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: March 31, ~~2013~~2014

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

For the transition period from to

Commission file number: ~~000-53604~~001-36211

~~NOBLE CORPORATION~~Noble Corporation plc

(Exact name of registrant as specified in its charter)

~~Switzerland~~England and Wales (Registered Number 83549545)

98-0619597

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification number)

~~Dorfstrasse 19A, Baar, Switzerland 6340~~


Devonshire House, 1 Mayfair Place, London, England, W1J8AJ
(Address of principal executive offices) (Zip Code)

~~(Address of principal executive offices) (Zip Code)~~

Registrant’s Telephone Number, Including Area Code: ~~41 (41) 761-65-55~~+44 20 3300 2300

Commission file number: 001-31306

~~NOBLE CORPORATION~~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:~~Noble Corporation plc:	Large accelerated filerx	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company¨

Noble Corporation:	Large accelerated filer¨	~~Smaller reporting company~~ Accelerated filer¨
~~Noble-Cayman:~~	~~Large accelerated filer~~ ¨	Non-accelerated filer~~Accelerated filer~~ ¨x	~~Non-accelerated filer~~ x	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 April ~~26, 2013:~~25, 2014: Noble Corporation ~~(Switzerland)~~plc — ~~253,273,925~~254,232,771

Number of shares outstanding at April ~~26, 2013:~~25, 2014: Noble Corporation ~~(Cayman Islands)~~ — 261,245,693

Noble Corporation, a Cayman Islands company and a wholly owned subsidiary of Noble Corporation plc, a ~~Swiss corporation,~~company registered under the laws of England and Wales, meets the conditions set forth in General Instructions H(1) (a) and (b) to Form 10-Q and is therefore filing this 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)~~(Noble-UK) Financial Statements:
	Consolidated Balance Sheet as of March 31, ~~2013~~2014 and December 31, ~~2012~~2013			3
	Consolidated Statement of Income for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			4
	Consolidated Statement of Comprehensive Income for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			5
	Consolidated Statement of Cash Flows for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			6
	Consolidated Statement of Equity for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			7

Noble Corporation (Noble-Cayman) Financial Statements:
	Consolidated Balance Sheet as of March 31, ~~2013~~2014 and December 31, ~~2012~~2013			8
	Consolidated Statement of Income for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			9
	Consolidated Statement of Comprehensive Income for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			10
	Consolidated Statement of Cash Flows for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			11
	Consolidated Statement of Equity for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013			12

Notes to Combined Consolidated Financial Statements		13

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations			3431
Item 3	Quantitative and Qualitative Disclosures About Market Risk			4441
Item 4	Controls and Procedures			4642
PART II	OTHER INFORMATION
Item 1	Legal Proceedings			4643
Item 1A	Risk Factors			43
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds			4743
Item 6	Exhibits			4744
	SIGNATURES			4845
	Index to Exhibits			4946

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

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)


	March 31,			December 31,			March 31,			December 31,
	2013			2012			2014			2013
ASSETS
Current assets
Cash and cash equivalents	$	214,528		$	282,092		$	114,735		$	114,458
Accounts receivable		887,759			743,673			877,127			949,069
Taxes receivable		115,720			112,423			135,733			140,269
Prepaid expenses		97,961			43,962
Other current assets		112,597			123,175
Prepaid expenses and other current assets								243,941			187,139

Total current assets		1,428,565			1,305,325			1,371,536			1,390,935

Property and equipment, at cost		17,329,558			16,971,666			19,691,578			19,198,767
Accumulated depreciation		(4,144,693	)		(3,945,694	)		(4,866,009	)		(4,640,677	)

Property and equipment, net		13,184,865			13,025,972			14,825,569			14,558,090

Other assets		276,528			276,477			247,392			268,932

Total assets	$	14,889,958		$	14,607,774		$	16,444,497		$	16,217,957

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	319,674		$	350,147		$	323,593		$	347,214
Accrued payroll and related costs		118,706			132,728			117,153			151,161
Interest payable		23,701			68,436
Taxes payable		147,557			135,257			173,397			125,119
Dividends payable		33,340			66,369			64,580			128,249
Other current liabilities		169,207			158,512			215,792			300,172

Total current liabilities		812,185			911,449			894,515			1,051,915

Long-term debt		4,844,193			4,634,375			5,728,782			5,556,251
Deferred income taxes		223,500			226,045			221,380			225,455
Other liabilities		347,395			347,615			317,108			334,308

Total liabilities		6,227,273			6,119,484			7,161,785			7,167,929

Commitments and contingencies
Shareholders’ equity
Shares; 254,014 and 253,348 shares outstanding		712,000			710,130
Treasury shares, at cost; 755 and 589 shares		(27,806	)		(21,069	)
Shares; 254,194 and 253,448 shares outstanding								2,542			2,534
Additional paid-in capital		92,289			83,531			814,868			810,286
Retained earnings		7,215,777			7,066,023			7,815,082			7,591,927
Accumulated other comprehensive loss		(112,352	)		(115,449	)		(74,446	)		(82,164	)

Total shareholders’ equity		7,879,908			7,723,166			8,558,046			8,322,583
Noncontrolling interests		782,777			765,124			724,666			727,445

Total equity		8,662,685			8,488,290			9,282,712			9,050,028

Total liabilities and equity	$	14,889,958		$	14,607,774		$	16,444,497		$	16,217,957

See accompanying notes to the unaudited consolidated financial statements.

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

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share amounts)

(Unaudited)


		Three Months Ended						Three Months Ended
		March 31,						March 31,
		2013			2012			2014			2013
Operating revenues	Operating revenues
Contract drilling services		$	928,737		$	746,310		$	1,206,304		$	928,737
Reimbursables			21,174			35,141			36,653			21,174
Labor contract drilling services			21,054			16,008			8,212			21,054
Other			10			231			1			10

			970,975			797,690			1,251,170			970,975

Operating costs and expenses
Contract drilling services			484,087			420,011			561,131			480,126
Reimbursables			14,922			30,601			30,606			14,922
Labor contract drilling services			12,249			9,232			6,226			12,249
Depreciation and amortization			206,156			171,077			245,905			206,156
General and administrative			25,570			23,126			25,637			25,569
Non-recurring spin-off related costs									12,405			3,962
Gain on contract extinguishment			(1,800	)		—			—			(1,800	)

			741,184			654,047			881,910			741,184

Operating income			229,791			143,643			369,260			229,791
Other income (expense)
Interest expense, net of amount capitalized			(27,301	)		(10,496	)		(40,392	)		(27,301	)
Interest income and other, net			(425	)		1,785			(1,190	)		(425	)

Income before income taxes			202,065			134,932			327,678			202,065
Income tax provision			(34,352	)		(21,589	)		(54,436	)		(34,352	)

Net income			167,713			113,343			273,242			167,713
Net (income) loss attributable to noncontrolling interests			(17,653	)		6,832
Net income attributable to noncontrolling interests									(16,916	)		(17,653	)

Net income attributable to Noble Corporation		$	150,060		$	120,175		$	256,326		$	150,060

Net income per share
Basic		$	0.59		$	0.47		$	0.99		$	0.59
Diluted		$	0.59		$	0.47		$	0.99		$	0.59

See accompanying notes to the unaudited consolidated financial statements.

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

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2013			2012			2014			2013
Net income	$	167,713		$	113,343		$	273,242		$	167,713
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		2,657			(41	)		1,009			2,657
Foreign currency forward contracts		(1,202	)		2,417			5,946			(1,202	)
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385
Amortization of deferred pension plan amounts (net of tax provision of $252 in 2014 and $730 in 2013)								763			1,642

Other comprehensive income, net		3,097			3,761			7,718			3,097
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Net comprehensive income attributable to noncontrolling interests								(16,916	)		(17,653	)

Comprehensive income attributable to Noble Corporation	$	153,157		$	123,936		$	264,044		$	153,157

See accompanying notes to the unaudited consolidated financial statements.

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

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2013			2012			2014			2013
Cash flows from operating activities
Net income	$	167,713		$	113,343		$	273,242		$	167,713
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		206,156			171,077			245,905			206,156
Deferred income taxes		(2,735	)		(4,075	)		(3,255	)		(2,735	)
Amortization of share-based compensation		10,155			8,753			13,022			10,155
Net change in other assets and liabilities		(178,737	)		(188,472	)		(23,118	)		(178,737	)

Net cash from operating activities		202,552			100,626			505,796			202,552

Cash flows from investing activities
Capital expenditures		(371,990	)		(364,883	)		(517,283	)		(371,990	)
Change in accrued capital expenditures		(66,312	)		(127,393	)		(43,505	)		(66,312	)

Net cash from investing activities		(438,302	)		(492,276	)		(560,788	)		(438,302	)

Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		209,680			(825,000	)		422,402			209,680
Proceeds from issuance of senior notes, net of debt issuance costs		—			1,186,636
Contributions from joint venture partners		—			40,000
Repayment of long-term debt								(250,000	)		—
Dividends paid to noncontrolling interests								(19,695	)		—
Financing costs on credit facilities		(1,895	)		—			(381	)		(1,895	)
Par value reduction/dividend payments		(33,335	)		(36,370	)
Proceeds from employee stock transactions		473			2,479
Dividend payments								(96,840	)		(33,335	)
Employee stock transactions								(217	)		473
Repurchases of employee shares surrendered for taxes		(6,737	)		(6,451	)		—			(6,737	)

Net cash from financing activities		168,186			361,294			55,269			168,186

Net change in cash and cash equivalents		(67,564	)		(30,356	)		277			(67,564	)
Cash and cash equivalents, beginning of period		282,092			239,196			114,458			282,092

Cash and cash equivalents, end of period	$	214,528		$	208,840		$	114,735		$	214,528

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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 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		—			—			8,753			—			—			—			—			8,753
Issuance of share-based compensation shares		352			1,067			(1,067	)		—			—			—			—			—
Exercise of stock options		113			329			2,292			—			—			—			—			2,621
Tax benefit of stock options exercised		—			—			(142	)		—			—			—			—			(142	)
Restricted shares forfeited or repurchased for taxes		(374	)		(1,138	)		1,138			—			(6,451	)		—			—			(6,451	)
Net income		—			—			—			120,175			—			—			(6,832	)		113,343
Par value reduction payments		—			(29,220	)		(7,150	)		—			—			—			—			(36,370	)
Equity contribution by joint venture partner		—			—			—			—			—			—			40,000			40,000
Other comprehensive income, net		—			—			—			—			—			3,761			—			3,761

