Condensed Consolidating Financial Information | Note 16— Condensed Consolidating Financial Information Guarantees of Registered Securities Noble-Cayman, or one or more 100 percent owned subsidiaries of Noble-Cayman, is an issuer, or full and unconditional guarantor or otherwise obligated as of September 30, 2019 with respect to registered securities as follows (see “ Note 6— Debt ” for additional information): Notes (1) Issuer 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 September 30, 2019 (in thousands) (Unaudited) Noble - NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ — $ — $ 135,942 $ — $ 135,942 Accounts receivable — — 206,235 — 206,235 Taxes receivable — — 40,605 — 40,605 Accounts receivable from affiliates 704,714 61,075 5,404,814 (6,170,603 ) — Prepaid expenses and other current assets 185 — 62,261 — 62,446 Total current assets 704,899 61,075 5,849,857 (6,170,603 ) 445,228 Property and equipment, at cost — — 10,346,771 — 10,346,771 Accumulated depreciation — — (2,537,648 ) — (2,537,648 ) Property and equipment, net — — 7,809,123 — 7,809,123 Notes receivable from affiliates — — 26,522 (26,522 ) — Investments in affiliates 7,366,428 8,424,082 — (15,790,510 ) — Other assets — — 141,113 — 141,113 Total assets $ 8,071,327 $ 8,485,157 $ 13,826,615 $ (21,987,635 ) $ 8,395,464 LIABILITIES AND EQUITY Current liabilities Current maturities of long-term debt $ 300,000 $ 62,493 $ — $ — $ 362,493 Accounts payable 16 — 108,143 — 108,159 Accrued payroll and related costs — — 50,298 — 50,298 Accounts payable to affiliates 4,056,390 1,348,424 765,789 (6,170,603 ) — Taxes payable — 450 24,371 — 24,821 Interest payable 647 60,170 2,859 — 63,676 Other current liabilities — — 60,665 — 60,665 Total current liabilities 4,357,053 1,471,537 1,012,125 (6,170,603 ) 670,112 Long-term debt — 3,325,446 252,417 — 3,577,863 Notes payable to affiliates — 26,522 — (26,522 ) — Deferred income taxes — — 57,739 — 57,739 Other liabilities 19,929 — 254,028 — 273,957 Total liabilities 4,376,982 4,823,505 1,576,309 (6,197,125 ) 4,579,671 Commitments and contingencies Shareholders’ equity 3,694,345 3,661,652 12,128,858 (15,790,510 ) 3,694,345 Noncontrolling interests — — 121,448 — 121,448 Total equity 3,694,345 3,661,652 12,250,306 (15,790,510 ) 3,815,793 Total liabilities and equity $ 8,071,327 $ 8,485,157 $ 13,826,615 $ (21,987,635 ) $ 8,395,464 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 September 30, 2019 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 259,428 $ — $ 259,428 Reimbursables and other — — 16,098 — 16,098 Total operating revenues — — 275,526 — 275,526 Operating costs and expenses Contract drilling services 27 — 175,536 — 175,563 Reimbursables — — 13,779 — 13,779 Depreciation and amortization — — 112,175 — 112,175 General and administrative — 59 8,773 — 8,832 Loss on impairment — — 595,510 — 595,510 Total operating costs and expenses 27 59 905,773 — 905,859 Operating loss (27 ) (59 ) (630,247 ) — (630,333 ) Other income (expense) Loss of unconsolidated affiliates (431,975 ) (362,901 ) — 794,876 — Interest expense, net of amounts capitalized (3,249 ) (61,051 ) (5,204 ) 513 (68,991 ) Loss on extinguishment of debt, net — — (650 ) — (650 ) Interest income and other, net 54 — 310 (513 ) (149 ) Income (loss) before income taxes (435,197 ) (424,011 ) (635,791 ) 794,876 (700,123 ) Income tax benefit — — 2,845 — 2,845 Net income (loss) from continuing operations (435,197 ) (424,011 ) (632,946 ) 794,876 (697,278 ) Net income (loss) (435,197 ) (424,011 ) (632,946 ) 794,876 (697,278 ) Net loss attributable to noncontrolling interests — — 262,081 — 262,081 Net income (loss) attributable to Noble