SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

R

x	QUARTERLY 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~~

Cayman Islands	98-0366361
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Number of shares outstanding and trading at ~~July 22, 2016:~~April 25, 2017: Noble Corporation plc ~~—243,218,134~~

—244,685,144

Number of shares outstanding: Noble Corporation — 261,245,693

Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, meets the conditions set forth in General Instructions H(1) (a) and (b) to Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with the reduced disclosure format contemplated by paragraphs (b) and (c) of General Instruction H(2) of Form 10-Q.

This report should be read in its entirety as it pertains to each Registrant. Except where indicated, the Consolidated Financial Statements and related Notes are combined. References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble-UK and its consolidated subsidiaries, including Noble-Cayman.

PART I. ~~FINANCI~~ALFINANCIAL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

2016

2015

ASSETS

Current assets

Cash and cash equivalents

$
822,978

$
512,245

Accounts receivable

353,677

498,931

Taxes receivable

33,469

55,525

Prepaid expenses and other current assets

120,452

173,917

Total current assets

1,330,576

1,240,618

Property and equipment, at cost

14,135,376

14,056,323

Accumulated depreciation

(2,859,370
)

(2,572,700
)
Property and equipment, net

11,276,006

11,483,623

Other assets

132,862

141,404

Total assets

$
12,739,444

$
12,865,645

LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt

$
299,642

$
299,924

Accounts payable

138,659

223,221

Accrued payroll and related costs

50,460

81,464

Taxes payable

152,943

87,940

Interest payable

73,798

72,961

Other current liabilities

80,058

98,074

Total current liabilities

795,560

863,584

Long-term debt

3,829,416

4,162,638

Deferred income taxes

4,888

92,797

Other liabilities

289,799

324,396

Total liabilities

4,919,663

5,443,415

Commitments and contingencies

Shareholders' equity

Shares; 243,218 and 241,977 shares outstanding

2,432

2,420

Additional paid-in capital

638,964

628,483

Retained earnings

6,517,161

6,131,501

Accumulated other comprehensive loss

(61,870
)

(63,175
)
Total shareholders' equity

7,096,687

6,699,229

Noncontrolling interests

723,094

723,001

Total equity

7,819,781

7,422,230

Total liabilities and equity

$
12,739,444

$
12,865,645



	March 31, 2017			December 31, 2016
ASSETS
Current assets
Cash and cash equivalents	$	519,771		$	725,722
Accounts receivable, net	285,522			319,152
Taxes receivable	96,233			55,480
Prepaid expenses and other current assets	62,958			92,260
Total current assets	964,484			1,192,614
Property and equipment, at cost	12,381,850			12,364,888
Accumulated depreciation	(2,437,452		)	(2,302,940		)
Property and equipment, net	9,944,398			10,061,948
Other assets	97,084			185,555
Total assets	$	11,005,966		$	11,440,117
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	249,299		$	299,882
Accounts payable	83,782			108,224
Accrued payroll and related costs	34,958			48,383
Taxes payable	49,036			46,561
Interest payable	63,252			61,299
Other current liabilities	69,586			68,944
Total current liabilities	549,913			633,293
Long-term debt	3,792,520			4,040,229
Deferred income taxes	179,742			2,084
Other liabilities	301,966			297,066
Total liabilities	4,824,141			4,972,672
Commitments and contingencies
Shareholders' equity
Shares; 244,685 and 243,239 shares outstanding	2,447			2,432
Additional paid-in capital	657,149			654,168
Retained earnings	4,852,610			5,154,221
Accumulated other comprehensive loss	(51,672		)	(52,140		)
Total shareholders' equity	5,460,534			5,758,681
Noncontrolling interests	721,291			708,764
Total equity	6,181,825			6,467,445
Total liabilities and equity	$	11,005,966		$	11,440,117

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~INCOME~~

OPERATIONS

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

June 30,

2016

2015

2016

2015

Operating revenues

Contract drilling services

$
876,697

$
771,307

$
1,468,064

$
1,550,668

Reimbursables

17,933

22,248

38,539

47,229

Other

153

—

153

—

894,783

793,555

1,506,756

1,597,897

Operating costs and expenses

Contract drilling services

244,176

319,207

495,424

640,957

Reimbursables

14,298

17,652

30,304

37,809

Depreciation and amortization

150,946

159,123

300,665

313,261

General and administrative

19,033

22,424

38,573

46,362

Loss on impairment

16,616

—

16,616

—

445,069

518,406

881,582

1,038,389

Operating income

449,714

275,149

625,174

559,508

Other income (expense)

Interest expense, net of amount capitalized

(57,306
)

(57,465
)

(114,406
)

(106,509
)
Gain on extinguishment of debt, net

11,066

—

11,066

—

Interest income and other, net

(1,253
)

(431
)

(1,983
)

6,151

Income before income taxes

402,221

217,253

519,851

459,150

Income tax provision

(56,822
)

(39,405
)

(50,319
)

(82,852
)
Net income

345,399

177,848

469,532

376,298

Net income attributable to noncontrolling interests

(22,533
)

(18,817
)

(41,181
)

(38,864
)
Net income attributable to Noble Corporation plc

$
322,866

$
159,031

$
428,351

$
337,434

Per share data:

Basic:

$
1.28

$
0.64

$
1.70

$
1.36

Diluted:

$
1.28

$
0.64

$
1.70

$
1.36



	Three Months Ended March 31,
	2017			2016
Operating revenues
Contract drilling services	$	354,659		$	591,367
Reimbursables	8,304			20,606
Other	13			—
	362,976			611,973
Operating costs and expenses
Contract drilling services	160,385			251,248
Reimbursables	5,146			16,006
Depreciation and amortization	135,718			149,719
General and administrative	15,880			19,540
	317,129			436,513
Operating income	45,847			175,460
Other income (expense)
Interest expense, net of amount capitalized	(73,447		)	(57,100		)
Interest income (expense) and other, net	1,233			(730		)
Income (loss) before income taxes	(26,367		)	117,630
Income tax benefit (provision)	(257,407		)	6,503
Net income (loss)	(283,774		)	124,133
Net income attributable to noncontrolling interests	(17,920		)	(18,648		)
Net income (loss) attributable to Noble Corporation plc	$	(301,694	)	$	105,485
Per share data:
Basic:	$	(1.24	)	$	0.42
Diluted:	$	(1.24	)	$	0.42

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(LOSS)

Three Months Ended

Six Months Ended

June 30,

June 30,

2016

2015

2016

2015

Net income

$
345,399

$
177,848

$
469,532

$
376,298

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments

38

1,425

806

(1,874
)
Foreign currency forward contracts

(2,054
)

3,054

(1,068
)

(91
)
Amortization of deferred pension plan amounts (net of tax provision of $410 and $582 for the three months ended June 30, 2016 and 2015, respectively, and $819 and $1,148 for the six months ended June 30, 2016 and 2015, respectively)

784

1,129

1,567

2,210

Other comprehensive income (loss), net

(1,232
)

5,608

1,305
��

245

Net comprehensive income attributable to noncontrolling
interests

(22,533
)

(18,817
)

(41,181
)

(38,864
)
Comprehensive income attributable to Noble Corporation plc

$
321,634

$
164,639

$
429,656

$
337,679



	Three Months Ended March 31,
	2017			2016
Net income (loss)	$	(283,774	)	$	124,133
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	186			768
Foreign currency forward contracts	(110		)	986
Amortization of deferred pension plan amounts (net of tax provision of $167 and $409 for the three months ended March 31, 2017 and 2016, respectively)	392			783
Other comprehensive income, net	468			2,537
Net comprehensive income attributable to noncontrolling interests	(17,920		)	(18,648		)
Comprehensive income (loss) attributable to Noble Corporation plc	$	(301,226	)	$	108,022

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

June 30,

2016

2015

Cash flows from operating activities

Net income

$
469,532

$
376,298

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

300,665

313,261

Loss on impairment

16,616

—

Gain on extinguishment of debt, net

(11,066
)

—

Deferred income taxes

(100,408
)

(17,312
)
Amortization of share-based compensation

19,565

21,147

Net change in other assets and liabilities

166,653

74,484

Net cash from operating activities

861,557

767,878

Cash flows from investing activities

Capital expenditures

(120,531
)

(170,283
)
Change in accrued capital expenditures

(38,378
)

(38,408
)
Proceeds from disposal of assets

21,190

—

Net cash from investing activities

(137,719
)

(208,691
)
Cash flows from financing activities

Net change in borrowings outstanding on bank credit facilities

—

(1,123,495
)
Issuance of senior notes

—

1,092,728

Debt issuance costs on senior notes and credit facilities

—

(16,070
)
Repayment of long-term debt

(300,000
)

—

Early repayment of long-term debt

(22,207
)

—

Premiums paid on early repayment of long-term debt

(1,781
)

—

Dividend payments

(42,542
)

(185,669
)
Dividends paid to noncontrolling interests

(41,088
)

(44,484
)
Repurchases of shares

—

(100,630
)
Employee stock transactions

(5,487
)

(2,394
)
Net cash from financing activities

(413,105
)

(380,014
)
Net change in cash and cash equivalents

310,733

179,173

Cash and cash equivalents, beginning of period

512,245

68,510

Cash and cash equivalents, end of period

$
822,978

$
247,683



	Three Months Ended March 31,
	2017			2016
Cash flows from operating activities
Net income (loss)	$	(283,774	)	$	124,133
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	135,718			149,719
Deferred income taxes	268,076			(22,513		)
Amortization of share-based compensation	7,297			10,958
Net change in other assets and liabilities	14,556			(89,859		)
Net cash provided by operating activities	141,873			172,438
Cash flows from investing activities
Capital expenditures	(18,716		)	(51,357		)
Change in accrued capital expenditures	(19,666		)	(37,967		)
Proceeds from disposal of assets	273			3,031
Net cash used in investing activities	(38,109		)	(86,293		)
Cash flows from financing activities
Debt issuance costs on senior notes and credit facility	(42		)	—
Repayment of long-term debt	(300,000		)	(300,000		)
Dividend payments	—			(37,546		)
Dividends paid to noncontrolling interests	(5,393		)	(21,513		)
Taxes withheld on employee stock transactions	(4,280		)	(3,133		)
Net cash used in financing activities	(309,715		)	(362,192		)
Net decrease in cash and cash equivalents	(205,951		)	(276,047		)
Cash and cash equivalents, beginning of period	725,722			512,245
Cash and cash equivalents, end of period	$	519,771		$	236,198

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Accumulated

Additional

Other

Shares

Paid-in

Retained

Comprehensive

Noncontrolling

Total

Balance

Par Value

Capital

Earnings

Loss

Interests

Equity

Balance at December 31, 2014

247,501

$
2,475

$
695,638

$
5,936,035

$
(69,418
)

$
722,304

$
7,287,034

Employee related equity activity

Amortization of share-based
   compensation

—

—

21,147

—

—

—

21,147

Issuance of share-based
   compensation shares

678

7

(4,149
)

—

—

—

(4,142
)
Tax benefit of equity transactions

—

—

(2,401
)

—

—

—

(2,401
)
Repurchases of shares

(6,209
)

(62
)

(100,568
)

—

—

—

(100,630
)
Net income

—

—

—

337,434

—

38,864

376,298

Dividends paid to noncontrolling
   interests

—

—

—

—

—

(44,484
)

(44,484
)
Dividends

—

—

—

(185,669
)

—

—

(185,669
)
Other comprehensive income, net

—

—

—

—

245

—

245

Balance at June 30, 2015

241,970

$
2,420

$
609,667

$
6,087,800

$
(69,173
)

$
716,684

$
7,347,398

Balance at December 31, 2015

241,977

$
2,420

$
628,483

$
6,131,501

$
(63,175
)

$
723,001

$
7,422,230

Employee related equity activity

Amortization of share-based
   compensation

—

—

19,565

—

—

—

19,565

Issuance of share-based
   compensation shares

1,241

12

(3,585
)

—

—

—

(3,573
)
Tax benefit of equity transactions

—

—

(5,499
)

—

—

—

(5,499
)
Net income

—

—

—

428,351

—

41,181

469,532

Dividends paid to noncontrolling
   interests

—

—

—

—

—

(41,088
)

(41,088
)
Dividends

—

—

—

(42,691
)

—

—

(42,691
)
Other comprehensive income, net

—

—

—

—

1,305

—

1,305

Balance at June 30, 2016

243,218

$
2,432

$
638,964

$
6,517,161

$
(61,870
)

$
723,094

$
7,819,781



	Shares			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
	Balance	Par Value		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at December 31, 2015	241,977	$	2,420	$	628,483		$	6,131,501		$	(63,175	)	$	723,001		$	7,422,230
Employee related equity activity
Amortization of share-based compensation	—	—		10,958			—			—			—			10,958
Issuance of share-based compensation shares	1,235	12		(3,562		)	—			—			—			(3,550		)
Tax benefit of equity transactions	—	—		(5,508		)	—			—			—			(5,508		)
Net income	—	—		—			105,485			—			18,648			124,133
Dividends paid to noncontrolling interests	—	—		—			—			—			(21,513		)	(21,513		)
Dividends	—	—		—			(37,874		)	—			—			(37,874		)
Other comprehensive income, net	—	—		—			—			2,537			—			2,537
Balance at March 31, 2016	243,212	$	2,432	$	630,371		$	6,199,112		$	(60,638	)	$	720,136		$	7,491,413
Balance at December 31, 2016	243,239	$	2,432	$	654,168		$	5,154,221		$	(52,140	)	$	708,764		$	6,467,445
Employee related equity activity
Amortization of share-based compensation	—	—		7,297			—			—			—			7,297
Issuance of share-based compensation shares	1,446	15		(21		)	—			—			—			(6		)
Shares withheld for taxes on equity transactions	—	—		(4,295		)	—			—			—			(4,295		)
Net income (loss)	—	—		—			(301,694		)	—			17,920			(283,774		)
Dividends paid to noncontrolling interests	—	—		—			—			—			(5,393		)	(5,393		)
Dividends	—	—		—			83			—			—			83
Other comprehensive income, net	—	—		—			—			468			—			468
Balance at March 31, 2017	244,685	$	2,447	$	657,149		$	4,852,610		$	(51,672	)	$	721,291		$	6,181,825

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

2016

2015

ASSETS

Current assets

Cash and cash equivalents

$
822,977

$
511,795

Accounts receivable

353,677

498,931

Taxes receivable

33,469

55,442

Prepaid expenses and other current assets

117,327

168,469

Total current assets

1,327,450

1,234,637

Property and equipment, at cost

14,135,376

14,054,558

Accumulated depreciation

(2,859,370
)

(2,572,331
)
Property and equipment, net

11,276,006

11,482,227

Other assets

125,860

132,319

Total assets

$
12,729,316

$
12,849,183

LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt

$
299,642

$
299,924

Accounts payable

138,459

221,077

Accrued payroll and related costs

50,435

81,364

Taxes payable

152,241

88,108

Interest payable

73,798

72,961

Other current liabilities

79,446

96,331

Total current liabilities

794,021

859,765

Long-term debt

3,829,416

4,162,638

Deferred income taxes

4,888

92,797

Other liabilities

284,916

319,512

Total liabilities

4,913,241

5,434,712

Commitments and contingencies

Shareholder equity

Ordinary shares; 261,246 shares outstanding

26,125

26,125

Capital in excess of par value

578,962

561,309

Retained earnings

6,549,764

6,167,211

Accumulated other comprehensive loss

(61,870
)

(63,175
)
Total shareholder equity

7,092,981

6,691,470

Noncontrolling interests

723,094

723,001

Total equity

7,816,075

7,414,471

Total liabilities and equity

$
12,729,316

$
12,849,183



	March 31, 2017			December 31, 2016
ASSETS
Current assets
Cash and cash equivalents	$	518,968		$	653,833
Accounts receivable, net	285,522			319,152
Taxes receivable	96,233			55,480
Prepaid expenses and other current assets	59,715			88,749
Total current assets	960,438			1,117,214
Property and equipment, at cost	12,381,850			12,364,888
Accumulated depreciation	(2,437,452		)	(2,302,940		)
Property and equipment, net	9,944,398			10,061,948
Other assets	90,117			178,552
Total assets	$	10,994,953		$	11,357,714
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	249,299		$	299,882
Accounts payable	83,643			107,868
Accrued payroll and related costs	34,935			48,319
Taxes payable	48,629			46,561
Interest payable	63,252			61,299
Other current liabilities	68,038			67,312
Total current liabilities	547,796			631,241
Long-term debt	3,792,520			4,040,229
Deferred income taxes	179,742			2,084
Other liabilities	297,083			292,183
Total liabilities	4,817,141			4,965,737
Commitments and contingencies
Shareholder equity
Ordinary shares; 261,246 shares outstanding	26,125			26,125
Capital in excess of par value	601,356			594,091
Retained earnings	4,880,712			5,115,137
Accumulated other comprehensive loss	(51,672		)	(52,140		)
Total shareholder equity	5,456,521			5,683,213
Noncontrolling interests	721,291			708,764
Total equity	6,177,812			6,391,977
Total liabilities and equity	$	10,994,953		$	11,357,714

