Condensed Consolidating Financial Information | Note 15— 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 March 31, 2019 with respect to registered securities as follows (see “ Note 6— Debt ” for additional information): Issuer Notes (1) (Co-Issuer(s)) Guarantor 4.90% Senior Notes due 2020 NHIL Noble-Cayman 4.625% Senior Notes due 2021 NHIL Noble-Cayman 3.95% Senior Notes due 2022 NHIL Noble-Cayman 7.75% Senior Notes due 2024 NHIL Noble-Cayman 7.95% Senior Notes due 2025 NHIL Noble-Cayman 6.20% Senior Notes due 2040 NHIL Noble-Cayman 6.05% Senior Notes due 2041 NHIL Noble-Cayman 5.25% Senior Notes due 2042 NHIL Noble-Cayman 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. The following condensed consolidating financial statements of Noble-Cayman, NHIL 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 March 31, 2019 (in thousands) (Unaudited) Noble - NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ 1 $ — $ 187,014 $ — $ 187,015 Accounts receivable — — 211,729 — 211,729 Taxes receivable — — 16,303 — 16,303 Accounts receivable from affiliates 743,538 61,045 5,113,199 (5,917,782 ) — Prepaid expenses and other current assets 468 — 45,133 — 45,601 Total current assets 744,007 61,045 5,573,378 (5,917,782 ) 460,648 Property and equipment, at cost — — 11,017,281 — 11,017,281 Accumulated depreciation — — (2,510,699 ) — (2,510,699 ) Property and equipment, net — — 8,506,582 — 8,506,582 Notes receivable from affiliates 5,145 — 43,000 (48,145 ) — Investments in affiliates 7,656,540 8,787,194 — (16,443,734 ) — Other assets — — 148,622 — 148,622 Total assets $ 8,405,692 $ 8,848,239 $ 14,271,582 $ (22,409,661 ) $ 9,115,852 LIABILITIES AND EQUITY Current liabilities Current maturities of long-term debt 300,000 — — — 300,000 Accounts payable 39 63 110,813 — 110,915 Accrued payroll and related costs — — 34,867 — 34,867 Accounts payable to affiliates 3,901,507 1,211,694 804,581 (5,917,782 ) — Taxes payable — — 26,482 — 26,482 Interest payable 1,044 60,170 2,987 — 64,201 Other current liabilities — — 59,038 — 59,038 Total current liabilities 4,202,590 1,271,927 1,038,768 (5,917,782 ) 595,503 Long-term debt — 3,386,083 164,708 — 3,550,791 Notes payable to affiliates — 43,000 5,145 (48,145 ) — Deferred income taxes — — 81,009 — 81,009 Other liabilities 19,929 — 285,145 — 305,074 Total liabilities 4,222,519 4,701,010 1,574,775 (5,965,927 ) 4,532,377 Commitments and contingencies Shareholders’ equity 4,183,173 4,147,229 12,296,505 (16,443,734 ) 4,183,173 Noncontrolling interests — — 400,302 — 400,302 Total equity 4,183,173 4,147,229 12,696,807 (16,443,734 ) 4,583,475 Total liabilities and equity $ 8,405,692 $ 8,848,239 $ 14,271,582 $ (22,409,661 ) $ 9,115,852 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ — $ 17,818 $ 356,557 $ — $ 374,375 Accounts receivable — — 200,722 — 200,722 Taxes receivable — — 20,498 — 20,498 Short-term notes receivable from affiliates — — 3,175,662 (3,175,662 ) — Accounts receivable from affiliates 275,726 61,046 4,823,902 (5,160,674 ) — Prepaid expenses and other current assets — — 61,917 — 61,917 Total current assets 275,726 78,864 8,639,258 (8,336,336 ) 657,512 Property and equipment, at cost — — 10,956,412 — 10,956,412 Accumulated depreciation — — (2,475,694 ) — (2,475,694 ) Property and equipment, net — — 8,480,718 — 8,480,718 Notes receivable from