Corporation (435,197 ) (424,011 ) (370,865 ) 794,876 (435,197 ) Other comprehensive income (loss), net (505 ) — (505 ) 505 (505 ) Comprehensive income (loss) attributable to Noble Corporation $ (435,702 ) $ (424,011 ) $ (371,370 ) $ 795,381 $ (435,702 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2019 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services — — 804,746 — 804,746 Reimbursables and other — — 46,604 — 46,604 Total operating revenues — — 851,350 — 851,350 Operating costs and expenses Contract drilling services 78 — 514,793 — 514,871 Reimbursables — — 38,555 — 38,555 Depreciation and amortization — — 331,485 — 331,485 General and administrative — 232 24,867 — 25,099 Loss on impairment — — 595,510 — 595,510 Total operating costs and expenses 78 232 1,505,210 — 1,505,520 Operating loss (78 ) (232 ) (653,860 ) — (654,170 ) Other income (expense) Loss of unconsolidated affiliates (527,788 ) (360,926 ) — 888,714 — Loss of unconsolidated affiliates - discontinued operations, net of tax (3,821 ) (3,821 ) — 7,642 — Interest expense, net of amounts capitalized (7,868 ) (193,812 ) (12,548 ) 6,017 (208,211 ) Gain (loss) on extinguishment of debt, net — 31,266 (650 ) — 30,616 Interest income and other, net 194 (10 ) 10,050 (6,017 ) 4,217 Income (loss) before income taxes (539,361 ) (527,535 ) (657,008 ) 896,356 (827,548 ) Income tax benefit — — 37,162 — 37,162 Net income (loss) from continuing operations (539,361 ) (527,535 ) (619,846 ) 896,356 (790,386 ) Net income (loss) from discontinued operations — — (3,821 ) — (3,821 ) Net income (loss) (539,361 ) (527,535 ) (623,667 ) 896,356 (794,207 ) Net loss attributable to noncontrolling interests — — 254,846 — 254,846 Net income (loss) attributable to Noble Corporation (539,361 ) (527,535 ) (368,821 ) 896,356 (539,361 ) Other comprehensive income (loss), net 696 — 696 (696 ) 696 Comprehensive income (loss) attributable to Noble Corporation $ (538,665 ) $ (527,535 ) $ (368,125 ) $ 895,660 $ (538,665 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Three Months Ended September 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 267,238 $ — $ 267,238 Reimbursables and other — — 12,170 — 12,170 Total operating revenues — — 279,408 — 279,408 Operating costs and expenses Contract drilling services (84 ) (1,419 ) 164,304 — 162,801 Reimbursables — — 9,676 — 9,676 Depreciation and amortization — — 113,127 — 113,127 General and administrative (69 ) (823 ) 9,564 — 8,672 Total operating costs and expenses (153 ) (2,242 ) 296,671 — 294,276 Operating loss 153 2,242 (17,263 ) — (14,868 ) Other income (expense) Income (loss) of unconsolidated affiliates (75,959 ) 50,115 — 25,844 — Interest expense, net of amounts capitalized (413 ) (112,447 ) (4,887 ) 44,022 (73,725 ) Gain (loss) on extinguishment of debt, net — 109 — — 109 Interest income and other, net 1,602 — 45,030 (44,022 ) 2,610 Income (loss) before income taxes (74,617 ) (59,981 ) 22,880 25,844 (85,874 ) Income tax benefit — — 14,490 — 14,490 Net income (loss) (74,617 ) (59,981 ) 37,370 25,844 (71,384 ) Net loss attributable to noncontrolling interests — — (3,233 ) — (3,233 ) Net income (loss) attributable to Noble Corporation (74,617 ) (59,981 ) 34,137 25,844 (74,617 ) Other comprehensive income (loss), net (159 ) — (159 ) 159 (159 ) Comprehensive income (loss) attributable to Noble Corporation $ (74,776 ) $ (59,981 ) $ 33,978 $ 26,003 $ (74,776 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Nine Months Ended September 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 744,033 $ — $ 744,033 Reimbursables and other — — 28,901 — 28,901 Total operating revenues — — 772,934 — 772,934 Operating