Noble Corp - Quarter Report: 2015 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36211

Noble Corporation plc

(Exact name of registrant as specified in its charter)

England and Wales (Registered Number 08354954)		98-0619597
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

Devonshire House, 1 Mayfair Place, London, England, W1J8AJ

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: +44 20 3300 2300

Commission file number: 001-31306

Noble Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		98-0366361
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

Suite 3D Landmark Square, 64 Earth Close, P.O. Box 31327 George Town, Grand Cayman, Cayman Islands, KY1-1206

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (345) 938-0293

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No o

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Noble Corporation plc:	Large accelerated filer R	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £

Noble Corporation:	Large accelerated filer £	Accelerated filer £	Non-accelerated filer R	Smaller reporting company £

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No R

Number of shares outstanding and trading at October 23, 2015: Noble Corporation plc —241,971,945

Number of shares outstanding: Noble Corporation — 261,245,693

Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales, meets the conditions set forth in General Instructions H(1) (a) and (b) to Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with the reduced disclosure format contemplated by paragraphs (b) and (c) of General Instruction H(2) of Form 10-Q.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Noble Corporation plc (Noble-UK) Financial Statements:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	5
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	6
	Consolidated Statements of Equity for the nine months ended September 30, 2015 and 2014	7

	Noble Corporation (Noble-Cayman) Financial Statements:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	8
	Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014	9
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014	10
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	11
	Consolidated Statements of Equity for the nine months ended September 30, 2015 and 2014	12

	Notes to Combined Consolidated Financial Statements	13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4	Controls and Procedures	50
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	51
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6	Exhibits	51
	SIGNATURES	52
	Index to Exhibits	53

This combined Quarterly Report on Form 10-Q is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by Noble-UK and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to Noble-UK (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of Noble-UK. Since Noble-Cayman meets the conditions specified in General Instructions H(1)(a) and (b) to Form 10-Q, it is permitted to use the reduced disclosure format for wholly-owned subsidiaries of reporting companies as stated in General Instructions H(2). Accordingly, Noble-Cayman has omitted from this report the information called for by Item 3 (Quantitative and Qualitative Disclosures about Market Risk) of Part I of Form 10-Q and the following items of Part II of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) and Item 3 (Defaults upon Senior Securities).

This report should be read in its entirety as it pertains to each Registrant. Except where indicated, the Consolidated Financial Statements and related Notes are combined. References in this Quarterly Report on Form 10-Q to “Noble,” the “Company,” “we,” “us,” “our” and words of similar meaning refer collectively to Noble-UK and its consolidated subsidiaries, including Noble-Cayman.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30,			December 31,
	2015			2014
ASSETS
Current assets
Cash and cash equivalents	$	164,430		$	68,510
Accounts receivable		530,401			569,096
Taxes receivable		66,852			107,490
Prepaid expenses and other current assets		174,194			183,466
Total current assets		935,877			928,562
Property and equipment, at cost		14,717,312			14,442,922
Accumulated depreciation		(2,798,645	)		(2,330,413	)
Property and equipment, net		11,918,667			12,112,509
Other assets		203,474			245,751
Total assets	$	13,058,018		$	13,286,822
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,993		$	—
Accounts payable		207,892			265,389
Accrued payroll and related costs		90,052			102,520
Taxes payable		154,295			94,230
Interest payable		44,922			61,964
Other current liabilities		107,042			144,571
Total current liabilities		904,196			668,674
Long-term debt		4,188,727			4,869,020
Deferred income taxes		46,366			120,589
Other liabilities		325,956			341,505
Total liabilities		5,465,245			5,999,788
Commitments and contingencies
Shareholders' equity
Shares; 241,970 and 247,501 shares outstanding		2,420			2,475
Additional paid-in capital		618,808			695,638
Retained earnings		6,320,833			5,936,035
Accumulated other comprehensive loss		(72,032	)		(69,418	)
Total shareholders' equity		6,870,029			6,564,730
Noncontrolling interests		722,744			722,304
Total equity		7,592,773			7,287,034
Total liabilities and equity	$	13,058,018		$	13,286,822

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenues
Contract drilling services	$	873,813		$	810,200		$	2,424,481		$	2,360,205
Reimbursables		22,858			18,595			70,087			67,558
Other		—			1			—			1
		896,671			828,796			2,494,568			2,427,764
Operating costs and expenses
Contract drilling services		293,067			385,674			934,024			1,109,456
Reimbursables		17,783			13,641			55,592			52,877
Depreciation and amortization		160,652			161,246			473,913			460,306
General and administrative		15,196			24,602			61,558			77,319
		486,698			585,163			1,525,087			1,699,958
Operating income		409,973			243,633			969,481			727,806
Other income (expense)
Interest expense, net of amount capitalized		(54,687	)		(37,751	)		(161,196	)		(114,494	)
Interest income and other, net		30,934			2,760			37,085			131
Income from continuing operations before income taxes		386,220			208,642			845,370			613,443
Income tax provision		(41,789	)		(40,782	)		(124,641	)		(110,625	)
Net income from continuing operations		344,431			167,860			720,729			502,818
Net (loss) income from discontinued operations, net of tax		—			(20,214	)		—			175,532
Net income		344,431			147,646			720,729			678,350
Net income attributable to noncontrolling interests		(18,624	)		(20,471	)		(57,488	)		(60,290	)
Net income attributable to Noble Corporation plc	$	325,807		$	127,175		$	663,241		$	618,060
Net income attributable to Noble Corporation plc
Income from continuing operations	$	325,807		$	147,389		$	663,241		$	442,528
(Loss)/income from discontinued operations		—			(20,214	)		—			175,532
Net income attributable to Noble Corporation plc	$	325,807		$	127,175		$	663,241		$	618,060
Per share data:
Basic:
Income from continuing operations	$	1.32		$	0.57		$	2.68		$	1.71
(Loss)/income from discontinued operations		—			(0.08	)		—			0.68
Net income attributable to Noble Corporation plc	$	1.32		$	0.49		$	2.68		$	2.39
Diluted:
Income from continuing operations	$	1.32		$	0.57		$	2.68		$	1.71
(Loss)/income from discontinued operations		—			(0.08	)		—			0.68
Net income attributable to Noble Corporation plc	$	1.32		$	0.49		$	2.68		$	2.39

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	344,431		$	147,646		$	720,729		$	678,350
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		(2,694	)		(1,577	)		(4,568	)		1,143
Foreign currency forward contracts		(1,271	)		(6,925	)		(1,362	)		(273	)
Net pension plan loss (net of tax benefit of $386 for both the three and nine months ended September 30, 2014)		—			(1,409	)		—			(1,409	)
Net pension plan curtailment and settlement expense (net of tax provision of $193 for both the three and nine months ended September 30, 2014)		—			358			—			358
Amortization of deferred pension plan amounts (net of tax provision of $575 and $253 for the three months ended September 30, 2015 and 2014, respectively, and $1,723 and $758 for the nine months ended September 30, 2015 and 2014, respectively)		1,106			571			3,316			2,099
Other comprehensive (loss) income, net		(2,859	)		(8,982	)		(2,614	)		1,918
Net comprehensive income attributable to noncontrolling interests		(18,624	)		(20,471	)		(57,488	)		(60,290	)
Comprehensive income attributable to Noble Corporation plc	$	322,948		$	118,193		$	660,627		$	619,978

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities
Net income	$	720,729		$	678,350
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		473,913			696,380
Deferred income taxes		(76,012	)		23,380
Amortization of share-based compensation		30,296			37,432
Net change in other assets and liabilities		103,299			(47,244	)
Net cash from operating activities		1,252,225			1,388,298
Cash flows from investing activities
Capital expenditures		(280,048	)		(1,747,495	)
Change in accrued capital expenditures		(43,440	)		(52,466	)
Proceeds from disposal of assets		2,535			—
Net cash from investing activities		(320,953	)		(1,799,961	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(1,123,495	)		(569,489	)
Repayment of long-term debt		(350,000	)		(250,000	)
Issuance of senior notes		1,092,728			—
Long-term borrowings of Paragon Offshore		—			1,726,750
Financing costs on long-term borrowings of Paragon Offshore		—			(30,876	)
Cash balances of Paragon Offshore in Spin-off		—			(104,152	)
Debt issuance costs on senior notes and credit facilities		(16,070	)		(386	)
Dividends paid to noncontrolling interests		(57,048	)		(64,339	)
Repurchases of shares		(100,630	)		(52,701	)
Dividend payments		(278,443	)		(290,643	)
Employee stock transactions		(2,394	)		1,395
Net cash from financing activities		(835,352	)		365,559
Net change in cash and cash equivalents		95,920			(46,104	)
Cash and cash equivalents, beginning of period		68,510			114,458
Cash and cash equivalents, end of period	$	164,430		$	68,354

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

													Accumulated
							Additional						Other
	Shares						Paid-in			Retained			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Loss			Interests			Equity
Balance at December 31, 2013		253,448		$	2,534		$	810,286		$	7,591,927		$	(82,164	)	$	727,445		$	9,050,028
Employee related equity activity
Amortization of share-based compensation		—			—			37,432			—			—			—			37,432
Issuance of share-based compensation shares		689			6			(9,049	)		—			—			—			(9,043	)
Exercise of stock options		131			3			2,644			—			—			—			2,647
Tax benefit of equity transactions		—			—			(1,258	)		—			—			—			(1,258	)
Repurchases of shares		(2,010	)		(20	)		(52,681	)		—			—			—			(52,701	)
Net income		—			—			—			618,060			—			60,290			678,350
Dividends paid to noncontrolling interests		—			—			—			—			—			(64,339	)		(64,339	)
Dividends		—			—			—			(162,294	)		—			—			(162,294	)
Spin-off of Paragon Offshore		—			—			—			(1,413,499	)		34,478			—			(1,379,021	)
Other comprehensive income, net		—			—			—			—			1,918			—			1,918
Balance at September 30, 2014		252,258		$	2,523		$	787,374		$	6,634,194		$	(45,768	)	$	723,396		$	8,101,719
Balance at December 31, 2014		247,501		$	2,475		$	695,638		$	5,936,035		$	(69,418	)	$	722,304		$	7,287,034
Employee related equity activity
Amortization of share-based compensation		—			—			30,296			—			—			—			30,296
Issuance of share-based compensation shares		678			7			(4,157	)		—			—			—			(4,150	)
Tax benefit of equity transactions		—			—			(2,401	)		—			—			—			(2,401	)
Repurchases of shares		(6,209	)		(62	)		(100,568	)		—			—			—			(100,630	)
Net income		—			—			—			663,241			—			57,488			720,729
Dividends paid to noncontrolling interests		—			—			—			—			—			(57,048	)		(57,048	)
Dividends		—			—			—			(278,443	)		—			—			(278,443	)
Other comprehensive loss, net		—			—			—			—			(2,614	)		—			(2,614	)
Balance at September 30, 2015		241,970		$	2,420		$	618,808		$	6,320,833		$	(72,032	)	$	722,744		$	7,592,773

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	September 30,			December 31,
	2015			2014
ASSETS
Current assets
Cash and cash equivalents	$	164,240		$	65,780
Accounts receivable		530,401			569,096
Taxes receivable		66,323			107,289
Prepaid expenses and other current assets		150,858			139,669
Total current assets		911,822			881,834
Property and equipment, at cost		14,679,605			14,404,371
Accumulated depreciation		(2,786,429	)		(2,318,220	)
Property and equipment, net		11,893,176			12,086,151
Other assets		200,273			222,254
Total assets	$	13,005,271		$	13,190,239
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	299,993		$	—
Accounts payable		205,438			261,012
Accrued payroll and related costs		86,112			91,487
Taxes payable		152,136			91,471
Interest payable		44,922			61,964
Other current liabilities		104,599			139,950
Total current liabilities		893,200			645,884
Long-term debt		4,188,727			4,869,020
Deferred income taxes		46,366			120,589
Other liabilities		320,415			335,964
Total liabilities		5,448,708			5,971,457
Commitments and contingencies
Shareholder equity
Ordinary shares; 261,246 shares outstanding		26,125			26,125
Capital in excess of par value		552,532			530,657
Retained earnings		6,327,194			6,009,114
Accumulated other comprehensive loss		(72,032	)		(69,418	)
Total shareholder equity		6,833,819			6,496,478
Noncontrolling interests		722,744			722,304
Total equity		7,556,563			7,218,782
Total liabilities and equity	$	13,005,271		$	13,190,239

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenues
Contract drilling services	$	873,813		$	810,200		$	2,424,481		$	2,360,205
Reimbursables		22,858			18,595			70,087			67,558
Other		—			1			—			1
		896,671			828,796			2,494,568			2,427,764
Operating costs and expenses
Contract drilling services		292,479			383,911			930,925			1,097,694
Reimbursables		17,783			13,641			55,592			52,877
Depreciation and amortization		160,383			160,255			473,046			458,100
General and administrative		10,376			13,057			36,093			36,478
		481,021			570,864			1,495,656			1,645,149
Operating income		415,650			257,932			998,912			782,615
Other income (expense)
Interest expense, net of amount capitalized		(54,687	)		(37,751	)		(161,196	)		(114,494	)
Interest income and other, net		31,066			3,785			35,613			1,142
Income from continuing operations before income taxes		392,029			223,966			873,329			669,263
Income tax provision		(41,868	)		(40,674	)		(124,962	)		(110,207	)
Net income from continuing operations		350,161			183,292			748,367			559,056
Net income from discontinued operations, net of tax		—			10,413			—			225,022
Net income		350,161			193,705			748,367			784,078
Net income attributable to noncontrolling interests		(18,624	)		(20,471	)		(57,488	)		(60,290	)
Net income attributable to Noble Corporation	$	331,537		$	173,234		$	690,879		$	723,788

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	350,161		$	193,705		$	748,367		$	784,078
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments		(2,694	)		(1,577	)		(4,568	)		1,143
Foreign currency forward contracts		(1,271	)		(6,925	)		(1,362	)		(273	)
Net pension plan loss (net of tax benefit of $386 for both the three and nine months ended September 30, 2014)		—			(1,409	)		—			(1,409	)
Net pension plan curtailment and settlement expense (net of tax provision of $193 for both the three and nine months ended September 30, 2014)		—			358			—			358
Amortization of deferred pension plan amounts (net of tax provision of $575 and $253 for the three months ended September 30, 2015 and 2014, respectively, and $1,723 and $758 for the nine months ended September 30, 2015 and 2014, respectively)		1,106			571			3,316			2,099
Other comprehensive (loss) income, net		(2,859	)		(8,982	)		(2,614	)		1,918
Net comprehensive income attributable to noncontrolling interests		(18,624	)		(20,471	)		(57,488	)		(60,290	)
Comprehensive income attributable to Noble Corporation	$	328,678		$	164,252		$	688,265		$	725,706