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~INCOME~~

OPERATIONS

Three Months Ended

Six Months Ended

June 30,

June 30,

2016

2015

2016

2015

Operating revenues

Contract drilling services

$
876,697

$
771,307

$
1,468,064

$
1,550,668

Reimbursables

17,933

22,248

38,539

47,229

Other

253

—

853

—

894,883

793,555

1,507,456

1,597,897

Operating costs and expenses

Contract drilling services

242,234

318,967

491,524

638,446

Reimbursables

14,298

17,652

30,304

37,809

Depreciation and amortization

150,938

158,797

300,611

312,663

General and administrative

13,853

13,509

24,458

25,717

Loss on impairment

16,616

—

16,616

—

437,939

508,925

863,513

1,014,635

Operating income

456,944

284,630

643,943

583,262

Other income (expense)

Interest expense, net of amount capitalized

(57,306
)

(57,465
)

(114,406
)

(106,509
)
Gain on extinguishment of debt, net

11,066

—

11,066

—

Interest income and other, net

(1,203
)

(1,901
)

(1,936
)

4,547

Income before income taxes

409,501

225,264

538,667

481,300

Income tax provision

(56,120
)

(39,536
)

(49,617
)

(83,094
)
Net income

353,381

185,728

489,050

398,206

Net income attributable to noncontrolling interests

(22,533
)

(18,817
)

(41,181
)

(38,864
)
Net income attributable to Noble Corporation

$
330,848

$
166,911

$
447,869

$
359,342



	Three Months Ended March 31,
	2017			2016
Operating revenues
Contract drilling services	$	354,659		$	591,367
Reimbursables	8,304			20,606
Other	13			600
	362,976			612,573
Operating costs and expenses
Contract drilling services	160,016			249,290
Reimbursables	5,146			16,006
Depreciation and amortization	135,718			149,673
General and administrative	9,064			10,605
	309,944			425,574
Operating income	53,032			186,999
Other income (expense)
Interest expense, net of amount capitalized	(73,447		)	(57,100		)
Interest income (expense) and other, net	1,119			(733		)
Income (loss) before income taxes	(19,296		)	129,166
Income tax benefit (provision)	(257,373		)	6,503
Net income (loss)	(276,669		)	135,669
Net income attributable to noncontrolling interests	(17,920		)	(18,648		)
Net income (loss) attributable to Noble Corporation	$	(294,589	)	$	117,021

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(LOSS)

Three Months Ended

Six Months Ended

June 30,

June 30,

2016

2015

2016

2015

Net income

$
353,381

$
185,728

$
489,050

$
398,206

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments

38

1,425

806

(1,874
)
Foreign currency forward contracts

(2,054
)

3,054

(1,068
)

(91
)
Amortization of deferred pension plan amounts (net of tax
   provision of $410 and $582 for the three months ended
   June 30, 2016 and 2015, respectively, and $819 and
   $1,148 for the six months ended June 30, 2016 and 2015,
   respectively

784

1,129

1,567

2,210

Other comprehensive income (loss), net

(1,232
)

5,608

1,305

245

Net comprehensive income attributable to noncontrolling
   interests

(22,533
)

(18,817
)

(41,181
)

(38,864
)
Comprehensive income attributable to Noble Corporation

$
329,616

$
172,519

$
449,174

$
359,587



	Three Months Ended March 31,
	2017			2016
Net income (loss)	$	(276,669	)	$	135,669
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	186			768
Foreign currency forward contracts	(110		)	986
Amortization of deferred pension plan amounts (net of tax provision of $167 and $409 for the three months ended March 31, 2017 and 2016, respectively)	392			783
Other comprehensive income, net	468			2,537
Net comprehensive income attributable to noncontrolling interests	(17,920		)	(18,648		)
Comprehensive income (loss) attributable to Noble Corporation	$	(294,121	)	$	119,558

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

June 30,

2016

2015

Cash flows from operating activities

Net income

$
489,050

$
398,206

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

300,611

312,663

Loss on impairment

16,616

—

Gain on extinguishment of debt, net

(11,066
)

—

Deferred income taxes

(100,408
)

(17,312
)
Capital contribution by parent - share-based compensation

17,653

14,695

Net change in other assets and liabilities

166,837

44,726

Net cash from operating activities

879,293

752,978

Cash flows from investing activities

Capital expenditures

(120,531
)

(170,283
)
Change in accrued capital expenditures

(38,378
)

(38,408
)
Proceeds from disposal of assets

21,190

—

Net cash from investing activities

(137,719
)

(208,691
)
Cash flows from financing activities

Net change in borrowings outstanding on bank credit facilities

—

(1,123,495
)
Issuance of senior notes

—

1,092,728

Debt issuance costs on senior notes and credit facilities

—

(16,070
)
Repayment of long-term debt

(300,000
)

—

Early repayment of long-term debt

(22,207
)

—

Premiums paid on early repayment of long-term debt

(1,781
)

—

Dividends paid to noncontrolling interests

(41,088
)

(44,484
)
Distributions to parent company, net

(65,316
)

(273,626
)
Net cash from financing activities

(430,392
)

(364,947
)
Net change in cash and cash equivalents

311,182

179,340

Cash and cash equivalents, beginning of period

511,795

65,780

Cash and cash equivalents, end of period

$
822,977

$
245,120



	Three Months Ended March 31,
	2017			2016
Cash flows from operating activities
Net income (loss)	$	(276,669	)	$	135,669
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	135,718			149,673
Deferred income taxes	268,076			(22,513		)
Capital contribution by parent - share-based compensation	7,265			9,119
Net change in other assets and liabilities	14,125			(84,198		)
Net cash provided by operating activities	148,515			187,750
Cash flows from investing activities
Capital expenditures	(18,716		)	(51,357		)
Change in accrued capital expenditures	(19,666		)	(37,967		)
Proceeds from disposal of assets	273			3,031
Net cash used in investing activities	(38,109		)	(86,293		)
Cash flows from financing activities
Debt issuance costs on senior notes and credit facility	(42		)	—
Repayment of long-term debt	(300,000		)	(300,000		)
Dividends paid to noncontrolling interests	(5,393		)	(21,513		)
Contributions (distributions) from (to) parent company, net	60,164			(56,316		)
Net cash used in financing activities	(245,271		)	(377,829		)
Net decrease in cash and cash equivalents	(134,865		)	(276,372		)
Cash and cash equivalents, beginning of period	653,833			511,795
Cash and cash equivalents, end of period	$	518,968		$	235,423

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Accumulated

Capital in

Other

Shares

Excess of

Retained

Comprehensive

Noncontrolling

Total

Balance

Par Value

Par Value

Earnings

Loss

Interests

Equity

Balance at December 31, 2014

261,246

$
26,125

$
530,657

$
6,009,114

$
(69,418
)

$
722,304

$
7,218,782

Distributions to parent company, net

—

—

—

(273,626
)

—

—

(273,626
)
Capital contribution by parent - share-
based compensation

—

—

14,695

—

—

—

14,695

Net income

—

—

—

359,342

—

38,864

398,206

Dividends paid to noncontrolling interests

—

—

—

—

—

(44,484
)

(44,484
)
Other comprehensive income, net

—

—

—

—

245

—

245

Balance at June 30, 2015

261,246

$
26,125

$
545,352

$
6,094,830

$
(69,173
)

$
716,684

$
7,313,818

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

—

—

—

(65,316
)

—

—

(65,316
)
Capital contribution by parent - share-
based compensation

—

—

17,653

—

—

—

17,653

Net income

—

—

—

447,869

—

41,181

489,050

Dividends paid to noncontrolling interests

—

—

—

—

—

(41,088
)

(41,088
)
Other comprehensive income, net

—

—

—

—

1,305

—

1,305

Balance at June 30, 2016

261,246

$
26,125

$
578,962

$
6,549,764

$
(61,870
)

$
723,094

$
7,816,075



	Shares			Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
	Balance	Par Value		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity
Balance at December 31, 2015	261,246	$	26,125	$	561,309	$	6,167,211		$	(63,175	)	$	723,001		$	7,414,471
Distributions to parent company, net	—	—		—		(56,316		)	—			—			(56,316		)
Capital contribution by parent - share-based compensation	—	—		9,119		—			—			—			9,119
Net income	—	—		—		117,021			—			18,648			135,669
Dividends paid to noncontrolling interests	—	—		—		—			—			(21,513		)	(21,513		)
Other comprehensive income, net	—	—		—		—			2,537			—			2,537
Balance at March 31, 2016	261,246	$	26,125	$	570,428	$	6,227,916		$	(60,638	)	$	720,136		$	7,483,967
Balance at December 31, 2016	261,246	$	26,125	$	594,091	$	5,115,137		$	(52,140	)	$	708,764		$	6,391,977
Contributions to parent company, net	—	—		—		60,164			—			—			60,164
Capital contribution by parent - share-based compensation	—	—		7,265		—			—			—			7,265
Net income (loss)	—	—		—		(294,589		)	—			17,920			(276,669		)
Dividends paid to noncontrolling interests	—	—		—		—			—			(5,393		)	(5,393		)
Other comprehensive income, net	—	—		—		—			468			—			468
Balance at March 31, 2017	261,246	$	26,125	$	601,356	$	4,880,712		$	(51,672	)	$	721,291		$	6,177,812

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Basis of Presentation

Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), is a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of ~~the filing date of this Quarterly Report on Form 10-Q,~~May 5, 2017, our fleet consisted of 14 jackups, eight drillships and ~~eight~~six semisubmersibles.

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil and gas industry. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist largely of major independent and ~~government owned/~~government-owned or controlled oil and gas companies throughout the world. As of ~~June 30, 2016,~~March 31, 2017, our contract drilling services segment conducted operations in the United States, the North Sea, ~~the Mediterranean, the Black Sea,~~South Africa, the Middle East, Asia and ~~Australia.~~South America. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

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

The accompanying unaudited consolidated financial statements of Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, ~~2015~~2016 Consolidated Balance Sheets presented herein are derived from the December 31, ~~2015~~2016 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed by both Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in prior periods have been reclassified to conform to the current year presentation. In accordance with our adoption of Accounting Standards Update (“ASU”) No. ~~2015-03 on January 1, 2016, unamortized debt issuance costs related to our senior notes~~2016-09, excess tax benefits of approximately ~~$26~~$5.5 million as of ~~December~~March 31, ~~2015, which were~~2016, previously ~~included~~classified as a financing activity in “Employee stock transactions,” are classified as an operating activity in “Other ~~assets,~~current liabilities” on the accompanying Consolidated Statement of Cash Flows. Shares withheld for taxes on employee stock transactions of approximately $3 million as of March 31, 2016, previously classified as an operating activity in “Other current liabilities,” are ~~included~~classified as a financing activity in ~~either “Current maturities of long-term debt” or “Long-term debt”~~“Employee stock transactions” in the accompanying Consolidated ~~Balance Sheets, based upon the maturity date~~Statement of ~~the respective senior notes.~~

Cash Flows.

Note 2 — Spin-off of Paragon Offshore plc (“Paragon Offshore”)

On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore, to the holders of Noble’s ordinary shares.

In February 2016, Paragon Offshore sought approval of a pre-negotiated plan of reorganization (the "Prior Plan") by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code. As part of the Prior Plan, we entered into ~~an agreement in principle for~~ a settlement agreement with Paragon Offshore (the “Settlement Agreement”) under which, in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including ~~certain~~fraudulent conveyance claims that could be brought on behalf of Paragon Offshore’s creditors), we agreed to provide certain tax bonding in Mexico as well as assume certain tax liabilities and the administration of Mexican tax claims for a specified ~~years up~~number of years. The bonding to ~~and including 2010, as well as the related bonding obligations and certain~~be provided by Noble-UK was a key benefit to Paragon Offshore of the ~~related~~Settlement Agreement, which was subject to bankruptcy court confirmation as part of a bankruptcy plan. The Prior Plan was rejected by the bankruptcy court in October 2016.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

abandoned the Settlement Agreement as part of the New Plan and the Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principle with both its secured and unsecured creditors to revise the New Plan to, among other things, create and fund a litigation trust to pursue litigation against us.

We continue to discuss our continuing relationship with Paragon Offshore, including the possibility of entering into a new settlement agreement. There can be no assurance that the Company will reach any such settlement agreement with Paragon Offshore. If we do not enter into a settlement agreement with Paragon Offshore, ~~which was signed by~~we expect Paragon Offshore or its creditors would use the ~~parties on April 29, 2016, is subject~~litigation trust to pursue claims against us relating to the ~~approval~~Spin-off, including any alleged fraudulent conveyance claims. We continue to believe that Paragon Offshore, at the time of the Spin-off, was properly funded, solvent and had appropriate liquidity and that any fraudulent conveyance claim or other claim related to the Spin-off that may be brought by Paragon ~~Offshore’s bankruptcy plan~~Offshore or its creditors, would be without merit and would be contested vigorously by ~~a bankruptcy court. The court is not expected to rule on the plan until late September 2016~~us (see Note 14 for additional information).

Prior to the completion of the Spin-off, ~~Noble~~Noble-UK and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the ~~Spin-off.~~

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Spin-off (the "Separation Agreements").

Master Separation Agreement (“MSA”)

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

Employee Matters Agreement (“EMA”)

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

Tax Sharing Agreement (“TSA”)

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

Transition Services Agreements

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

In the course of its bankruptcy, Paragon Offshore may elect to reject the Separation Agreements. If Paragon Offshore rejects the Separation Agreements, the indemnity obligations that Paragon Offshore may owe us under the Separation Agreements would terminate, including indemnities arising under the MSA and the TSA in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the Spin-off. We could, however, pursue claims against Paragon Offshore for such indemnity amounts in the bankruptcy proceeding. Any such claims would be unsecured claims in the bankruptcy. Likewise, any indemnity obligations that we may owe Paragon Offshore under the Separation Agreements, including those under the MSA and the TSA in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon Offshore-retained entities, would also be extinguished. We do not expect that a rejection of the Separation Agreements by Paragon Offshore would have a material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to which we are unable to secure indemnification from Paragon Offshore could have an adverse impact on our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle.

Note 3 — Consolidated Joint Ventures

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

During the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ the Bully joint ventures approved and paid dividends totaling ~~$82~~$11 million and ~~$89~~$43 million, respectively. Of these amounts, 50 percent was paid to our joint venture partner.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The combined carrying amount of the Bully-class drillships at both ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 totaled $1.4 billion. These assets were primarily funded through partner equity contributions. Cash held by the Bully joint ventures totaled approximately ~~$52~~$45 million at ~~June 30, 2016~~March 31, 2017 as compared to approximately ~~$50~~$35 million at December 31, ~~2015.~~

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

2016.

Note 4 — Share Data

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

Three months ended

Six months ended

June 30,

June 30,

2016

2015

2016

2015

Numerator:

Basic

Net income attributable to Noble-UK

$
322,866

$
159,031

$
428,351

$
337,434

Earnings allocated to unvested share-based payment
   awards

(11,678
)

(3,555
)

(15,516
)

(7,489
)
Net income to common shareholders - basic

$
311,188

$
155,476

$
412,835

$
329,945

Diluted

Net income attributable to Noble-UK

$
322,866

$
159,031

$
428,351

$
337,434

Earnings allocated to unvested share-based payment
   awards

(11,678
)

(3,555
)

(15,516
)

(7,489
)
Net income to common shareholders - diluted

$
311,188

$
155,476

$
412,835

$
329,945

Denominator:

Weighted average shares outstanding - basic

243,217

241,966

243,021

242,324

Incremental shares issuable from assumed exercise of
   stock options

—

—

—

—

Weighted average shares outstanding - diluted

243,217

241,966

243,021

242,324

Weighted average unvested share-based payment awards

9,127

5,533

9,134

5,500

Earnings per share

Basic

$
1.28

$
0.64

1.70

1.36

Diluted

$
1.28

$
0.64

1.70

1.36

Dividends per share

$
0.02

$
0.375

$
0.17

$
0.75



	Three Months Ended March 31,
	2017			2016
Numerator:
Basic
Net income (loss) attributable to Noble-UK	$	(301,694	)	$	105,485
Earnings allocated to unvested share-based payment awards	—			(3,822		)
Net income (loss) to common shareholders - basic	$	(301,694	)	$	101,663
Diluted
Net income (loss) attributable to Noble-UK	$	(301,694	)	$	105,485
Earnings allocated to unvested share-based payment awards	—			(3,822		)
Net income (loss) to common shareholders - diluted	$	(301,694	)	$	101,663
Denominator:
Weighted average shares outstanding - basic	244,222			242,826
Incremental shares issuable from assumed exercise of stock options	—			—
Weighted average shares outstanding - diluted	244,222			242,826
Weighted average unvested share-based payment awards	—			9,129
Earnings (loss) per share
Basic	$	(1.24	)	$	0.42
Diluted	$	(1.24	)	$	0.42
Dividends per share	$	—		$	0.150

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the three months ended ~~June 30,~~March 31, 2017 and 2016, ~~and 2015,~~ approximately ~~1.6~~1.3 million and ~~1.7~~1.6 million shares underlying stock options, respectively, were excluded from the diluted earnings per share as such stock options were not dilutive.

For the three months ended March 31, 2017, we experienced a net loss from continuing operations and as a result, approximately 9 million unvested share-based payment awards were excluded from the diluted earnings per share calculation, as such awards were not dilutive.