Balance at March 31, 2012		252,730		$	737,633		$	52,180		$	6,796,619		$	(17,004	)	$	(70,560	)	$	724,499		$	8,223,367
																									Balance		Par Value		Capital			Earnings			Shares			Loss			Interests			Equity
Balance at December 31, 2012		253,348		$	710,130		$	83,531		$	7,066,023		$	(21,069	)	$	(115,449	)	$	765,124		$	8,488,290			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		—			—			10,155			—			—			—			—			10,155			—		—		10,155			—			—			—			—			10,155
Issuance of share-based compensation shares		592			1,663			(1,649	)		—			—			—			—			14			592		1,663		(1,649	)		—			—			—			—			14
Exercise of stock options		74			207			1,702			—			—			—			—			1,909			74		207		1,702			—			—			—			—			1,909
Tax benefit of stock options exercised		—			—			(1,450	)		—			—			—			—			(1,450	)		—		—		(1,450	)		—			—			—			—			(1,450	)
Restricted shares forfeited or repurchased for taxes		—			—			—			—			(6,737	)		—			—			(6,737	)		—		—		—			—			(6,737	)		—			—			(6,737	)
Net income		—			—			—			150,060			—			—			17,653			167,713			—		—		—			150,060			—			—			17,653			167,713
Net change in dividends payable		—			—			—			(306	)		—			—			—			(306	)
Dividends																										—		—		—			(306	)		—			—			—			(306	)
Other comprehensive income, net		—			—			—			—			—			3,097			—			3,097			—		—		—			—			—			3,097			—			3,097

Balance at March 31, 2013		254,014		$	712,000		$	92,289		$	7,215,777		$	(27,806	)	$	(112,352	)	$	782,777		$	8,662,685			254,014	$	712,000	$	92,289		$	7,215,777		$	(27,806	)	$	(112,352	)	$	782,777		$	8,662,685

Balance at December 31, 2013																										253,448	$	2,534	$	810,286		$	7,591,927		$	—		$	(82,164	)	$	727,445		$	9,050,028
Employee related equity activity
Amortization of share-based compensation																										—		—		13,022			—			—			—			—			13,022
Issuance of share-based compensation shares																										675		6		(8,215	)		—			—			—			—			(8,209	)
Exercise of stock options																										71		2		1,396			—			—			—			—			1,398
Tax benefit of stock options exercised																										—		—		(1,621	)		—			—			—			—			(1,621	)
Net income																										—		—		—			256,326			—			—			16,916			273,242
Dividends paid to noncontrolling interests																										—		—		—			—			—			—			(19,695	)		(19,695	)
Dividends																										—		—		—			(33,171	)		—			—			—			(33,171	)
Other comprehensive income, net																										—		—		—			—			—			7,718			—			7,718

Balance at March 31, 2014																										254,194	$	2,542	$	814,868		$	7,815,082		$	—		$	(74,446	)	$	724,666		$	9,282,712

See accompanying notes to the unaudited consolidated financial statements.

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

CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)


	March 31,			December 31,			March 31,			December 31,
	2013			2012			2014			2013
ASSETS
Current assets
Cash and cash equivalents	$	208,043		$	277,375		$	111,795		$	110,382
Accounts receivable		887,759			743,673			877,127			949,069
Taxes receivable		115,567			112,310			135,457			140,029
Prepaid expenses		95,891			41,232
Other current assets		112,548			122,649
Prepaid expenses and other current assets								241,863			184,348

Total current assets		1,419,808			1,297,239			1,366,242			1,383,828

Property and equipment, at cost		17,293,002			16,935,147			19,653,161			19,160,350
Accumulated depreciation		(4,137,112	)		(3,938,518	)		(4,856,414	)		(4,631,678	)

Property and equipment, net		13,155,890			12,996,629			14,796,747			14,528,672

Other assets		276,611			276,558			247,469			269,014

Total assets	$	14,852,309		$	14,570,426		$	16,410,458		$	16,181,514

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	319,190		$	349,594		$	314,943		$	345,910
Accrued payroll and related costs		107,838			123,936			110,637			143,346
Interest payable		23,701			68,436
Taxes payable		143,069			130,844			168,803			120,588
Other current liabilities		169,197			158,499			215,792			300,172

Total current liabilities		762,995			831,309			810,175			910,016

Long-term debt		4,844,193			4,634,375			5,728,782			5,556,251
Deferred income taxes		223,500			226,045			221,380			225,455
Other liabilities		347,395			347,615			317,110			334,308

Total liabilities		6,178,083			6,039,344			7,077,447			7,026,030

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		476,414			470,454			506,369			497,316
Retained earnings		7,501,262			7,384,828			8,150,297			7,986,762
Accumulated other comprehensive loss		(112,352	)		(115,449	)		(74,446	)		(82,164	)

Total shareholder equity		7,891,449			7,765,958			8,608,345			8,428,039
Noncontrolling interests		782,777			765,124			724,666			727,445

Total equity		8,674,226			8,531,082			9,333,011			9,155,484

Total liabilities and equity	$	14,852,309		$	14,570,426		$	16,410,458		$	16,181,514

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						Three Months Ended
	March 31,						March 31,
	2013			2012			2014				2013
Operating revenues
Contract drilling services	$	928,737		$	746,310		$	1,206,304			$	928,737
Reimbursables		21,174			35,141			36,653				21,174
Labor contract drilling services		21,054			16,008			8,212				21,054
Other		10			231			1				10

		970,975			797,690			1,251,170				970,975

Operating costs and expenses
Contract drilling services		476,561			415,146			558,828				476,561
Reimbursables		14,922			30,601			30,606				14,922
Labor contract drilling services		12,249			9,232			6,226				12,249
Depreciation and amortization		205,751			170,573			245,310				205,751
General and administrative		14,843			14,010			11,932				14,843
Gain on contract extinguishment		(1,800	)		—			—				(1,800	)

		722,526			639,562			852,902				722,526

Operating income		248,449			158,128			398,268				248,449
Other income (expense)
Interest expense, net of amount capitalized		(27,301	)		(10,496	)		(40,392	)			(27,301	)
Interest income and other, net		63			1,399			(1,317	)			63

Income before income taxes		221,211			149,031			356,559				221,211
Income tax provision		(34,014	)		(21,211	)		(54,328	)	��		(34,014	)

Net income		187,197			127,820			302,231				187,197
Net (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Net income attributable to noncontrolling interests								(16,916	)			(17,653	)

Net income attributable to Noble Corporation	$	169,544		$	134,652		$	285,315			$	169,544

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						Three Months Ended
	March 31,						March 31,
	2013			2012			2014			2013
Net income	$	187,197		$	127,820		$	302,231		$	187,197
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		2,657			(41	)		1,009			2,657
Foreign currency forward contracts		(1,202	)		2,417			5,946			(1,202	)
Amortization of deferred pension plan amounts (net of tax provision of $730 in 2013 and $720 in 2012)		1,642			1,385
Amortization of deferred pension plan amounts (net of tax provision of $252 in 2014 and $730 in 2013)								763			1,642

Other comprehensive income, net		3,097			3,761			7,718			3,097
Net comprehensive (income) loss attributable to noncontrolling interests		(17,653	)		6,832
Net comprehensive income attributable to noncontrolling interests								(16,916	)		(17,653	)

Comprehensive income attributable to Noble Corporation	$	172,641		$	138,413		$	293,033		$	172,641

See accompanying notes to the unaudited consolidated financial statements.

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

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2013			2012			2014			2013
Cash flows from operating activities
Net income	$	187,197		$	127,820		$	302,231		$	187,197
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		205,751			170,573			245,310			205,751
Deferred income taxes		(2,735	)		(4,075	)		(3,255	)		(2,735	)
Capital contribution by parent—share-based compensation		5,960			5,070			9,053			5,960
Net change in other assets and liabilities		(181,915	)		(190,502	)		(21,684	)		(181,915	)

Net cash from operating activities		214,258			108,886			531,655			214,258

Cash flows from investing activities
Capital expenditures		(371,953	)		(364,243	)		(517,283	)		(371,953	)
Change in accrued capital expenditures		(66,312	)		(127,393	)		(43,505	)		(66,312	)

Net cash from investing activities		(438,265	)		(491,636	)		(560,788	)		(438,265	)

Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		209,680			(825,000	)		422,402			209,680
Proceeds from issuance of senior notes, net of debt issuance costs		—			1,186,636
Contributions from joint venture partners		—			40,000
Repayment of long-term debt								(250,000	)		—
Dividends paid to noncontrolling interests								(19,695	)		—
Financing costs on credit facilities		(1,895	)		—			(381	)		(1,895	)
Distributions to parent company, net		(53,110	)		(52,727	)		(121,780	)		(53,110	)

Net cash from financing activities		154,675			348,909			30,546			154,675

Net change in cash and cash equivalents		(69,332	)		(33,841	)		1,413			(69,332	)
Cash and cash equivalents, beginning of period		277,375			235,056			110,382			277,375

Cash and cash equivalents, end of period	$	208,043		$	201,215		$	111,795		$	208,043

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 at December 31, 2011		261,246	$	26,125	$	450,616	$	6,979,882		$	(74,321	)	$	691,331		$	8,073,633
Net income		—		—		—		134,652			—			(6,832	)		127,820
Capital contributions by parent— share-based compensation		—		—		5,070		—			—			—			5,070
Distributions to parent		—		—		—		(52,727	)		—			—			(52,727	)
Noncontrolling interest contributions		—		—		—		—			—			40,000			40,000
Other comprehensive income, net		—		—		—		—			3,761			—			3,761

Balance at March 31, 2012		261,246	$	26,125	$	455,686	$	7,061,807		$	(70,560	)	$	724,499		$	8,197,557
																			Balance		Par Value		Par Value		Earnings			Loss			Interests			Equity
Balance at December 31, 2012		261,246	$	26,125	$	470,454	$	7,384,828		$	(115,449	)	$	765,124		$	8,531,082			261,246	$	26,125	$	470,454	$	7,384,828		$	(115,449	)	$	765,124		$	8,531,082
Net income		—		—		—		169,544			—			17,653			187,197			—		—		—		169,544			—			17,653			187,197
Capital contributions by parent— share-based compensation		—		—		5,960		—			—			—			5,960			—		—		5,960		—			—			—			5,960
Distributions to parent		—		—		—		(53,110	)		—			—			(53,110	)		—		—		—		(53,110	)		—			—			(53,110	)
Other comprehensive income, net		—		—		—		—			3,097			—			3,097			—		—		—		—			3,097			—			3,097

Balance at March 31, 2013		261,246	$	26,125	$	476,414	$	7,501,262		$	(112,352	)	$	782,777		$	8,674,226			261,246	$	26,125	$	476,414	$	7,501,262		$	(112,352	)	$	782,777		$	8,674,226

Balance at December 31, 2013																				261,246	$	26,125	$	497,316	$	7,986,762		$	(82,164	)	$	727,445		$	9,155,484
Net income																				—		—		—		285,315			—			16,916			302,231
Capital contributions by parent— share-based compensation																				—		—		9,053		—			—			—			9,053
Distributions to parent																				—		—		—		(121,780	)		—			—			(121,780	)
Dividends paid to noncontrolling interests																				—		—		—		—			—			(19,695	)		(19,695	)
Other comprehensive income, net																				—		—		—		—			7,718			—			7,718

Balance at March 31, 2014																				261,246	$	26,125	$	506,369	$	8,150,297		$	(74,446	)	$	724,666		$	9,333,011

See accompanying notes to the unaudited consolidated financial statements.