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2015			2014
Cash flows from operating activities
Net income	$	748,367		$	784,078
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		473,046			694,175
Deferred income taxes		(76,012	)		23,380
Capital contribution by parent - share-based compensation		21,875			26,715
Net change in other assets and liabilities		78,821			(58,662	)
Net cash from operating activities		1,246,097			1,469,686
Cash flows from investing activities
Capital expenditures		(280,048	)		(1,747,361	)
Change in accrued capital expenditures		(43,440	)		(52,466	)
Proceeds from disposal of assets		2,535			—
Net cash from investing activities		(320,953	)		(1,799,827	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(1,123,495	)		(569,489	)
Repayment of long-term debt		(350,000	)		(250,000	)
Issuance of senior notes		1,092,728			—
Long-term borrowings of Paragon Offshore		—			1,726,750
Financing costs on long-term borrowings of Paragon Offshore		—			(30,876	)
Cash balances of Paragon Offshore in Spin-off		—			(104,152	)
Debt issuance costs on senior notes and credit facilities		(16,070	)		(386	)
Dividends paid to noncontrolling interests		(57,048	)		(64,339	)
Distributions to parent company, net		(372,799	)		(421,801	)
Net cash from financing activities		(826,684	)		285,707
Net change in cash and cash equivalents		98,460			(44,434	)
Cash and cash equivalents, beginning of period		65,780			110,382
Cash and cash equivalents, end of period	$	164,240		$	65,948

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

										Accumulated
					Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2013		261,246	$	26,125	$	497,316	$	7,986,762		$	(82,164	)	$	727,445		$	9,155,484
Distributions to parent company, net		—		—		—		(421,801	)		—			—			(421,801	)
Capital contribution by parent - share-based compensation		—		—		26,715		—			—			—			26,715
Net income		—		—		—		723,788			—			60,290			784,078
Dividends paid to noncontrolling interests		—		—		—		—			—			(64,339	)		(64,339	)
Spin-off of Paragon Offshore		—		—		—		(1,467,657	)		34,478			—			(1,433,179	)
Other comprehensive income, net		—		—		—		—			1,918			—			1,918
Balance at September 30, 2014		261,246	$	26,125	$	524,031	$	6,821,092		$	(45,768	)	$	723,396		$	8,048,876
Balance at December 31, 2014		261,246	$	26,125	$	530,657	$	6,009,114		$	(69,418	)	$	722,304		$	7,218,782
Distributions to parent company, net		—		—		—		(372,799	)		—			—			(372,799	)
Capital contribution by parent - share-based compensation		—		—		21,875		—			—			—			21,875
Net income		—		—		—		690,879			—			57,488			748,367
Dividends paid to noncontrolling interests		—		—		—		—			—			(57,048	)		(57,048	)
Other comprehensive loss, net		—		—		—		—			(2,614	)		—			(2,614	)
Balance at September 30, 2015		261,246	$	26,125	$	552,532	$	6,327,194		$	(72,032	)	$	722,744		$	7,556,563

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 1 — Organization and Basis of Presentation

Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), is a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of the filing date of this Quarterly Report on Form 10-Q, our fleet consisted of 15 jackups, nine drillships and eight semisubmersibles, including one high-specification, harsh environment jackup under construction.

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil and gas industry. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist largely of major independent and government owned/controlled oil and gas companies throughout the world. As of September 30, 2015, our contract drilling services segment conducted operations in the United States, Brazil, Argentina, the North Sea, the Mediterranean Sea, West Africa, the Middle East, Asia and Australia. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

Noble Corporation, a Cayman Islands company (“Noble-Cayman”), is an indirect, wholly-owned subsidiary of Noble-UK, our publicly-traded parent company. Noble-UK’s principal asset is all of the shares of Noble-Cayman. Noble-Cayman has no public equity outstanding. The consolidated financial statements of Noble-UK include the accounts of Noble-Cayman, and Noble-UK conducts substantially all of its business through Noble-Cayman and its subsidiaries.

The accompanying unaudited consolidated financial statements of Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) as they pertain to Quarterly Reports on Form 10-Q. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The unaudited financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a recurring nature. The December 31, 2014 Consolidated Balance Sheets presented herein are derived from the December 31, 2014 audited consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed by both Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Note 2 — Spin-off of Paragon Offshore plc (“Paragon Offshore”)

On August 1, 2014, Noble-UK completed the separation and spin-off of a majority of its standard specification offshore drilling business (the “Spin-off”) through a pro rata distribution of all of the ordinary shares of its wholly-owned subsidiary, Paragon Offshore, to the holders of Noble’s ordinary shares. Our shareholders received one share of Paragon Offshore for every three shares of Noble owned as of July 23, 2014, the record date for the distribution. Through the Spin-off, we disposed of most of our standard specification drilling units and related assets, liabilities and business. Prior to the Spin-off, Paragon Offshore issued approximately $1.7 billion of long-term debt. We used the proceeds from this debt to repay certain amounts outstanding under our commercial paper program. Paragon Offshore recently announced that it had retained an investment banking firm and a law firm to “consider strategic alternatives related to its capital structure.” Depending on what “strategic alternative”, if any, that Paragon Offshore elects to pursue, our ability to collect amounts due to us from Paragon Offshore under the agreements below (see Note 14) could be adversely impacted and Paragon Offshore could become adverse to us in any potential litigation relating to the Spin-off.

Prior to the completion of the Spin-off, Noble and Paragon Offshore entered into a series of agreements to effect the separation and Spin-off and govern the relationship between the parties after the Spin-off.

Master Separation Agreement (“MSA”)

The general terms and conditions relating to the separation and Spin-off are set forth in the MSA. The MSA identifies the assets transferred, liabilities assumed and contracts assigned either to Paragon Offshore by us or by Paragon Offshore to us in the separation and describes when and how these transfers, assumptions and assignments would occur. The MSA provides for, among other things, Paragon Offshore’s responsibility for liabilities relating to its business and the responsibility of Noble for liabilities related to our, and in certain limited cases, Paragon Offshore’s business, in each case irrespective of when the liability arose. The MSA also contains indemnification obligations and ongoing commitments by us and Paragon Offshore.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Employee Matters Agreement (“EMA”)

The EMA allocates liabilities and responsibilities between us and Paragon Offshore relating to employment, compensation and benefits and other employment related matters.

Tax Sharing Agreement (“TSA”)

The TSA provides for the allocation of tax liabilities and benefits between us and Paragon Offshore and governs the parties’ assistance with tax-related claims.

Transition Services Agreements

Under two transition services agreements, we agreed to continue, for a limited period of time, to provide various interim support services to Paragon Offshore, and Paragon Offshore agreed to provide various interim support services to us, including providing operational and administrative support for our remaining Brazilian operations.

Note 3 — Discontinued Operations

Paragon Offshore, which had been reflected as continuing operations in our consolidated financial statements prior to the Spin-off, meets the criteria for being reported as discontinued operations and was reclassified as such in our results of operations. The results of discontinued operations for the three and nine months ended September 30, 2014 include the historical results of Paragon Offshore, including $31 million and $49 million, respectively, of non-recurring costs incurred by Noble related to the Spin-off.

Prior to the Spin-off, Paragon Offshore issued approximately $1.7 billion of debt consisting of:

$1.08 billion aggregate principal amount of senior notes in two separate tranches, comprising $500 million of 6.75% Senior Notes due 2022 and $580 million of 7.25% Senior Notes due 2024; and

$650 million of a senior secured term credit agreement, at an interest rate of LIBOR plus 2.75%, subject to a LIBOR floor of 1%, which has an initial term of seven years.

We allocated interest expense on this debt, which is directly related to Paragon Offshore, to discontinued operations. For both the three and nine months ended September 30, 2014, we allocated approximately $4 million of interest expense related to such debt.

The following table provides the components of net income from discontinued operations, net of tax for Noble-UK for the three and nine months ended September 30, 2014:

	Three months ended			Nine months ended
	September 30,			September 30,
	2014			2014
Operating revenues
Contract drilling services	$	136,548		$	993,253
Reimbursables		2,398			21,899
Labor contract drilling services		2,946			19,304
Other		1			2
Operating revenues from discontinued operations	$	141,893		$	1,034,458
(Loss) income from discontinued operations
(Loss) income from discontinued operations before income taxes	$	(3,292	)	$	229,482
Income tax provision		(16,922	)		(53,950	)
Net (loss) income from discontinued operations	$	(20,214	)	$	175,532

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 4 — Consolidated Joint Ventures

We maintain a 50 percent interest in two joint ventures, each with a subsidiary of Royal Dutch Shell plc (“Shell”), that own and operate the two Bully-class drillships. We have determined that we are the primary beneficiary of the joint ventures. Accordingly, we consolidate the entities in our consolidated financial statements after eliminating intercompany transactions. Shell’s equity interests are presented as noncontrolling interests on our Consolidated Balance Sheets.

During the nine months ended September 30, 2015 and 2014, the Bully joint ventures approved and paid dividends totaling $114 million and $129 million, respectively. Of these amounts, 50 percent were paid to our joint venture partner.

The combined carrying amount of the Bully-class drillships at both September 30, 2015 and December 31, 2014 totaled $1.4 billion. These assets were primarily funded through partner equity contributions. Cash held by the Bully joint ventures was approximately $52 million at September 30, 2015 as compared to approximately $47 million at December 31, 2014.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 5 — Share Data

Earnings per share

The following table sets forth the computation of basic and diluted earnings per share for Noble-UK:

	Three months ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Numerator:
Basic
Income from continuing operations	$	325,807		$	147,389		$	663,241		$	442,528
Earnings allocated to unvested share-based payment awards		(7,143	)		(2,286	)		(14,661	)		(7,053	)
Income from continuing operations to common shareholders		318,664			145,103			648,580			435,475
(Loss)/income from discontinued operations		—			(20,214	)		—			175,532
Earnings allocated to unvested share-based payment awards		—			314			—			(2,798	)
(Loss)/income from discontinued operations, net of tax to common shareholders		—			(19,900	)		—			172,734
Net income attributable to Noble-UK		325,807			127,175			663,241			618,060
Earnings allocated to unvested share-based payment awards		(7,143	)		(1,972	)		(14,661	)		(9,851	)
Net income to common shareholders - basic	$	318,664		$	125,203		$	648,580		$	608,209
Diluted
Income from continuing operations	$	325,807		$	147,389		$	663,241		$	442,528
Earnings allocated to unvested share-based payment awards		(7,143	)		(2,285	)		(14,661	)		(7,050	)
Income from continuing operations to common shareholders		318,664			145,104			648,580			435,478
(Loss)/income from discontinued operations		—			(20,214	)		—			175,532
Earnings allocated to unvested share-based payment awards		—			313			—			(2,796	)
(Loss)/income from discontinued operations, net of tax to common shareholders		—			(19,901	)		—			172,736
Net income attributable to Noble-UK		325,807			127,175			663,241			618,060
Earnings allocated to unvested share-based payment awards		(7,143	)		(1,972	)		(14,661	)		(9,846	)
Net income to common shareholders - diluted	$	318,664		$	125,203		$	648,580		$	608,214
Denominator:
Weighted average shares outstanding - basic		241,970			253,842			242,204			254,006
Incremental shares issuable from assumed exercise of stock options		—			107			—			114
Weighted average shares outstanding - diluted		241,970			253,949			242,204			254,120
Weighted average unvested share-based payment awards		5,424			3,999			5,475			4,114
Earnings per share
Basic
Continuing operations		1.32		$	0.57			2.68		$	1.71
Discontinued operations		—			(0.08	)		—			0.68
Net income attributable to Noble-UK		1.32		$	0.49			2.68		$	2.39
Diluted
Continuing operations		1.32		$	0.57			2.68		$	1.71
Discontinued operations		—			(0.08	)		—			0.68
Net income attributable to Noble-UK		1.32		$	0.49			2.68		$	2.39
Dividends per share	$	0.375		$	0.375		$	1.125		$	1.125

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the three months ended September 30, 2015 and 2014, approximately 1.7 million and 1.3 million shares underlying stock options, respectively, were excluded from the diluted earnings per share as such stock options were not dilutive.

Share capital

As of September 30, 2015, Noble-UK had approximately 242.0 million shares outstanding and trading as compared to approximately 247.5 million shares outstanding and trading at December 31, 2014. The decrease in shares outstanding is primarily related to the repurchase of 6.2 million shares pursuant to our approved share repurchase program, discussed below. Our Board of Directors may increase our share capital through the issuance of up to 53 million authorized shares (at current nominal value of $0.01 per share) without obtaining shareholder approval.

Our most recent quarterly dividend payment to shareholders, totaling approximately $93 million (or $0.375 per share), was declared on July 24, 2015 and paid on August 10, 2015 to holders of record on August 3, 2015.

Share repurchases

Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. In December 2014, we received shareholder approval to repurchase up to 37,000,000 ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. Any repurchases are expected to be funded using cash on hand, cash from operations or borrowings under our Credit Facilities. The authority to make such repurchases will expire on the later of April 2016 or the end of the Company’s 2016 annual general meeting of shareholders, at which time we could seek shareholder approval for further repurchases. During the nine months ended September 30, 2015, we repurchased 6.2 million of our ordinary shares covered by this authorization for a total cost of approximately $101 million. During the three months ended September 30, 2015, we did not repurchase any of our shares.

Note 6 — Receivables from Customers

At September 30, 2015, we had receivables of approximately $14 million related to the Noble Max Smith that are being disputed by our former customer, Petróleos Mexicanos (“Pemex”). These receivables have been classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet. The disputed amounts relate to lost revenues for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our rig in 2010. In January 2012, we filed a lawsuit against Pemex in a Mexican court seeking recovery of these amounts. While we can make no assurances as to the outcome of this dispute, we believe we are entitled to the disputed amounts.

Note 7 — Property and Equipment

Property and equipment, at cost, as of September 30, 2015 and December 31, 2014 for Noble-UK consisted of the following:

	September 30,		December 31,
	2015		2014
Drilling equipment and facilities	$	13,767,751	$	13,254,240
Construction in progress		714,913		969,985
Other		234,648		218,697
Property and equipment, at cost	$	14,717,312	$	14,442,922

Capital expenditures, including capitalized interest, totaled $280 million and $1.7 billion for the nine months ended September 30, 2015 and 2014, respectively. Capitalized interest was $7 million and $18 million for the three and nine months ended September 30, 2015, respectively, as compared to $11 million and $39 million for the three and nine months ended September 30, 2014.

Capital expenditures related to Paragon Offshore for the nine months ended September 30, 2014 totaled $150 million. Depreciation expense for Paragon Offshore that was classified as discontinued operations totaled $35 million and $236 million, respectively, for the three and nine months ended September 30, 2014.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

During the three months ended September 30, 2015, we sold for scrap the previously retired semisubmersible rigs, the Noble Driller and the Noble Jim Thompson. In connection with the sale of these rigs, we received proceeds of approximately $3 million.