As of ~~June 30, 2016,~~March 31, 2017, Noble-UK had approximately ~~243.2~~244.7 million shares outstanding and trading as compared to approximately ~~242.0~~243.2 million shares outstanding and trading at December 31, ~~2015.~~2016. Our Board of Directors may increase our share capital through the issuance of up to 53 million authorized shares (at current nominal value of $0.01 per share) without obtaining shareholder approval.

Our most recent quarterly dividend payment to shareholders, totaling approximately $5 million (or $0.02 per share), was declared on April 22, 2016 and paid on May 9, 2016 to holders of record on May 2, 2016.

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

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

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. ~~In December 2014,~~Prior to April 22, 2016, we ~~received~~had shareholder approval to repurchase up to 37 million ordinary ~~shares, or approximately 15 percent of our outstanding ordinary shares at the time of the~~shares. That authority has now expired and we do not currently have shareholder ~~approval. The~~ authority to make such repurchases expired at the end of the Company’s 2016 annual general meeting of shareholders, which was held on April 22, 2016. During 2015, we repurchased 6.2 million of our ordinary shares covered by this authorization for a total cost of approximately $101 million. During the six months ended June 30, 2016, we did not repurchase ~~any of our~~ shares.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 5 — Contract Settlement and Termination Agreement with Freeport-McMoRan Inc.

On May 10, 2016, Freeport-McMoRan Inc. (“~~FCX”~~Freeport”), Freeport-McMoRan Oil & Gas LLC and one of our subsidiaries entered into an agreement terminating the contracts on the Noble Sam Croft and the Noble Tom Madden (“FCX Settlement”), which were scheduled to end in July 2017 and November 2017, respectively. For the three and six months ended June 30, 2016, Noble recognized approximately $379 million in “Contract drilling services revenue” associated with the FCX Settlement, which included $348 million recorded as a termination fee and $31 million for the accelerated recognition of other deferred contractual items. For the three and six months ended June 30, 2016, $11 million was recognized in “Contract drilling services expense” for the accelerated recognition of deferred mobilization and other expenses.

Pursuant to the FCX Settlement, Noble may receive payments ~~from FCX contingent~~based upon the average price of oil over a 12 month period from June 30, 2016 through June 30, 2017. These contingent payments were not designated for hedge accounting treatment under FASB standards, and therefore, changes in fair value are recognized as either income or loss in the accompanying Consolidated Statements of ~~Income. On May 10, 2016,~~Operations. For the three months ended March 31, 2017, we recognized a loss of approximately ~~$14 million in “Contract drilling services revenue” resulting from the contract termination date valuation of these contingent payments. On June 30, 2016, we recognized an additional $4~~$7.9 million in “Contract drilling services revenue,” ~~which represents~~related to the ~~change in~~ valuation of this contingent payment. As of March 31, 2017, the estimated fair value of these contingent payments ~~from the termination date (May 10, 2016) to June 30, 2016~~was $6.5 million which is included in “Prepaid expenses and other current assets” (see Note 11 for additional information).

Note 6 — Receivables from Customers

At ~~June 30, 2016,~~March 31, 2017, we had receivables of approximately $14 million related to the Noble Max Smith, which are being disputed by our former customer, Petróleos Mexicanos (“Pemex”). These receivables have been classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet. The disputed amounts relate to lost revenues for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our rig in 2010. In January 2012, we filed a lawsuit against Pemex in Mexican court seeking recovery of these amounts. While we can make no assurances as to the outcome of this dispute, we believe we are entitled to the disputed amounts.

Note 7 — Property and Equipment

Property and equipment, at cost, as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016 for Noble-UK consisted of the following:

June 30,

December 31,

2016

2015

Drilling equipment and facilities

$
13,471,029

$
13,074,804

Construction in progress

462,420

761,347

Other

201,927

220,172

Property and equipment, at cost

$
14,135,376

$
14,056,323



	March 31, 2017		December 31, 2016
Drilling equipment and facilities	$	12,100,890	$	12,048,571
Construction in progress	76,261		112,103
Other	204,699		204,214
Property and equipment, at cost	$	12,381,850	$	12,364,888

Capital expenditures, including capitalized interest, totaled ~~$121~~$19 million and ~~$170 million for the six months ended June 30, 2016 and 2015, respectively. Capitalized interest was $3 million and $7~~$51 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016, ~~respectively, as compared~~respectively. There was no capitalized interest for the three months ended March 31, 2017, due to ~~$6 million and $12~~the completion of our newbuild program. Capitalized interest was$4 million for the three ~~and six~~ months ended ~~June 30, 2015, respectively.~~

~~During the six months ended June 30, 2016, we completed the sale of certain corporate assets and the previously retired rigs, the jackup~~ ~~Noble Charles Copeland~~ March 31, 2016.~~and the drillship~~ ~~Noble Discoverer.~~ ~~In connection with the sale of these assets, we received proceeds of approximately $21 million.~~

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Also during the six months ended June 30, 2016, we recorded an impairment charge of $17 million as a result of our decision to dispose of certain capital spare equipment.~~

Our total debt consisted of the following at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015:~~

2016:

Less: Current maturities of long-term debt ⁽¹⁾

Credit Facility and Commercial Paper Program

We currently have a five-year $2.4 billion senior unsecured credit facility that matures in January ~~2020.~~2020 and is guaranteed by our indirect, wholly owned subsidiaries, Noble Holding (U.S.) LLC ("NHUS") and Noble Holding International Limited ("NHIL"). The credit facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing.

Throughout the term of the credit facility, we pay a facility fee on the daily unused amount of the underlying commitment which ranges from 0.1 percent to 0.35 percent depending on our debt ratings. At ~~June 30, 2016,~~March 31, 2017, based on our debt ratings on that date, the facility fee was 0.35 percent. At March 31, 2017, we had no borrowings outstanding or letters of credit ~~issued~~issued. In addition, our credit facility has provisions which vary the applicable interest rates based upon our debt ratings. At March 31, 2017, the interest rate in effect is the highest permitted interest rate under the credit facility.

~~We also have a~~

During 2016, we terminated our commercial paper program ~~that allows~~which had allowed us to issue up to $2.4 billion in unsecured commercial paper notes. ~~Amounts issued under~~This termination does not reduce the ~~commercial paper program are supported by the unused~~ capacity under our credit ~~facility~~facility.

In December 2016, we issued $1 billion aggregate principal amount of 7.75% Senior Notes, which we issued through our indirect wholly-owned subsidiary, NHIL. The net proceeds of approximately $968 million, after estimated expenses, were primarily used to retire debt related to our tender offer and ~~therefore, are classified as long-term~~the remaining portion will be used for general corporate purposes.

Senior Notes Interest Rate Adjustments

During 2016, we experienced several debt rating downgrades by Moody’s Investors Service and S&P Global Ratings, which reduced our debt ratings below investment grade. As a result of these downgrades, we experienced interest rate increases during 2016 on our ~~Consolidated Balance Sheet. The outstanding amounts~~Senior Notes due 2018, 2025 and 2045, all of ~~commercial paper reduce availability under~~which are subject to provisions which vary the applicable interest rates if our ~~credit facility. Access to our commercial paper program is dependent upon our credit ratings. As our credit ratings are~~debt rating falls below investment grade, ~~we are currently prohibited from accessing~~with continued adjustments up to a contractually-defined maximum interest rate increase set for each rating agency. Effective March 2017, the ~~commercial paper market.~~

interest rates on our Senior Notes due 2018 increased to 5.75% and effective April 1, 2017, the interest rates on our Senior Notes due 2025 and 2045 increased to 7.70% and 8.70%, respectively, as a result of the most recent debt rating downgrade. On April 28, 2017, Moody’s Investors Service reduced our debt rating. However,

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

~~As of June 30, 2016, we had~~

there was no ~~amounts drawn on our credit facility.~~

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

~~Senior Unsecured Notes~~

~~In February 2016, as a result of a reduction~~further increase in our debt rating below investment grade by Moody’s Investors Service, the interest rates on our Senior Notes due 2018, Senior Notes due 2025 and Senior Notes due 2045 were increased 1.00% each to 5.00%, 6.95% and 7.95%, respectively, effective the first day of each interest period after which the downgrade occurred. As a result of an additional downgrade by S&P Global Ratings in July 2016, the interest rates on these Senior Notes ~~were further increased by 0.25% each to 5.25%, 7.20% and 8.20%, respectively, effective~~because we have reached the ~~first day~~contractually-defined maximum interest rate increase in respect of ~~each interest period after which the downgrade occurred.~~Moody’s Investors Service downgrades. The interest rates on these Senior Notes may be further increased if our debt ~~rating~~ratings were to be downgraded further by S&P Global Ratings (up to a maximum of an additional 7525 basis points). or decreased if our debt ratings were to be raised by either rating agency above specified levels.

Our other outstanding senior notes, including the Senior Notes due 2024 issued in December 2016, do not contain provisions varying applicable interest rates based upon our credit rating.

Debt Tender Offers and Repayments

In ~~March~~December 2016, we ~~repaid~~commenced cash tender offers for our ~~maturing $300 million 3.05%~~4.90% Senior Notes due 2020, of which $468 million principal amount was outstanding, our 4.625% Senior Notes due 2021, of which $397 million principal amount was outstanding and our 3.95% Senior Notes due 2022, of which $400 million principal amount was outstanding. On December 28, 2016, we purchased $762 million of these Senior Notes for $750 million, plus accrued interest, using ~~cash on hand.~~

a portion of the net proceeds of the $1 billion Senior Notes due 2024 issuance in December 2016. As a result of this transaction, we recognized a net gain of approximately $7 million.

In March 2016, we commenced cash tender offers for our 4.90% Senior Notes due 2020, of which $500 million principal amount was outstanding, and our 4.625% Senior Notes due 2021, of which $400 million principal amount was outstanding. On April 1, 2016, we purchased $36 million of these Senior Notes for $24 million, plus accrued interest, using cash on hand. As a result of this transaction, we recognized a net gain of approximately $11 ~~million during the three and six months ended June 30, 2016, which is reflected as “Gain on extinguishment of debt, net” in the accompanying Consolidated Statements of Income.~~

~~Our~~million.

In March 2017, we repaid our maturing $300 million 2.50% Senior Notes ~~mature during the first quarter of 2017.~~ using cash on hand.

We anticipate using cash on hand to repay the outstanding ~~balances.~~

balance of our $250 million 5.75% Senior Notes, maturing in March 2018.

The credit facility is guaranteed by ~~Noble Holding International Limited (“NHIL”)~~NHUS and ~~Noble Holding Corporation (“NHC”).~~NHIL. The credit facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the credit facility, to 0.60. At ~~June 30, 2016,~~March 31, 2017, our ratio of debt to total tangible capitalization was approximately ~~0.35.~~0.40. We were in compliance with all covenants under the credit facility as of ~~June 30, 2016.~~

March 31, 2017.

In addition to the covenants from the credit facility noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions. At ~~June 30, 2016,~~March 31, 2017, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of ~~2016.~~

2017.

Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our senior notes was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). All remaining fair value disclosures are presented in Note 12.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents the estimated fair value of our total debt, not including the effect of unamortized debt issuance costs, as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively:

Note 9 — Income Taxes

At ~~June 30, 2016,~~March 31, 2017, the reserves for uncertain tax positions totaled ~~$167~~$185 million (net of related tax benefits of $1 million). If the ~~June 30, 2016~~March 31, 2017 reserves are not realized, the provision for income taxes would be reduced by ~~$167~~$185 million. At December 31, ~~2015,~~2016, the reserves for uncertain tax positions totaled ~~$166~~$173 million (net of related tax benefits of ~~$14~~$1 million).

It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of changes in our existing liabilities due to various uncertainties, such as the unresolved nature of various audits.

At March 31, 2017, our income tax provision included a non-cash, discrete item of $260 million as the result of an internal tax restructuring, which was implemented to reduce costs associated with the ownership of multiple legal entities, simplify the overall legal entity structure, ease deployment of cash throughout the business and consolidate operations into one centralized group of entities. The effect of this tax restructuring will be to lower current tax expense.

Note 10 — Employee Benefit Plans

Pension costs include the following components for the three months ended ~~June 30,~~March 31, 2017 and 2016:

During the three months ended March 31, 2017, we made no contributions to our pension plans. During the three months ended March 31, 2016, ~~and 2015:~~

we made contributions to our pension plans of approximately $0.1 million.

Three Months Ended June 30,

2016

2015

Non-U.S.

U.S.

Non-U.S.

U.S.

Service cost

$
799

$
1,662

$
846

$
2,149

Interest cost

641

2,389

632

2,300

Return on plan assets

(904
)

(3,097
)

(911
)

(3,286
)
Amortization of prior service cost

27

29

26

36

Recognized net actuarial loss

38

1,100

110

1,539

Net pension expense

$
601

$
2,083

$
703

$
2,738

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30,

2016

2015

Non-U.S.

U.S.

Non-U.S.

U.S.

Service cost

$
1,574

$
3,324

$
1,720

$
4,298

Interest cost

1,275

4,778

1,274

4,599

Return on plan assets

(1,799
)

(6,194
)

(1,837
)

(6,573
)
Amortization of prior service cost

53

58

53

71

Recognized net actuarial loss

75

2,200

155

3,079

Net pension expense

$
1,178

$
4,166

$
1,365

$
5,474

During the ~~three and six months ended June 30,~~fourth quarter of 2016, we ~~made contributions~~approved amendments, effective as of December 31, 2016, to our ~~pension~~non-U.S. and U.S. defined benefit plans. With these amendments, employees and alternate payees will accrue no future benefits under the plans ~~totaling approximately $3 million.~~

after December 31, 2016. However, these amendments will not affect any benefits earned through that date.

Note 11 — Derivative Instruments and Hedging Activities

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

The FCX Settlement includes two contingent payments, which are further discussed below. We are accounting for these contingent payments as derivative instruments that do not qualify under the Financial Accounting Standards Board (“FASB”) standards for hedge accounting treatment, and therefore, changes in fair values are recognized as either income or loss in the accompanying Consolidated Statements of ~~Income.~~

Operations.

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

Several of our regional shorebases, including our North Sea ~~and Australian~~ operations, have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of ~~2016~~2017 represent approximately 6070 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. Dollars, was approximately $25 million at ~~June 30, 2016.~~March 31, 2017. Total unrealized losses related to these forward contracts were approximately $1$0.1 million as of ~~June 30, 2016~~March 31, 2017 and were recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

As discussed in Note 5, pursuant to the FCX Settlement, Noble may receive contingent payments from the FCX Settlement on September 30, 2017, depending on the average price of oil over a 12 month period from June 30, 2016 through June 30, 2017. The average price of oil will be calculated using the daily closing price of West Texas Intermediate crude oil (“WTI”) (CL1) on the New York Mercantile Exchange for the period of June 30, 2016 through June 30, 2017. If the price of WTI averages more than $50 per barrel during such period, ~~FCX~~Freeport will pay $25 million to Noble. In addition to the $25 million contingent payment, if the price of WTI averages more than $65 per barrel during such period, ~~FCX~~Freeport will pay an additional $50 million to Noble. These contingent payments do not qualify for hedge accounting treatment under FASB standards, and therefore, changes in fair values are recognized as either income or loss in the accompanying Consolidated Statements of ~~Income.~~Operations. These contingent payments are referred to as non-designated derivatives in the following tables. ~~On May 10, 2016,~~

For the three months ended March 31, 2017, we recognized a loss of approximately ~~$14 million in “Contract drilling services revenue” resulting from the contract termination date valuation of these contingent payments. On June 30, 2016, we recognized an additional $4~~$7.9 million in “Contract drilling services revenue,” ~~which represents~~related to the ~~change in~~ valuation of this contingent payment. As of March 31, 2017, the estimated fair value of these contingent payments ~~from the termination date (May 10, 2016) to June 30, 2016.~~

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unless otherwise indicated, dollar amounts~~was $6.5 million which is included in ~~tables are in thousands, except per share data)~~

“Prepaid expenses and other current assets.”

Financial Statement Presentation

The following table, together with Note 12, summarizes the financial statement presentation and fair value of our derivative positions as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015:~~

2016:

Estimated fair value

Balance sheet
classification

June 30,
2016

December 31,
2015

Asset derivatives

Cash flow hedges

Short-term foreign currency forward
contracts

Prepaid expenses and
other current assets

$
428

$
—

Non-designated derivatives

FCX Settlement

Other assets

17,600

—

Liability derivatives

Cash flow hedges

Short-term foreign currency forward
contracts

Other current liabilities

$
1,496

$
—



		Estimated fair value
	Balance sheet classification	March 31, 2017		December 31, 2016
Asset derivatives
Non-designated derivatives
FCX Settlement	Prepaid expenses and other current assets	$	6,500	$	14,400
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	110	$	—

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

To supplement the fair value disclosures in Note 12, the following table summarizes the recognized gains and losses of cash flow hedges and non-designated derivatives through AOCL or as “contract drilling services” revenue or expense for the three months ended ~~June 30, 2016~~March 31, 2017 and ~~2015:~~

2016:

Note 12 — Fair Value of Financial Instruments

The FASB guidance establishes a fair value hierarchy that distinguishes between assumptions based on market data from independent sources (“observable inputs”) and a reporting entity’s internal assumptions based upon the best information available when external market data is limited or unavailable (“unobservable inputs”). The fair value hierarchy under FASB guidance prioritizes inputs within three levels:

Level 1: Valuations based on quoted prices in active markets for identical assets;

Level 2: Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar but not identical instruments; and

Level 3: Valuations based on unobservable inputs.