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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

On November 20, 2013, pursuant to the Merger Agreement dated as of June 30, 2013 between Noble Corporation, a Swiss corporation (“Noble-Swiss”), and Noble Corporation plc, a company registered under the laws of England and Wales (“Noble-UK”), Noble-Swiss merged with and into Noble-UK, with Noble-UK as the surviving company (the “Transaction”). In the Transaction, all of the outstanding ordinary shares of Noble-Swiss were cancelled, and Noble-UK issued, through an exchange agent, one ordinary share of Noble-UK in exchange for each ordinary share of Noble-Swiss.

The Transaction effectively changed the place of incorporation of our publicly traded parent holding company from Switzerland to the United Kingdom. As a result of the Transaction, Noble-UK owns and conducts the same businesses through the Noble group as Noble-Swiss conducted prior to the Transaction, except that Noble-UK is the parent company of the Noble group of companies.

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

~~five~~two dynamically positioned, ultra-deepwater, harsh environment ~~drillships~~drillships; and

~~six~~three high-specification, heavy-duty, harsh environment jackups.

Our ~~global~~ fleet is ~~currently~~ located in ~~the following areas:~~ the United States, Mexico, Brazil, Argentina, the North Sea, the Mediterranean, West Africa, the Middle East, India, Asia and Australia. Noble and its predecessors have been engaged in the contract drilling of oil and gas wells since 1921.

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

The accompanying unaudited consolidated financial statements of ~~Noble-Swiss~~Noble-UK and Noble-Cayman have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) as they pertain to 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, ~~2012~~2013 Consolidated Balance Sheets presented herein are derived from the December 31, ~~2012~~2013 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, ~~2012,~~2013, filed by both ~~Noble-Swiss~~Noble-UK and Noble-Cayman. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Note 2 — Consolidated Joint Ventures

We maintain a 50 percent interest in two joint ventures, each with a subsidiary of Royal Dutch Shell ~~PLC~~plc (“Shell”), that own and operate the twoBully-class drillships. We have determined that we are the primary ~~beneficiary for accounting purposes.~~beneficiary. 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 could be made for funds needed to complete the construction of the drillships. All contributions under these agreements have been made.

~~The combined carrying amount of the~~~~Bully~~-class drillships at both March 31, 2013 and December 31, 2012 totaled $1.4 billion. These assets were primarily funded through 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)~~PLC 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)

During the three months ended March 31, 2014, the Bully joint ventures approved and paid dividends totaling $39 million, of which $20 million was paid to our joint venture partner. No dividends were approved or paid during the three months ended March 31, 2013.

The combined carrying amount of theBully-class drillships at both March 31, 2014 and December 31, 2013 totaled $1.4 billion. These assets were primarily funded through partner equity contributions. During 2012, these rigs commenced the operating phases of their contracts. Cash held by the Bully joint ventures totaled approximately $32 million at March 31, 2014 as compared to approximately $50 million at December 31, 2013. Operational results for the three months ended March 31, 2014 and 2013 are as follows:


	Three months ended
	March 31,
	2014		2013
Operating revenues	$	87,186	$	90,295
Net income	$	37,720	$	37,498

Note 3 — Share Data

Share capital

~~The following is a detail of Noble-Swiss’ share capital as~~As of March 31, ~~2013~~2014, Noble-UK had approximately 254.2 million shares outstanding and trading as compared to approximately 253.4 million shares outstanding and trading at December 31, ~~2012:~~

   March 31,    December 31,
   2013    2012
Shares outstanding and trading
   253,259       252,759
Treasury shares
   755       589




Total shares outstanding
   254,014       253,348
Treasury shares held for share-based compensation plans
   12,136       12,802




Total shares authorized for issuance
   266,150       266,150




Par value per share (in Swiss Francs)
   3.15       3.15

~~Repurchased treasury shares are recorded at cost, and relate to shares surrendered by employees for taxes payable upon the vesting of restricted stock.~~

2013. Our Board of Directors may ~~further~~ increase ~~Noble-Swiss’~~our share capital through the issuance of up to ~~133.1~~53 million authorized shares (at current nominal value of $0.01 per share) without obtaining shareholder approval. ~~The issuance of these authorized shares is subject to certain conditions regarding their use.~~

In April 2012, our shareholders approved the payment of a dividend 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 2013, November 2013, February~~installments. As of March 31, 2014, ~~and May 2014. Our~~we had $65 million of dividends payable outstanding on this obligation. In April 2014, our Board of Directors ~~has~~declared an additional dividend of $0.125 per share in accordance with our current dividend policy. The total estimated payment related to the ~~authority~~$0.375 per share dividend is approximately $97 million and is scheduled to ~~accelerate the payment of any installment, or portions thereof, at its sole discretion at any time prior to payment of the final installment.~~be paid in May 2014.

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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:~~Noble-UK:


	Three months ended						Three months ended
	March 31,						March 31,
	2013			2012			2014			2013
Allocation of net income
Basic
Net income attributable to Noble Corporation	$	150,060		$	120,175		$	256,326		$	150,060
Earnings allocated to unvested share-based payment awards		(1,667	)		(1,126	)		(4,274	)		(1,667	)

Net income to common shareholders—basic	$	148,393		$	119,049
Net income to common shareholders - basic							$	252,052		$	148,393

Diluted
Net income attributable to Noble Corporation	$	150,060		$	120,175		$	256,326		$	150,060
Earnings allocated to unvested share-based payment awards		(1,664	)		(1,125	)		(4,272	)		(1,664	)

Net income to common shareholders—diluted	$	148,396		$	119,050
Net income to common shareholders - diluted							$	252,054		$	148,396
											��
Weighted average shares outstanding—basic		253,073			251,971
Weighted average shares outstanding - basic								253,940			253,073
Incremental shares issuable from assumed exercise of stock options		268			491			135			268

Weighted average shares outstanding—diluted		253,341			252,462
Weighted average shares outstanding - diluted								254,075			253,341

Weighted average unvested share-based payment awards		2,844			2,407			4,188			2,844

Earnings per share
Basic	$	0.59		$	0.47		$	0.99		$	0.59
Diluted	$	0.59		$	0.47		$	0.99		$	0.59
Dividends per share							$	0.38		$	0.13

Only those items having a dilutive impact on our basic earnings per share are included in diluted earnings per share. For the three months ended March 31, 2014 and 2013, ~~and 2012,~~approximately 1 million shares underlying stock options ~~representing approximately 1.0 million and 1.2 million shares, respectively,~~ were excluded from the diluted earnings per share as ~~they~~such stock options were not dilutive.

Note 4 — Receivables from Customers

At March 31, ~~2013,~~2014, we had receivables of approximately $14 million related to theNoble Max Smith, which are being disputed by our customer, ~~Pemex Exploracion y Produccion~~Petróleos Mexicanos (“Pemex”). These receivables have been classified as long-term and are included in “Other assets” on our Consolidated Balance Sheet. The disputed amounts relate to lost revenues for downtime that occurred after our rig was damaged when one of Pemex’s supply boats collided with our rig in 2010. In January 2012, we filed a lawsuit against Pemex in Mexican court seeking recovery of these amounts. This matter is currently proceeding through the Mexican judicial system. While we can make no assurances as to the outcome of this dispute, we believe we are entitled to the disputed amounts.

Note 5 — Property and Equipment

Property and equipment, at cost, as of March 31, ~~2013~~2014 and December 31, ~~2012~~2013 for Noble-UK consisted of the following:


	March 31,		December 31,		March 31,		December 31,
	2013		2012		2014		2013
Drilling equipment and facilities	$	14,324,919	$	14,099,628	$	17,765,708	$	17,130,986
Construction in progress		2,817,564		2,677,385		1,703,940		1,854,434
Other		187,075		194,653		221,930		213,347

Property and equipment, at cost	$	17,329,558	$	16,971,666	$	19,691,578	$	19,198,767

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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~~$517 million and ~~$365~~$372 million for the three months ended March 31, 2014 and 2013, ~~and 2012,~~ respectively. ~~Capital expenditures~~Capitalized interest was $14 million for the ~~first~~ three months ~~of 2013 consisted of the following:~~

~~$138~~ended March 31, 2014 as compared to $30 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.~~three months ended March 31, 2013.

Note 6 — Debt

~~Total~~Long-term debt consisted of the following at March 31, ~~2013~~2014 and December 31, ~~2012:~~2013:


	March 31,		December 31,		March 31,		December 31,
	2013		2012		2014		2013
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,994	$	299,985
7.375% Senior Notes due 2014		249,839		249,799	$	—	$	249,964
3.45% Senior Notes due 2015		350,000		350,000		350,000		350,000
3.05% Senior Notes due 2016		299,955		299,952		299,970		299,967
2.50% Senior Notes due 2017		299,861		299,852		299,895		299,886
7.50% Senior Notes due 2019		201,695		201,695		201,695		201,695
4.90% Senior Notes due 2020		498,929		498,900		499,054		499,022
4.625% Senior Notes due 2021		399,539		399,527		399,588		399,576
3.95% Senior Notes due 2022		399,115		399,095		399,199		399,178
6.20% Senior Notes due 2040		399,892		399,891		399,894		399,893
6.05% Senior Notes due 2041		397,622		397,613		397,655		397,646
5.25% Senior Notes due 2042		498,263		498,257		498,289		498,283

Total senior unsecured notes		4,294,704		4,294,566		3,745,239		3,995,110
Commercial paper program		549,489		339,809		1,983,543		1,561,141

Total long-term debt	$	4,844,193	$	4,634,375	$	5,728,782	$	5,556,251

Credit Facilities and Commercial Paper Program

We currently have ~~two~~three separate credit facilities with an aggregate maximum available capacity of ~~$2.3~~$2.9 billion ~~one credit facility matures in 2015 and the 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~~$2.7 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,~~therefore, are classified as long-term on our Consolidated Balance Sheet. ~~At March 31, 2013, we had approximately $1.75 billion~~The outstanding amounts of ~~capacity~~commercial paper reduce availability under ~~the~~our Credit Facilities.

The Credit Facilities provide us with the ability to issue up to $375 million in letters of credit in the aggregate. The issuance of letters of credit ~~does not increase our borrowings outstanding~~ under the Credit Facilities ~~but it does reduce~~reduces the amount ~~available.~~available for borrowing. At March 31, ~~2013,~~2014, we had no letters of credit issued under the 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)~~

Senior Unsecured Notes

In ~~February 2012,~~March 2014, we ~~issued, through~~repaid 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~~$250 million ~~of 2.50%~~7.375% 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.

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

Covenants

The Credit Facilities are guaranteed by our indirect wholly-owned subsidiaries, ~~NHIL~~Noble Holding International Limited (“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,~~2014, our ratio of debt to total tangible capitalization was approximately ~~0.36.~~0.38. We were in compliance with all covenants under the Credit Facilities as of March 31, ~~2013.~~2014.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 March 31, ~~2013,~~2014, we were in compliance with all of our debt covenants. We continually monitor compliance with the covenants under our notes and ~~based on our expectations for 2013,~~ expect to remain in compliance during the ~~year.~~remainder of 2014.