Note 8 — Debt

Long-term debt consisted of the following at September 30, 2015 and December 31, 2014:

	September 30,			December 31,
	2015			2014
Senior unsecured notes:
3.45% Senior Notes due August 2015	$	—		$	350,000
3.05% Senior Notes due March 2016		299,993			299,982
2.50% Senior Notes due March 2017		299,947			299,920
4.00% Senior Notes due March 2018		249,559			—
7.50% Senior Notes due March 2019		201,695			201,695
4.90% Senior Notes due August 2020		499,252			499,151
4.625% Senior Notes due March 2021		399,667			399,627
3.95% Senior Notes due March 2022		399,332			399,264
5.95% Senior Notes due April 2025		448,790			—
6.20% Senior Notes due August 2040		399,896			399,895
6.05% Senior Notes due March 2041		397,709			397,681
5.25% Senior Notes due March 2042		498,331			498,310
6.95% Senior Notes due April 2045		394,549			—
Total senior unsecured notes		4,488,720			3,745,525
Credit facilities & commercial paper program		—			1,123,495
Total debt		4,488,720			4,869,020
Less: Current maturities of long-term debt		(299,993	)		—
Long-term debt	$	4,188,727		$	4,869,020

Credit Facilities and Commercial Paper Program

We currently have two credit facilities with an aggregate maximum capacity of $2.7 billion, which are comprised of a five year $2.4 billion senior unsecured credit facility that matures in January 2020 and a $225 million 364-day senior unsecured credit facility that matures in January 2016 (together, the “Credit Facilities”).

We have a commercial paper program that allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our Credit Facilities and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our Credit Facilities.

The $2.4 billion facility provides us with the ability to issue up to $500 million in letters of credit. The issuance of letters of credit under the facility reduces the amount available for borrowing. At September 30, 2015, we had no letters of credit issued under the facility.

Senior Unsecured Notes

In March 2015, our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), issued $1.1 billion aggregate principal amount of senior notes in three separate tranches, comprised of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The weighted average coupon of all three tranches is 5.87%. The interest rate on these senior notes may be increased if the credit rating applicable to the notes is downgraded below certain specified levels. The net proceeds of approximately $1.08 billion, after expenses, were used to repay indebtedness outstanding under our Credit Facilities and commercial paper program.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

In August 2015, we repaid our $350 million 3.45% Senior Notes using cash on hand.

Our $300 million 3.05% Senior Notes mature during the first quarter of 2016. We anticipate using cash on hand to repay the outstanding balances; therefore, we have classified these balances as “Current maturities of long-term debt” on our Consolidated Balance Sheet as of September 30, 2015.

Covenants

The Credit Facilities are guaranteed by NHIL and Noble Holding Corporation (“NHC”). The covenants and events of default under the two Credit Facilities are substantially similar, and each facility contains a covenant that limits our ratio of debt to total tangible capitalization, as defined in the Credit Facilities, to 0.60. At September 30, 2015, our ratio of debt to total tangible capitalization was approximately 0.37. We were in compliance with all covenants under the Credit Facilities as of September 30, 2015.

In addition to the covenants from the Credit Facilities noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and on entering into sale and lease-back transactions. At September 30, 2015, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2015.

Fair Value of Debt

Fair value represents the amount at which an instrument could be exchanged in a current transaction between willing parties. The estimated fair value of our senior notes was based on the quoted market prices for similar issues or on the current rates offered to us for debt of similar remaining maturities (Level 2 measurement). All remaining fair value disclosures are presented in Note 12.

The following table presents the estimated fair value of our total debt as of September 30, 2015 and December 31, 2014, respectively:

	September 30, 2015				December 31, 2014
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Senior unsecured notes:
3.45% Senior Notes due August 2015	$	—	$	—	$	350,000	$	354,992
3.05% Senior Notes due March 2016		299,993		298,322		299,982		302,515
2.50% Senior Notes due March 2017		299,947		278,625		299,920		287,014
4.00% Senior Notes due March 2018		249,559		232,223		—		—
7.50% Senior Notes due March 2019		201,695		210,152		201,695		212,068
4.90% Senior Notes due August 2020		499,252		424,989		499,151		471,095
4.625% Senior Notes due March 2021		399,667		311,237		399,627		363,837
3.95% Senior Notes due March 2022		399,332		299,013		399,264		346,425
5.95% Senior Notes due April 2025		448,790		350,787		—		—
6.20% Senior Notes due August 2040		399,896		259,655		399,895		350,351
6.05% Senior Notes due March 2041		397,709		255,602		397,681		343,653
5.25% Senior Notes due March 2042		498,331		302,314		498,310		385,181
6.95% Senior Notes due April 2045		394,549		282,243		—		—
Total senior unsecured notes		4,488,720		3,505,162		3,745,525		3,417,131
Credit facilities & commercial paper program		—		—		1,123,495		1,123,495
Total debt	$	4,488,720	$	3,505,162	$	4,869,020	$	4,540,626

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 9 — Income Taxes

At September 30, 2015, the reserves for uncertain tax positions totaled $143 million (net of related tax benefits of $13 million). If the September 30, 2015 reserves are not realized, the provision for income taxes would be reduced by $143 million. At December 31, 2014, the reserves for uncertain tax positions totaled $116 million (net of related tax benefits of $1 million).

It is reasonably possible that our existing liabilities related to our reserve for uncertain tax positions may fluctuate in the next 12 months primarily due to the completion of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of changes in our existing liabilities due to various uncertainties, such as the unresolved nature of various audits.

Note 10 — Employee Benefit Plans

Pension costs include the following components for the three months ended September 30, 2015 and 2014:

	Three Months Ended September 30,
	2015						2014
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	862		$	2,149		$	1,016		$	2,541
Interest cost		653			2,300			1,022			2,714
Return on plan assets		(942	)		(3,286	)		(1,397	)		(3,846	)
Amortization of prior service cost		26			36			(2	)		56
Recognized net actuarial loss		80			1,539			119			651
Curtailment expense		—			—			—			241
Settlement expense		—			—			—			310
Net pension expense	$	679		$	2,738		$	758		$	2,667

Included in net pension expense for the three months ended September 30, 2014 for our non-U.S. and U.S. plans was approximately $0.2 million each related to Paragon Offshore that was classified as discontinued operations.

Pension costs include the following components for the nine months ended September 30, 2015 and 2014:

	Nine Months Ended September 30,
	2015						2014
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	2,582		$	6,447		$	3,869		$	7,623
Interest cost		1,927			6,899			3,950			8,142
Return on plan assets		(2,779	)		(9,859	)		(5,088	)		(11,538	)
Amortization of prior service cost		79			107			(12	)		168
Recognized net actuarial loss		235			4,618			748			1,953
Curtailment expense		—			—			—			241
Settlement expense		—			—			—			310
Net pension expense	$	2,044		$	8,212		$	3,467		$	6,899

Included in net pension expense for the nine months ended September 30, 2014 for our non-U.S. and U.S. plans was approximately $2 million and $1 million, respectively, related to Paragon Offshore that was classified as discontinued operations.

During both the three and nine months ended September 30, 2015, we made contributions to our pension plans totaling approximately $2 million.

Note 11 — Derivative Instruments and Hedging Activities

We periodically enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange rates. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

For foreign currency forward contracts, hedge effectiveness is evaluated at inception based on the matching of critical terms between derivative contracts and the hedged item. Any change in fair value resulting from ineffectiveness is recognized immediately in earnings.

Cash Flow Hedges

Several of our regional shorebases, including our North Sea, Australian and Brazilian operations, have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of 2015 represent approximately 60 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. Dollars, was approximately $23 million at September 30, 2015. Total unrealized losses related to these forward contracts were approximately $1 million as of September 30, 2015 and were recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

Financial Statement Presentation

The following table, together with Note 12, summarizes the financial statement presentation and fair value of our derivative positions as of September 30, 2015 and December 31, 2014:

		Estimated fair value
	Balance sheet classification	September 30, 2015		December 31, 2014
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Prepaid expenses and other current assets	$	45	$	—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current liabilities	$	1,407	$	—

To supplement the fair value disclosures in Note 12, the following summarizes the recognized gains and losses of cash flow hedges and non-designated derivatives through AOCL or through “contract drilling services” expense for the three months ended September 30, 2015 and 2014:

	Gain/(loss) recognized through AOCL						Gain/(loss) reclassified from AOCL to "contract drilling services" expense					Gain/(loss) recognized through "contract drilling services" expense
	2015			2014			2015			2014		2015		2014
Cash flow hedges
Foreign currency forward contracts	$	(747	)	$	(2,125	)	$	(615	)	$	1,852	$	—	$	—

	Gain/(loss) recognized through AOCL						Gain/(loss) reclassified from AOCL to "contract drilling services" expense					Gain/(loss) recognized through "contract drilling services" expense
	2015			2014			2015			2014		2015		2014
Cash flow hedges
Foreign currency forward contracts	$	(143	)	$	(4,904	)	$	(1,219	)	$	4,631	$	—	$	—

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 12 — Fair Value of Financial Instruments

The following tables present the carrying amount and estimated fair value of our financial instruments recognized at fair value on a recurring basis:

	September 30, 2015
			Estimated Fair Value Measurements
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)
Assets -
Marketable securities	$	6,275	$	6,275	$	—	$	—
Foreign currency forward contracts		45		—		45		—
Liabilities -
Foreign currency forward contracts	$	1,407	$	—	$	1,407	$	—

December 31, 2014

Estimated Fair Value Measurements

Quoted

Significant

Prices in

Other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Assets -

Marketable securities

6,175

—

The foreign currency forward contracts have been valued using actively quoted prices and quotes obtained from the counterparties to the contracts. Our cash and cash equivalents, accounts receivable and accounts payable are by their nature short-term. As a result, the carrying values included in the accompanying Consolidated Balance Sheets approximate fair value.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 13 — Accumulated Other Comprehensive Loss

The following tables set forth the components of, and changes in the accumulated balances for each component of, AOCL for the nine months ended September 30, 2015 and 2014. All amounts within the tables are shown net of tax.

	Gains /			Defined
	(Losses) on			Benefit			Foreign
	Cash Flow			Pension			Currency
	Hedges⁽¹⁾			Items⁽²⁾			Items			Total
Balance at December 31, 2013	$	—		$	(58,598	)	$	(23,566	)	$	(82,164	)
Activity during period:
Other comprehensive income before reclassifications		4,358			—			1,143			5,501
Amounts reclassified from AOCL		(4,631	)		1,048			—			(3,583	)
Net other comprehensive income (loss)		(273	)		1,048			1,143			1,918
Spin-off of Paragon Offshore⁽³⁾		—			21,772			12,706			34,478
Balance at September 30, 2014	$	(273	)	$	(35,778	)	$	(9,717	)	$	(45,768	)
Balance at December 31, 2014	$	—		$	(58,440	)	$	(10,978	)	$	(69,418	)
Activity during period:
Other comprehensive loss before reclassifications		(2,581	)		—			(4,568	)		(7,149	)
Amounts reclassified from AOCL		1,219			3,316			—			4,535
Net other comprehensive income (loss)		(1,362	)		3,316			(4,568	)		(2,614	)
Balance at September 30, 2015	$	(1,362	)	$	(55,124	)	$	(15,546	)	$	(72,032	)

(1)	Gains / (losses) on cash flow hedges are related to foreign currency forward contracts. Reclassifications from AOCL are recognized through “contract drilling services” expense on our Consolidated Statements of Income. See Note 11 for additional information.

(2)

Defined benefit pension items relate to actuarial changes, the amortization of prior service costs and curtailment and settlement expenses. Reclassifications from AOCL are recognized as expense on our Consolidated Statements of Income through either “Contract drilling services” or “General and administrative”. See Note 10 for additional information.

(3)	Reclassifications for the Spin-off of Paragon Offshore represent accumulated balances in AOCL that were transferred as part of the Spin-off.

Note 14 — Commitments and Contingencies

The Noble Homer Ferrington was under contract with a subsidiary of Exxon Mobil Corporation (“Exxon”), which entered into an assignment agreement with British Petroleum plc (“BP”) for a two-well farmout of the rig in Libya after successfully drilling two wells with the rig for Exxon. In August 2010, BP attempted to terminate the assignment agreement claiming that the rig was not in the required condition, and Exxon informed us that we must look to BP for payment of the dayrate during the assignment period. In August 2010, we initiated arbitration proceedings under the drilling contract against the Libyan operating subsidiaries of both BP and Exxon (the “Defendants”). The arbitration panel issued an award in our favor for dayrate revenues plus interest and fees. During the third quarter of 2015, BP paid us $150 million and Exxon paid us $27 million under the award, of which approximately $137 million was recognized as contract drilling services revenues, $30 million as interest income, and $10 million for the reimbursement of costs and fees as a reduction of contract drilling services costs.

In December 2014, one of our subsidiaries reached a settlement with the U.S. Department of Justice (“DOJ”) regarding our drillship, the Noble Discoverer, and the Kulluk in respect of violations of applicable law discovered in connection with a 2012 coast guard inspection in Alaska and our own subsequent internal investigation. Under the terms of the agreement, the subsidiary pled guilty to oil record book, ballast record and required hazardous condition reporting violations with respect to the Noble Discoverer and an oil record book violation with respect to the Kulluk. The subsidiary paid $8.2 million in fines and $4 million in community service payments, and was placed on probation for four years, provided that we may petition the court for early dismissal of probation after three years. If during the term of probation, the subsidiary fails to adhere to the terms of the plea agreement, the DOJ may withdraw from the plea agreement and would be free to prosecute the subsidiary on all charges arising out of its investigation, including any charges dismissed pursuant to the terms of the plea agreement, as well as potentially other charges. We also implemented a comprehensive environmental compliance plan in connection with the settlement.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

We have used a commercial agent in Brazil in connection with our Petróleo Brasileiro S.A. (“Petrobras”) drilling contracts. We understand that this agent has represented a number of different companies in Brazil over many years, including several offshore drilling contractors. This agent has pled guilty in Brazil in connection with the award of a drilling contract to a competitor and has implicated a Petrobras official as part of a wider investigation of Petrobras’ business practices. We are not aware of any improper activity by Noble in connection with contracts that Noble has entered into with Petrobras, and we have not been contacted by any authorities regarding such contracts or the investigation into Petrobras’ business practices.

We are from time to time a party to various lawsuits that are incidental to our operations in which the claimants seek an unspecified amount of monetary damages for personal injury, including injuries purportedly resulting from exposure to asbestos on drilling rigs and associated facilities. At September 30, 2015, there were 45 asbestos related lawsuits in which we are one of many defendants. These lawsuits have been filed in the United States in the states of Louisiana and Mississippi. We intend to vigorously defend against the litigation. We do not believe the ultimate resolution of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, the resolution of which, in the opinion of management, will not be material to our financial position, results of operations or cash flows. There is inherent risk in any litigation or dispute and no assurance can be given as to the outcome of these claims.

We operate in a number of countries throughout the world and our tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. During the first quarter of 2014, the IRS began its examination of our tax reporting in the U.S. for the taxable years ended December 31, 2010 and 2011. We believe that we have accurately reported all amounts in our 2010 and 2011 tax returns. We believe the ultimate resolution of the outstanding assessments in the U.S., for which we have not made any accrual, will not have a material adverse effect on our consolidated financial statements. We recognize uncertain tax positions that we believe have a greater than 50 percent likelihood of being sustained. We cannot predict or provide assurance as to the ultimate outcome of any existing or future assessments.

