UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~June 30, 2012~~March 31, 2013

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

For the transition period fromto

Commission file number: 000-53604

NOBLE CORPORATION

(Exact name of registrant as specified in its charter)


Switzerland		98-0619597
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

~~Dorfstrasse 19A, Baar, Switzerland~~		~~6340~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~

Dorfstrasse 19A, Baar, Switzerland 6340

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 41 (41) 761-65-55

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 x No ¨

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 x No ¨

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-Swiss:	Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨
Noble-Cayman:	Large accelerated filer¨	Accelerated filer¨	Non-accelerated filerx	Smaller reporting company¨

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

Number of shares outstanding and trading at ~~July 31, 2012:~~April 26, 2013: Noble Corporation (Switzerland) — ~~252,604,007~~253,273,925

Number of shares outstanding at ~~July 31, 2012:~~April 26, 2013: Noble Corporation (Cayman Islands) — 261,245,693

Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation, a Swiss corporation, meets the conditions set forth in General Instructions H(1) (a) and (b) to Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format contemplated by paragraphs (a), (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 (Noble-Swiss) Financial Statements:
Consolidated Balance Sheet as of ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012		3
Consolidated Statement of Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		4
Consolidated Statement of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		5
Consolidated Statement of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		6
Consolidated Statement of Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		7

Noble Corporation (Noble-Cayman) Financial Statements:
Consolidated Balance Sheet as of ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011~~2012		8
Consolidated Statement of Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		9
Consolidated Statement of Comprehensive Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		10
Consolidated Statement of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		11
Consolidated Statement of Equity for the ~~six~~three months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~		12

Notes to Combined Consolidated Financial Statements		13

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations		3634
Item 3 Quantitative and Qualitative Disclosures About Market Risk		5044
Item 4 Controls and Procedures		5146
PART II OTHER INFORMATION
Item 1 Legal Proceedings		5246
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds		5247
Item 6 Exhibits		5247
SIGNATURES		5348
Index to Exhibits		5449

This combined Quarterly Report on Form 10-Q is separately filed by Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”). Information in this filing relating to Noble-Cayman is filed by Noble-Swiss and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to Noble-Swiss (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of Noble-Swiss. 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.~~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-Swiss and its consolidated subsidiaries, including Noble-Cayman.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~Item 1.~~

~~Financial Statements~~

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)


	June 30,			December 31,			March 31,			December 31,
	2012			2011			2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	275,293		$	239,196		$	214,528		$	282,092
Accounts receivable		693,533			587,163			887,759			743,673
Taxes receivable		97,900			75,284			115,720			112,423
Prepaid expenses		78,463			35,796			97,961			43,962
Other current assets		142,541			122,173			112,597			123,175

Total current assets		1,287,730			1,059,612			1,428,565			1,305,325

Property and equipment, at cost		16,055,168			15,540,178			17,329,558			16,971,666
Accumulated depreciation		(3,632,532	)		(3,409,833	)		(4,144,693	)		(3,945,694	)

Property and equipment, net		12,422,636			12,130,345			13,184,865			13,025,972

Other assets		325,650			305,202			276,528			276,477

Total assets	$	14,036,016		$	13,495,159		$	14,889,958		$	14,607,774

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	277,647		$	436,006		$	319,674		$	350,147
Accrued payroll and related costs		125,603			117,907			118,706			132,728
Interest payable		73,208			54,419			23,701			68,436
Taxes payable		89,262			94,920			147,557			135,257
Dividends payable		132,679			—			33,340			66,369
Other current liabilities		108,714			123,928			169,207			158,512

Total current liabilities		807,113			827,180			812,185			911,449

Long-term debt		4,444,294			4,071,964			4,844,193			4,634,375
Deferred income taxes		238,045			242,791			223,500			226,045
Other liabilities		306,397			255,372			347,395			347,615

Total liabilities		5,795,849			5,397,307			6,227,273			6,119,484

Commitments and contingencies

Shareholders’ equity
Shares; 253,076 and 252,639 shares outstanding		709,368			766,595
Treasury shares, at cost; 569 and 287 shares		(20,318	)		(10,553	)
Shares; 254,014 and 253,348 shares outstanding								712,000			710,130
Treasury shares, at cost; 755 and 589 shares								(27,806	)		(21,069	)
Additional paid-in capital		60,991			48,356			92,289			83,531
Retained earnings		6,823,758			6,676,444			7,215,777			7,066,023
Accumulated other comprehensive loss		(75,461	)		(74,321	)		(112,352	)		(115,449	)

Total shareholders’ equity		7,498,338			7,406,521			7,879,908			7,723,166
Noncontrolling interests		741,829			691,331			782,777			765,124

Total equity		8,240,167			8,097,852			8,662,685			8,488,290

Total liabilities and equity	$	14,036,016		$	13,495,159		$	14,889,958		$	14,607,774

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Six Months Ended							Three Months Ended
	June 30,						June 30,							March 31,
	2012			2011			2012			2011				2013			2012
Operating revenues													Operating revenues
Contract drilling services	$	848,237		$	589,550		$	1,594,547		$	1,132,155			$	928,737		$	746,310
Reimbursables		30,812			24,122			65,953			46,413				21,174			35,141
Labor contract drilling services		19,863			14,012			35,871			27,559				21,054			16,008
Other		11			313			242			758				10			231

		898,923			627,997			1,696,613			1,206,885				970,975			797,690

Operating costs and expenses
Contract drilling services		423,502			336,728			843,513			643,091				484,087			420,011
Reimbursables		24,970			18,723			55,571			35,826				14,922			30,601
Labor contract drilling services		11,847			8,750			21,079			17,273				12,249			9,232
Depreciation and amortization		183,615			163,119			354,692			321,241				206,156			171,077
Selling, general and administrative		25,404			21,632			48,530			45,347
Loss on impairment		18,345			—			18,345			—
Gain on contract settlements/extinguishments, net		(33,255	)		—			(33,255	)		(21,202	)
General and administrative															25,570			23,126
Gain on contract extinguishment															(1,800	)		—

		654,428			548,952			1,308,475			1,041,576				741,184			654,047

Operating income		244,495			79,045			388,138			165,309				229,791			143,643

Other income (expense)
Interest expense, net of amount capitalized		(20,652	)		(14,829	)		(31,148	)		(33,870	)			(27,301	)		(10,496	)
Interest income and other, net		1,188			(534	)		2,973			2,058				(425	)		1,785

Income before income taxes		225,031			63,682			359,963			133,497				202,065			134,932
Income tax provision		(46,356	)		(9,508	)		(67,945	)		(24,867	)			(34,352	)		(21,589	)

Net income		178,675			54,174			292,018			108,630				167,713			113,343
Net income attributable to noncontrolling interests		(18,857	)		(91	)		(12,025	)		(52	)
Net (income) loss attributable to noncontrolling interests															(17,653	)		6,832

Net income attributable to Noble Corporation	$	159,818		$	54,083		$	279,993		$	108,578			$	150,060		$	120,175

Net income per share
Basic	$	0.63		$	0.21		$	1.10		$	0.43			$	0.59		$	0.47
Diluted	$	0.63		$	0.21		$	1.10		$	0.43			$	0.59		$	0.47

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

   Three Months Ended Six Months Ended
   June 30, June 30,
   2012 2011 2012 2011
Net income
   $ 178,675    $ 54,174    $ 292,018    $ 108,630
Other comprehensive income (loss), net of tax

Foreign currency translation adjustments
   (6,949 ) 1,375    (7,027 ) 4,382
Gain on foreign currency forward contracts
   644    2,351    3,061    2,513
Loss on interest rate swaps
   —      —      —      (366 )
Amortization of deferred pension plan amounts (net of tax provision of $647 and $353 for the three months ended June 30, 2012 and 2011, respectively, and $1,367 and $705 for the six months ended June 30, 2012 and 2011, respectively)
   1,404    689    2,826    1,375


Other comprehensive income/(loss), net
   (4,901 ) 4,415    (1,140 ) 7,904
Net comprehensive income attributable to noncontrolling interests
   (18,857 ) (91 ) (12,025 ) (52 )


Comprehensive income attributable to Noble Corporation
   $ 154,917    $ 58,498    $ 278,853    $ 116,482


	Three Months Ended
	March 31,
	2013			2012
Net income	$	167,713		$	113,343
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		2,657			(41	)
Foreign currency forward contracts		(1,202	)		2,417
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385

Other comprehensive income, net		3,097			3,761
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832

Comprehensive income attributable to Noble Corporation	$	153,157		$	123,936

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2012			2011			2013			2012
Cash flows from operating activities
Net income	$	292,018		$	108,630		$	167,713		$	113,343
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		354,692			321,241			206,156			171,077
Loss on impairment		18,345			—
Gain on contract extinguishments, net		—			(21,202	)
Deferred income taxes		(7,765	)		(1,753	)		(2,735	)		(4,075	)
Amortization of share-based compensation		17,840			16,388			10,155			8,753
Net change in other assets and liabilities		(139,184	)		(190,536	)		(178,737	)		(188,472	)

Net cash from operating activities		535,946			232,768			202,552			100,626

Cash flows from investing activities
Capital expenditures		(665,140	)		(1,416,215	)		(371,990	)		(364,883	)
Change in accrued capital expenditures		(159,134	)		(51,500	)		(66,312	)		(127,393	)
Refund from contract extinguishments		—			18,642

Net cash from investing activities		(824,274	)		(1,449,073	)		(438,302	)		(492,276	)

Cash flows from financing activities
Borrowings on bank credit facilities		325,000			625,000
Repayments on bank credit facilities		(1,150,000	)		(240,000	)
Net change in borrowings outstanding on bank credit facilities								209,680			(825,000	)
Proceeds from issuance of senior notes, net of debt issuance costs		1,186,636			1,087,833			—			1,186,636
Contributions from joint venture partners		40,000			436,000			—			40,000
Payments of joint venture debt		—			(693,494	)
Settlement of interest rate swaps		—			(29,032	)
Par value reduction payments		(71,897	)		(72,141	)
Financing costs on credit facilities		(5,014	)		(2,835	)		(1,895	)		—
Par value reduction/dividend payments								(33,335	)		(36,370	)
Proceeds from employee stock transactions		9,465			7,357			473			2,479
Repurchases of employee shares surrendered for taxes		(9,765	)		(9,377	)		(6,737	)		(6,451	)

Net cash from financing activities		324,425			1,109,311			168,186			361,294

Net change in cash and cash equivalents		36,097			(106,994	)		(67,564	)		(30,356	)
Cash and cash equivalents, beginning of period		239,196			337,871			282,092			239,196

Cash and cash equivalents, end of period	$	275,293		$	230,877		$	214,528		$	208,840

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)


																Accumulated																								Accumulated
							Additional									Other															Additional									Other
	Shares						Paid-in			Retained			Treasury			Comprehensive			Noncontrolling			Total			Shares						Paid-in			Retained			Treasury			Comprehensive			Noncontrolling			Total
	Balance			Par Value			Capital			Earnings			Shares			Loss			Interests			Equity			Balance			Par Value			Capital			Earnings			Shares			Loss			Interests			Equity
Balance at December 31, 2010		262,415		$	917,684		$	39,006		$	6,630,500		$	(373,967	)	$	(50,220	)	$	124,631		$	7,287,634

Balance at December 31, 2011																										252,639		$	766,595		$	48,356		$	6,676,444		$	(10,553	)	$	(74,321	)	$	691,331		$	8,097,852
Employee related equity activity
Amortization of share-based compensation		—			—			16,388			—			—			—			—			16,388			—			—			8,753			—			—			—			—			8,753
Issuance of share-based compensation shares		176			606			(599	)		—			—			—			—			7			352			1,067			(1,067	)		—			—			—			—			—
Exercise of stock options		389			1,294			5,782			—			—			—			—			7,076			113			329			2,292			—			—			—			—			2,621
Tax benefit of stock options exercised		—			—			274			—			—			—			—			274			—			—			(142	)		—			—			—			—			(142	)
Restricted shares forfeited or repurchased for taxes		(312	)		(1,084	)		1,084			—			(9,377	)		—			—			(9,377	)		(374	)		(1,138	)		1,138			—			(6,451	)		—			—			(6,451	)
Net income		—			—			—			108,578			—			—			52			108,630			—			—			—			120,175			—			—			(6,832	)		113,343
Par value reduction payments		—			(60,705	)		(11,436	)		—			—			—			—			(72,141	)		—			(29,220	)		(7,150	)		—			—			—			—			(36,370	)
Equity contribution by joint venture partner		—			—			—			—			—			—			473,973			473,973			—			—			—			—			—			—			40,000			40,000
Other comprehensive income, net		—			—			—			—			—			7,904			—			7,904			—			—			—			—			—			3,761			—			3,761

Balance at June 30, 2011		262,668		$	857,795		$	50,499		$	6,739,078		$	(383,344	)	$	(42,316	)	$	598,656		$	7,820,368
Balance at March 31, 2012																										252,730		$	737,633		$	52,180		$	6,796,619		$	(17,004	)	$	(70,560	)	$	724,499		$	8,223,367

Balance at December 31, 2011		252,639		$	766,595		$	48,356		$	6,676,444		$	(10,553	)	$	(74,321	)	$	691,331		$	8,097,852

Balance at December 31, 2012																										253,348		$	710,130		$	83,531		$	7,066,023		$	(21,069	)	$	(115,449	)	$	765,124		$	8,488,290
Employee related equity activity
Amortization of share-based compensation		—			—			17,840			—			—			—			—			17,840			—			—			10,155			—			—			—			—			10,155
Issuance of share-based compensation shares		364			1,104			(1,099	)		—			—			—			—			5			592			1,663			(1,649	)		—			—			—			—			14
Exercise of stock options		447			1,277			8,735			—			—			—			—			10,012			74			207			1,702			—			—			—			—			1,909
Tax benefit of stock options exercised		—			—			(552	)		—			—			—			—			(552	)		—			—			(1,450	)		—			—			—			—			(1,450	)
Restricted shares forfeited or repurchased for taxes		(374	)		(1,138	)		1,138			—			(9,765	)		—			—			(9,765	)		—			—			—			—			(6,737	)		—			—			(6,737	)
Net income		—			—			—			279,993			—			—			12,025			292,018			—			—			—			150,060			—			—			17,653			167,713
Equity contribution by joint venture partner		—			—			—			—			—			—			40,000			40,000
Other		—			—			—			—			—			—			(1,527	)		(1,527	)
Par value reduction payments		—			(58,470	)		(13,427	)		—			—			—			—			(71,897	)
Dividends payable		—			—			—			(132,679	)		—			—			—			(132,679	)
Other comprehensive loss, net		—			—			—			—			—			(1,140	)		—			(1,140	)
Net change in dividends payable																										—			—			—			(306	)		—			—			—			(306	)
Other comprehensive income, net																										—			—			—			—			—			3,097			—			3,097

Balance at June 30, 2012		253,076		$	709,368		$	60,991		$	6,823,758		$	(20,318	)	$	(75,461	)	$	741,829		$	8,240,167
Balance at March 31, 2013																										254,014		$	712,000		$	92,289		$	7,215,777		$	(27,806	)	$	(112,352	)	$	782,777		$	8,662,685

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)


	June 30,			December 31,			March 31,			December 31,
	2012			2011			2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	267,870		$	235,056		$	208,043		$	277,375
Accounts receivable		693,533			587,163			887,759			743,673
Taxes receivable		97,745			75,284			115,567			112,310
Prepaid expenses		76,630			33,105			95,891			41,232
Other current assets		142,541			120,109			112,548			122,649

Total current assets		1,278,319			1,050,717			1,419,808			1,297,239

Property and equipment, at cost		16,019,544			15,505,994			17,293,002			16,935,147
Accumulated depreciation		(3,626,272	)		(3,404,589	)		(4,137,112	)		(3,938,518	)

Property and equipment, net		12,393,272			12,101,405			13,155,890			12,996,629

Other assets		325,733			305,283			276,611			276,558

Total assets	$	13,997,324		$	13,457,405		$	14,852,309		$	14,570,426

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	276,398		$	435,729		$	319,190		$	349,594
Accrued payroll and related costs		117,037			108,908			107,838			123,936
Interest payable		73,208			54,419			23,701			68,436
Taxes payable		84,893			91,190			143,069			130,844
Other current liabilities		108,676			123,399			169,197			158,499

Total current liabilities		660,212			813,645			762,995			831,309

Long-term debt		4,444,294			4,071,964			4,844,193			4,634,375
Deferred income taxes		238,045			242,791			223,500			226,045
Other liabilities		306,397			255,372			347,395			347,615

Total liabilities		5,648,948			5,383,772			6,178,083			6,039,344

Commitments and contingencies

Shareholder equity
Ordinary shares; 261,246 shares outstanding		26,125			26,125			26,125			26,125
Capital in excess of par value		461,054			450,616			476,414			470,454
Retained earnings		7,194,829			6,979,882			7,501,262			7,384,828
Accumulated other comprehensive loss		(75,461	)		(74,321	)		(112,352	)		(115,449	)

Total shareholder equity		7,606,547			7,382,302			7,891,449			7,765,958

Noncontrolling interests		741,829			691,331			782,777			765,124

Total equity		8,348,376			8,073,633			8,674,226			8,531,082

Total liabilities and equity	$	13,997,324		$	13,457,405		$	14,852,309		$	14,570,426

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
	2012			2011			2012			2011			2013			2012
Operating revenues
Contract drilling services	$	848,237		$	589,550		$	1,594,547		$	1,132,155		$	928,737		$	746,310
Reimbursables		30,812			24,122			65,953			46,413			21,174			35,141
Labor contract drilling services		19,863			14,012			35,871			27,559			21,054			16,008
Other		11			313			242			758			10			231

		898,923			627,997			1,696,613			1,206,885			970,975			797,690

Operating costs and expenses
Contract drilling services		421,598			330,204			836,744			631,036			476,561			415,146
Reimbursables		24,970			18,723			55,571			35,826			14,922			30,601
Labor contract drilling services		11,847			8,750			21,079			17,273			12,249			9,232
Depreciation and amortization		183,103			162,636			353,676			320,291			205,751			170,573
Selling, general and administrative		15,467			14,642			29,477			31,173
Loss on impairment		18,345			—			18,345			—
Gain on contract settlements/extinguishments, net		(33,255	)		—			(33,255	)		(21,202	)
General and administrative														14,843			14,010
Gain on contract extinguishment														(1,800	)		—

		642,075			534,955			1,281,637			1,014,397			722,526			639,562

Operating income		256,848			93,042			414,976			192,488			248,449			158,128

Other income (expense)
Interest expense, net of amount capitalized		(20,652	)		(14,829	)		(31,148	)		(33,870	)		(27,301	)		(10,496	)
Interest income and other, net		1,608			(147	)		3,007			2,094			63			1,399

Income before income taxes		237,804			78,066			386,835			160,712			221,211			149,031
Income tax provision		(45,977	)		(9,157	)		(67,188	)		(24,182	)		(34,014	)		(21,211	)

Net income		191,827			68,909			319,647			136,530			187,197			127,820
Net income attributable to noncontrolling interests		(18,857	)		(91	)		(12,025	)		(52	)
Net (income) loss attributable to noncontrolling interests														(17,653	)		6,832

Net income attributable to Noble Corporation	$	172,970		$	68,818		$	307,622		$	136,478		$	169,544		$	134,652

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

   Three Months Ended Six Months Ended
   June 30, June 30,
   2012 2011 2012 2011
Net income
   $ 191,827    $ 68,909    $ 319,647    $ 136,530
Other comprehensive income (loss), net of tax

Foreign currency translation adjustments
   (6,949 ) 1,375    (7,027 ) 4,382
Gain on foreign currency forward contracts
   644    2,351    3,061    2,513
Loss on interest rate swaps
   —      —      —      (366 )
Amortization of deferred pension plan amounts (net of tax provision of $647 and $353 for the three months ended June 30, 2012 and 2011, respectively, and $1,367 and $705 for the six months ended June 30, 2012 and 2011, respectively)
   1,404    689    2,826    1,375


Other comprehensive income/(loss), net
   (4,901 ) 4,415    (1,140 ) 7,904
Net comprehensive income attributable to noncontrolling interests
   (18,857 ) (91 ) (12,025 ) (52 )


Comprehensive income attributable to Noble Corporation
   $ 168,069    $ 73,233    $ 306,482    $ 144,382


	Three Months Ended
	March 31,
	2013			2012
Net income	$	187,197		$	127,820
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		2,657			(41	)
Foreign currency forward contracts		(1,202	)		2,417
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385

Other comprehensive income, net		3,097			3,761
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832

Comprehensive income attributable to Noble Corporation	$	172,641		$	138,413

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2012			2011			2013			2012
Cash flows from operating activities
Net income	$	319,647		$	136,530		$	187,197		$	127,820
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		353,676			320,291			205,751			170,573
Loss on impairment		18,345			—
Gain on contract extinguishments, net		—			(21,202	)
Deferred income taxes		(7,765	)		(1,753	)		(2,735	)		(4,075	)
Capital contribution by parent — share-based compensation		10,438			10,228
Capital contribution by parent—share-based compensation								5,960			5,070
Net change in other assets and liabilities		(142,640	)		(197,617	)		(181,915	)		(190,502	)

Net cash from operating activities		551,701			246,477			214,258			108,886

Cash flows from investing activities
Capital expenditures		(663,700	)		(1,411,282	)		(371,953	)		(364,243	)
Change in accrued capital expenditures		(159,134	)		(51,500	)		(66,312	)		(127,393	)
Refund from contract extinguishments		—			18,642

Net cash from investing activities		(822,834	)		(1,444,140	)		(438,265	)		(491,636	)

Cash flows from financing activities
Borrowings on bank credit facilities		325,000			625,000
Repayments on bank credit facilities		(1,150,000	)		(240,000	)
Net change in borrowings outstanding on bank credit facilities								209,680			(825,000	)
Proceeds from issuance of senior notes, net of debt issuance costs		1,186,636			1,087,833			—			1,186,636
Contributions from joint venture partners		40,000			436,000			—			40,000
Payments of joint venture debt		—			(693,494	)
Settlement of interest rate swaps		—			(29,032	)
Financing costs on credit facilities		(5,014	)		(2,835	)		(1,895	)		—
Distributions to parent company, net		(92,675	)		(94,291	)		(53,110	)		(52,727	)

Net cash from financing activities		303,947			1,089,181			154,675			348,909

Net change in cash and cash equivalents		32,814			(108,482	)		(69,332	)		(33,841	)
Cash and cash equivalents, beginning of period		235,056			333,399			277,375			235,056

Cash and cash equivalents, end of period	$	267,870		$	224,917		$	208,043		$	201,215

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

(In thousands)

(Unaudited)


										Accumulated																		Accumulated
					Capital in					Other													Capital in					Other
	Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total			Shares				Excess of		Retained			Comprehensive			Noncontrolling			Total
	Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity			Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2010		261,246	$	26,125	$	416,232	$	6,743,887		$	(50,220	)	$	124,631		$	7,260,655
Balance at December 31, 2011																				261,246	$	26,125	$	450,616	$	6,979,882		$	(74,321	)	$	691,331		$	8,073,633
Net income		—		—		—		136,478			—			52			136,530			—		—		—		134,652			—			(6,832	)		127,820
Capital contributions by parent — share-based compensation		—		—		10,228		—			—			—			10,228
Capital contributions by parent— share-based compensation																				—		—		5,070		—			—			—			5,070
Distributions to parent		—		—		—		(94,291	)		—			—			(94,291	)		—		—		—		(52,727	)		—			—			(52,727	)
Noncontrolling interest contributions		—		—		—		—			—			473,973			473,973			—		—		—		—			—			40,000			40,000
Other comprehensive income, net		—		—		—		—			7,904			—			7,904			—		—		—		—			3,761			—			3,761

Balance at June 30, 2011		261,246	$	26,125	$	426,460	$	6,786,074		$	(42,316	)	$	598,656		$	7,794,999
Balance at March 31, 2012																				261,246	$	26,125	$	455,686	$	7,061,807		$	(70,560	)	$	724,499		$	8,197,557

Balance at December 31, 2011		261,246	$	26,125	$	450,616	$	6,979,882		$	(74,321	)	$	691,331		$	8,073,633
Balance at December 31, 2012																				261,246	$	26,125	$	470,454	$	7,384,828		$	(115,449	)	$	765,124		$	8,531,082
Net income		—		—		—		307,622			—			12,025			319,647			—		—		—		169,544			—			17,653			187,197
Capital contributions by parent — share-based compensation		—		—		10,438		—			—			—			10,438
Capital contributions by parent— share-based compensation																				—		—		5,960		—			—			—			5,960
Distributions to parent		—		—		—		(92,675	)		—			—			(92,675	)		—		—		—		(53,110	)		—			—			(53,110	)
Other		—		—		—		—			—			(1,527	)		(1,527	)
Noncontrolling interest contributions		—		—		—		—			—			40,000			40,000
Other comprehensive loss, net		—		—		—		—			(1,140	)		—			(1,140	)
Other comprehensive income, net																				—		—		—		—			3,097			—			3,097

Balance at June 30, 2012		261,246	$	26,125	$	461,054	$	7,194,829		$	(75,461	)	$	741,829		$	8,348,376
Balance at March 31, 2013																				261,246	$	26,125	$	476,414	$	7,501,262		$	(112,352	)	$	782,777		$	8,674,226

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) 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, a Swiss corporation (“Noble-Swiss”), is a leading ~~provider of~~ offshore ~~contract~~ drilling ~~services~~contractor for the oil and gas industry. ~~Our~~We perform contract drilling services with our fleet of 79 mobile offshore drilling units ~~consists~~located worldwide. We also own one floating production storage and offloading unit. At March 31, 2013, our fleet consisted of 14 semisubmersibles, 14 drillships, 49 jackups and two ~~submersibles. Additionally, we have one floating production storage and offloading unit. Our fleet includes~~submersibles, including 11 units under construction as follows:

five dynamically positioned, ultra-deepwater, harsh environment drillships and

six high-specification heavy-duty, harsh environment ~~jackup rigs.~~

jackups.

