x
|
QUARTERLY 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)
|
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
|
|
|
|
|
|
|
Noble Corporation plc (Noble-UK) Financial Statements:
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
Noble Corporation (Noble-Cayman) Financial Statements:
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Item 2
|
|
|
||
Item 3
|
|
|
||
Item 4
|
|
|
||
PART II
|
|
|
|
|
Item 1
|
|
|
||
Item 1A
|
|
|
||
Item 2
|
|
|
||
Item 6
|
|
|
||
|
|
|
||
|
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
461,678
|
|
|
$
|
662,829
|
|
Accounts receivable, net
|
|
181,804
|
|
|
204,696
|
|
||
Taxes receivable
|
|
21,530
|
|
|
105,345
|
|
||
Prepaid expenses and other current assets
|
|
55,448
|
|
|
66,105
|
|
||
Total current assets
|
|
720,460
|
|
|
1,038,975
|
|
||
Property and equipment, at cost
|
|
12,072,297
|
|
|
12,034,331
|
|
||
Accumulated depreciation
|
|
(2,673,437
|
)
|
|
(2,545,091
|
)
|
||
Property and equipment, net
|
|
9,398,860
|
|
|
9,489,240
|
|
||
Other assets
|
|
148,803
|
|
|
266,444
|
|
||
Total assets
|
|
$
|
10,268,123
|
|
|
$
|
10,794,659
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
249,843
|
|
Accounts payable
|
|
94,275
|
|
|
84,032
|
|
||
Accrued payroll and related costs
|
|
35,473
|
|
|
54,904
|
|
||
Taxes payable
|
|
29,345
|
|
|
34,391
|
|
||
Interest payable
|
|
67,649
|
|
|
98,189
|
|
||
Other current liabilities
|
|
67,708
|
|
|
71,665
|
|
||
Total current liabilities
|
|
294,450
|
|
|
593,024
|
|
||
Long-term debt
|
|
3,841,350
|
|
|
3,795,867
|
|
||
Deferred income taxes
|
|
181,573
|
|
|
164,962
|
|
||
Other liabilities
|
|
291,965
|
|
|
290,178
|
|
||
Total liabilities
|
|
4,609,338
|
|
|
4,844,031
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Shareholders' equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 246,778 and 244,971 shares outstanding as of March 31, 2018 and December 31, 2017, respectively
|
|
2,464
|
|
|
2,450
|
|
||
Additional paid-in capital
|
|
681,883
|
|
|
678,922
|
|
||
Retained earnings
|
|
4,351,061
|
|
|
4,637,677
|
|
||
Accumulated other comprehensive loss
|
|
(47,437
|
)
|
|
(42,888
|
)
|
||
Total shareholders' equity
|
|
4,987,971
|
|
|
5,276,161
|
|
||
Noncontrolling interests
|
|
670,814
|
|
|
674,467
|
|
||
Total equity
|
|
5,658,785
|
|
|
5,950,628
|
|
||
Total liabilities and equity
|
|
$
|
10,268,123
|
|
|
$
|
10,794,659
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Operating revenues
|
|
|
|
|
||||
Contract drilling services
|
|
$
|
229,106
|
|
|
$
|
354,659
|
|
Reimbursables and other
|
|
6,051
|
|
|
8,317
|
|
||
|
|
235,157
|
|
|
362,976
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Contract drilling services
|
|
136,849
|
|
|
160,769
|
|
||
Reimbursables
|
|
4,350
|
|
|
5,146
|
|
||
Depreciation and amortization
|
|
128,755
|
|
|
135,718
|
|
||
General and administrative
|
|
22,083
|
|
|
15,880
|
|
||
|
|
292,037
|
|
|
317,513
|
|
||
Operating income (loss)
|
|
(56,880
|
)
|
|
45,463
|
|
||
Other income (expense)
|
|
|
|
|
||||
Interest expense
|
|
(76,015
|
)
|
|
(73,447
|
)
|
||
Loss on extinguishment of debt, net
|
|
(8,768
|
)
|
|
—
|
|
||
Interest income and other, net
|
|
1,339
|
|
|
1,617
|
|
||
Loss from continuing operations before income taxes
|
|
(140,324
|
)
|
|
(26,367
|
)
|
||
Income tax provision
|
|
(2,996
|
)
|
|
(257,407
|
)
|
||
Net loss
|
|
(143,320
|
)
|
|
(283,774
|
)
|
||
Net (income) loss attributable to noncontrolling interests
|
|
986
|
|
|
(17,920
|
)
|
||
Net loss attributable to Noble Corporation plc
|
|
$
|
(142,334
|
)
|
|
$
|
(301,694
|
)
|
Per share data
|
|
|
|
|
||||
Basic
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
Diluted
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(143,320
|
)
|
|
$
|
(283,774
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
667
|
|
|
186
|
|
||
Foreign currency forward contracts
|
|
—
|
|
|
(110
|
)
|
||
Amortization of deferred pension plan amounts (net of tax provision of $87 and $167 for the three months ended March 31, 2018 and 2017, respectively)
|
|
324
|
|
|
392
|
|
||
Other comprehensive income, net
|
|
991
|
|
|
468
|
|
||
Net comprehensive (income) loss attributable to noncontrolling interests
|
|
986
|
|
|
(17,920
|
)
|
||
Comprehensive loss attributable to Noble Corporation plc
|
|
$
|
(141,343
|
)
|
|
$
|
(301,226
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(143,320
|
)
|
|
$
|
(283,774
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
128,755
|
|
|
135,718
|
|
||
Loss on extinguishment of debt, net
|
|
8,768
|
|
|
—
|
|
||
Deferred income taxes
|
|
(4,906
|
)
|
|
268,076
|
|
||
Amortization of share-based compensation
|
|
6,282
|
|
|
7,297
|
|
||
Other costs, net
|
|
3,626
|
|
|
—
|
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
84,486
|
|
|
—
|
|
||
Net changes in other operating assets and liabilities
|
|
(28,778
|
)
|
|
14,556
|
|
||
Net cash provided by operating activities
|
|
54,913
|
|
|
141,873
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(33,816
|
)
|
|
(38,382
|
)
|
||
Proceeds from disposal of assets
|
|
117
|
|
|
273
|
|
||
Net cash used in investing activities
|
|
(33,699
|
)
|
|
(38,109
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Issuance of senior notes
|
|
750,000
|
|
|
—
|
|
||
Repayments of debt
|
|
(952,209
|
)
|
|
(300,000
|
)
|
||
Debt issuance costs on senior notes and credit facilities
|
|
(14,184
|
)
|
|
(42
|
)
|
||
Dividends paid to noncontrolling interests
|
|
(2,667
|
)
|
|
(5,393
|
)
|
||
Taxes withheld on employee stock transactions
|
|
(3,305
|
)
|
|
(4,280
|
)
|
||
Net cash used in financing activities
|
|
(222,365
|
)
|
|
(309,715
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(201,151
|
)
|
|
(205,951
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
662,829
|
|
|
725,722
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
461,678
|
|
|
$
|
519,771
|
|
|
|
Shares
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2016
|
|
243,239
|
|
|
$
|
2,432
|
|
|
$
|
654,168
|
|
|
$
|
5,154,221
|
|
|
$
|
(52,140
|
)
|
|
$
|
708,764
|
|
|
$
|
6,467,445
|
|
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
7,297
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,297
|
|
||||||
Issuance of share-based compensation shares
|
|
1,446
|
|
|
15
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(4,295