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 March 31, ~~2013~~2014 and December 31, ~~2012,~~2013, respectively:


	March 31, 2013				December 31, 2012				March 31, 2014				December 31, 2013
	Carrying		Estimated		Carrying		Estimated		Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value		Value		Fair Value		Value		Fair Value
Senior unsecured notes:
5.875% Senior Notes due 2013	$	299,994	$	301,860	$	299,985	$	305,594
7.375% Senior Notes due 2014		249,839		265,191		249,799		269,008	$	—	$	—	$	249,964	$	253,634
3.45% Senior Notes due 2015		350,000		366,445		350,000		368,824		350,000		361,307		350,000		363,019
3.05% Senior Notes due 2016		299,955		312,637		299,952		316,268		299,970		310,359		299,967		309,878
2.50% Senior Notes due 2017		299,861		307,512		299,852		309,846		299,895		306,056		299,886		302,891
7.50% Senior Notes due 2019		201,695		251,615		201,695		249,358		201,695		236,566		201,695		232,839
4.90% Senior Notes due 2020		498,929		554,370		498,900		562,530		499,054		535,805		499,022		528,597
4.625% Senior Notes due 2021		399,539		435,232		399,527		442,776		399,588		419,976		399,576		413,868
3.95% Senior Notes due 2022		399,115		411,413		399,095		422,227		399,199		396,059		399,178		390,520
6.20% Senior Notes due 2040		399,892		448,844		399,891		477,327		399,894		435,821		399,893		421,720
6.05% Senior Notes due 2041		397,622		441,512		397,613		468,256		397,655		427,624		397,646		417,312
5.25% Senior Notes due 2042		498,263		503,988		498,257		533,422		498,289		488,115		498,283		476,873

Total senior unsecured notes		4,294,704		4,600,619		4,294,566		4,725,436		3,745,239		3,917,688		3,995,110		4,111,151
Commercial paper program		549,489		549,489		339,809		339,809		1,983,543		1,983,543		1,561,141		1,561,141

Total long-term debt	$	4,844,193	$	5,150,108	$	4,634,375	$	5,065,245	$	5,728,782	$	5,901,231	$	5,556,251	$	5,672,292

Note 7 — Income Taxes

At December ~~31, 2012, the reserves for uncertain tax positions totaled $125 million (net of related tax benefits of $10 million). At March~~ 31, 2013, the reserves for uncertain tax positions totaled ~~$125~~$127 million (net of related tax benefits of ~~$11~~$2 million). At March 31, 2014, the reserves for uncertain tax positions totaled $116 million (net of related tax benefits of $2 million). If the March 31, ~~2013~~2014 reserves are not realized, the provision for income taxes would be reduced by ~~$125~~$116 million.

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

~~Note 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)~~PLC 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 8 — Employee Benefit Plans

Pension costs include the following components:


	Three Months Ended March 31,
	2014						2013
	Non-U.S.			U.S.			Non-U.S.			U.S.
Service cost	$	1,420		$	2,541		$	1,379		$	2,681
Interest cost		1,456			2,714			1,282			2,262
Return on plan assets		(1,835	)		(3,846	)		(1,471	)		(3,276	)
Amortization of prior service cost		(5	)		56			—			57
Recognized net actuarial loss		313			651			405			1,910

Net pension expense	$	1,349		$	2,116		$	1,595		$	3,634

During the three months ended March 31, 2014 and 2013, we made contributions to our pension plans totaling $0.7 million and $3 million, respectively.

Note 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.

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

Cash Flow Hedges

Our North Sea, Mexico 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 periodically enter into forward contracts ~~settling~~during the first quarter of each year, which settle monthly in ~~their~~the operations’ respective local ~~currencies, all~~currencies. All of ~~which~~these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of ~~2013~~2014 represent approximately 5952 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. Dollars, was approximately ~~$124~~$284 million at March 31, ~~2013.~~2014. Total unrealized ~~loss~~gains related to these forward contracts ~~was~~were approximately $1$6 million as of March 31, ~~2013~~2014 and was recorded as part of “Accumulated other comprehensive loss” (“AOCL”).

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

   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 10, summarize the financial statement presentation and fair value of our derivative positions as of March 31, 2013 and December 31, 2012:~~

      Estimated fair value
   Balance sheet
classification    March 31,
2013    December 31,
2012
Asset derivatives

Cash flow hedges

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       $ —


	Three Months Ended
	March 31,
	2014		2013
Net unrealized gain/(loss) at beginning of period	$	—	$	—
Activity during period:
Net unrealized gain/(loss) on outstanding foreign currency forward contracts		5,946		(1,202	)

Net unrealized gain/(loss) at end of period	$	5,946	$	(1,202	)

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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)

Financial Statement Presentation

The following table, together with Note 10, summarizes the financial statement presentation and fair value of our derivative positions as of March 31, 2014 and December 31, 2013:


		Estimated fair value
	Balance sheet classification	March 31, 2014		December 31, 2013
Asset derivatives
Cash flow hedges
Short-term foreign currency forward contracts	Other current assets	$	5,946	$	—

To supplement the fair value disclosures in Note 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 three months ended March 31, ~~2013~~2014 and ~~2012:~~2013:


	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”
	2013			2012		2013		2012		2013		2012		2014		2013			2014		2013		2014		2013
Cash flow hedges
Foreign currency forward contracts	$	(1,202	)	$	299	$	—	$	2,118	$	—	$	—	$	4,752	$	(1,316	)	$	1,194	$	114	$	—	$	—

Note 10 — 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:

   March 31, 2013
      Estimated Fair Value Measurements
      Quoted    Significant
      Prices in    Other    Significant
      Active    Observable    Unobservable
   Carrying    Markets    Inputs    Inputs
   Amount    (Level 1)    (Level 2)    (Level 3)
Assets—

Marketable securities
   $ 6,086       $ 6,086       $ —         $ —
Foreign currency forward contracts
   776       —         776       —
Liabilities—

Foreign currency forward contracts
   $ 1,978       $ —         $ 1,978       $ —

December 31, 2012

March 31, 2014

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

Carrying

Markets

Inputs

Amount

(Level 1)

(Level 2)

(Level 3)

Amount

(Level 1)

(Level 2)

(Level 3)

Assets—

Assets -

Marketable securities

5,816

—

8,110

—

Foreign currency forward contracts

5,946

—

5,946

—

December 31, 2013

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

7,230

—

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

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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 11 — Accumulated Other Comprehensive Loss

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


				Defined									Gains /			Defined
	Losses on			Benefit			Foreign						(Losses) on			Benefit			Foreign
	Cash Flow			Pension			Currency						Cash Flow			Pension			Currency
	Hedges⁽¹⁾			Items⁽²⁾			Items			Total			Hedges⁽¹⁾			Items⁽²⁾			Items			Total
Balance at beginning of period	$	—		$	(95,071	)	$	(20,378	)	$	(115,449	)
Balance at December 31, 2012													$	—		$	(95,071	)	$	(20,378	)	$	(115,449	)

Activity during period:
Other comprehensive income (loss) before reclassifications		(1,202	)		—			2,657			1,455			(1,316	)		—			2,657			1,341
Amounts reclassified from AOCL		—			1,642			—			1,642			114			1,642			—			1,756

Net current period other comprehensive income (loss)		(1,202	)		1,642			2,657			3,097
Net 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	)
Balance at March 31, 2013													$	(1,202	)	$	(93,429	)	$	(17,721	)	$	(112,352	)

Balance at December 31, 2013													$	—		$	(58,598	)	$	(23,566	)	$	(82,164	)

Activity during period:
Other comprehensive income before reclassifications														4,752			—			1,009			5,761
Amounts reclassified from AOCL														1,194			763			—			1,957

Net other comprehensive income														5,946			763			1,009			7,718

Balance at March 31, 2014													$	5,946		$	(57,835	)	$	(22,557	)	$	(74,446	)

(1)	~~Losses~~Gains 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 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, and ExxonMobil 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 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.

~~In August 2007, we entered into a drilling contract with Marathon Oil Company (“Marathon”) for the~~~~Noble 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. The suit is proceeding and we expect the trial to occur in the third quarter of 2013. We cannot predict the outcome of this lawsuit.

NOBLE CORPORATION ~~(NOBLE-SWISS)~~PLC 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~~worked 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 andKulluk and other ~~rigs and with the garbage log for the~~~~Kulluk~~.matters. The Coast Guard referred theNoble Discoverer ~~matter~~andKulluk matters to the U.S. Department of Justice (“DOJ”) for further ~~investigation, and we have also been informed that the Coast Guard has referred the~~~~Kulluk~~ ~~matter to the DOJ.~~investigation. We are cooperating with the DOJ ~~and Coast Guard~~ in connection with their ~~investigation.~~investigation, which relates to the items described above, hazardous condition allegations with respect to theNoble Discoverer and other matters. 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~~The DOJ ~~or Coast Guard determines that violations of applicable law have occurred, they could seek civil and~~is seeking criminal sanctions, including monetary penalties, against us, ~~and/or certain of our employees,~~ as well as ~~oversight~~some form of ongoing assurance of our operational compliance ~~programs. Based on information obtained to date,~~programs, and we are maintaining a dialogue with the DOJ. We believe it is probable that we will have to pay ansome amount in fines and penalties to resolve this ~~matter. However,~~matter and have reserved $7 million.

During the fourth quarter of 2007, our Nigerian subsidiary received letters from the Nigerian Maritime Administration and Safety Agency, or NIMASA, seeking to collect a 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 rigs, NIMASA is seeking to apply a provision of the Nigerian cabotage laws (which became effective on May 1, 2004) to our offshore drilling rigs by considering these rigs to be “vessels” within the meaning of those laws and therefore subject to the surcharge, which is imposed only upon “vessels.” Our offshore drilling rigs are not engaged in the Nigerian coastal shipping trade and are not in ~~a position to estimate~~our view “vessels” within the ~~potential liability that may result and have not made any accrual in our consolidated financial statements at March 31, 2013.~~

meaning of Nigeria’s cabotage laws. In January ~~2012,~~2008, we ~~were assessed a fine by~~filed an originating summons against NIMASA and the ~~Brazilian government~~Minister of Transportation in the ~~amount~~Federal High Court of ~~R$1.8 million (approximately $889,000)~~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 rigs are not “vessels” within the meaning of those laws. In February 2009, NIMASA filed suit against us in ~~connection~~the Federal High Court of Nigeria seeking collection of the cabotage surcharge with ~~the inadvertent discharge of drilling fluid from~~respect to one of our rigs. 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 appealed the court’s ruling on procedural grounds, and the court dismissed NIMASA’s lawsuit filed against us in February 2009. In December 2013, the court of appeals ruled in favor of NIMASA and quashed the High Court’s decision in our favor, although there is no adverse ruling against us with respect to the merits. We intend to appeal this latest decision and take further appropriate legal action to resist the application of Nigeria’s cabotage laws to our drilling rigs. 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 ~~Brazil~~drilling rigs 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 future operations in ~~September 2011.~~Nigerian waters and require us to incur additional costs of compliance.

