Note 17— Condensed Consolidating Financial Information

Guarantees of Registered Securities

Noble-Cayman, or one or more 100 percent owned subsidiaries of Noble-Cayman, is an issuer, co-issuer or full and unconditional guarantor or otherwise obligated as of June 30, 2018 with respect to registered securities as follows (see “Note 7— Debt” for additional information):



	Issuer
Notes ⁽¹⁾	(Co-Issuer(s))	Guarantor
$250 million 5.75% Senior Notes due 2018	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019 ⁽²⁾	NHUS	Noble-Cayman
	Noble Drilling Holding, LLC (“NDH” )
	Noble Drilling Services 6 LLC (“NDS6”)
$168 million 4.90% Senior Notes due 2020	NHIL	Noble-Cayman
$209 million 4.625% Senior Notes due 2021	NHIL	Noble-Cayman
$126 million 3.95% Senior Notes due 2022	NHIL	Noble-Cayman
$1 billion 7.75% Senior Notes due 2024	NHIL	Noble-Cayman
$450 million 7.95% Senior Notes due 2025	NHIL	Noble-Cayman
$400 million 6.20% Senior Notes due 2040	NHIL	Noble-Cayman
$400 million 6.05% Senior Notes due 2041	NHIL	Noble-Cayman
$500 million 5.25% Senior Notes due 2042	NHIL	Noble-Cayman
$400 million 8.95% Senior Notes due 2045	NHIL	Noble-Cayman

⁽¹⁾Our 2026 Notes are excluded from this list as they are unregistered securities issued in a non-public offering.

⁽²⁾ In February 2018, the entire remaining principal amount of 2019 Notes were redeemed and, as a result, we have prospectively eliminated NHUS, NDH, and NDS6 as guarantors in the current year presentation of the Condensed Consolidating Financial Information. However, prior year information is presented as previously reported.

The following condensed consolidating financial statements of Noble-Cayman, NHUS, NDH, NHIL, NDS6 and all other subsidiaries present investments in both consolidated and unconsolidated affiliates using the equity method of accounting.

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2018

(in thousands)

(Unaudited)



	Noble - Cayman		NHIL		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	265	$	—	$	410,407		$	—		$	410,672
Accounts receivable	—		—		212,229			—			212,229
Taxes receivable	—		—		12,811			—			12,811
Short-term notes receivable from affiliates	—		—		3,175,662			(3,175,662		)	—
Accounts receivable from affiliates	575,456		60,945		4,569,424			(5,205,825		)	—
Prepaid expenses and other current assets	—		—		60,628			—			60,628
Total current assets	575,721		60,945		8,441,161			(8,381,487		)	696,340
Property and equipment, at cost	—		—		10,924,509			—			10,924,509
Accumulated depreciation	—		—		(2,403,099		)	—			(2,403,099		)
Property and equipment, net	—		—		8,521,410			—			8,521,410
Notes receivable from affiliates	3,177,249		—		—			(3,177,249		)	—
Investments in affiliates	4,357,569		12,209,685		—			(16,567,254		)	—
Other assets	915		—		174,194			—			175,109
Total assets	$	8,111,454	$	12,270,630	$	17,136,765		$	(28,125,990	)	$	9,392,859
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables to affiliates	$	—	$	3,175,662	$	—		$	(3,175,662	)	$	—
Accounts payable	2		—		93,429			—			93,431
Accrued payroll and related costs	—		—		41,821			—			41,821
Accounts payable to affiliates	3,729,486		839,938		636,401			(5,205,825		)	—
Taxes payable	—		—		33,278			—			33,278
Interest payable	262		100,517		2,628			—			103,407
Other current liabilities	—		—		64,928			—			64,928
Total current liabilities	3,729,750		4,116,117		872,485			(8,381,487		)	336,865
Long-term debt	—		3,842,617					—			3,842,617
Notes payable to affiliates	—		—		3,177,249			(3,177,249		)	—
Deferred income taxes	—		—		155,961			—			155,961
Other liabilities	19,929		—		264,894			—			284,823
Total liabilities	3,749,679		7,958,734		4,470,589			(11,558,736		)	4,620,266
Commitments and contingencies								—
Total shareholder equity	4,361,775		4,311,896		12,255,358			(16,567,254		)	4,361,775
Noncontrolling interests	—		—		410,818			—			410,818
Total equity	4,361,775		4,311,896		12,666,176			(16,567,254		)	4,772,593
Total liabilities and equity	$	8,111,454	$	12,270,630	$	17,136,765		$	(28,125,990	)	$	9,392,859