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,295
|
)
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(301,694
|
)
|
|
—
|
|
|
17,920
|
|
|
(283,774
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
(5,393
|
)
|
||||||
Dividend equivalents
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
468
|
|
||||||
Balance at March 31, 2017
|
|
244,685
|
|
|
$
|
2,447
|
|
|
$
|
657,149
|
|
|
$
|
4,852,610
|
|
|
$
|
(51,672
|
)
|
|
$
|
721,291
|
|
|
$
|
6,181,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017
|
|
244,971
|
|
|
$
|
2,450
|
|
|
$
|
678,922
|
|
|
$
|
4,637,677
|
|
|
$
|
(42,888
|
)
|
|
$
|
674,467
|
|
|
$
|
5,950,628
|
|
Tax effect of intra-entity asset transfers (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,938
|
)
|
|
—
|
|
|
—
|
|
|
(149,938
|
)
|
||||||
Stranded tax effect resulting from the Tax Cuts and Job Act (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,540
|
|
|
(5,540
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at January 1, 2018
|
|
244,971
|
|
|
2,450
|
|
|
678,922
|
|
|
4,493,279
|
|
|
(48,428
|
)
|
|
674,467
|
|
|
5,800,690
|
|
||||||
Employee related equity activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization of share-based compensation
|
|
—
|
|
|
—
|
|
|
6,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,282
|
|
||||||
Issuance of share-based compensation shares
|
|
1,807
|
|
|
14
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||||
Shares withheld for taxes on equity transactions
|
|
—
|
|
|
—
|
|
|
(3,319
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,319
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142,334
|
)
|
|
—
|
|
|
(986
|
)
|
|
(143,320
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,667
|
)
|
|
(2,667
|
)
|
||||||
Dividend equivalents
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
116
|
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
—
|
|
|
991
|
|
||||||
Balance at March 31, 2018
|
|
246,778
|
|
|
2,464
|
|
|
681,883
|
|
|
4,351,061
|
|
|
(47,437
|
)
|
|
670,814
|
|
|
5,658,785
|
|
(1)
|
Activity associated with dividend equivalents, which are related to 2016 performance awards to be paid upon vesting.
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
460,831
|
|
|
$
|
662,011
|
|
Accounts receivable, net
|
|
181,804
|
|
|
204,696
|
|
||
Taxes receivable
|
|
21,530
|
|
|
105,345
|
|
||
Prepaid expenses and other current assets
|
|
55,070
|
|
|
65,441
|
|
||
Total current assets
|
|
719,235
|
|
|
1,037,493
|
|
||
Property and equipment, at cost
|
|
12,072,297
|
|
|
12,034,331
|
|
||
Accumulated depreciation
|
|
(2,673,437
|
)
|
|
(2,545,091
|
)
|
||
Property and equipment, net
|
|
9,398,860
|
|
|
9,489,240
|
|
||
Other assets
|
|
148,887
|
|
|
266,528
|
|
||
Total assets
|
|
$
|
10,266,982
|
|
|
$
|
10,793,261
|
|
LIABILITIES AND EQUITY
|
||||||||
Current liabilities
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
249,843
|
|
Accounts payable
|
|
94,115
|
|
|
83,873
|
|
||
Accrued payroll and related costs
|
|
35,551
|
|
|
54,904
|
|
||
Taxes payable
|
|
28,919
|
|
|
33,965
|
|
||
Interest payable
|
|
67,649
|
|
|
98,189
|
|
||
Other current liabilities
|
|
67,625
|
|
|
71,466
|
|
||
Total current liabilities
|
|
293,859
|
|
|
592,240
|
|
||
Long-term debt
|
|
3,841,350
|
|
|
3,795,867
|
|
||
Deferred income taxes
|
|
181,573
|
|
|
164,962
|
|
||
Other liabilities
|
|
291,965
|
|
|
290,178
|
|
||
Total liabilities
|
|
4,608,747
|
|
|
4,843,247
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Shareholder equity
|
|
|
|
|
||||
Common stock, $0.01 par value, ordinary shares; 261,246 shares outstanding as of March 31, 2018 and December 31, 2017
|
|
26,125
|
|
|
26,125
|
|
||
Capital in excess of par value
|
|
629,419
|
|
|
623,137
|
|
||
Retained earnings
|
|
4,379,314
|
|
|
4,669,173
|
|
||
Accumulated other comprehensive loss
|
|
(47,437
|
)
|
|
(42,888
|
)
|
||
Total shareholder equity
|
|
4,987,421
|
|
|
5,275,547
|
|
||
Noncontrolling interests
|
|
670,814
|
|
|
674,467
|
|
||
Total equity
|
|
5,658,235
|
|
|
5,950,014
|
|
||
Total liabilities and equity
|
|
$
|
10,266,982
|
|
|
$
|
10,793,261
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Operating revenues
|
|
|
|
|
||||
Contract drilling services
|
|
$
|
229,106
|
|
|
$
|
354,659
|
|
Reimbursables and other
|
|
6,050
|
|
|
8,317
|
|
||
|
|
235,156
|
|
|
362,976
|
|
||
Operating costs and expenses
|
|
|
|
|
||||
Contract drilling services
|
|
136,406
|
|
|
160,400
|
|
||
Reimbursables
|
|
4,350
|
|
|
5,146
|
|
||
Depreciation and amortization
|
|
127,639
|
|
|
135,718
|
|
||
General and administrative
|
|
13,457
|
|
|
9,064
|
|
||
|
|
281,852
|
|
|
310,328
|
|
||
Operating income (loss)
|
|
(46,696
|
)
|
|
52,648
|
|
||
Other income (expense)
|
|
|
|
|
||||
Interest expense
|
|
(76,015
|
)
|
|
(73,447
|
)
|
||
Loss on extinguishment of debt, net
|
|
(8,768
|
)
|
|
—
|
|
||
Interest income and other, net
|
|
1,346
|
|
|
1,503
|
|
||
Loss from continuing operations before income taxes
|
|
(130,133
|
)
|
|
(19,296
|
)
|
||
Income tax provision
|
|
(2,996
|
)
|
|
(257,373
|
)
|
||
Net loss
|
|
(133,129
|
)
|
|
(276,669
|
)
|
||
Net (income) loss attributable to noncontrolling interests
|
|
986
|
|
|
(17,920
|
)
|
||
Net loss attributable to Noble Corporation
|
|
$
|
(132,143
|
)
|
|
$
|
(294,589
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Net loss
|
|
$
|
(133,129
|
)
|
|
$
|
(276,669
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
667
|
|
|
186
|
|
||
Foreign currency forward contracts
|
|
—
|
|
|
(110
|
)
|
||
Amortization of deferred pension plan amounts (net of tax provision of $87 and $167 for the three months ended March 31, 2018 and 2017, respectively)
|
|
324
|
|
|
392
|
|
||
Other comprehensive income, net
|
|
991
|
|
|
468
|
|
||
Net comprehensive (income) loss attributable to noncontrolling interests
|
|
986
|
|
|
(17,920
|
)
|
||
Comprehensive loss attributable to Noble Corporation
|
|
$
|
(131,152
|
)
|
|
$
|
(294,121
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(133,129
|
)
|
|
$
|
(276,669
|
)
|
Adjustments to reconcile net loss to net cash flow from operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
127,639
|
|
|
135,718
|
|
||
Loss on extinguishment of debt, net
|
|
8,768
|
|
|
—
|
|
||
Deferred income taxes