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, or 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 ~~accepted and~~not paid this amount on our expatriate workers employed by our non-Nigerian employment entity in the ~~assessment.~~

past as we did not believe the contribution obligation was applicable to them. In October ~~2011,~~2012, we ~~were assessed~~received a ~~fine by~~demand from the ~~Brazilian government~~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 ~~of R$238,000 (approximately $118,000) in connection~~claimed. We have had discussions with the ~~inadvertent discharge~~ITF to resolve the issue and do not believe the resolution of ~~approximately 200 barrels~~this matter will have a material adverse effect on our financial position, results of ~~drilling fluid from one of our vessels offshore Brazil in November 2010. We have accepted and paid the assessment.~~operations or cash flows.

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 March 31, ~~2013,~~2014, there were 3037 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.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We are a defendant in certain claims and litigation arising out of operations in the ordinary course of business, including a certain ~~disputes~~dispute with ~~customers~~a customer over receivables discussed in Note 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 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~~During 2013, the IRS completed its examination of our tax reporting for the taxable year ended December 31, ~~2008. The examination team has proposed adjustments with respect to certain items that were reported by us for the~~ 2008 ~~tax year. We believe~~and concluded that we ~~have accurately reported all amounts included in our 2008 tax returns, and have filed protests with~~were entitled to a refund. The congressional Joint Committee on Taxation took no exception to the conclusions reached by the IRS, ~~Appeals Office contesting~~and the ~~examination team’s proposed adjustments, and we are still waiting on a final resolution of these issues. We intend to vigorously defend our reported positions.~~refund, plus interest, was received in March 2014. The IRS ~~has begun~~also completed its examination of our tax reporting for the taxable year ended December 31, ~~2009.~~2009, and informed us that it made no changes to our reported tax. During the first quarter of 2014, the IRS began its examination of our tax reporting for the taxable years ended December 31, 2010 and 2011. We believe that we have accurately reported all amounts in our ~~2009~~2010 and 2011 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.~~assessments. 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~~any 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 $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 $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~~Audit claims of approximately ~~$126~~$335 million attributable to income, customs and other business taxes have been assessed against ~~us in other jurisdictions.~~us. 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. Tax authorities may issue additional assessments or pursue legal actions as a result of tax audits and we cannot predict or provide assurance as to the ultimate outcome of such assessments and legal actions.

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. For theNoble Bully I, our customer assumes the risk of loss due to a named windstorm event, pursuant to the terms of the drilling contract, through the purchase of insurance coverage (provided that we are responsible for any deductible under such policy) or, at its option, the assumption of the risk of loss up to the insured value in lieu of the purchase of such 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 a physical damage ~~deductibles~~deductible on our rigs ~~ranging from $15 million to~~of $25 million per ~~occurrence, depending on location.~~occurrence. The loss of hire coverage applies only to our rigs operating under contract with a dayrate equal to or greater than $200,000 a day and is subject to a 45-day waiting period for each unit and each occurrence.

Although we maintain insurance in the geographic areas in which we operate, pollution, reservoir damage and environmental risks generally are not fully insurable. Our insurance policies and contractual rights to indemnity may not adequately cover our losses or may have exclusions of coverage for some losses. We do not have insurance coverage or rights to indemnity for all risks, including loss of hire insurance on most of the rigs in our fleet. Uninsured exposures may include expatriate activities prohibited by U.S. laws and regulations, radiation hazards, certain loss or damage to property on board our rigs and losses relating to shore-based terrorist acts 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.

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

We 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 ~~$2.6~~$1.7 billion at March 31, ~~2013.~~2014.

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~~Noble-UK (within the meaning set forth in the agreements) or a termination of employment in connection with or in anticipation of a change of control, and remain effective for three years thereafter. These agreements provide for compensation and certain other benefits under such circumstances.

~~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 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.

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 the past as we 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 ITF to resolve the issue.

Note 13 — Segment and Related Information

We report our contract drilling operations as a single reportable segment, Contract Drilling Services, which reflects how we manage our business, and the fact that all of our drilling fleet is dependent upon the worldwide oil 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 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 segment conducts contract drilling operations in the United States, Mexico, Brazil, Argentina, the North Sea, the Mediterranean, West Africa, the Middle East, India, Asia and 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 based on revenues from external customers and segment profit. Summarized financial information of our reportable segment for the three months ended March 31, ~~2013~~2014 and ~~2012~~2013 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~~Noble-UK include the accounts of Noble-Cayman, and ~~Noble-Swiss~~Noble-UK 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-UK.


	Three Months Ended March 31,																		Three Months Ended March 31,
	2013									2012									2014									2013
	Contract									Contract									Contract									Contract
	Drilling									Drilling									Drilling									Drilling
	Services			Other			Total			Services			Other			Total			Services			Other			Total			Services			Other			Total
Revenues from external customers	$	949,458		$	21,517		$	970,975		$	781,243		$	16,447		$	797,690		$	1,242,438		$	8,732		$	1,251,170		$	949,458		$	21,517		$	970,975
Depreciation and amortization		202,619			3,537			206,156			167,948			3,129			171,077			241,574			4,331			245,905			202,619			3,537			206,156
Segment operating income		225,134			4,657			229,791			140,267			3,376			143,643
Segment operating income/ (loss)																				383,867			(14,607	)		369,260			228,987			804			229,791
Interest expense, net of amount capitalized		(120	)		(27,181	)		(27,301	)		(89	)		(10,407	)		(10,496	)		(73	)		(40,319	)		(40,392	)		(120	)		(27,181	)		(27,301	)
Income tax (provision)/ benefit		(38,241	)		3,889			(34,352	)		(22,600	)		1,011			(21,589	)		(63,656	)		9,220			(54,436	)		(38,897	)		4,545			(34,352	)
Segment profit/ (loss)		169,051			(18,991	)		150,060			125,484			(5,309	)		120,175			302,611			(46,285	)		256,326			172,248			(22,188	)		150,060
Total assets (at end of period)		14,212,435			677,523			14,889,958			13,248,321			646,880			13,895,201			15,648,678			795,819			16,444,497			14,212,435			677,523			14,889,958

NOBLE CORPORATION PLC AND SUBSIDIARIES

NOBLE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Note 14 — Accounting Pronouncements

In ~~February 2013,~~April 2014, the FASB issued Accounting Standards Update (“ASU”) No. ~~2013-02,~~2014-08, which amends FASB Accounting Standards Codification (“ASC”) Topic ~~220, “Comprehensive Income.” This amended guidance requires additional information about reclassification adjustments out~~205, “Presentation of ~~comprehensive income, including changes in comprehensive income balances by component~~Financial Statements” and significant items reclassified out of comprehensive income. This guidance is effective for reporting periods beginning after December 15, 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 March 2013, the FASB issued ASU No. 2013-05, which amends~~ ASC Topic ~~830, “Foreign Currency Matters.~~360, “Property, Plant, and Equipment.” This ASU ~~provides guidance~~alters the definition of a discontinued operation to cover only asset disposals that are a strategic shift with a major effect on ~~foreign currency translation adjustments when~~an entity’s operations and finances, and calls for more extensive disclosures about a ~~parent entity ceases to have a controlling interest on a previously consolidated subsidiary or group of assets.~~discontinued operation’s assets, liabilities, income and expenses. The guidance is effective for ~~fiscal years~~all disposals, or classifications as held-for-sale, of components of an entity that occur within annual periods beginning on or after December 15, ~~2013.~~2014. We are still evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Note 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						Noble-UK						Noble-Cayman
	Three months ended						Three months ended						Three months ended						Three months ended
	March 31,						March 31,						March 31,						March 31,
	2013			2012			2013			2012			2014			2013			2014			2013
Accounts receivable	$	(125,192	)	$	(88,969	)	$	(125,192	)	$	(88,969	)	$	91,226		$	(125,192	)	$	91,226		$	(125,192	)
Other current assets		(47,920	)		(71,328	)		(49,017	)		(72,745	)		(46,320	)		(47,920	)		(46,997	)		(49,017	)
Other assets		1,101			(1,313	)		1,099			(1,315	)		19,801			1,101			19,805			1,099
Accounts payable		12,901			7,014			12,970			6,304			(5,350	)		12,901			(12,696	)		12,970
Other current liabilities		(18,947	)		(31,789	)		(21,095	)		(31,691	)		(70,001	)		(18,947	)		(60,550	)		(21,095	)
Other liabilities		(680	)		(2,087	)		(680	)		(2,086	)		(12,474	)		(680	)		(12,472	)		(680	)

	$	(178,737	)	$	(188,472	)	$	(181,915	)	$	(190,502	)	$	(23,118	)	$	(178,737	)	$	(21,684	)	$	(181,915	)

~~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 — Information about Noble-Cayman

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 March 31, ~~2013~~2014 with respect to the following securities as follows:


	Issuer
Notes	(Co-Issuer(s))	Guarantor(s)
~~$300 million 5.875% Senior Notes due 2013~~	~~Noble-Cayman~~	~~NDC~~
		~~NHIL~~
~~$250 million 7.375% Senior Notes due 2014~~	~~NHIL~~	~~Noble-Cayman~~
$350 million ~~3.45%~~3.845% 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;	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 condensed 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

March 31, ~~2013~~2014

(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	$	5	$	477		$	—		$	2	$	—	$	207,559		$	—		$	208,043		$	5	$	124		$	—		$	5	$	—	$	111,661		$	—		$	111,795
Accounts receivable		—		20,680			3,226			—		—		863,853			—			887,759			—		53,786			3,331			—		—		820,010			—			877,127
Taxes receivable		—		8,341			—			—		—		107,226			—			115,567			—		37,956			—			—		—		97,501			—			135,457
Prepaid expenses		—		422			9			—		—		95,460			—			95,891
Short-term notes receivable from affiliates		—		119,476			—			—		586,769		326,671			(1,032,916	)		—			—		1,456,245			—			—		19,500		166,760			(1,642,505	)		—
Accounts receivable from affiliates		822,677		150,838			1,062,522			467,184		45,200		6,009,283			(8,557,704	)		—			1,163,230		122,759			791,922			82,362		22,967		6,153,853			(8,337,093	)		—
Other current assets		94		639			196			—		—		111,619			—			112,548
Prepaid expenses and other current assets																							—		2,822			172			13		—		238,856			—			241,863

Total current assets		822,776		300,873			1,065,953			467,186		631,969		7,721,671			(9,590,620	)		1,419,808			1,163,235		1,673,692			795,425			82,380		42,467		7,588,641			(9,979,598	)		1,366,242