affiliates 5,145 — — (5,145 ) — Investments in affiliates 7,716,068 12,300,840 — (20,016,908 ) — Other assets 609 — 124,540 — 125,149 Total assets $ 7,997,548 $ 12,379,704 $ 17,244,516 $ (28,358,389 ) $ 9,263,379 LIABILITIES AND EQUITY Current liabilities Short-term notes payables to affiliates $ — $ 3,175,662 $ — $ (3,175,662 ) $ — Accounts payable 45 — 125,192 — 125,237 Accrued payroll and related costs — — 50,284 — 50,284 Accounts payable to affiliates 3,725,506 1,098,395 336,773 (5,160,674 ) — Taxes payable — — 29,386 — 29,386 Interest payable 3 99,997 100 — 100,100 Other current liabilities — — 60,012 — 60,012 Total current liabilities 3,725,554 4,374,054 601,747 (8,336,336 ) 365,019 Long-term debt — 3,817,153 60,249 — 3,877,402 Notes payable to affiliates — — 5,145 (5,145 ) — Deferred income taxes — — 91,695 — 91,695 Other liabilities 19,929 — 255,866 — 275,795 Total liabilities 3,745,483 8,191,207 1,014,702 (8,341,481 ) 4,609,911 Commitments and contingencies Shareholders’ equity 4,252,065 4,188,497 15,828,411 (20,016,908 ) 4,252,065 Noncontrolling interests — — 401,403 — 401,403 Total equity 4,252,065 4,188,497 16,229,814 (20,016,908 ) 4,653,468 Total liabilities and equity $ 7,997,548 $ 12,379,704 $ 17,244,516 $ (28,358,389 ) $ 9,263,379 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2019 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 270,501 $ — $ 270,501 Reimbursables and other — — 12,387 — 12,387 Total operating revenues — — 282,888 — 282,888 Operating costs and expenses Contract drilling services 35 — 170,827 — 170,862 Reimbursables — — 9,395 — 9,395 Depreciation and amortization — — 108,772 — 108,772 General and administrative — 3 7,592 — 7,595 Total operating costs and expenses 35 3 296,586 — 296,624 Operating loss (35 ) (3 ) (13,698 ) — (13,736 ) Other income (expense) Income (loss) of unconsolidated affiliates (55,708 ) 2,184 — 53,524 — Income (loss) of unconsolidated affiliates - discontinued operations, net of tax (3,821 ) (3,821 ) — 7,642 — Interest expense, net of amounts capitalized (1,318 ) (71,577 ) (2,228 ) 4,879 (70,244 ) Gain on extinguishment of debt, net — 31,266 — — 31,266 Interest income and other, net 69 (7 ) 7,323 (4,879 ) 2,506 Income (loss) before income taxes (60,813 ) (41,958 ) (8,603 ) 61,166 (50,208 ) Income tax benefit — — (2,865 ) — (2,865 ) Net income (loss) from continuing operations (60,813 ) (41,958 ) (11,468 ) 61,166 (53,073 ) Net income (loss) from discontinued operations — — (3,821 ) — (3,821 ) Net income (loss) (60,813 ) (41,958 ) (15,289 ) 61,166 (56,894 ) Net (income) loss attributable to noncontrolling interests — — (3,919 ) — (3,919 ) Net income (loss) attributable to Noble Corporation (60,813 ) (41,958 ) (19,208 ) 61,166 (60,813 ) Other comprehensive income (loss), net 1,058 — 1,058 (1,058 ) 1,058 Comprehensive income (loss) attributable to Noble Corporation $ (59,755 ) $ (41,958 ) $ (18,150 ) $ 60,108 $ (59,755 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Three Months Ended March 31, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 229,106 $ — $ 229,106 Reimbursables and other — — 6,050 — 6,050 Total operating revenues — — 235,156 — 235,156 Operating costs and expenses Contract drilling services 81 604 135,721 — 136,406 Reimbursables — — 4,350 — 4,350 Depreciation and amortization — — 127,639 — 127,639 