|
|
(4,906
|
)
|
|
268,076
|
|
||
Amortization of share-based compensation
|
|
6,282
|
|
|
7,265
|
|
||
Other costs, net
|
|
3,626
|
|
|
—
|
|
||
Changes in components of working capital:
|
|
|
|
|
||||
Change in taxes receivable
|
|
84,486
|
|
|
—
|
|
||
Net changes in other operating assets and liabilities
|
|
(27,869
|
)
|
|
14,125
|
|
||
Net cash provided by operating activities
|
|
64,897
|
|
|
148,515
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Capital expenditures
|
|
(33,816
|
)
|
|
(38,382
|
)
|
||
Proceeds from disposal of assets
|
|
117
|
|
|
273
|
|
||
Net cash used in investing activities
|
|
(33,699
|
)
|
|
(38,109
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Issuance of senior notes
|
|
750,000
|
|
|
—
|
|
||
Repayments of debt
|
|
(952,209
|
)
|
|
(300,000
|
)
|
||
Debt issuance costs on senior notes and credit facility
|
|
(14,184
|
)
|
|
(42
|
)
|
||
Dividends paid to noncontrolling interests
|
|
(2,667
|
)
|
|
(5,393
|
)
|
||
Contributions from (distributions to) parent company, net
|
|
(13,318
|
)
|
|
60,164
|
|
||
Net cash used in financing activities
|
|
(232,378
|
)
|
|
(245,271
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(201,180
|
)
|
|
(134,865
|
)
|
||
Cash and cash equivalents, beginning of period
|
|
662,011
|
|
|
653,833
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
460,831
|
|
|
$
|
518,968
|
|
|
|
Shares
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
|
Total Equity
|
|||||||||||||||
|
|
Balance
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
||||||
Share-based compensation contribution by parent
|
|
—
|
|
|
—
|
|
|
7,265
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,265
|
|
||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(294,589
|
)
|
|
—
|
|
|
17,920
|
|
|
(276,669
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
(5,393
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
468
|
|
||||||
Balance at March 31, 2017
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
601,356
|
|
|
$
|
4,880,712
|
|
|
$
|
(51,672
|
)
|
|
$
|
721,291
|
|
|
$
|
6,177,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2017
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
623,137
|
|
|
$
|
4,669,173
|
|
|
$
|
(42,888
|
)
|
|
$
|
674,467
|
|
|
$
|
5,950,014
|
|
Tax effect of intra-entity asset transfers (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,938
|
)
|
|
—
|
|
|
—
|
|
|
(149,938
|
)
|
||||||
Stranded tax effect resulting from the Tax Cuts and Job Act (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,540
|
|
|
(5,540
|
)
|
|
—
|
|
|
—
|
|
||||||
Balance at January 1, 2018
|
|
261,246
|
|
|
26,125
|
|
|
623,137
|
|
|
4,524,775
|
|
|
(48,428
|
)
|
|
674,467
|
|
|
5,800,076
|
|
||||||
Distribution to parent company, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,318
|
)
|
|
—
|
|
|
—
|
|
|
(13,318
|
)
|
||||||
Share-based compensation contribution by parent
|
|
—
|
|
|
—
|
|
|
6,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,282
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,143
|
)
|
|
—
|
|
|
(986
|
)
|
|
(133,129
|
)
|
||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,667
|
)
|
|
(2,667
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
—
|
|
|
991
|
|
||||||
Balance at March 31, 2018
|
|
261,246
|
|
|
$
|
26,125
|
|
|
$
|
629,419
|
|
|
$
|
4,379,314
|
|
|
$
|
(47,437
|
)
|
|
$
|
670,814
|
|
|
$
|
5,658,235
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
||||
Net loss attributable to Noble-UK
|
|
$
|
(142,334
|
)
|
|
$
|
(301,694
|
)
|
Net loss from continuing operations to common shareholders - basic
|
|
$
|
(142,334
|
)
|
|
$
|
(301,694
|
)
|
Diluted
|
|
|
|
|
|
|
||
Net loss attributable to Noble-UK
|
|
$
|
(142,334
|
)
|
|
$
|
(301,694
|
)
|
Net loss from continuing operations to common shareholders - diluted
|
|
$
|
(142,334
|
)
|
|
$
|
(301,694
|
)
|
Denominator:
|
|
|
|
|
|
|
||
Weighted average shares outstanding - basic
|
|
246,175
|
|
|
244,222
|
|
||
Weighted average shares outstanding - diluted
|
|
246,175
|
|
|
244,222
|
|
||
Loss per share
|
|
|
|
|
|
|
||
Basic:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
Net loss attributable to Noble-UK
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
Diluted:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
Net loss attributable to Noble-UK
|
|
$
|
(0.58
|
)
|
|
$
|
(1.24
|
)
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Drilling equipment and facilities
|
|
$
|
11,767,368
|
|
|
$
|
11,746,629
|
|
Construction in progress
|
|
99,200
|
|
|
83,509
|
|
||
Other
|
|
205,729
|
|
|
204,193
|
|
||
Property and equipment, at cost
|
|
$
|
12,072,297
|
|
|
$
|
12,034,331
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Senior unsecured notes:
|
|
|
|
|
|
|
|
|
||||||||
5.75% Senior Notes due March 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,843
|
|
|
$
|
250,830
|
|
7.50% Senior Notes due March 2019
|
|
—
|
|
|
—
|
|
|
201,535
|
|
|
206,881
|
|
||||
4.90% Senior Notes due August 2020
|
|
65,775
|
|
|
65,639
|
|
|
167,422
|
|
|
163,283
|
|
||||
4.625% Senior Notes due March 2021
|
|
92,847
|
|
|
90,557
|
|
|
208,095
|
|
|
195,687
|
|
||||
3.95% Senior Notes due March 2022
|
|
41,599
|
|
|
37,402
|
|
|
125,307
|
|
|
107,348
|
|
||||
7.75% Senior Notes due January 2024
|
|
781,313
|
|
|
742,964
|
|
|
971,498
|
|
|
861,160
|
|
||||
7.70% Senior Notes due April 2025
|
|
446,206
|
|
|
397,373
|
|
|
446,106
|
|
|
380,732
|
|
||||
7.875% Senior Notes due February 2026
|
|
737,611
|
|
|
743,070
|
|
|
—
|
|
|
—
|
|
||||
6.20% Senior Notes due August 2040
|
|
396,755
|
|
|
265,296
|
|
|
396,738
|
|
|
274,988
|
|
||||
6.05% Senior Notes due March 2041
|
|
394,541
|
|
|
263,500
|
|
|
394,514
|
|
|
273,988
|
|
||||
5.25% Senior Notes due March 2042
|
|
494,093
|
|
|
314,970
|
|
|
494,063
|
|
|
315,430
|
|
||||
8.70% Senior Notes due April 2045
|
|
390,610
|
|
|
334,800
|
|
|
390,589
|
|
|
320,396
|
|
||||
Total debt
|
|
3,841,350
|
|
|
3,255,571
|
|
|
4,045,710
|
|
|
3,350,723
|
|
||||
Current maturities of long-term debt
(1)
|
|
—
|
|
|
—
|
|
|
249,843
|
|
|
250,830
|
|
||||
Long-term debt
|
|
$
|
3,841,350
|
|
|
$
|
3,255,571
|
|
|
$
|
3,795,867
|
|
|
$
|
3,099,893
|
|
(1)
|
Presented net of current portion of unamortized debt issuance costs of
$0.1 million
at
December 31, 2017
.