Our global fleet is currently located in the following areas: the ~~U.S. Gulf of Mexico,~~United States, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Asia and ~~the Asian Pacific.~~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 a direct, wholly-owned subsidiary of Noble-Swiss, our publicly-traded parent company. Noble-Swiss’ principal asset is all of the shares of Noble-Cayman. Noble-Cayman has no public equity outstanding. The consolidated financial statements of Noble-Swiss include the accounts of Noble-Cayman, and Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries.

The accompanying unaudited consolidated financial statements of Noble-Swiss 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 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, ~~2011~~2012 Consolidated Balance Sheets presented herein are derived from the December 31, ~~2011~~2012 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, ~~2011,~~2012, filed by both Noble-Swiss and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in prior periods have been reclassified to conform to the current year presentation. In connection with a review of the “Other Assets” caption in our financial statements, we determined that drilling equipment replacements and upgrades should be included in “Property and equipment”. As a result, we reclassified these amounts in our consolidated balance sheet for the year ended December 31, 2011. This reclassification is immaterial to the prior period financial statements.

Note 2 — Consolidated Joint Ventures

We ~~own~~maintain a 50 percent interest in two joint ventures, each with a subsidiary of Royal Dutch Shell, PLC (“Shell”), ~~for~~that own and operate the ~~construction and operation of our~~ two ~~Bully-class~~Bully-class drillships. ~~Since these entities’ equity at risk is insufficient to permit them to carry on their activities without additional financial support, they each meet the criteria for a variable interest entity.~~ We have determined that we are the primary beneficiary for accounting purposes. 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.

In April 2011, the Bully joint venture partners entered into capital contribution agreements whereby capital calls up to a total of $360 million ~~can~~could be made for funds needed to complete the construction of the drillships. All contributions under these agreements ~~were made during 2011 and the first quarter of 2012. No amounts remain available under these agreements.~~have been made.

~~At June 30, 2012, the~~The combined carrying amount of theBully-class drillships ~~was~~at both March 31, 2013 and December 31, 2012 totaled $1.4 ~~billion, which was~~billion. These assets were primarily funded through ~~partners’~~partner equity contributions. During 2012, these rigs commenced operations. Revenues related to these joint ventures for the three months ended March 31, 2013 and 2012 were $90 million and $6 million, respectively. Net income totaled $37 million for the three months ended March 31, 2013 as compared to a net loss of $14 million for the three months ended March 31, 2012.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 3 — Share Data

Share capital

The following is a detail of Noble-Swiss’ ~~authorized~~ share capital as of ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011:~~2012:


	June 30,		December 31,		March 31,		December 31,
	2012		2011		2013		2012
Shares outstanding and trading		252,507		252,352		253,259		252,759
Treasury shares		569		287		755		589

Total shares outstanding		253,076		252,639		254,014		253,348

Treasury shares held for share-based compensation plans		13,074		13,511		12,136		12,802

Total shares authorized for issuance		266,150		266,150		266,150		266,150

Par value per share (in Swiss Francs)		3.15		3.41		3.15		3.15

Repurchased treasury shares are recorded at cost, and ~~include both shares repurchased pursuant~~relate to ~~our Board of Directors approved share repurchase program and~~ shares surrendered by employees for taxes payable upon the vesting of restricted stock. The number of shares that we may hold in treasury is limited under Swiss law. At June 30, 2012, 6.8 million shares remained available for repurchase under the authorization by the Board of Directors noted above. No shares were repurchased under this authorization during the six months ended June 30, 2012.

Our Board of Directors may further increase Noble-Swiss’ share capital through the issuance of up to 133.1 million authorized ~~registered~~ shares without obtaining shareholder approval. The issuance of these authorized ~~registered~~ shares is subject to certain conditions regarding their use.

In April 2012, our shareholders approved the payment of a dividend ~~funded from our capital contribution reserve~~ aggregating $0.52 per share to be paid in four equal installments. At March 31, 2013, we had $33 million of dividends payable outstanding on this obligation.

In April 2013, our shareholders approved the payment of a dividend aggregating $1.00 per share to be paid in four equal installments currently scheduled for August ~~2012,~~2013, November ~~2012,~~2013, February ~~2013~~2014 and May ~~2013. These dividends will require us~~2014. Our Board of Directors has the authority to ~~make cash payments~~accelerate the payment of ~~approximately $66 million in 2012, based on~~any installment, or portions thereof, at its sole discretion at any time prior to payment of the number of shares currently outstanding. In connection with this approval and the resulting obligation to shareholders, we recorded dividends payable of approximately $133 million during the second quarter of 2012. Any additional issuances of shares would further increase our obligation.final installment.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Earnings per share

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


	Three months ended						Six months ended						Three months ended
	June 30,						June 30,						March 31,
	2012			2011			2012			2011			2013			2012
Allocation of net income
Basic
Net income attributable to Noble Corporation	$	159,818		$	54,083		$	279,993		$	108,578		$	150,060		$	120,175
Earnings allocated to unvested share-based payment awards		(1,694	)		(572	)		(2,797	)		(1,083	)		(1,667	)		(1,126	)

Net income to common shareholders — basic	$	158,124		$	53,511		$	277,196		$	107,495
Net income to common shareholders—basic													$	148,393		$	119,049

Diluted
Net income attributable to Noble Corporation	$	159,818		$	54,083		$	279,993		$	108,578		$	150,060		$	120,175
Earnings allocated to unvested share-based payment awards		(1,692	)		(572	)		(2,793	)		(1,082	)		(1,664	)		(1,125	)

Net income to common shareholders — diluted	$	158,126		$	53,511		$	277,200		$	107,496
Net income to common shareholders—diluted													$	148,396		$	119,050

Weighted average shares outstanding — basic		252,387			251,368			252,179			251,198
Weighted average shares outstanding—basic														253,073			251,971
Incremental shares issuable from assumed exercise of stock options		358			700			425			737			268			491

Weighted average shares outstanding — diluted		252,745			252,068			252,604			251,935
Weighted average shares outstanding—diluted														253,341			252,462

Weighted average unvested share-based payment awards		2,704			2,688			2,555			2,554			2,844			2,407

Earnings per share
Basic	$	0.63		$	0.21		$	1.10		$	0.43		$	0.59		$	0.47
Diluted	$	0.63		$	0.21		$	1.10		$	0.43		$	0.59		$	0.47

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. ~~At June 30,~~For the three months ended March 31, 2013 and 2012, stock options ~~totaling~~representing approximately 1.0 million and 1.2 million shares, respectively, were excluded from the diluted earnings per share as they were not ~~dilutive as compared to 0.7 million at June 30, 2011.~~dilutive.

Note 4 ~~— Property and Equipment~~

~~Property and equipment, at cost, as of June 30, 2012 and December 31, 2011 consisted of the following:~~

   June 30,    December 31,
   2012    2011
Drilling equipment and facilities
   $ 12,572,630       $ 10,974,943
Construction in progress
   3,289,005       4,367,750
Other
   193,533       197,485




   $ 16,055,168       $ 15,540,178

Capital expenditures, including capitalized interest, totaled $665 million and $1.4 billion for the six months ended June 30, 2012 and 2011, respectively. Capital expenditures for 2012 consisted of the following:

~~$162 million for newbuild construction;~~

~~$327 million for major projects, including $34 million in subsea related expenditures and $24 million to upgrade two drillships currently operating in Brazil;~~

~~$99 million for other capitalized expenditures, including drilling equipment replacements and upgrades which generally have useful lives ranging from 3 to 5 years; and~~

~~$77 million in capitalized interest.~~

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Interest is capitalized on construction-in-progress at the weighted average cost of debt outstanding during the period of construction. Capitalized interest was $36 million and $77 million for the three and six months ended June 30, 2012, respectively, as compared to $29 million and $56 million for the three and six months ended June 30, 2011.

~~Note 5 — Loss on Impairment~~

During the second quarter of 2012, we determined that our submersible rig fleet, consisting of two cold stacked rigs, was partially impaired due to the declining market outlook for drilling services for this rig type. We estimated the fair value of the rigs based on the salvage value of the rigs and a recent transaction involving a similar unit owned by a peer company (Level 2 fair value measurement). Based on these estimates, we recognized a charge of approximately $13 million for the three months ended June 30, 2012.

Also, during the second quarter of 2012, we determined that certain corporate assets were partially impaired due to a declining market for, and the potential disposal of, the assets. We estimated the fair value of the asset based on recent transactions involving similar units in the market (Level 2 fair value measurement). Based on these estimates, we recognized a charge of approximately $5 million for the three months ended June 30, 2012.

~~Note 6 — Gain on Contract Settlements/Extinguishments, net~~

~~During the second quarter of 2012, we received approximately $5 million from the settlement of a claim relating to the~~~~Noble David Tinsley~~, which had experienced a “punch-through” while being positioned on location in 2009. We had originally recorded a $17 million charge during 2009 related to this incident. Additionally, during the second quarter of 2012, we settled an action against certain vendors for damages sustained during Hurricane Ike. We recognized a net gain of approximately $28 million related to this settlement. We also resolved all outstanding matters with Anadarko Petroleum Company (“Anadarko”) related to the previously disclosed force majeure action, Hurricane Ike matters and receivables relating to the~~Noble Amos Runner~~ ~~during the quarter.~~

In January 2011, we announced the signing of a Memorandum of Understanding (“MOU”) with Petroleo Brasileiro S.A. (“Petrobras”) regarding operations in Brazil. Under the terms of the MOU, we agreed to substitute the~~Noble Phoenix, then under contract with Shell in Southeast Asia, for the~~~~Noble Muravlenko~~~~. In connection with the cancellation of the contract on the~~~~Noble Phoenix~~, we recognized a non-cash gain of approximately $52.5 million during the first quarter of 2011, which represented the unamortized fair value of the in-place contract at acquisition. As a result of the substitution, we reached a decision not to proceed with the previously announced reliability upgrade to the~~Noble Muravlenko~~ that was scheduled to take place in 2013. As a result, we incurred a non-cash charge of approximately $32.6 million related to the termination of outstanding shipyard contracts. We expect the actual substitution to take place in the third quarter of 2012 after the~~Noble Phoenix~~ ~~completes its shipyard work.~~

In February 2011, the outstanding balances of the Bully joint venture credit facilities, which totaled $693 million, were repaid in full and the credit facilities terminated using a portion of the proceeds from our February 2011 debt offering and equity contributions from our joint venture partner. In addition, the related interest rate swaps were settled and terminated concurrent with the repayment and termination of the credit facilities. As a result of these transactions, we recognized a gain of approximately $1.3 million during the first quarter of 2011.

~~Note 7~~ — Receivables from Customers

~~In June 2010, a subsidiary of Frontier, which we acquired in July 2010, entered into a charter contract with a subsidiary of BP PLC (“BP”) for the~~~~Seillean~~ with a term of a minimum of 100 days. The unit went on hire on July 23, 2010. In October 2010, BP initiated an arbitration proceeding against us claiming the contract was void ab initio, or never existed, due to a fundamental breach and has made other claims and is demanding that we reimburse the amounts already paid to us under the charter. We believe BP owes us the amounts due under the charter. The charter contains a “hell or high water” provision requiring payment, and we believe we have satisfied our obligations under the charter. Outstanding receivables related to this charter totaled $35 million as of June 30, 2012. While we recently received a favorable arbitration ruling, this matter has not been finally resolved and these receivables continue to be classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet at June 30, 2012. We believe that if BP were to be successful in claiming the contract~~void ab initio~~, we may have an indemnity claim against the former shareholders of Frontier. We have put the former shareholders of Frontier on notice of this potential claim. We can make no assurances as to the outcome of this dispute.

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

At ~~June 30, 2012,~~March 31, 2013, we had receivables of approximately $14 million related to theNoble Max Smith, which are being disputed by our customer, Pemex Exploracion y Produccion (“Pemex”). These receivables have been classified as long-term and are included in “Other assets” on our Consolidated Balance ~~Sheet at June 30, 2012.~~Sheet. The disputed ~~amount relates~~amounts relate to lost revenues ~~due from Pemex~~ for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our ~~rig.~~rig in 2010. In January 2012, we filed a lawsuit against Pemex in 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 85 — Property and Equipment

Property and equipment, at cost, as of March 31, 2013 and December 31, 2012 consisted of the following:


	March 31,		December 31,
	2013		2012
Drilling equipment and facilities	$	14,324,919	$	14,099,628
Construction in progress		2,817,564		2,677,385
Other		187,075		194,653

Property and equipment, at cost	$	17,329,558	$	16,971,666

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Capital expenditures, including capitalized interest, totaled $372 million and $365 million for the three months ended March 31, 2013 and 2012, respectively. Capital expenditures for the first three months of 2013 consisted of the following:

$138 million for newbuild construction;

$153 million for major projects, including subsea related expenditures;

$51 million for other capitalized expenditures, including upgrades and replacements to drilling equipment that generally have a useful life ranging from 3 to 5 years; and

$30 million in capitalized interest.

Interest is capitalized on construction-in-progress at the weighted average cost of debt outstanding during the period of construction.

Note 6 — Debt

Total debt consisted of the following at ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011:~~2012:


	June 30,		December 31,		March 31,		December 31,
	2012		2011		2013		2012
Wholly-owned debt instruments:
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,966	$	299,949	$	299,994	$	299,985
7.375% Senior Notes due 2014		249,722		249,647		249,839		249,799
3.45% Senior Notes due 2015		350,000		350,000		350,000		350,000
3.05% Senior Notes due 2016		299,945		299,938		299,955		299,952
2.50% Senior Notes due 2017		299,836		—		299,861		299,852
7.50% Senior Notes due 2019		201,695		201,695		201,695		201,695
4.90% Senior Notes due 2020		498,840		498,783		498,929		498,900
4.625% Senior Notes due 2021		399,503		399,480		399,539		399,527
3.95% Senior Notes due 2022		399,054		—		399,115		399,095
6.20% Senior Notes due 2040		399,891		399,890		399,892		399,891
6.05% Senior Notes due 2041		397,598		397,582		397,622		397,613
5.25% Senior Notes due 2042		498,244		—		498,263		498,257
Credit facilities		150,000		975,000

Total senior unsecured notes						4,294,704		4,294,566
Commercial paper program						549,489		339,809

Total long-term debt	$	4,444,294	$	4,071,964	$	4,844,193	$	4,634,375

~~During June 2012, we replaced our $575 million~~Credit Facilities and Commercial Paper Program

We currently have two separate credit ~~facility, which was scheduled to mature in 2013,~~facilities with ~~a new $1.2~~an aggregate maximum available capacity of $2.3 billion, one credit facility ~~which matures in 2017. We continue to maintain our $600 million credit facility, which~~ matures in 2015 ~~which combined with our new facility, gives us a total borrowing capacity under~~and the ~~two facilities~~other matures in 2017 (together referred to as the “Credit Facilities”). In January 2013, we increased the maximum amount available under our credit facility maturing in 2015 from $600 million to $800 million and the maximum amount available under our credit facility maturing in 2017 from $1.2 billion to $1.5 billion. We have established a commercial paper program, which allows us to issue up to $1.8 billion in unsecured commercial paper notes. Amounts issued under the commercial paper program are supported by the unused capacity under our Credit Facilities and, as such, are classified as long-term on our Consolidated Balance Sheet. At March 31, 2013, we had approximately $1.75 billion of ~~$1.8 billion. The covenants and events of default~~capacity under the 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 June 30, 2012, our ratio of debt to total tangible capitalization was 0.35. We were in compliance with all covenants under the Credit Facilities as of June 30, 2012.Facilities.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Senior Unsecured Notes

In February 2012, we issued, through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), $1.2 billion aggregate principal amount of senior notes in three separate tranches, with $300 million of 2.50% Senior Notes due 2017, $400 million of 3.95% Senior Notes due 2022, and $500 million of 5.25% Senior Notes due 2042. The weighted average coupon of all three tranches is 4.13%. The net proceeds of approximately $1.19 billion, after expenses, were primarily used to repay the then outstanding balance on our Credit Facilities.

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

Our 5.875% Senior Notes mature during the second quarter of 2013. We anticipate using availability under our Credit Facilities or commercial paper program to repay the outstanding balance; therefore, we ~~have continued~~continue to report the balance as long-term onat March 31, 2013.

Covenants

The Credit Facilities are guaranteed by our ~~June 30, 2012 Consolidated Balance Sheet.~~indirect wholly-owned subsidiaries, NHIL and Noble Drilling Corporation (“NDC”). The covenants and events of default under the 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 March 31, 2013, our ratio of debt to total tangible capitalization was approximately 0.36. We were in compliance with all covenants under the Credit Facilities as of March 31, 2013.

~~The~~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 sale and lease-back transactions. At ~~June 30, 2012,~~March 31, 2013, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our ~~Credit Facilities and senior~~ notes and, based on our expectations for ~~2012,~~2013, expect to remain in compliance during the year.

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).

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The following table presents the estimated fair value of our long-term debt as of ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011.~~2012, respectively:


	June 30, 2012				December 31, 2011				March 31, 2013				December 31, 2012
	Carrying		Estimated		Carrying		Estimated		Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value		Value		Fair Value		Value		Fair Value
Wholly-owned debt instruments
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,966	$	312,362	$	299,949	$	317,586	$	299,994	$	301,860	$	299,985	$	305,594
7.375% Senior Notes due 2014		249,722		274,275		249,647		278,966		249,839		265,191		249,799		269,008
3.45% Senior Notes due 2015		350,000		367,465		350,000		363,571		350,000		366,445		350,000		368,824
3.05% Senior Notes due 2016		299,945		309,804		299,938		306,057		299,955		312,637		299,952		316,268
2.50% Senior Notes due 2017		299,836		303,649		—		—		299,861		307,512		299,852		309,846
7.50% Senior Notes due 2019		201,695		248,719		201,695		248,623		201,695		251,615		201,695		249,358
4.90% Senior Notes due 2020		498,840		538,532		498,783		531,437		498,929		554,370		498,900		562,530
4.625% Senior Notes due 2021		399,503		424,232		399,480		416,847		399,539		435,232		399,527		442,776
3.95% Senior Notes due 2022		399,054		404,017		—		—		399,115		411,413		399,095		422,227
6.20% Senior Notes due 2040		399,891		444,713		399,890		450,017		399,892		448,844		399,891		477,327
6.05% Senior Notes due 2041		397,598		436,205		397,582		443,308		397,622		441,512		397,613		468,256
5.25% Senior Notes due 2042		498,244		496,435		—		—		498,263		503,988		498,257		533,422
Credit Facilities		150,000		150,000		975,000		975,000

Total senior unsecured notes										4,294,704		4,600,619		4,294,566		4,725,436
Commercial paper program										549,489		549,489		339,809		339,809

Total long-term debt	$	4,444,294	$	4,710,408	$	4,071,964	$	4,331,412	$	4,844,193	$	5,150,108	$	4,634,375	$	5,065,245

Note 97 — Income Taxes

At December 31, ~~2011, the reserves for uncertain tax positions totaled $118 million (net of related tax benefits of $8 million). At June 30,~~ 2012, the reserves for uncertain tax positions totaled ~~$115~~$125 million (net of related tax benefits of $8$10 million). At March 31, 2013, the reserves for uncertain tax positions totaled $125 million (net of related tax benefits of $11 million). If the ~~June 30, 2012~~March 31, 2013 reserves are not realized, the provision for income taxes would be reduced by ~~$115 million in future periods.~~$125 million.