Audit claims of approximately $96 million attributable to income, customs and other business taxes have been assessed against us in Mexico and Brazil, as detailed below. Tax assessments of approximately $47 million have been made against Noble entities in Mexico, of which approximately $34 million relates to Paragon Offshore assets that operated through Noble-retained entities in Mexico prior to the Spin-off. Paragon Offshore has received tax assessments of approximately $203 million against Paragon Offshore entities in Mexico, of which approximately $47 million relates to Noble assets that operated through Paragon Offshore-retained entities in Mexico prior to the Spin-off. In Brazil, Paragon Offshore has received tax assessments of approximately $116 million, of which $36 million relates to Noble assets that operated through a Paragon Offshore-retained entity in Brazil prior to the Spin-off. Under the TSA, Paragon Offshore must indemnify us for all assessed amounts that are related to Paragon Offshore’s Mexico assets, approximately $34 million as noted above, and we must indemnify Paragon Offshore for all assessed amounts that are related to Noble’s Mexico and Brazil assets, approximately $47 million and $36 million, respectively, as noted above, if and when such payments become due.

We have contested, or intend to contest or cooperate with Paragon Offshore where it is contesting, the assessments described above, including through litigation if necessary, and we believe the ultimate resolution, for which we have not made any accrual, will not have a material adverse effect on our consolidated financial statements. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions or our ability to collect indemnities from Paragon Offshore under the TSA.

On January 23, 2015, Noble received an official notification of a ruling from the Second Chamber of the Supreme Court in Mexico. The ruling settled an ongoing dispute in Mexico relating to the classification of a Noble subsidiary’s business activity and the applicable rate of depreciation under the Mexican law applicable to the activities of that subsidiary. The ruling did not result in any additional tax liability to Noble. Additionally, the ruling is only applicable to the Noble subsidiary named in the ruling and, therefore, does not establish the depreciation rate applicable to the assets of other Noble subsidiaries. We will continue to contest future assessments received. Any claim by the tax authorities relating to this depreciation issue would be related to the businesses transferred to Paragon Offshore in the Spin-off and, therefore, would be subject to indemnification by Paragon Offshore under the TSA.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

We have been notified by Petrobras that it is currently challenging assessments by Brazilian tax authorities of withholding taxes associated with the provision of drilling rigs for its operations in Brazil during 2008 and 2009. Petrobras has also notified us that if Petrobras must ultimately pay such withholding taxes, it will seek reimbursement from us for the portion allocable to our drilling rigs. The amount of withholding tax that Petrobras indicates may be allocable to Noble drilling rigs is R$79 million (approximately $19 million). We believe that our contract with Petrobras requires Petrobras to indemnify us for these withholding taxes. We will, if necessary, vigorously defend our rights.

We maintain certain insurance coverage against specified marine perils, which includes physical damage and loss of hire. The rigs in the U.S. Gulf of Mexico are self-insured for named windstorm perils. In addition, we maintain a physical damage deductible on our rigs of $25 million per occurrence. The loss of hire coverage applies only to our rigs operating under contract with a dayrate equal to or greater than $200,000 a day and is subject to a 45-day waiting period for each unit and each occurrence.

Although we maintain insurance in the geographic areas in which we operate, pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts, strikes or cyber risks. If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could materially adversely affect our financial position, results of operations or cash flows. Additionally, there can be no assurance that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks.

We carry protection and indemnity insurance covering marine third party liability exposures, which also includes coverage for employer’s liability resulting from personal injury to our offshore drilling crews. Our protection and indemnity policy currently has a standard deductible of $10 million per occurrence, with maximum liability coverage of $750 million.

In connection with our capital expenditure program, we had outstanding commitments, including shipyard and purchase commitments of approximately $676 million at September 30, 2015.

We have entered into agreements with certain of our executive officers, as well as certain other employees. These agreements become effective upon a change of control of Noble-UK (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control, and remain effective for three years thereafter. These agreements provide for compensation and certain other benefits under such circumstances.

Note 15 — Accounting Pronouncements

In April 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-08, which amends FASB Accounting Standards Codification (“ASC”) Topic 205, “Presentation of Financial Statements” and ASC Topic 360, “Property, Plant, and Equipment.” This ASU alters the definition of a discontinued operation to cover only asset disposals that are a strategic shift with a major effect on an entity’s operations and finances, and calls for more extensive disclosures about a discontinued operation’s assets, liabilities, income and expenses. The guidance is effective for all disposals, or classifications as held-for-sale, of components of an entity that occur within annual periods beginning on or after December 15, 2014. This standard was not early adopted in connection with the Spin-off. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In May 2014, the FASB issued ASU No. 2014-09, which amends ASC Topic 606, “Revenue from Contracts with Customers.” The amendments in this ASU are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices and improve disclosure requirements. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date of the new guidance by one year to interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

In June 2014, the FASB issued ASU No. 2014-12, which amends ASC Topic 718, “Compensation-Stock Compensation.” The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. The guidance is effective for annual periods beginning after December 15, 2015. The guidance can be applied prospectively for all awards granted or modified after the effective date or retrospectively to all awards with performance targets outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2014, the FASB issued ASU No. 2014-15, which amends ASC Subtopic 205-40, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern.” The amendments in this ASU provide guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In January 2015, the FASB issued ASU No. 2015-01, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In February 2015, the FASB issued ASU No. 2015-02 which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In April 2015, the FASB issued ASU No. 2015-03 which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance requires debt issuance costs to be presented in the balance sheet as a direct reduction from the associated debt liability. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. In August 2015, the FASB issued ASU No. 2015-15 which amends ASC Subtopic 835-30, “Interest – Imputation of Interest.” The guidance allows a debt issuance cost related to a line-of-credit to be presented in the balance sheet as an asset and subsequently amortized ratably over the term of the line-of credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We are evaluating what impact the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In April 2015, the FASB issued ASU No. 2015-04 which amends ASC Topic 715, “Compensation – Retirement Benefits.” The guidance gives an employer whose fiscal year end does not coincide with a calendar month end the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month end that is closest to its fiscal year end. The ASU also provides a similar practical expedient for interim remeasurements of significant events. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In September 2015, the FASB issued ASU 2015-16, which amends Topic 805, “Business Combinations.” This amendment eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination at the acquisition date with a corresponding adjustment to goodwill, and revise comparative information for prior periods presented in financial statements. Those adjustments are required when new information about circumstances that existed as of the acquisition date would have affected the measurement of the amount initially recognized. This update requires an entity to recognize these adjustments in the reporting period in which the adjustment amounts are determined. An acquirer must record the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. An entity must present separately on the face of the income statement, or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 16 — Supplemental Financial Information

Consolidated Balance Sheets Information

Deferred revenues from drilling contracts totaled $204 million and $263 million at September 30, 2015 and December 31, 2014, respectively. Such amounts are included in either “Other current liabilities” or “Other liabilities” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition. Related expenses deferred under drilling contracts totaled $87 million at September 30, 2015 as compared to $94 million at December 31, 2014, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

In April 2015, we agreed to contract dayrate reductions for five rigs working for Saudi Arabian Oil Company (“Aramco”), which are effective from January 1, 2015 through December 31, 2015. In accordance with accounting guidance, we are recognizing the reductions on a straight-line basis over the remaining life of the existing Aramco contracts. At September 30, 2015, revenues recorded in excess of billings as a result of this recognition totaled $53 million, and are included in either “Prepaid expenses and other current assets” or “Other assets” in the accompanying Consolidated Balance Sheets, based upon our expected time of recognition.

Consolidated Statements of Cash Flows Information

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows. Amounts for 2014 are shown net of Paragon Offshore, which was distributed to shareholders in a non-cash transaction.

	Noble-UK						Noble-Cayman
	Nine months ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
Accounts receivable	$	38,695		$	(15,968	)	$	38,695		$	(15,968	)
Other current assets		48,548			(65,075	)		28,415			(71,784	)
Other assets		61,610			(51,887	)		41,314			(51,871	)
Accounts payable		(20,666	)		74,349			(18,743	)		33,909
Other current liabilities		(2,733	)		(23,882	)		11,295			(4,294	)
Other liabilities		(22,155	)		35,219			(22,155	)		51,346
	$	103,299		$	(47,244	)	$	78,821		$	(58,662	)

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise indicated, dollar amounts in tables are in thousands, except per share data)

Note 17 — Information about Noble-Cayman

Guarantees of Registered Securities

Noble-Cayman, or one or more wholly-owned subsidiaries of Noble-Cayman, are a co-issuer or full and unconditional guarantor or otherwise obligated as of September 30, 2015 as follows:

	Issuer
Notes	(Co-Issuer(s))	Guarantor
$300 million 3.05% Senior Notes due 2016	NHIL	Noble-Cayman
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$250 million 4.00% Senior Notes due 2018	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	NHC	Noble-Cayman
	Noble Drilling Holding, LLC ("NDH")
	Noble Drilling Services 6 LLC ("NDS6")
$500 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$400 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$400 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$450 million 5.95% 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 6.95% Senior Notes due 2045	NHIL	Noble-Cayman

The following condensed consolidating financial statements of Noble-Cayman, NHC, 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

September 30, 2015

(in thousands)

												Other
												Non-guarantor
	Noble -											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	4	$	—	$	135		$	—	$	—	$	164,101		$	—		$	164,240
Accounts receivable		—		—		13,816			—		—		516,585			—			530,401
Taxes receivable		—		12,124		26			—		—		54,173			—			66,323
Short-term notes receivable from affiliates		—		—		119,476			—		—		171,925			(291,401	)		—
Accounts receivable from affiliates		617,430		451,674		124,763			832,288		67,170		3,256,189			(5,349,514	)		—
Prepaid expenses and other current assets		1,756		—		4,857			—		—		144,245			—			150,858
Total current assets		619,190		463,798		263,073			832,288		67,170		4,307,218			(5,640,915	)		911,822
Property and equipment, at cost		—		—		1,846,298			—		—		12,833,307			—			14,679,605
Accumulated depreciation		—		—		(330,361	)		—		—		(2,456,068	)		—			(2,786,429	)
Property and equipment, net		—		—		1,515,937			—		—		10,377,239			—			11,893,176
Notes receivable from affiliates		3,304,653		—		236,921			1,614,802		5,000		1,516,702			(6,678,078	)		—
Investments in affiliates		5,306,418		1,413,824		2,973,478			9,384,951		6,951,400		—			(26,030,071	)		—
Other assets		6,369		—		7,264			26,788		424		159,428			—			200,273
Total assets	$	9,236,630	$	1,877,622	$	4,996,673		$	11,858,829	$	7,023,994	$	16,360,587		$	(38,349,064	)	$	13,005,271
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	—	$	119,476		$	(291,401	)	$	—
Current maturities of long-term debt		—		—		—			299,993		—		—			—			299,993
Accounts payable		—		—		5,251			—		—		200,187			—			205,438
Accrued payroll and related costs		—		—		8,004			—		—		78,108			—			86,112
Accounts payable to affiliates		837,540		67,191		2,274,884			87,104		5,706		2,077,089			(5,349,514	)		—
Taxes payable		—		35,743		—			—		—		116,393			—			152,136
Interest payable		—		—		—			44,292		630		—			—			44,922
Other current liabilities		103		—		4,824			—		—		99,672			—			104,599
Total current liabilities		837,643		274,859		2,292,963			431,389		6,336		2,690,925			(5,640,915	)		893,200
Long-term debt		—		—		—			3,987,032		201,695		—			—			4,188,727
Notes payable to affiliates		1,545,239		—		460,227			1,169,180		124,216		3,379,216			(6,678,078	)		—
Deferred income taxes		—		—		—			—		—		46,366			—			46,366
Other liabilities		19,929		—		26,361			—		—		274,125			—			320,415
Total liabilities		2,402,811		274,859		2,779,551			5,587,601		332,247		6,390,632			(12,318,993	)		5,448,708
Commitments and contingencies		—		—		—			—		—		—			—			—
Total shareholder equity		6,833,819		1,602,763		2,217,122			6,271,228		6,691,747		8,810,922			(25,593,782	)		6,833,819
Noncontrolling interests		—		—		—			—		—		1,159,033			(436,289	)		722,744
Total equity		6,833,819		1,602,763		2,217,122			6,271,228		6,691,747		9,969,955			(26,030,071	)		7,556,563
Total liabilities and equity	$	9,236,630	$	1,877,622	$	4,996,673		$	11,858,829	$	7,023,994	$	16,360,587		$	(38,349,064	)	$	13,005,271

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2014

(in thousands)

												Other
												Non-guarantor
	Noble-											Subsidiaries			Consolidating
	Cayman		NHC		NDH			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	5	$	—	$	254		$	—	$	—	$	65,521		$	—		$	65,780
Accounts receivable		—		—		37,655			2,336		—		529,105			—			569,096
Taxes receivable		—		63,373		752			—		—		43,164			—			107,289
Short-term notes receivable from affiliates		123,449		—		1,077,965			—		333,966		171,925			(1,707,305	)		—
Accounts receivable from affiliates		2,019,319		374,012		192,771			157,164		125,834		4,191,406			(7,060,506	)		—
Prepaid expenses and other current assets		14,274		—		1,764			—		—		123,631			—			139,669
Total current assets		2,157,047		437,385		1,311,161			159,500		459,800		5,124,752			(8,767,811	)		881,834
Property and equipment, at cost		—		—		2,040,168			—		—		12,364,203			—			14,404,371
Accumulated depreciation		—		—		(278,147	)		—		—		(2,040,073	)		—			(2,318,220	)
Property and equipment, net		—		—		1,762,021			—		—		10,324,130			—			12,086,151
Notes receivable from affiliates		3,304,654		—		236,921			1,980,391		5,000		1,581,429			(7,108,395	)		—
Investments in affiliates		4,567,335		1,318,239		2,921,452			8,266,444		6,290,918		—			(23,364,388	)		—
Other assets		2,908		—		6,212			19,826		517		192,791			—			222,254
Total assets	$	10,031,944	$	1,755,624	$	6,237,767		$	10,426,161	$	6,756,235	$	17,223,102		$	(39,240,594	)	$	13,190,239
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	—	$	171,925	$	—		$	—	$	371,720	$	1,163,660		$	(1,707,305	)	$	—
Accounts payable		600		—		10,130			—		—		250,282			—			261,012
Accrued payroll and related costs		—		—		7,738			—		—		83,749			—			91,487
Accounts payable to affiliates		606,224		63,602		3,513,705			61,982		16,869		2,798,124			(7,060,506	)		—
Taxes payable		—		—		—			—		—		91,471			—			91,471
Interest payable		499		—		—			57,053		4,412		—			—			61,964
Other current liabilities		15,651		—		13,409			—		—		110,890			—			139,950
Total current liabilities		622,974		235,527		3,544,982			119,035		393,001		4,498,176			(8,767,811	)		645,884
Long-term debt		1,123,495		—		—			3,543,830		201,695		—			—			4,869,020
Notes payable to affiliates		1,769,068		—		598,715			1,169,180		192,216		3,379,216			(7,108,395	)		—
Deferred income taxes		—		—		—			—		—		120,589			—			120,589
Other liabilities		19,929		—		29,093			—		—		286,942			—			335,964
Total liabilities		3,535,466		235,527		4,172,790			4,832,045		786,912		8,284,923			(15,876,206	)		5,971,457
Commitments and contingencies
Total shareholder equity		6,496,478		1,520,097		2,064,977			5,594,116		5,969,323		7,812,656			(22,961,169	)		6,496,478
Noncontrolling interests		—		—		—			—		—		1,125,523			(403,219	)		722,304
Total equity		6,496,478		1,520,097		2,064,977			5,594,116		5,969,323		8,938,179			(23,364,388	)		7,218,782
Total liabilities and equity	$	10,031,944	$	1,755,624	$	6,237,767		$	10,426,161	$	6,756,235	$	17,223,102		$	(39,240,594	)	$	13,190,239