The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis:

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Our cash and cash equivalents, accounts receivable, marketable securities and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value. The foreign currency forward contracts have been valued using actively quoted prices and quotes obtained from the counterparties to the contracts. The FCX Settlement has been valued using a Monte Carlo Simulation Model based on the following assumptions as of ~~June 30, 2016:~~

March 31, 2017:

Discount rate ⁽¹⁾

Underlying spot price⁽²⁾

~~(2)~~
(2)	Based on the last trading price of the WTI spot contract from Bloomberg as of ~~June 30, 2016.~~ March 31, 2017.

The following table details the activity related to the FCX Settlement asset classified within Level 3 of the valuation hierarchy for the periods indicated:

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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



Balance as of December 31, 2016	$	14,400
Change in fair value recognized in earnings	(7,900		)
Balance as of March 31, 2017	$	6,500

Note 13 — Accumulated Other Comprehensive Loss

The following ~~tables set forth~~table presents the ~~components of, and~~ changes in the accumulated balances for each component of AOCL for the ~~six~~three months ended ~~June 30, 2016~~March 31, 2017 and ~~2015.~~2016. All amounts within the tables are shown net of tax.

Gains /

Defined

(Losses) on

Benefit

Foreign

Cash Flow

Pension

Currency

Hedges⁽¹⁾

Items⁽²⁾

Items

Total

Balance at December 31, 2014

$
—

$
(58,440
)

$
(10,978
)

$
(69,418
)
Activity during period:

Other comprehensive income/(loss) before
reclassifications

513

—

(1,874
)

(1,361
)
Amounts reclassified from AOCL

(604
)

2,210

—

1,606

Net other comprehensive income/(loss)

(91
)

2,210

(1,874
)

245

Balance at June 30, 2015

$
(91
)

$
(56,230
)

$
(12,852
)

$
(69,173
)
Balance at December 31, 2015

$
—

$
(46,919
)

$
(16,256
)

$
(63,175
)
Activity during period:

Other comprehensive income/(loss) before
reclassifications

(1,450
)

—

806

(644
)
Amounts reclassified from AOCL

382

1,567

—

1,949

Net other comprehensive income/(loss)

(1,068
)

1,567

806

1,305

Balance at June 30, 2016

$
(1,068
)

$
(45,352
)

$
(15,450
)

$
(61,870
)



	Gains / (Losses) on Cash Flow Hedges ⁽¹⁾			Defined Benefit Pension Items ⁽²⁾			Foreign Currency Items			Total
Balance at December 31, 2015	$	—		$	(46,919	)	$	(16,256	)	$	(63,175	)
Activity during period:
Other comprehensive income before reclassifications	894			—			768			1,662
Amounts reclassified from AOCL	92			783			—			875
Net other comprehensive income	986			783			768			2,537
Balance at March 31, 2016	$	986		$	(46,136	)	$	(15,488	)	$	(60,638	)
Balance at December 31, 2016	$	—		$	(35,865	)	$	(16,275	)	$	(52,140	)
Activity during period:
Other comprehensive income (loss) before reclassifications	(37		)	—			186			149
Amounts reclassified from AOCL	(73		)	392			—			319
Net other comprehensive income (loss)	(110		)	392			186			468
Balance at March 31, 2017	$	(110	)	$	(35,473	)	$	(16,089	)	$	(51,672	)

~~(1)~~
(1)	Gains / (losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCL are recognized through “contract drilling services” expense on our Consolidated Statements of ~~Income.~~Operations. See Note 11 for additional information.

~~(2)~~
(2)	Defined benefit pension items relate to actuarial changes and the amortization of prior service costs. Reclassifications from AOCL are recognized as expense on our Consolidated Statements of ~~Income~~Operations through either “Contract drilling services” or “General and administrative.” See Note 10 for additional information.

Note 14 — Commitments and Contingencies

In January 2017, a subsidiary of Transocean Ltd. filed suit against us and certain of our subsidiaries for patent infringement in a Texas federal court. The suit claims that five of our newbuild rigs that operated in the U.S. Gulf of Mexico violated Transocean patents relating to what is generally referred to as dual-activity drilling. We were aware of the patents when we constructed the

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

rigs, and we do not believe that our rigs infringe the Transocean patents, which are now expired. We intend to defend ourselves vigorously against this claim.

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

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

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

We are from time to time a party to various lawsuits that are incidental to our operations in which the claimants seek an unspecified amount of monetary damages for personal injury, including injuries purportedly resulting from exposure to asbestos on drilling rigs and associated facilities. At ~~June 30, 2016,~~March 31, 2017, there were 4243 asbestos related lawsuits in which we are one of many defendants. These lawsuits have been filed in the United States in the states of Louisiana and Mississippi. We intend to vigorously defend against the litigation. We do not believe the ultimate resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.

We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.

During 2014, the IRS began its examination of our tax reporting in the U.S. for the taxable years ended December 31, 2010 and 2011. The IRS examination team has completed its examination of our 2010 and 2011 U.S. tax returns and proposed adjustments and deficiencies with respect to certain items that were reported by us for the 2010 and 2011 tax year. On December 19, 2016, we received the Revenue Agent Report ("RAR") from the IRS. We believe that we have accurately reported all amounts in our ~~2010~~tax returns, and ~~2011 tax returns.~~have submitted administrative protests with the IRS Office of Appeals contesting the examination team’s proposed adjustments. We intend to vigorously defend our reported positions, and believe the ultimate resolution of the adjustments proposed by the IRS examination team will not have a material adverse effect on our consolidated financial statements.

~~Under~~ We have also been informed by the ~~TSA entered into at~~IRS that our 2012 and 2013 tax returns will be examined, and we anticipate that examination beginning during 2017. The IRS examination team also completed its examination of two U.S. subsidiaries of Frontier Drilling for 2011, and proposed no changes to those returns.

On August 1, 2014, Noble-UK completed the ~~time~~Spin-off through a pro rata distribution of all of the ~~Spin-off, Noble and~~ordinary shares of its wholly-owned subsidiary, Paragon Offshore, ~~are each responsible for~~to the ~~taxes that relate to their respective business (whether such taxes were incurred through a Noble-retained or a Paragon-retained entity) and provide a corresponding indemnity.~~ holders of Noble’s ordinary shares. In ~~addition, in~~ February 2016, Paragon Offshore sought approval of the Prior Plan by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code. As part of the Prior Plan, we entered into ~~an agreement in principle~~the Settlement Agreement with Paragon Offshore ~~relating to tax matters in Mexico described below~~under which, in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including ~~any~~fraudulent conveyance claims that could be brought on behalf of Paragon Offshore’s creditors), we agreed to provide certain tax bonding in Mexico as well as assume certain tax liabilities and the administration of Mexican tax claims for specified years. The bonding to be provided by Noble-UK was a

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

key benefit to Paragon Offshore of the Settlement Agreement, which was subject to bankruptcy court confirmation as part of a bankruptcy plan. The Prior Plan was rejected by the bankruptcy court in October 2016.

In April 2017, Paragon Offshore filed an updated disclosure statement and a New Plan in its ~~creditors)~~bankruptcy proceeding. Under the New Plan, including Paragon Offshore’s revised business plan, Paragon Offshore will no longer need the Mexican tax bonding that Noble was to provide under the Settlement Agreement. ~~The~~As a result, the Settlement Agreement is no longer applicable to the anticipated ongoing business of Paragon Offshore. Consequently, Paragon Offshore abandoned the Settlement Agreement as part of the New Plan, and the Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principle with both its secured and unsecured creditors to revise the New Plan to, among other things, create and fund a litigation trust to pursue litigation against us.

We continue to discuss our continuing relationship with Paragon Offshore, including the possibility of entering into a new settlement agreement. There can be no assurance that we will reach any settlement agreement with Paragon Offshore. If we do not enter into a settlement agreement with Paragon Offshore, ~~which was signed by~~we expect Paragon Offshore or its creditors would use the ~~parties on April 29, 2016, is subject~~funds in the litigation trust to pursue claims against us relating to the ~~approval~~Spin-off, including any alleged fraudulent conveyance claims. We continue to believe that Paragon Offshore, at the time of the Spin-off, was properly funded, solvent and had appropriate liquidity and that any fraudulent conveyance claim or other claim related to the Spin-off that may be brought by Paragon Offshore or its creditors would be without merit and would be contested vigorously by us. If litigation is instituted against Noble and we are unsuccessful in defending such claims, it could have a material adverse effect on our financial position, results of operations and/or cash flows.

In the course of its bankruptcy, Paragon Offshore may elect to reject the Separation Agreements. If Paragon Offshore rejects the Separation Agreements, the indemnity obligations that Paragon Offshore may owe us under the Separation Agreements would terminate, including indemnities arising under the MSA and the TSA in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the Spin-off. We could, however, pursue claims against Paragon Offshore for such indemnity amounts in the bankruptcy ~~plan~~proceeding. Any such claims would be unsecured claims in the bankruptcy. Likewise, any indemnity obligations that we may owe Paragon Offshore under the Separation Agreements, including those under the MSA and the TSA in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon Offshore-retained entities, would also be extinguished. We do not expect that a rejection of the Separation Agreements by Paragon Offshore would have a ~~bankruptcy court.~~ ~~The court is not expected~~material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to ~~rule~~which we are unable to secure indemnification from Paragon Offshore could have an adverse impact on ~~the plan until late September~~ ~~2016 (see Note 2 for additional information).~~

our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle.

Audit claims of approximately ~~$164~~$49 million attributable to income and other business taxes have been assessed against usNoble entities in Mexico, as detailed below. Under our settlement agreement with Paragon Offshore, we agreed to assume the administration of Paragon Offshore’s Mexican income and value-added taxes for the years 2005 through 2010 and for Paragon Offshore’s Mexican customs taxes through 2010, as well as the related bonding obligations and certain of the tax related liabilities.Mexico. In addition, under the ~~agreement with~~TSA, we must indemnify Paragon Offshore ~~we agreed to (i) pay all~~for final assessed amounts in respect of ~~the ultimate resolved amount~~approximately $9 million of tax audit claims arising from Noble's Mexican ~~income and value-added taxes related to Paragon Offshore’s~~ business that were incurred through a Noble-retained entity, (ii) pay 50 percent of the ultimate resolved amount of Mexican income and value-added taxes related to Paragon Offshore’s business that were incurred through a Paragon Offshore-retained entity, (iii) pay 50 percent of the ultimate resolved amount of Mexican custom taxes related to Paragon Offshore’s business, and (iv) be required to post any tax appeal bond that may be required to challenge a final assessment. Paragon Offshore also agreed to pay 50 percent of the third party costs incurred by us in the administration of the tax claims. In connection with Paragon Offshore’s revised reorganization plan filed on August 5, 2016, we agreed to allow Paragon Offshore to pay up to $5 million of the Mexican tax and administrative costs described above that become owed to us in the form of an interest bearing note, which will be due at the end of the four year period following approval of their plan. Tax assessments of approximately $47 million for income and value-added taxes have been made against Noble entities in Mexico. Tax assessments for income and value-added taxes of approximately $191 million have been made against Paragon Offshore entities in Mexico, of which approximately $44 million relates to Noble’s business that operatedwas conducted through Paragon Offshore-retained entities ~~in Mexico~~ prior to the Spin-off. ~~We will only be obligated~~If the Separation Agreements, including the TSA, are terminated, we would no longer have an obligation to ~~post a tax appeal bond in the event a final assessment is made by Mexican authorities. As of July 15, 2016, there have been $3 million in final assessments that have been bonded.~~

indemnify Paragon Offshore for such amounts.

In January 2015, Noble received an official notification of a ruling from the Second Chamber of the Supreme Court in Mexico. The ruling settled an ongoing dispute in Mexico relating to the classification of a Noble subsidiary’s business activity and the applicable rate of depreciation under the Mexican law applicable to the activities of that subsidiary. The ruling did not result in any additional tax liability to Noble. Additionally, the ruling is only applicable to the Noble subsidiary named in the ruling and, therefore, does not establish the depreciation rate applicable to the assets of other Noble subsidiaries. ~~Under the recent agreement with Paragon Offshore, we agreed to be responsible for any tax liability ultimately incurred because these depreciation liabilities would be incurred~~

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~by Noble-retained entities, and such amounts are reflected in the discussion of Mexican audit claims in the preceding paragraph.~~ We will continue to contest future assessments received, and ~~do not believe we are liable for~~can make no assurances regarding the ultimate outcome of these tax claims or our obligations to pay additional ~~tax.~~

taxes in respect of these tax claims.

Paragon Offshore has received certain tax assessments ~~of approximately $150 million~~ attributable to income, customs and other business taxes in Brazil, ~~of which $43~~including $46 million ~~relates~~relating to Noble’s business that operated through a Paragon Offshore-retained entity in Brazil prior to the Spin-off. Under the TSA, we must indemnify Paragon Offshore for all final assessed amounts that are related to Noble’s Brazil business ~~approximately $43 million,~~ if and when such payments become due.

If the Separation Agreements, including the TSA, are terminated, we would no longer have an obligation to indemnify Paragon Offshore for such amounts.

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

TSA.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

We have been notified by Petrobras that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during 2008 and 2009. Petrobras has also notified us that if Petrobras must ultimately pay such withholding taxes, it will seek reimbursement from us for the portion allocable to our drilling rigs. The amount of withholding tax that Petrobras indicates may be allocable to Noble drilling rigs is approximately ~~$24~~$25 million. We believe that our contract with Petrobras requires Petrobras to indemnify us for these withholding taxes. We will, if necessary, vigorously defend our rights.

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

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

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

~~In connection with our capital expenditure program as of June 30, 2016, we had outstanding commitments, including shipyard and purchase commitments of approximately $559 million.~~

We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements become effective upon a change of control of Noble-UK (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control, and remain effective for three years thereafter. These agreements provide for compensation and certain other benefits under such circumstances.

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Note 15 — Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, which creates Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, ASU No. 2014-09 supersedes the cost guidance in Subtopic 605-35, “Revenue Recognition—Construction-Type and Production-Type Contracts,” and creates new Subtopic 340-40, “Other Assets and Deferred Costs—Contracts with Customers.” In summary, the core principle of Topic 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and early application is not permitted. A number of amendments have been issued in connection with ASU No. 2014-09, all of which are effective upon adoption of Topic 606. In March 2016 and April 2016, the FASB issued clarification amendments ASU No. 2016-08 and ASU No. 2016-10 which clarify the implementation guidance on principle versus agent considerations and identify performance obligations and the licensing implementation guidance, respectively. In May 2016, the FASB issued ASU No. 2016-11 and ASU No. 2016-12 which rescind certain SEC Staff Observer comments that are codified in Topic 605, “Revenue Recognition,” and Topic 932, “Extractive Activities—Oil and Gas” and provide improvements to narrow aspects of ASU No. 2014-09, respectively. We are currently evaluating the impact the adoption of this guidance will have on our consolidated financial statements and have not made any decision on the method of adoption.

In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, “Compensation-Stock Compensation.” The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effectivepermitted for ~~annual~~ periods beginning after December 15, ~~2015. The guidance can be applied prospectively for all awards granted or modified after~~2016. We have formed an implementation work team, completed training on ASC Topic 606 and have begun a project to review relevant contracts. We plan on adopting the new standard effective ~~date or~~January 1, 2018 concurrently with ASU No. 2016-02, Leases (ASC Topic 842) as discussed below and applying it retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this guidance did not have an impact on our financial condition, results of operations, cash flows or financial disclosures.

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

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

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

In April 2015, the FASB issued ASU No. 2015-03, which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance requires debt issuance costs to be presented in the balance sheet as a direct reduction from the associated debt liability.

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

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

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

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

presented.

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

disclosures and we determined that there is no retrospective adjustment necessary, as such, the update will be implemented prospectively.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

In February 2016, the FASB issued ASU No. 2016-02, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning

~~NOBLE CORPORATION PLC AND SUBSIDIARIES~~

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

after December 15, 2018. Under the updated accounting standards, we have preliminarily determined that our drilling contracts contain a lease component, and our adoption, therefore, will require that we separately recognize revenues associated with the lease and services components. Our adoption, and the ultimate effect on our consolidated financial statements, will be based on an evaluation of the contract-specific facts and circumstances, and such effect could result in differences in the timing of our revenue recognition relative to current accounting standards. Given the interaction with the accounting standard update related to revenue from contracts with customers, we expect to adopt the updates concurrently, effective January 1, 2018. We are evaluating what impact ~~if any,~~ the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

We have formed an implementation work team, completed training on ASC Topic 842 and have begun a project to review relevant leases.

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

disclosures and we determined that there is no retrospective adjustment necessary, as such, the update will be implemented prospectively.

In March 2016, the FASB issued ASU No. 2016-09, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. Under the new provision, current period excess tax benefits related to stock compensation will be recognized in the “Provision for income taxes” in the results of operations, rather than in "Additional paid-in capital" in the consolidated balance sheets and will be applied on a prospective basis. Changes to the statements of cash flows related to the classification of prior period excess tax benefits and employee taxes paid for share-based payment arrangements will be implemented on a retrospective basis. In accordance with our adoption of this update, in the accompanying Consolidated Statement of Cash Flows, excess tax benefits of approximately $5.5 million as of March 31, 2016, which were previously classified as a financing activity in “Employee stock transactions,” are classified as an operating activity in “Other current liabilities.” Additionally, employee taxes paid for share-based payment arrangements of approximately $3 million as of March 31, 2016, which were previously classified as an operating activity in “Other current liabilities,” are classified as a financing activity in “Employee stock transactions”.