Property and equipment, at cost		—		2,898,924			76,394			—		—		14,317,684			—			17,293,002			—		2,249,576			76,132			—		—		17,327,453			—			19,653,161
Accumulated depreciation		—		(297,835	)		(59,403	)		—		—		(3,779,874	)		—			(4,137,112	)		—		(231,409	)		(62,039	)		—		—		(4,562,966	)		—			(4,856,414	)

Property and equipment, net		—		2,601,089			16,991			—		—		10,537,810			—			13,155,890			—		2,018,167			14,093			—		—		12,764,487			—			14,796,747

Notes receivable from affiliates		3,816,463		1,206,000			—			3,524,814		479,107		2,110,379			(11,136,763	)		—			3,304,753		124,215			223,059			1,980,391		5,000		1,322,500			(6,959,918	)		—
Investments in affiliates		7,972,834		9,496,533			3,350,670			7,638,820		1,865,269		—			(30,324,126	)		—			8,977,664		9,645,314			2,061,305			10,107,669		5,612,195		—			(36,404,147	)		—
Other assets		7,061		301			452			25,068		728		243,001			—			276,611			4,589		6,872			115			21,967		607		213,319			—			247,469

Total assets	$	12,619,134	$	13,604,796		$	4,434,066		$	11,655,888	$	2,977,073	$	20,612,861		$	(51,051,509	)	$	14,852,309		$	13,450,241	$	13,468,260		$	3,093,997		$	12,192,407	$	5,660,269	$	21,888,947		$	(53,343,663	)	$	16,410,458

LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	90,314	$	125,587		$	110,770		$	—	$	—	$	706,245		$	(1,032,916	)	$	—		$	—	$	52,611		$	114,149		$	—	$	750,000	$	725,745		$	(1,642,505	)	$	—
Accounts payable		—		5,709			805			—		—		312,676			—			319,190			—		4,704			677			—		—		309,562			—			314,943
Accrued payroll and related costs		—		6,223			8,304			—		—		93,311			—			107,838			—		5,316			782			—		—		104,539			—			110,637
Accounts payable to affiliates		921,727		4,945,931			6,277			177,838		92,548		2,413,383			(8,557,704	)		—			1,068,444		4,848,721			4,904			243,031		20,596		2,151,397			(8,337,093	)		—
Taxes payable		—		11,316			—			—		—		131,753			—			143,069			—		18,125			9			—		—		150,669			—			168,803
Interest payable		5,943		—			—			17,128		630		—			—			23,701
Other current liabilities		—		522			240			—		—		168,435			—			169,197			915		22,833			200			16,359		630		174,855			—			215,792

Total current liabilities		1,017,984		5,095,288			126,396			194,966		93,178		3,825,803			(9,590,620	)		762,995			1,069,359		4,952,310			120,721			259,390		771,226		3,616,767			(9,979,598	)		810,175

Long-term debt		849,483		—			—			3,793,015		201,695		—			—			4,844,193			1,983,543		—			—			3,543,544		201,695		—			—			5,728,782
Notes payable to affiliates		2,840,287		586,979			—			975,000		1,342,000		5,392,497			(11,136,763	)		—			1,769,064		421,263			—			975,000		192,216		3,602,375			(6,959,918	)		—
Deferred income taxes		—		(2,431	)		15,731			—		—		210,200			—			223,500			—		—			4,245			—		—		217,135			—			221,380
Other liabilities		19,931		17,960			—			—		—		309,504			—			347,395			19,930		32,151			—			—		—		265,029			—			317,110

Total liabilities		4,727,685		5,697,796			142,127			4,962,981		1,636,873		9,738,004			(20,727,383	)		6,178,083			4,841,896		5,405,724			124,966			4,777,934		1,165,137		7,701,306			(16,939,516	)		7,077,447

Commitments and contingencies
Total shareholder equity		7,891,449		7,907,000			4,291,939			6,692,907		1,340,200		9,677,699			(29,909,745	)		7,891,449			8,608,345		8,062,536			2,969,031			7,414,473		4,495,132		12,939,108			(35,880,280	)		8,608,345
Noncontrolling interest		—		—			—			—		—		1,197,158			(414,381	)		782,777
Noncontrolling interests																							—		—			—			—		—		1,248,533			(523,867	)		724,666

Total equity		7,891,449		7,907,000			4,291,939			6,692,907		1,340,200		10,874,857			(30,324,126	)		8,674,226			8,608,345		8,062,536			2,969,031			7,414,473		4,495,132		14,187,641			(36,404,147	)		9,333,011

Total liabilities and equity	$	12,619,134	$	13,604,796		$	4,434,066		$	11,655,888	$	2,977,073	$	20,612,861		$	(51,051,509	)	$	14,852,309		$	13,450,241	$	13,468,260		$	3,093,997		$	12,192,407	$	5,660,269	$	21,888,947		$	(53,343,663	)	$	16,410,458

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

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2012~~2013

~~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	$	1,003	$	904		$	—		$	2	$	—	$	275,466		$	—		$	277,375		$	1	$	402		$	—		$	4	$	—	$	109,975		$	—		$	110,382
Accounts receivable		—		14,885			3,335			—		—		725,453			—			743,673			—		34,038			3,325			—		—		911,706			—			949,069
Taxes receivable		—		8,341			—			—		—		103,969			—			112,310			—		52,307			—			—		—		87,722			—			140,029
Prepaid expenses		—		396			9			—		—		40,827			—			41,232
Short-term notes receivable from affiliates		—		119,476			—			—		586,769		252,138			(958,383	)		—			—		1,456,245			—			139,195		19,500		166,760			(1,781,700	)		—
Accounts receivable from affiliates		664,375		140,014			1,015,204			526,483		38,895		5,855,066			(8,240,037	)		—			1,244,019		108,208			1,137,137			210,868		27,537		6,302,784			(9,030,553	)		—
Other current assets		235		639			196			—		—		121,579			—			122,649
Prepaid expenses and other current assets																							—		6,336			204			—		—		177,808			—			184,348

Total current assets		665,613		284,655			1,018,744			526,485		625,664		7,374,498			(9,198,420	)		1,297,239			1,244,020		1,657,536			1,140,666			350,067		47,037		7,756,755			(10,812,253	)		1,383,828

Property and equipment, at cost		—		2,735,223			76,428			—		—		14,123,496			—			16,935,147			—		2,340,216			75,856			—		—		16,744,278			—			19,160,350
Accumulated depreciation		—		(283,028	)		(58,411	)		—		—		(3,597,079	)		—			(3,938,518	)		—		(310,171	)		(60,950	)		—		—		(4,260,557	)		—			(4,631,678	)

Property and equipment, net		—		2,452,195			18,017			—		—		10,526,417			—			12,996,629			—		2,030,045			14,906			—		—		12,483,721			—			14,528,672

Notes receivable from affiliates		3,816,463		1,206,000			—			3,524,814		479,107		2,171,875			(11,198,259	)		—			3,304,753		124,216			—			2,367,555		5,000		1,390,500			(7,192,024	)		—
Investments in affiliates		7,770,066		9,170,923			3,386,879			7,413,361		1,977,906		—			(29,719,135	)		—			8,601,712		9,502,970			2,523,808			9,456,735		5,440,004		—			(35,525,229	)		—
Other assets		5,798		320			543			25,895		759		243,243			—			276,558			6,256		6,332			173			22,681		639		232,933			—			269,014

Total assets	$	12,257,940	$	13,114,093		$	4,424,183		$	11,490,555	$	3,083,436	$	20,316,033		$	(50,115,814	)	$	14,570,426		$	13,156,741	$	13,321,099		$	3,679,553		$	12,197,038	$	5,492,680	$	21,863,909		$	(53,529,506	)	$	16,181,514

LIABILITIES AND EQUITY
Current liabilities
Short-term notes payables from affiliates	$	90,314	$	51,054		$	110,770		$	—	$	—	$	706,245		$	(958,383	)	$	—		$	—	$	191,806		$	114,149		$	—	$	750,000	$	725,745		$	(1,781,700	)	$	—
Accounts payable		—		6,522			1,183			—		—		341,889			—			349,594			—		5,310			452			—		—		340,148			—			345,910
Accrued payroll and related costs		—		6,176			7,611			—		—		110,149			—			123,936			—		8,582			9,141			—		—		125,623			—			143,346
Accounts payable to affiliates		900,063		4,806,235			5,444			165,065		77,075		2,286,155			(8,240,037	)		—			1,104,410		4,685,825			292,354			216,866		21,173		2,709,925			(9,030,553	)		—
Taxes payable		—		9,152			—			—		—		121,692			—			130,844			—		827			9			—		—		119,752			—			120,588
Interest payable		1,594		—			—			62,430		4,412		—			—			68,436
Other current liabilities		—		—			240			—		—		158,259			—			158,499			412		22,106			240			62,431		4,412		210,571			—			300,172

Total current liabilities		991,971		4,879,139			125,248			227,495		81,487		3,724,389			(9,198,420	)		831,309			1,104,822		4,914,456			416,345			279,297		775,585		4,231,764			(10,812,253	)		910,016

Long-term debt		639,794		—			—			3,792,886		201,695		—			—			4,634,375			1,561,141		—			—			3,793,414		201,696		—			—			5,556,251
Notes payable to affiliates		2,840,287		648,475			—			975,000		1,342,000		5,392,497			(11,198,259	)		—			2,042,808		534,683			—			975,000		260,216		3,379,317			(7,192,024	)		—
Deferred income taxes		—		—			15,731			—		—		210,314			—			226,045			—		—			3,275			—		—		222,180			—			225,455
Other liabilities		19,930		17,815			—			—		—		309,870			—			347,615			19,931		24,502			—			—		—		289,875			—			334,308

Total liabilities		4,491,982		5,545,429			140,979			4,995,381		1,625,182		9,637,070			(20,396,679	)		6,039,344			4,728,702		5,473,641			419,620			5,047,711		1,237,497		8,123,136			(18,004,277	)		7,026,030

Commitments and contingencies
Total shareholder equity		7,765,958		7,568,664			4,283,204			6,495,174		1,458,254		9,509,343			(29,314,639	)		7,765,958			8,428,039		7,847,458			3,259,933			7,149,327		4,255,183		12,502,531			(35,014,432	)		8,428,039
Noncontrolling interest		—		—			—			—		—		1,169,620			(404,496	)		765,124
Noncontrolling interests																							—		—			—			—		—		1,238,242			(510,797	)		727,445

Total equity		7,765,958		7,568,664			4,283,204			6,495,174		1,458,254		10,678,963			(29,719,135	)		8,531,082			8,428,039		7,847,458			3,259,933			7,149,327		4,255,183		13,740,773			(35,525,229	)		9,155,484

Total liabilities and equity	$	12,257,940	$	13,114,093		$	4,424,183		$	11,490,555	$	3,083,436	$	20,316,033		$	(50,115,814	)	$	14,570,426		$	13,156,741	$	13,321,099		$	3,679,553		$	12,197,038	$	5,492,680	$	21,863,909		$	(53,529,506	)	$	16,181,514