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2015

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	37,659		$	—		$	—		$	856,145		$	(19,991	)	$	873,813
Reimbursables		—			—			4,662			—			—			18,196			—			22,858
Total operating revenues		—			—			42,321			—			—			874,341			(19,991	)		896,671
Operating costs and expenses
Contract drilling services		850			3,630			32,370			14,850			—			260,770			(19,991	)		292,479
Reimbursables		—			—			8,414			—			—			9,369			—			17,783
Depreciation and amortization		—			—			20,690			—			—			139,693			—			160,383
General and administrative		192			1,866			—			7,524			—			794			—			10,376
Total operating costs and expenses		1,042			5,496			61,474			22,374			—			410,626			(19,991	)		481,021
Operating income (loss)		(1,042	)		(5,496	)		(19,153	)		(22,374	)		—			463,715			—			415,650
Other income (expense)
Income (loss) of unconsolidated affiliates		334,441			130,794			70,445			344,840			132,616			—			(1,013,136	)		—
Interest expense, net of amounts capitalized		(17,914	)		(1,342	)		(3,204	)		(58,129	)		(7,522	)		(37,611	)		71,035			(54,687	)
Interest income and other, net		16,052			4			22,837			17,876			2,283			43,049			(71,035	)		31,066
Income before income taxes		331,537			123,960			70,925			282,213			127,377			469,153			(1,013,136	)		392,029
Income tax provision		—			(53,518	)		(1,198	)		—			—			12,848			—			(41,868	)
Net Income		331,537			70,442			69,727			282,213			127,377			482,001			(1,013,136	)		350,161
Net income attributable to noncontrolling interests		—			—			—			—			—			(32,733	)		14,109			(18,624	)
Net income attributable to Noble Corporation		331,537			70,442			69,727			282,213			127,377			449,268			(999,027	)		331,537
Other comprehensive loss, net		(2,859	)		—			—			—			—			(2,859	)		2,859			(2,859	)
Comprehensive income attributable to Noble Corporation	$	328,678		$	70,442		$	69,727		$	282,213		$	127,377		$	446,409		$	(996,168	)	$	328,678

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2015

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	176,987		$	—		$	—		$	2,349,537		$	(102,043	)	$	2,424,481
Reimbursables		—			—			15,578			—			—			54,509			—			70,087
Total operating revenues		—			—			192,565			—			—			2,404,046			(102,043	)		2,494,568
Operating costs and expenses
Contract drilling services		5,457			20,223			79,612			61,078			—			866,598			(102,043	)		930,925
Reimbursables		—			—			13,195			—			—			42,397			—			55,592
Depreciation and amortization		—			—			58,741			—			—			414,305			—			473,046
General and administrative		1,131			8,926			—			24,918			1			1,117			—			36,093
Total operating costs and expenses		6,588			29,149			151,548			85,996			1			1,324,417			(102,043	)		1,495,656
Operating income (loss)		(6,588	)		(29,149	)		41,017			(85,996	)		(1	)		1,079,629			—			998,912
Other income (expense)
Income (loss) of unconsolidated affiliates		738,742			197,773			162,486			883,323			475,715			—			(2,458,039	)		—
Interest expense, net of amounts capitalized		(63,800	)		(3,590	)		(9,769	)		(167,017	)		(21,491	)		(65,553	)		170,024			(161,196	)
Interest income and other, net		22,525			4,835			49,824			59,666			5,096			63,691			(170,024	)		35,613
Income before income taxes		690,879			169,869			243,558			689,976			459,319			1,077,767			(2,458,039	)		873,329
Income tax provision		—			(87,203	)		(2,974	)		—			—			(34,785	)		—			(124,962	)
Net Income		690,879			82,666			240,584			689,976			459,319			1,042,982			(2,458,039	)		748,367
Net income attributable to noncontrolling interests		—			—			—			—			—			(90,557	)		33,069			(57,488	)
Net income attributable to Noble Corporation		690,879			82,666			240,584			689,976			459,319			952,425			(2,424,970	)		690,879
Other comprehensive loss, net		(2,614	)		—			—			—			—			(2,614	)		2,614			(2,614	)
Comprehensive income attributable to Noble Corporation	$	688,265		$	82,666		$	240,584		$	689,976		$	459,319		$	949,811		$	(2,422,356	)	$	688,265

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2014

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	81,834		$	—		$	—		$	866,699		$	(138,333	)	$	810,200
Reimbursables		—			—			1,495			—			—			17,100			—			18,595
Other		—			—			—			—			—			1			—			1
Total operating revenues		—			—			83,329			—			—			883,800			(138,333	)		828,796
Operating costs and expenses
Contract drilling services		3,571			9,239			27,593			25,489			—			456,352			(138,333	)		383,911
Reimbursables		—			—			1,112			—			—			12,529			—			13,641
Depreciation and amortization		—			—			16,922			—			—			143,333			—			160,255
General and administrative		397			2,348			—			6,530			—			3,782			—			13,057
Total operating costs and expenses		3,968			11,587			45,627			32,019			—			615,996			(138,333	)		570,864
Operating income (loss)		(3,968	)		(11,587	)		37,702			(32,019	)		—			267,804			—			257,932
Other income (expense)
Income (loss) of unconsolidated affiliates		(2,716,832	)		(20,299	)		(130,556	)		283,190			182,350			—			2,402,147			—
Income (loss) of unconsolidated affiliates - discontinued operations, net of tax		10,413			(3,921	)		(10,045	)		2,021			124			—			1,408			—
Total income (loss) of unconsolidated affiliates		(2,706,419	)		(24,220	)		(140,601	)		285,211			182,474			—			2,403,555			—
Interest expense, net of amounts capitalized		(22,352	)		(1,042	)		(8,729	)		(40,423	)		(10,573	)		(3,109,995	)		3,155,363			(37,751	)
Interest income and other, net		2,905,973			—			208,241			21,240			1,249			22,445			(3,155,363	)		3,785
Income from continuing operations before income taxes		173,234			(36,849	)		96,613			234,009			173,150			(2,819,746	)		2,403,555			223,966
Income tax provision		—			(11,352	)		(766	)		—			—			(28,556	)		—			(40,674	)
Net income from continuing operations		173,234			(48,201	)		95,847			234,009			173,150			(2,848,302	)		2,403,555			183,292
Net income from discontinued operations, net of tax		—			—			—			—			—			10,413			—			10,413
Net Income		173,234			(48,201	)		95,847			234,009			173,150			(2,837,889	)		2,403,555			193,705
Net income attributable to noncontrolling interests		—			—			—			—			—			(31,612	)		11,141			(20,471	)
Net income attributable to Noble Corporation		173,234			(48,201	)		95,847			234,009			173,150			(2,869,501	)		2,414,696			173,234
Other comprehensive loss, net		(8,982	)		—			—			—			—			(8,982	)		8,982			(8,982	)
Comprehensive income attributable to Noble Corporation	$	164,252		$	(48,201	)	$	95,847		$	234,009		$	173,150		$	(2,878,483	)	$	2,423,678		$	164,252

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2014

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	244,451		$	—		$	—		$	2,328,611		$	(212,857	)	$	2,360,205
Reimbursables		—			—			4,748			—			—			62,810			—			67,558
Other		—			—			—			—			—			1			—			1
Total operating revenues		—			—			249,199			—			—			2,391,422			(212,857	)		2,427,764
Operating costs and expenses
Contract drilling services		16,257			29,725			88,683			86,819			—			1,089,067			(212,857	)		1,097,694
Reimbursables		—			—			3,605			—			—			49,272			—			52,877
Depreciation and amortization		—			—			47,267			—			—			410,833			—			458,100
General and administrative		1,304			7,351			—			21,754			1			6,068			—			36,478
Total operating costs and expenses		17,561			37,076			139,555			108,573			1			1,555,240			(212,857	)		1,645,149
Operating income (loss)		(17,561	)		(37,076	)		109,644			(108,573	)		(1	)		836,182			—			782,615
Other income (expense)
Income (loss) of unconsolidated affiliates		(2,325,832	)		90,411			(9,789	)		703,700			466,521			—			1,074,989			—
Income (loss) of unconsolidated affiliates - discontinued operations, net of tax		225,022			49,146			94,515			183,347			6,249			—			(558,279	)		—
Total income (loss) of unconsolidated affiliates		(2,100,810	)		139,557			84,726			887,047			472,770			—			516,710			—
Interest expense, net of amounts capitalized		(70,702	)		(2,005	)		(21,703	)		(126,914	)		(26,477	)		(3,134,741	)		3,268,048			(114,494	)
Interest income and other, net		2,912,861			—			234,990			68,208			1,879			51,252			(3,268,048	)		1,142
Income from continuing operations before income taxes		723,788			100,476			407,657			719,768			448,171			(2,247,307	)		516,710			669,263
Income tax provision		—			(49,945	)		(2,972	)		—			(1,547	)		(55,743	)		—			(110,207	)
Net income from continuing operations		723,788			50,531			404,685			719,768			446,624			(2,303,050	)		516,710			559,056
Net income from discontinued operations, net of tax		—			(18,655	)		6,634			—			—			237,043			—			225,022
Net Income		723,788			31,876			411,319			719,768			446,624			(2,066,007	)		516,710			784,078
Net income attributable to noncontrolling interests		—			—			—			—			—			(95,253	)		34,963			(60,290	)
Net income attributable to Noble Corporation		723,788			31,876			411,319			719,768			446,624			(2,161,260	)		551,673			723,788
Other comprehensive income, net		1,918			—			—			—			—			1,918			(1,918	)		1,918
Comprehensive income attributable to Noble Corporation	$	725,706		$	31,876		$	411,319		$	719,768		$	446,624		$	(2,159,342	)	$	549,755		$	725,706

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2015

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Cash flows from operating activities
Net cash from operating activities	$	(33,578	)	$	(28,115	)	$	141,329		$	(210,734	)	$	(20,085	)	$	1,397,280		$	—		$	1,246,097
Cash flows from investing activities
Capital expenditures		—			—			(80,743	)		—			—			(242,745	)		—			(323,488	)
Proceeds from disposal of assets		—						—			—						2,535			—			2,535
Notes receivable from affiliates		124,951						—			608,771						—			(733,722	)		—
Net cash from investing activities		124,951			—			(80,743	)		608,771			—			(240,210	)		(733,722	)		(320,953	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(1,123,495	)		—			—			—			—			—			—			(1,123,495	)
Repayment of long-term debt		—			—			—			(350,000	)		—			—			—			(350,000	)
Issuance of senior notes		—			—			—			1,092,728			—			—			—			1,092,728
Debt issuance costs on senior notes and credit facilities		(6,450	)		—			—			(9,620	)		—			—			—			(16,070	)
Dividends paid to noncontrolling interests		—			—			—			—			—			(57,048	)		—			(57,048	)
Distributions to parent company, net		(372,799	)		—			—			—			—			—			—			(372,799	)
Advances (to) from affiliates		2,020,141			28,115			(60,705	)		(1,131,145	)		20,085			(876,491	)		—			—
Notes payable to affiliates		(608,771	)		—			—			—			—			(124,951	)		733,722			—
Net cash from financing activities		(91,374	)		28,115			(60,705	)		(398,037	)		20,085			(1,058,490	)		733,722			(826,684	)
Net change in cash and cash equivalents		(1	)		—			(119	)		—			—			98,580			—			98,460
Cash and cash equivalents, beginning of period		5			—			254			—			—			65,521			—			65,780
Cash and cash equivalents, end of period	$	4		$	—		$	135		$	—		$	—		$	164,101		$	—		$	164,240

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2014

(in thousands)

																Other
																Non-guarantor
	Noble-															Subsidiaries			Consolidating
	Cayman			NHC			NDH			NHIL			NDS6			of Noble			Adjustments			Total
Cash flows from operating activities
Net cash from operating activities	$	2,858,748		$	(127,706	)	$	370,512		$	(211,228	)	$	(29,835	)	$	(1,390,805	)	$	—		$	1,469,686
Cash flows from investing activities
Capital expenditures		—			—			(1,245,121	)		—			—			(554,706	)		—			(1,799,827	)
Notes receivable from affiliates		50			—			—			273,744			—			—			(273,794	)		—
Net cash from investing activities		50			—			(1,245,121	)		273,744			—			(554,706	)		(273,794	)		(1,799,827	)
Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(569,489	)		—			—			—			—			—			—			(569,489	)
Repayment of long-term debt		—			—			—			(250,000	)		—			—			—			(250,000	)
Debt issuance costs on senior notes and credit facilities		(386	)		—			—			—			—			—			—			(386	)
Long-term borrowings of Paragon Offshore		—			—			—			—			—			1,726,750						1,726,750
Financing costs on long- term borrowings of Paragon Offshore		—			—			—			—			—			(30,876	)					(30,876	)
Cash balances of Paragon Offshore in Spin-off		—			—						—			—			(104,152	)					(104,152	)
Dividends paid to noncontrolling interests		—			—			—			—			—			(64,339	)		—			(64,339	)
Distributions to parent company, net		(421,801	)		—			—			—			—			—			—			(421,801	)
Advances (to) from affiliates		(1,593,374	)		127,706			874,565			187,480			29,835			373,788			—			—
Notes payable to affiliates		(273,744	)		—			—			—			—			(50	)		273,794			—
Net cash from financing activities		(2,858,794	)		127,706			874,565			(62,520	)		29,835			1,901,121			273,794			285,707
Net change in cash and cash equivalents		4			—			(44	)		(4	)		—			(44,390	)		—			(44,434	)
Cash and cash equivalents, beginning of period		1			—			402			4			—			109,975			—			110,382
Cash and cash equivalents, end of period	$	5		$	—		$	358		$	—		$	—		$	65,585		$	—		$	65,948

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to assist you in understanding our financial position at September 30, 2015, and our results of operations for the three and nine months ended September 30, 2015 and 2014. The following discussion should be read in conjunction with the consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2014 filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (“Noble-UK”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

As a result of the spin-off of Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (“Paragon Offshore”), on August 1, 2014, the results of operations for Paragon Offshore are reported as discontinued operations in this report. The terms “earnings” and “loss” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refer to income/(loss) from continuing operations. Income/ (loss) from continuing operations is representative of the Company’s current business operations and focus.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report, including those regarding rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our financial position, business strategy, impairments, level of debt, repayment of debt, costs, expense management, timing or number of share repurchases, borrowings under our credit facilities or other instruments, sources of funds, completion, delivery dates and acceptance of our newbuild rigs, future capital expenditures, contract commitments, dayrates, contract amendments, commencements, extensions, renewals, renegotiations or terminations, contract tenders, the outcome of any dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, construction and upgrade of rigs, industry conditions, access to financing, credit ratings, the collectability of indemnifiable amounts from Paragon Offshore or the possible effects on us of the potential pursuit by Paragon Offshore of strategic alternatives related to its capital structure, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, dividend levels and distributable reserves, timing or results of acquisitions or dispositions, and timing for compliance with any new regulations are forward-looking statements. When used in this report, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are intended to be among the statements that identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot assure you that such expectations will prove to be correct. These forward-looking statements speak only as of the date of this report on Form 10-Q and we undertake no obligation to revise or update any forward-looking statement for any reason, except as required by law. We have identified factors including but not limited to operating hazards and delays, risks associated with operations outside the U.S., actions by regulatory authorities, credit rating agencies, customers, joint venture partners, contractors, lenders and other third parties, market conditions, legislation and regulations affecting drilling operations, costs and difficulties relating to the integration of businesses, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions and the future price of oil and gas that could cause actual plans or results to differ materially from those included in any forward-looking statements. These factors include those referenced or described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014, our Quarterly Reports on Form 10-Q and in our other filings with the U.S. Securities and Exchange Commission (“SEC”). We cannot control such risk factors and other uncertainties, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. You should consider these risks and uncertainties when you are evaluating us.

