Noble (NE) 8-K Unaudited combined pro forma financial statements for Noble-Swiss

Exhibit 99.1

Unaudited combined pro forma financial statements for Noble-Swiss

As of, and for, the six months ended June 30, 2013 and for the year ended December 31, 2012

On September 24, 2013, Noble Corporation, a Swiss company (“Noble-Swiss”), announced that its Board of Directors has approved a plan to reorganize its business by means of a separation and spin-off of a newly formed subsidiary (“Newco”) whose assets and liabilities would consist of most of Noble-Swiss’ standard specification drilling units, and related assets, liabilities and business.

The unaudited pro forma financial information of Noble-Swiss assumes that the standard specification units to be owned and operated by Newco would include five drillships, three semisubmersibles, 34 jackups, two submersibles, and one floating production storage and offloading unit, as well as the Hibernia platform operations offshore Canada (collectively the “subject fleet”). The separation of the subject fleet from Noble-Swiss, including its transfer to Newco, is referred to herein as the “Separation.”

The plan approved by the Board of Directors contemplates the execution of the Separation through the distribution of the shares of Newco to Noble-Swiss shareholders in a spin-off (the “Distribution” and, together with the Separation, the “Spin-Off”). Subject to business, market, regulatory and other considerations, the Distribution may be preceded by an initial public offering of up to 20 percent of the shares of Newco. In connection with the Separation, Noble-Swiss expects to repay certain outstanding indebtedness with payments received from Newco. Newco is expected to fund such payments to Noble-Swiss with proceeds from borrowings and, if Noble-Swiss proceeds with the initial public offering of Newco shares, its initial public offering. Following the Spin-Off, Noble-Swiss will continue to own and operate its high-specification assets with particular operating focus in deepwater and ultra-deepwater markets for drillships and semisubmersibles and harsh environment and high-specification markets for jackups. Completion of the Spin-Off is subject to receipt of a tax ruling from the U.S. Internal Revenue Service, approval of the shareholders of Noble-Swiss, and business, market, regulatory and other considerations beyond the control of Noble-Swiss.

The historical financial information of the subject fleet has been derived from the historical financial statements of Noble-Swiss, and the pro forma financial information of Noble-Swiss presents solely the impact of the removal of the subject fleet. No pro forma adjustments have been made for any assumptions regarding Newco as a standalone company or any transactions to be effected in connection with the Separation, including any financings or debt repayments.

The following unaudited pro forma combined financial information sets forth: (i) the historical financial information of Noble- Swiss and the subject fleet as of June 30, 2013 and for the six months then ended, as derived from the unaudited financial statements of Noble-Swiss and the unaudited combined financial statements of the subject fleet, (ii) the historical financial information of Noble-Swiss and the subject fleet for the year ended December 31, 2012, as derived from the audited financial statements of Noble-Swiss and the unaudited combined financial statements of the subject fleet and (iii) the pro forma financial information of Noble-Swiss retained assuming the proposed Spin-Off was completed as of June 30, 2013 for purposes of the unaudited pro forma combined balance sheet and as of January 1, 2012 for purposes of the unaudited pro forma combined statements of operations.

In July 2013, Noble-Swiss sold theNoble Lewis Dugger. As the sale of the rig is not deemed material to the overall pro forma Noble-Swiss retained financials, no pro forma adjustments have been made to reflect the sale of this rig.

The unaudited pro forma combined financial information should be read in conjunction with, and is qualified in its entirety by, the notes thereto and the historical annual and interim consolidated financial statements of Noble-Swiss, including the notes thereto, which were filed with the Securities and Exchange Commission in Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. The adjustments made herein are preliminary and are based on certain estimates and assumptions and currently available information. Such adjustments could change as additional information becomes available, as estimates and assumptions are refined or as additional events occur.

The unaudited pro forma combined financial statements are presented for comparative purposes only and may not necessarily be indicative of what the actual financial position or results of operations of Noble-Swiss or Newco would have been as of, and for, the periods presented, nor does it purport to represent the future financial position or results of operations of Noble-Swiss or Newco.