It is possible that our existing liabilities related to our ~~reserve~~reserves for uncertain tax positions may increase or decrease in the next ~~twelve~~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 8 — Employee Benefit Plans

Pension costs include the following components:


	Three Months Ended March 31,
	2013						2012
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	1,379		$	2,681		$	1,123		$	2,431
Interest cost		1,282			2,262			1,358			2,196
Return on plan assets		(1,471	)		(3,276	)		(1,346	)		(2,793	)
Amortization of prior service cost		—			57			—			57
Recognized net actuarial loss		405			1,910			200			1,885

Net pension expense	$	1,595		$	3,634		$	1,335		$	3,776

During the three months ended March 31, 2013 and 2012, we made contributions to our pension plans totaling $3 million and $4 million, respectively.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note ~~10 — Employee Benefit Plans~~

~~Pension costs include the following components:~~

   Three Months Ended June 30,
   2012 2011
   Non-U.S. U.S. Non-U.S. U.S.
Service cost
   $ 1,111    $ 2,375    $ 1,153    $ 2,152
Interest cost
   1,350    2,164    1,440    2,143
Return on plan assets
   (1,342 ) (2,793 ) (1,454 ) (2,768 )
Amortization of prior service cost
   —      57    —      57
Amortization of transition obligation
   —      —      19    —
Recognized net actuarial loss
   201    1,793    123    843


Net pension expense
   $ 1,320    $ 3,596    $ 1,281    $ 2,427


   Six Months Ended June 30,
   2012 2011
   Non-U.S. U.S. Non-U.S. U.S.
Service cost
   $ 2,234    $ 4,806    $ 2,246    $ 4,304
Interest cost
   2,708    4,360    2,823    4,286
Return on plan assets
   (2,688 ) (5,586 ) (2,857 ) (5,536 )
Amortization of prior service cost
   —      114    —      113
Amortization of transition obligation
   —      —      37    —
Recognized net actuarial loss
   401    3,678    243    1,687


Net pension expense
   $ 2,655    $ 7,372    $ 2,492    $ 4,854

During the three and six months ended June 30, 2012, we made contributions to our pension plans totaling $6 million and $10 million, respectively. We expect the funding to our non-U.S. and U.S. plans in 2012, subject to applicable law, to be approximately $21 million.

~~Note 11~~9 — Derivative Instruments and Hedging Activities

We periodically enter into derivative instruments to manage our exposure to fluctuations in interest rates and 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. During the six months ended June 30, 2011, we maintained certain foreign currency forward contracts that did not qualify under the Financial Accounting Standards Board (“FASB”) standards for hedge accounting treatment and therefore, changes in fair values were recognized as either income or loss in our consolidated income statement.

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. ~~For interest rate swaps, we evaluate all material terms between the swap and the underlying debt obligation, known in FASB standards as the “long-haul method.”~~ Any change in fair value resulting from ineffectiveness is recognized immediately in earnings.

Cash Flow Hedges

Our North Sea and Brazil operations have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we ~~have historically maintained short-term~~periodically enter into forward contracts settling monthly in their respective local ~~currencies. At June 30, 2012, we had no~~currencies, all of which have a maturity of less than 12 months. The forward contract settlements in the remainder of 2013 represent approximately 59 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, ~~derivative contracts.~~

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

U.S. Dollars, was approximately $124 million at March 31, 2013. Total unrealized loss related to these forward contracts was approximately $1 million as of March 31, 2013 and was recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

The balance of the net unrealized ~~gain/(loss)~~loss related to our cash flow hedges included in ~~“Accumulated other comprehensive loss” (“AOCL”)~~AOCL and related activity is as follows:

   Three Months Ended Six Months Ended
   June 30, June 30,
   2012 2011 2012 2011
Net unrealized gain/(loss) at beginning of period
   $ (644 ) $ 1,766    $ (3,061 ) $ 1,970
Activity during period:

Settlement of foreign currency forward contracts during the period
   644    (801 ) 3,061    (1,382 )
Settlement of interest rate swaps during the period
   —      —      —      (366 )
Net unrealized gain on outstanding foreign currency forward contracts
   —      3,152    —      3,895


Net unrealized gain/(loss) at end of period
   $ —      $ 4,117    $ —      $ 4,117


	Three Months Ended
	March 31,
	2013			2012
Net unrealized loss at beginning of period	$	—		$	(3,061	)
Activity during period:
Settlement of foreign currency forward contracts during the period		—			2,118
Net unrealized gain/(loss) on outstanding foreign currency forward contracts		(1,202	)		299

Net unrealized loss at end of period	$	(1,202	)	$	(644	)

Financial Statement Presentation

The following tables, together with Note ~~12,~~10, summarize the financial statement presentation and fair value of our derivative positions as of ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011:~~2012:

      Estimated fair value
   Balance sheet
classification    June 30, 2012    December 31,
2011
Liability derivatives

Cash flow hedges

Short-term foreign currency forward contracts
   Other current liabilities       $ —         $ 3,061

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 “other income” for the three months ended June 30, 2012 and 2011:


	Gain/(loss) recognized through AOCL				Gain/(loss) reclassified from AOCL to “other income”					Gain/(loss) recognized through “other income”						Estimated fair value
	2012		2011		2012			2011		2012		2011			Balance sheet classification	March 31, 2013		December 31, 2012
Asset derivatives														Asset derivatives
Cash flow hedges
Foreign currency forward contracts	$	—	$	3,152	$	(644	)	$	801	$	—	$	—
Short-term foreign currency forward contracts															Other current assets	$	776	$	—
Liability derivatives
Cash flow hedges
Short-term foreign currency forward contracts															Other current liabilities	$	1,978	$	—

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

To supplement the fair value disclosures in Note ~~12,~~10, the following summarizes the recognized gains and losses of cash flow hedges and non-designated derivatives through AOCL or through “other income” for the ~~six~~three months ended ~~June 30, 2012~~March 31, 2013 and ~~2011:~~2012:


	Gain/(loss) recognized through AOCL				Gain/(loss) reclassified from AOCL to “other income”					Gain/(loss) recognized through “other income”					Gain/(loss) recognized through AOCL					Gain/(loss) reclassified from AOCL to “other income”				Gain/(loss) recognized through “other income”
	2012		2011		2012			2011		2012		2011			2013			2012		2013		2012		2013		2012
Cash flow hedges
Foreign currency forward contracts	$	—	$	3,895	$	(3,061	)	$	1,382	$	—	$	—		$	(1,202	)	$	299	$	—	$	2,118	$	—	$	—
Non-designated derivatives
Foreign currency forward contracts	$	—	$	—	$	—		$	—	$	—	$	(546	)

Note 1210 — Fair Value of Financial Instruments

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


	June 30, 2012								December 31, 2011				March 31, 2013
			Estimated Fair Value Measurements												Estimated Fair Value Measurements
			Quoted		Significant										Quoted		Significant
			Prices in		Other		Significant								Prices in		Other		Significant
			Active		Observable		Unobservable								Active		Observable		Unobservable
	Carrying		Markets		Inputs		Inputs		Carrying		Estimated		Carrying		Markets		Inputs		Inputs
	Amount		(Level 1)		(Level 2)		(Level 3)		Amount		Fair Value		Amount		(Level 1)		(Level 2)		(Level 3)
Assets -
Assets—
Marketable securities	$	5,247	$	5,247	$	—	$	—	$	4,701	$	4,701	$	6,086	$	6,086	$	—	$	—
Liabilities -
Foreign currency forward contracts	$	—	$	—	$	—	$	—	$	3,061	$	3,061		776		—		776		—
Liabilities—
Foreign currency forward contracts													$	1,978	$	—	$	1,978	$	—

~~At the time of valuation, the~~

December 31, 2012

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

5,816

—

The derivative instruments ~~were~~have been valued using actively quoted prices and quotes obtained from the counterparties to the derivative instruments. 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 (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 1311 — Accumulated Other Comprehensive Loss

The following table sets forth the changes in AOCL by component for the period ended March 31, 2013. All amounts within the table are shown net of tax.


				Defined
	Losses on			Benefit			Foreign
	Cash Flow			Pension			Currency
	Hedges⁽¹⁾			Items⁽²⁾			Items			Total
Balance at beginning of period	$	—		$	(95,071	)	$	(20,378	)	$	(115,449	)

Activity during period:
Other comprehensive income (loss) before reclassifications		(1,202	)		—			2,657			1,455
Amounts reclassified from AOCL		—			1,642			—			1,642

Net current period other comprehensive income (loss)		(1,202	)		1,642			2,657			3,097

Balance at end of period	$	(1,202	)	$	(93,429	)	$	(17,721	)	$	(112,352	)

(1)	Losses on cash flow hedges are related to our foreign currency forward contracts. Reclassifications from AOCL are recognized through “other income” on our Consolidated Statement of Income. See Note 9 for additional information.

(2)

Defined benefit pension items relate to actuarial losses and the amortization of prior service costs. Reclassifications from AOCL are recognized as expense on our Consolidated Statement of Income through either “contract drilling services” or “general and administrative”. See Note 8 for additional information.

Note 12 — Commitments and Contingencies

TheNoble Homer Ferrington was under contract with a subsidiary of ExxonMobil Corporation (“ExxonMobil”), which entered into an assignment agreement with BP for a ~~two well~~two-well farmout of the rig in Libya after successfully drilling two wells with the rig for ExxonMobil. In August 2010, BP attempted to terminate the assignment agreement claiming that the rig was not in the required ~~condition.~~condition, and ExxonMobil ~~has~~ 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 both BP and ExxonMobil. We do not believe BP had the right to terminate the assignment agreement and believe the rig was ~~fully~~ ready to operate under the drilling contract. The rig operated under farmout arrangements from March 2011 to the conclusion of the contract in the second quarter of 2012. We believe we are owed dayrate by either or both of these clients. The operating dayrate was approximately $538,000 per day for the work in Libya. The arbitration process is proceeding, and we intend to vigorously pursue these claims. As a result of the uncertainties noted above, we have not recognized any revenue during the assignment period and the matter could have a material positive effect on our results of operations or cash flows in the period the matter is resolved should the arbitration panel ultimately rule in our favor.

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

In August 2007, we entered into a drilling contract with Marathon Oil Company (“Marathon”) for theNoble Jim Day to operate in the U.S. Gulf of Mexico. On January 1, 2011, Marathon provided notice that it was terminating the contract. Marathon’s stated reason for the termination was that the rig had not been accepted by Marathon by December 31, 2010, and Marathon also maintained that a force majeure condition existed under the contract. The contract contained a provision allowing Marathon to terminate if the rig had not commenced operations by December 31, 2010. We believe the rig was ready to commence operations and should have been accepted by Marathon. The contract term was for four years. No revenue has been recognized under this contract. We have contracted the rig for much of the original term with other customers. In March 2011, we filed suit in Texas State District Court against Marathon seeking damages for its ~~actions, and the~~actions. The suit is ~~proceeding.~~proceeding and we expect the trial to occur in the third quarter of 2013. We cannot ~~provide assurance as to~~predict the outcome of this lawsuit.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In November 2012, the U.S. Coast Guard in Alaska conducted an inspection of our drillship, theNoble Discoverer, and cited a number of deficiencies to be remediated, including issues relating to the main propulsion and safety management system. We initiated a comprehensive effort to address the deficiencies identified by the Coast Guard and commenced an ongoing dialogue with the agency to keep it apprised of our progress. We began an internal investigation in conjunction with the Coast Guard inspection, and the Coast Guard then began its own investigation. We reported certain potential violations of applicable law to the Coast Guard identified as a result of our internal investigation. These related to what we believe were certain unauthorized disposals of collected deck and sea water from theNoble Discoverer, collected, treated deck water from theKulluk and potential record-keeping issues with the oil record books for theNoble Discoverer, Kulluk and other rigs and with the garbage log for theKulluk. The Coast Guard referred theNoble Discoverer matter to the U.S. Department of Justice (“DOJ”) for further investigation, and we have also been informed that the Coast Guard has referred theKulluk matter to the DOJ. We are cooperating with the DOJ and Coast Guard in connection with their investigation. We cannot predict when the DOJ and Coast Guard will conclude the investigation and cannot provide any assurances with respect to the outcome. If the DOJ or Coast Guard determines that violations of applicable law have occurred, they could seek civil and criminal sanctions, including monetary penalties, against us and/or certain of our employees, as well as oversight of our operational compliance programs. Based on information obtained to date, we believe it is probable that we will have to pay an amount to resolve this matter. However, we are not in a position to estimate the potential liability that may result and have not made any accrual in our consolidated financial statements at March 31, 2013.

In January 2012, we were assessed a fine by the Brazilian government in the amount of R$1.8 million (approximately $889,000) in connection with the inadvertent discharge of drilling fluid from one of our rigs offshore Brazil in September 2011. We have accepted and paid the assessment.

In October 2011, we were assessed a fine by the Brazilian government in the amount of R$238,000 (approximately $118,000) in connection with the inadvertent discharge of approximately 200 barrels of drilling fluid from one of our vessels offshore Brazil in November 2010. We have accepted and paid the assessment.

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 ~~June 30, 2012,~~March 31, 2013, there were 2630 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, Mississippi and Texas. 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, including certain disputes with customers over receivables discussed in Note 7,4, 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 ~~income~~ tax returns filed in those jurisdictions are subject to review and examination by tax authorities within those jurisdictions. The U.S. Internal Revenue Service (“IRS”) has completed its ~~audit~~ examination of our ~~2008 U.S.~~ tax ~~return and~~reporting for the taxable year ended December 31, 2008. The examination team has proposed adjustments ~~and deficiencies~~ with respect to certain items that were reported by us for the 2008 tax year. We believe that we have accurately reported all amounts included in our 2008 tax ~~return,~~returns, and have filed protests with the IRS Appeals Office ~~of Appeals~~ contesting the examination team’s proposed ~~adjustments.~~adjustments, and we are still waiting on a final resolution of these issues. We intend to vigorously defend our reported positions. ~~Our~~The IRS has begun its examination of our tax reporting for the taxable year ended December 31, 2009. We believe that we have accurately reported all amounts in our 2009 tax return is under audit, and we expect to receive additional Information Document Requests in the coming months. In addition, a U.S. subsidiary of Frontier is also under audit by the IRS for its 2007 and 2008 tax returns. Furthermore, we are currently contesting several non-U.S. tax assessments and may contest future assessments when we disagree with those assessments based on the technical merits of the positions established at the time of the filing of the tax return. We believe the ultimate resolution of the outstanding assessments, 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 the existing or future assessments.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Our Mexican income tax returns have been examined for the 2002 through 2007 periods and audit claims have been assessed for approximately ~~$297~~$341 million (including interest and penalties). During 2011, we received from the Regional Chamber of the Federal Tax Court adverse decisions with respect to approximately $5$6 million in assessments related to depreciation deductions, which we are appealing. We are also contesting all other assessments in Mexico. Tax authorities in Mexico and other jurisdictions 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.

Additional audit claims of approximately ~~$75~~$126 million attributable to income, customs and other business taxes have been assessed against us in other jurisdictions. We have contested, or intend to contest, these assessments, 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.

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

We maintain certain insurance coverage against specified marine perils, which includes physical damage and loss of hire. Damage caused by hurricanes has negatively impacted the energy insurance market, resulting in more restrictive and expensive coverage for U.S. named windstorm perils. Accordingly, we have elected to significantly reduce the named windstorm insurance on our rigs operating in the U.S. Gulf of Mexico. Presently, we insure theNoble Jim Thompson,Noble Amos Runner andNoble Driller for “total loss only” when caused by a named windstorm. ~~Our~~For theNoble Bully I, our customer assumes the risk of loss ~~on the~~~~Noble Bully I~~due to a named windstorm event, ~~up to $450 million per occurrence~~ pursuant to the terms of the drilling contract, ~~relating to such vessel, provided~~through the purchase of insurance coverage (provided that we are responsible for any deductible under such policy) or, at its option, the ~~first $25 million per occurrence for~~assumption of the risk of loss up to the insured value in lieu of the purchase of such ~~named windstorm events.~~insurance. The remaining rigs in the U.S. Gulf of Mexico are self-insured for named windstorm perils. Our rigs located in the Mexico portion of the Gulf of Mexico remain covered by commercial insurance for windstorm damage. In addition, we maintain physical damage deductibles on our rigs ranging from $15 million to $25 million per occurrence, depending on location. 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 or strikes. 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.

In January 2012, we were assessed a fine by the Brazilian government in the amount of R$1.8 million (approximately $900,000) in connection with the inadvertent discharge of drilling fluid from one of our rigs offshore Brazil in September 2011. We have accepted the assessment.

In October 2011, we were assessed a fine by the Brazilian government in the amount of R$238,000 (approximately $120,000) in connection with the inadvertent discharge of drilling fluid from one of our rigs offshore Brazil in November 2010. We have accepted the assessment.

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 ~~$3.1~~$2.6 billion at ~~June 30, 2012.~~March 31, 2013.

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-Swiss (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.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Nigerian Operations

During the fourth quarter of 2007, our Nigerian subsidiary received letters from the Nigerian Maritime Administration and Safety Agency (“NIMASA”) seeking to collect a ~~two~~2 percent surcharge on contract amounts under contracts performed by “vessels,” within the meaning of Nigeria’s cabotage laws, engaged in the Nigerian coastal shipping trade. Although we do not believe that these laws apply to our ownership of drilling units, NIMASA is seeking to apply a provision of the Nigerian cabotage laws (which became effective on May 1, 2004) to our offshore drilling units by considering these units to be “vessels” within the meaning of those laws and therefore subject to the surcharge, which is imposed only upon “vessels.” Our offshore drilling units are not engaged in the Nigerian coastal shipping trade and are not in our view “vessels” within the meaning of Nigeria’s cabotage laws. In January 2008, we filed an originating summons against NIMASA and the Minister of Transportation in the Federal High Court of Lagos, Nigeria seeking, among other things, a declaration that our drilling operations do not constitute “coastal trade” or “cabotage” within the meaning of Nigeria’s cabotage laws and that our offshore drilling units are not “vessels” within the meaning of those laws. In February 2009, NIMASA filed suit against us in the Federal High Court of Nigeria seeking collection of the cabotage surcharge. In August 2009, the court issued a favorable ruling in response to our originating summons stating that drilling operations do not fall within the cabotage laws and that drilling rigs are not vessels for purposes of those laws. The court also issued an injunction against the defendants prohibiting their interference with our drilling rigs or drilling operations. NIMASA has appealed the court’s ruling, although the court dismissed NIMASA’s lawsuit filed against us in February 2009. We intend to take all further appropriate legal action to resist the application of Nigeria’s cabotage laws to our drilling units. The outcome of any such legal action and the extent to which we may ultimately be responsible for the surcharge is uncertain. If it is ultimately determined that offshore drilling units constitute vessels within the meaning of the Nigerian cabotage laws, we may be required to pay the surcharge and comply with other aspects of the Nigerian cabotage laws, which could adversely affect our operations in Nigerian waters and require us to incur additional costs of compliance.

NIMASA had previously informed the Nigerian Content Division of its position that we were not in compliance with the cabotage laws. The Nigerian Content Division makes determinations of companies’ compliance with applicable local content regulations for purposes of government contracting, including contracting for services in connection with oil and gas concessions where the Nigerian national oil company is a partner. The Nigerian Content Division had previously barred us from participating in new tenders as a result of NIMASA’s allegations, although the Division reversed its actions based on the favorable Federal High Court ruling. However, no assurance can be given with respect to our ability to bid for future work in Nigeria until our dispute with NIMASA is resolved.

~~As previously disclosed,~~Under the Nigerian Industrial Training Fund Act of 2004, as amended, (the “Act”), Nigerian companies with five or more employees must contribute annually 1 percent of their payroll to the Industrial Training Fund (“ITF”) established under the Act to be used for the training of Nigerian nationals with a view towards generating a pool of indigenously trained manpower. We have not paid this amount on our expatriate workers employed by our non-Nigerian employment entity in ~~November 2010~~the past as we ~~finalized settlements~~did not believe the contribution obligation was applicable to them. In October 2012, we received a demand from the ITF for payments going back to 2004 and associated penalties in respect of these expatriate employees. In February 2013, the ITF filed suit seeking payment of these amounts. We do not believe that we owe the amount claimed and that, in the event we were to have any liability, it would not have a material adverse effect on our financial position or cash flows. We continue to investigate the matter and are also in discussions with the ~~SEC and~~ITF to resolve the Department of Justice as the result of an internal investigation of the legality under the United States Foreign Corrupt Practices Act (“FCPA”) and local laws of certain reimbursement payments made by our Nigerian affiliate to our customs agents in Nigeria. In January 2011, a subsidiary of Noble-Swiss resolved an investigation by the Nigerian Economic and Financial Crimes Commission and the Nigerian Attorney General Office into these same activities. Any additional investigation by these or other agencies could damage our reputation and result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might adversely affect our business, results of operations or financial condition. Further, resolving any additional investigations could be expensive and consume significant time and attention of our senior management.issue.

Note 1413 — Segment and Related Information

We report our contract drilling operations as a single reportable ~~segment:~~segment, Contract Drilling ~~Services. The consolidation of our contract drilling operations into one reportable segment is attributable to~~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 single, global market for contract drilling services and are often redeployed globally ~~in response~~due to changing demands of our customers, which consist largely of major non-U.S. and government owned/controlled oil and gas companies throughout the world. Our ~~Contract Drilling Services~~contract drilling services segment ~~currently~~ conducts contract drilling operations ~~principally~~ in the ~~U.S. Gulf of Mexico,~~United States, Mexico, Brazil, the North Sea, the Mediterranean, West Africa, the Middle East, India, Asia and ~~the Asian Pacific.~~Australia.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We evaluate the performance of our operating segment ~~primarily~~ based on ~~operating~~ revenues from external customers and ~~net income.~~segment profit. Summarized financial information of our reportable ~~segments~~segment for the three ~~and six~~ months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011 for Noble-Swiss and Noble-Cayman are~~is shown in the following table. The “Other” column includes results of labor contract drilling services in Canada and Alaska, as well as corporate related items. The consolidated financial statements of Noble-Swiss include the accounts of Noble-Cayman, and Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries. As a result, the summarized financial information for Noble-Cayman is substantially the same as Noble-Swiss.