In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In October 2016, the FASB issued ASU No. 2016-16 which amends ASC Topic 740, “Income Taxes.” The amendments in this update improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In November 2016, the FASB issued ASU No. 2016-18 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In February 2017, the FASB issued ASU No. 2017-06 which amends ASC Topic 960, “Defined Benefit Pension Plans," ASC Topic 962, "Defined Contribution Pension Plans" and ASC Topic 965, "Health and Welfare Benefit Plans." The amendments in this update clarify presentation requirements for a plan’s interest in a master trust and require more detailed disclosures of the plan’s interest in the master trust. The amendments also eliminate a redundancy relating to 401(h) account disclosures. This guidance

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

is effective for fiscal years beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2017, the FASB issued ASU No. 2017-07 which amends ASC Topic 715, “Compensation—Retirement Benefits." The amendments in this update require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 16 — Supplemental Financial Information

Consolidated Balance Sheets Information

Deferred revenues from drilling contracts totaled ~~$141~~$125 million and ~~$180~~$134 million at ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled ~~$55~~$50 million at ~~June 30, 2016~~March 31, 2017 as compared to ~~$78~~$54 million at December 31, ~~2015,~~2016, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

In April 2015, we agreed to contract dayrate reductions for five rigs working for Saudi Arabian Oil Company (“Saudi Aramco”), which were effective from January 1, 2015 through December 31, 2015. During the first quarter of 2016, we agreed to further contract dayrate reductions for the remaining four contracted rigs through the end of 2016. Given current market conditions and based on discussions with the customer, we do not expect the rates to return to the original contract rates. In accordance with accounting guidance, we are recognizing the reductions on a straight-line basis over the remaining life of the existing Saudi Aramco contracts. At ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015,~~2016, revenues recorded in excess of billings as a result of this recognition totaled ~~$35~~$13 million and ~~$53~~$18 million, respectively, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

Consolidated Statements of Cash Flows Information

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

Noble-UK

Noble-Cayman

Six months ended

Six months ended

June 30,

June 30,

2016

2015

2016

2015

Accounts receivable

$
147,454

$
28,673

$
147,454

$
28,673

Other current assets

75,949

68,667

73,543

48,106

Other assets

104,416

39,132

102,335

18,838

Accounts payable

(50,663
)

(9,915
)

(48,719
)

(7,947
)
Other current liabilities

(71,913
)

(19,481
)

(67,843
)

(10,350
)
Other liabilities

(38,590
)

(32,592
)

(39,933
)

(32,594
)

$
166,653

$
74,484

$
166,837

$
44,726



	Noble-UK						Noble-Cayman
	Three Months Ended March 31,						Three Months Ended March 31,
	2017			2016			2017			2016
Accounts receivable	$	33,630		$	(7,086	)	$	33,630		$	(7,086	)
Other current assets	(11,451		)	20,750			(11,719		)	18,739
Other assets	89,065			23,845			89,029			23,845
Accounts payable	(9,017		)	(48,925		)	(8,800		)	(48,619		)
Other current liabilities	(95,810		)	(53,252		)	(96,154		)	(45,885		)
Other liabilities	8,139			(25,191		)	8,139			(25,192		)
	$	14,556		$	(89,859	)	$	14,125		$	(84,198	)

In accordance with our adoption of ASU No. 2016-09, in the accompanying Consolidated Statement of Cash Flows, shares withheld for taxes on employee stock transactions, which were previously classified as an operating activity in “Other current liabilities,” are classified as a financing activity in “Employee stock transactions”. Prior period excess tax benefits, which were previously classified as a financing activity in “Employee stock transactions,” are classified as an operating activity in “Other current liabilities” in the accompanying Consolidated Statement of Cash Flows. Current period excess tax benefits, which were previously classified as a financing activity on the Consolidated Statement of Cash Flows, are recognized in the “Provision for income taxes” on the Consolidated Statement of Operations rather than in “Additional paid-in capital” on the Consolidated Balance Sheet.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 17 — Information about Noble-Cayman

Guarantees of Registered Securities

Noble-Cayman, or one or more wholly-owned subsidiaries of Noble-Cayman, are a co-issuer or full and unconditional guarantor or otherwise obligated as of ~~June 30, 2016~~March 31, 2017 as follows:

			~~Issuer~~
~~Notes~~	~~(Co-Issuer(s))~~	~~Guarantor~~
	Issuer
Notes	(Co-Issuer(s))	Guarantor
$~~300~~250 million ~~2.50%~~5.75% Senior Notes due ~~2017~~ 2018	NHIL	Noble-Cayman
~~$250 million 5.00% Senior Notes due 2018~~	~~NHIL~~	~~Noble-Cayman~~
$202 million 7.50% Senior Notes due 2019	~~NHC~~ NHUS	Noble-Cayman
	Noble Drilling Holding, LLC ("NDH")
	Noble Drilling Services 6 LLC ("NDS6")
$~~468~~168 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$~~397~~209 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$~~400~~126 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$~~450 million 6.95%~~1 billion 7.75% Senior Notes due ~~2025~~ 2024	NHIL	Noble-Cayman
$450 million 7.20% Senior Notes due 2025	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman
$400 million ~~7.95%~~8.20% Senior Notes due 2045	NHIL	Noble-Cayman

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

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

~~June 30, 2016~~

March 31, 2017

(in thousands)

Other

Non-guarantor

Noble -

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

ASSETS

Current assets

Cash and cash equivalents

$
228

$
—

$
176

$
—

$
—

$
822,573

$
—

$
822,977

Accounts receivable

—

—

23,827

—

—

329,850

—

353,677

Taxes receivable

—

12,124

—

—

—

21,345

—

33,469

Short-term notes receivable from
   affiliates

—

—

124,601

—

729,893

171,925

(1,026,419
)

—

Accounts receivable from
   affiliates

678,787

10,090

138,928

66,508

77,570

3,061,317

(4,033,200
)

—

Prepaid expenses and other
   current assets

41

—

1,866

—

—

115,420

—

117,327

Total current assets

679,056

22,214

289,398

66,508

807,463

4,522,430

(5,059,619
)

1,327,450

Property and equipment, at cost

—

—

1,928,307

—

—

12,207,069

—

14,135,376

Accumulated depreciation

—

—

(387,699
)

—

—

(2,471,671
)

—

(2,859,370
)
Property and equipment, net

—

—

1,540,608

—

—

9,735,398

—

11,276,006

Notes receivable from affiliates

3,304,672

—

112,705

69,564

5,000

1,995,607

(5,487,548
)

—

Investments in affiliates

4,007,798

2,356,033

2,311,826

9,333,929

6,832,184

—

(24,841,770
)

—

Other assets

5,123

—

7,310

—

—

113,427

—

125,860

Total assets

$
7,996,649

$
2,378,247

$
4,261,847

$
9,470,001

$
7,644,647

$
16,366,862

$
(35,388,937
)

$
12,729,316

LIABILITIES AND EQUITY

Current liabilities

Short-term notes payables from
   affiliates

$
—

$
—

$
—

$
—

$
—

$
—

$
—

$
—

Current maturities of long-term
   debt

—

171,925

—

299,642

—

854,494

(1,026,419
)

299,642

Accounts payable

—

—

3,786

—

—

134,673

—

138,459

Accrued payroll and related costs

—

—

4,999

—

—

45,436

—

50,435

Accounts payable to affiliates

882,039

79,542

1,933,446

176,010

—

962,163

(4,033,200
)

—

Taxes payable

—

2,028

—

—

—

150,213

—

152,241

Interest payable

1,700

—

—

67,686

4,412

—

—

73,798

Other current liabilities

—

—

3,501

—

—

75,945

—

79,446

Total current liabilities

883,739

253,495

1,945,732

543,338

4,412

2,222,924

(5,059,619
)

794,021

Long-term debt

—

—

—

3,628,055

201,361

—

—

3,829,416

Notes payable to affiliates

—

900,000

464,132

744,180

—

3,379,236

(5,487,548
)

—

Deferred income taxes

—

—

1,064

—

—

3,824

—

4,888

Other liabilities

19,929

—

23,427

—

—

241,560

—

284,916

Total liabilities

903,668

1,153,495

2,434,355

4,915,573

205,773

5,847,544

(10,547,167
)

4,913,241

Commitments and contingencies

—

—

—

—

—

—

—

—

Total shareholder equity

7,092,981

1,224,752

1,827,492

4,554,428

7,438,874

9,336,099

(24,381,645
)

7,092,981

Noncontrolling interests

—

—

—

—

—

1,183,219

(460,125
)

723,094

Total equity

7,092,981

1,224,752

1,827,492

4,554,428

7,438,874

10,519,318

(24,841,770
)

7,816,075

Total liabilities and equity

$
7,996,649

$
2,378,247

$
4,261,847

$
9,470,001

$
7,644,647

$
16,366,862

$
(35,388,937
)

$
12,729,316

(Unaudited)



	Noble - Cayman		NHUS		NDH			NHIL		NDS6		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	1	$	—	$	100		$	—	$	—	$	518,867		$	—		$	518,968
Accounts receivable	—		—		27,057			—		—		258,465			—			285,522
Taxes receivable	—		57,040		—			—		—		39,193			—			96,233
Short-term notes receivable from affiliates	52,611		—		124,601			119,314		—		—			(296,526		)	—
Accounts receivable from affiliates	2,825,054		—		134,251			65,415		80,483		5,946,376			(9,051,579		)	—
Prepaid expenses and other current assets	95		—		2,181			77		—		57,362			—			59,715
Total current assets	2,877,761		57,040		288,190			184,806		80,483		6,820,263			(9,348,105		)	960,438
Property and equipment, at cost	—		—		1,066,013			—		—		11,315,837			—			12,381,850
Accumulated depreciation	—		—		(232,729		)	—		—		(2,204,723		)	—			(2,437,452		)
Property and equipment, net	—		—		833,284			—		—		9,111,114			—			9,944,398
Notes receivable from affiliates	3,605,249		—		1,053,784			318,999		6,378,539		1,167,802			(12,524,373		)	—
Investments in affiliates	2,221,570		3,314,708		3,906,599			12,145,901		6,328,697		—			(27,917,475		)	—
Other assets	3,877		—		6,818			1		—		79,421			—			90,117
Total assets	$	8,708,457	$	3,371,748	$	6,088,675		$	12,649,707	$	12,787,719	$	17,178,600		$	(49,789,953	)	$	10,994,953
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	249,299	$	—	$	124,601		$	(296,526	)	$	249,299
Accounts payable	—		—		4,125			—		—		79,518			—			83,643
Accrued payroll and related costs	—		—		4,468			—		—		30,467			—			34,935
Accounts payable to affiliates	3,231,974		422,363		1,882,042			467,987		7,873		3,039,340			(9,051,579		)	—
Taxes payable	—		—		—			—		—		48,629			—			48,629
Interest payable	24		—		—			62,598		630		—			—			63,252
Other current liabilities	9		—		25			—		—		68,004			—			68,038
Total current liabilities	3,232,007		594,288		1,890,660			779,884		8,503		3,390,559			(9,348,105		)	547,796
Long-term debt	—		—		—			3,591,068		201,452		—			—			3,792,520
Notes payable to affiliates	—		2,305,243		467,139			3,175,661		—		6,576,330			(12,524,373		)	—
Deferred income taxes	—		—		6			—		—		179,736			—			179,742
Other liabilities	19,929		—		6,129			—		—		271,025			—			297,083
Total liabilities	3,251,936		2,899,531		2,363,934			7,546,613		209,955		10,417,650			(21,872,478		)	4,817,141
Commitments and contingencies
Total shareholder equity	5,456,521		472,217		3,724,741			5,103,094		12,577,764		5,636,150			(27,513,966		)	5,456,521
Noncontrolling interests	—		—		—			—		—		1,124,800			(403,509		)	721,291
Total equity	5,456,521		472,217		3,724,741			5,103,094		12,577,764		6,760,950			(27,917,475		)	6,177,812
Total liabilities and equity	$	8,708,457	$	3,371,748	$	6,088,675		$	12,649,707	$	12,787,719	$	17,178,600		$	(49,789,953	)	$	10,994,953

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2015~~

2016

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

ASSETS

Current assets

Cash and cash equivalents

$
1,627

$
—

$
2,101

$
—

$
—

$
508,067

$
—

$
511,795

Accounts receivable

—

—

9,381

—

—

489,550

—

498,931

Taxes receivable

—

12,124

27

—

—

43,291

—

55,442

Short-term notes receivable from
   affiliates

—

—

119,476

—

—

171,925

(291,401
)

—

Accounts receivable from affiliates

626,305

451,201

128,457

811,785

67,684

3,445,590

(5,531,022
)

—

Prepaid expenses and other current
   assets

246

—

1,696

—

—

166,527

—

168,469

Total current assets

628,178

463,325

261,138

811,785

67,684

4,824,950

(5,822,423
)

1,234,637

Property and equipment, at cost

—

—

1,877,520

—

—

12,177,038

—

14,054,558

Accumulated depreciation

—

—

(344,591
)

—

—

(2,227,740
)

—

(2,572,331
)
Property and equipment, net

—

—

1,532,929

—

—

9,949,298

—

11,482,227

Notes receivable from affiliates

3,304,652

—

236,921

1,587,927

5,000

2,435,154

(7,569,654
)

—

Investments in affiliates

5,159,064

2,174,480

3,001,327

9,752,912

7,438,397

—

(27,526,180
)

—

Other assets

5,954

—

7,496

—

—

118,869

—

132,319

Total assets

$
9,097,848

$
2,637,805

$
5,039,811

$
12,152,624

$
7,511,081

$
17,328,271

$
(40,918,257
)

$
12,849,183

LIABILITIES AND EQUITY

Current liabilities

Short-term notes payables from
   affiliates

$
—

$
171,925

$
—

$
—

$
—

$
119,476

$
(291,401
)

$
—

Current maturities of long-term debt

—

—

—

299,924

—

—

—

299,924

Accounts payable

—

—

10,676

—

—

210,401

—

221,077

Accrued payroll and related costs

—

—

6,584

—

—

74,780

—

81,364

Accounts payable to affiliates

868,046

60,100

2,440,965

96,543

6,426

2,058,942

(5,531,022
)

—

Taxes payable

—

917

—

—

—

87,191

—

88,108

Interest payable

—

—

—

68,549

4,412

—

—

72,961

Other current liabilities

40

—

4,108

—

—

92,183

—

96,331

Total current liabilities

868,086

232,942

2,462,333

465,016

10,838

2,642,973

(5,822,423
)

859,765

Long-term debt

—

—

—

3,961,338

201,300

—

—

4,162,638

Notes payable to affiliates

1,518,363

—

461,379

2,086,480

124,216

3,379,216

(7,569,654
)

—

Deferred income taxes

—

—

1,529

—

—

91,268

—

92,797

Other liabilities

19,929

—

25,312

—

—

274,271

—

319,512

Total liabilities

2,406,378

232,942

2,950,553

6,512,834

336,354

6,387,728

(13,392,077
)

5,434,712

Commitments and contingencies

Total shareholder equity

6,691,470

2,404,863

2,089,258

5,639,790

7,174,727

9,781,284

(27,089,922
)

6,691,470

Noncontrolling interests

—

—

—

—

—

1,159,259

(436,258
)

723,001

Total equity

6,691,470

2,404,863

2,089,258

5,639,790

7,174,727

10,940,543

(27,526,180
)

7,414,471

Total liabilities and equity

$
9,097,848

$
2,637,805

$
5,039,811

$
12,152,624

$
7,511,081

$
17,328,271

$
(40,918,257
)

$
12,849,183

(Unaudited)



