Condensed Consolidating Financial Information | Note 17— Condensed Consolidating Financial Information Guarantees of Registered Securities Noble-Cayman, or one or more 100 percent owned subsidiaries of Noble-Cayman, is an issuer, co-issuer or full and unconditional guarantor or otherwise obligated as of June 30, 2018 with respect to registered securities as follows (see “ Note 7— Debt ” for additional information): Issuer Notes (1) (Co-Issuer(s)) Guarantor $250 million 5.75% Senior Notes due 2018 NHIL Noble-Cayman $202 million 7.50% Senior Notes due 2019 (2) NHUS Noble-Cayman Noble Drilling Holding, LLC (“NDH” ) Noble Drilling Services 6 LLC (“NDS6”) $168 million 4.90% Senior Notes due 2020 NHIL Noble-Cayman $209 million 4.625% Senior Notes due 2021 NHIL Noble-Cayman $126 million 3.95% Senior Notes due 2022 NHIL Noble-Cayman $1 billion 7.75% Senior Notes due 2024 NHIL Noble-Cayman $450 million 7.95% Senior Notes due 2025 NHIL Noble-Cayman $400 million 6.20% Senior Notes due 2040 NHIL Noble-Cayman $400 million 6.05% Senior Notes due 2041 NHIL Noble-Cayman $500 million 5.25% Senior Notes due 2042 NHIL Noble-Cayman $400 million 8.95% Senior Notes due 2045 NHIL Noble-Cayman (1) Our 2026 Notes are excluded from this list as they are unregistered securities issued in a non-public offering. (2) In February 2018, the entire remaining principal amount of 2019 Notes were redeemed and, as a result, we have prospectively eliminated NHUS, NDH, and NDS6 as guarantors in the current year presentation of the Condensed Consolidating Financial Information. However, prior year information is presented as previously reported. The following condensed consolidating financial statements of Noble-Cayman, 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, 2018 (in thousands) (Unaudited) Noble - NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ 265 $ — $ 410,407 $ — $ 410,672 Accounts receivable — — 212,229 — 212,229 Taxes receivable — — 12,811 — 12,811 Short-term notes receivable from affiliates — — 3,175,662 (3,175,662 ) — Accounts receivable from affiliates 575,456 60,945 4,569,424 (5,205,825 ) — Prepaid expenses and other current assets — — 60,628 — 60,628 Total current assets 575,721 60,945 8,441,161 (8,381,487 ) 696,340 Property and equipment, at cost — — 10,924,509 — 10,924,509 Accumulated depreciation — — (2,403,099 ) — (2,403,099 ) Property and equipment, net — — 8,521,410 — 8,521,410 Notes receivable from affiliates 3,177,249 — — (3,177,249 ) — Investments in affiliates 4,357,569 12,209,685 — (16,567,254 ) — Other assets 915 — 174,194 — 175,109 Total assets $ 8,111,454 $ 12,270,630 $ 17,136,765 $ (28,125,990 ) $ 9,392,859 LIABILITIES AND EQUITY Current liabilities Short-term notes payables to affiliates $ — $ 3,175,662 $ — $ (3,175,662 ) $ — Accounts payable 2 — 93,429 — 93,431 Accrued payroll and related costs — — 41,821 — 41,821 Accounts payable to affiliates 3,729,486 839,938 636,401 (5,205,825 ) — Taxes payable — — 33,278 — 33,278 Interest payable 262 100,517 2,628 — 103,407 Other current liabilities — — 64,928 — 64,928 Total current liabilities 3,729,750 4,116,117 872,485 (8,381,487 ) 336,865 Long-term debt — 3,842,617 — 3,842,617 Notes payable to affiliates — — 3,177,249 (3,177,249 ) — Deferred income taxes — — 155,961 — 155,961 Other liabilities 19,929 — 264,894 — 284,823 Total liabilities 3,749,679 7,958,734 4,470,589 (11,558,736 ) 4,620,266 Commitments and contingencies — Total shareholder equity 4,361,775 4,311,896 12,255,358 (16,567,254 ) 4,361,775 Noncontrolling interests — — 410,818 — 410,818 Total equity 4,361,775 4,311,896 12,666,176 (16,567,254 ) 4,772,593 Total liabilities and equity $ 8,111,454 $ 12,270,630 $ 17,136,765 $ (28,125,990 ) $ 9,392,859 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017 (in thousands) (Unaudited) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ 11 $ — $ 23,160 $ 29,324 $ — $ 609,516 $ — $ 662,011 Accounts receivable — — 24,722 — — 179,974 — 204,696 Taxes receivable — 93,302 3 — — 12,040 — 105,345 Short-term notes receivable from affiliates — — 119,476 — 2,373,452 — (2,492,928 ) — Accounts receivable from affiliates 594,456 1,454 144,367 60,945 465,749 5,813,846 (7,080,817 ) — Prepaid expenses and other current assets — — 1,477 — 1 63,963 — 65,441 Total current assets 594,467 94,756 313,205 90,269 2,839,202 6,679,339 (9,573,745 ) 1,037,493 Property and equipment, at cost — — 857,784 — — 11,176,547 — 12,034,331 Accumulated depreciation — — (110,005 ) — — (2,435,086 ) — (2,545,091 ) Property and equipment, net — — 747,779 — — 8,741,461 — 9,489,240 Notes receivable from affiliates 3,177,248 — 1,199,815 — 3,943,299 1,175,300 (9,495,662 ) — Investments in affiliates 4,933,978 4,550,358 5,252,135 12,560,598 7,237,474 — (34,534,543 ) — Other assets 2,663 16,775 8,372 — — 238,718 — 266,528 Total assets $ 8,708,356 $ 4,661,889 $ 7,521,306 $ 12,650,867 $ 14,019,975 $ 16,834,818 $ (53,603,950 ) $ 10,793,261 LIABILITIES AND EQUITY Current liabilities Short-term notes payables to affiliates $ — $ 1,605,243 $ — $ — $ — $ 887,685 $ (2,492,928 ) $ — Current maturities of long-term debt — — — 249,843 — — — 249,843 Accounts payable — — 1,467 — — 82,406 — 83,873 Accrued payroll and related costs — — 4,780 — — 50,124 — 54,904 Accounts payable to affiliates 3,410,669 393,073 1,770,066 661,375 — 845,634 (7,080,817 ) — Taxes payable — — — — — 33,965 — 33,965 Interest payable 2,211 — — 83,960 12,018 — — 98,189 Other current liabilities — — 5,169 — — 66,297 — 71,466 Total current liabilities 3,412,880 1,998,316 1,781,482 995,178 12,018 1,966,111 (9,573,745 ) 592,240 Long-term debt — — — 3,594,332 201,535 — — 3,795,867 Notes payable to affiliates — 700,000 474,637 3,175,663 — 5,145,362 (9,495,662 ) — Deferred income taxes — — 5 — — 164,957 — 164,962 Other liabilities 19,929 — 30,330 — — 239,919 — 290,178 Total liabilities 3,432,809 2,698,316 2,286,454 7,765,173 213,553 7,516,349 (19,069,407 ) 4,843,247 Commitments and contingencies Total shareholder equity 5,275,547 1,963,573 5,234,852 4,885,694 13,806,422 8,644,002 (34,534,543 ) 5,275,547 Noncontrolling interests — — — — — 674,467 — 674,467 Total equity 5,275,547 1,963,573 5,234,852 4,885,694 13,806,422 9,318,469 (34,534,543 ) 5,950,014 Total liabilities and equity $ 8,708,356 $ 4,661,889 $ 7,521,306 $ 12,650,867 $ 14,019,975 $ 16,834,818 $ (53,603,950 ) $ 10,793,261 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 247,689 $ — $ 247,689 Reimbursables and other — — 10,680 — 10,680 Total operating revenues — — 258,369 — 258,369 Operating costs and expenses Contract drilling services 74 793 149,881 — 150,748 Reimbursables — — 8,297 — 8,297 Depreciation and amortization — — 128,173 — 128,173 General and administrative 32 565 7,524 — 8,121 Loss on impairment — — 792,843 — 792,843 Total operating costs and expenses 106 1,358 1,086,718 — 1,088,182 Operating loss (106 ) (1,358 ) (828,349 ) — (829,813 ) Other income (expense) Income (loss) of unconsolidated affiliates (613,855 ) (363,431 ) — 977,286 — Interest expense (15 ) (105,771 ) (11,889 ) 43,545 (74,130 ) Interest income and other, net 1,586 (2 ) 44,812 (43,545 ) 2,851 Income (loss) before income taxes (612,390 ) (470,562 ) (795,426 ) 977,286 (901,092 ) Income tax benefit — — 38,733 — 38,733 Net income (loss) (612,390 ) (470,562 ) (756,693 ) 977,286 (862,359 ) Net income attributable to noncontrolling interests — — 249,969 — 249,969 Net income (loss) attributable to Noble Corporation (612,390 ) (470,562 ) (506,724 ) 977,286 (612,390 ) Other comprehensive income (loss), net (2,446 ) — (2,446 ) 2,446 (2,446 ) Comprehensive income (loss) attributable to Noble Corporation $ (614,836 ) $ (470,562 ) $ (509,170 ) $ 979,732 $ (614,836 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 476,795 $ — $ 476,795 Reimbursables and other — — 16,731 — 16,731 Total operating revenues — — 493,526 — 493,526 Operating costs and expenses