   Noble-Swiss
   Three Months Ended June 30,
   2012 2011
   Contract Contract
   Drilling Drilling
   Services Other Total Services Other Total
Revenues from external customers
   $ 878,372    $ 20,551    $ 898,923    $ 612,845    $ 15,152    $ 627,997
Depreciation and amortization
   180,112    3,503    183,615    159,843    3,276    163,119
Segment operating income / (loss)
   246,161    (1,666 ) 244,495    77,309    1,736    79,045
Interest expense, net of amount capitalized
   (105 ) (20,547 ) (20,652 ) (683 ) (14,146 ) (14,829 )
Income tax (provision) / benefit
   (51,098 ) 4,742    (46,356 ) (11,418 ) 1,910    (9,508 )
Segment profit / (loss)
   178,094    (18,276 ) 159,818    64,939    (10,856 ) 54,083
Total assets (at end of period)
   13,483,083    552,933    14,036,016    12,046,536    391,702    12,438,238

   Noble-Cayman
   Three Months Ended June 30,
   2012 2011
   Contract Contract
   Drilling Drilling
   Services Other Total Services Other Total
Revenues from external customers
   $ 878,372    $ 20,551    $ 898,923    $ 612,845    $ 15,152    $ 627,997
Depreciation and amortization
   180,112    2,991    183,103    159,843    2,793    162,636
Segment operating income
   248,065    8,783    256,848    83,833    9,209    93,042
Interest expense, net of amount capitalized
   (105 ) (20,547 ) (20,652 ) (683 ) (14,146 ) (14,829 )
Income tax (provision) / benefit
   (51,098 ) 5,121    (45,977 ) (11,418 ) 2,261    (9,157 )
Segment profit / (loss)
   179,998    (7,028 ) 172,970    71,463    (2,645 ) 68,818
Total assets (at end of period)
   13,483,083    514,241    13,997,324    12,046,536    353,149    12,399,685

~~NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES~~

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

   Noble-Swiss
   Six Months Ended June 30,
   2012 2011
   Contract Contract
   Drilling Drilling
   Services Other Total Services Other Total
Revenues from external customers
   $ 1,659,615    $ 36,998    $ 1,696,613    $ 1,177,499    $ 29,386    $ 1,206,885
Depreciation and amortization
   348,060    6,632    354,692    314,731    6,510    321,241
Segment operating income
   386,428    1,710    388,138    162,025    3,284    165,309
Interest expense, net of amount capitalized
   (194 ) (30,954 ) (31,148 ) (1,768 ) (32,102 ) (33,870 )
Income tax (provision) / benefit
   (73,698 ) 5,753    (67,945 ) (30,281 ) 5,414    (24,867 )
Segment profit / (loss)
   303,578    (23,585 ) 279,993    131,819    (23,241 ) 108,578
Total assets (at end of period)
   13,483,083    552,933    14,036,016    12,046,536    391,702    12,438,238


	Noble-Cayman
	Six Months Ended June 30,																		Three Months Ended March 31,
	2012									2011									2013									2012
	Contract									Contract									Contract									Contract
	Drilling									Drilling									Drilling									Drilling
	Services			Other			Total			Services			Other			Total			Services			Other			Total			Services			Other			Total
Revenues from external customers	$	1,659,615		$	36,998		$	1,696,613		$	1,177,499		$	29,386		$	1,206,885		$	949,458		$	21,517		$	970,975		$	781,243		$	16,447		$	797,690
Depreciation and amortization		348,060			5,616			353,676			314,731			5,560			320,291			202,619			3,537			206,156			167,948			3,129			171,077
Segment operating income		393,197			21,779			414,976			174,080			18,408			192,488			225,134			4,657			229,791			140,267			3,376			143,643
Interest expense, net of amount capitalized		(194	)		(30,954	)		(31,148	)		(1,768	)		(32,102	)		(33,870	)		(120	)		(27,181	)		(27,301	)		(89	)		(10,407	)		(10,496	)
Income tax (provision) / benefit		(73,698	)		6,510			(67,188	)		(30,281	)		6,099			(24,182	)
Segment profit / (loss)		310,347			(2,725	)		307,622			143,874			(7,396	)		136,478
Income tax (provision)/ benefit																				(38,241	)		3,889			(34,352	)		(22,600	)		1,011			(21,589	)
Segment profit/ (loss)																				169,051			(18,991	)		150,060			125,484			(5,309	)		120,175
Total assets (at end of period)		13,483,083			514,241			13,997,324			12,046,536			353,149			12,399,685			14,212,435			677,523			14,889,958			13,248,321			646,880			13,895,201

Note 1514 — Accounting Pronouncements

In ~~May 2011,~~February 2013, the FASB issued Accounting Standards Update (“ASU”) No. ~~2011-04,~~2013-02, which amends FASB Accounting Standards Codification (“ASC”) Topic ~~820, “Fair Value Measurements and Disclosures.~~220, “Comprehensive Income.” This amended guidance ~~clarifies the wording used to describe many of the requirements in accounting literature for measuring fair value and for disclosing~~requires additional information about ~~fair value measurements. The goal~~reclassification adjustments out of ~~the amendment is to create consistency between the United States~~comprehensive income, including changes in comprehensive income balances by component and ~~international accounting standards. The~~significant items reclassified out of comprehensive income. This guidance is effective for ~~annual and interim~~ reporting periods beginning ~~on or~~ after December 15, ~~2011. Our~~2012. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

In ~~June 2011,~~March 2013, the FASB issued ASU No. ~~2011-05,~~2013-05, which amends ASC Topic ~~220, “Comprehensive Income.~~830, “Foreign Currency Matters.” This ASU ~~allows an~~provides guidance on foreign currency translation adjustments when a parent entity ceases to ~~present the total~~have a controlling interest on a previously consolidated subsidiary or group of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.assets. The ~~amendment no longer allows an entity to show changes to other comprehensive income solely through the statement of equity. For publicly traded entities, the~~ guidance is effective for ~~annual and interim reporting periods~~fiscal years beginning on or after December 15, ~~2011. Our~~2013. We are still evaluating what impact, if any, the adoption of this guidance ~~did not~~will have ~~a material impact~~ on our financial condition, results of operations, cash flows or financial disclosures.

Note 15 — Net Change in Other Assets and Liabilities

The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:


	Noble-Swiss						Noble-Cayman
	Three months ended						Three months ended
	March 31,						March 31,
	2013			2012			2013			2012
Accounts receivable	$	(125,192	)	$	(88,969	)	$	(125,192	)	$	(88,969	)
Other current assets		(47,920	)		(71,328	)		(49,017	)		(72,745	)
Other assets		1,101			(1,313	)		1,099			(1,315	)
Accounts payable		12,901			7,014			12,970			6,304
Other current liabilities		(18,947	)		(31,789	)		(21,095	)		(31,691	)
Other liabilities		(680	)		(2,087	)		(680	)		(2,086	)

	$	(178,737	)	$	(188,472	)	$	(181,915	)	$	(190,502	)

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 16 — ~~Net Change in Other Assets and Liabilities~~Information about Noble-Cayman

~~The net effect of changes in other assets and liabilities on cash flows from operating activities is as follows:~~

   Noble-Swiss Noble-Cayman
   Six months ended Six months ended
   June 30, June 30,
   2012 2011 2012 2011
Accounts receivable
   $ (87,244 ) $ (122,605 ) $ (87,244 ) $ (122,572 )
Other current assets
   (82,590 ) (55,141 ) (85,357 ) (46,895 )
Other assets
   (10,452 ) (13,344 ) (10,454 ) (15,821 )
Accounts payable
   9,776    (17,020 ) 8,804    (17,050 )
Other current liabilities
   (2,282 ) 1,544    (1,997 ) (11,283 )
Other liabilities
   33,608    16,030    33,608    16,004


   $ (139,184 ) $ (190,536 ) $ (142,640 ) $ (197,617 )

~~Note 17 —~~ Guarantees of Registered Securities

Noble-Cayman or one or more subsidiaries of Noble-Cayman are a co-issuer or guarantor or otherwise obligated as of ~~June 30, 2012~~March 31, 2013 as follows:


	Issuer
Notes	(Co-Issuer(s))	Guarantor(s)
$300 million 5.875% Senior Notes due 2013	Noble-Cayman	~~Noble Drilling Corporation (“NDC”)~~NDC
		NHIL
$250 million 7.375% Senior Notes due 2014	NHIL	Noble-Cayman
$350 million 3.45% Senior Notes due 2015	NHIL	Noble-Cayman
$300 million 3.05% Senior Notes due 2016	NHIL	Noble-Cayman
$300 million 2.50% Senior Notes due 2017	NHIL	Noble-Cayman
$202 million 7.50% Senior Notes due 2019	~~NDC~~NDC;	~~Noble-Cayman~~Noble-Cayman;
	Noble Drilling Services 6 LLC (“NDS6”)	Noble Holding (U.S.) Corporation (“NHC”);
		Noble Drilling Holding LLC (“NDH”)
$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
$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

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

Revision

As part of our worldwide asset consolidation completed in 2009, NDC received a limited partnership interest in one of our Other Non-Guarantor Subsidiaries of Noble. This limited partnership interest has historically been included as a component of Total Shareholder Equity and income attributable to this limited partnership interest has been included in Net Income Attributable to Noble Corporation in the Other Non-Guarantor Subsidiaries of Noble column in the condensed consolidating financial statements. We concluded these errors were not material individually or in the aggregate to any of the previously issued financial statements taken as a whole.

During the first quarter of 2013, we amended the presentation of this limited partnership interest in the Other Non-guarantor Subsidiaries of Noble column to correctly present it as a noncontrolling interest and to record the income attributable to NDC as Net Income Attributable to Noncontrolling Interests. We also made appropriate adjustments to the Consolidating Adjustments column. The following chart presents the impact of this change in presentation in the Other Non-Guarantor Subsidiaries of Noble and Consolidating Adjustments columns on the historical Condensed Consolidating Balance Sheet and Condensed Consolidating Statement of Income. The revisions below did not impact our Condensed Consolidating Statement of Cash Flows.

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Other Non-Guarantor
	Subsidiaries of Noble						Consolidating Adjustments
	As reported			As amended			As reported			As amended
December 31, 2010
Income statement- Twelve months ended
Net income	$	1,023,782		$	1,023,782		$	(2,963,512	)	$	(2,963,512	)
Net income attributable to noncontrolling interests		(3	)		(41,889	)		—			41,886

Net income attributable to Noble Corporation	$	1,023,779		$	981,893		$	(2,963,512	)	$	(2,921,626	)

December 31, 2011
Income statement- Twelve months ended
Net income	$	634,128		$	634,128		$	(1,758,285	)	$	(1,758,285	)
Net loss attributable to noncontrolling interests		7,273			(15,808	)		—			23,081

Net income attributable to Noble Corporation	$	641,401		$	618,320		$	(1,758,285	)	$	(1,735,204	)

Balance Sheet
Total shareholder equity	$	9,853,129		$	9,483,809		$	(28,268,572	)	$	(27,899,252	)
Noncontrolling interests		691,331			1,060,651			—			(369,320	)

Total equity	$	10,544,460		$	10,544,460		$	(28,268,572	)	$	(28,268,572	)

March 31, 2012
Income statement- Three months ended
Net income	$	173,657		$	173,657		$	(591,588	)	$	(591,588	)
Net loss attributable to noncontrolling interests		6,832			(1,196	)		—			8,028

Net income attributable to Noble Corporation	$	180,489		$	172,461		$	(591,588	)	$	(583,560	)

June 30, 2012
Income statement- Three months ended
Net income	$	253,086		$	253,086		$	(662,439	)	$	(662,439	)
Net income attributable to noncontrolling interests		(18,857	)		(29,201	)		—			10,344

Net income attributable to Noble Corporation	$	234,229		$	223,885		$	(662,439	)	$	(652,095	)

Income statement- Six months ended
Net income	$	426,743		$	426,743		$	(1,254,027	)	$	(1,254,027	)
Net income attributable to noncontrolling interests		(12,025	)		(30,397	)		—			18,372

Net income attributable to Noble Corporation	$	414,718		$	396,346		$	(1,254,027	)	$	(1,235,655	)

NOBLE CORPORATION (NOBLE-SWISS) AND SUBSIDIARIES

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


	Other Non-Guarantor
	Subsidiaries of Noble						Consolidating Adjustments
	As reported			As amended			As reported			As amended
September 30, 2012
Income statement- Three months ended
Net income	$	211,597		$	211,597		$	(569,368	)	$	(569,368	)
Net income attributable to noncontrolling interests		(14,906	)		(22,246	)		—			7,340

Net income attributable to Noble Corporation	$	196,691		$	189,351		$	(569,368	)	$	(562,028	)

Income statement- Nine months ended
Net income	$	638,340		$	638,340		$	(1,823,395	)	$	(1,823,395	)
Net income attributable to noncontrolling interests		(26,931	)		(52,643	)		—			25,712

Net income attributable to Noble Corporation	$	611,409		$	585,697		$	(1,823,395	)	$	(1,797,683	)

December 31, 2012
Income statement- Twelve months ended
Net income	$	280,763		$	280,763		$	(1,891,202	)	$	(1,891,202	)
Net income attributable to noncontrolling interests		(33,793	)		(68,969	)		—			35,176

Net income attributable to Noble Corporation	$	246,970		$	211,794		$	(1,891,202	)	$	(1,856,026	)

Balance Sheet
Total shareholder equity	$	9,913,839		$	9,509,343		$	(29,719,135	)	$	(29,314,639	)
Noncontrolling interests		765,124			1,169,620			—			(404,496	)

Total equity	$	10,678,963		$	10,678,963		$	(29,719,135	)	$	(29,719,135	)

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

~~June 30, 2012~~March 31, 2013

(in thousands)


													Other																					Other
													Non-guarantor																					Non-guarantor
	Noble-		NHC and NDH										Subsidiaries			Consolidating						Noble-		NHC and NDH										Subsidiaries			Consolidating
	Cayman		Combined			NDC			NHIL		NDS6		of Noble			Adjustments			Total			Cayman		Combined			NDC			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	95	$	331		$	—		$	4	$	—	$	267,440		$	—		$	267,870		$	5	$	477		$	—		$	2	$	—	$	207,559		$	—		$	208,043
Accounts receivable		—		15,595			3,325			—		—		674,613			—			693,533			—		20,680			3,226			—		—		863,853			—			887,759
Taxes receivable		—		4,566			—			—		—		93,179			—			97,745			—		8,341			—			—		—		107,226			—			115,567
Prepaid expenses		—		502			9			—		—		76,119			—			76,630			—		422			9			—		—		95,460			—			95,891
Short-term notes receivable from affiliates		—		119,476			—			—		—		234,992			(354,468	)		—			—		119,476			—			—		586,769		326,671			(1,032,916	)		—
Accounts receivable from affiliates		761,630		130,097			973,381			563,640		39,829		5,340,324			(7,808,901	)		—			822,677		150,838			1,062,522			467,184		45,200		6,009,283			(8,557,704	)		—
Other current assets		516		641			196			—		—		141,188			—			142,541			94		639			196			—		—		111,619			—			112,548

Total current assets		762,241		271,208			976,911			563,644		39,829		6,827,855			(8,163,369	)		1,278,319			822,776		300,873			1,065,953			467,186		631,969		7,721,671			(9,590,620	)		1,419,808

Property and equipment, at cost		—		2,326,256			74,856			—		—		13,618,432			—			16,019,544			—		2,898,924			76,394			—		—		14,317,684			—			17,293,002
Accumulated depreciation		—		(285,259	)		(56,410	)		—		—		(3,284,603	)		—			(3,626,272	)		—		(297,835	)		(59,403	)		—		—		(3,779,874	)		—			(4,137,112	)

Property and equipment, net		—		2,040,997			18,446			—		—		10,333,829			—			12,393,272			—		2,601,089			16,991			—		—		10,537,810			—			13,155,890

Notes receivable from affiliates		3,816,463		1,206,000			—			3,524,814		479,107		2,578,007			(11,604,391	)		—			3,816,463		1,206,000			—			3,524,814		479,107		2,110,379			(11,136,763	)		—
Investments in affiliates		7,322,022		9,407,807			3,418,778			7,016,530		2,219,318		—			(29,384,455	)		—			7,972,834		9,496,533			3,350,670			7,638,820		1,865,269		—			(30,324,126	)		—
Other assets		6,745		554			435			27,584		820		289,595			—			325,733			7,061		301			452			25,068		728		243,001			—			276,611

Total assets	$	11,907,471	$	12,926,566		$	4,414,570		$	11,132,572	$	2,739,074	$	20,029,286		$	(49,152,215	)	$	13,997,324		$	12,619,134	$	13,604,796		$	4,434,066		$	11,655,888	$	2,977,073	$	20,612,861		$	(51,051,509	)	$	14,852,309

LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	73,168	$	51,054		$	110,770		$	—	$	—	$	119,476		$	(354,468	)	$	—		$	90,314	$	125,587		$	110,770		$	—	$	—	$	706,245		$	(1,032,916	)	$	—
Accounts payable		—		3,141			555			—		—		272,702			—			276,398			—		5,709			805			—		—		312,676			—			319,190
Accrued payroll and related costs		—		4,530			7,223			—		—		105,284			—			117,037			—		6,223			8,304			—		—		93,311			—			107,838
Accounts payable to affiliates		900,919		4,342,182			3,741			138,782		53,235		2,370,042			(7,808,901	)		—			921,727		4,945,931			6,277			177,838		92,548		2,413,383			(8,557,704	)		—
Taxes payable																							—		11,316			—			—		—		131,753			—			143,069
Interest payable		1,548		—			—			67,248		4,412		—			—			73,208			5,943		—			—			17,128		630		—			—			23,701
Taxes payable		—		9,595			—			—		—		75,298			—			84,893
Other current liabilities		—		—			241			—		—		108,435			—			108,676			—		522			240			—		—		168,435			—			169,197

Total current liabilities		975,635		4,410,502			122,530			206,030		57,647		3,051,237			(8,163,369	)		660,212			1,017,984		5,095,288			126,396			194,966		93,178		3,825,803			(9,590,620	)		762,995

Long-term debt		449,966		—			—			3,792,633		201,695		—			—			4,444,294			849,483		—			—			3,793,015		201,695		—			—			4,844,193
Notes payable to affiliates		2,855,394		1,039,500			—			975,000		1,342,000		5,392,497			(11,604,391	)		—			2,840,287		586,979			—			975,000		1,342,000		5,392,497			(11,136,763	)		—
Deferred income taxes		—		—			15,731			—		—		222,314			—			238,045			—		(2,431	)		15,731			—		—		210,200			—			223,500
Other liabilities		19,929		17,361			—			—		—		269,107			—			306,397			19,931		17,960			—			—		—		309,504			—			347,395

Total liabilities		4,300,924		5,467,363			138,261			4,973,663		1,601,342		8,935,155			(19,767,760	)		5,648,948			4,727,685		5,697,796			142,127			4,962,981		1,636,873		9,738,004			(20,727,383	)		6,178,083

Commitments and contingencies

Total shareholder equity		7,606,547		7,459,203			4,276,309			6,158,909		1,137,732		10,352,302			(29,384,455	)		7,606,547			7,891,449		7,907,000			4,291,939			6,692,907		1,340,200		9,677,699			(29,909,745	)		7,891,449
Noncontrolling interest		—		—			—			—		—		741,829			—			741,829			—		—			—			—		—		1,197,158			(414,381	)		782,777

Total equity		7,606,547		7,459,203			4,276,309			6,158,909		1,137,732		11,094,131			(29,384,455	)		8,348,376			7,891,449		7,907,000			4,291,939			6,692,907		1,340,200		10,874,857			(30,324,126	)		8,674,226

Total liabilities and equity	$	11,907,471	$	12,926,566		$	4,414,570		$	11,132,572	$	2,739,074	$	20,029,286		$	(49,152,215	)	$	13,997,324		$	12,619,134	$	13,604,796		$	4,434,066		$	11,655,888	$	2,977,073	$	20,612,861		$	(51,051,509	)	$	14,852,309

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2011~~2012

As Amended

(in thousands)


													Other																					Other
													Non-guarantor																					Non-guarantor
	Noble-		NHC and NDH										Subsidiaries			Consolidating						Noble-		NHC and NDH										Subsidiaries			Consolidating
	Cayman		Combined			NDC			NHIL		NDS6		of Noble			Adjustments			Total			Cayman		Combined			NDC			NHIL		NDS6		of Noble			Adjustments			Total
ASSETS
Current assets
Cash and cash equivalents	$	146	$	385		$	—		$	—	$	—	$	234,525		$	—		$	235,056		$	1,003	$	904		$	—		$	2	$	—	$	275,466		$	—		$	277,375
Accounts receivable		—		10,810			3,371			—		—		572,982			—			587,163			—		14,885			3,335			—		—		725,453			—			743,673
Taxes receivable		—		4,566			—			—		—		70,718			—			75,284			—		8,341			—			—		—		103,969			—			112,310
Prepaid expenses		—		453			19			—		—		32,633			—			33,105			—		396			9			—		—		40,827			—			41,232
Short-term notes receivable from affiliates		—		119,476			—			—		—		122,298			(241,774	)		—			—		119,476			—			—		586,769		252,138			(958,383	)		—
Accounts receivable from affiliates		1,683,740		99,202			879,581			159,132		33,905		6,372,657			(9,228,217	)		—			664,375		140,014			1,015,204			526,483		38,895		5,855,066			(8,240,037	)		—
Other current assets		—		643			196			93		—		119,177			—			120,109			235		639			196			—		—		121,579			—			122,649

Total current assets		1,683,886		235,535			883,167			159,225		33,905		7,524,990			(9,469,991	)		1,050,717			665,613		284,655			1,018,744			526,485		625,664		7,374,498			(9,198,420	)		1,297,239

Property and equipment, at cost		—		2,737,764			75,001			—		—		12,693,229			—			15,505,994			—		2,735,223			76,428			—		—		14,123,496			—			16,935,147
Accumulated depreciation		—		(232,621	)		(54,599	)		—		—		(3,117,369	)		—			(3,404,589	)		—		(283,028	)		(58,411	)		—		—		(3,597,079	)		—			(3,938,518	)

Property and equipment, net		—		2,505,143			20,402			—		—		9,575,860			—			12,101,405			—		2,452,195			18,017			—		—		10,526,417			—			12,996,629

Notes receivable from affiliates		3,842,062		675,000			—			2,336,527		572,107		2,678,192			(10,103,888	)		—			3,816,463		1,206,000			—			3,524,814		479,107		2,171,875			(11,198,259	)		—
Investments in affiliates		6,969,201		9,101,938			3,450,212			6,605,771		2,141,450		—			(28,268,572	)		—			7,770,066		9,170,923			3,386,879			7,413,361		1,977,906		—			(29,719,135	)		—
Other assets		3,230		473			483			18,548		880		281,669			—			305,283			5,798		320			543			25,895		759		243,243			—			276,558