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

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2014

(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	$	—		$	85,582		$	5,667		$	—		$	—		$	1,157,987		$	(42,932	)	$	1,206,304
Reimbursables		—			767			81			—			—			35,805			—			36,653
Labor contract drilling services		—			—			—			—			—			8,212			—			8,212
Other		—			—			—			—			—			1			—			1

Total operating revenues		—			86,349			5,748			—			—			1,202,005			(42,932	)		1,251,170

Operating costs and expenses
Contract drilling services		10,071			42,103			2,449			26,116			—			521,021			(42,932	)		558,828
Reimbursables		—			909			78			—			—			29,619			—			30,606
Labor contract drilling services		—			—			—			—			—			6,226			—			6,226
Depreciation and amortization		—			15,952			1,131			—			—			228,227			—			245,310
General and administrative		573			1,847			1			6,961			—			2,550			—			11,932

Total operating costs and expenses		10,644			60,811			3,659			33,077			—			787,643			(42,932	)		852,902

Operating income (loss)		(10,644	)		25,538			2,089			(33,077	)		—			414,362			—			398,268
Other income (expense)
Equity earnings in affiliates, net of tax		320,213			179,887			69,071			318,759			172,191			—			(1,060,121	)		—
Interest expense, net of amounts capitalized		(25,884	)		(6,050	)		(493	)		(46,493	)		(7,949	)		(12,360	)		58,837			(40,392	)
Interest income and other, net		1,630			13,680			66			25,957			313			15,874			(58,837	)		(1,317	)

Income before income taxes		285,315			213,055			70,733			265,146			164,555			417,876			(1,060,121	)		356,559
Income tax provision		—			(31,201	)		—			—			—			(23,127	)		—			(54,328	)

Net Income		285,315			181,854			70,733			265,146			164,555			394,749			(1,060,121	)		302,231
Net income attributable to noncontrolling interests		—			—			—			—			—			(29,986	)		13,070			(16,916	)

Net income attributable to Noble Corporation		285,315			181,854			70,733			265,146			164,555			364,763			(1,047,051	)		285,315

Other comprehensive income, net		7,718			—			—			—			—			7,718			(7,718	)		7,718

Comprehensive income attributable to Noble Corporation	$	293,033		$	181,854		$	70,733		$	265,146		$	164,555		$	372,481		$	(1,054,769	)	$	293,033

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2013

(in thousands)


																																								Other
																																								Non-guarantor
																									Noble-			NHC and NDH												Subsidiaries			Consolidating
	Noble- Cayman			NHC and NDH Combined			NDC			NHIL			NDS6			other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments			Total			Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments			Total
Operating revenues
Contract drilling services	$	—		$	46,957		$	4,991		$	—		$	—		$	897,239		$	(20,450	)	$	928,737		$	—		$	46,957		$	4,991		$	—		$	—		$	897,239		$	(20,450	)	$	928,737
Reimbursables		—			586			—			—			—			20,588			—			21,174			—			586			—			—			—			20,588			—			21,174
Labor contract drilling services		—			—			—			—			—			21,054			—			21,054			—			—			—			—			—			21,054			—			21,054
Other		—			—			—			—			—			10			—			10			—			—			—			—			—			10			—			10

Total operating revenues		—			47,543			4,991			—			—			938,891			(20,450	)		970,975			—			47,543			4,991			—			—			938,891			(20,450	)		970,975

Operating costs and expenses
Contract drilling services		919			16,425			1,785			24,213			—			453,669			(20,450	)		476,561			919			16,425			1,785			24,213			—			453,669			(20,450	)		476,561
Reimbursables		—			334			—			—			—			14,588			—			14,922			—			334			—			—			—			14,588			—			14,922
Labor contract drilling services		—			—			—			—			—			12,249			—			12,249			—			—			—			—			—			12,249			—			12,249
Depreciation and amortization		—			14,862			1,101			—			—			189,788			—			205,751			—			14,862			1,101			—			—			189,788			—			205,751
General and administrative		625			1,892			1			8,713			—			3,612			—			14,843			625			1,892			1			8,713			—			3,612			—			14,843
Gain on contract extinguishment		—			—			—			—			—			(1,800	)		—			(1,800	)		—			—			—			—			—			(1,800	)		—			(1,800	)

Total operating costs and expenses		1,544			33,513			2,887			32,926			—			672,106			(20,450	)		722,526			1,544			33,513			2,887			32,926			—			672,106			(20,450	)		722,526

Operating income (loss)		(1,544	)		14,030			2,104			(32,926	)		—			266,785			—			248,449			(1,544	)		14,030			2,104			(32,926	)		—			266,785			—			248,449
Other income (expense)
Equity earnings in affiliates, net of tax		202,765			96,943			7,453			225,457			116,028			—			(648,646	)		—			202,765			96,943			7,453			225,457			116,028			—			(648,646	)		—
Interest expense, net of amounts capitalized		(33,307	)		(7,562	)		(833	)		(34,560	)		(11,721	)		(23,334	)		84,016			(27,301	)		(33,307	)		(7,562	)		(833	)		(34,560	)		(11,721	)		(23,334	)		84,016			(27,301	)
Interest income and other, net		1,630			10,814			7			39,761			6,305			25,562			(84,016	)		63			1,630			10,814			7			39,761			6,305			25,562			(84,016	)		63

Income before income taxes		169,544			114,225			8,731			197,732			110,612			269,013			(648,646	)		221,211			169,544			114,225			8,731			197,732			110,612			269,013			(648,646	)		221,211
Income tax provision		—			(4,556	)		—			—			—			(29,458	)		—			(34,014	)		—			(4,556	)		—			—			—			(29,458	)		—			(34,014	)

Net Income		169,544			109,669			8,731			197,732			110,612			239,555			(648,646	)		187,197			169,544			109,669			8,731			197,732			110,612			239,555			(648,646	)		187,197
Net income attributable to noncontrolling interests		—			—			—			—			—			(27,538	)		9,885			(17,653	)		—			—			—			—			—			(27,538	)		9,885			(17,653	)

Net income attributable to Noble Corporation		169,544			109,669			8,731			197,732			110,612			212,017			(638,761	)		169,544			169,544			109,669			8,731			197,732			110,612			212,017			(638,761	)		169,544

Other comprehensive income, net		3,097			—			—			—			—			3,097			(3,097	)		3,097			3,097			—			—			—			—			3,097			(3,097	)		3,097

Comprehensive income attributable to Noble Corporation	$	172,641		$	109,669		$	8,731		$	197,732		$	110,612		$	215,114		$	(641,858	)	$	172,641		$	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 March 31, 2012~~

~~As Amended~~

~~(in thousands)~~

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

Contract drilling services
   $ —      $ 42,991    $ 5,061    $ —      $ —      $ 718,076    $ (19,818 ) $ 746,310
Reimbursables
   —      5,308    —      —      —      29,833    —      35,141
Labor contract drilling services
   —      —      —      —      —      16,008    —      16,008
Other
   —      —      —      —      —      231    —      231


Total operating revenues
   —      48,299    5,061    —      —      764,148    (19,818 ) 797,690


Operating costs and expenses

Contract drilling services
   1,183    14,319    1,771    17,633    —      400,058    (19,818 ) 415,146
Reimbursables
   —      5,087    —      —      —      25,514    —      30,601
Labor contract drilling services
   —      —      —      —      —      9,232    —      9,232
Depreciation and amortization
   —      14,839    1,036    —      —      154,698    —      170,573
General and administrative
   357    1,346    —      8,819    —      3,488    —      14,010


Total operating costs and expenses
   1,540    35,591    2,807    26,452    —      592,990    (19,818 ) 639,562


Operating income (loss)
   (1,540 ) 12,708    2,254    (26,452 ) —      171,158    —      158,128
Other income (expense)

Equity earnings in affiliates, net of tax
   155,412    134,585    45,802    179,928    75,861    —      (591,588 ) —
Interest expense, net of amounts capitalized
   (20,606 ) (14,914 ) (1,346 ) (20,972 ) (7,783 ) (19,896 ) 75,021    (10,496 )
Interest income and other, net
   1,386    7,824    16    29,254    3,110    34,830    (75,021 ) 1,399


Income before income taxes
   134,652    140,203    46,726    161,758    71,188    186,092    (591,588 ) 149,031
Income tax provision
   —      (8,776 ) —      —      —      (12,435 ) —      (21,211 )


Net Income
   134,652    131,427    46,726    161,758    71,188    173,657    (591,588 ) 127,820
Net loss attributable to noncontrolling interests
   —      —      —      —      —      (1,196 ) 8,028    6,832


Net income attributable to Noble Corporation
   134,652    131,427    46,726    161,758    71,188    172,461    (583,560 ) 134,652


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


Comprehensive income attributable to Noble Corporation
   $ 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

Three Months Ended March 31, 2014

(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	$	(23,676	)	$	37,298		$	(4,327	)	$	(98,984	)	$	(11,386	)	$	632,730		$	—		$	531,655

Cash flows from investing activities
New construction and capital expenditures		—			(331,096	)		(173	)		—			—			(229,519	)		—			(560,788	)
Notes receivable from affiliates		—			—			—			273,744			—			—			(273,744	)		—

Net cash from investing activities		—			(331,096	)		(173	)		273,744			—			(229,519	)		(273,744	)		(560,788	)

Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		422,402			—			—			—			—			—			—			422,402
Repayment of long-term debt		—			—			—			(250,000	)		—			—			—			(250,000	)
Dividends paid to noncontrolling interests		—			—			—			—			—			(19,695	)		—			(19,695	)
Financing costs on credit facilities		(381	)		—			—			—			—			—			—			(381	)
Distributions to parent company, net		(121,780	)		—			—			—			—			—			—			(121,780	)
Advances (to) from affiliates		(2,817	)		293,520			4,500			75,241			11,386			(381,830	)		—			—
Notes payable to affiliates		(273,744	)		—			—			—			—			—			273,744			—

Net cash from financing activities		23,680			293,520			4,500			(174,759	)		11,386			(401,525	)		273,744			30,546

Net change in cash and cash equivalents		4			(278	)		—			1			—			1,686			—			1,413
Cash and cash equivalents, beginning of period		1			402			—			4			—			109,975			—			110,382

Cash and cash equivalents, end of period	$	5		$	124		$	—		$	5		$	—		$	111,661		$	—		$	111,795

NOBLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2013

(in thousands)


																																						Other
																																						Non-guarantor
																							Noble-			NHC and NDH												Subsidiaries			Consolidating
	Noble- Cayman			NHC and NDH Combined			NDC			NHIL		NDS6			Other Non-guarantor Subsidiaries of Noble			Consolidating Adjustments		Total			Cayman			Combined			NDC			NHIL			NDS6			of Noble			Adjustments		Total
Cash flows from operating activities
Net cash from operating activities	$	(24,033	)	$	21,420		$	2,894		$	(72,200)	$	(9,167	)	$	295,344		$	—	$	214,258		$	(24,033	)	$	21,420		$	2,894		$	(72,200	)	$	(9,167	)	$	295,344		$	—	$	214,258