Contract drilling services 155 1,397 285,603 — 287,155 Reimbursables — — 12,647 — 12,647 Depreciation and amortization — — 255,812 — 255,812 General and administrative 65 1,183 20,330 — 21,578 Loss on impairment — — 792,843 — 792,843 Total operating costs and expenses 220 2,580 1,367,235 — 1,370,035 Operating loss (220 ) (2,580 ) (873,709 ) — (876,509 ) Other income (expense) Income (loss) of unconsolidated affiliates (744,671 ) (350,913 ) — 1,095,584 — Interest expense (460 ) (225,592 ) (11,889 ) 87,796 (150,145 ) Gain (loss) on extinguishment of debt, net (2,336 ) 5,419 (11,851 ) — (8,768 ) Interest income and other, net 3,154 (131 ) 88,970 (87,796 ) 4,197 Income (loss) before income taxes (744,533 ) (573,797 ) (808,479 ) 1,095,584 (1,031,225 ) Income tax benefit — — 35,737 — 35,737 Net income (loss) (744,533 ) (573,797 ) (772,742 ) 1,095,584 (995,488 ) Net income attributable to noncontrolling interests — — 250,955 — 250,955 Net income (loss) attributable to Noble Corporation (744,533 ) (573,797 ) (521,787 ) 1,095,584 (744,533 ) Other comprehensive income (loss), net (1,455 ) — (1,455 ) 1,455 (1,455 ) Comprehensive income (loss) attributable to Noble Corporation $ (745,988 ) $ (573,797 ) $ (523,242 ) $ 1,097,039 $ (745,988 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME and COMPREHENSIVE INCOME (LOSS) Three Months Ended June 30, 2017 (in thousands) (Unaudited) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 39,988 $ — $ — $ 241,488 $ (9,944 ) $ 271,532 Reimbursables and other — — 892 — — 5,718 — 6,610 Total operating revenues — — 40,880 — — 247,206 (9,944 ) 278,142 Operating costs and expenses Contract drilling services (866 ) 3,362 12,687 (10,834 ) — 167,862 (9,944 ) 162,267 Reimbursables — — 472 — — 3,922 — 4,394 Depreciation and amortization — — 14,005 — — 120,628 — 134,633 General and administrative (442 ) 1,538 — (5,941 ) 5 18,071 — 13,231 Total operating costs and expenses (1,308 ) 4,900 27,164 (16,775 ) 5 310,483 (9,944 ) 314,525 Operating income (loss) 1,308 (4,900 ) 13,716 16,775 (5 ) (63,277 ) — (36,383 ) Other income (expense) Income (loss) of unconsolidated affiliates (85,274 ) (99,354 ) 39,114 48,476 5,647 — 91,391 — Income (loss) of unconsolidated affiliates - discontinued operations, net of tax 2,967 4,566 — — — — (7,533 ) — Interest expense (2,578 ) (6,345 ) (3,291 ) (107,686 ) (3,854 ) (23,134 ) 73,679 (73,209 ) Interest income and other, net 2,646 (26 ) 14,309 720 53,560 5,608 (73,679 ) 3,138 Income (loss) from continuing operations before income taxes (80,931 ) (106,059 ) 63,848 (41,715 ) 55,348 (80,803 ) 83,858 (106,454 ) Income tax benefit (provision) — 66,127 (835 ) — — (47,079 ) — 18,213 Net income (loss) from continuing operations (80,931 ) (39,932 ) 63,013 (41,715 ) 55,348 (127,882 ) 83,858 (88,241 ) Net income (loss) from discontinuing operations, net of tax (1,598 ) — — — 4,565 — 2,967 Net Income (loss) (80,931 ) (41,530 ) 63,013 (41,715 ) 55,348 (123,317 ) 83,858 (85,274 ) Net (income) loss attributable to noncontrolling interests — — — — — 4,821 (478 ) 4,343 Net income (loss) attributable to Noble Corporation (80,931 ) (41,530 ) 63,013 (41,715 ) 55,348 (118,496 ) 83,380 (80,931 ) Other comprehensive income (loss), net 1,318 — — — — 1,318 (1,318 ) 1,318 Comprehensive income (loss) attributable to Noble Corporation $ (79,613 ) $ (41,530 ) $ 63,013 $ (41,715 ) $ 55,348 $ (117,178 ) $ 82,062 $ (79,613 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME and COMPREHENSIVE INCOME (LOSS) Six Months Ended June 30, 2017 (in thousands) (Unaudited) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 87,092 $ — $ — $ 566,212 $ (27,113 ) $ 626,191 Reimbursables and other — — 2,028 — — 12,899 — 14,927 Total operating revenues — — 89,120 — — 579,111 (27,113 ) 641,118 Operating costs and expenses Contract drilling services 135 5,933 24,186 1,653 — 317,873 (27,113 ) 322,667 Reimbursables — — 1,292 — — 8,248 — 9,540 Depreciation and