Total assets	$	12,498,379	$	12,518,089		$	4,354,264		$	9,120,071	$	2,748,342	$	20,060,711		$	(47,842,451	)	$	13,457,405		$	12,257,940	$	13,114,093		$	4,424,183		$	11,490,555	$	3,083,436	$	20,316,033		$	(50,115,814	)	$	14,570,426

LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	72,298	$	50,000		$	—		$	—	$	—	$	119,476		$	(241,774	)	$	—		$	90,314	$	51,054		$	110,770		$	—	$	—	$	706,245		$	(958,383	)	$	—
Accounts payable		—		5,577			985			—		—		429,167			—			435,729			—		6,522			1,183			—		—		341,889			—			349,594
Accrued payroll and related costs		—		2,897			6,518			—		—		99,493			—			108,908			—		6,176			7,611			—		—		110,149			—			123,936
Accounts payable to affiliates		2,079,719		4,166,021			27,341			112,953		34,107		2,808,076			(9,228,217	)		—			900,063		4,806,235			5,444			165,065		77,075		2,286,155			(8,240,037	)		—
Taxes payable																							—		9,152			—			—		—		121,692			—			130,844
Interest payable		1,891		—			—			48,116		4,412		—			—			54,419			1,594		—			—			62,430		4,412		—			—			68,436
Taxes payable		—		10,032			—			—		—		81,158			—			91,190
Other current liabilities		—		—			240			—		—		123,159			—			123,399			—		—			240			—		—		158,259			—			158,499

Total current liabilities		2,153,908		4,234,527			35,084			161,069		38,519		3,660,529			(9,469,991	)		813,645			991,971		4,879,139			125,248			227,495		81,487		3,724,389			(9,198,420	)		831,309

Long-term debt		1,274,949		—			—			2,595,320		201,695		—			—			4,071,964			639,794		—			—			3,792,886		201,695		—			—			4,634,375
Notes payable to affiliates		1,667,291		1,147,500			85,000			975,000		811,000		5,418,097			(10,103,888	)		—			2,840,287		648,475			—			975,000		1,342,000		5,392,497			(11,198,259	)		—
Deferred income taxes		—		—			15,731			—		—		227,060			—			242,791			—		—			15,731			—		—		210,314			—			226,045
Other liabilities		19,929		24,878			—			—		—		210,565			—			255,372			19,930		17,815			—			—		—		309,870			—			347,615

Total liabilities		5,116,077		5,406,905			135,815			3,731,389		1,051,214		9,516,251			(19,573,879	)		5,383,772			4,491,982		5,545,429			140,979			4,995,381		1,625,182		9,637,070			(20,396,679	)		6,039,344

Commitments and contingencies

Total shareholder equity		7,382,302		7,111,184			4,218,449			5,388,682		1,697,128		9,853,129			(28,268,572	)		7,382,302			7,765,958		7,568,664			4,283,204			6,495,174		1,458,254		9,509,343			(29,314,639	)		7,765,958
Noncontrolling interest		—		—			—			—		—		691,331			—			691,331			—		—			—			—		—		1,169,620			(404,496	)		765,124

Total equity		7,382,302		7,111,184			4,218,449			5,388,682		1,697,128		10,544,460			(28,268,572	)		8,073,633			7,765,958		7,568,664			4,283,204			6,495,174		1,458,254		10,678,963			(29,719,135	)		8,531,082

Total liabilities and equity	$	12,498,379	$	12,518,089		$	4,354,264		$	9,120,071	$	2,748,342	$	20,060,711		$	(47,842,451	)	$	13,457,405		$	12,257,940	$	13,114,093		$	4,424,183		$	11,490,555	$	3,083,436	$	20,316,033		$	(50,115,814	)	$	14,570,426

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended ~~June 30, 2012~~March 31, 2013

(in thousands)

   Other
   Non-guarantor
   Noble- NHC and NDH Subsidiaries Consolidating
   Cayman Combined NDC NHIL NDS6 of Noble Adjustments Total
Operating revenues

Contract drilling services
   $ —      $ 38,348    $ 4,819    $ —      $ —      $ 824,684    $ (19,614 ) $ 848,237
Reimbursables
   —      502    —      —      —      30,310    —      30,812
Labor contract drilling services
   —      —      —      —      —      19,863    —      19,863
Other
   —      —      —      —      —      943    (932 ) 11


Total operating revenues
   —      38,850    4,819    —      —      875,800    (20,546 ) 898,923


Operating costs and expenses

Contract drilling services
   1,256    14,375    1,839    18,779    —      405,895    (20,546 ) 421,598
Reimbursables
   —      338    —      —      —      24,632    —      24,970
Labor contract drilling services
   —      —      —      —      —      11,847    —      11,847
Depreciation and amortization
   —      15,238    1,061    —      —      166,804    —      183,103
Selling, general and administrative
   454    1,465    —      9,618    —      3,930    —      15,467
Loss on impairment
   —      —      —      —      —      18,345    —      18,345
Gain on contract settlements/extinguishments, net
   —      (4,869 ) —      —      —      (28,386 ) —      (33,255 )


Total operating costs and expenses
   1,710    26,547    2,900    28,397    —      603,067    (20,546 ) 642,075


Operating income (loss)
   (1,710 ) 12,303    1,919    (28,397 ) —      272,733    —      256,848
Other income (expense)

Equity earnings in affiliates, net of tax
   197,409    154,580    10,078    230,830    69,542    —      (662,439 ) —
Interest expense, net of amounts capitalized
   (25,294 ) (14,003 ) (842 ) (29,494 ) (11,405 ) (20,076 ) 80,462    (20,652 )
Interest income and other, net
   2,565    10,867    (21 ) 32,925    2,815    32,919    (80,462 ) 1,608


Income before income taxes
   172,970    163,747    11,134    205,864    60,952    285,576    (662,439 ) 237,804
Income tax provision
   —      (13,487 ) —      —      —      (32,490 ) —      (45,977 )


Net Income
   172,970    150,260    11,134    205,864    60,952    253,086    (662,439 ) 191,827
Net income attributable to noncontrolling interests
   —      —      —      —      —      (18,857 ) —      (18,857 )


Net income attributable to Noble Corporation
   172,970    150,260    11,134    205,864    60,952    234,229    (662,439 ) 172,970


Other comprehensive loss, net
   (4,901 ) —      —      —      —      (4,901 ) 4,901    (4,901 )


Comprehensive income attributable to Noble Corporation
   $ 168,069    $ 150,260    $ 11,134    $ 205,864    $ 60,952    $ 229,328    $ (657,538 ) $ 168,069

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Six Months Ended June 30, 2012~~

~~(in thousands)~~


																Other
																Non-guarantor
	Noble-			NHC and NDH												Subsidiaries			Consolidating
	Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments			Total			Noble- Cayman			NHC and NDH Combined			NDC			NHIL			NDS6			other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	81,339		$	9,880		$	—		$	—		$	1,542,760		$	(39,432	)	$	1,594,547		$	—		$	46,957		$	4,991		$	—		$	—		$	897,239		$	(20,450	)	$	928,737
Reimbursables		—			5,810			—			—			—			60,143			—			65,953			—			586			—			—			—			20,588			—			21,174
Labor contract drilling services		—			—			—			—			—			35,871			—			35,871			—			—			—			—			—			21,054			—			21,054
Other		—			—			—			—			—			1,174			(932	)		242			—			—			—			—			—			10			—			10

Total operating revenues		—			87,149			9,880			—			—			1,639,948			(40,364	)		1,696,613			—			47,543			4,991			—			—			938,891			(20,450	)		970,975

Operating costs and expenses
Contract drilling services		2,439			28,694			3,610			36,412			—			805,953			(40,364	)		836,744			919			16,425			1,785			24,213			—			453,669			(20,450	)		476,561
Reimbursables		—			5,425			—			—			—			50,146			—			55,571			—			334			—			—			—			14,588			—			14,922
Labor contract drilling services		—			—			—			—			—			21,079			—			21,079			—			—			—			—			—			12,249			—			12,249
Depreciation and amortization		—			30,077			2,097			—			—			321,502			—			353,676			—			14,862			1,101			—			—			189,788			—			205,751
Selling, general and administrative		811			2,811			—			18,437			—			7,418			—			29,477
Loss on impairment		—			—			—			—			—			18,345			—			18,345
Gain on contract settlements/extinguishments, net		—			(4,869	)		—			—			—			(28,386	)		—			(33,255	)
General and administrative																										625			1,892			1			8,713			—			3,612			—			14,843
Gain on contract extinguishment																										—			—			—			—			—			(1,800	)		—			(1,800	)

Total operating costs and expenses		3,250			62,138			5,707			54,849			—			1,196,057			(40,364	)		1,281,637			1,544			33,513			2,887			32,926			—			672,106			(20,450	)		722,526

Operating income (loss)		(3,250	)		25,011			4,173			(54,849	)		—			443,891			—			414,976			(1,544	)		14,030			2,104			(32,926	)		—			266,785			—			248,449
Other income (expense)
Equity earnings in affiliates, net of tax		352,821			289,165			55,880			410,758			145,403			—			(1,254,027	)		—			202,765			96,943			7,453			225,457			116,028			—			(648,646	)		—
Interest expense, net of amounts capitalized		(45,900	)		(28,917	)		(2,188	)		(50,466	)		(19,188	)		(39,972	)		155,483			(31,148	)		(33,307	)		(7,562	)		(833	)		(34,560	)		(11,721	)		(23,334	)		84,016			(27,301	)
Interest income and other, net		3,951			18,691			(5	)		62,179			5,925			67,749			(155,483	)		3,007			1,630			10,814			7			39,761			6,305			25,562			(84,016	)		63

Income before income taxes		307,622			303,950			57,860			367,622			132,140			471,668			(1,254,027	)		386,835			169,544			114,225			8,731			197,732			110,612			269,013			(648,646	)		221,211
Income tax provision		—			(22,263	)		—			—			—			(44,925	)		—			(67,188	)		—			(4,556	)		—			—			—			(29,458	)		—			(34,014	)

Net Income		307,622			281,687			57,860			367,622			132,140			426,743			(1,254,027	)		319,647			169,544			109,669			8,731			197,732			110,612			239,555			(648,646	)		187,197
Net income attributable to noncontrolling interests		—			—			—			—			—			(12,025	)		—			(12,025	)		—			—			—			—			—			(27,538	)		9,885			(17,653	)

Net income attributable to Noble Corporation		307,622			281,687			57,860			367,622			132,140			414,718			(1,254,027	)		307,622			169,544			109,669			8,731			197,732			110,612			212,017			(638,761	)		169,544

Other comprehensive loss, net		(1,140	)		—			—			—			—			(1,140	)		1,140			(1,140	)
Other comprehensive income, net																										3,097			—			—			—			—			3,097			(3,097	)		3,097

Comprehensive income attributable to Noble Corporation	$	306,482		$	281,687		$	57,860		$	367,622		$	132,140		$	413,578		$	(1,252,887	)	$	306,482		$	172,641		$	109,669		$	8,731		$	197,732		$	110,612		$	215,114		$	(641,858	)	$	172,641

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended ~~June 30, 2011~~March 31, 2012

As Amended

(in thousands)

   Other
   Non-guarantor
   Noble- NHC and NDH Subsidiaries Consolidating
   Cayman Combined NDC NHIL NDS6 of Noble Adjustments Total
Operating revenues

Contract drilling services
   $ —      $ 35,090    $ 4,705    $ —      $ —      $ 566,145    $ (16,390 ) $ 589,550
Reimbursables
   —      1,778    —      —      —      22,344    —      24,122
Labor contract drilling services
   —      —      —      —      —      14,012    —      14,012
Other
   —      —      —      —      —      313    —      313


Total operating revenues
   —      36,868    4,705    —      —      602,814    (16,390 ) 627,997


Operating costs and expenses

Contract drilling services
   1,598    12,085    1,975    8,236    —      322,700    (16,390 ) 330,204
Reimbursables
   —      2,007    —      —      —      16,716    —      18,723
Labor contract drilling services
   —      —      —      —      —      8,750    —      8,750
Depreciation and amortization
   —      13,068    935    —      —      148,633    —      162,636
Selling, general and administrative
   1,792    1,209    —      7,626    1    4,014    —      14,642
Gain on contract extinguishments, net
   —      —      —      —      —      —      —      —


Total operating costs and expenses
   3,390    28,369    2,910    15,862    1    500,813    (16,390 ) 534,955


Operating income (loss)
   (3,390 ) 8,499    1,795    (15,862 ) (1 ) 102,001    —      93,042
Other income (expense)

Equity earnings in affiliates, net of tax
   88,486    64,434    19,176    122,310    71,736    —      (366,142 ) —
Interest expense, net of amounts capitalized
   (17,903 ) (15,323 ) (1,719 ) (23,530 ) (7,271 ) (886 ) 51,803    (14,829 )
Interest income and other, net
   1,625    6,932    37    11,435    2,252    29,375    (51,803 ) (147 )


Income before income taxes
   68,818    64,542    19,289    94,353    66,716    130,490    (366,142 ) 78,066
Income tax provision
   —      6,658    —      —      —      (15,815 ) —      (9,157 )


Net Income
   68,818    71,200    19,289    94,353    66,716    114,675    (366,142 ) 68,909
Net income attributable to noncontrolling interests
   —      —      —      —      —      (91 ) —      (91 )


Net income attributable to Noble Corporation
   68,818    71,200    19,289    94,353    66,716    114,584    (366,142 ) 68,818


Other comprehensive income, net
   4,415    —      —      —      —      4,415    (4,415 ) 4,415


Comprehensive income attributable to Noble Corporation
   $ 73,233    $ 71,200    $ 19,289    $ 94,353    $ 66,716    $ 118,999    $ (370,557 ) $ 73,233

~~NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Six Months Ended June 30, 2011~~

~~(in thousands)~~


																Other
																Non-guarantor
	Noble-			NHC and NDH												Subsidiaries			Consolidating
	Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments			Total			Noble- Cayman			NHC and NDH Combined			NDC			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	61,054		$	9,695		$	—		$	—		$	1,089,739		$	(28,333	)	$	1,132,155		$	—		$	42,991		$	5,061		$	—		$	—		$	718,076		$	(19,818	)	$	746,310
Reimbursables		—			2,690			12			—			—			43,711			—			46,413			—			5,308			—			—			—			29,833			—			35,141
Labor contract drilling services		—			—			—			—			—			27,559			—			27,559			—			—			—			—			—			16,008			—			16,008
Other		—			—			—			—			—			758			—			758			—			—			—			—			—			231			—			231

Total operating revenues		—			63,744			9,707			—			—			1,161,767			(28,333	)		1,206,885			—			48,299			5,061			—			—			764,148			(19,818	)		797,690

Operating costs and expenses
Contract drilling services		3,059			21,069			3,798			16,806			—			614,637			(28,333	)		631,036			1,183			14,319			1,771			17,633			—			400,058			(19,818	)		415,146
Reimbursables		—			2,911			—			—			—			32,915			—			35,826			—			5,087			—			—			—			25,514			—			30,601
Labor contract drilling services		—			—			—			—			—			17,273			—			17,273			—			—			—			—			—			9,232			—			9,232
Depreciation and amortization		—			23,192			1,844			—			—			295,255			—			320,291			—			14,839			1,036			—			—			154,698			—			170,573
Selling, general and administrative		3,303			2,718			—			15,503			1			9,648			—			31,173
Gain on contract extinguishments, net		—			—			—			—			—			(21,202	)		—			(21,202	)
General and administrative																										357			1,346			—			8,819			—			3,488			—			14,010

Total operating costs and expenses		6,362			49,890			5,642			32,309			1			948,526			(28,333	)		1,014,397			1,540			35,591			2,807			26,452			—			592,990			(19,818	)		639,562

Operating income (loss)		(6,362	)		13,854			4,065			(32,309	)		(1	)		213,241			—			192,488			(1,540	)		12,708			2,254			(26,452	)		—			171,158			—			158,128

Other income (expense)
Equity earnings in affiliates, net of tax		175,766			102,373			34,977			172,371			107,556			—			(593,043	)		—			155,412			134,585			45,802			179,928			75,861			—			(591,588	)		—
Interest expense, net of amounts capitalized		(36,264	)		(29,915	)		(3,539	)		(46,026	)		(14,942	)		(3,017	)		99,833			(33,870	)		(20,606	)		(14,914	)		(1,346	)		(20,972	)		(7,783	)		(19,896	)		75,021			(10,496	)
Interest income and other, net		3,338			12,470			48			22,744			4,044			59,283			(99,833	)		2,094			1,386			7,824			16			29,254			3,110			34,830			(75,021	)		1,399

Income before income taxes		136,478			98,782			35,551			116,780			96,657			269,507			(593,043	)		160,712			134,652			140,203			46,726			161,758			71,188			186,092			(591,588	)		149,031
Income tax provision		—			5,800			—			—			—			(29,982	)		—			(24,182	)		—			(8,776	)		—			—			—			(12,435	)		—			(21,211	)

Net Income		136,478			104,582			35,551			116,780			96,657			239,525			(593,043	)		136,530			134,652			131,427			46,726			161,758			71,188			173,657			(591,588	)		127,820
Net income attributable to noncontrolling interests		—			—			—			—			—			(52	)		—			(52	)
Net loss attributable to noncontrolling interests																										—			—			—			—			—			(1,196	)		8,028			6,832

Net income attributable to Noble Corporation		136,478			104,582			35,551			116,780			96,657			239,473			(593,043	)		136,478			134,652			131,427			46,726			161,758			71,188			172,461			(583,560	)		134,652

Other comprehensive income, net		7,904			—			—			—			—			7,904			(7,904	)		7,904			3,761			—			—			—			—			3,761			(3,761	)		3,761

Comprehensive income attributable to Noble Corporation	$	144,382		$	104,582		$	35,551		$	116,780		$	96,657		$	247,377		$	(600,947	)	$	144,382		$	138,413		$	131,427		$	46,726		$	161,758		$	71,188		$	176,222		$	(587,321	)	$	138,413

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Six~~Three Months Ended ~~June 30, 2012~~March 31, 2013

(in thousands)


																Other
																Non-guarantor
	Noble-			NHC and NDH												Subsidiaries			Consolidating
	Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments			Total			Noble- Cayman			NHC and NDH Combined			NDC			NHIL		NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	(39,135	)	$	8,929		$	4,457		$	(32,947	)	$	(13,203	)	$	623,600		$	—		$	551,701		$	(24,033	)	$	21,420		$	2,894		$	(72,200)	$	(9,167	)	$	295,344		$	—	$	214,258

Cash flows from investing activities
Capital expenditures		—			(182,619	)		(306	)		—			—			(480,775	)		—			(663,700	)
Change in accrued capital expenditures		—			—			—			—			—			(159,134	)		—			(159,134	)
Notes receivable from affiliates		—			—			—			(1,188,287	)		—			—			1,188,287			—
New construction and capital expenditures																										—			(168,711	)		(18	)		—		—			(269,536	)		—		(438,265	)

Net cash from investing activities		—			(182,619	)		(306	)		(1,188,287	)		—			(639,909	)		1,188,287			(822,834	)		—			(168,711	)		(18	)		—		—			(269,536	)		—		(438,265	)

Cash flows from financing activities
Borrowings on bank credit facilities		325,000			—			—			—			—			—			—			325,000
Repayments on bank credit facilities		(1,150,000	)		—			—			—			—			—			—			(1,150,000	)
Proceeds from issuance of senior notes, net		—			—			—			1,186,636			—			—			—			1,186,636
Contributions from joint venture partners		—			—			—			—			—			40,000			—			40,000
Net change in borrowings outstanding on bank credit facilities																										209,680			—			—			—		—			—			—		209,680
Financing costs on credit facilities		(5,014	)		—			—			—			—			—			—			(5,014	)		(1,895	)		—			—			—		—			—			—		(1,895	)
Distributions to parent		(92,675	)		—			—			—			—			—			—			(92,675	)
Distributions to parent company, net																										(53,110	)		—			—			—		—			—			—		(53,110	)
Advances (to) from affiliates		(226,514	)		173,636			(4,151	)		34,602			13,203			9,224			—			—			(131,640	)		146,864			(2,876	)		72,200		9,167			(93,715	)		—		—
Notes payable to affiliates		1,188,287			—			—			—			—			—			(1,188,287	)		—

Net cash from financing activities		39,084			173,636			(4,151	)		1,221,238			13,203			49,224			(1,188,287	)		303,947			23,035			146,864			(2,876	)		72,200		9,167			(93,715	)		—		154,675

Net change in cash and cash equivalents		(51	)		(54	)		—			4			—			32,915			—			32,814			(998	)		(427	)		—			—		—			(67,907	)		—		(69,332	)
Cash and cash equivalents, beginning of period		146			385			—			—			—			234,525			—			235,056			1,003			904			—			2		—			275,466			—		277,375

Cash and cash equivalents, end of period	$	95		$	331		$	—		$	4		$	—		$	267,440		$	—		$	267,870		$	5		$	477		$	—		$	2	$	—		$	207,559		$	—	$	208,043

NOBLE CORPORATION (NOBLE-CAYMAN) AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

~~Six~~Three Months Ended ~~June 30, 2011~~March 31, 2012

(in thousands)

Other
Non-guarantor
Noble- NHC and NDH Subsidiaries Consolidating
Cayman Combined NDC NHIL NDS6 of Noble Adjustments Total
Cash flows from operating activities

Net cash from operating activities
$ (30,984 ) $ 23,361    $ 2,591    $ (43,770 ) $ (10,840 ) $ 306,119    $ —      $ 246,477

Cash flows from investing activities

Capital expenditures
—      (846,292 ) (197 ) —      —      (564,793 ) —      (1,411,282 )
Change in accrued capital expenditures
—      —      —      —      —      (51,500 ) —      (51,500 )
Notes receivable from affiliates
20,000    —      —      —      —      91,000    (111,000 ) —
Refund from contract extinguishments
—      —      —      —      —      18,642    —      18,642

Net cash from investing activities
20,000    (846,292 ) (197 ) —      —      (506,651 ) (111,000 ) (1,444,140 )

Cash flows from financing activities

Borrowings on bank credit facilities
625,000    —      —      —      —      —      —      625,000
Repayments on bank credit facilities
(240,000 ) —      —      —      —      —      —      (240,000 )
Proceeds from issuance of senior notes, net
—      —      —      1,087,833    —      —      —      1,087,833
Contributions from joint venture partners
—      —      —      —      —      436,000    —      436,000
Payments of joint venture debt
—      —      —      —      —      (693,494 ) —      (693,494 )
Settlement of interest rate swaps
—      —      —      —      —      (29,032 ) —      (29,032 )
Financing costs on credit facilities
(2,835 ) —      —      —      —      —      —      (2,835 )
Distributions to parent
(94,291 ) —      —      —      —      —      —      (94,291 )
Advances (to) from affiliates
(238,391 ) 840,576    32,606    (1,044,063 ) 10,840    398,432    —      —
Notes payable to affiliates
(38,500 ) (17,500 ) (35,000 ) —      —      (20,000 ) 111,000    —

Net cash from financing activities
10,983    823,076    (2,394 ) 43,770    10,840    91,906    111,000    1,089,181

Net change in cash and cash equivalents
(1 ) 145    —      —      —      (108,626 ) —      (108,482 )
Cash and cash equivalents, beginning of period
42    146    —      —      —      333,211    —      333,399

Cash and cash equivalents, end of period
$ 41    $ 291    $ —      $ —      $ —      $ 224,585    $ —      $ 224,917


	Noble- Cayman			NHC and NDH Combined			NDC			NHIL			NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total
Cash flows from operating activities
Net cash from operating activities	$	(11,189	)	$	8,286		$	4,410		$	(53,966	)	$	(8,425	)	$	169,770		$	—		$	108,886

Cash flows from investing activities
New construction and capital expenditures		—			(136,849	)		(205	)		—			—			(354,582	)		—			(491,636	)
Notes receivable from affiliates		—			—			—			(1,188,287	)		—			—			1,188,287			—

Net cash from investing activities		—			(136,849	)		(205	)		(1,188,287	)		—			(354,582	)		1,188,287			(491,636	)

Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		(825,000	)		—			—			—			—			—			—			(825,000	)
Proceeds from issuance of senior notes, net		—			—			—			1,186,636			—			—			—			1,186,636
Contributions from joint venture partners		—			—			—			—			—			40,000			—			40,000
Distributions to parent		(52,727	)		—			—			—			—			—			—			(52,727	)
Advances (to) from affiliates		(274,544	)		128,442			(4,205	)		55,621			8,425			86,261			—			—
Notes payable to affiliates		1,188,287			—			—			—			—			—			(1,188,287	)		—

Net cash from financing activities		36,016			128,442			(4,205	)		1,242,257			8,425			126,261			(1,188,287	)		348,909

Net change in cash and cash equivalents		24,827			(121	)		—			4			—			(58,551	)		—			(33,841	)
Cash and cash equivalents, beginning of period		146			385			—			—			—			234,525			—			235,056

Cash and cash equivalents, end of period	$	24,973		$	264		$	—		$	4		$	—		$	175,974		$	—		$	201,215

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

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 ~~June 30, 2012,~~March 31, 2013, and our results of operations for the three ~~and six~~ months ended ~~June 30, 2012~~March 31, 2013 and ~~2011.~~2012. 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, ~~2011~~2012 filed by Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation, a Cayman Islands company (“Noble-Cayman”).

