Condensed Consolidating Financial Information | Note 19— 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 December 31, 2019 with respect to registered securities as follows (see “ Note 7— 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 December 31, 2019 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble - NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ — $ — $ 104,575 $ — $ 104,575 Accounts receivable, net — — 198,665 — 198,665 Taxes receivable — 243 59,528 — 59,771 Short-term notes receivable from affiliates — — — — — Accounts receivable from affiliates — 61,075 1,403,347 (1,464,422 ) — Prepaid expenses and other current assets — — 57,890 — 57,890 Total current assets — 61,318 1,824,005 (1,464,422 ) 420,901 Property and equipment, at cost — — 10,306,625 — 10,306,625 Accumulated depreciation — — (2,572,701 ) — (2,572,701 ) Property and equipment, net — — 7,733,924 — 7,733,924 Notes receivable from affiliates — — 15,812 (15,812 ) — Investments in affiliates 3,765,687 7,690,324 — (11,456,011 ) — Other assets — — 128,467 — 128,467 Total assets $ 3,765,687 $ 7,751,642 $ 9,702,208 $ (12,936,245 ) $ 8,283,292 LIABILITIES AND EQUITY Current liabilities Current maturities of long-term debt $ — $ 62,505 $ — $ — $ 62,505 Accounts payable — — 107,985 — 107,985 Accrued payroll and related costs — — 56,065 — 56,065 Accounts payable to affiliates 7,707 1,395,641 61,074 (1,464,422 ) — Taxes payable — — 30,715 — 30,715 Interest payable — 85,057 2,990 — 88,047 Other current liabilities — — 71,397 — 71,397 Total current liabilities 7,707 1,543,203 330,226 (1,464,422 ) 416,714 Long-term debt — 3,326,389 453,110 — 3,779,499 Notes payable to affiliates — 15,812 — (15,812 ) — Deferred income taxes — — 68,201 — 68,201 Other liabilities — — 260,898 — 260,898 Total liabilities 7,707 4,885,404 1,112,435 (1,480,234 ) 4,525,312 Commitments and contingencies Total shareholder equity 3,757,980 2,866,238 8,589,773 (11,456,011 ) 3,757,980 Noncontrolling interests — — — — — Total equity 3,757,980 2,866,238 8,589,773 (11,456,011 ) 3,757,980 Total liabilities and equity $ 3,765,687 $ 7,751,642 $ 9,702,208 $ (12,936,245 ) $ 8,283,292 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2018 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHIL Other Consolidating Total ASSETS Current assets Cash and cash equivalents $ — $ 17,818 $ 356,557 $ — $ 374,375 Accounts receivable, net — — 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 ) $ — Current maturities of long-term debt — — — — — 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 Total shareholder 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) Year Ended December 31, 2019 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 1,246,058 $ — $ 1,246,058 Reimbursables and other — — 59,380 — 59,380 Total operating revenues — — 1,305,438 — 1,305,438 Operating costs and expenses Contract drilling services 82 — 696,183 — 696,265 Reimbursables — — 49,061 — 49,061 Depreciation and amortization — — 437,690 — 437,690 General and administrative 3 239 34,360 — 34,602 Loss on impairment — — 615,294 — 615,294 Total operating costs and expenses 85 239 1,832,588 — 1,832,912 Operating loss (85 ) (239 ) (527,150 ) — (527,474 ) Other income (expense) Income (loss) of unconsolidated affiliates - continuing operations (546,044 ) (259,796 ) — 805,840 — Income (loss) of unconsolidated affiliates - discontinued operations, net of tax (3,821 ) (3,821 ) — 7,642 — Interest expense, net of amounts capitalized (11,372 ) (255,460 ) (19,040 ) 6,437 (279,435 ) Gain (loss) on extinguishment of debt, net — 31,266 (650 ) — 30,616 Interest income and other, net 194 (10 ) 12,923 (6,437 ) 6,670 Income (loss) before income taxes (561,128 ) (488,060 ) (533,917 ) 813,482 (769,623 ) Income tax benefit — — 38,540 — 38,540 Net income (loss) from continuing operations (561,128 ) (488,060 ) (495,377 ) 813,482 (731,083 ) Net loss from discontinuing operations, net of tax — — (3,821 ) — (3,821 ) Net income (loss) (561,128 ) (488,060 ) (499,198 ) 813,482 (734,904 ) Net income attributable to noncontrolling interests — — 173,776 — 173,776 Net income (loss) attributable to Noble Corporation (561,128 ) (488,060 ) (325,422 ) 813,482 (561,128 ) Other comprehensive income (loss), net (1,317 ) — (1,317 ) 1,317 (1,317 ) Comprehensive income (loss) attributable to Noble Corporation $ (562,445 ) $ (488,060 ) $ (326,739 ) $ 814,799 $ (562,445 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2018 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHIL Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 1,036,082 $ — $ 1,036,082 Reimbursables and other — — 46,744 — 46,744 Total operating revenues — — 1,082,826 — 1,082,826 Operating costs and expenses Contract drilling services 2 (22 ) 628,148 — 628,128 Reimbursables — — 37,084 — 37,084 Depreciation and amortization — — 482,660 — 482,660 General and administrative 57 214 37,932 — 38,203 Loss on impairment — — 802,133 — 802,133 Total operating costs and expenses 59 192 1,987,957 — 1,988,208 Operating loss (59 ) (192 ) (905,131 ) — (905,382 ) Other income (expense) Income (loss) of unconsolidated affiliates - continuing operations (2,738,475 ) (258,687 ) — 2,997,162 — Interest expense, net of amounts capitalized (1,324 ) (449,824 ) (1,911,822 ) 2,065,359 (297,611 ) Gain (loss) on extinguishment of debt, net (2,336 ) 12,651 (12,108 ) — (1,793 ) Interest income (expense) and other, net 1,897,709 (74 ) 176,006 (2,065,359 ) 8,282 Income (loss) before income taxes (844,485 ) (696,126 ) (2,653,055 ) 2,997,162 (1,196,504 ) Income tax benefit — — 106,534 — 106,534 Net income (loss) (844,485 ) (696,126 ) (2,546,521 ) 2,997,162 (1,089,970 ) Net income attributable to noncontrolling interests — — 245,485 — 245,485 Net income (loss) attributable to Noble Corporation (844,485 ) (696,126 ) (2,301,036 ) 2,997,162 (844,485 ) Other comprehensive income (loss), net (8,644 ) — (8,644 ) 8,644 (8,644 ) Comprehensive income (loss) attributable to Noble Corporation $ (853,129 ) $ (696,126 ) $ (2,309,680 ) $ 3,005,806 $ (853,129 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME and COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2017 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total Operating revenues Contract drilling services $ — $ — $ 168,592 $ — $ — $ 1,086,320 $ (47,886 ) $ 1,207,026 Reimbursables and other — — 3,443 — — 26,446 — 29,889 Total operating revenues — — 172,035 — — 1,112,766 (47,886 ) 1,236,915 Operating costs and expenses Contract drilling services 304 12,090 43,161 3,115 — 629,699 (47,886 ) 640,483 Reimbursables — — 1,992 — — 16,443 — 18,435 Depreciation and amortization — — 58,236 — — 484,883 — 543,119 General and administrative 129 5,761 — 1,588 9 33,600 — 41,087 Loss on impairment — — 45,012 — — 76,627 — 121,639 Total operating costs and expenses 433 17,851 148,401 4,703 9 1,241,252 (47,886 ) 1,364,763 Operating income (loss) (433 ) (17,851 ) 23,634 (4,703 ) (9 ) (128,486 ) — (127,848 ) Other income (expense) Income (loss) of unconsolidated affiliates - discontinued operations, net of tax (476,382 ) (528,702 ) 82,596 188,809 17,874 — 715,805 — Income (loss) of unconsolidated affiliates - continuing operations 2,967 4,566 — — — — (7,533 ) — Interest expense, net of amounts capitalized (10,951 ) (32,838 ) (13,493 ) (430,580 ) (15,288 ) (130,442 ) 341,603 (291,989 ) Interest income (expense ) and other, net 10,483 (141 ) 87,287 4,771 224,772 22,164 (341,603 ) 7,733 Income (loss) before income taxes (474,316 ) (574,966 ) 180,024 (241,703 ) 227,349 (236,764 ) 708,272 (412,104 ) Income tax benefit (provision) — 241,960 (440 ) — — (284,115 ) — (42,595 ) Net income (loss) from continuing operations (474,316 ) (333,006 ) 179,584 (241,703 ) 227,349 (520,879 ) 708,272 (454,699 ) Net income (loss) from discontinued operations, net of tax — (1,598 ) — — — 4,565 — 2,967 Net income (loss) (474,316 ) (334,604 ) 179,584 (241,703 ) 227,349 (516,314 ) 708,272 (451,732 ) Net income attributable to noncontrolling interests — — — — — (20,589 ) (1,995 ) (22,584 ) Net income (loss) attributable to Noble Corporation (474,316 ) (334,604 ) 179,584 (241,703 ) 227,349 (536,903 ) 706,277 (474,316 ) Other comprehensive income (loss), net 9,252 — — — — 9,252 (9,252 ) 9,252 Comprehensive