|
|
|
Unrealized Losses on Cash Flow Hedges
(1)
|
|
Defined Benefit Pension Items
(2)
|
|
Foreign Currency Items
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
—
|
|
|
$
|
(35,865
|
)
|
|
$
|
(16,275
|
)
|
|
$
|
(52,140
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
|
(110
|
)
|
|
—
|
|
|
186
|
|
|
76
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
||||
Net other comprehensive income (loss)
|
|
(110
|
)
|
|
392
|
|
|
186
|
|
|
468
|
|
||||
Balance at March 31, 2017
|
|
$
|
(110
|
)
|
|
$
|
(35,473
|
)
|
|
$
|
(16,089
|
)
|
|
$
|
(51,672
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2017
|
|
$
|
—
|
|
|
$
|
(27,603
|
)
|
|
$
|
(15,285
|
)
|
|
$
|
(42,888
|
)
|
Activity during period:
|
|
|
|
|
|
|
|
|
||||||||
Stranded tax effect resulting from the Act (Note 2)
|
|
—
|
|
|
(5,540
|
)
|
|
—
|
|
|
(5,540
|
)
|
||||
Balance at January 1, 2018
|
|
—
|
|
|
(33,143
|
)
|
|
(15,285
|
)
|
|
(48,428
|
)
|
||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
—
|
|
|
667
|
|
|
667
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
324
|
|
|
—
|
|
|
324
|
|
||||
Net other comprehensive income (loss)
|
|
—
|
|
|
324
|
|
|
667
|
|
|
991
|
|
||||
Balance at March 31, 2018
|
|
$
|
—
|
|
|
$
|
(32,819
|
)
|
|
$
|
(14,618
|
)
|
|
$
|
(47,437
|
)
|
(1)
|
Unrealized losses on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCI are recognized through “Contract drilling services” costs on our Condensed Consolidated Statements of Operations. See “
Note 12— Derivative Instruments and Hedging Activities
” for additional information.
|
(2)
|
Defined benefit pension items relate to actuarial changes. Reclassifications from AOCI are recognized as expense on our Condensed Consolidated Statements of Operations through either “Contract drilling services” or “General and administrative.” See “
Note 11— Employee Benefit Plans
” for additional information.
|
|
|
March 31, 2018
|
|
January 1, 2018
|
||||
Current contract assets
|
|
$
|
24,330
|
|
|
$
|
21,229
|
|
Noncurrent contract assets
|
|
36,285
|
|
|
34,520
|
|
||
Total contract assets
|
|
60,615
|
|
|
55,749
|
|
||
|
|
|
|
|
||||
Current contract liabilities (deferred revenue)
|
|
(35,125
|
)
|
|
(35,422
|
)
|
||
Noncurrent contract liabilities (deferred revenue)
|
|
(65,504
|
)
|
|
(73,439
|
)
|
||
Total contract liabilities
|
|
$
|
(100,629
|
)
|
|
$
|
(108,861
|
)
|
|
|
Contract Assets
|
|
Contract Liabilities
|
||||
Net balance at January 1, 2018
|
|
$
|
55,749
|
|
|
$
|
(108,861
|
)
|
|
|
|
|
|
||||
Amortization of deferred costs
|
|
(6,116
|
)
|
|
—
|
|
||
Additions to deferred costs
|
|
10,982
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
—
|
|
|
9,823
|
|
||
Additions to deferred revenue
|
|
—
|
|
|
(1,591
|
)
|
||
Total
|
|
4,866
|
|
|
8,232
|
|
||
|
|
|
|
|
||||
Net balance at March 31, 2018
|
|
$
|
60,615
|
|
|
(100,629
|
)
|
|
|
Three Months Ended
March 31, 2018 |
||||||||||||||||||||||
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and beyond
|
|
Total
|
||||||||||||
Drillships
|
|
$
|
18,027
|
|
|
$
|
16,441
|
|
|
$
|
15,141
|
|
|
$
|
15,141
|
|
|
$
|
12,552
|
|
|
$
|
77,302
|
|
Jackups
|
|
9,177
|
|
|
10,480
|
|
|
3,670
|
|
|
—
|
|
|
—
|
|
|
23,327
|
|
||||||
Total
(1)
|
|
$
|
27,204
|
|
|
$
|
26,921
|
|
|
$
|
18,811
|
|
|
$
|
15,141
|
|
|
$
|
12,552
|
|
|
$
|
100,629
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||
|
|
Non-U.S.
|
|
U.S.
|
|
Non-U.S.
|
|
U.S.