Noble Corporation (Noble-Swiss)

Unaudited pro forma combined balance sheet

As of June 30, 2013

(in thousands)

				Removal of			Pro forma
	Historical			subject			Noble-Swiss
	Noble-Swiss			fleet			Retained
				(Note 2)
Assets
Current assets
Cash and cash equivalents	$	166,207		$	45,952		$	120,255
Accounts receivable		834,576			366,648			467,928
Taxes receivable (Note 2)		148,281			7,576			140,705
Prepaid expenses		71,824			22,082			49,742
Other current assets		123,338			40,719			82,619
Total current assets		1,344,226			482,977			861,249
Property and equipment, at cost		18,198,504			5,343,177			12,855,327
Accumulated depreciation		(4,354,168	)		(2,313,705	)		(2,040,463	)
Property and equipment, net		13,844,336			3,029,472			10,814,864
Other assets		277,524			78,774			198,750
Total assets	$	15,466,086		$	3,591,223		$	11,874,863
Liabilities and Equity
Current liabilities
Accounts payable	$	344,468		$	123,100			221,368
Accrued payroll and related costs		126,267			48,572			77,695
Interest payable		67,255			413			66,842
Taxes payable (Note 2)		123,234			—			123,234
Dividends payable		256,420			—			256,420
Other current liabilities		168,946			29,522			139,424
Total Current liabilities		1,086,590			201,607			884,983
Long-term debt (Note 2)		5,276,304			—			5,276,304
Deferred income taxes (Note 2)		218,513			88,459			130,054
Other liabilities		324,379			98,049			226,330
Total liabilities		6,905,786			388,115			6,517,671
Shareholders’ equity		7,807,466			3,203,108			4,604,358
Noncontrolling interest		752,834			—			752,834
Total Equity		8,560,300			3,203,108			5,357,192
Total liabilities and equity	$	15,466,086		$	3,591,223		$	11,874,863

See accompanying notes to the unaudited pro forma combined financial statements

Noble Corporation (Noble-Swiss)

Unaudited pro forma combined statement of operations

For the six months ended June 30, 2013

(in thousands)

				Removal of			Pro forma
	Historical			subject			Noble-Swiss
	Noble-Swiss			fleet			Retained
				(Note 2)
Operating revenues
Contract drilling services	$	1,904,192		$	776,734		$	1,127,458
Reimbursables		49,434			21,336			28,098
Labor contract drilling services		34,657			17,684			16,973
Other		77			66			11
		1,988,360			815,820			1,172,540
Operating expenses
Contract drilling services		976,070			409,498			566,572
Reimbursables		37,623			15,748			21,875
Labor contract drilling services		21,651			11,727			9,924
Depreciation & amortization		418,745			179,191			239,554
General & administrative (Note 2)		52,420			27,807			24,613
Gain on contract settlements/extinguishments, net		(1,800	)		(1,800	)		—
		1,504,709			650,852			853,857
Operating Income		483,651			164,968			318,683
Other income (expense)
Interest expense		(51,966	)		(2,235	)		(49,731	)
Interest income and other, net		530			1,420			(890	)
Income before income taxes		432,215			164,153			268,062
Income tax (provision) (Note 2)		(71,176	)		(33,973	)		(37,203	)
Net income		361,039			130,180			230,859
Income attributable to non-controlling interests		(34,359	)		—			(34,359	)
Net income attributable to controlling interests	$	326,680		$	130,180		$	196,500

See accompanying notes to the unaudited pro forma combined financial statements

Noble Corporation (Noble-Swiss)

Unaudited pro forma combined statement of operations

For the year ended December 31, 2012

(in thousands)

				Removal of			Pro forma
	Historical			subject			Noble-Swiss
	Noble-Swiss			fleet			Retained
				(Note 2)
Operating revenues
Contract drilling services	$	3,349,362		$	1,259,741		$	2,089,621
Reimbursables		115,495			49,727			65,768
Labor contract drilling services		81,890			36,591			45,299
Other		265			254			11
		3,547,012			1,346,313			2,200,699
Operating expenses
Contract drilling services		1,776,481			794,149			982,332
Reimbursables		94,096			38,672			55,424
Labor contract drilling services		46,895			21,930			24,965
Depreciation & amortization		758,621			321,809			436,812
General & administrative (Note 2)		99,990			54,298			45,692
Gain on contract settlements/extinguishments, net		(12,871	)		—			(12,871	)
		2,763,212			1,230,858			1,532,354
Operating Income		783,800			115,455			668,345
Other income (expense)
Interest expense		(85,763	)		(3,746	)		(82,017	)
Interest income and other, net		5,188			1,721			3,467
Income before income taxes		703,225			113,430			589,795
Income tax (provision) (Note 2)		(147,088	)		(43,192	)		(103,896	)
Net income		556,137			70,238			485,899
Income attributable to non-controlling interests		(33,793	)		—			(33,793	)
Net income attributable to controlling interests	$	522,344		$	70,238		$	452,106

See accompanying notes to the unaudited pro forma combined financial statements

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation

On September 24, 2013, Noble Corporation, a Swiss company (“Noble-Swiss”), announced that its Board of Directors has approved a plan to reorganize its business by means of a separation and spin-off of a newly formed subsidiary (“Newco”) whose assets and liabilities would consist of most of Noble-Swiss’ standard specification drilling units, and related assets, liabilities and business.