	Noble- Cayman		NHUS		NDH			NHIL		NDS6		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	2,537	$	—	$	10,855		$	—	$	—	$	640,441		$	—		$	653,833
Accounts receivable	—		—		33,162			—		—		285,990			—			319,152
Taxes receivable	—		21,428		—			—		—		34,052			—			55,480
Short-term notes receivable from affiliates	—		—		243,915			—		1,349,708		52,611			(1,646,234		)	—
Accounts receivable from affiliates	361,313		—		137,476			67,560		85,274		3,038,658			(3,690,281		)	—
Prepaid expenses and other current assets	270		—		1,611			—		—		86,868						88,749
Total current assets	364,120		21,428		427,019			67,560		1,434,982		4,138,620			(5,336,515		)	1,117,214
Property and equipment, at cost	—		—		2,376,862			—		—		9,988,026			—			12,364,888
Accumulated depreciation	—		—		(428,308		)	—		—		(1,874,632		)	—			(2,302,940		)
Property and equipment, net	—		—		1,948,554			—		—		8,113,394			—			10,061,948
Notes receivable from affiliates	3,304,672		—		112,706			69,564		5,000		1,798,614			(5,290,556		)	—
Investments in affiliates	2,848,855		2,007,016		1,411,874			8,369,728		6,129,082		—			(20,766,555		)	—
Other assets	4,292		—		5,687			—		—		168,573			—			178,552
Total assets	$	6,521,939	$	2,028,444	$	3,905,840		$	8,506,852	$	7,569,064	$	14,219,201		$	(31,393,626	)	$	11,357,714
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	1,474,309		$	(1,646,234	)	$	—
Current maturities of long-term debt	—		—		—			299,882		—		—			—			299,882
Accounts payable	—		—		4,228			—		—		103,640			—			107,868
Accrued payroll and related costs	—		—		4,882			—		—		43,437			—			48,319
Accounts payable to affiliates	818,737		111,801		1,995,788			123,642		—		640,313			(3,690,281		)	—
Taxes payable	—		—		—			—		—		46,561			—			46,561
Interest payable	48		—		—			56,839		4,412		—			—			61,299
Other current liabilities	12		—		4,296			—		—		63,004			—			67,312
Total current liabilities	818,797		283,726		2,009,194			480,363		4,412		2,371,264			(5,336,515		)	631,241
Long-term debt	—		—		—			3,838,807		201,422		—			—			4,040,229
Notes payable to affiliates	—		700,000		467,139			744,181		—		3,379,236			(5,290,556		)	—
Deferred income taxes	—		—		534			—		—		1,550			—			2,084
Other liabilities	19,929		—		24,035			—		—		248,219			—			292,183
Total liabilities	838,726		983,726		2,500,902			5,063,351		205,834		6,000,269			(10,627,071		)	4,965,737
Commitments and contingencies
Total shareholder equity	5,683,213		1,044,718		1,404,938			3,443,501		7,363,230		7,106,323			(20,362,710		)	5,683,213
Noncontrolling interests	—		—		—			—		—		1,112,609			(403,845		)	708,764
Total equity	5,683,213		1,044,718		1,404,938			3,443,501		7,363,230		8,218,932			(20,766,555		)	6,391,977
Total liabilities and equity	$	6,521,939	$	2,028,444	$	3,905,840		$	8,506,852	$	7,569,064	$	14,219,201		$	(31,393,626	)	$	11,357,714

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

Three Months Ended March 31, 2017

(in thousands)

(Unaudited)



	Noble- Cayman			NHUS			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	47,104		$	—		$	—		$	324,724		$	(17,169	)	$	354,659
Reimbursables	—			—			1,136			—			—			7,168			—			8,304
Other	—			—			—			—			—			13			—			13
Total operating revenues	—			—			48,240			—			—			331,905			(17,169		)	362,976
Operating costs and expenses
Contract drilling services	1,001			2,571			11,499			12,487			—			149,627			(17,169		)	160,016
Reimbursables	—			—			820			—			—			4,326			—			5,146
Depreciation and amortization	—			—			16,515			—			—			119,203			—			135,718
General and administrative	513			1,307			—			6,833			4			407			—			9,064
Total operating costs and expenses	1,514			3,878			28,834			19,320			4			273,563			(17,169		)	309,944
Operating income (loss)	(1,514		)	(3,878		)	19,406			(19,320		)	(4		)	58,342			—			53,032
Other income (expense)
Income (loss) of unconsolidated affiliates	(295,102		)	(313,565		)	2,369			96,817			50,619			—			458,862			—
Interest expense, net of amounts capitalized	(2,605		)	(17,511		)	(3,092		)	(106,002		)	(3,817		)	(57,313		)	116,893			(73,447		)
Interest income and other, net	4,632			(65		)	39,902			4,203			63,418			5,922			(116,893		)	1,119
Income (loss) before income taxes	(294,589		)	(335,019		)	58,585			(24,302		)	110,216			6,951			458,862			(19,296		)
Income tax benefit (provision)	—			50,459			509			—			—			(308,341		)	—			(257,373		)
Net income (loss)	(294,589		)	(284,560		)	59,094			(24,302		)	110,216			(301,390		)	458,862			(276,669		)
Net income attributable to noncontrolling interests	—			—			—			—			—			(17,582		)	(338		)	(17,920		)
Net income (loss) attributable to Noble Corporation	(294,589		)	(284,560		)	59,094			(24,302		)	110,216			(318,972		)	458,524			(294,589		)
Other comprehensive income, net	468			—			—			—			—			468			(468		)	468
Comprehensive income (loss) attributable to Noble Corporation	$	(294,121	)	$	(284,560	)	$	59,094		$	(24,302	)	$	110,216		$	(318,504	)	$	458,056		$	(294,121	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

and COMPREHENSIVE INCOME

Three Months Ended ~~June 30,~~March 31, 2016

(in thousands)

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHUS

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
64,839

$
—

$
—

$
838,984

$
(27,126
)

$
876,697

Reimbursables

—

—

2,622

—

—

15,311

—

17,933

Other

—

—

—

—

—

253

—

253

Total operating revenues

—

—

67,461

—

—

854,548

(27,126
)

894,883

Operating costs and expenses

Contract drilling services

972

4,318

11,960

19,290

—

232,820

(27,126
)

242,234

Reimbursables

—

—

2,345

—

—

11,953

—

14,298

Depreciation and amortization

—

—

22,309

—

—

128,629

—

150,938

General and administrative

306

2,340

—

10,920

1

286

—

13,853

Loss on impairment

—

—

—

—

—

16,616

—

16,616

Total operating costs and
   expenses

1,278

6,658

36,614

30,210

1

390,304

(27,126
)

437,939

Operating income (loss)

(1,278
)

(6,658
)

30,847

(30,210
)

(1
)

464,244

—

456,944

Other income (expense)

Income (loss) of unconsolidated
   affiliates

245,695

(13,250
)

(44,699
)

454,402

461,434

—

(1,103,582
)

—

Interest expense, net of amounts
   capitalized

(5,228
)

(21,339
)

(2,816
)

(59,812
)

(4,189
)

(95,104
)

131,182

(57,306
)
Gain on extinguishment of debt,
   net

—

—

—

11,066

—

—

—

11,066

Interest income and other, net

91,659

54

3,427

4,039

693

30,107

(131,182
)

(1,203
)
Income before income taxes

330,848

(41,193
)

(13,241
)

379,485

457,937

399,247

(1,103,582
)

409,501

Income tax provision

—

(23,656
)

(173
)

—

—

(32,291
)

—

(56,120
)
Net income

330,848

(64,849
)

(13,414
)

379,485

457,937

366,956

(1,103,582
)

353,381

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(42,231
)

19,698

(22,533
)
Net income attributable to Noble
   Corporation

330,848

(64,849
)

(13,414
)

379,485

457,937

324,725

(1,083,884
)

330,848

Other comprehensive loss, net

(1,232
)

—

—

—

—

(1,232
)

1,232

(1,232
)
Comprehensive income attributable
   to Noble Corporation

$
329,616

$
(64,849
)

$
(13,414
)

$
379,485

$
457,937

$
323,493

$
(1,082,652
)

$
329,616

(Unaudited)



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

NOBLE CORPORATION AND SUBSIDIARIES

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Six months Ended June 30, 2016~~

~~(in thousands)~~

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHUS

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
117,046

$
—

$
—

$
1,396,458

$
(45,440
)

$
1,468,064

Reimbursables

—

—

3,368

—

—

35,171

—

38,539

Other

—

—

—

—

—

853

—

853

Total operating revenues

—

—

120,414

—

—

1,432,482

(45,440
)

1,507,456

Operating costs and expenses

Contract drilling services

2,717

11,713

26,518

51,604

—

444,412

(45,440
)

491,524

Reimbursables

—

—

2,887

—

—

27,417

—

30,304

Depreciation and amortization

—

—

43,770

—

—

256,841

—

300,611

General and administrative

725

5,655

—

25,465

1

(7,388
)

—

24,458

Loss on impairment

—

—

—

—

—

16,616

—

16,616

Total operating costs and expenses

3,442

17,368

73,175

77,069

1

737,898

(45,440
)

863,513

Operating income (loss)

(3,442
)

(17,368
)

47,239

(77,069
)

(1
)

694,584

—

643,943

Other income (expense)

Income (loss) of unconsolidated
   affiliates

380,787

40,605

(58,282
)

630,756

598,805

—

(1,592,671
)

—

Interest expense, net of amounts
   capitalized

(22,784
)

(22,666
)

(5,564
)

(121,221
)

(8,464
)

(99,503
)

165,796

(114,406
)
Gain on extinguishment of debt, net

—

—

—

11,066

—

—

—

11,066

Interest income and other, net

93,308

50

6,903

19,360

762

43,477

(165,796
)

(1,936
)
Income before income taxes

447,869

621

(9,704
)

462,892

591,102

638,558

(1,592,671
)

538,667

Income tax provision

—

(33,738
)

(378
)

—

—

(15,501
)

—

(49,617
)
Net income

447,869

(33,117
)

(10,082
)

462,892

591,102

623,057

(1,592,671
)

489,050

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(65,047
)

23,866

(41,181
)
Net income attributable to Noble
   Corporation

447,869

(33,117
)

(10,082
)

462,892

591,102

558,010

(1,568,805
)

447,869

Other comprehensive income, net

1,305

—

—

—

—

1,305

(1,305
)

1,305

Comprehensive income attributable to
   Noble Corporation

$
449,174

$
(33,117
)

$
(10,082
)

$
462,892

$
591,102

$
559,315

$
(1,570,110
)

$
449,174

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Three months Ended June 30, 2015~~

~~(in thousands)~~

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
64,269

$
—

$
—

$
755,585

$
(48,547
)

$
771,307

Reimbursables

—

—

8,537

—

—

13,711

-

22,248

Total operating revenues

—

—

72,806

—

—

769,296

(48,547
)

793,555

Operating costs and expenses

Contract drilling services

2,792

8,302

17,864

23,389

—

315,167

(48,547
)

318,967

Reimbursables

—

—

3,299

—

—

14,353

—

17,652

Depreciation and amortization

—

—

20,683

—

—

138,114

—

158,797

General and administrative

482

3,672

—

9,045

1

309

—

13,509

Total operating costs and
   expenses

3,274

11,974

41,846

32,434

1

467,943

(48,547
)

508,925

Operating income (loss)

(3,274
)

(11,974
)

30,960

(32,434
)

(1
)

301,353

—

284,630

Other income (expense)

Total income (loss) of unconsolidated
   affiliates

187,575

34,898

37,017

248,725

164,049

—

(672,264
)

—

Interest expense, net of amounts
   capitalized

(21,133
)

(1,229
)

(3,310
)

(60,552
)

(7,753
)

(14,215
)

50,727

(57,465
)
Interest income and other, net

3,743

(1
)

14,275

21,011

1,414

8,384

(50,727
)

(1,901
)
Income before income taxes

166,911

21,694

78,942

176,750

157,709

295,522

(672,264
)

225,264

Income tax provision

—

(17,592
)

(1,397
)

—

—

(20,547
)

—

(39,536
)
Net income

166,911

4,102

77,545

176,750

157,709

274,975

(672,264
)

185,728

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(27,360
)

8,543

(18,817
)
Net income attributable to Noble Corporation

166,911

4,102

77,545

176,750

157,709

247,615

(663,721
)

166,911

Other comprehensive income, net

5,608

—

—

—

—

5,608

(5,608
)

5,608

Comprehensive income attributable to
   Noble Corporation

$
172,519

$
4,102

$
77,545

$
176,750

$
157,709

$
253,223

$
(669,329
)

$
172,519

~~NOBLE CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Six months Ended June 30, 2015~~

~~(in thousands)~~

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Operating revenues

Contract drilling services

$
—

$
—

$
139,328

$
—

$
—

$
1,493,392

$
(82,052
)

$
1,550,668

Reimbursables

—

—

10,916

—

—

36,313

—

47,229

Total operating revenues

—

—

150,244

—

—

1,529,705

(82,052
)

1,597,897

Operating costs and expenses

Contract drilling services

4,607

16,593

47,242

46,228

—

605,828

(82,052
)

638,446

Reimbursables

—

—

4,781

—

—

33,028

—

37,809

Depreciation and amortization

—

—

38,051

—

—

274,612

—

312,663

General and administrative

939

7,060

-

17,394

1

323

—

25,717

Total operating costs and
   expenses

5,546

23,653

90,074

63,622

1

913,791

(82,052
)

1,014,635

Operating income (loss)

(5,546
)

(23,653
)

60,170

(63,622
)

(1
)

615,914

—

583,262

Other income (expense)

��

Total income (loss) of
   unconsolidated affiliates

404,301

66,979

92,041

538,483

343,099

—

(1,444,903
)

—

Interest expense, net of amounts
   capitalized

(45,886
)

(2,248
)

(6,565
)

(108,888
)

(13,969
)

(27,942
)

98,989

(106,509
)
Interest income and other, net

6,473

4,831

26,987

41,790

2,813

20,642

(98,989
)

4,547

Income before income taxes

359,342

45,909

172,633

407,763

331,942

608,614

(1,444,903
)

481,300

Income tax provision

—

(33,685
)

(1,776
)

—

—

(47,633
)

—

(83,094
)
Net income

359,342

12,224

170,857

407,763

331,942

560,981

(1,444,903
)

398,206

Net income attributable to
   noncontrolling interests

—

—

—

—

—

(57,824
)

18,960

(38,864
)
Net income attributable to Noble
   Corporation

359,342

12,224

170,857

407,763

331,942

503,157

(1,425,943
)

359,342

Other comprehensive income, net

245

—

—

—

—

245

(245
)

245

Comprehensive income
   attributable to Noble
   Corporation

$
359,587

$
12,224

$
170,857

$
407,763

$
331,942

$
503,402

$
(1,426,188
)

$
359,587

~~NOBLE CORPORATION AND SUBSIDIARIES~~

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Six months~~

Other

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Cash flows from operating activities

Net cash from operating activities

$
87,431

$
(72,611
)

$
66,135

$
(179,793
)

$
(7,703
)

$
985,834

$
—

$
879,293

Cash flows from investing activities

Capital expenditures

—

—

(44,139
)

—

—

(114,770
)

—

(158,909
)
Proceeds from disposal of assets

—

—

—

—

—

21,190

—

21,190

Net cash from investing activities

—

—

(44,139
)

—

—

(93,580
)

—

(137,719
)
Cash flows from financing
   activities

Repayment of long-term debt

—

—

—

(300,000
)

—

—

—

(300,000
)
Early repayment of long-term debt

—

—

—

(22,207
)

—

—

—

(22,207
)
Premiums paid on early repayment
   of long-term debt

—

—

—

(1,781
)

—

—

—

(1,781
)
Dividends paid to noncontrolling
   interests

—

—

—

—

—

(41,088
)

—

(41,088
)
Distributions to parent company, net

(65,316
)

—

—

—

—

—

—

(65,316
)
Advances (to) from affiliates

(23,514
)

72,611

(23,921
)

503,781

7,703

(536,660
)

—

—

Net cash from financing
   activities

(88,830
)

72,611

(23,921
)

179,793

7,703

(577,748
)

—

(430,392
)
Net change in cash and cash
   equivalents

(1,399
)

—

(1,925
)

—

—

314,506

—

311,182

Cash and cash equivalents, beginning of
   period

1,627

—

2,101

—

—

508,067

—

511,795

Cash and cash equivalents, end of period

$
228

$
—

$
176

$
—

$
—

$
822,573

$
—

$
822,977

(Unaudited)



	Noble- Cayman			NHUS			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	8,341		$	(6,607	)	$	54,422		$	(115,438	)	$	55,815		$	151,982		$	—	$	148,515
Cash flows from investing activities
Capital expenditures	—			—			(277		)	—			—			(38,105		)	—		(38,382		)
Proceeds from disposal of assets	—			—			—			—			—			273			—		273
Net cash provide by (used in) investing activities	—			—			(277		)	—			—			(37,832		)	—		(38,109		)
Cash flows from financing activities
Debt issuance costs on senior notes and credit facility	—			—			—			(42		)	—			—			—		(42		)
Repayment of long-term debt	—			—			—			(300,000		)	—			—			—		(300,000		)
Dividends paid to noncontrolling interests	—			—			—			—			—			(5,393		)	—		(5,393		)
Distributions to parent company, net	60,164			—			—			—			—			—			—		60,164
Advances (to) from affiliates	(71,041		)	6,607			(64,900		)	415,480			(55,815		)	(230,331		)	—		—
Net cash provided by (used in) financing activities	(10,877		)	6,607			(64,900		)	115,438			(55,815		)	(235,724		)	—		(245,271		)
Net change in cash and cash equivalents	(2,536		)	—			(10,755		)	—			—			(121,574		)	—		(134,865		)
Cash and cash equivalents, beginning of period	2,537			—			10,855			—			—			640,441			—		653,833
Cash and cash equivalents, end of period	$	1		$	—		$	100		$	—		$	—		$	518,867		$	—	$	518,968

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Six months~~

Other

��

Non-guarantor

Noble-

Subsidiaries

Consolidating

Cayman

NHC

NDH

NHIL

NDS6

of Noble

Adjustments

Total

Cash flows from operating
   activities

Net cash from operating activities

$
(37,768
)

$
(7,445
)

$
123,844

$
(117,391
)

$
(11,095
)

$
802,833

$
—

$
752,978

Cash flows from investing activities

Capital expenditures

—

—

(48,227
)

—

—

(160,464
)

—

(208,691
)
Net cash from investing
   activities

—

—

(48,227
)

—

—

(160,464
)

—

(208,691
)
Cash flows from financing
   activities

Net change in borrowings
   outstanding on bank credit
   facilities

(1,123,495
)

—

—

—

—

—

—

(1,123,495
)
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

—

—

—

—

—

(44,484
)

—

(44,484
)
Distributions to parent company,
   net

(273,626
)

—

—

—

—

—

—

(273,626
)
Advances (to) from affiliates

1,441,363

7,445

(75,745
)

(965,717
)

11,095

(418,441
)

—

—

Net cash from financing
   activities

37,792

7,445

(75,745
)

117,391

11,095

(462,925
)

—

(364,947
)
Net change in cash and cash
   equivalents

24

—

(128
)

—

—

179,444

—

179,340

Cash and cash equivalents, beginning
   of period

5

—

254

—

—

65,521

—

65,780

Cash and cash equivalents, end of
   period

$
29

$
—

$
126

$
—

$
—

$
244,965

$
—

$
245,120

(Unaudited)



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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our financial position at ~~June 30, 2016,~~March 31, 2017, and our results of operations for the three ~~and six~~ months ended ~~June 30, 2016~~March 31, 2017 and ~~2015.~~2016. The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our financial position, business strategy, impairments, repayment of debt, credit ratings, borrowings under our credit facility or other instruments, sources of funds, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, ~~construction and upgrade of rigs,~~ industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividends and distributable reserves, timing or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors including but not limited to market conditions, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, operating hazards and delays, risks associated with operations outside the U.S., actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, legislation and regulations affecting drilling operations, violations of anti-corruption laws, hurricanes and other weather conditions and the future price of oil and gas that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

We are a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of ~~the filing date of this Quarterly Report on Form 10-Q,~~May 5, 2017, our fleet consisted of 14 jackups, eight drillships and ~~eight~~six semisubmersibles.