|
||||||||
Interest cost
|
|
$
|
465
|
|
|
$
|
2,045
|
|
|
$
|
478
|
|
|
$
|
2,148
|
|
Return on plan assets
|
|
(716
|
)
|
|
(2,979
|
)
|
|
(701
|
)
|
|
(2,941
|
)
|
||||
Recognized net actuarial loss
|
|
—
|
|
|
411
|
|
|
266
|
|
|
366
|
|
||||
Net pension benefit cost (gain)
|
|
$
|
(251
|
)
|
|
$
|
(523
|
)
|
|
$
|
43
|
|
|
$
|
(427
|
)
|
|
|
Three Months Ended March 31, 2017
|
||||||
|
|
Unrealized loss recognized through AOCI
|
|
Loss recognized through
“
Contract drilling services
”
revenue
|
||||
Cash flow hedges
|
|
|
|
|
||||
Foreign currency forward contracts
|
|
$
|
(110
|
)
|
|
$
|
(73
|
)
|
Non-designated derivatives
|
|
|
|
|
||||
FCX Settlement
|
|
$
|
—
|
|
|
$
|
(7,900
|
)
|
|
|
March 31, 2018
|
||||||||||||||
|
|
|
|
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
|
|
$
|
7,138
|
|
|
$
|
7,138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Noble-UK
|
|
Noble-Cayman
|
||||||||||||
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accounts receivable
|
|
$
|
22,892
|
|
|
$
|
33,630
|
|
|
$
|
22,892
|
|
|
$
|
33,630
|
|
Other current assets
|
|
9,986
|
|
|
(11,451
|
)
|
|
9,699
|
|
|
(11,719
|
)
|
||||
Other assets
|
|
(11,668
|
)
|
|
89,065
|
|
|
(10,552
|
)
|
|
89,029
|
|
||||
Accounts payable
|
|
6,175
|
|
|
(9,017
|
)
|
|
6,175
|
|
|
(8,800
|
)
|
||||
Other current liabilities
|
|
(58,860
|
)
|
|
(95,810
|
)
|
|
(58,780
|
)
|
|
(96,154
|
)
|
||||
Other liabilities
|
|
2,697
|
|
|
8,139
|
|
|
2,697
|
|
|
8,139
|
|
||||
Total net change in assets and liabilities
|
|
$
|
(28,778
|
)
|
|
$
|
14,556
|
|
|
$
|
(27,869
|
)
|
|
$
|
14,125
|
|
|
|
Issuer
|
|
|
Notes
(1)
|
|
(Co-Issuer(s))
|
|
Guarantor
|
$250 million 5.75% Senior Notes due 2018
|
|
NHIL
|
|
Noble-Cayman
|
$202 million 7.50% Senior Notes due 2019
(2)
|
|
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 |
|
NHIL
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
10
|
|
|
$
|
40,362
|
|
|
$
|
420,459
|
|
|
$
|
—
|
|
|
$
|
460,831
|
|
Accounts receivable
|
|
—
|
|
|
—
|
|
|
181,804
|
|
|
—
|
|
|
181,804
|
|
|||||
Taxes receivable
|
|
—
|
|
|
—
|
|
|
21,530
|
|
|
—
|
|
|
21,530
|
|
|||||
Short-term notes receivable from affiliates
|
|
—
|
|
|
—
|
|
|
3,175,662
|
|
|
(3,175,662
|
)
|
|
—
|
|
|||||
Accounts receivable from affiliates
|
|
609,128
|
|
|
60,945
|
|
|
4,391,705
|
|
|
(5,061,778
|
)
|
|
—
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
—
|
|
|
55,070
|
|
|
—
|
|
|
55,070
|
|
|||||
Total current assets
|
|
609,138
|
|
|
101,307
|
|
|
8,246,230
|
|
|
(8,237,440
|
)
|
|
719,235
|
|
|||||
Property and equipment, at cost
|
|
—
|
|
|
—
|
|
|
12,072,297
|
|
|
—
|
|
|
12,072,297
|
|
|||||
Accumulated depreciation
|
|
—
|
|
|
—
|
|
|
(2,673,437
|
)
|
|
—
|
|
|
(2,673,437
|
)
|
|||||
Property and equipment, net
|
|
—
|
|
|
—
|
|
|
9,398,860
|
|
|
—
|
|
|
9,398,860
|
|
|||||
Notes receivable from affiliates
|
|
3,177,249
|
|
|
—
|
|
|
—
|
|
|
(3,177,249
|
)
|
|
—
|
|
|||||
Investments in affiliates
|
|
4,803,162
|
|
|
12,573,116
|
|
|
—
|
|
|
(17,376,278
|
)
|
|
—
|
|
|||||
Other assets
|
|
569
|
|
|
—
|
|
|
148,318
|
|
|
—
|
|
|
148,887
|
|
|||||
Total assets
|
|
$
|
8,590,118
|
|
|
$
|
12,674,423
|
|
|
$
|
17,793,408
|
|
|
$
|
(28,790,967
|
)
|
|
$
|
10,266,982
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term notes payables to affiliates
|
|
—
|
|
|
3,175,662
|
|
|
—
|
|
|
(3,175,662
|
)
|
|
—
|
|
|||||
Accounts payable
|
|
1
|
|
|
—
|
|
|
94,114
|
|
|
—
|
|
|
94,115
|
|
|||||
Accrued payroll and related costs
|
|
—
|
|
|
—
|
|
|
35,551
|
|
|
—
|
|
|
35,551
|
|
|||||
Accounts payable to affiliates
|
|
3,582,604
|
|
|
809,100
|
|
|
670,074
|
|
|
(5,061,778
|
)
|
|
—
|
|
|||||
Taxes payable
|
|
—
|
|
|
—
|
|
|
28,919
|
|
|
—
|
|
|
28,919
|
|
|||||
Interest payable
|
|
163
|
|
|
65,851
|
|
|
1,635
|
|
|
—
|
|
|
67,649
|
|
|||||
Other current liabilities
|
|
—
|
|
|
—
|
|
|
67,625
|
|
|
—
|
|
|
67,625
|
|
|||||
Total current liabilities
|
|
3,582,768
|
|
|
4,050,613
|
|
|
897,918
|
|
|
(8,237,440
|
)
|
|
293,859
|
|
|||||
Long-term debt
|
|
—
|
|
|
3,841,350
|
|
|
—
|
|
|
—
|
|
|
3,841,350
|
|
|||||
Notes payable to affiliates
|
|
—
|
|
|
—
|
|
|
3,177,249
|
|
|
(3,177,249
|
)
|
|
—
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
181,573
|
|
|
—
|
|
|
181,573
|
|
|||||
Other liabilities
|
|
19,929
|
|
|
—
|
|
|
272,036
|
|
|
—
|
|
|
291,965
|
|
|||||
Total liabilities
|
|
3,602,697
|
|
|
7,891,963
|
|
|
4,528,776
|
|
|
(11,414,689
|
)
|
|
4,608,747
|
|
|||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total shareholder equity
|
|
4,987,421
|
|
|
4,782,460
|
|
|
12,593,818
|
|
|
(17,376,278
|
)
|
|
4,987,421
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
670,814
|
|
|
—
|
|
|
670,814
|
|
|||||
Total equity
|
|
4,987,421
|
|
|
4,782,460
|
|
|
13,264,632
|
|
|
(17,376,278
|
)
|
|
5,658,235
|
|
|||||
Total liabilities and equity
|
|
$
|
8,590,118
|
|
|
$
|
12,674,423
|
|
|
$
|
17,793,408
|
|
|
$
|
(28,790,967
|
)
|
|
$
|
10,266,982
|
|
|
|
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 |
|
NHIL
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
229,106
|
|
|
$
|
—
|
|
|
$
|
229,106
|
|
Reimbursables and other
|
|
—
|
|
|
—
|
|
|
6,050
|
|
|
—
|
|
|
6,050
|
|
|||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
235,156
|
|
|
—
|
|
|
235,156
|
|
|||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Contract drilling services
|
|
81
|
|
|
604
|
|
|
135,721
|
|
|
—
|
|
|
136,406
|
|
|||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