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 regarding contract backlog, fleet status, our financial position, business strategy, timing or results of acquisitions or dispositions, repayment of debt, borrowings under our Credit Facilities (as defined below), issuance of commercial paper notes, completion and acceptance of our newbuild rigs, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation 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 including the effect of disruptions of drilling in the U.S. Gulf of Mexico, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes and tax rates, indebtedness covenant compliance, 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, customers, joint venture partners, contractors, lenders and other third parties, 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, ~~2011,~~2012, 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

Noble-Swiss is a leading ~~provider of~~ offshore ~~contract~~ drilling ~~services~~contractor for the oil and gas industry. ~~Our~~We perform contract drilling services with our fleet of 79 mobile offshore drilling units ~~consists~~located worldwide. We also own one floating production storage and offloading unit. At March 31, 2013, our fleet consisted of 14 semisubmersibles, 14 drillships, 49 jackupsand two ~~submersibles. Additionally, we have one floating production storage and offloading unit. Our fleet includes~~submersibles, including 11 units under construction as follows:

five dynamically positioned, ultra-deepwater, harsh environment drillships and

six high-specification heavy-duty, harsh environment ~~jackup rigs.~~

jackups.

Outlook

~~During~~The business environment for the first ~~six~~three months of ~~2012,~~2013 has remained positive, despite short-term operational challenges. The overall contractual environment has been strong and underlying commodity prices have been stable which has fostered an environment where our customers continue to seek long-term contracts. We have seen significant marketing activity across the globe and we ~~continued~~believe this will lead to ~~see stability~~more geographic diversity in our fleet in the offshore drilling market even as underlying commodity markets were volatile. In the U.S. Gulf of Mexico, the granting of permits and publication of new safety rules has led to more stable activity levels within the industry, especially as it relates to the deepwater markets. The continued stable activity has led to greater investment and has contributed to an improvement in dayrates for deepwater and ultra-deepwater rigs worldwide. While there are still risks, including potential third party environmental lawsuits targeting the permitting process, possible new drilling regulations, a failure of the federal agencies of the U.S. government to issue permits in a timely manner and the adoption by individual operators of new drilling or equipment standards exceeding those required by regulatory bodies, we believe the potential for these risks will be reduced as long as rigs continue to work without incident in the U.S. Gulf of Mexico.

There continues to be uncertainty regarding the sustainability of the global economic recovery, which is proceeding unevenly in different geographic regions. In addition to political instability in certain oil producing nations in the Middle East and North Africa, there is also uncertainty regarding recovery in the credit markets, particularly in Europe, which some analysts predict could be the catalyst for a worldwide recession. As a result, oil prices during 2012 have been volatile. Supply side concerns in response to continued political unrest in the Middle East and North Africa are weighed against global recession fears. Natural gas prices in the United States continue to be at low levels based on current oversupply. We believe these competing factors will impact the volatility in the offshore drilling market and the prices of oil and gas commodities for the foreseeable future.

~~Despite the instability in the global economy and commodity prices noted above, the market for offshore drilling services has continued the upward trend that began in 2011.~~ We believe both the short-term and long-term outlook for the deep and ultra-deepwater markets continues to strengthen. Market dayrates for new ultra-deepwater units ~~remain generally~~consistently remained above $500,000 throughout the past 12 months, which is higher than rates seen in recent years. A number of fixtures have exceeded $550,000, and in certain cases even exceeded $600,000. Our market analysis indicates that there is little, if any, availability of ultra-deepwater units for ~~2012, and 2013~~2013. In addition, availability ~~is rapidly decreasing.~~of ultra-deepwater units in 2014 continues to decrease. Utilization rates for ~~jackup units~~jackups stabilized in 2011, and improved in most regions during 2012 and the first ~~half~~three months of ~~2012. While we currently have certain jackup rigs idle, we~~2013. We have seen tangible market activity and anticipate a favorable environment for these rigs in the short-term. We continue to see differentiation in the jackup market, with newer units having utilization rates and dayrates exceeding those for units that entered service before 2000. ~~However, we~~We continue to see improvement in the older ~~jack-up~~jackup market with increased utilization and competitive ~~dayrates. While we have several of these units idle, we have seen tangible market activity and are actively pursuing a number of opportunities~~dayrates for these ~~rigs.~~rigs as well, with most regions experiencing market utilization of 90 percent or higher.

~~Demand~~Despite the positive market conditions noted above, global economic risks remain present with the volatility of the equity and credit markets as well as banking fears in Europe. In addition, political instability, especially in the Middle and Far East as well as North Africa, has further created uncertainty within the marketplace. While these factors do create volatility, and potential risk in the marketplace, we believe the long-term outlook remains positive for ~~our drilling services generally depends on a variety~~the price of ~~economic and political factors, including worldwide demand for~~ oil and gas the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing, the level of production of non-OPEC countries and the policies of various governments regarding access to their oil and gas reserves. Our results of operations depend on offshore drilling activity worldwide. Historically, oil and gas prices and market expectations of potential changes in these prices have significantly affected that level of activity. Generally, higher oil and natural gas prices, or our customers’ expectations of higher prices, result in greater demand for our services and lower oil and gas prices result in reduced demand for our services. Demand for our services is also a function of the worldwide supply of mobile offshore drilling units. Industry analysts widely report that a significant expansion of industry supply of both jackups and ultra-deepwater units is underway. The introduction of additional non-contracted rigs into the marketplace could have an adverse effect on demand for our services or the dayrates we are able to achieve.commodities.

We currently have twelve rigs contracted in Mexico with Pemex Exploracion y Produccion (“Pemex”), and three of these rigs have contracts scheduled to expire in the fourth quarter of 2012. Pemex continues to tender for additional jackup rigs as it attempts to increase the number of working rigs. Some previous tenders published by Pemex contained a requirement that certain units must have entered service since the year 2000. While Pemex did not succeed in securing a significant number of newer rigs from those published tenders, we cannot predict whether this age requirement will be present in future Pemex tenders. If this requirement is present in future tenders, it could require us to seek work for our rigs in other locations, as the ages of our rigs currently operating in Mexico do not meet this requirement. If such work is not available, it could lead to additional idle time on some of our rigs. We cannot predict how many rigs might be affected or how long they could remain idle. We remain optimistic that many, if not all, of our rigs currently operating in Mexico will continue to secure long-term work with Pemex.

~~In connection with our existing drilling contracts with Petrobras for two of our drillships operating in Brazil, we approved certain shipyard reliability upgrade projects for these drillships, the~~~~Noble Leo Segerius~~ ~~and the~~~~Noble Roger Eason~~~~. These upgrade projects are designed to enhance the reliability and operational performance of these drillships. During the first quarter of 2012, the~~~~Noble Leo Segerius~~ ~~completed the shipyard portion of its reliability upgrade and departed the shipyard in Brazil for seatrials, final commissioning and customer acceptance activities. The~~~~Noble Leo Segerius~~ ~~is currently scheduled to return to work in the third quarter of 2012. The~~~~Noble Roger Eason~~ entered the shipyard for its reliability upgrade in the second quarter of 2012, which is expected to take approximately 300 days to complete. There are a number of risks associated with shipyard projects of this nature, particularly in Brazil, including potential project delays and cost overruns because of labor, customs, local shipyard, local content and other issues. In addition, the drilling contracts for these vessels provide Petrobras with certain rights of termination in the event of excessive downtime, and it is possible that Petrobras could exercise this right in the future with respect to one or both of these drillships. We intend to continue to closely monitor and discuss with Petrobras the status of these projects and plan to take appropriate steps to mitigate identified risks, which depending upon the circumstances, could involve a variety of options.

Results and Strategy

Our goal is to be the preferred offshore drilling contractor for the oil and gas industry based upon the following core principles:

operate in a manner that provides a safe working environment for our employees while protecting the environment and our assets;

provide an attractive investment vehicle for our shareholders; and

deliver exceptional customer service through a large, diverse and technically advanced fleet operated by competent personnel.

Our business strategy also focuses on the active expansion of our ~~fleet~~worldwide deepwater capabilities through ~~construction,~~acquisitions, upgrades and modifications, ~~and acquisitions of drilling units, as well as~~ the deployment of our drilling assets in important oil and gas producing ~~areas.~~ areas throughout the world and divestitures of our standard specification drilling units.

We have actively expanded our offshore drilling and deepwater capabilities in recent years through the construction and acquisition of ~~new rigs, and as~~rigs. As part of this technical and operational expansion, we plan to continue pursuing opportunities to upgrade our fleet to achieve greater technological capability, which we believe will lead to increased drilling ~~efficiencies.~~

~~We may dispose~~efficiencies and the ability to complete the increasingly more complex well programs required by our customers. During the first quarter of some, or all, of our lower specification units and related assets and operations in one or more transactions. These dispositions may include sales of assets to third parties, a spin-off or other distribution or separation of assets. In analyzing any disposition, we will consider the strategic benefit of the potential transaction while seeking to secure what we consider appropriate value to our shareholders. To date, no potential disposition has provided the results we seek. The drilling market for lower specification units has recently improved. While we expect the increased utilization and dayrates experienced in most regions for these assets to contribute positively to our overall results under current market conditions, we do continue to analyze strategic options for these lower specification units. We can provide no assurance as to whether, or when, any disposition transaction will occur or what form it may take.

~~At June 30, 2012,~~2013, we continued to execute our newbuild ~~strategy~~program with the following 11 projects:

~~one dynamically positioned, ultra-deepwater, harsh environment Globetrotter-class drillship, which is scheduled to be delivered to our customer in the fourth quarter of 2013;~~

•

continued construction on one dynamically positioned, ultra-deepwater, harsh environmentGlobetrotter-class drillship, which is scheduled to be delivered to our customer in the fourth quarter of 2013;

continued construction on four dynamically positioned, ultra-deepwater, harsh environment drillships at Hyundai Heavy Industries Co. Ltd. ~~(“HHI”)~~, the first of which was delivered from the shipyard in the second quarter of 2013; and

continued construction on six high-specification, heavy duty, harsh environment jackups, the first of which is estimated to be delivered from the shipyard in the third quarter of 2013.

Total capital expenditures, including expenditures related to ~~begin acceptance testing~~our newbuild program, were $372 million through March 31, 2013.

As part of our ongoing strategic planning process, we have continued to analyze a potential divestment of certain of our standard specification units and related assets. While this divestment could take a number of forms, we are currently focusing on a potential spin-off transaction. As currently envisioned, the spin-off would result in most of our standard specification drilling rigs and related assets being spun off as a separate entity. However, the composition of the fleet that would be included in the potential spin-off would also be subject to certain exceptions.

In determining whether a unit will be included in the “standard specification” fleet to be part of the spin-off transaction, we considered a number of different factors including:

Age and capability of the unit. For both jackup and floating units, we consider a combination of age and/or technical capability and operational flexibility.

Customer relationships. We consider our customer relationships globally and locally and may make certain fleet decisions based on such relationships.

Location. We also consider the current and expected geographical operating location of the unit, including the classification of other units in the same area.

Current status. Finally, we evaluate a unit’s current operating status (i.e., active or cold-stacked) as well as the prospects for reactivation of any cold-stacked assets.

We have taken certain preliminary steps to pursue this potential spin-off. These steps include analyzing the internal restructuring steps necessary for a potential spin-off and related tax considerations, seeking certain preparatory tax rulings and commencing preparation of financial statements for a potential separate group to be spun off. We have not completed the preliminary work necessary to effect, nor has our board of directors approved, any such transaction. Any such spin-off would require, in addition to the approval of our board of directors, receipt of tax rulings from the U.S. Internal Revenue Service (“IRS”) as well as other approvals, and would be subject to other conditions. We expect that a spin-off, should we decide to pursue the transaction, would not be completed prior to the first quarter of 2014, although this timing could change as we continue our analysis. We can give no assurances that we will ultimately undertake or consummate a spin-off or any other sale or separation transaction involving our standard specification assets.

We have entered into an agreement to sell our jackup, theNoble Lewis Dugger, to a third party that owns and operates supply vessels, platform drilling rigs and jackups in Mexico. This unit is being sold for $61 million and the closing is expected to occur in the second quarter of ~~2013;~~2013 after the unit has completed its contract with its current customer. The transaction is subject to customary closing conditions.

Demand for our services is a function of the worldwide supply of mobile offshore drilling units. Industry analysts widely acknowledge that a significant expansion of industry supply of both jackups and

~~six high-specification heavy duty,~~ ultra-deepwater units has commenced, many of which currently have no contract. The introduction of non-contracted rigs into the marketplace will increase the supply of rigs which compete for drilling service contracts, which could negatively impact the dayrates we are able to achieve. Our strategy on newbuild construction has generally been to expand our drilling fleet in connection with a long-term drilling contract that covers a substantial portion of our capital investment and provides an acceptable return on our capital employed. However, in response to the addition of a significant number of new, technologically advanced units in the global fleet and changes in customer requirements and preferences, we believe that in order to maintain long-term competitiveness, it has become both necessary and desirable for us to engage in building highly advanced jackups and floating units on a speculative basis. Of the units we currently have under construction, three of the heavy-duty, harsh environment ~~jackup rigs, the first of which is estimated to be delivered from the shipyard to begin acceptance testing in the first quarter of 2013.~~

~~Of our 11 rigs under construction as of June 30, 2012, two of the drillships~~jackups are ~~committed for five years or more. We also recently received an 18-month contract on one jackup, the~~~~Noble Regina Allen,~~~~and a three-year contract on one drillship, the~~ ~~Noble Bob Douglas~~~~. The remaining rigs are currently~~ being constructed without customer contracts. We will attempt to secure contracts for these units prior to their completion. We may continue speculative building, even in the absence of contracts for our units already under construction.

From time to time, we evaluate individual rig transactions and business combinations with other parties where we believe we can create shareholder value. We will continue to consider business opportunities that promote our growth strategy and optimize shareholder value.

While we cannot predict the future level of demand or dayrates for our drilling services or future conditions in the offshore contract drilling industry, we continue to believe we are well positioned within the industry and our newbuild program will further strengthen our position, especially in ~~the ultra-deepwater and high-specification jackup markets.~~deepwater drilling.

In the second quarter of 2012, we recognized net income attributable to Noble-Swiss of $160 million, or $0.63 per diluted share, on total revenues of $899 million. Sequential results of key metrics are as follows:

   Three Months Ended
   June 30, March 31,
   2012 2012
Average dayrate
   $ 181,663    $ 167,124
Average utilization
   76 % 74 %
Daily contract drilling services costs
   $ 90,699    $ 94,055
Contract drilling services margin
   50 % 44 %

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of ~~June 30, 2012,~~March 31, 2013, the amount of our contract drilling services backlog and the percent of available operating days committed for the periods indicated:


			Year Ending December 31,																	Year Ending December 31,
	Total		2012⁽¹⁾			2013			2014			2015			2016-2023			Total		2013⁽¹⁾			2014			2015			2016			2017-2023
	(In millions)																	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships^{(2) (4) (6)}	$	12,255	$	1,219		$	2,591		$	2,459		$	1,613		$	4,373
Semisubmersibles/Drillships^{(2) (6) (7)}																		$	11,446	$	2,014		$	2,739		$	1,920		$	1,375		$	3,398
Jackups/Submersibles⁽³⁾		2,159		639			927			496			97			—			2,568		1,036			1,023			432			77			—

Total⁽⁴⁾	$	14,414	$	1,858		$	3,518		$	2,955		$	1,710		$	4,373		$	14,014	$	3,050		$	3,762		$	2,352		$	1,452		$	3,398

Percent of Available Operating Days Committed⁽⁵⁾				79	%		61	%		40	%		17	%		4	%
Percent of Available Operating Days
Committed⁽⁵⁾																					74	%		55	%		27	%		12	%		4	%

(1)	Represents a ~~six-month~~nine-month period beginning ~~July~~April 1, ~~2012.~~2013.

(2)

Our drilling contracts with ~~Petrobras~~Petróleo Brasileiro S.A. (“Petrobras”) provide an opportunity for us to earn performance bonuses based on downtime experienced for our rigs operating offshore Brazil. With respect to our ~~semisubmersibles~~semisubmersibles/drillships operating offshore Brazil for Petrobras, we have included in our backlog an amount equal to 75 percent of potential performance bonuses for such semisubmersibles, which amount is based on and generally consistent with our historical earnings of performance bonuses for these rigs. With respect to our drillships presently operating offshore Brazil for Petrobras, we (a) have not included in our backlog any performance bonuses for periods prior to the commencement of certain upgrade projects planned for 2012 and 2013, which projects are designed to enhance the reliability and operational performance of these drillships, and (b) have included in our backlog an amount equal to 75 percent of potential performance bonuses for periods after the estimated completion of such upgrade projects.semisubmersibles. Our backlog for semisubmersibles/drillships includes approximately ~~$220~~$184 million attributable to these performance bonuses.

The drilling contracts with Royal Dutch Shell, PLC (“Shell”) for theNoble Globetrotter I,Noble Globetrotter II,Noble Jim Thompson,~~Noble Jim Day~~ ~~and~~Noble Clyde Boudreaux, ~~as well as the letters of intent for the~~Noble Max Smith, Noble Don TaylorandNoble ~~Max Smith~~Jim Day, provide opportunities for us to earn performance bonuses based on key performance indicators as defined by Shell. With respect to these contracts, we have included in our backlog an amount equal to 50 percent of the potential performance bonuses for these ~~rigs, except for the~~~~Noble Clyde Boudreaux,~~~~while it is working in Brazil, where limited bonus is expected.~~rigs. Our backlog for these rigs includes approximately ~~$418~~$404 million attributable to these performance bonuses.

(3)

~~Pemex~~Petróleos Mexicanos (“Pemex”) has the ability to cancel its drilling contracts on 30 days or less notice without ~~requiring~~Pemex’s making an early termination ~~payment by Pemex.~~payment. As of ~~June 30, 2012,~~March 31, 2013, we had 12twelve rigs contracted to Pemex in Mexico, and our backlog includes approximately ~~$790~~$619 million related to such ~~contracts at June 30, 2012.~~contracts.

(4) Our drilling contracts generally provide the customer an early termination right in the event we fail to meet certain performance standards, including downtime thresholds. For example, Petrobras has the right to terminate its contracts in the event of excessive downtime. While we have exceeded downtime thresholds in the past on ~~the~~certain rigs contracted with Petrobras~~Noble Dave Beard~~ ~~and the~~~~Noble Paul Wolff,~~,we have not received any notification concerning contract cancellations ~~to date~~ nor do we anticipate receiving any such notifications.
(5) Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rigs that are scheduled to commence operations during ~~2012~~2013 through 2015.
(6) Noble and a subsidiary of Shell are involved in joint ~~venture agreements to~~ventures that own and operate both theNoble Bully I and theNoble Bully II. ~~Pursuant to these~~Under the terms of the joint venture agreements, each party has an equal 50 percent share in both vessels. As of ~~June 30, 2012,~~March 31, 2013, the combined amount of backlog for these rigs ~~totaled $2.5~~totals $2.2 billion, all of which is included in our backlog. Noble’s ~~proportionate~~net interest in the backlog for these rigs ~~was $1.2~~is $1.1 billion.

Our contract drilling services backlog reported above reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect ~~will become binding contracts.~~to realize. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. ~~For a number of reasons, it~~It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts. 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 ~~for~~due to various factors, including, but not limited to, shipyard and maintenance projects, ~~operational~~unplanned downtime, achievement of bonuses, weather conditions ~~bonuses~~ and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change ~~as a result of government-imposed restrictions or delays in the issuance of drilling permits. Furthermore,~~because drilling contracts may be varied or modified by mutual consent or customers may exercise early 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 ~~subsequent~~ periods for which the backlog is calculated.

As of ~~June 30, 2012,~~March 31, 2013, we estimate Shell and Petrobras represented approximately ~~64%~~61 percent and ~~16%,~~14 percent, respectively, of our backlog.