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2017

(in thousands)

(Unaudited)



	Noble- Cayman		NHUS		NDH			NHIL		NDS6		Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	11	$	—	$	23,160		$	29,324	$	—	$	609,516		$	—		$	662,011
Accounts receivable	—		—		24,722			—		—		179,974			—			204,696
Taxes receivable	—		93,302		3			—		—		12,040			—			105,345
Short-term notes receivable from affiliates	—		—		119,476			—		2,373,452		—			(2,492,928		)	—
Accounts receivable from affiliates	594,456		1,454		144,367			60,945		465,749		5,813,846			(7,080,817		)	—
Prepaid expenses and other current assets	—		—		1,477			—		1		63,963			—			65,441
Total current assets	594,467		94,756		313,205			90,269		2,839,202		6,679,339			(9,573,745		)	1,037,493
Property and equipment, at cost	—		—		857,784			—		—		11,176,547			—			12,034,331
Accumulated depreciation	—		—		(110,005		)	—		—		(2,435,086		)	—			(2,545,091		)
Property and equipment, net	—		—		747,779			—		—		8,741,461			—			9,489,240
Notes receivable from affiliates	3,177,248		—		1,199,815			—		3,943,299		1,175,300			(9,495,662		)	—
Investments in affiliates	4,933,978		4,550,358		5,252,135			12,560,598		7,237,474		—			(34,534,543		)	—
Other assets	2,663		16,775		8,372			—		—		238,718			—			266,528
Total assets	$	8,708,356	$	4,661,889	$	7,521,306		$	12,650,867	$	14,019,975	$	16,834,818		$	(53,603,950	)	$	10,793,261
LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables to affiliates	$	—	$	1,605,243	$	—		$	—	$	—	$	887,685		$	(2,492,928	)	$	—
Current maturities of long-term debt	—		—		—			249,843		—		—			—			249,843
Accounts payable	—		—		1,467			—		—		82,406			—			83,873
Accrued payroll and related costs	—		—		4,780			—		—		50,124			—			54,904
Accounts payable to affiliates	3,410,669		393,073		1,770,066			661,375		—		845,634			(7,080,817		)	—
Taxes payable	—		—		—			—		—		33,965			—			33,965
Interest payable	2,211		—		—			83,960		12,018		—			—			98,189
Other current liabilities	—		—		5,169			—		—		66,297			—			71,466
Total current liabilities	3,412,880		1,998,316		1,781,482			995,178		12,018		1,966,111			(9,573,745		)	592,240
Long-term debt	—		—		—			3,594,332		201,535		—			—			3,795,867
Notes payable to affiliates	—		700,000		474,637			3,175,663		—		5,145,362			(9,495,662		)	—
Deferred income taxes	—		—		5			—		—		164,957			—			164,962
Other liabilities	19,929		—		30,330			—		—		239,919			—			290,178
Total liabilities	3,432,809		2,698,316		2,286,454			7,765,173		213,553		7,516,349			(19,069,407		)	4,843,247
Commitments and contingencies
Total shareholder equity	5,275,547		1,963,573		5,234,852			4,885,694		13,806,422		8,644,002			(34,534,543		)	5,275,547
Noncontrolling interests	—		—		—			—		—		674,467			—			674,467
Total equity	5,275,547		1,963,573		5,234,852			4,885,694		13,806,422		9,318,469			(34,534,543		)	5,950,014
Total liabilities and equity	$	8,708,356	$	4,661,889	$	7,521,306		$	12,650,867	$	14,019,975	$	16,834,818		$	(53,603,950	)	$	10,793,261

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2018

(in thousands)

(Unaudited)