4,350
|
|
|
—
|
|
|
4,350
|
|
|||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
127,639
|
|
|
—
|
|
|
127,639
|
|
|||||
General and administrative
|
|
33
|
|
|
618
|
|
|
12,806
|
|
|
—
|
|
|
13,457
|
|
|||||
Total operating costs and expenses
|
|
114
|
|
|
1,222
|
|
|
280,516
|
|
|
—
|
|
|
281,852
|
|
|||||
Operating loss
|
|
(114
|
)
|
|
(1,222
|
)
|
|
(45,360
|
)
|
|
—
|
|
|
(46,696
|
)
|
|||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) of unconsolidated affiliates
|
|
(130,816
|
)
|
|
12,518
|
|
|
—
|
|
|
118,298
|
|
|
—
|
|
|||||
Interest expense
|
|
(445
|
)
|
|
(119,821
|
)
|
|
—
|
|
|
44,251
|
|
|
(76,015
|
)
|
|||||
Gain (loss) on extinguishment of debt, net
|
|
(2,336
|
)
|
|
5,419
|
|
|
(11,851
|
)
|
|
—
|
|
|
(8,768
|
)
|
|||||
Interest income and other, net
|
|
1,568
|
|
|
(129
|
)
|
|
44,158
|
|
|
(44,251
|
)
|
|
1,346
|
|
|||||
Income (loss) before income taxes
|
|
(132,143
|
)
|
|
(103,235
|
)
|
|
(13,053
|
)
|
|
118,298
|
|
|
(130,133
|
)
|
|||||
Income tax provision
|
|
—
|
|
|
—
|
|
|
(2,996
|
)
|
|
—
|
|
|
(2,996
|
)
|
|||||
Net income (loss)
|
|
(132,143
|
)
|
|
(103,235
|
)
|
|
(16,049
|
)
|
|
118,298
|
|
|
(133,129
|
)
|
|||||
Net income attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
986
|
|
|
—
|
|
|
986
|
|
|||||
Net income (loss) attributable to Noble Corporation
|
|
(132,143
|
)
|
|
(103,235
|
)
|
|
(15,063
|
)
|
|
118,298
|
|
|
(132,143
|
)
|
|||||
Other comprehensive income (loss), net
|
|
991
|
|
|
—
|
|
|
991
|
|
|
(991
|
)
|
|
991
|
|
|||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(131,152
|
)
|
|
$
|
(103,235
|
)
|
|
$
|
(14,072
|
)
|
|
$
|
117,307
|
|
|
$
|
(131,152
|
)
|
|
|
Noble-
Cayman |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Operating revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
324,724
|
|
|
$
|
(17,169
|
)
|
|
$
|
354,659
|
|
Reimbursables and other
|
|
—
|
|
|
—
|
|
|
1,136
|
|
|
—
|
|
|
—
|
|
|
7,181
|
|
|
—
|
|
|
8,317
|
|
||||||||
Total operating revenues
|
|
—
|
|
|
—
|
|
|
48,240
|
|
|
—
|
|
|
—
|
|
|
331,905
|
|
|
(17,169
|
)
|
|
362,976
|
|
||||||||
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contract drilling services
|
|
1,001
|
|
|
2,571
|
|
|
11,499
|
|
|
12,487
|
|
|
—
|
|
|
150,011
|
|
|
(17,169
|
)
|
|
160,400
|
|
||||||||
Reimbursables
|
|
—
|
|
|
—
|
|
|
820
|
|
|
—
|
|
|
—
|
|
|
4,326
|
|
|
—
|
|
|
5,146
|
|
||||||||
Depreciation and amortization
|
|
—
|
|
|
—
|
|
|
16,515
|
|
|
—
|
|
|
—
|
|
|
119,203
|
|
|
—
|
|
|
135,718
|
|
||||||||
General and administrative
|
|
513
|
|
|
1,307
|
|
|
—
|
|
|
6,833
|
|
|
4
|
|
|
407
|
|
|
—
|
|
|
9,064
|
|
||||||||
Total operating costs and expenses
|
|
1,514
|
|
|
3,878
|
|
|
28,834
|
|
|
19,320
|
|
|
4
|
|
|
273,947
|
|
|
(17,169
|
)
|
|
310,328
|
|
||||||||
Operating income (loss)
|
|
(1,514
|
)
|
|
(3,878
|
)
|
|
19,406
|
|
|
(19,320
|
)
|
|
(4
|
)
|
|
57,958
|
|
|
—
|
|
|
52,648
|
|
||||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) of unconsolidated affiliates
|
|
(295,102
|
)
|
|
(313,565
|
)
|
|
2,369
|
|
|
96,817
|
|
|
50,619
|
|
|
—
|
|
|
458,862
|
|
|
—
|
|
||||||||
Interest income (expense)
|
|
(2,605
|
)
|
|
(17,511
|
)
|
|
(3,092
|
)
|
|
(106,002
|
)
|
|
(3,817
|
)
|
|
(57,313
|
)
|
|
116,893
|
|
|
(73,447
|
)
|
||||||||
Interest income and other, net
|
|
4,632
|
|
|
(65
|
)
|
|
39,902
|
|
|
4,203
|
|
|
63,418
|
|
|
6,306
|
|
|
(116,893
|
)
|
|
1,503
|
|
||||||||
Income (loss) from continuing operations before income taxes
|
|
(294,589
|
)
|
|
(335,019
|
)
|
|
58,585
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
6,951
|
|
|
458,862
|
|
|
(19,296
|
)
|
||||||||
Income tax benefit (provision)
|
|
—
|
|
|
50,459
|
|
|
509
|
|
|
—
|
|
|
—
|
|
|
(308,341
|
)
|
|
—
|
|
|
(257,373
|
)
|
||||||||
Net income (loss)
|
|
(294,589
|
)
|
|
(284,560
|
)
|
|
59,094
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
(301,390
|
)
|
|
458,862
|
|
|
(276,669
|
)
|
||||||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,582
|
)
|
|
(338
|
)
|
|
(17,920
|
)
|
||||||||
Net income (loss) attributable to Noble Corporation
|
|
(294,589
|
)
|
|
(284,560
|
)
|
|
59,094
|
|
|
(24,302
|
)
|
|
110,216
|
|
|
(318,972
|
)
|
|
458,524
|
|
|
(294,589
|
)
|
||||||||
Other comprehensive income (loss), net
|
|
468
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|
(468
|
)
|
|
468
|
|
||||||||
Comprehensive income (loss) attributable to Noble Corporation
|
|
$
|
(294,121
|
)
|
|
$
|
(284,560
|
)
|
|
$
|
59,094
|
|
|
$
|
(24,302
|
)
|
|
$
|
110,216
|
|
|
$
|
(318,504
|
)
|
|
$
|
458,056
|
|
|
$
|
(294,121
|
)
|
|
|
Noble-
Cayman |
|
NHIL
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
7,313
|
|
|
$
|
(135,393
|
)
|
|
$
|
192,977
|
|
|
$
|
—
|
|
|
$
|
64,897
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(33,816
|
)
|
|
—
|
|
|
(33,816
|
)
|
|||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
117
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(33,699
|
)
|
|
—
|
|
|
(33,699
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Issuance of senior notes
|
|
—
|
|
|
750,000
|
|
|
—
|
|
|
—
|
|
|
750,000
|
|
|||||
Repayment of long-term debt
|
|
—
|
|
|
(738,555
|
)
|
|
(213,654
|
)
|
|
—
|
|
|
(952,209
|
)
|
|||||
Debt issuance costs on senior notes and credit facility
|
|
(217
|
)
|
|
(12,581
|
)
|
|
(1,386
|
)
|
|
—
|
|
|
(14,184
|
)
|
|||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(2,667
|
)
|
|
—
|
|
|
(2,667
|
)
|
|||||
Distributions to parent company, net
|
|
(13,318