Executive Overview

We are a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our global fleet of mobile offshore drilling units. As of the filing date of this Quarterly Report on Form 10-Q, our fleet consisted of 15 jackups, nine drillships and eight semisubmersibles, including one high-specification, harsh environment jackup under construction.

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil and gas industry. The mobile offshore drilling units comprising our offshore rig fleet operate in a global market for contract drilling services and are often redeployed to different regions due to changing demands of our customers, which consist largely of major independent and government owned/controlled oil and gas companies throughout the world. As of September 30, 2015, our contract drilling services segment conducted operations in the United States, Brazil, Argentina, the North Sea, the Mediterranean Sea, the Middle East, Asia and Australia. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

Outlook

The business environment for offshore drillers during the first nine months of 2015 remained challenging. The rig capacity imbalance, caused in part by the addition of newbuild units and rigs completing current contracts increased while customer demand for these rigs has decreased. Beginning in June 2014, the price of oil, a key factor in determining customer activity levels, began to decline rapidly, with the Brent crude price declining from approximately $112 per barrel on June 30, 2014 to approximately $49 per barrel on September 30, 2015. In this environment, operators have curtailed drilling programs, especially exploration activity, resulting in a dramatic reduction in dayrates for new contracts as well as lower rig utilization. The industry has responded by accelerating the pace of rig retirements and reducing the supply of marketed rigs across the worldwide fleet.

We expect that the business environment for the remainder of 2015 and 2016 will remain challenging and could potentially deteriorate further. The present level of global economic activity, high levels of U.S. onshore oil production, the potential increase of oil supply from Iran and a lack of production cuts within the Organization of Petroleum Exporting Countries are contributing to an uncertain oil price environment, leading to a persistent disruption in our customers’ exploration and production spending plans. Current and expected demand from customers over the remainder of 2015 and 2016 is not expected to support the current supply of offshore drilling rigs resulting from capital expenditures that the offshore drilling industry has undertaken in recent years. We cannot give any assurances as to when these conditions in the offshore drilling market will improve, or when there will be higher demand for contract drilling services or a decline in the supply of available drilling rigs. While current market conditions persist, we will continue to focus on operating efficiency, cost control and operating margin preservation, which could include the stacking or scrapping of additional drilling rigs.

We believe in the long-term fundamentals for the industry, especially for those contractors with a modern fleet of high-specification rigs like ours. Also, we believe the ultimate market recovery will benefit from any sustained under-investment by customers during this current market phase.

Consistent with our policy, we evaluate property and equipment for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Further declines in the offshore drilling market, or lack of recovery in market conditions, to the extent actual results do not meet our estimated assumptions, may lead to potential impairments in the future.

Results and Strategy

Our business strategy focuses on deepwater drilling and high-specification jackups and the deployment of our drilling rigs in important oil and gas basins around the world.

We have actively expanded our offshore deepwater drilling and high-specification jackup capabilities in recent years through the construction of rigs. Currently, we have one newbuild project remaining, the heavy-duty, harsh environment jackup, Noble Lloyd Noble, which is scheduled to commence operations under a four-year contract in the North Sea during the third quarter of 2016. Although we plan to focus on capital preservation and liquidity based on current market conditions, we also plan to continue to evaluate opportunities to enhance our fleet to achieve greater technological capability, which we believe will lead to increased drilling efficiencies and an enhanced ability to execute the increasingly more complex drilling programs required by our customers.

While we cannot predict the future level of demand or dayrates for our services, or future conditions in the offshore contract drilling industry, we believe we are strategically well positioned.

Spin-off of Paragon Offshore plc

all periods presented in this Quarterly Report on Form 10-Q. For additional information regarding the Spin-off, see Note 2 to the consolidated financial statements included in this report.

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of September 30, 2015, the amount of our contract drilling services backlog and the percent of available operating days committed for the periods indicated:

			Year Ending December 31,
	Total		2015 ⁽¹⁾			2016			2017			2018			2019-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships ^{(2) (5)}	$	6,205	$	584		$	1,813		$	1,107		$	702		$	1,999
Jackups		1,878		147			712			465			293			261
Total ⁽³⁾	$	8,083	$	731		$	2,525		$	1,572		$	995		$	2,260
Percent of Available Days Committed ⁽⁴⁾
Semisubmersibles/Drillships				80	%		58	%		35	%		24	%		14	%
Jackups				74	%		76	%		48	%		25	%		2	%
Total				78	%		67	%		41	%		24	%		8	%

(1)	Represents a three-month period beginning October 1, 2015.

(2)

The drilling contracts with Royal Dutch Shell, plc (“Shell”) for the Noble Globetrotter I, Noble Globetrotter II, Noble Clyde Boudreaux, Noble Don Taylor and the Noble Jim Day provide opportunities for us to earn performance bonuses based on key performance indicators as defined by the contracts. Our backlog includes an amount equal to 25 percent of potential performance bonuses for these rigs, or approximately $109 million.

(3)	Some of our drilling contracts provide the customer with certain termination rights and, in certain cases, these termination rights require minimal or no notice or financial penalties. However, as of October 23, 2015, we have not received any notification of contract cancellations.

(4)

Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period, or committed days, by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Committed days do not include the days that a rig is stacked or the days that a rig is expected to be out of service for significant overhaul, repairs or maintenance. Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rigs that are scheduled to commence operations during 2016.

(5)

Noble and a subsidiary of Shell are involved in joint ventures that own and operate both the Noble Bully I and the Noble Bully II. Under the terms of the joint venture agreements, each party has an equal 50 percent share in both rigs. As of September 30, 2015, the combined amount of backlog for these rigs totals approximately $1.4 billion, all of which is included in our backlog. Noble’s proportional interest in the backlog for these rigs totals $676 million.

Our contract drilling services backlog reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to result in binding drilling contracts. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. As of September 30, 2015, our contract drilling services backlog did not include any letters of intent.

We calculate backlog for any given unit and period by multiplying the full contractual operating dayrate for such unit by the number of days remaining in the period. The reported contract drilling services backlog does not include amounts representing revenues for mobilization, demobilization and contract preparation, which are not expected to be significant to our contract drilling services revenues, amounts constituting reimbursables from customers or amounts attributable to uncommitted option periods under drilling contracts or letters of intent.

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods set forth in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, achievement of bonuses, weather conditions and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise termination rights contained in some of our drilling contracts or decline to enter into a drilling contract after executing a letter of intent. As a result, our backlog as of any particular date may not be indicative of our actual operating results for the periods for which the backlog is calculated. See Part I, Item 1A, “Risk

Factors – We can provide no assurance that our current backlog of contract drilling revenue will be ultimately realized” in our Annual Report on Form 10-K for the year ended December 31, 2014.

As of September 30, 2015, Shell and Freeport-McMoRan Inc. represented approximately 60 percent and 11 percent of our backlog, respectively.

Results of Operations

For the Three Months Ended September 30, 2015 and 2014

Net income from continuing operations attributable to Noble-UK for the three months ended September 30, 2015 (the “Current Quarter”) was $326 million, or $1.32 per diluted share, on operating revenues of $897 million, compared to net income from continuing operations for the three months ended September 30, 2014 (the “Comparable Quarter”) of $147 million, or $0.57 per diluted share, on operating revenues of $829 million. The Current Quarter results include amounts from the Noble Homer Ferrington arbitration award from British Petroleum plc and a subsidiary of Exxon Mobil Corporation. The arbitration award totaled approximately $177 million, of which $137 million was recognized as contract drilling services revenues, $30 million as interest income, and $10 million for the reimbursement of costs and fees as a reduction of contract drilling services costs.

As a result of Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between the Current Quarter and the Comparable Quarter, would be the same as the information presented below regarding Noble-UK in all material respects, except operating income for Noble-Cayman for the three months ended September 30, 2015 and 2014 was $6 million and $14 million higher, respectively, than operating income for Noble-UK for the same periods. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services. In addition, we had non-recurring costs of $31 million during the Comparable Quarter related to the Spin-off, which we recognized as part of discontinued operations at the Noble-UK level.

Rig Utilization, Operating Days and Average Dayrates

Operating results from continuing operations for our contract drilling services segment are dependent on three primary metrics: rig utilization, operating days and dayrates. The following table sets forth the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended September 30, 2015 and 2014:

	Average Rig						Operating							Average
	Utilization (1)						Days (2)							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	September 30,						September 30,							September 30,
	2015			2014			2015		2014		% Change			2015		2014		% Change
Jackups		84	%		91	%		1,005		951		6	%	$	159,745	$	182,128		-12	%
Semisubmersibles (3)		59	%		67	%		432		674		-36	%		698,512		435,782		60	%
Drillships		100	%		100	%		828		712		16	%		497,147		482,053		3	%
Total		82	%		85	%		2,265		2,337		-3	%	$	385,755	$	346,699		11	%

(1)

We define utilization for a specific period as the total number of days our rigs are operating under contract, divided by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Information reflects our policy of reporting on the basis of the number of available rigs in our fleet, excluding newbuild rigs under construction.

(2)	Information reflects the number of days that our rigs were operating under contract.

(3)	Includes the contract drilling services revenue portion of the Noble Homer Ferrington arbitration award during the Current Quarter. Exclusive of the arbitration award, the average dayrate for the three months ended September 30, 2015 was $382,545.

Contract Drilling Services

The following table sets forth the operating results from continuing operations for our contract drilling services segment for the three months ended September 30, 2015 and 2014 (dollars in thousands):

	Three Months Ended
	September 30				Change
	2015		2014		$			%
Operating revenues:
Contract drilling services	$	873,813	$	810,200	$	63,613			8	%
Reimbursables (1)		22,858		18,514		4,344			23	%
Other		—		1		(1	)	**
	$	896,671	$	828,715	$	67,956			8	%
Operating costs and expenses:
Contract drilling services	$	293,067	$	385,674	$	(92,607	)		-24	%
Reimbursables (1)		17,783		12,979		4,804			37	%
Depreciation and amortization		155,180		156,213		(1,033	)		-1	%
General and administrative		15,196		24,552		(9,356	)		-38	%
		481,226		579,418		(98,192	)		-17	%
Operating income	$	415,445	$	249,297	$	166,148			67	%

(1)	We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.

**	Not a meaningful percentage.

Operating Revenues. Changes in contract drilling services revenues for the Current Quarter as compared to the Comparable Quarter were driven by an increase in average dayrates, partially offset by a decrease in operating days. The 11 percent increase in average dayrates increased revenues by $89 million, which was partially offset by the 3 percent decrease in operating days which decreased revenues by $25 million.

The increase in contract drilling services revenues was related to our drillships and semisubmersibles, which generated $69 million and $8 million more revenue, respectively, than in the Comparable Quarter. This was partially offset by decreased revenues related to our jackups, which generated $13 million less revenue in the Current Quarter.

The increase in drillship revenues was driven by a 16 percent increase in operating days and a 3 percent increase in average dayrates, resulting in a $56 million and a $13 million increase in revenues, respectively, from the Comparable Quarter. The increase in both average dayrates and operating days was the result of the newbuilds Noble Sam Croft and the Noble Tom Madden, which commenced their contracts in July 2014 and November 2014, respectively.

The increase in semisubmersible revenues was attributable to the recognition of $137 million of dayrate revenues related to the Noble Homer Ferrington arbitration award during the Current Quarter. Excluding the arbitration award, semisubmersible revenues decreased by $129 million, driven by a 36 percent decline in operating days and a 12 percent decline in average dayrates, resulting in a $106 million and $23 million decline in revenues, respectively, from the Comparable Quarter. The decrease in both operating days and average dayrates was primarily attributable to the retirement of the Noble Jim Thompson and the Noble Driller as a result of our decision to discontinue marketing these rigs based on current market conditions. Additionally, the Noble Max Smith and Noble Paul Romano were operational during the Comparable Quarter but were off contract during the Current Quarter. This was partially offset by the Noble Amos Runner, which operated during the Current Quarter but was in the shipyard undergoing regulatory inspections and maintenance during the Comparable Quarter.

The 12 percent decrease in average dayrates on our jackups resulted in a $23 million decrease in revenues from the Comparable Quarter. The decrease in average dayrates was driven by unfavorable dayrate changes on contracts across the jackup fleet. This was partially offset by the 6 percent increase in operating days, which increased revenues by $10 million. The increase in operating days was the result of the commencement of the newbuild, Noble Sam Turner, in August 2014 and the Noble David Tinsley, which was fully operational during the Current Quarter but was off contract during the Comparable Quarter. This was partially offset by the Noble Mick O’Brien, which was off contract during the Current Quarter but experienced full utilization during the Comparable Quarter.

Operating Costs and Expenses. Contract drilling services operating costs and expenses decreased $93 million for the Current Quarter as compared to the Comparable Quarter. This was due to decreased costs of $33 million related to the retirement of the Noble Jim Thompson, the Noble Driller and the Noble Paul Wolff and $26 million related to idle or stacked rigs. This was partially offset by crew-up and operating expenses for our newbuild rigs as they commenced, or prepared to commence, operating under contracts, which added approximately $27 million in expense in the Current Quarter. Additionally, we received $10 million for the reimbursement of costs and fees related to the Noble Homer Ferrington arbitration award during the Current Quarter that were previously recognized through contract drilling services operating costs and expenses. The remaining $51 million decrease in costs was driven by a $12 million decrease in mobilization and transportation expenses related to certain rig moves during the Comparable Quarter, an $11 million decrease in repair and maintenance costs, an $11 million decrease in labor costs, a $9 million decrease in other rig-related expenses, a $6 million decrease in operations support costs and a $2 million decrease in insurance costs related to our policy renewal in March 2015.

The decrease in depreciation and amortization in the Current Quarter from the Comparable Quarter was primarily attributable to retirement of the three semisubmersible rigs discussed above.