Nigerian Operations

As previously disclosed, in November 2010 we finalized settlements with the SEC and the Department of Justice as the result of an internal investigation of the legality under the United States Foreign Corrupt Practices Act (“FCPA”) and local laws of certain reimbursement payments made by our Nigerian affiliate to our customs agents in Nigeria. In January 2011, a subsidiary of Noble-Swiss resolved an investigation by the Nigerian Economic and Financial Crimes Commission and the Nigerian Attorney General Office into these same activities. Any additional investigation by these or other agencies could damage our reputation and result in substantial fines, sanctions, civil and/or criminal penalties and curtailment of operations in certain jurisdictions and might adversely affect our business, results of operations or financial condition. Further, resolving any additional investigations could be expensive and consume significant time and attention of our senior management.

As of June 30, 2012, our three rigs operating in Nigeria were operating under temporary import permits. To date, we have been successful in obtaining new, or extending existing, temporary import permits. However, there can be no assurance that we will be able to obtain new permits or further extensions of permits necessary to continue the operation of our rigs in Nigeria. If we cannot obtain a new permit or an extension necessary to continue operations of any rig, we may need to cease operations under the drilling contract for such rig and relocate such rig from Nigerian waters. We cannot predict what impact these events may have on any such contract or our business in Nigeria, and we could face additional fines and sanctions in Nigeria. Furthermore, we cannot predict what changes, if any, relating to temporary import permit policies and procedures may be established or implemented in Nigeria in the future, or how any such changes may impact our business there.

In April 2010, the Nigerian Oil and Gas Industry Content Development Bill was signed into law. The law is designed to create Nigerian content in operations and transactions within the Nigerian oil and gas industry. The law sets forth certain requirements for the utilization of Nigerian human resources and goods and services in oil and gas projects and creates a Nigerian Content Development and Monitoring Board ~~(“NCDMB”)~~ to implement and monitor the law and develop regulations pursuant to the law. The ~~NCDMB~~Nigerian Content Development and Monitoring Board has indicated that it will require all non-Nigerian offshore drilling companies to reorganize their local operations to include Nigerian indigenous minority interests in the operating assets and to obtain the approval of the ~~NCDMB~~Nigerian Content Development and Monitoring Board for future work in Nigeria. The ~~NCDMB actively monitors awards for future work and reviews plans for local content and development of Nigerian interests. The~~ law also ~~established~~establishes a Nigerian Content Development Fund to fund the implementation of the law, and requires that one percent of the value of every contract awarded in the Nigerian oil and gas industry be paid into the fund. We cannot predict what impact the new law may have on our existing or future operations in Nigeria, but the effect on our operations there could be significant.

Results of Operations

For the Three Months Ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~

Net income attributable to Noble Corporation (“Noble-Swiss”) for the three months ended ~~June 30, 2012~~March 31, 2013 (the “Current Quarter”) was ~~$160~~$150 million, or ~~$0.63~~$0.59 per diluted share, on operating revenues of ~~$899~~$971 million, compared to net income for the three months ended ~~June 30, 2011~~March 31, 2012 (the “Comparable Quarter”) of ~~$54~~$120 million, or ~~$0.21~~$0.47 per diluted share, on operating revenues of ~~$628~~$798 million.

~~The consolidated financial statements~~As a result of Noble-Swiss ~~include the accounts of Noble-Cayman; Noble-Swiss conducts substantially~~conducting all of its business through Noble-Cayman and its ~~subsidiaries. As a result,~~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 ~~2012~~2013 and ~~2011,~~2012, would be the same as the information presented below regarding Noble-Swiss in all material respects, except operating income for Noble-Cayman for the three months ended ~~June 30,~~March 31, 2013 and 2012 was ~~$12~~$19 million and $14 million higher than operating income for Noble-Swiss for the same period. The operating income difference is primarily a result of executive costs directly attributable to Noble-Swiss for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates

Operating ~~revenues and operating costs and expenses~~results 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 ~~June 30, 2012~~March 31, 2013 and ~~2011:~~2012:


																					Average Rig						Operating							Average
	Average Rig						Operating							Average							Utilization (1)						Days (2)							Dayrates
	Utilization (1)						Days (2)							Dayrates							Three Months Ended						Three Months Ended							Three Months Ended
	Three Months Ended June 30,						Three Months Ended June 30,							Three Months Ended June 30,							March 31,						March 31,							March 31,
	2012			2011			2012		2011		% Change			2012		2011		% Change			2013			2012			2013		2012		% Change			2013		2012		% Change
Jackups		79	%		71	%		3,073		2,797		10	%	$	97,612	$	80,742		21	%		93	%		79	%		3,598		3,089		16	%	$	105,559	$	90,382		17	%
Semisubmersibles		88	%		85	%		1,127		1,088		4	%		349,163		269,798		29	%		84	%		86	%		1,053		1,092		-4	%		321,037		355,098		-10	%
Drillships		65	%		58	%		469		317		48	%		329,761		220,953		49	%		83	%		51	%		669		285		135	%		315,216		278,693		13	%
Other		0	%		0	%		—		—		—			—		—		—			0	%		0	%		—		—		0	%		—		—		0	%

Total		76	%		70	%		4,669		4,202		11	%	$	181,663	$	140,296		29	%		86	%		74	%		5,320		4,466		19	%	$	174,578	$	167,124		4	%

(1)	Information reflects our policy of reporting on the basis of the number of rigs in our fleet excluding newbuild rigs under construction.

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

Contract Drilling Services

The following table sets forth the operating ~~revenues and the operating costs and expenses~~results for our contract drilling services segment for the three months ended ~~June 30,~~March 31, 2013 and 2012 ~~and 2011~~ (in thousands):


	Three Months Ended											Three Months Ended
	June 30,					Change						March 31,					Change
	2012			2011		$			%			2013			2012		$			%
Operating revenues:
Contract drilling services	$	848,237		$	589,550	$	258,687			44	%	$	928,737		$	746,310	$	182,427			24	%
Reimbursables (1)		30,124			22,982		7,142			31	%		20,711			34,702		(13,991	)		-40	%
Other		11			313		(302	)		-96	%		10			231		(221	)		-96	%

	$	878,372		$	612,845	$	265,527			43	%	$	949,458		$	781,243	$	168,215			22	%

Operating costs and expenses:
Contract drilling services	$	423,502		$	336,728	$	86,774			26	%	$	484,087		$	420,011	$	64,076			15	%
Reimbursables (1)		24,307			17,606		6,701			38	%		14,469			30,173		(15,704	)		-52	%
Depreciation and amortization		180,112			159,843		20,269			13	%		202,619			167,948		34,671			21	%
Selling, general and administrative		24,835			21,359		3,476			16	%
Loss on impairment		12,710			—		12,710			**
Gain on contract settlements/extinguishments, net		(33,255	)		—		(33,255	)		**
General and administrative													24,949			22,844		2,105			9	%
Gain on contract extinguishment													(1,800	)		—		(1,800	)		*	*

		632,211			535,536		96,675			18	%		724,324			640,976		83,348			13	%

Operating income	$	246,161		$	77,309	$	168,852			218	%	$	225,134		$	140,267	$	84,867			61	%

(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 increases in both average dayrates and operating days. The 2919 percent increase in operating days increased revenue by $143 million while the 4 percent increase in average dayrates increased ~~revenue by $193 million while the 11 percent increase in operating days increased~~ revenues by approximately ~~$66~~$39 million.

The change in contract drilling services revenues primarily relates to our ~~semisubmersibles,~~ drillships and jackups, which generated approximately ~~$100 million, $85~~$131 million and ~~$74~~$101 million more revenue, respectively, in the Current Quarter.

~~The 29 percent increase in semisubmersible average dayrates resulted in an $89 million increase~~ These amounts were offset by decreases in revenues from ~~the Comparable Quarter while the four percent increase in operating days resulted in an additional $11~~our semisubmersibles, which declined $50 million increase in revenues. The increase in semisubmersibles revenue is a result of our rigs returning to standard operating dayrates after experiencing lower standby rates due to drilling restrictions in the U.S. Gulf of Mexico in the Comparable Quarter, as well as the~~Noble Paul Romano~~ ~~returning to work after being stacked in~~from the Comparable Quarter. ~~The increase in operating days is primarily from the~~~~Noble Jim Day,~~ ~~the~~~~Noble Homer Ferrington,~~~~the~~~~Noble Paul Romano~~~~and the~~ ~~Noble Clyde Boudreaux~~~~, which all operated at full capacity during the Current Quarter after being off contract for the majority of the Comparable Quarter.~~

The increase in drillship revenues was driven by a 49135 percent increase in operating days and a 13 percent increase in average dayrates, ~~and a 48 percent increase in operating days,~~ resulting in a ~~$51~~$107 million and a ~~$34~~$24 million increase in revenues, respectively, from the Comparable Quarter. The increase in both average dayrates and operating days was the result of theNoble Bully I ~~and~~,Noble Bully IIandNoble Globetrotter I, which commenced their contracts with Shell in March 2012, ~~and~~ April 2012 and July 2012, respectively. Additionally, theNoble Duchess and theNoble Leo Segerius operated during the Current Quarter after being off contract during the Comparable Quarter. These increases were partially offset by theNoble Roger Eason,which is receiving a reduced rate while it is in the shipyard to undergo its reliability upgrade project, and downtime on theNoble Phoenix.

The 2117 percent increase in jackup average dayrates resulted in a ~~$52~~$55 million increase in revenues, ~~which was coupled with a 10~~and the 16 percent increase in jackup operating days ~~resulting~~resulted in a ~~$22~~$46 million increase in revenues from the Comparable Quarter. The increase in average dayrates resulted from improved market conditions in the global shallow water market and was spread throughout the jackup fleet. The increase in utilization is primarily related to rigs in Mexico, the North Sea and the Middle East, which ~~experienced increased~~were operating ~~days~~ during the Current Quarter but not in the Comparable Quarter.

The decrease in semisubmersible revenues of $50 million primarily relates to theNoble Paul Romano, which was off contract for the Current Quarter but was operating during the Comparable Quarter, coupled with downtime on theNoble Paul Wolff during the Current Quarter. These decreases were partially offset by theNoble Max Smith,which operated during the Current Quarter after being off contract for the Comparable Quarter.

Operating Costs and Expenses—Contract drilling services operating costs and expenses increased ~~$87~~$64 million for the Current Quarter as compared to the Comparable Quarter. ~~A portion of~~TheNoble Bully I, the ~~increase is due to~~Noble Bully II and the ~~crew-up and operating expenses for the recently completed rigs, which~~ Noble Globetrotter Iadded approximately ~~$25~~$33 million in expense during the Current Quarter. Excluding the additional expenses related to these newbuild rigs, our contract drilling costs increased ~~$62~~$31 million in the Current Quarter from the Comparable Quarter. This change was primarily driven by ~~a $16~~an $11 million increase in labor ~~a $14~~costs, an $8 million increase ~~related to shorebase support,~~in repair and maintenance, a $7$6 million increase in safety, training and regulatory inspections, a $4 million increase in insurance costs related to increased premiums ~~on our new policy renewed in March 2012,~~and a $7$2 million increase in mobilization due to the commencement of amortization of certain rig moves and the demobilization of rigs in Mexico, a $5 million increase in repair and maintenance, a $5 million increase in rig communications, transportation and rotation costs, a $5 million increase in rig catering and other miscellaneous ~~expenses and a $3 million increase in safety, training and regulatory inspections.~~expenses.

The increase in depreciation and amortization in the Current Quarter from the Comparable Quarter was primarily attributable to assets placed in service, including theNoble Bully I, ~~and~~Noble Bully II.and the Noble Globetrotter I.

~~Loss on impairment during the Current Quarter related to an impairment charge on our submersible fleet, primarily as a result of the declining market outlook for drilling services for this rig type.~~

Gain on contract settlements/extinguishments during the Current Quarter related to a $28 million gain on the settlement of an action with certain vendors for damages sustained during Hurricane Ike. Additionally, we received $5 million from a claims settlement on the~~Noble David Tinsley, which had experienced a “punch-through” while being positioned on location in 2009.~~

Other

The following table sets forth the operating ~~revenues and the operating costs and expenses~~results for our other services for the three months ended ~~June 30, 2012~~March 31, 2013 and ~~2011:~~2012:


	Three Months Ended											Three Months Ended
	June 30,					Change						March 31,					Change
	2012			2011		$			%			2013		��	2012		$		%
Operating revenues:
Labor contract drilling services	$	19,863		$	14,012	$	5,851			42	%	$	21,054		$	16,008	$	5,046		32	%
Reimbursables (1)		688			1,140		(452	)		-40	%		463			439		24		5	%

	$	20,551		$	15,152	$	5,399			36	%	$	21,517		$	16,447	$	5,070		31	%

Operating costs and expenses:
Labor contract drilling services	$	11,847		$	8,750	$	3,097			35	%	$	12,249		$	9,232	$	3,017		33	%
Reimbursables (1)		663			1,117		(454	)		-41	%		453			428		25		6	%
Depreciation and amortization		3,503			3,276		227			7	%		3,537			3,129		408		13	%
Selling, general and administrative		569			273		296			108	%
Loss on impairment		5,635			—		5,635			**
General and administrative													621			282		339		120	%

		22,217			13,416		8,801			66	%		16,860			13,071		3,789		29	%

Operating (loss) income	$	(1,666	)	$	1,736	$	(3,402	)		**		$	4,657		$	3,376	$	1,281		38	%

(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 and Costs and Expenses —- The ~~change~~increase in both revenue and expense primarily ~~relate~~relates to ~~the commencement of~~ a ~~refurbishment~~ project with our customer, Shell, for one of its rigs ~~to be operated~~operating under a labor contract in ~~Alaska, combined with operational increases and foreign currency fluctuations in our Canadian operations.~~Alaska.

~~Loss on impairment during the Current Quarter related to an impairment charge on certain corporate assets, as a result of a declining market for, and the potential disposal of, the assets.~~

Other Income and Expenses

Interest Expense, net of amount capitalized —- Interest expense, net of amount capitalized, increased $6$17 million in the Current Quarter as compared to the Comparable Quarter. The increase is a result of ~~the $1.2 billion of senior notes issued in February 2012, partially offset by higher~~lower capitalized interest ~~related~~in the Current Quarter as compared to the ~~continued~~Comparable Quarter due primarily to the completion of construction ~~under~~on three of our newbuild ~~program.~~drillships. During the Current Quarter, we capitalized approximately 52 percent of total interest charges versus approximately 80 percent during the Comparable Quarter.

Income Tax Provision —- Our income tax provision increased ~~$37~~$13 million in the Current Quarter primarily as a result of ~~increased~~higher pre-tax income ~~and a higher effective tax rate~~ during the Current Quarter, coupled with a higher tax rate in the Current Quarter. The 50 percent increase in pre-tax earnings generated ~~a $24~~an $11 million increase in tax expense while the 6 percent increase in the income tax rate during the Current Quarter increased the income tax provision by ~~$13~~$2 million. The increase in the income tax rate was ~~primarily due to the net gain from the settlements and impairment charges, primarily subject to tax in the United States, coupled with other discrete tax items recognized during the Current Quarter.~~

~~For the Six Months Ended June 30, 2012 and 2011~~

Net income attributable to Noble Corporation (“Noble-Swiss”) for the six months ended June 30, 2012 (the “Current Period”) was $280 million, or $1.10 per diluted share, on operating revenues of $1.7 billion, compared to net income for the six months ended June 30, 2011 (the “Comparable Period”) of $109 million, or $0.43 per diluted share, on operating revenues of $1.2 billion.

The consolidated financial statements of Noble-Swiss include the accounts of Noble-Cayman; Noble-Swiss conducts substantially all of its business through Noble-Cayman and its subsidiaries. As a result, 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 2012 and 2011, would be the same as the information presented below regarding Noble-Swiss in all material respects, except operating income for Noble-Cayman for the six months ended June 30, 2012 was $27 million higher than operating income for Noble-Swiss for the same period. The operating income difference is primarily a result of executive costs directly attributable to Noble-Swiss for operations support and stewardship related services.

~~Rig Utilization, Operating Days and Average Dayrates~~

Operating revenues and operating costs and expenses 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 six months ended June 30, 2012 and 2011:

   Average Rig Operating Average
   Utilization (1) Days (2) Dayrates
   Six Months Ended
June 30, Six Months Ended
June 30,    Six Months Ended
June 30,
   2012 2011 2012    2011    % Change 2012    2011    % Change
Jackups
   79 % 67 % 6,162       5,178       19 % $ 93,988       $ 80,799       16 %
Semisubmersibles
   87 % 77 % 2,219       1,956       13 % 352,084       273,374       29 %
Drillships
   59 % 62 % 754       678       11 % 310,463       263,905       18 %
Other
   0 % 0 % —         —         —      —         —         —





Total
   75 % 65 % 9,135       7,812       17 % $ 174,555       $ 144,916       20 %

~~(1)~~

~~Information reflects our policy of reporting on the basis of the number of rigs in our fleet, excluding newbuild rigs under construction.~~

~~(2)~~

~~Information reflects the number of days that our rigs were operating under contract.~~

~~Contract Drilling Services~~

~~The following table sets forth the operating revenues and the operating costs and expenses for our contract drilling services segment for the six months ended June 30, 2012 and 2011 (in thousands):~~

   Six Months Ended
   June 30, Change
   2012 2011 $ %
Operating revenues:

Contract drilling services
   $ 1,594,547    $ 1,132,155    $ 462,392    41 %
Reimbursables (1)
   64,826    44,586    20,240    45 %
Other
   242    758    (516 ) -68 %


   $ 1,659,615    $ 1,177,499    $ 482,116    41 %


Operating costs and expenses:

Contract drilling services
   $ 843,513    $ 643,091    $ 200,422    31 %
Reimbursables (1)
   54,480    34,046    20,434    60 %
Depreciation and amortization
   348,060    314,731    33,329    11 %
Selling, general and administrative
   47,679    44,808    2,871    6 %
Loss on impairment
   12,710    —      12,710    **
Gain on contract settlements/extinguishments, net
   (33,255 ) (21,202 ) (12,053 ) 57 %


   1,273,187    1,015,474    257,713    25 %


Operating income
   $ 386,428    $ 162,025    $ 224,403    138 %

~~(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 increases in both average dayrates and operating days. The 20 percent increase in average dayrates increased revenues by approximately $270 million while the 17 percent increase in operating days increased revenue by $192 million.

The change in contract drilling services revenues relates to our semisubmersibles, jackups and drillships, which generated approximately $247 million, $161 million and $55 million more revenue, respectively, in the Current Period.

The 29 percent increase in semisubmersible average dayrates resulted in a $175 million increase in revenues from the Comparable Period while the increase in operating days of 13 percent resulted in an additional $72 million increase in revenues. The increase in semisubmersibles revenue is a result of our rigs returning to standard operating dayrates after experiencing lower standby rates due to drilling restrictions in the U.S. Gulf of Mexico in the Comparable Period, as well as the~~Noble Paul Romano~~ ~~returning to work after being stacked in the Comparable Period. The increase in operating days is primarily from the~~~~Noble Jim Day,~~ ~~the~~~~Noble Homer Ferrington,~~~~the~~~~Noble Paul Romano~~~~and the~~ ~~Noble Clyde Boudreaux~~~~, which all operated at full capacity during the Current Period after being off contract for the majority of the Comparable Period.~~

The 16 percent increase in jackup average dayrates resulted in an $81 million increase in revenues, which was coupled with a 19 percent increase in operating days, resulting in an $80 million increase in revenues from the Comparable Period. The increase in average dayrates resulted from improved market conditions in the global shallow water market throughout the jackup fleet. The increase in utilization primarily related to rigs in Mexico and the Middle East, which experienced increased operating days during the Current Period.

The increase in drillship revenues was driven by an 18 percent increase in average dayrates and an 11 percent increase in operating days, resulting in a $35 million and a $20 million increase in revenues, respectively, from the Comparable Period. The increase in both average dayrates and operating days was the result of the~~Noble Bully I~~ ~~and~~~~Noble Bully II~~~~, which commenced their contracts with Shell in March 2012 and April 2012, respectively, partially offset by the~~~~Noble Phoenix~~~~, which is completing its shipyard project in anticipation of substitution for the~~~~Noble Muravlenko~~ ~~in Brazil.~~

~~Operating Costs and Expenses~~ — Contract drilling services operating costs and expenses increased $200 million for the Current Period as compared to the Comparable Period. A portion of the increase is due to the crew-up and operating expenses for the recently completed rigs, which have added approximately $53 million in expense during the Current Period. Excluding the additional expenses related to these rigs, our contract drilling costs increased $147 million in the Current Period from the Comparable Period. This change was primarily driven by a $46 million increase in labor, the majority of which is due to salary increases effective in the second quarter of the prior year, a $29 million increase in mobilization due to the amortization of certain rig moves and the demobilization of rigs in Mexico, a $25 million increase related to shorebase support, an $11 million increase in repair and maintenance, a $9 million increase in rig catering and other miscellaneous expenses, a $9 million increase in insurance costs related to increased premiums on our new policy renewed in March 2012, an $8 million increase in safety, training and regulatory inspections, a $5 million increase in rotation costs and a $5 million increase for rig communications and rental equipment.

~~The increase in depreciation and amortization in the Current Period from the Comparable Period was primarily attributable to assets placed in service during the Current Period, including the~~~~Noble Bully I~~ ~~and~~~~Noble Bully II~~.

~~Loss on impairment during the Current Period related to an impairment charge on our submersible fleet, primarily as a result of the declining market outlook for drilling services for this rig type.~~

Gain on contract settlements/extinguishments during the Current Period related to a $28 million gain on the settlement of an action with certain vendors for damages sustained during Hurricane Ike. Additionally, we received $5 million from a claims settlement on the~~Noble David Tinsley, which had experienced a “punch-through” while being positioned on location in 2009.~~

~~Other~~

~~The following table sets forth the operating revenues and the operating costs and expenses for our other services for the six months ended June 30, 2012 and 2011:~~

   Six Months Ended
   June 30,    Change
   2012    2011    $ %
Operating revenues:

Labor contract drilling services
   $ 35,871       $ 27,559       $ 8,312    30 %
Reimbursables (1)
   1,127       1,827       (700 ) -38 %






   $ 36,998       $ 29,386       $ 7,612    26 %






Operating costs and expenses:

Labor contract drilling services
   $ 21,079       $ 17,273       $ 3,806    22 %
Reimbursables (1)
   1,091       1,780       (689 ) -39 %
Depreciation and amortization
   6,632       6,510       122    2 %
Selling, general and administrative
   851       539       312    58 %
Loss on impairment
   5,635       —         5,635    **






   35,288       26,102       9,186    35 %






Operating (loss) income
   $ 1,710       $ 3,284       $ (1,574 ) **

~~(1)~~

**	~~Not a meaningful percentage.~~

~~Operating Revenues and Costs and Expenses~~ — The change in both revenue and expense primarily relate to the commencement of a refurbishment project with our customer, Shell, for one of its rigs to be operated under a labor contract in Alaska, combined with operational increases and foreign currency fluctuations in our Canadian operations.