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,318
|
)
|
|||||
Advances (to) from affiliates
|
|
6,221
|
|
|
147,567
|
|
|
(153,788
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(7,314
|
)
|
|
146,431
|
|
|
(371,495
|
)
|
|
—
|
|
|
(232,378
|
)
|
|||||
Net change in cash and cash equivalents
|
|
(1
|
)
|
|
11,038
|
|
|
(212,217
|
)
|
|
—
|
|
|
(201,180
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
|
11
|
|
|
29,324
|
|
|
632,676
|
|
|
—
|
|
|
662,011
|
|
|||||
Cash and cash equivalents, end of period
|
|
$
|
10
|
|
|
$
|
40,362
|
|
|
$
|
420,459
|
|
|
$
|
—
|
|
|
$
|
460,831
|
|
|
|
Noble-
Cayman |
|
NHUS
|
|
NDH
|
|
NHIL
|
|
NDS6
|
|
Other
Non-guarantor Subsidiaries of Noble |
|
Consolidating
Adjustments |
|
Total
|
||||||||||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
8,341
|
|
|
$
|
(6,607
|
)
|
|
$
|
54,422
|
|
|
$
|
(115,438
|
)
|
|
$
|
55,815
|
|
|
$
|
151,982
|
|
|
$
|
—
|
|
|
$
|
148,515
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
(38,105
|
)
|
|
—
|
|
|
(38,382
|
)
|
||||||||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
273
|
|
||||||||
Net cash used in investing activities
|
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
—
|
|
|
—
|
|
|
(37,832
|
)
|
|
—
|
|
|
(38,109
|
)
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of long-term debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300,000
|
)
|
||||||||
Debt issuance costs on senior notes and credit facilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||||||
Dividends paid to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,393
|
)
|
|
—
|
|
|
(5,393
|
)
|
||||||||
Contributions from parent company, net
|
|
60,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,164
|
|
||||||||
Advances (to) from affiliates
|
|
(71,041
|
)
|
|
6,607
|
|
|
(64,900
|
)
|
|
415,480
|
|
|
(55,815
|
)
|
|
(230,331
|
)
|
|
—
|
|
|
—
|
|
||||||||
Net cash provided by (used in) financing activities
|
|
(10,877
|
)
|
|
6,607
|
|
|
(64,900
|
)
|
|
115,438
|
|
|
(55,815
|
)
|
|
(235,724
|
)
|
|
—
|
|
|
(245,271
|
)
|
||||||||
Net change in cash and cash equivalents
|
|
(2,536
|
)
|
|
—
|
|
|
(10,755
|
)
|
|
—
|
|
|
—
|
|
|
(121,574
|
)
|
|
—
|
|
|
(134,865
|
)
|
||||||||
Cash and cash equivalents, beginning of period
|
|
2,537
|
|
|
—
|
|
|
10,855
|
|
|
—
|
|
|
—
|
|
|
640,441
|
|
|
—
|
|
|
653,833
|
|
||||||||
Cash and cash equivalents, end of period
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
518,867
|
|
|
$
|
—
|
|
|
$
|
518,968
|
|
|
|
|
|
Year Ending December 31,
|
||||||||||||||||||||
|
|
Total
|
|
2018
(1)
|
|
2019
|
|
2020
|
|
2021
|
|
2022-2023
|
||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||
Contract Drilling Services Backlog
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
(2)(3)
|
|
$
|
1,772,620
|
|
|
$
|
395,290
|
|
|
$
|
400,140
|
|
|
$
|
381,560
|
|
|
$
|
338,800
|
|
|
$
|
256,830
|
|
Jackups
(4)
|
|
1,018,499
|
|
|
331,995
|
|
|
304,700
|
|
|
222,963
|
|
|
116,070
|
|
|
42,771
|
|
||||||
Total
(5)
|
|
$
|
2,791,119
|
|
|
$
|
727,285
|
|
|
$
|
704,840
|
|
|
$
|
604,523
|
|
|
$
|
454,870
|
|
|
$
|
299,601
|
|
Percent of Available Days Committed
(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Semisubmersibles/Drillships
|
|
|
|
38
|
%
|
|
30
|
%
|
|
29
|
%
|
|
23
|
%
|
|
9
|
%
|
|||||||
Jackups
|
|
|
|
64
|
%
|
|
28
|
%
|
|
19
|
%
|
|
14
|
%
|
|
3
|
%
|
|||||||
Total
|
|
|
|
51
|
%
|
|
29
|
%
|
|
24
|
%
|
|
19
|
%
|
|
6
|
%
|
(1)
|
Represents a nine-month period beginning April 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 the
Noble Globetrotter II
for up to two years, each at a special stacking rate. Shell has exercised its right and, beginning late December
2016
, we idled the
Noble Globetrotter II
at a rate of $185,000 per day. The
Noble Bully II
was idled at a rate of $200,000 per day, effective April 3,
2017
. Once the dayrate adjustment mechanism becomes effective and following any idle periods, the dayrate for these rigs will not be lower than the higher of (i) the contractual dayrate floor or (ii) the market rate as calculated under the adjustment mechanism. The impact to contract backlog from these amendments has been reflected in the table above and the backlog calculation assumes that, after any idle period at the contractual stacking rate, each rig will work at their respective dayrate floor for the remaining contract term. In April
2018
, we agreed with Shell to extend the idle period for the
Noble Bully II
through
December 31, 2018
at a revised rate of $230,000 per day. This extension of the idle period would have reduced the
March 31, 2018
backlog by approximately $30 million.
|
(3)
|
Noble and a subsidiary of Shell are involved in joint ventures that own and operate both the
Noble Bully I
and the
Noble Bully II
. Pursuant to these agreements, each party has an equal 50 percent share in both vessels. As of
March 31, 2018
, the backlog for the
Noble Bully II
totaled
$498.0 million
, all of which is included in backlog. As of the same date, the
Noble Bully I
had no backlog. Noble’s proportional interest in the backlog for these rigs totaled
$249.0 million
.
|
(4)
|
Our Saudi Arabian Oil Company (“Saudi Aramco”) contract rates for the
Noble Joe Beall
and the
Noble Gene House
were adjusted downward in
2015
and remained at these same rates through the end of the respective contracts. Backlog for these contracts has been prepared based on the adjusted contract rates through the remainder of the contracts.