General and administrative 33 618 12,806 — 13,457 Total operating costs and expenses 114 1,222 280,516 — 281,852 Operating loss (114 ) (1,222 ) (45,360 ) — (46,696 ) Other income (expense) Income (loss) of unconsolidated affiliates (130,816 ) 12,518 — 118,298 — Interest expense, net of amounts capitalized (445 ) (119,821 ) — 44,251 (76,015 ) Gain (loss) on extinguishment of debt, net (2,336 ) 5,419 (11,851 ) — (8,768 ) Interest income and other, net 1,568 (129 ) 44,158 (44,251 ) 1,346 Income (loss) before income taxes (132,143 ) (103,235 ) (13,053 ) 118,298 (130,133 ) Income tax benefit — — (2,996 ) — (2,996 ) Net income (loss) (132,143 ) (103,235 ) (16,049 ) 118,298 (133,129 ) Net (income) loss attributable to noncontrolling interests — — 986 — 986 Net income (loss) attributable to Noble Corporation (132,143 ) (103,235 ) (15,063 ) 118,298 (132,143 ) Other comprehensive income (loss), net 991 — 991 (991 ) 991 Comprehensive income (loss) attributable to Noble Corporation $ (131,152 ) $ (103,235 ) $ (14,072 ) $ 117,307 $ (131,152 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2019 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 2,973 $ (110,170 ) $ 76,515 $ — $ (30,682 ) Cash flows from investing activities Capital expenditures — — (96,793 ) — (96,793 ) Proceeds from disposal of assets — — 7,930 — 7,930 Notes receivable from affiliates (43,000 ) 43,000 — Net cash provided by (used in) investing activities — — (131,863 ) 43,000 (88,863 ) Cash flows from financing activities Borrowings on credit facilities 300,000 — 50,000 — 350,000 Repayment of long-term debt — (400,000 ) — — (400,000 ) Debt issuance costs — — (90 ) — (90 ) Dividends paid to noncontrolling interests — — (5,020 ) — (5,020 ) Distributions to parent company, net (12,077 ) — — — (12,077 ) Advances (to) from affiliates (290,895 ) 449,352 (158,457 ) — — Notes payable to affiliates — 43,000 — (43,000 ) — Net cash provided by (used in) financing activities (2,972 ) 92,352 (113,567 ) (43,000 ) (67,187 ) Net change in cash, cash equivalents and restricted cash 1 (17,818 ) (168,915 ) — (186,732 ) Cash, cash equivalents and restricted cash, beginning of period — 17,818 357,232 — 375,050 Cash, cash equivalents and restricted cash, end of period $ 1 $ — $ 188,317 $ — $ 188,318 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 7,313 $ (135,393 ) $ 192,977 $ — $ 64,897 Cash flows from investing activities Capital expenditures — — (33,816 ) — (33,816 ) Proceeds from disposal of assets — — 117 — 117 Net cash used in investing activities — — (33,699 ) — (33,699 ) Cash flows from financing activities Repayment of long-term debt — (738,555 ) (213,654 ) — (952,209 ) Issuance of senior notes — 750,000 — — 750,000 Debt issuance costs (217 ) (12,581 ) (1,386 ) — (14,184 ) Dividends paid to noncontrolling interests — — (2,667 ) — (2,667 ) Distribution to parent company, net (13,318 ) — — — (13,318 ) Advances (to) from affiliates 6,221 147,567 (153,788 ) — — Net cash provided by (used in) financing activities (7,314 ) 146,431 (371,495 ) — (232,378 ) Net change in cash, cash equivalents and restricted cash (1 ) 11,038 (212,217 ) — (201,180 ) Cash, cash equivalents and restricted cash, beginning of period 11 29,324 632,676 — 662,011 Cash, cash equivalents and restricted cash, end of period $ 10 $ 40,362 $ 420,459 $ — $ 460,831 |