income (loss) attributable to Noble Corporation $ (465,064 ) $ (334,604 ) $ 179,584 $ (241,703 ) $ 227,349 $ (527,651 ) $ 697,025 $ (465,064 ) NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2019 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ (15,941 ) $ (266,939 ) $ 509,786 $ — $ 226,906 Cash flows from investing activities Capital expenditures — — (268,783 ) — (268,783 ) Proceeds from disposal of assets — — 12,753 — 12,753 Notes receivable to (from) affiliates 5,145 — (15,812 ) 10,667 — Net cash provided by (used in) investing activities 5,145 — (271,842 ) 10,667 (256,030 ) Cash flows from financing activities Borrowings on credit facilities 300,000 — 455,000 — 755,000 Debt issuance costs — — (1,092 ) — (1,092 ) Repayments of credit facilities (300,000 ) — (120,000 ) — (420,000 ) Repayments of senior notes — (400,000 ) — — (400,000 ) Purchase of noncontrolling interests — — (106,744 ) — (106,744 ) Dividends paid to noncontrolling interests — — (25,109 ) — (25,109 ) Distributions to parent company, net (42,103 ) — — — (42,103 ) Advances (to) from affiliates 52,899 633,309 (686,208 ) — — Notes payable to affiliates — 15,812 (5,145 ) (10,667 ) — Net cash provided by (used in) financing activities 10,796 249,121 (489,298 ) (10,667 ) (240,048 ) Net change in cash, cash equivalents and restricted cash — (17,818 ) (251,354 ) — (269,172 ) Cash, cash equivalents and restricted cash, beginning of period — 17,818 357,232 — 375,050 Cash, cash equivalents and restricted cash, end of period $ — $ — $ 105,878 $ — $ 105,878 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHIL Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 1,920,724 $ (426,298 ) $ (1,281,667 ) $ — $ 212,759 Cash flows from investing activities Capital expenditures — — (194,779 ) — (194,779 ) Proceeds from disposal of assets — — 5,402 — 5,402 Net cash used in investing activities — — (189,377 ) — (189,377 ) Cash flows from financing activities Repayments of senior notes — (759,053 ) (213,655 ) — (972,708 ) Issuance of senior notes — 750,000 — — 750,000 Debt issuance costs (845 ) (13,027 ) (1,767 ) — (15,639 ) Dividends paid to noncontrolling interests — — (27,579 ) — (27,579 ) Distributions to parent company, net (44,417 ) — — — (44,417 ) Advances (to) from affiliates (1,875,473 ) 436,872 1,438,601 — — Net cash provided by (used in) financing activities (1,920,735 ) 414,792 1,195,600 — (310,343 ) Net change in cash, cash equivalents and restricted cash (11 ) (11,506 ) (275,444 ) — (286,961 ) 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 $ — $ 17,818 $ 357,232 $ — $ 375,050 NOBLE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 (Unless otherwise indicated, dollar amounts in tables are in thousands) Noble- NHUS NDH NHIL NDS6 Other Consolidating Total Cash flows from operating activities Net cash provided by (used in) operating activities $ 32,195 $ 100,883 $ 209,898 $ (403,391 ) $ 217,080 $ 298,409 $ — $ 455,074 Cash flows from investing activities Capital expenditures — — (3,622 ) — — (117,085 ) — (120,707 ) Proceeds from disposal of assets — — 46 — — 2,336 — 2,382 Net cash provided by (used in) investing activities — — (3,576 ) — — (114,749 ) — (118,325 ) Cash flows from financing activities Repayment of long-term debt — — — (300,000 ) — — — (300,000 ) Issuance of senior notes — — — — — — — — Tender offer premium — — — — — — — — Debt issuance costs on senior notes and credit facilities — — — (42 ) — — — (42 ) Dividends paid to noncontrolling interests — — — — — (56,881 ) — (56,881 ) Distributions to parent company, net 28,352 — — — — — — 28,352 Advances (to) from affiliates (63,073 ) (100,883 ) (194,017 ) 732,757 (217,080 ) (157,704 ) — — Net cash provided by (used in) financing activities (34,721 ) (100,883 ) (194,017 ) 432,715 (217,080 ) (214,585 ) — (328,571 ) Net change in cash, cash equivalents and restricted cash (2,526 ) — 12,305 29,324 — (30,925 ) — 8,178 Cash, cash equivalents and restricted cash, beginning of period 2,537 — 10,855 — — 640,441 — 653,833 Cash, cash equivalents and restricted cash, end of period $ 11 $ — $ 23,160 $ 29,324 $ — $ 609,516 $ — $ 662,011 |