~~Loss on impairment during the Current Period related to an impairment charge on certain corporate assets, as~~ a result of a ~~declining market for,~~change in our geographic revenue mix and ~~the potential disposal of, the assets.~~

~~Other Income and Expenses~~

~~Interest Expense, net of amount capitalized~~ — Interest expense, net of amount capitalized, decreased $3 million in the Current Period as compared to the Comparable Period. The decrease is a result of higher capitalized interest in the Current Period as compared to the Comparable Period due primarily to the continued construction under our newbuild program, which was partially offset by the issuance of $1.2 billion in senior notes in February 2012. During the Current Period, we capitalized approximately 71 percent of total interest charges versus approximately 62 percentcertain discrete benefits during the ~~Comparable Period.~~quarter.

~~Income Tax Provision~~ — Our income tax provision increased $43 million in the Current Period primarily as a result of a higher pre-tax income and effective tax rate during the Current Period. The increase in pre-tax earnings generated a $42 million increase in tax expense while the increase in the income tax rate during the Current Period increased the income tax provision by $1 million. The increase in the income tax rate was primarily due to the net gain from the settlements and impairment charges, primarily subject to tax in the United States, coupled with other discrete tax items recognized in the Current Period.

Liquidity and Capital Resources

Overview

Net cash from operating activities for the Current ~~Period increased to $536~~Quarter was $203 million ~~from $233~~and $101 million in the Comparable ~~Period.~~Quarter. The increase in net cash from operating activities in the Current ~~Period~~Quarter was primarily attributable to ~~a significant~~an increase in net ~~income.~~income, partially offset by an increase in accounts receivable. The increase in accounts receivable is related to the increased fleet activity in 2013 and receivables issues with a major customer. These issues were resolved subsequent to March 31, 2013 and full payment was received in the second quarter of 2013. We had working capital of ~~$481~~$616 million and ~~$232~~$394 million at ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively. ~~As a result of our $1.2 billion debt offering in February 2012 and outstanding borrowings of $150 million on our Credit Facilities at June 30, 2012,~~Our total debt as a percentage of total debt plus equity increased to 3535.9 percent at ~~June 30, 2012~~March 31, 2013 from 3435.3 percent at December 31, ~~2011.~~2012, primarily as a result of an increase in indebtedness outstanding on our commercial paper program during the Current Quarter.

At June 30, 2012, we had a total contract drilling services backlog of approximately $14.4 billion. Our backlog as of June 30, 2012 reflects a commitment of 79 percent of available operating days for the remainder of 2012 and 61 percent for 2013. See additional information regarding our backlog at “Contract Drilling Services Backlog.”

Our principal source of capital ~~resource~~ in the Current ~~Period~~Quarter was the $203 million in cash generated from ~~our $1.2 billion senior notes offering and net cash from~~ operating activities ~~of $536 million.~~noted above, coupled with borrowings through our commercial paper program. Cash generated during the Current ~~Period~~Quarter was primarily used ~~to repay borrowings outstanding under our Credit Facilities and~~ to fund our capital expenditure program.

Our currently anticipated ~~future~~ cash flow needs may include the following:

committed capital expenditures, including expenditures for newbuild projects currently underway;

normal recurring operating expenses;

discretionary capital expenditures, including various capital upgrades;

~~potential newbuild projects and acquisitions;~~

payments of dividends; and

repayment of maturing debt.

We currently expect to fund these cash flow needs with cash generated by our operations, cash on hand, ~~and~~ borrowings under our existing ~~Credit Facilities.~~

credit facilities and commercial paper program and issuances of unsecured long-term debt. However, to adequately cover our expected cash flow needs, we may require capital in excess of the amount provided through these sources, and we may delay or cancel certain discretionary capital expenditures as necessary.

At March 31, 2013, we had a total contract drilling services backlog of approximately $14.0 billion. Our backlog as of March 31, 2013 reflects a commitment of 74 percent of available days for the remainder of 2013 and 55 percent for 2014. See additional information regarding our backlog at “Contract Drilling Services Backlog.” Subsequent to March 31, 2013, we executed three-year drilling contracts for two of our newbuild ultra-deepwater drillships, theNoble Tom Madden and theNoble Sam Croft. These contracts added approximately $1.3 billion to our backlog.

Capital Expenditures

Our primary use of available liquidity during ~~2012~~2013 is for capital expenditures. Capital expenditures, including capitalized interest, totaled ~~$665~~$372 million and ~~$1.4 billion~~$365 million for the ~~six~~three months ended ~~June 30,~~March 31, 2013 and 2012, ~~and 2011,~~ respectively.

At ~~June 30, 2012,~~March 31, 2013, we had 11 rigs under construction, and capital expenditures, excluding capitalized interest, for new construction during the first ~~six~~three months of ~~2012~~2013 totaled ~~$162~~$138 million, as follows (in millions):

Rig type/name

Currently under construction

Drillships

Noble Don Taylor (formerly HHI Drillship I)
   $ 56.2
Noble Globetrotter II
   37.7
Noble Bob Douglas (formerly HHI Drillship II)
   4.2
Noble Sam Croft (formerly HHI Drillship III)
   1.8
HHI Drillship IV
   1.2
Jackups

Noble Regina Allen (formerly Noble Jackup I)
   3.4
Noble Mick O’Brien (formerly Noble Jackup II)
   2.7
Noble Houston Colbert (formerly Noble Jackup III)
   1.8
Noble Sam Turner (formerly Noble Jackup IV)
   1.5
Noble Tom Prosser (formerly Noble Jackup V)
   1.5
Noble Jackup VI
   1.5
Recently completed construction projects

Noble Bully II
   17.9
Noble Globetrotter I
   25.4
Noble Bully I
   4.7


Total Newbuild Capital Expenditures
   $ 161.5


Rig type/name
Drillships
Noble Sam Croft	$	53.7
Noble Globetrotter II		43.2
Noble Don Taylor		23.8
Noble Bob Douglas		7.0
Noble Tom Madden (formerly HHI Drillship IV)		0.8
Jackups
Noble Mick O’Brien		2.8
Noble Regina Allen		2.5
Noble Houston Colbert		1.3
Noble Sam Turner		0.9
Noble Tom Prosser		0.4
Noble Sam Hartley (formerly Noble Jackup VI)		0.4
Other		1.1

Total Newbuild Capital Expenditures	$	137.9

In addition to the newbuild expenditures noted above, capital expenditures ~~for~~during the ~~six~~first three months ~~ended June 30, 2012~~of 2013 consisted of the following:

$~~327~~153 million for major projects, including ~~$34 million in subsea related expenditures and $24 million to upgrade two drillships currently operating in Brazil;~~subsea-related expenditures;

$9951 million for other capitalized expenditures, including upgrades and replacements to drilling equipment ~~upgrades which~~that generally have a useful ~~lives~~life ranging from 3 to 5 years; and

$7730 million in capitalized interest.

Our total capital expenditure estimate for ~~2012~~2013 is approximately ~~$1.9 billion, including~~$2.7 billion. In addition, we anticipate incurring capitalized interest, which may fluctuate as a result of the timing of completion of ongoing projects.

In connection with our capital expenditure program, as of ~~June 30, 2012,~~March 31, 2013, we had outstanding commitments, including shipyard and purchase commitments, for approximately ~~$3.1~~$2.6 billion, of which we expect to spend approximately ~~$1.6~~$2.0 billion 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 ~~expected amounts~~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

Our most recent quarterly dividend payment to shareholders, totaling ~~approximately $36~~$33 million (or ~~0.13 CHF~~$0.13 per share), ~~in the form of a par value reduction,~~ was declared on ~~April 27, 2012~~February 1, 2013 and paid on ~~May 16, 2012~~February 21, 2013 to holders of record on ~~May 7, 2012. This payment represented~~February 11, 2013. We anticipate the final tranche of our previously approved ~~payment~~annual dividend payments to shareholders ~~in the form of a par value reduction.~~

~~In April 2012, our shareholders approved the payment of a dividend funded from our capital contribution reserve aggregating $0.52 per share to~~will be ~~paid in four equal installments scheduled for August 2012, November 2012, February 2013 and~~made during May 2013. These dividends will require us to make cash payments of approximately $66 million in 2012, based on the number of shares currently outstanding. In connection with this approval and the resulting obligation to shareholders, we recorded dividends payable of approximately $133 million during the second quarter of 2012. Any additional issuances of shares would further increase our obligation.

The declaration and payment of dividends, ~~in the future by Noble-Swiss~~ or ~~the distributions of capital, including~~ returns of capital in the form of par value reductions, require authorization of the shareholders of Noble-Swiss. The amount of such dividends, distributions and returns of capital will depend on our results of operations, financial condition, cash requirements, future business prospects, contractual restrictions and other factors deemed relevant by our Board of Directors and shareholders.

In April 2013, our shareholders approved the payment of a dividend aggregating $1.00 per share to be paid in four equal installments currently scheduled for August 2013, November 2013, February 2014 and May 2014. In connection with this approval, during the second quarter of 2013, we will record a payable of approximately $256 million, which represents this obligation to shareholders. Our Board of Directors has the authority to accelerate the payment of any installment, or portions thereof, at its sole discretion at any time prior to payment of the final installment.

Credit Facilities and ~~Long-Term Debt~~Senior Unsecured Notes

~~During June 2012, we replaced our $575 million~~Credit Facilities and Commercial Paper Program

The Credit Facilities provide us with the ability to issue up to $375 million in letters of credit in the aggregate. ~~While the~~The issuance of letters of credit does not increase our borrowings outstanding under the Credit Facilities, but it does reduce the amount available. At ~~June 30, 2012,~~March 31, 2013, we had no letters of credit ~~outstanding~~issued under the Credit Facilities. We believe that we maintain good relationships with our lenders under the Credit Facilities, and we believe that our lenders have the liquidity and capability to perform should the need arise for us to draw on the Credit Facilities.

Senior Unsecured Notes

In February 2012, we issued, through our indirect wholly-owned subsidiary, Noble Holding International Limited (“NHIL”), $1.2 billion aggregate principal amount of senior notes in three separate tranches, ~~with~~comprising $300 million of 2.50% Senior Notes due 2017, $400 million of 3.95% Senior Notes due 2022, and $500 million of 5.25% Senior Notes due 2042. The weighted average coupon of all three tranches is 4.13%. The net proceeds of approximately $1.19 billion, after expenses, were primarily used to repay the then outstanding balance on our Credit Facilities.

Covenants

The Credit Facilities and commercial paper program are guaranteed by our ~~June 30, 2012 Consolidated Balance Sheet.~~indirect wholly-owned subsidiaries, NHIL and Noble Drilling Corporation (“NDC”). The covenants and events of default under the 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 March 31, 2013, our ratio of debt to total tangible capitalization was approximately 0.36. We were in compliance with all covenants under the Credit Facilities as of March 31, 2013.

~~The~~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 sale and lease-back transactions. At ~~June 30, 2012,~~March 31, 2013, we were in compliance with all our debt covenants. We continually monitor compliance with the covenants under our ~~Credit Facilities and senior~~ notes and, based on our expectations for ~~2012,~~2013, expect to remain in compliance during the year.

Other

At ~~June 30, 2012,~~March 31, 2013, we had letters of credit of $50 million and performance and tax assessment bonds totaling ~~$306~~$310 million supported by surety bonds outstanding. ~~Of the letters of credit outstanding, $19 million were issued to support bank bonds in connection with our drilling units in Nigeria.~~ Additionally, certain of our subsidiaries issue ~~from time~~guarantees to ~~time, guarantees of~~ the temporary import status of rigs or equipment imported into certain countries in which we operate. These guarantees are issued ~~in lieu~~in-lieu of payment of custom, value added or similar taxes in those countries.

Our long-term debt was $4.4 billion at June 30, 2012 as compared to $4.1 billion at December 31, 2011. The increase in debt is a result of the issuance of $1.2 billion aggregate principal amount of senior notes, partially offset by the net repayment of $825 million on the Credit Facilities. For additional information on our long-term debt, see Note 8 to our consolidated financial statements.

New Accounting Pronouncements

In ~~May 2011,~~February 2013, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued Accounting Standards Update (“ASU”) No. ~~2011-04,~~2013-02, which amends FASB Accounting Standards Codification (“ASC”) Topic ~~820, “Fair Value Measurements and Disclosures.~~220, “Comprehensive Income.” This amended guidance ~~clarifies the wording used to describe many of the requirements in accounting literature for measuring fair value and for disclosing~~requires additional information about ~~fair value measurements. The goal~~reclassification adjustments out of ~~the amendment is to create consistency between the United States~~comprehensive income, including changes in comprehensive income balances by component and ~~international accounting standards. The~~significant items reclassified out of comprehensive income. This guidance is effective for ~~annual and interim~~ reporting periods beginning ~~on or~~ after December 15, ~~2011. Our~~2012. The adoption of this guidance did not have a material impact on our financial condition, results of operations, cash flows or financial disclosures.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Item 3.~~

~~Quantitative and Qualitative Disclosures About Market Risk~~

Market risk is the potential for loss from 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. 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 ~~June 30, 2012,~~March 31, 2013, we had ~~$150~~$549 million in borrowings outstanding under our commercial paper program, which is supported by the Credit Facilities. Assuming our current level of debt, a change in LIBOR rates of ~~one~~1 percent would increase our interest charges by approximately $2$5 million per year.

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 long-term debt was ~~$4.7~~$5.2 billion and ~~$4.3~~$5.1 billion at ~~June 30, 2012~~March 31, 2013 and December 31, ~~2011,~~2012, respectively. The increase in fair value was primarily a result of increased indebtedness outstanding under our ~~issuance of $1.2 billion in debt in February 2012, partially offset by the net repayment of $825 million on our Credit Facilities,~~commercial paper program, coupled with ~~changes in fair value related to~~ changes in interest rates and market perceptions of our credit risk.

Foreign Currency Risk

As a multinational company, we conduct business worldwide. 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 different 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.

~~At June 30, 2012,~~Our North Sea and Brazil operations have a significant amount of their cash operating expenses payable in local currencies. To limit the potential risk of currency fluctuations, we ~~had no outstanding derivative contracts. Depending on market conditions, we may elect to utilize short-term~~periodically enter into forward ~~currency~~ contracts settling monthly in their respective local currencies, all of which have a maturity of less than 12 months. The forward contract settlements in the ~~future.~~remainder of 2013 represent approximately 59 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately $124 million at March 31, 2013. Total unrealized loss related to these forward contracts was $1 million as of March 31, 2013 and was 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 $12 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 Corporation 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, as amended.~~1986. Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain benefits for all employees at the formula level in the qualified U.S. plans.

In addition to the U.S. plans, each of Noble Drilling (Land Support) Limited, Noble Enterprises Limited and Noble Drilling (Nederland) B.V., all indirect, wholly-owned subsidiaries of Noble-Swiss, maintains a pension plan that covers all of its salaried, ~~employees.~~non-union employees (collectively referred to as our “non-U.S. plans”). Benefits are based on credited service and employees’ compensation, ~~near retirement,~~ 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

~~Item 4.~~

~~Controls and Procedures~~

David W. Williams, Chairman, President and Chief Executive Officer of Noble-Swiss, and James A. MacLennan, Senior Vice President and Chief Financial Officer of Noble-Swiss, have evaluated the disclosure controls and procedures of Noble-Swiss 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-Swiss’ disclosure controls and procedures were effective as of ~~June 30, 2012.~~March 31, 2013. Noble-Swiss’ disclosure controls and procedures are designed to ensure that information required to be disclosed by Noble-Swiss 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 ~~June 30, 2012.~~March 31, 2013. 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-Swiss��~~Noble-Swiss’ or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended ~~June 30, 2012~~March 31, 2013 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of Noble-Swiss or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Item 1.~~

~~Legal Proceedings~~

Information regarding legal proceedings is set forth in Notes ~~6, 7~~4 and 1312 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

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

The following table sets forth for the periods indicated certain information with respect to purchases of shares by Noble-Swiss:

      Total Number of    Maximum Number
      Shares Purchased    of Shares that May
   Total Number    Average as Part of Publicly    Yet Be Purchased
   of Shares    Price Paid Announced Plans    Under the Plans
Period
   Purchased    per Share or Programs    or Programs
April 2012
   1,532       $ 37.96 ⁽¹⁾ —         6,769,891
May 2012
   156       $ 37.94 ⁽¹⁾ —         6,769,891
June 2012
   103,693       $ 31.34 ⁽¹⁾ —         6,769,891


Period	Total Number of Shares Purchased ⁽²⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
January 2013		—	$	—		—		6,769,891
February 2013		165,331	$	40.51		—		6,769,891
March 2013		1,081	$	36.33		—		6,769,891

(1)	All share purchases made in the open market and were pursuant to the share repurchase program which our Board of Directors authorized and adopted and our shareholders approved. Our repurchase program has no date of expiration.

(2)

Amounts represent shares surrendered by employees for withholding taxes payable upon the vesting of restricted stock or exercise of stock ~~options and were not made pursuant to the share repurchase program which our Board of Directors authorized and adopted. Our repurchase program has no date of expiration.~~options.

Item 6. Exhibits

~~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, a Swiss corporation


~~Noble Corporation~~~~, a Swiss corporation~~

/s/ David W. Williams		~~August 6, 2012~~May 2, 2013
David W. Williams		~~Date~~
Chairman, President and Chief Executive Officer (Principal Executive Officer)	Date

/s/ James A. MacLennan
~~(Principal Executive Officer)~~

~~/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		~~August 6, 2012~~May 2, 2013
David W. Williams	President and Chief Executive Officer (Principal Executive Officer)	Date
~~President and Chief Executive Officer~~
/s/ Dennis J. Lubojacky
~~(Principal Executive Officer)~~

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

Index to Exhibits


Exhibit Number		Exhibit

2.1		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).

2.2		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).

3.1		Articles of Association of ~~Noble-Swiss.~~Noble-Swiss (filed as Exhibit 3.1 to Noble-Swiss’ Quarterly Report on Form 10-Q filed on August 6, 2012 and incorporated herein by reference).

3.2		By-laws of Noble-Swiss (filed as Exhibit 3.2 to Noble-Swiss’ Current Report on Form 8-K filed on March 27, 2009 and incorporated herein by reference).

3.3		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		Second Amendment to Revolving Credit Agreement dated as of ~~June 8, 2012~~January 11, 2013 among Noble Corporation, a Cayman Islands company; the Lenders from time to time parties thereto; Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank; ~~SunTrust Bank, as Syndication Agent;~~Barclays Capital, a division of Barclays Bank PLC and HSBC Securities (USA) Inc. ~~and The Bank of Tokyo-Mitsubishi UFJ, Ltd.~~, as ~~Co-Documentation~~Co-Syndication Agents; and Wells Fargo Securities, LLC, ~~SunTrust Robinson Humphrey, Inc.,~~Barclays Capital, a division of Barclays Bank PLC, and HSBC Securities (USA) Inc. ~~and The Bank of Tokyo-Mitsubishi UFJ, Ltd.~~, as Joint Lead Arrangers and Joint Lead Bookrunners (filed as Exhibit ~~4.1~~4.12 to Noble-Swiss’ ~~Current~~Annual Report on Form ~~8-K filed on June 11, 2012 and incorporated herein by reference).~~

~~4.2~~		Guaranty Agreement dated as of June 8, 2012 between Noble Drilling Corporation, a Delaware corporation, and Wells Fargo Bank, National Association (filed as Exhibit 4.2 to Noble-Swiss’ Current Report on Form 8-K filed on June 11, 2012 and incorporated herein by reference).

~~4.3~~		Guaranty Agreement dated as of June 8, 2012 between Noble Holding International Limited, a Cayman Islands company, and Wells Fargo Bank, National Association (filed as Exhibit 4.3 to Noble-Swiss’ Current Report on Form 8-K filed on June 11,10-K for the year ended December 31, 2012 and incorporated herein by reference).

10.1*		Fourth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors effective February 1, 2013 (filed as exhibit 10.1 to Noble-Swiss’ Current Report on Form 8-K filed on February 5, 2013 and incorporated herein by reference).

10.2*		Form of Noble Corporation Performance-Vested Restricted Stock Unit Agreement under the Noble Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit ~~10.2~~10.39 to ~~Noble Cayman’s Current~~Noble-Swiss’ Annual Report on Form ~~8-K filed~~10-K for the year ended December 31, 2012 and incorporated herein by reference).

10.3*		Noble Corporation 2013 Short Term Incentive Plan (filed as Exhibit 10.41 to Noble-Swiss’ Annual Report on ~~April 30,~~Form 10-K for the year ended December 31, 2012 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-Swiss 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-Swiss.

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-Swiss 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-Swiss.

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.

5450


	Three Months Ended June 30,
	2012						2011
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	1,111		$	2,375		$	1,153		$	2,152
Interest cost		1,350			2,164			1,440			2,143
Return on plan assets		(1,342	)		(2,793	)		(1,454	)		(2,768	)
Amortization of prior service cost		—			57			—			57
Amortization of transition obligation		—			—			19			—
Recognized net actuarial loss		201			1,793			123			843

Net pension expense	$	1,320		$	3,596		$	1,281		$	2,427


	Six Months Ended June 30,
	2012						2011
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	2,234		$	4,806		$	2,246		$	4,304
Interest cost		2,708			4,360			2,823			4,286
Return on plan assets		(2,688	)		(5,586	)		(2,857	)		(5,536	)
Amortization of prior service cost		—			114			—			113
Amortization of transition obligation		—			—			37			—
Recognized net actuarial loss		401			3,678			243			1,687

Net pension expense	$	2,655		$	7,372		$	2,492		$	4,854


Rig type/name
Currently under construction
Drillships
Noble Don Taylor (formerly HHI Drillship I)	$	56.2
Noble Globetrotter II		37.7
Noble Bob Douglas (formerly HHI Drillship II)		4.2
Noble Sam Croft (formerly HHI Drillship III)		1.8
HHI Drillship IV		1.2
Jackups
Noble Regina Allen (formerly Noble Jackup I)		3.4
Noble Mick O’Brien (formerly Noble Jackup II)		2.7
Noble Houston Colbert (formerly Noble Jackup III)		1.8
Noble Sam Turner (formerly Noble Jackup IV)		1.5
Noble Tom Prosser (formerly Noble Jackup V)		1.5
Noble Jackup VI		1.5
Recently completed construction projects
Noble Bully II		17.9
Noble Globetrotter I		25.4
Noble Bully I		4.7

Total Newbuild Capital Expenditures	$	161.5