Other Income and Expenses

General and administrative expenses. Overall, general and administrative expenses decreased $9 million in the Current Quarter as compared to the Comparable Quarter primarily as a result of decreased legal and other professional fees.

Interest Expense, net of amount capitalized. Interest expense, net of amount capitalized, increased $17 million in the Current Quarter as compared to the Comparable Quarter. The increase is a result of the issuance of $1.1 billion of senior notes in March 2015, coupled with a reduction in capitalized interest in the Current Quarter as compared to the Comparable Quarter as a result of the completion of construction on two of our newbuild drillships and one of our newbuild jackups. During the Current Quarter, we capitalized approximately 11 percent of total interest charges versus approximately 23 percent during the Comparable Quarter.

Interest Income and Other, Net. Interest income and other, net increased $28 million in the Current Quarter as compared to the Comparable Quarter. The increase is primarily the result of $30 million of interest income recognized in connection with the Noble Homer Ferrington arbitration award during the Current Quarter.

Income Tax Provision. Our income tax provision increased $1 million in the Current Quarter, of which $29 million related to the Noble Homer Ferrington arbitration award. Excluding the arbitration award, a $28 million decrease in our income tax provision was driven by a lower effective tax rate in the Current Quarter due to the geographic mix of pre-tax income, the effect of lower downtime coupled with cost reduction measures, as well as various discrete items.

Discontinued Operations. Net loss from discontinued operations for the Comparable Quarter was $20 million. Revenues reported within discontinued operations were $142 million during the Comparable Quarter. Operating income included within discontinued operations was $1 million during the Comparable Quarter. There was no activity related to discontinued operations during the Current Quarter.

For the Nine Months Ended September 30, 2015 and 2014

Net income from continuing operations attributable to Noble-UK for the nine months ended September 30, 2015 (the “Current Period”) was $663 million, or $2.68 per diluted share, on operating revenues of $2.5 billion, compared to net income from continuing operations for the nine months ended September 30, 2014 (the “Comparable Period”) of $443 million, or $1.71 per diluted share, on operating revenues of $2.4 billion. The Current Period results include amounts from the Noble Homer Ferrington arbitration award. The arbitration award totaled approximately $177 million, of which $137 million was recognized as contract drilling services revenues, $30 million as interest income, and $10 million for the reimbursement of costs and fees as a reduction of contract drilling services costs.

As a result of Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between the Current Period and the Comparable Period, would be the same as the information presented below regarding Noble-UK in all material respects, except operating income for Noble-Cayman for the nine months ended September 30, 2015 and 2014 was $29 million and $55 million higher, respectively, than operating income for Noble-UK for the same periods. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services. In addition, we had non-recurring costs of $49 million during the Comparable Period related to the Spin-off, which we recognized as part of discontinued operations at the Noble-UK level.

Rig Utilization, Operating Days and Average Dayrates

	Average Rig						Operating							Average
	Utilization (1)						Days (2)							Dayrates
	Nine Months Ended						Nine Months Ended							Nine Months Ended
	September 30,						September 30,							September 30,
	2015			2014			2015		2014		% Change			2015		2014		% Change
Jackups		86	%		92	%		2,989		2,691		11	%	$	167,937	$	174,718		-4	%
Semisubmersibles (3)		62	%		74	%		1,379		2,230		-38	%		491,951		425,645		16	%
Drillships		100	%		100	%		2,457		1,979		24	%		506,341		475,459		6	%
Other	N/A				0	%	N/A			—	**			N/A			—	**
Total		84	%		87	%		6,825		6,900		-1	%	$	355,246	$	342,059		4	%

(1)

(2)	Information reflects the number of days that our rigs were operating under contract.

(3)	Includes the contract drilling services revenue portion of the Noble Homer Ferrington arbitration award during the Current Period. Exclusive of the arbitration award, the average dayrate for the nine months ended September 30, 2015 was $393,052.

**	Not a meaningful percentage.

Contract Drilling Services

The following table sets forth the operating results from continuing operations for our contract drilling services segment for the nine months ended September 30, 2015 and 2014 (dollars in thousands):

	Nine Months Ended
	September 30,				Change
	2015		2014		$			%
Operating revenues:
Contract drilling services	$	2,424,481	$	2,360,205	$	64,276			3	%
Reimbursables (1)		70,087		65,307		4,780			7	%
Other		—		1		(1	)	**
	$	2,494,568	$	2,425,513	$	69,055			3	%
Operating costs and expenses:
Contract drilling services	$	934,024	$	1,109,456	$	(175,432	)		-16	%
Reimbursables (1)		55,592		51,579		4,013			8	%
Depreciation and amortization		456,967		446,425		10,542			2	%
General and administrative		61,558		76,826		(15,268	)		-20	%
		1,508,141		1,684,286		(176,145	)		-10	%
Operating income	$	986,427	$	741,227	$	245,200			33	%

(1)	We record reimbursements from customers for out-of-pocket expenses as operating revenues and the related direct costs as operating expenses. Changes in the amount of these reimbursables generally do not have a material effect on our financial position, results of operations or cash flows.

**	Not a meaningful percentage.

Operating Revenues. Changes in contract drilling services revenues for the Current Period as compared to the Comparable Period were driven by a 4 percent increase in average dayrates, partially offset by a 1 percent decrease in operating days. The 4 percent increase in average dayrates increased revenues by approximately $90 million, while the 1 percent decrease in operating days decreased revenues by $26 million.

The increase in contract drilling services revenues relates to our drillships and jackups, which generated approximately $303 million and $32 million more revenue, respectively, in the Current Period. This was partially offset by decreased revenues related to our semisubmersibles, which declined $271 million from the Comparable Period.

The increase in drillship revenues was driven by a 24 percent increase in operating days and a 6 percent increase in average dayrates, resulting in a $227 million and a $76 million increase in revenues, respectively, from the Comparable Period. The increase in both average dayrates and operating days was the result of the newbuilds Noble Sam Croft and the Noble Tom Madden, which commenced their contracts in July 2014 and November 2014, respectively.

The increase in jackup revenues was driven by an 11 percent increase in operating days, resulting in a $52 million increase in revenues from the Comparable Period. The increase in operating days was the result of the commencements of the following newbuilds: Noble Regina Allen, Noble Houston Colbert and Noble Sam Turner in January 2014, March 2014 and August 2014, respectively. Additionally, the Noble David Tinsley experienced full utilization in the Current Period but was off contract for a majority of the Comparable Period. This was partially offset by the Noble Mick O’Brien, which was off contract during the Current Period but experienced full utilization during the Comparable Period. The 4 percent decline in average dayrates resulted in a $20 million decrease in revenues driven by unfavorable dayrate changes on contracts across the jackup fleet.

During the Current Period, we recognized $137 million of dayrate revenues related to the Noble Homer Ferrington arbitration award. Excluding the arbitration award, semisubmersible revenues decreased by $408 million driven by a 38 percent decline in operating days and an 8 percent decline in average dayrates, resulting in a $363 million and a $45 million decline in revenues, respectively, from the Comparable Period. The decrease in both operating days and average dayrates was primarily attributable to the retirement of the Noble Jim Thompson, the Noble Driller and the Noble Paul Wolff as a result of our decision to retire and scrap these rigs based on current market conditions. Additionally, the Noble Max Smith and the Noble Paul Romano were operational during the Comparable Period but were off contract during the Current Period. This was partially offset by the Noble Amos Runner, which operated during the Current Period but was in the shipyard undergoing regulatory inspections and maintenance during a portion of the Comparable Period.

Operating Costs and Expenses. Contract drilling services operating costs and expenses decreased $175 million for the Current Period as compared to the Comparable Period. This was due to decreased costs of $92 million related to the retirement of the Noble Jim Thompson, the Noble Driller and the Noble Paul Wolff and $83 million related to idle or stacked rigs. This was partially offset by crew-up and operating expenses for our newbuild rigs as they commenced, or prepared to commence, operating under contracts, which added approximately $119 million in expense in the Current Period. Additionally, we received $10 million for the reimbursement of costs and fees related to the Noble Homer Ferrington arbitration award during the Current Period that were previously recognized through contract drilling services operating costs and expenses. The remaining $109 million decrease in costs was driven by a $38 million decrease in mobilization and transportation expenses related to certain rig moves during the Comparable Period, a $28 million decrease in labor costs, a $17 million decrease in other rig-related expenses, a $12 million decrease in operations support costs, a $9 million decrease in repair and maintenance costs and a $5 million decrease in insurance costs related to our policy renewal in March 2015.

The increase in depreciation and amortization in the Current Period from the Comparable Period was primarily attributable to assets placed in service, including the newbuilds noted above, partially offset by the retirement of the three semisubmersible rigs discussed above.

Other Income and Expenses

General and administrative expenses. Overall, general and administrative expenses decreased $16 million in the Current Period as compared to the Comparable Period primarily as a result of decreased legal and other professional fees.

Interest Expense, net of amount capitalized. Interest expense, net of amount capitalized, increased $47 million in the Current Period as compared to the Comparable Period. The increase is a result of the issuance of $1.1 billion of senior notes in March 2015, coupled with a reduction in capitalized interest in the Current Period as compared to the Comparable Period due primarily to the completion of construction on four of our newbuild jackups and two of our newbuild drillships. During the Current Period, we capitalized approximately 10 percent of total interest charges versus approximately 25 percent during the Comparable Period.

Interest Income and Other, Net. Interest income and other, net increased $37 million in the Current Period as compared to the Comparable Period. The increase is primarily the result of $30 million of interest income recognized in connection with the Noble Homer Ferrington arbitration award, coupled with $5 million of interest received on an IRS tax refund for the years 2006 and 2007 during the Current Period.

Income Tax Provision. Our income tax provision increased $14 million in the Current Period, of which $29 million related to the Noble Homer Ferrington arbitration award. Excluding the arbitration award, our income tax provision decreased by $15 million. A 21 percent decrease in the worldwide effective tax rate generated a $25 million decrease in income tax expense. The decrease in the worldwide effective tax rate was primarily a result of the geographic mix of pre-tax income, the effect of lower downtime coupled with cost reduction measures, as well as various discrete items. This was partially offset by a 9 percent increase in pre-tax earnings during the Current Period, which increased income tax expense by $10 million.

Discontinued Operations. Net income from discontinued operations for the Comparable Period was $176 million. Revenues reported within discontinued operations were $1.0 billion during the Comparable Period. Operating income included within discontinued operations was $233 million during the Comparable Period. There was no activity related to discontinued operations during the Current Period.

Liquidity and Capital Resources

Overview

Cash flows from discontinued operations are combined with cash flows from continuing operations within each cash flow statement category on our Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 included in this Quarterly Report on Form 10-Q. Net cash from operating activities was $1.3 billion in the Current Period and $1.4 billion in the Comparable Period. We had working capital of $32 million and $260 million at September 30, 2015 and December 31, 2014, respectively.

Net cash used in investing activities in the Current Period was $321 million as compared to $1.8 billion in the Comparable Period. The variance primarily relates to lower newbuild expenditures, coupled with expenditures for Paragon Offshore in the Comparable Period.

Net cash used in financing activities in the Current Period was $835 million as compared to net cash provided from financing activities of $366 million in the Comparable Period. During the Current Period, our primary uses of cash included the repayment of our $350 million 3.45% Senior Notes in August 2015, coupled with shareholder dividend payments of approximately $278 million, the repurchase of 6.2 million shares during the period for $101 million, and dividends paid to noncontrolling interests of approximately $57 million. Our total debt as a percentage of total debt plus equity was 37.2 percent at September 30, 2015 as compared to 40.1 percent at December 31, 2014. Although we issued $1.1 billion of Senior Notes in March 2015, this amount was substantially offset by a net reduction in indebtedness outstanding on our Credit Facilities and commercial paper program during the Current Period as a result of the application of proceeds from the senior note offering.

Our principal source of capital in the Current Period was cash generated from operating activities coupled with the $1.1 billion Senior Notes offering in March 2015. Cash generated during the Current Period was primarily used for the following:

repay indebtedness outstanding under our Credit Facilities and commercial paper program;

normal recurring operating expenses;

repayment of our $350 million 3.45% Senior Notes;

payment of our quarterly dividends;

capital expenditures; and

repurchase 6.2 million shares.

Our currently anticipated cash flow needs, both in the short-term and long-term, may include the following:

normal recurring operating expenses;

committed and discretionary capital expenditures;

repayment of maturing debt;

payment of dividends; and

repurchase of shares.

We currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, borrowings under our existing or future credit facilities and commercial paper program, potential issuances of long-term debt, or asset sales. However, to

adequately cover our expected cash flow needs, we may require capital in excess of the amount available from these sources, and we may seek additional sources of liquidity and/or delay or cancel certain discretionary capital expenditures or other payments as necessary.

At September 30, 2015, we had a total contract drilling services backlog of approximately $8.1 billion. Our backlog as of September 30, 2015 includes a commitment of 78 percent of available days for the remainder of 2015 and 67 percent of available days for 2016. For additional information regarding our backlog, see “Contract Drilling Services Backlog.”

Capital Expenditures

Capital expenditures, including capitalized interest, totaled $280 million and $1.7 billion for the nine months ended September 30, 2015 and 2014, respectively. Capital expenditures during the first nine months of 2015 consisted of the following:

$221 million for sustaining capital, major projects, subsea related expenditures and upgrades and replacements to drilling equipment;

$41 million on newbuilds, including costs for the Noble Lloyd Noble and trailing costs on our recently completed newbuilds; and

$18 million in capitalized interest.

Our total capital expenditure estimate for 2015 is approximately $450 million, which includes capitalized interest that may fluctuate as a result of the timing of completion of ongoing projects.

In connection with our capital expenditure program, as of September 30, 2015, we had outstanding commitments, including shipyard and purchase commitments, for approximately $676 million, all of which we expect to spend within the next twelve months.

From time to time we consider possible projects that would require expenditures that are not included in our capital budget, and such unbudgeted expenditures could be significant. In addition, we will continue to evaluate acquisitions of drilling units from time to time. Other factors that could cause actual capital expenditures to materially exceed plan include delays and cost overruns in shipyards (including costs attributable to labor shortages), shortages of equipment, latent damage or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions, changes in governmental regulations and requirements and changes in design criteria or specifications during repair or construction.

Dividends

On October 23, 2015, our Board of Directors approved the payment of a quarterly dividend to shareholders of $0.15 per share. The payment is expected to total approximately $37 million, based on the number of shares currently outstanding.

The declaration and payment of dividends require authorization of the Board of Directors of Noble-UK and such dividends on issued share capital may be paid only out of Noble-UK’s “distributable reserves” on its statutory balance sheet. Noble-UK is not permitted to pay dividends out of share capital, which includes share premiums. The amount, or continuance, of future dividends will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual restrictions, anticipated capital needs and other factors deemed relevant by our Board of Directors and we may decide to change our dividend at any time.

Share Repurchases

In December 2014, we received shareholder approval to repurchase up to 37,000,000 additional ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. Any repurchases are expected to be funded using cash on hand, cash from operations or short-term borrowings under our credit facilities. The authority to make such repurchases will expire on the later of April 2016 or the end of the Company’s 2016 annual general meeting of shareholders, at which time we could seek shareholder approval for further repurchases.

