
|
|
Noble Drilling (Carmen) Limited
|
|
Cayman Islands
|
|
Noble Gene Rosser Limited
|
|
Cayman Islands
|
|
Noble Campeche Limited
|
|
Cayman Islands
|
|
Noble Offshore Mexico Limited
|
|
Cayman Islands
|
|
Noble Offshore Contracting Limited
|
|
Cayman Islands
|
|
Noble Dave Beard Limited
|
|
Cayman Islands
|
|
Sedco Dubai LLC
|
|
Dubai, UAE
|
|
Noble Drilling (Paul Wolff) Ltd.
|
|
Cayman Islands
|
|
Noble India Limited
|
|
Cayman Islands
|
|
Noble Drilling Arabia Company Ltd.
|
|
Saudi Arabia
|
|
Noble Drilling (Land Support) Limited
|
|
Scotland
|
|
Noble Drilling (Norway) AS
|
|
Norway
|
|
Noble Drilling Offshore (Labuan) Pte Ltd.
|
|
Labuan, Malaysia
|
|
|
|
|
|
NOBLE CORPORATION PLC SUBSIDIARIES (as of December 31, 2017)
|
|
||
|
|
||
Noble Contracting Offshore Drilling (M) Sdn Bhd
|
|
Malaysia
|
|
Noble Drilling International Services Pte. Ltd. (pending dissolution)
|
|
Singapore
|
|
Noble Offshore (North Sea) Ltd.
|
|
Cayman Islands
|
|
Noble Offshore Services de Mexico, S. de R.L. de C.V.
|
|
Mexico
|
|
Noble Drilling Services (Canada) Corporation
|
|
Nova Scotia, Canada
|
|
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 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/ Julie J. Robertson
|
February 23, 2018
|
Julie J. Robertson
|
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 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 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
|
February 23, 2018
|
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 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.
|
|
|
/s/ Thomas B Sloan Jr.
|
February 23, 2018
|
Thomas B Sloan Jr.
|
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.
|
February 23, 2018
|
/s/ Julie J. Robertson
|
|
Julie J. Robertson
|
|
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.
|
February 23, 2018
|
/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.
|
February 23, 2018
|
|
/s/ Thomas B Sloan Jr.
|
|
|
Thomas B Sloan Jr.
|
|
|
Vice President and Chief Financial Officer
of Noble Corporation, a Cayman Islands company
|