	Noble- Cayman			NHIL			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	247,689		$	—		$	247,689
Reimbursables and other	—			—			10,680			—			10,680
Total operating revenues	—			—			258,369			—			258,369
Operating costs and expenses
Contract drilling services	74			793			149,881			—			150,748
Reimbursables	—			—			8,297			—			8,297
Depreciation and amortization	—			—			128,173			—			128,173
General and administrative	32			565			7,524			—			8,121
Loss on impairment	—			—			792,843			—			792,843
Total operating costs and expenses	106			1,358			1,086,718			—			1,088,182
Operating loss	(106		)	(1,358		)	(828,349		)	—			(829,813		)
Other income (expense)
Income (loss) of unconsolidated affiliates	(613,855		)	(363,431		)	—			977,286			—
Interest expense	(15		)	(105,771		)	(11,889		)	43,545			(74,130		)
Interest income and other, net	1,586			(2		)	44,812			(43,545		)	2,851
Income (loss) before income taxes	(612,390		)	(470,562		)	(795,426		)	977,286			(901,092		)
Income tax benefit	—			—			38,733			—			38,733
Net income (loss)	(612,390		)	(470,562		)	(756,693		)	977,286			(862,359		)
Net income attributable to noncontrolling interests	—			—			249,969			—			249,969
Net income (loss) attributable to Noble Corporation	(612,390		)	(470,562		)	(506,724		)	977,286			(612,390		)
Other comprehensive income (loss), net	(2,446		)	—			(2,446		)	2,446			(2,446		)
Comprehensive income (loss) attributable to Noble Corporation	$	(614,836	)	$	(470,562	)	$	(509,170	)	$	979,732		$	(614,836	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2018

(in thousands)

(Unaudited)



	Noble- Cayman			NHIL			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	476,795		$	—		$	476,795
Reimbursables and other	—			—			16,731			—			16,731
Total operating revenues	—			—			493,526			—			493,526
Operating costs and expenses
Contract drilling services	155			1,397			285,603			—			287,155
Reimbursables	—			—			12,647			—			12,647
Depreciation and amortization	—			—			255,812			—			255,812
General and administrative	65			1,183			20,330			—			21,578
Loss on impairment	—			—			792,843			—			792,843
Total operating costs and expenses	220			2,580			1,367,235			—			1,370,035
Operating loss	(220		)	(2,580		)	(873,709		)	—			(876,509		)
Other income (expense)
Income (loss) of unconsolidated affiliates	(744,671		)	(350,913		)	—			1,095,584			—
Interest expense	(460		)	(225,592		)	(11,889		)	87,796			(150,145		)
Gain (loss) on extinguishment of debt, net	(2,336		)	5,419			(11,851		)	—			(8,768		)
Interest income and other, net	3,154			(131		)	88,970			(87,796		)	4,197
Income (loss) before income taxes	(744,533		)	(573,797		)	(808,479		)	1,095,584			(1,031,225		)
Income tax benefit	—			—			35,737			—			35,737
Net income (loss)	(744,533		)	(573,797		)	(772,742		)	1,095,584			(995,488		)
Net income attributable to noncontrolling interests	—			—			250,955			—			250,955
Net income (loss) attributable to Noble Corporation	(744,533		)	(573,797		)	(521,787		)	1,095,584			(744,533		)
Other comprehensive income (loss), net	(1,455		)	—			(1,455		)	1,455			(1,455		)
Comprehensive income (loss) attributable to Noble Corporation	$	(745,988	)	$	(573,797	)	$	(523,242	)	$	1,097,039		$	(745,988	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME and COMPREHENSIVE INCOME (LOSS)

Three Months Ended June 30, 2017

(in thousands)

(Unaudited)