~~Outlook~~

The business environment for offshore drillers during the first ~~six~~three months of ~~2016~~2017 remained challenging. ~~The~~A rig ~~capacity~~supply imbalance ~~caused~~remained in ~~part~~place, as curtailed offshore spending by ~~the addition~~customers contributed to a growing number of ~~newbuild units and~~ rigs ~~completing~~without follow-on drilling programs as current contracts ~~continued~~expire. In addition, some newbuild rigs ordered prior to ~~increase~~the decline in industry activity, continue to exit shipyards, while ~~customer demand for these rigs has remained weak. Beginning in June 2014,~~ the ~~price~~delivery of other newbuild orders have been delayed into the future and are adding to the supply imbalance. Our customers have adopted a cautious approach to offshore spending as crude oil ~~a key factor in determining customer activity levels, began to decline rapidly, with the Brent crude price declining~~prices declined from approximately $112 per barrel on June 30, 2014 to as low as approximately $30 per barrel in January 2016, before improving to ~~$50~~$52 per barrel on ~~June 30, 2016. The price improvement during~~April 25, 2017. Although crude oil prices have traded in a more sustainable range over the first

three months of

2017, we expect that the ~~January lows is not expected to stimulate customer spending on offshore projects in 2016. The~~ offshore drilling programs of operators ~~are expected to~~will remain curtailed, especially exploration activity, until higher, sustainable crude oil prices are achieved. Until then, further deterioration in rig utilization and dayrates is possible. While there have been a number of rig retirements in the industry since 2014, and more are expected over the next two years, the rig capacity imbalance has not been eliminated and is expected to be exacerbated by the remaining newbuild units that have yet to be delivered.

We expect ~~that~~ the business environment for the remainder of ~~2016~~2017 and into ~~2017 will~~2018 to remain ~~challenging~~weak and it could potentially deteriorate further. The present subdued level of global economic activity, ~~a lack~~the uncertainty of the viability and length of reductions in production ~~cuts within~~agreed to by the Organization of Petroleum Exporting Countries (“OPEC”), in November 2016, the incremental production capacity in non-OPEC countries, including growing production from the U.S., shale activity, the current U.S. political environment and the ~~recent~~ Brexit vote in the UK are contributing to an uncertain oil price environment, leading to ~~a persistent disruption~~considerable uncertainty in our customers’ exploration and production spending plans. ~~Capital expenditures undertaken~~However, the production limits recently agreed to by ~~the offshore drilling industry~~OPEC could help to establish market conditions supporting higher, sustained crude prices in ~~recent years have increased the supply of drilling rigs, and current and expected demand from customers during the remainder of 2016 is not expected to support this current supply.~~2017. In general, recent contract awards have been short-term in nature and subject to an extremely competitive bidding process. As a result, the contracts have been for dayrates that are substantially lower than rates were for the same class of rigs before this period of imbalance. We cannot give any assurances as to when conditions in the offshore drilling market will improve, or when ~~there will be higher demand for contract drilling services or a decline in~~ the ~~supply~~oversupply of available drilling ~~rigs.~~rigs will end. While current market conditions persist, we will continue to focus on ~~operating efficiency,~~ cost control initiatives and managing ~~liquidity and~~liquidity. The current business environment could ~~stack~~lead to the Company stacking or ~~retire~~retiring additional drilling rigs.

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

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

~~Results and Strategy~~

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

Over the past five years, we have expanded our offshore deepwater drilling and high-specification jackup capabilities through the construction of rigs. We took delivery of our remaining newbuild project, the heavy-duty, harsh environment jackup, ~~Noble Lloyd Noble, on July 15, 2016. The~~ ~~Noble Lloyd Noble~~ is scheduled to commence operations under a four-year contract in the North Sea during the fourth quarter of 2016. Although we plan to focus on capital preservation and liquidity based on current market conditions, we also plan to continue to evaluate opportunities as they arise from time to time to enhance our fleet, particularly focusing on higher specification rigs, to execute the increasingly more complex drilling programs required by our customers.

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

We believe in the long-term fundamentals for the industry, especially for those contractors with a modern fleet of high-specification rigs like ours. Also, with the ultimate market recovery benefitting from any sustained under-investment by customers during this current phase of the market cycle. The acceleration in customer’s offshore spending, in combination with further fleet attrition should contribute to a balanced rig supply over time.

Results and Strategy

Our business strategy focuses on a balanced fleet of both deepwater and high-specification jackup assets and the deployment of our drilling rigs in important oil and gas basins around the world.

Over the past five years, we have expanded our drilling fleet through our newbuild program. We took delivery of our last remaining newbuild, the heavy-duty, harsh environment jackup, Noble Lloyd Noble, in July 2016. The Noble Lloyd Noble commenced operations in November 2016 under a four-year contract in the North Sea. Although we plan to focus on capital preservation and liquidity based on current market conditions, we also continue to evaluate opportunities to enhance our fleet, particularly focusing on higher specification rigs, to execute the increasingly complex drilling programs required by our customers.

Spin-off of Paragon Offshore plc

In February 2016, Paragon Offshore sought approval of a pre-negotiated plan of reorganization (the "Prior Plan") by filing for voluntary relief under Chapter 11 of the United States Bankruptcy Code. As part of the Prior Plan, we entered into ~~an agreement in principle for~~ a settlement agreement with Paragon Offshore (the "Settlement Agreement") under which, in exchange for a full and unconditional release of any claims by Paragon Offshore in connection with the Spin-off (including ~~certain~~fraudulent conveyance claims that could be brought on behalf of Paragon Offshore’s creditors), we agreed to provide certain tax bonding in Mexico as well as assume certain tax liabilities and the administration of Mexican tax claims for specified ~~years up~~years. The bonding to ~~and including 2010, as well as the related bonding obligations and certain~~be provided by Noble-UK was a key benefit to Paragon Offshore of the ~~related~~Settlement Agreement, which was subject to bankruptcy court confirmation as part of a bankruptcy plan. The Prior Plan was rejected by the bankruptcy court in October 2016.

In April 2017, Paragon Offshore filed an updated disclosure statement and a revised plan of reorganization (the “New Plan”) in its bankruptcy proceeding. Under the New Plan, including Paragon Offshore’s revised business plan, Paragon Offshore will no longer need the Mexican tax ~~liabilities. The~~bonding that Noble-UK was to provide under the Settlement Agreement. As a result, the Settlement Agreement is no longer applicable to the anticipated ongoing business of Paragon Offshore. Consequently, Paragon Offshore abandoned the Settlement Agreement as part of the New Plan and the Settlement Agreement was terminated at the time of the filing of the New Plan. On May 2, 2017, Paragon Offshore announced that it had reached an agreement in principle with both its secured and unsecured creditors to revise the New Plan to, among other things, create and fund a litigation trust to pursue litigation against us.

ntinue to believe that Paragon Offshore, at the time of the Spin-off, was ~~signed~~properly funded, solvent and had appropriate liquidity and that any fraudulent conveyance claim or other claim related to the Spin-off that may be brought by Paragon Offshore or its creditors, would be without merit and would be contested vigorously by us.

Prior to the completion of the Spin-off, Noble-UK and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties ~~on April 29, 2016, is subject~~after the Spin-off (the "Separation Agreements"). In the course of its bankruptcy, Paragon Offshore may elect to reject the Separation Agreements. If Paragon Offshore rejects the Separation Agreements, the indemnity obligations that Paragon Offshore may owe us under the Separation Agreements would terminate, including indemnities arising under the Master Separation Agreement and the Tax Sharing Agreement in respect of obligations related to Paragon Offshore’s business that were incurred through Noble-retained entities prior to the ~~approval~~Spin-off. We could, however, pursue claims against Paragon Offshore for such indemnity amounts in the bankruptcy proceeding. Any such claims would be unsecured claims in the bankruptcy. Likewise, any indemnity obligations that we may owe Paragon Offshore under the Separation Agreements, including those under the Master Separation Agreement and Tax Sharing Agreement in respect of Noble-UK’s business that was conducted prior to the Spin-off through Paragon ~~Offshore’s bankruptcy plan~~Offshore-retained entities, would also be extinguished. We do not expect that a rejection of the Separation Agreements by Paragon Offshore would have a ~~bankruptcy court.~~ ~~The court is not expected~~material adverse effect on our financial condition or liquidity. However, any loss we experience with respect to ~~rule~~which we are unable to secure indemnification from Paragon Offshore could have an adverse impact on ~~the plan until late September 2016.~~ our results of operations in any period, which impact may be material depending on our results of operations during this down-cycle.



Noble Corporation plc:	Large accelerated filer Rþ	Accelerated filer £¨	Non-accelerated filer £¨	Smaller reporting company £¨	Emerging growth company ¨

Noble Corporation:	Large accelerated filer £¨	Accelerated filer £¨	Non-accelerated filer Rþ	Smaller reporting company £¨	Emerging growth company ¨

			~~Page~~

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Noble Corporation plc (Noble-UK) Financial Statements:
	Consolidated Balance Sheets as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016	3
	Consolidated Statements of ~~Income~~Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	4
	Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	5
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	6
	Consolidated Statements of Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	7

	Noble Corporation (Noble-Cayman) Financial Statements:
	Consolidated Balance Sheets as of ~~June 30, 2016~~March 31, 2017 and December 31, ~~2015~~2016	8
	Consolidated Statements of ~~Income~~Operations for the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	9
	Consolidated Statements of Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	10
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	11
	Consolidated Statements of Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2017 and 2016 ~~and 2015~~	12

	Notes to Combined Consolidated Financial Statements	13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38 35
Item 3	Quantitative and Qualitative Disclosures About Market Risk	51 43
Item 4	Controls and Procedures	52 44
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	53 45
Item 1A	Risk Factors	45
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	53 45
Item 6	Exhibits	53 45
	SIGNATURES	54 46
	Index to Exhibits	55

		47

	June 30,			December 31,
	2016			2015
Current
Current maturities of long-term debt	$	299,974		$	299,997
Less: Unamortized debt issuance costs		(332	)		(73	)
Current maturities of long-term debt, net of debt issuance costs	$	299,642		$	299,924

Long-term
3.05% Senior Notes due March 2016	$	—		$	299,997
2.50% Senior Notes due March 2017		299,974			299,956
5.00% Senior Notes due March 2018		249,688			249,602
7.50% Senior Notes due March 2019		201,695			201,695
4.90% Senior Notes due August 2020		467,162			499,287
4.625% Senior Notes due March 2021		396,323			399,680
3.95% Senior Notes due March 2022		399,401			399,354
6.95% Senior Notes due April 2025		448,862			448,814
6.20% Senior Notes due August 2040		399,897			399,896
6.05% Senior Notes due March 2041		397,738			397,719
5.25% Senior Notes due March 2042		498,353			498,338
7.95% Senior Notes due April 2045		394,589			394,563
Total senior unsecured notes		4,153,682			4,488,901
Credit facility & commercial paper program		—			—
Total debt		4,153,682			4,488,901
Less: Unamortized debt issuance costs		(24,292	)		(26,266	)
Less: Current maturities of long-term debt		(299,974	)		(299,997	)
Long-term debt, net of debt issuance costs	$	3,829,416		$	4,162,638



	March 31, 2017			December 31, 2016
Senior unsecured senior notes
2.50% Senior Notes due March 2017	$	—		$	299,992
5.75% Senior Notes due March 2018	249,817			249,771
7.50% Senior Notes due March 2019	201,695			201,695
4.90% Senior Notes due August 2020	167,610			167,576
4.625% Senior Notes due March 2021	208,552			208,538
3.95% Senior Notes due March 2022	125,512			125,488
7.75% Senior Notes due January 2024	980,647			980,117
7.20% Senior Notes due April 2025	448,934			448,909
6.20% Senior Notes due August 2040	399,899			399,898
6.05% Senior Notes due March 2041	397,768			397,758
5.25% Senior Notes due March 2042	498,376			498,369
8.20% Senior Notes due April 2045	394,625			394,613
Total debt	4,073,435			4,372,724
Less: Unamortized debt issuance costs	(31,616		)	(32,613		)
Less: Current maturities of long-term debt ⁽¹⁾	(249,299		)	(299,882		)
Long-term debt, net of debt issuance costs	$	3,792,520		$	4,040,229


	June 30, 2016				December 31, 2015
	Carrying		Estimated		Carrying		Estimated		March 31, 2017				December 31, 2016
	Value		Fair Value		Value		Fair Value		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Senior unsecured notes:
3.05% Senior Notes due March 2016	$	—	$	—	$	299,997	$	299,340
2.50% Senior Notes due March 2017		299,974		296,715		299,956		284,334	$	—	$	—	$	299,992	$	299,128
5.00% Senior Notes due March 2018		249,688		244,063		249,602		227,285
5.75% Senior Notes due March 2018									249,817		253,179		249,771		249,808
7.50% Senior Notes due March 2019		201,695		202,388		201,695		194,273	201,695		210,089		201,695		209,524
4.90% Senior Notes due August 2020		467,162		392,189		499,287		378,761	167,610		165,168		167,576		167,329
4.625% Senior Notes due March 2021		396,323		313,200		399,680		289,450	208,552		191,962		208,538		196,416
3.95% Senior Notes due March 2022		399,401		285,750		399,354		265,643	125,512		107,685		125,488		112,791
6.95% Senior Notes due April 2025		448,862		356,006		448,814		308,870
7.75% Senior Notes due January 2024									980,647		961,685		980,117		945,317
7.20% Senior Notes due April 2025									448,934		425,021		448,909		423,267
6.20% Senior Notes due August 2040		399,897		241,000		399,896		237,005	399,899		293,082		399,898		280,221
6.05% Senior Notes due March 2041		397,738		237,000		397,719		239,464	397,768		287,602		397,758		273,854
5.25% Senior Notes due March 2042		498,353		282,500		498,338		279,919	498,376		332,440		498,369		325,814
7.95% Senior Notes due April 2045		394,589		279,313		394,563		255,887
Total senior unsecured notes		4,153,682		3,130,124		4,488,901		3,260,231
Credit facility & commercial paper program		—		—		—		—
8.20% Senior Notes due April 2045									394,625		367,318		394,613		328,608
Total debt	$	4,153,682	$	3,130,124	$	4,488,901	$	3,260,231	$	4,073,435	$	3,595,231	$	4,372,724	$	3,812,077

o

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Operating revenues
Contract drilling services	$	876,697		$	771,307		$	1,468,064		$	1,550,668
Reimbursables		17,933			22,248			38,539			47,229
Other		153			—			153			—
		894,783			793,555			1,506,756			1,597,897
Operating costs and expenses
Contract drilling services		244,176			319,207			495,424			640,957
Reimbursables		14,298			17,652			30,304			37,809
Depreciation and amortization		150,946			159,123			300,665			313,261
General and administrative		19,033			22,424			38,573			46,362
Loss on impairment		16,616			—			16,616			—
		445,069			518,406			881,582			1,038,389
Operating income		449,714			275,149			625,174			559,508
Other income (expense)
Interest expense, net of amount capitalized		(57,306	)		(57,465	)		(114,406	)		(106,509	)
Gain on extinguishment of debt, net		11,066			—			11,066			—
Interest income and other, net		(1,253	)		(431	)		(1,983	)		6,151
Income before income taxes		402,221			217,253			519,851			459,150
Income tax provision		(56,822	)		(39,405	)		(50,319	)		(82,852	)
Net income		345,399			177,848			469,532			376,298
Net income attributable to noncontrolling interests		(22,533	)		(18,817	)		(41,181	)		(38,864	)
Net income attributable to Noble Corporation plc	$	322,866		$	159,031		$	428,351		$	337,434
Per share data:
Basic:	$	1.28		$	0.64		$	1.70		$	1.36
Diluted:	$	1.28		$	0.64		$	1.70		$	1.36