amortization — — 30,520 — — 239,831 — 270,351 General and administrative 71 2,845 — 892 9 18,478 — 22,295 Total operating costs and expenses 206 8,778 55,998 2,545 9 584,430 (27,113 ) 624,853 Operating income (loss) (206 ) (8,778 ) 33,122 (2,545 ) (9 ) (5,319 ) — 16,265 Other income (expense) Income (loss) of unconsolidated affiliates (380,376 ) (412,919 ) 41,483 145,293 56,266 — 550,253 — Income (loss) of unconsolidated affiliates - discontinued operations, net of tax 2,967 4,566 — — — — (7,533 ) — Interest expense (5,183 ) (23,856 ) (6,383 ) (213,688 ) (7,671 ) (80,447 ) 190,572 (146,656 ) Interest income and other, net 7,278 (91 ) 54,211 4,923 116,978 11,914 (190,572 ) 4,641 Income (loss) from continuing operations before income taxes (375,520 ) (441,078 ) 122,433 (66,017 ) 165,564 (73,852 ) 542,720 (125,750 ) Income tax benefit (provision) — 116,586 (326 ) — — (355,420 ) — (239,160 ) Net income (loss) from continuing operations (375,520 ) (324,492 ) 122,107 (66,017 ) 165,564 (429,272 ) 542,720 (364,910 ) Net income (loss) from discontinuing operations, net of tax — (1,598 ) — — — 4,565 — 2,967 Net Income (loss) (375,520 ) (326,090 ) 122,107 (66,017 ) 165,564 (424,707 ) 542,720 (361,943 ) Net income attributable to noncontrolling interests — — — — — (12,761 ) (816 ) (13,577 ) Net income (loss) attributable to Noble Corporation (375,520 ) (326,090 ) 122,107 (66,017 ) 165,564 (437,468 ) 541,904 (375,520 ) Other comprehensive income (loss), net 1,786 — — — — 1,786 (1,786 ) 1,786 Comprehensive income (loss) attributable to Noble Corporation $ (373,734 ) $ (326,090 ) $ 122,107 $ (66,017 ) $ 165,564 $ (435,682 ) $ 540,118 $ (373,734 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 15,220 $ (206,481 ) $ 270,815 $ — $ 79,554 Cash flows from investing activities Capital expenditures — — (75,874 ) — (75,874 ) Proceeds from disposal of assets — — 3,755 — 3,755 Net cash used in investing activities — — (72,119 ) — (72,119 ) Cash flows from financing activities Issuance of senior notes — 750,000 — — 750,000 Repayment of long-term debt — (738,555 ) (213,654 ) — (952,209 ) Debt issuance costs on senior notes and credit facility (822 ) (12,581 ) (1,399 ) — (14,802 ) Dividends paid to noncontrolling interests — — (12,694 ) — (12,694 ) Distributions to parent company, net (29,069 ) — — — (29,069 ) Advances (to) from affiliates 14,925 178,293 (193,218 ) — — Net cash provided by (used in) financing activities (14,966 ) 177,157 (420,965 ) — (258,774 ) Net change in cash and cash equivalents 254 (29,324 ) (222,269 ) — (251,339 ) Cash and cash equivalents, beginning of period 11 29,324 632,676 — 662,011 Cash and cash equivalents, end of period $ 265 $ — $ 410,407 $ — $ 410,672 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2017 (in thousands) (Unaudited) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 18,027 $ 128,277 $ 94,821 $ (173,014 ) $ 109,339 $ 91,919 $ — $ 269,369 Cash flows from investing activities Capital expenditures — — (1,309 ) — — (66,299 ) — (67,608 ) Proceeds from disposal of assets — — 7 — — 307 — 314 Net cash used in investing activities — — (1,302 ) — — (65,992 ) — (67,294 ) Cash flows from financing activities Repayment of long-term debt — — — (300,000 ) — — — (300,000 ) Debt issuance costs on senior notes and credit facilities — — — (42 ) — — — (42 ) Dividends paid to noncontrolling interests — — — — — (5,393 ) — (5,393 ) Contributions from parent company, net 51,705 — — — — — — 51,705 Advances (to) from affiliates (72,255 ) (128,277 ) (104,255 ) 473,423 (109,339 ) (59,297 ) — — Net cash provided by (used in) financing activities (20,550 ) (128,277 ) (104,255 ) 173,381 (109,339 ) (64,690 ) — (253,730 ) Net change in cash and cash equivalents (2,523 ) — (10,736 ) 367 — (38,763 ) — (51,655 ) Cash and cash equivalents, beginning of period 2,537 — 10,855 — — 640,441 — 653,833 Cash and cash equivalents, end of period $ 14 $ — $ 119 $ 367 $ — $ 601,678 $ — $ 602,178 |