costs and expenses Contract drilling services 71 (22 ) 449,907 — 449,956 Reimbursables — — 22,323 — 22,323 Depreciation and amortization — — 368,939 — 368,939 General and administrative (4 ) 360 29,894 — 30,250 Loss on impairment — — 792,843 — 792,843 Total operating costs and expenses 67 338 1,663,906 — 1,664,311 Operating loss (67 ) (338 ) (890,972 ) — (891,377 ) Other income (expense) Income (loss) of unconsolidated affiliates (820,630 ) (300,798 ) — 1,121,428 — Interest expense, net of amounts capitalized (873 ) (338,039 ) (16,776 ) 131,818 (223,870 ) Gain (loss) on extinguishment of debt, net (2,336 ) 5,528 (11,851 ) — (8,659 ) Interest income and other, net 4,756 (131 ) 134,000 (131,818 ) 6,807 Income (loss) before income taxes (819,150 ) (633,778 ) (785,599 ) 1,121,428 (1,117,099 ) Income tax benefit — — 50,227 — 50,227 Net income (loss) (819,150 ) (633,778 ) (735,372 ) 1,121,428 (1,066,872 ) Net loss attributable to noncontrolling interests — — 247,722 — 247,722 Net income (loss) attributable to Noble Corporation (819,150 ) (633,778 ) (487,650 ) 1,121,428 (819,150 ) Other comprehensive income (loss), net (1,614 ) — (1,614 ) 1,614 (1,614 ) Comprehensive income (loss) attributable to Noble Corporation $ (820,764 ) $ (633,778 ) $ (489,264 ) $ 1,123,042 $ (820,764 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2019 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 3,673 $ (230,434 ) $ 222,755 $ — (4,006 ) Cash flows from investing activities Capital expenditures — — (222,587 ) — (222,587 ) Proceeds from disposal of assets — — 9,430 — 9,430 Notes receivable to (from) affiliates 5,145 — (26,522 ) 21,377 — Net cash provided by (used in) investing activities 5,145 — (239,679 ) 21,377 (213,157 ) Cash flows from financing activities Borrowings on credit facilities 300,000 — 155,000 — 455,000 Repayment of long-term debt — (400,000 ) — — (400,000 ) Repayments of credit facilities — — (20,000 ) — (20,000 ) Debt issuance costs — — (1,092 ) — (1,092 ) Dividends paid to noncontrolling interests — — (25,109 ) — (25,109 ) Distributions to parent company, net (29,441 ) — — — (29,441 ) Advances (to) from affiliates (279,377 ) 586,094 (306,717 ) — — Notes payable to affiliates — 26,522 (5,145 ) (21,377 ) — Net cash provided by (used in) financing activities (8,818 ) 212,616 (203,063 ) (21,377 ) (20,642 ) Net change in cash, cash equivalents and restricted cash — (17,818 ) (219,987 ) — (237,805 ) Cash, cash equivalents and restricted cash, beginning of period — 17,818 357,232 — 375,050 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 137,245 $ — $ 137,245 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2018 (in thousands) (Unaudited) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 22,771 $ (348,990 ) $ 403,331 $ — $ 77,112 Cash flows from investing activities Capital expenditures — — (149,329 ) — (149,329 ) Proceeds from disposal of assets — — 4,135 — 4,135 Net cash used in investing activities — — (145,194 ) — (145,194 ) Cash flows from financing activities Repayment of long-term debt — (738,823 ) (213,654 ) — (952,477 ) Issuance of senior notes — 750,000 — — 750,000 Debt issuance costs (822 ) (12,581 ) (1,924 ) — (15,327 ) Dividends paid to noncontrolling interests — — (12,694 ) — (12,694 ) Distribution to parent company, net (37,241 ) — — — (37,241 ) Advances (to) from affiliates 15,281 321,070 (336,351 ) — — Net cash provided by (used in) financing activities (22,782 ) 319,666 (564,623 ) — (267,739 ) Net change in cash, cash equivalents and restricted cash (11 ) (29,324 ) (306,486 ) — (335,821 ) 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 $ — $ — $ 326,190 $ — $ 326,190 |