In January 2015, we repurchased 6.2 million of our ordinary shares at an average price of $16.10 per share, excluding commissions and stamp tax. Including these items, the average price paid per share during January 2015 was $16.21. There can be no

assurance as to the timing or amount of any such further repurchases. However, we intend to take a cautious approach to future share repurchases at least until market conditions in the offshore drilling business stabilize.

Credit Facilities and Senior Unsecured Notes

Credit Facilities and Commercial Paper Program

We have a commercial paper program, which allows us to issue up to $2.4 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our Credit Facilities and, therefore, are classified as long-term on our Consolidated Balance Sheet. The outstanding amounts of commercial paper reduce availability under our Credit Facilities.

Our total debt related to the Credit Facilities and commercial paper program was $1.1 billion at December 31, 2014. At September 30, 2015, we had no amounts outstanding under the Credit Facilities and commercial paper program, therefore, we had $2.7 billion of available capacity under the Credit Facilities.

Senior Unsecured Notes

Our total debt related to senior unsecured notes was $4.5 billion at September 30, 2015 as compared to $3.7 billion at December 31, 2014. The increase in senior unsecured notes outstanding is a result of the issuance of $1.1 billion aggregate principal amount of senior notes in March 2015, which we issued through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”). These senior notes were issued in three separate tranches, consisting of $250 million of 4.00% Senior Notes due 2018, $450 million of 5.95% Senior Notes due 2025, and $400 million of 6.95% Senior Notes due 2045. The weighted average coupon of all three tranches is 5.87%. The interest rate on these senior notes may be increased if the credit rating applicable to the notes is downgraded below certain specified levels. The net proceeds of approximately $1.08 billion, after expenses, were used to repay indebtedness outstanding under our Credit Facilities and commercial paper program.

In August 2015, we repaid our $350 million 3.45% Senior Notes using cash on hand.

Covenants

In addition to the covenants from the Credit Facilities noted above, the indentures governing our outstanding senior unsecured notes contain covenants that place restrictions on certain merger and consolidation transactions, unless we are the surviving entity or the other party assumes the obligations under the indenture, and on the ability to sell or transfer all or substantially all of our assets. In addition, there are restrictions on incurring or assuming certain liens and entering into sale and lease-back transactions. At September 30, 2015, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and expect to remain in compliance during the remainder of 2015.

New Accounting Pronouncements

In July 2015, the FASB issued ASU No. 2015-12 which amends ASC Topic 960, “Plan Accounting-Defined Benefit Pension Plans”, ASC Topic 962, “Defined Contribution Pension Plans”, and ASC Topic 965, “Health and Welfare Benefit Plans”. There are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-directed investments) of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical expedient for employee benefit plans as available in ASU No. 2015-04, which allows employers to measure defined benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of the new guidance should be applied on a prospective basis. This guidance is effective for interim and annual reporting periods beginning after December 15, 2015. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential for loss due to a change in the value of a financial instrument as a result of fluctuations in interest rates, currency exchange rates or equity prices, as further described below.

Interest Rate Risk

We are subject to market risk exposure related to changes in interest rates on borrowings under the Credit Facilities and commercial paper program. Interest on borrowings under the Credit Facilities is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreements. At September 30, 2015, we had no borrowings outstanding under our Credit Facilities and commercial paper program, which is supported by the Credit Facilities.

Access to our commercial paper program is dependent upon our credit ratings. A decline in our credit ratings below investment grade would prohibit us from accessing the commercial paper market. If we were unable to access the commercial paper market, we would likely transfer any outstanding borrowings to our Credit Facilities. Our Credit Facilities have interest rates that are generally higher than those found in the commercial paper market, which would result in increased interest expense in the future.

In addition, our Credit Facilities and certain of our senior unsecured notes have provisions which vary the applicable interest rates based upon our credit ratings. If our credit ratings were to decline to certain specified levels, the interest expense under our Credit Facilities and certain of our senior unsecured notes would increase.

We maintain certain debt instruments at a fixed rate whose fair value will fluctuate based on changes in interest rates and market perceptions of our credit risk. The fair value of our total debt was $3.5 billion and $4.5 billion at September 30, 2015 and December 31, 2014, respectively. The decrease in the fair value of debt relates to the overall decline of our sector in the marketplace coupled with the repayment of our $350 million 3.45% Senior Notes, which matured in August 2015.

Foreign Currency Risk

Although we are a U.K. company, we define foreign currency as any non-U.S. denominated currency. Our functional currency is primarily the U.S. Dollar, which is consistent with the oil and gas industry. However, outside the United States, a portion of our expenses are incurred in local currencies. Therefore, when the U.S. Dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in U.S. Dollars will increase (decrease).

We are exposed to risks on future cash flows to the extent that local currency expenses exceed revenues denominated in local currency that are other than the functional currency. To help manage this potential risk, we periodically enter into derivative instruments to manage our exposure to fluctuations in currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. These contracts are primarily accounted for as cash flow hedges, with the effective portion of changes in the fair value of the hedge recorded on the Consolidated Balance Sheet and in “Accumulated other comprehensive loss” (“AOCL”). Amounts recorded in AOCL are reclassified into earnings in the same period or periods that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of the hedged item is recorded directly to earnings. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

Our North Sea, Australian and Brazilian operations have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we periodically enter into forward contracts, which settle monthly in the operations’ respective local currencies. All of these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of 2015 represent approximately 60 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately $23 million at September 30, 2015. Total unrealized losses related to these forward contracts were approximately $1 million as of September 30, 2015 and were recorded as part of AOCL. A 10 percent change in the exchange rate for the local currencies would change the fair value of these forward contracts by approximately $2 million.

Market Risk

We have a U.S. noncontributory defined benefit pension plan that covers certain salaried employees and a U.S. noncontributory defined benefit pension plan that covers certain hourly employees, whose initial date of employment is prior to August 1, 2004 (collectively referred to as our “qualified U.S. plans”). These plans are governed by the Noble Drilling Employees’ Retirement Trust. The benefits from these plans are based primarily on years of service and, for the salaried plan, employees’ compensation near retirement. These plans are designed to qualify under the Employee Retirement Income Security Act of 1974 (“ERISA”), and our funding policy is consistent with funding requirements of ERISA and other applicable laws and regulations. We make cash contributions, or utilize credits available to us, for the qualified U.S. plans when required. The benefit amount that can be covered by the qualified U.S. plans is limited under ERISA and the Internal Revenue Code (“IRC”) of 1986. Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain benefits for specified employees at the formula level in the qualified salary U.S. plan. We refer to the qualified U.S. plans and the excess benefit plan collectively as the “U.S. plans”.

In addition to the U.S. plans, each of Noble Drilling (Land Support) Limited and Noble Resources Limited, both indirect, wholly-owned subsidiaries of Noble-UK, maintains a pension plan that covers all of its salaried, non-union employees, whose most recent date of employment is prior to April 1, 2014 (collectively referred to as our “non-U.S. plans”). Benefits are based on credited service and employees’ compensation, as defined by the plans.

Changes in market asset values related to the pension plans noted above could have a material impact upon our Consolidated Statement of Comprehensive Income and could result in material cash expenditures in future periods.

Item 4. Controls and Procedures

David W. Williams, Chairman, President and Chief Executive Officer of Noble-UK, and James A. MacLennan, Senior Vice President and Chief Financial Officer of Noble-UK, have evaluated the disclosure controls and procedures of Noble-UK as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. MacLennan have concluded that Noble-UK’s disclosure controls and procedures were effective as of September 30, 2015. Noble-UK’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-UK in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

David W. Williams, President and Chief Executive Officer of Noble-Cayman, and Dennis J. Lubojacky, Vice President and Chief Financial Officer of Noble-Cayman, have evaluated the disclosure controls and procedures of Noble-Cayman as of the end of

the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-Cayman’s disclosure controls and procedures were effective as of September 30, 2015. Noble-Cayman’s disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Cayman in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

There was no change in either Noble-UK’s or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-UK or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Notes 6 and 14 to our consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Under UK law, the Company is only permitted to purchase its own shares by way of an “off-market purchase” in a plan approved by shareholders. In December 2014, we received shareholder approval to repurchase up to 37,000,000 ordinary shares, or approximately 15 percent of our outstanding ordinary shares at the time of the shareholder approval. Any repurchases are expected to be funded using cash on hand, cash from operations or short-term borrowings under our Credit Facilities. The authority to make such repurchases will expire on the later of April 2016 or the end of the Company’s 2016 annual general meeting of shareholders, at which time we could seek shareholder approval for further repurchases. The Company may only fund the purchase of its own shares out of distributable reserves or the proceeds of a new issue of shares made expressly for that purpose. The Company currently has adequate distributable reserves to fund its currently approved repurchase plan. If any premium above the nominal value of the purchased shares is paid, it must be paid out of distributable reserves. Any shares purchased by the Company out of distributable reserves may be held as treasury shares or cancelled at the Company’s election. During the three months ended September 30, 2015, there were no repurchases by Noble-UK of its shares.

Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this Quarterly Report on Form 10-Q and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Noble Corporation plc, a public limited company incorporated under the laws of England and Wales

/s/ David W. Williams		November 4, 2015
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ James A. MacLennan
James A. MacLennan Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Noble Corporation, a Cayman Islands company

/s/ David W. Williams		November 4, 2015
David W. Williams President and Chief Executive Officer (Principal Executive Officer)		Date

/s/ Dennis J. Lubojacky
Dennis J. Lubojacky Vice President and Chief Financial Officer (Principal Financial Officer)

Index to Exhibits

Exhibit
Number		Exhibit

2.1		Merger Agreement, dated as of June 30, 2013, between Noble Corporation, a Swiss corporation (“Noble-Swiss”) and Noble Corporation Limited (“Noble-UK”) (filed as Exhibit 2.1 to Noble-Swiss’ Current Report on Form 8-K filed on July 1, 2013 and incorporated herein by reference).

2.2		Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008, among Noble Corporation, a Swiss corporation (“Noble-Swiss”), Noble Corporation, a Cayman Islands company (“Noble-Cayman”), and Noble Cayman Acquisition Ltd. (filed as Exhibit 1.1 to Noble-Cayman’s Current Report on Form 8-K filed on December 22, 2008 and incorporated herein by reference).

2.3		Amendment No. 1 to Agreement and Plan of Merger, Reorganization and Consolidation, dated as of February 4, 2009, among Noble-Swiss, Noble-Cayman and Noble Cayman Acquisition Ltd. (filed as Exhibit 2.2 to Noble-Cayman’s Current Report on Form 8-K filed on February 4, 2009 and incorporated herein by reference).

2.4		Master Separation Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 2.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

3.1		Composite Copy of Articles of Association of Noble-UK, as of June 10, 2014 (filed as Exhibit 3.1 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference).

3.2		Memorandum and Articles of Association of Noble-Cayman (filed as Exhibit 3.1 to Noble-Cayman’s Current Report on Form 8-K filed on March 30, 2009 and incorporated herein by reference).

4.1		Revolving Credit Agreement dated as of January 26, 2015, among Noble-Cayman and Noble International Finance Company, a Cayman Islands company, as borrowers; JPMorgan Chase Bank, N.A., as administrative agent and a swingline lender; Wells Fargo Bank, National Association, as a swingline lender; the lenders party thereto; Barclays Bank PLC, Citibank, N.A., DNB Bank ASA New York Branch, HSBC Bank USA, N.A., SunTrust Bank and Wells Fargo, as co-syndication agents; BNP Paribas, Credit Suisse AG, Cayman Islands Branch and Mizuho Bank, Ltd, as co-documentation agents; and J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., DNB Markets, Inc., HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint lead bookrunners (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on January 29, 2015 and incorporated herein by reference).

4.2		364-Day Revolving Credit Agreement dated as of January 29, 2015, among Noble-Cayman and Noble International Finance Company, a Cayman Islands company, as borrowers; JPMorgan, as administrative agent; the lenders party thereto; Barclays Bank PLC, Citibank, N.A. and HSBC Bank USA, N.A., as co-syndication agents; BNP Paribas, as documentation agent; and J.P. Morgan Securities LLC, Barclays Bank PLC, Citigroup Global Markets Inc., and HSBC Securities (USA) Inc., as joint lead arrangers and joint lead bookrunners (filed as Exhibit 4.2 to Noble-UK’s Current Report on Form 8-K filed on January 29, 2015 and incorporated herein by reference).

4.3		Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.1 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).

4.4		First Supplemental Indenture, dated as of March 16, 2015, among Noble Holding International Limited, as Issuer, Noble Corporation, as Guarantor, and Wells Fargo N.A., as Trustee, relating to 4.000% senior notes due 2018, 5.950% senior notes due 2025 and 6.95% senior notes due 2045 of Noble Holding International Limited (filed as Exhibit 4.2 to Noble-UK’s Current Report on Form 8-K filed on March 16, 2015 and incorporated herein by reference).

10.1		Tax Sharing Agreement, dated as of July 31, 2014, between Noble-UK and Paragon Offshore plc. (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.2		Employee Matters Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.3		Transition Services Agreement, dated as of July 31, 2014, between Noble-Cayman and Paragon Offshore plc. (filed as Exhibit 10.3 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.4		Transition Services Agreement (Brazil), dated as of July 31, 2014, among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon Offshore plc, Noble-Cayman, Noble Dave Beard Limited and Noble Drilling (Nederland) II B.V. (filed as Exhibit 10.4 to Noble-UK’s Current Report on Form 8-K filed on August 5, 2014 and incorporated herein by reference).

10.5*		Noble Corporation 2015 Short Term Incentive Plan (filed as Exhibit 10.5 to Noble-UK’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference).

10.6*		Noble Corporation 2015 Omnibus Incentive Plan, effective May 1, 2015 (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on April 29, 2015 and incorporated herein by reference).

10.7*		Amended and Restated Form of Noble-UK 2013 Performance-Vested Restricted Stock Unit Award under the Noble-UK 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.1 to Noble-UK’s Current Report on Form 8-K filed on October 16, 2014 and incorporated herein by reference).

10.8*		Amended and Restated Form of Noble-UK 2014 Performance-Vested Restricted Stock Unit Award under the Noble-UK 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 10.2 to Noble-UK’s Current Report on Form 8-K filed on October 16, 2014 and incorporated herein by reference).

31.1		Certification of David W. Williams pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a-14(a) or Rule 15d-14(a), for Noble-UK and for Noble-Cayman.

31.2		Certification of James A. MacLennan pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a), for Noble-UK.

31.3		Certification of Dennis J. Lubojacky pursuant to the U.S. Securities Exchange Act of 1934, as amended, Rule 13a- 14(a) or Rule 15d-14(a), for Noble-Cayman.

32.1+		Certification of David W. Williams pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-UK and for Noble-Cayman.

32.2+		Certification of James A. MacLennan pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-UK.

32.3+		Certification of Dennis J. Lubojacky pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Noble-Cayman.

101		Interactive Data File

*	Management contract or compensatory plan or arrangement

+	Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.