	Noble- Cayman			NHUS			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	39,988		$	—		$	—		$	241,488		$	(9,944	)	$	271,532
Reimbursables and other	—			—			892			—			—			5,718			—			6,610
Total operating revenues	—			—			40,880			—			—			247,206			(9,944		)	278,142
Operating costs and expenses
Contract drilling services	(866		)	3,362			12,687			(10,834		)	—			167,862			(9,944		)	162,267
Reimbursables	—			—			472			—			—			3,922			—			4,394
Depreciation and amortization	—			—			14,005			—			—			120,628			—			134,633
General and administrative	(442		)	1,538			—			(5,941		)	5			18,071			—			13,231
Total operating costs and expenses	(1,308		)	4,900			27,164			(16,775		)	5			310,483			(9,944		)	314,525
Operating income (loss)	1,308			(4,900		)	13,716			16,775			(5		)	(63,277		)	—			(36,383		)
Other income (expense)
Income (loss) of unconsolidated affiliates	(85,274		)	(99,354		)	39,114			48,476			5,647			—			91,391			—
Income (loss) of unconsolidated affiliates - discontinued operations, net of tax	2,967			4,566			—			—			—			—			(7,533		)	—
Interest expense	(2,578		)	(6,345		)	(3,291		)	(107,686		)	(3,854		)	(23,134		)	73,679			(73,209		)
Interest income and other, net	2,646			(26		)	14,309			720			53,560			5,608			(73,679		)	3,138
Income (loss) from continuing operations before income taxes	(80,931		)	(106,059		)	63,848			(41,715		)	55,348			(80,803		)	83,858			(106,454		)
Income tax benefit (provision)	—			66,127			(835		)	—			—			(47,079		)	—			18,213
Net income (loss) from continuing operations	(80,931		)	(39,932		)	63,013			(41,715		)	55,348			(127,882		)	83,858			(88,241		)
Net income (loss) from discontinuing operations, net of tax				(1,598		)	—			—			—			4,565			—			2,967
Net Income (loss)	(80,931		)	(41,530		)	63,013			(41,715		)	55,348			(123,317		)	83,858			(85,274		)
Net (income) loss attributable to noncontrolling interests	—			—			—			—			—			4,821			(478		)	4,343
Net income (loss) attributable to Noble Corporation	(80,931		)	(41,530		)	63,013			(41,715		)	55,348			(118,496		)	83,380			(80,931		)
Other comprehensive income (loss), net	1,318			—			—			—			—			1,318			(1,318		)	1,318
Comprehensive income (loss) attributable to Noble Corporation	$	(79,613	)	$	(41,530	)	$	63,013		$	(41,715	)	$	55,348		$	(117,178	)	$	82,062		$	(79,613	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME and COMPREHENSIVE INCOME (LOSS)

Six Months Ended June 30, 2017

(in thousands)

(Unaudited)



	Noble- Cayman			NHUS			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	—		$	87,092		$	—		$	—		$	566,212		$	(27,113	)	$	626,191
Reimbursables and other	—			—			2,028			—			—			12,899			—			14,927
Total operating revenues	—			—			89,120			—			—			579,111			(27,113		)	641,118
Operating costs and expenses
Contract drilling services	135			5,933			24,186			1,653			—			317,873			(27,113		)	322,667
Reimbursables	—			—			1,292			—			—			8,248			—			9,540
Depreciation and amortization	—			—			30,520			—			—			239,831			—			270,351
General and administrative	71			2,845			—			892			9			18,478			—			22,295
Total operating costs and expenses	206			8,778			55,998			2,545			9			584,430			(27,113		)	624,853
Operating income (loss)	(206		)	(8,778		)	33,122			(2,545		)	(9		)	(5,319		)	—			16,265
Other income (expense)
Income (loss) of unconsolidated affiliates	(380,376		)	(412,919		)	41,483			145,293			56,266			—			550,253			—
Income (loss) of unconsolidated affiliates - discontinued operations, net of tax	2,967			4,566			—			—			—			—			(7,533		)	—
Interest expense	(5,183		)	(23,856		)	(6,383		)	(213,688		)	(7,671		)	(80,447		)	190,572			(146,656		)
Interest income and other, net	7,278			(91		)	54,211			4,923			116,978			11,914			(190,572		)	4,641
Income (loss) from continuing operations before income taxes	(375,520		)	(441,078		)	122,433			(66,017		)	165,564			(73,852		)	542,720			(125,750		)
Income tax benefit (provision)	—			116,586			(326		)	—			—			(355,420		)	—			(239,160		)
Net income (loss) from continuing operations	(375,520		)	(324,492		)	122,107			(66,017		)	165,564			(429,272		)	542,720			(364,910		)
Net income (loss) from discontinuing operations, net of tax	—			(1,598		)	—			—			—			4,565			—			2,967
Net Income (loss)	(375,520		)	(326,090		)	122,107			(66,017		)	165,564			(424,707		)	542,720			(361,943		)
Net income attributable to noncontrolling interests	—			—			—			—			—			(12,761		)	(816		)	(13,577		)
Net income (loss) attributable to Noble Corporation	(375,520		)	(326,090		)	122,107			(66,017		)	165,564			(437,468		)	541,904			(375,520		)
Other comprehensive income (loss), net	1,786			—			—			—			—			1,786			(1,786		)	1,786
Comprehensive income (loss) attributable to Noble Corporation	$	(373,734	)	$	(326,090	)	$	122,107		$	(66,017	)	$	165,564		$	(435,682	)	$	540,118		$	(373,734	)