|
(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
May 2, 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
|
||||||||||||||||||||
|
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
|
|
Three Months Ended
March 31, |
|
|
||||||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||||||
Jackups
|
|
56
|
%
|
|
93
|
%
|
|
706
|
|
|
1,170
|
|
|
(40
|
)%
|
|
$
|
153,662
|
|
|
$
|
123,154
|
|
|
25
|
%
|
Semisubmersibles
|
|
17
|
%
|
|
17
|
%
|
|
90
|
|
|
90
|
|
|
—
|
%
|
|
98,766
|
|
|
131,015
|
|
|
(25
|
)%
|
||
Drillships
|
|
52
|
%
|
|
68
|
%
|
|
375
|
|
|
490
|
|
|
(23
|
)%
|
|
297,833
|
|
|
405,719
|
|
|
(27
|
)%
|
||
Total
|
|
47
|
%
|
|
69
|
%
|
|
1,171
|
|
|
1,750
|
|
|
(33
|
)%
|
|
$
|
195,633
|
|
|
$
|
202,674
|
|
|
(3
|
)%
|
(1)
|
We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.
|
(2)
|
Information reflects the number of days that our rigs were operating under contract.
|
|
|
Three Months Ended
March 31, |
|
Change
|
|||||||||||
|
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Operating revenues:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
229,106
|
|
|
$
|
354,659
|
|
|
$
|
(125,553
|
)
|
|
(35
|
)%
|
Reimbursables and other
(1)
|
|
6,051
|
|
|
8,304
|
|
|
(2,253
|
)
|
|
(27
|
)%
|
|||
|
|
$
|
235,157
|
|
|
$
|
362,963
|
|
|
$
|
(127,806
|
)
|
|
(35
|
)%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|||||||
Contract drilling services
|
|
$
|
136,849
|
|
|
$
|
160,769
|
|
|
$
|
(23,920
|
)
|
|
(15
|
)%
|
Reimbursables
(1)
|
|
4,350
|
|
|
5,146
|
|
|
(796
|
)
|
|
(15
|
)%
|
|||
Depreciation and amortization
|
|
123,215
|
|
|
129,778
|
|
|
(6,563
|
)
|
|
(5
|
)%
|
|||
General and administrative
|
|
22,083
|
|
|
15,880
|
|
|
6,203
|
|
|
39
|
%
|
|||
|
|
286,497
|
|
|
311,573
|
|
|
(25,076
|
)
|
|
(8
|
)%
|
|||
Operating income (loss)
|
|
$
|
(51,340
|
)
|
|
$
|
51,390
|
|
|
$
|
(102,730
|
)
|
|
(200
|
)%
|
(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;
|
•
|
retirement of a portion of our 2020 Notes, 2021 Notes, 2022 Notes and 2024 Notes in tender offers, repayment at maturity of the
2018
Notes and redemption of the 2019 Notes; and
|
•
|
capital expenditures.
|
•
|
normal recurring operating expenses;
|
•
|
planned and discretionary capital expenditures; and
|
•
|
repayments of debt and interest.
|
•
|
$18.2 million
for sustaining capital and upgrades and replacements to drilling equipment;
|
•
|
$11.1 million
in major projects; and
|
•
|
$8.6 million
in other capital projects.
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
4.7
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
10.3*
|
|
|
|
|
|
10.4*
|
|
|
|
|
|
10.5*
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1+
|
|
|
|
|
|
32.2+
|
|
|
|
|
|
101
|
|
Interactive Data File
|
*
|
Management contract or compensatory plan or arrangement.
|
+
|
Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.
|
/s/ Julie J. Robertson
|
|
May 10, 2018
|
Julie J. Robertson
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Adam C. Peakes
|
|
May 10, 2018
|
Adam C. Peakes
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date
|
/s/ Julie J. Robertson
|
|
May 10, 2018
|
Julie J. Robertson
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date
|
|
|
|
/s/ Adam C. Peakes
|
|
May 10, 2018
|
Adam C. Peakes
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Date
|
•
|
Company EBITDA versus budget (weighted 55%)
|
•
|
Company Safety results (weighted 25%)
|
•
|
Operational Downtime (10%)
|
•
|
Environmental Compliance Plan (weighted 10%)
|
Financial and Operating Goal Weighting Schedule
|
||
Goal
|
Corporate
|
Operations
|
Company EBITDA
|
55%
|
--
|
Region Cash Operating Margin
|
--
|
55%
|
Company Safety
|
25%
|
12.5%
|
Region Safety
|
--
|
12.5%
|
Company Operational Downtime
|
10%
|
|
Region Operational Downtime
|
|
10%
|
Environmental Compliance Plan
|
10%
|
10%
|
Company EBITDA or Region Cash Operating Margin (55%)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
% of Target
|
75%
|
100%
|
115%
|
Bonus Pool Multiple
|
0.50
|
1.00
|
2.00
|
Company or Region Safety (25%)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
TRIR Rate
|
.70 or higher
|
.60
|
.50 or lower
|
Bonus Pool Multiple
|
0.50
|
1.00
|
2.00
|
Company or Region Operational Downtime (10%)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
% of Target
|
4.5%
|
3.5%
|
2.5%
|
Bonus Pool Multiple
|
0.50
|
1.00
|
2.00
|
Environmental Stewardship (10%)
|
|||
Level of Achievement
|
Threshold
|
Target
|
Maximum
|
% of Target
|
Completion of a Tier-1 audit of environmental controls on 100% of all rigs operating during the calendar year.
Completion of Tier-2 audits of environmental controls on 25% of all rigs operating more than 30-days during the calendar year.
|
Completion of
Threshold
criteria plus:
Timely completion by management of committed actions in response to environmental related
audit findings.
|
Completion of
Threshold
&
Target
criteria plus:
No environmental related audit findings categorized as a
Major Non-Conformity
|
Bonus Pool Multiple
|
0.50
|
1.00
|
2.00
|
Plan Award Pool Calculation
|
|||||
Goal
|
Multiple
|
|
Weighting
|
|
Factor
|
Company EBITDA
|
1.00
|
x
|
55%
|
=
|
0.55
|
|
|
|
|
|
|
Company Safety
|
1.20
|
x
|
25%
|
=
|
0.30
|
Operational Downtime
|
1.50
|
x
|
10%
|
=
|
0.15
|
Environmental Compliance Plan
|
1.00
|
x
|
10%
|
=
|
0.10
|
Combined Award Pool Multiple
|
|
|
|
|
1.10
|
Aggregate Target Bonuses
|
|
|
|
|
$15mm
|
Award Pool (1.10 x $20mm15mm)
|
|
|
|
|
$16.5mm
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Noble Corporation plc and Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Julie J. Robertson
|
May 10, 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 quarterly report on Form 10-Q of Noble Corporation plc and Noble Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Adam C. Peakes
|
May 10, 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, and 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.
|
May 10, 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.
|
May 10, 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, and Vice President and Chief Financial Officer of Noble Corporation, a Cayman Islands company
|