The unaudited pro forma financial information of Noble-Swiss assumes that the standard specification units to be owned and operated by Newco would include five drillships, three semisubmersibles, 34 jackups, two submersibles, and one floating production storage and offloading unit, as well as the Hibernia platform operations offshore Canada (collectively the “subject fleet”). The separation of the subject fleet from Noble-Swiss, including its transfer to Newco is referred to herein as the “Separation.” The plan approved by the Board of Directors contemplates the execution of the Separation through the distribution of the shares of Newco to Noble-Swiss shareholders in a spin-off (the “Distribution” and, together with the Separation, the “Spin-Off”).

The historical financial information of the subject fleet has been derived from the historical financial statements of Noble-Swiss, and the pro forma financial information of Noble-Swiss presents solely the impact of the removal of the subject fleet. No pro forma adjustments have been made for any assumptions regarding Newco as a standalone company or any transactions to be effected in connection with the Spin-Off, including any financings or debt repayments.

The unaudited pro forma combined financial statements were prepared in accordance with Securities and Exchange Commission Regulation S-X Article 11 and are based on the historical financial statements of Noble-Swiss. The unaudited pro forma combined financial statements are in conformity with accounting principles generally accepted in the United States.

The unaudited pro forma combined financial statements are presented for comparative purposes only and may not necessarily be indicative of what the actual financial position or results of operations of Noble-Swiss and Newco would have been as of, and for, the periods presented, nor does it purport to represent the future combined financial position or results of operations of Noble-Swiss or Newco.

2. Removal of subject fleet as pro forma adjustments

The pro forma adjustments included in the accompanying financial statements include assets, liabilities, revenues and costs that are specifically identifiable or have been allocated directly to the subject fleet. Shareholders’ equity for the subject fleet represents Noble-Swiss’ interest in the recorded net assets of the subject fleet and includes cumulative operating results.

Long-term debt

In connection with the Separation, Noble-Swiss expects to repay certain outstanding indebtedness with payments received from Newco. Newco is expected to fund such payments to Noble-Swiss with proceeds from borrowings and, if Noble-Swiss proceeds with the initial public offering of Newco shares, its initial public offering. As described above, no pro forma adjustments have been made regarding the use of proceeds or financing costs, including interest, which might be incurred as a result of any such financings.

General and administrative expenses

The subject fleet receives service and support functions from Noble-Swiss and certain of its subsidiaries. The costs associated with these support functions have been allocated relative to Noble-Swiss in its entirety, which is considered to be the most meaningful under the circumstances. These allocated costs are primarily related to corporate administrative expenses, employee related costs, including pensions and other benefits, and corporate and shared employees for the following functional groups:

• information technology,

• legal services,

• accounting,

• finance services,

• human resources,

• marketing and product support,

• treasury and

• other corporate and infrastructural services.

Income taxes

A reasonable allocation of income taxes to the subject fleet has been made in instances where the operations of the subject fleet were included in the filing of a consolidated or combined return of Noble-Swiss. These estimates may not necessarily reflect the ultimate tax rate of either the subject fleet, or Noble-Swiss retained, following the Spin-Off.

3. Sale of Noble Lewis Dugger

In July 2013, Noble-Swiss sold theNoble Lewis Dugger. As the sale of the rig is not deemed material to the overall pro forma Noble-Swiss retained financials, no pro-forma adjustments have been made to reflect the sale of this rig.

4. Noble-Swiss earnings per share

The following details the unaudited pro forma earnings per share for Noble-Swiss retained:

	Six months			Year
	ended			ended
	June 30, 2013			December 31, 2012
Allocation of net income
Basic
Net income attributable to Noble Corporation	$	182,798		$	443,258
Earnings allocated to unvested share-based payment awards		(2,138	)		(4,505	)
Net income to common shareholders—basic	$	180,660		$	438,753
Diluted
Net income attributable to Noble Corporation	$	182,798		$	443,258
Earnings allocated to unvested share-based payment awards		(2,137	)		(4,499	)
Net income to common shareholders—diluted	$	180,661		$	438,759
Weighted average shares outstanding—basic		253,184			252,435
Incremental shares issuable from assumed exercise of stock options		265			356
Weighted average shares outstanding—diluted		253,449			252,791
Weighted average unvested share-based payment awards		2,998			2,592
Earnings per share
Basic	$	0.71		$	1.74
Diluted	$	0.71		$	1.74