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2018

(in thousands)

(Unaudited)



	Noble- Cayman			NHIL			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	15,220		$	(206,481	)	$	270,815		$	—	$	79,554
Cash flows from investing activities
Capital expenditures	—			—			(75,874		)	—		(75,874		)
Proceeds from disposal of assets	—			—			3,755			—		3,755
Net cash used in investing activities	—			—			(72,119		)	—		(72,119		)
Cash flows from financing activities
Issuance of senior notes	—			750,000			—			—		750,000
Repayment of long-term debt	—			(738,555		)	(213,654		)	—		(952,209		)
Debt issuance costs on senior notes and credit facility	(822		)	(12,581		)	(1,399		)	—		(14,802		)
Dividends paid to noncontrolling interests	—			—			(12,694		)	—		(12,694		)
Distributions to parent company, net	(29,069		)	—			—			—		(29,069		)
Advances (to) from affiliates	14,925			178,293			(193,218		)	—		—
Net cash provided by (used in) financing activities	(14,966		)	177,157			(420,965		)	—		(258,774		)
Net change in cash and cash equivalents	254			(29,324		)	(222,269		)	—		(251,339		)
Cash and cash equivalents, beginning of period	11			29,324			632,676			—		662,011
Cash and cash equivalents, end of period	$	265		$	—		$	410,407		$	—	$	410,672

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2017

(in thousands)

(Unaudited)



	Noble- Cayman			NHUS			NDH			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total
Cash flows from operating activities
Net cash provided by (used in) operating activities	$	18,027		$	128,277		$	94,821		$	(173,014	)	$	109,339		$	91,919		$	—	$	269,369
Cash flows from investing activities
Capital expenditures	—			—			(1,309		)	—			—			(66,299		)	—		(67,608		)
Proceeds from disposal of assets	—			—			7			—			—			307			—		314
Net cash used in investing activities	—			—			(1,302		)	—			—			(65,992		)	—		(67,294		)
Cash flows from financing activities
Repayment of long-term debt	—			—			—			(300,000		)	—			—			—		(300,000		)
Debt issuance costs on senior notes and credit facilities	—			—			—			(42		)	—			—			—		(42		)
Dividends paid to noncontrolling interests	—			—			—			—			—			(5,393		)	—		(5,393		)
Contributions from parent company, net	51,705			—			—			—			—			—			—		51,705
Advances (to) from affiliates	(72,255		)	(128,277		)	(104,255		)	473,423			(109,339		)	(59,297		)	—		—
Net cash provided by (used in) financing activities	(20,550		)	(128,277		)	(104,255		)	173,381			(109,339		)	(64,690		)	—		(253,730		)
Net change in cash and cash equivalents	(2,523		)	—			(10,736		)	367			—			(38,763		)	—		(51,655		)
Cash and cash equivalents, beginning of period	2,537			—			10,855			—			—			640,441			—		653,833
Cash and cash equivalents, end of period	$	14		$	—		$	119		$	367		$	—		$	601,678		$	—	$	602,178