													Accumulated
							Additional						Other
	Shares						Paid-in			Retained			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Loss			Interests			Equity
Balance at December 31, 2014		247,501		$	2,475		$	695,638		$	5,936,035		$	(69,418	)	$	722,304		$	7,287,034
Employee related equity activity
Amortization of share-based compensation		—			—			21,147			—			—			—			21,147
Issuance of share-based compensation shares		678			7			(4,149	)		—			—			—			(4,142	)
Tax benefit of equity transactions		—			—			(2,401	)		—			—			—			(2,401	)
Repurchases of shares		(6,209	)		(62	)		(100,568	)		—			—			—			(100,630	)
Net income		—			—			—			337,434			—			38,864			376,298
Dividends paid to noncontrolling interests		—			—			—			—			—			(44,484	)		(44,484	)
Dividends		—			—			—			(185,669	)		—			—			(185,669	)
Other comprehensive income, net		—			—			—			—			245			—			245
Balance at June 30, 2015		241,970		$	2,420		$	609,667		$	6,087,800		$	(69,173	)	$	716,684		$	7,347,398
Balance at December 31, 2015		241,977		$	2,420		$	628,483		$	6,131,501		$	(63,175	)	$	723,001		$	7,422,230
Employee related equity activity
Amortization of share-based compensation		—			—			19,565			—			—			—			19,565
Issuance of share-based compensation shares		1,241			12			(3,585	)		—			—			—			(3,573	)
Tax benefit of equity transactions		—			—			(5,499	)		—			—			—			(5,499	)
Net income		—			—			—			428,351			—			41,181			469,532
Dividends paid to noncontrolling interests		—			—			—			—			—			(41,088	)		(41,088	)
Dividends		—			—			—			(42,691	)		—			—			(42,691	)
Other comprehensive income, net		—			—			—			—			1,305			—			1,305
Balance at June 30, 2016		243,218		$	2,432		$	638,964		$	6,517,161		$	(61,870	)	$	723,094		$	7,819,781

										Accumulated
					Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2014		261,246	$	26,125	$	530,657	$	6,009,114		$	(69,418	)	$	722,304		$	7,218,782
Distributions to parent company, net		—		—		—		(273,626	)		—			—			(273,626	)
Capital contribution by parent - share- based compensation		—		—		14,695		—			—			—			14,695
Net income		—		—		—		359,342			—			38,864			398,206
Dividends paid to noncontrolling interests		—		—		—		—			—			(44,484	)		(44,484	)
Other comprehensive income, net		—		—		—		—			245			—			245
Balance at June 30, 2015		261,246	$	26,125	$	545,352	$	6,094,830		$	(69,173	)	$	716,684		$	7,313,818
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		—		—		—		(65,316	)		—			—			(65,316	)
Capital contribution by parent - share- based compensation		—		—		17,653		—			—			—			17,653
Net income		—		—		—		447,869			—			41,181			489,050
Dividends paid to noncontrolling interests		—		—		—		—			—			(41,088	)		(41,088	)
Other comprehensive income, net		—		—		—		—			1,305			—			1,305
Balance at June 30, 2016		261,246	$	26,125	$	578,962	$	6,549,764		$	(61,870	)	$	723,094		$	7,816,075


(1)	Presented net of current portion of unamortized debt issuance costs of $0.5 million and $0.1 million at March 31, 2017 and December 31, 2016, respectively.

	Three Months Ended June 30,
	2016						2015
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	799		$	1,662		$	846		$	2,149
Interest cost		641			2,389			632			2,300
Return on plan assets		(904	)		(3,097	)		(911	)		(3,286	)
Amortization of prior service cost		27			29			26			36
Recognized net actuarial loss		38			1,100			110			1,539
Net pension expense	$	601		$	2,083		$	703		$	2,738

	Six Months Ended June 30,
	2016						2015
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	1,574		$	3,324		$	1,720		$	4,298
Interest cost		1,275			4,778			1,274			4,599
Return on plan assets		(1,799	)		(6,194	)		(1,837	)		(6,573	)
Amortization of prior service cost		53			58			53			71
Recognized net actuarial loss		75			2,200			155			3,079
Net pension expense	$	1,178		$	4,166		$	1,365		$	5,474

		Estimated fair value
	Balance sheet classification	June 30, 2016		December 31, 2015
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Prepaid expenses and other current assets	$	428	$	—
Non-designated derivatives
FCX Settlement	Other assets		17,600		—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	1,496	$	—

	Gain/(loss) recognized through AOCL					Gain/(loss) reclassified from AOCL to "contract drilling services" expense					Gain/(loss) recognized through "contract drilling services" revenue
	2016			2015		2016		2015			2016		2015
Cash flow hedges
Foreign currency forward contracts	$	(1,358	)	$	479	$	290	$	(570	)	$	—	$	—
Non-designated derivatives
FCX Settlement	$	—		$	—	$	—	$	—		$	17,600	$	—

	June 30, 2016
			Estimated Fair Value Measurements
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Assets -
Marketable securities	$	6,677	$	6,677	$	—	$	—
Foreign currency forward contracts		428		—		428		—
FCX Settlement		17,600		—		—		17,600
Liabilities -
Foreign currency forward contracts	$	1,496	$	—	$	1,496	$	—



	December 31, 2016
			Estimated Fair Value Measurements
	Carrying Amount		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets -
Marketable securities	$	6,246	$	6,246	$	—	$	—
FCX Settlement	$	14,400	$	—	$	—	$	14,400


Valuation assumptions:
Expected volatility		43.11	%
Mean-reversion rate		0.03
Discount rate ⁽¹⁾		4.0	%
Underlying spot price ⁽²⁾	$	48.33



Valuation assumptions:
Expected volatility	45.25		%
Mean-reversion rate	2.80
Discount rate ⁽¹⁾	2.5		%
Underlying spot price⁽²⁾	$	50.60

	Gains /			Defined
	(Losses) on			Benefit			Foreign
	Cash Flow			Pension			Currency
	Hedges⁽¹⁾			Items⁽²⁾			Items			Total
Balance at December 31, 2014	$	—		$	(58,440	)	$	(10,978	)	$	(69,418	)
Activity during period:
Other comprehensive income/(loss) before reclassifications		513			—			(1,874	)		(1,361	)
Amounts reclassified from AOCL		(604	)		2,210			—			1,606
Net other comprehensive income/(loss)		(91	)		2,210			(1,874	)		245
Balance at June 30, 2015	$	(91	)	$	(56,230	)	$	(12,852	)	$	(69,173	)
Balance at December 31, 2015	$	—		$	(46,919	)	$	(16,256	)	$	(63,175	)
Activity during period:
Other comprehensive income/(loss) before reclassifications		(1,450	)		—			806			(644	)
Amounts reclassified from AOCL		382			1,567			—			1,949
Net other comprehensive income/(loss)		(1,068	)		1,567			806			1,305
Balance at June 30, 2016	$	(1,068	)	$	(45,352	)	$	(15,450	)	$	(61,870	)

												Other
												Non-guarantor
	Noble -											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	228	$	—	$	176		$	—	$	—	$	822,573		$	—		$	822,977
Accounts receivable		—		—		23,827			—		—		329,850			—			353,677
Taxes receivable		—		12,124		—			—		—		21,345			—			33,469
Short-term notes receivable from affiliates		—		—		124,601			—		729,893		171,925			(1,026,419	)		—
Accounts receivable from affiliates		678,787		10,090		138,928			66,508		77,570		3,061,317			(4,033,200	)		—
Prepaid expenses and other current assets		41		—		1,866			—		—		115,420			—			117,327
Total current assets		679,056		22,214		289,398			66,508		807,463		4,522,430			(5,059,619	)		1,327,450
Property and equipment, at cost		—		—		1,928,307			—		—		12,207,069			—			14,135,376
Accumulated depreciation		—		—		(387,699	)		—		—		(2,471,671	)		—			(2,859,370	)
Property and equipment, net		—		—		1,540,608			—		—		9,735,398			—			11,276,006
Notes receivable from affiliates		3,304,672		—		112,705			69,564		5,000		1,995,607			(5,487,548	)		—
Investments in affiliates		4,007,798		2,356,033		2,311,826			9,333,929		6,832,184		—			(24,841,770	)		—
Other assets		5,123		—		7,310			—		—		113,427			—			125,860
Total assets	$	7,996,649	$	2,378,247	$	4,261,847		$	9,470,001	$	7,644,647	$	16,366,862		$	(35,388,937	)	$	12,729,316
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	—	$	—		$	—	$	—	$	—		$	—		$	—
Current maturities of long-term debt		—		171,925		—			299,642		—		854,494			(1,026,419	)		299,642
Accounts payable		—		—		3,786			—		—		134,673			—			138,459
Accrued payroll and related costs		—		—		4,999			—		—		45,436			—			50,435
Accounts payable to affiliates		882,039		79,542		1,933,446			176,010		—		962,163			(4,033,200	)		—
Taxes payable		—		2,028		—			—		—		150,213			—			152,241
Interest payable		1,700		—		—			67,686		4,412		—			—			73,798
Other current liabilities		—		—		3,501			—		—		75,945			—			79,446
Total current liabilities		883,739		253,495		1,945,732			543,338		4,412		2,222,924			(5,059,619	)		794,021
Long-term debt		—		—		—			3,628,055		201,361		—			—			3,829,416
Notes payable to affiliates		—		900,000		464,132			744,180		—		3,379,236			(5,487,548	)		—
Deferred income taxes		—		—		1,064			—		—		3,824			—			4,888
Other liabilities		19,929		—		23,427			—		—		241,560			—			284,916
Total liabilities		903,668		1,153,495		2,434,355			4,915,573		205,773		5,847,544			(10,547,167	)		4,913,241
Commitments and contingencies		—		—		—			—		—		—			—			—
Total shareholder equity		7,092,981		1,224,752		1,827,492			4,554,428		7,438,874		9,336,099			(24,381,645	)		7,092,981
Noncontrolling interests		—		—		—			—		—		1,183,219			(460,125	)		723,094
Total equity		7,092,981		1,224,752		1,827,492			4,554,428		7,438,874		10,519,318			(24,841,770	)		7,816,075
Total liabilities and equity	$	7,996,649	$	2,378,247	$	4,261,847		$	9,470,001	$	7,644,647	$	16,366,862		$	(35,388,937	)	$	12,729,316

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

																Other			��
																Non-guarantor
	Noble-															Subsidiaries				Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble				Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	(37,768	)	$	(7,445	)	$	123,844		$	(117,391	)	$	(11,095	)	$	802,833			$	—	$	752,978
Cash flows from investing activities
Capital expenditures		—			—			(48,227	)		—			—			(160,464	)			—		(208,691	)
Net cash from investing activities		—			—			(48,227	)		—			—			(160,464	)			—		(208,691	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(1,123,495	)		—			—			—			—			—				—		(1,123,495	)
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		—			—			—			—			—			(44,484	)			—		(44,484	)
Distributions to parent company, net		(273,626	)		—			—			—			—			—				—		(273,626	)
Advances (to) from affiliates		1,441,363			7,445			(75,745	)		(965,717	)		11,095			(418,441	)			—		—
Net cash from financing activities		37,792			7,445			(75,745	)		117,391			11,095			(462,925	)			—		(364,947	)
Net change in cash and cash equivalents		24			—			(128	)		—			—			179,444				—		179,340
Cash and cash equivalents, beginning of period		5			—			254			—			—			65,521				—		65,780
Cash and cash equivalents, end of period	$	29		$	—		$	126		$	—		$	—		$	244,965			$	—	$	245,120

			Year Ending December 31,
	Total		2016 ⁽¹⁾			2017			2018			2019			2020-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ⁽⁴⁾⁽⁶⁾	$	3,811	$	552		$	723		$	658		$	508		$	1,370
Jackups ⁽³⁾		1,310		281			469			285			159			116
Total ⁽²⁾	$	5,121	$	833		$	1,192		$	943		$	667		$	1,486
Percent of Available Days Committed ⁽⁵⁾
Semisubmersibles/Drillships				40	%		27	%		25	%		20	%		13	%
Jackups				85	%		68	%		36	%		7	%		1	%
Total				60	%		46	%		30	%		14	%		8	%



			Year Ending December 31,
	Total		2017 ⁽¹⁾			2018			2019			2020			2021-2024
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ⁽⁴⁾⁽⁶⁾	$	2,056	$	349		$	451		$	348		$	326		$	582
Jackups ⁽³⁾	1,474		396			393			303			223			159
Total⁽²⁾	$	3,530	$	745		$	844		$	651		$	549		$	741
Percent of Available Days Committed⁽⁵⁾
Semisubmersibles/Drillships			32		%	29		%	22		%	21		%	13		%
Jackups			77		%	50		%	28		%	19		%	7		%
Total			54		%	40		%	25		%	20		%	10		%

~~(1)~~
(1)	Represents a ~~six month~~nine-month period beginning ~~July~~April 1, ~~2016.~~ 2017.

	Average Rig						Operating							Average
	Utilization ⁽¹⁾						Days ⁽²⁾							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	June 30,						June 30,							June 30,
	2016			2015			2016		2015		% Change			2016			2015		% Change
Jackups		83	%		84	%		981		993		-1	%	$	136,041		$	171,482		-21	%
Semisubmersibles		16	%		63	%		115		455		-75	%		290,106			403,319		-28	%
Drillships		86	%		100	%		626		819		-24	%		1,134,011	⁽³⁾		509,783		122	%
Total		65	%		83	%		1,722		2,267		-24	%	$	509,145	⁽³⁾	$	340,217		50	%



	Average Rig Utilization ⁽¹⁾				Operating Days ⁽²⁾				Average Dayrates
	Three Months Ended March 31,				Three Months Ended March 31,				Three Months Ended March 31,
	2017		2016		2017	2016	% Change		2017		2016		% Change
Jackups	93	%	84	%	1,170	981	19	%	$	123,154	$	134,868	(9	)%
Semisubmersibles	17	%	48	%	90	350	(74	)%	131,015		258,786		(49	)%
Drillships	68	%	100	%	490	728	(33	)%	405,719		506,141		(20	)%
Total	69	%	79	%	1,750	2,059	(15	)%	$	202,674	$	287,169	(29	)%

~~(1)~~
(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)~~
(2)	Information reflects the number of days that our rigs were operating under contract.

	Three Months Ended
	June 30				Change
	2016		2015		$			%
Operating revenues:
Contract drilling services	$	876,697	$	771,307	$	105,390			14	%
Reimbursables ⁽¹⁾		17,933		22,248		(4,315	)		-19	%
Other		153		—		153		**
	$	894,783	$	793,555	$	101,228			13	%
Operating costs and expenses:
Contract drilling services	$	244,176	$	319,207	$	(75,031	)		-24	%
Reimbursables ⁽¹⁾		14,298		17,652		(3,354	)		-19	%
Depreciation and amortization		145,237		153,579		(8,342	)		-5	%
General and administrative		19,033		22,424		(3,391	)		-15	%
Loss on impairment		16,616		—		16,616		**
		439,360		512,862		(73,502	)		-14	%
Operating income	$	455,423	$	280,693	$	174,730			62	%

~~(1)~~
(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.



/s/ David W. Williams		~~August 8, 2016~~ May 5, 2017
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ ~~Dennis J. Lubojacky~~ Adam C. Peakes		May 5, 2017
~~Dennis J. Lubojacky~~ ~~Chief Financial Officer, Vice President, Controller and Treasurer~~ ~~(Principal Financial Officer)~~

~~Noble Corporation, a Cayman Islands company~~

~~/s/ David W. Williams~~		~~August 8, 2016~~
~~David W. Williams~~ ~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~		~~Date~~

~~/s/ Dennis J. Lubojacky~~
~~Dennis J. Lubojacky~~ Adam C. Peakes Senior Vice President and Chief Financial Officer (Principal Financial Officer)		Date

/s/ Dennis J. Lubojacky		May 5, 2017
Dennis J. Lubojacky Vice President and Controller (Principal Accounting Officer)		Date



/s/ David W. Williams		May 5, 2017
David W. Williams President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ Dennis J. Lubojacky		May 5, 2017
Dennis J. Lubojacky Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		Date

~~Exhibit~~
~~Number~~		~~Exhibit~~
Exhibit Number		Exhibit
~~2.1~~
2.1		Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”) and Noble Corporation Limited (“Noble-UK”) (filed as Exhibit 2.1 to Noble-Swiss’ Current Report on Form 8-K filed on July 1, 2013 and incorporated herein by reference).

2.2		Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008, among Noble Corporation, a Swiss corporation (“Noble-Swiss”), Noble Corporation, a Cayman Islands company (“Noble-Cayman”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’s Current Report on Form 8-K filed on December 22, 2008 and incorporated herein by reference).

2.3		Amendment No. 1 to Agreement and Plan of Merger, Reorganization and Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-Cayman and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).

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

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

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

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

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

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

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

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

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


~~10.4~~
Exhibit Number		Exhibit

10.4		Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble-Cayman, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.5* 10.6		Noble Corporation plc 2015 Omnibus Incentive Plan, restated as of May 1, 2016 (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on April 26, 2016 and incorporated herein by reference).