Cash flows from investing activities
New construction and capital expenditures		—			(168,711	)		(18	)		—		—			(269,536	)		—		(438,265	)		—			(168,711	)		(18	)		—			—			(269,536	)		—		(438,265	)

Net cash from investing activities		—			(168,711	)		(18	)		—		—			(269,536	)		—		(438,265	)		—			(168,711	)		(18	)		—			—			(269,536	)		—		(438,265	)

Cash flows from financing activities
Net change in borrowings outstanding on bank credit facilities		209,680			—			—			—		—			—			—		209,680			209,680			—			—			—			—			—			—		209,680
Financing costs on credit facilities		(1,895	)		—			—			—		—			—			—		(1,895	)		(1,895	)		—			—			—			—			—			—		(1,895	)
Distributions to parent company, net		(53,110	)		—			—			—		—			—			—		(53,110	)		(53,110	)		—			—			—			—			—			—		(53,110	)
Advances (to) from affiliates		(131,640	)		146,864			(2,876	)		72,200		9,167			(93,715	)		—		—			(131,640	)		146,864			(2,876	)		72,200			9,167			(93,715	)		—		—

Net cash from financing activities		23,035			146,864			(2,876	)		72,200		9,167			(93,715	)		—		154,675			23,035			146,864			(2,876	)		72,200			9,167			(93,715	)		—		154,675

Net change in cash and cash equivalents		(998	)		(427	)		—			—		—			(67,907	)		—		(69,332	)		(998	)		(427	)		—			—			—			(67,907	)		—		(69,332	)
Cash and cash equivalents, beginning of period		1,003			904			—			2		—			275,466			—		277,375			1,003			904			—			2			—			275,466			—		277,375

Cash and cash equivalents, end of period	$	5		$	477		$	—		$	2	$	—		$	207,559		$	—	$	208,043		$	5		$	477		$	—		$	2		$	—		$	207,559		$	—	$	208,043

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

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~Three Months Ended March 31, 2012~~

~~(in thousands)~~

   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

The following discussion is intended to assist you in understanding our financial position at March 31, ~~2013,~~2014, and our results of operations for the three months ended March 31, ~~2013~~2014 and ~~2012.~~2013. 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, ~~2012~~2013 filed by Noble Corporation plc, a ~~Swiss corporation~~company registered under the laws of England and Wales (“~~Noble-Swiss”~~Noble-UK”), 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, a potential Separation, including any related spin-off or distribution to shareholders, of our standard specification business (including form, timing and fleet composition), repayment of debt, borrowings under our ~~Credit Facilities (as defined below), issuance of commercial paper notes,~~credit facilities or other instruments, completion, delivery dates 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, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, construction and upgrade of rigs, industry conditions, ~~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, dividends and distributable reserves, 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, ~~2012,~~2013, 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~~Noble-UK is a leading offshore drilling contractor for the oil and gas industry. We perform contract drilling services with our fleet of 79 mobile offshore drilling units located worldwide. We also own one floating production storage and offloading ~~unit. At March 31, 2013,~~unit (“FPSO”). Currently, our fleet ~~consisted~~consists of 14 semisubmersibles, 14 drillships and 49 jackups,~~and two submersibles,~~ including 11five units under construction as follows:

~~five~~two dynamically positioned, ultra-deepwater, harsh environment ~~drillships~~drillships; and

~~six~~three high-specification, heavy-duty, harsh environment jackups.

Outlook

The short-term business environment for offshore drillers during the first three months of ~~2013 has remained positive, despite short-term operational challenges. The overall contractual environment~~2014 has been ~~strong~~challenging. While the price of Brent Crude, a key factor in determining customer activity levels, remained generally steady throughout the period, there has been a decrease in contractual activity particularly for ultra-deepwater 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 believe this will lead to more geographic diversitydeepwater rigs with delays in ~~our fleet~~ultra-deepwater projects as operators evaluate development costs. Many analysts project a decrease in the ~~future.~~

~~We believe both the short-term~~rate of global offshore exploration and ~~long-term outlook for the deep and ultra-deepwater markets continues~~development spending increases relative to ~~strengthen. Market dayrates for new ultra-deepwater units consistently remained above $500,000 throughout the past 12 months, which is higher than rates seen in recent~~previous years. AIn addition, supply has increased due to a significant 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 2013. In addition, availability of ultra-deepwater units in 2014 continues to decrease. Utilization rates for jackups stabilized in 2011, and improved in most regions during 2012 and the first three months of 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 fornewbuild units that ~~entered service before 2000. We continue~~are forecast to ~~see improvement in~~enter the ~~older jackup~~ market ~~with increased utilization and competitive dayrates for these rigs as well, with most regions experiencing market utilization of 90 percent or higher.~~

~~Despite~~over 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.next 12 months. While ~~these factors do create volatility, and potential risk in the marketplace,~~ we believe the short-term outlook has downside risks, we continue to have confidence in the long-term ~~outlook remains positive~~fundamentals for the ~~price~~industry. These fundamental factors include stable crude oil prices, strong exploration results, geographic expansion of deepwater drilling activities, a growing backlog of multi-year field development programs and greater access by our customers to promising offshore regions, as evidenced by the Australian government releasing 30 oil and gas ~~commodities.~~blocks for bidding and energy reform legislation in Mexico that could potentially lead to an increase in drilling activity in Mexican waters.

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 worldwide deepwater and high specification jackup capabilities through ~~acquisitions, upgrades~~construction, modifications and ~~modifications,~~acquisitions, the deployment of our drilling assets in important oil and gas producing areas throughout the world and ~~divestitures~~the potential divestiture of our standard specification drilling units.

We have actively expanded our offshore deepwater drilling and ~~deepwater~~high specification jackup capabilities in recent years through the construction and acquisition of rigs. As part of this technical and operational expansion, we plan to continue ~~pursuing~~to evaluate opportunities to ~~upgrade~~enhance our fleet to achieve greater technological capability, which we believe will lead to increased drilling efficiencies and the ability to complete the increasingly more complex ~~well~~ programs required by our customers. During the first quarter of ~~2013,~~2014, we continued to execute our newbuild program, ~~with~~completing the following ~~11 projects:~~milestones:

•

~~continued~~

we commenced operations on theNoble Regina Allen, a high-specification, heavy duty, harsh environment jackup, under an 18-month contract in the North Sea in the first quarter of 2014;

•

we commenced operations on theNoble Houston Colbert, a high-specification, heavy duty, harsh environment jackup, under a 10-month contract in Argentina in the first quarter of 2014;

•

we completed construction ~~on one dynamically positioned, ultra-deepwater,~~of theNoble Sam Turner, a high-specification, heavy duty, harsh environment~~Globetrotter-class drillship,~~ jackup, which was delivered from the shipyard during the first quarter of 2014 and is scheduled to ~~be delivered to our customer~~complete acceptance testing and begin operations under a two-year contract in the ~~fourth~~North Sea in the third quarter of ~~2013;~~2014;

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

we continued construction ~~on six~~of two high-specification, heavy duty, harsh environment ~~jackups,~~jackups; and

we continued construction of one ultra-high specification jackup.

Subsequent to March 31, 2014, the ~~first of which is estimated to be~~newbuild drillship,Noble Sam Croft, was delivered from the ~~shipyard~~shipyard. This unit is currently mobilizing and undergoing final commissioning and customer acceptance testing before commencing its contract in the U.S. Gulf of Mexico during the third quarter of ~~2013.~~2014.

~~Total capital expenditures, including expenditures related~~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 that our newbuild ~~program, were $372 million through March 31, 2013.~~activity will further strengthen our position.

~~As part~~Proposed Spin-off Transaction

In September 2013, we announced that our Board of Directors approved a plan to reorganize our ~~ongoing strategic planning process, we have continued to analyze~~business by means of a ~~potential divestment~~separation and spin-off of ~~certain~~a newly formed wholly-owned subsidiary, Paragon Offshore Limited (“Paragon Offshore”), whose assets and liabilities would consist 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~~units and related assets, ~~being spun off as a~~liabilities and business (the “Separation”), resulting in the creation of two separate ~~entity. However,~~and highly focused offshore drilling companies. The drilling units to be owned and operated by Paragon Offshore consist of five drillships, three semisubmersibles and 34 jackups. Paragon Offshore would also be responsible for the ~~composition~~Hibernia platform operations offshore Canada and one FPSO. Following the Separation, we will continue to own and operate our high-specification assets with particular operating focus in deepwater and ultra-deepwater markets for drillships and semisubmersibles and harsh environment and high-specification markets for jackups.

The Separation of the ~~fleet~~standard specification business will be effected through the distribution of 100 percent of the shares of Paragon Offshore to Noble-UK shareholders during the third quarter of 2014 in a spin-off that would be ~~included in the potential spin-off would also be~~tax-free to shareholders. The Separation is subject to ~~certain exceptions.~~

~~In determining whether a unit will be included in~~approval by our shareholders, which is being sought at the ~~“standard specification” fleet~~annual general meeting scheduled to be ~~part~~held during the second quarter 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)~~2014, as well as final approval by our Board of Directors of the ~~prospects for reactivation of any cold-stacked assets.~~

actual dividend and other customary matters. We have ~~taken certain preliminary steps to pursue this potential spin-off. These steps include analyzing the internal restructuring steps necessary for~~received 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 rulingsprivate letter ruling from the U.S. Internal Revenue Service stating that the Separation is expected to qualify as a tax-free transaction under sections 368(a)(1)(D) and 355, and related provisions, of the Internal Revenue Code of 1986, as amended. We expect that Paragon Offshore would use the net proceeds from the issuance of debt securities and borrowings under its credit facilities to repay its indebtedness to Noble. We expect that, in turn, Noble would use such proceeds to repay outstanding third-party debt of Noble-Cayman and its subsidiaries. There can be no assurance that our proposed plan will lead to Separation of Paragon Offshore as described herein or to any other transaction, or that if any transaction is pursued, that it will be consummated.

Contract Drilling Services Backlog

We maintain a backlog (as defined below) of commitments for contract drilling services. The following table sets forth, as of March 31, 2014, the amount of our contract drilling services backlog and the percent of available operating days committed for the periods indicated:


			Year Ending December 31,
	Total		2014⁽¹⁾			2015			2016			2017			2018-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships^{(2) (6)}	$	10,954	$	2,227		$	2,812		$	1,978		$	1,243		$	2,694
Jackups⁽³⁾		3,375		1,283			1,005			420			230			437

Total⁽⁴⁾	$	14,329	$	3,510		$	3,817		$	2,398		$	1,473		$	3,131

Percent of Available Days Committed⁽⁵⁾
Semisubmersibles/Drillships				74	%		62	%		41	%		24	%		9	%
Jackups				74	%		39	%		11	%		4	%		1	%

Total				73	%		47	%		22	%		11	%		4	%

(1)	Represents a nine-month period beginning April 1, 2014.

(2) Our drilling contracts with Petróleo Brasileiro S.A. (“Petrobras”) provide an opportunity for us to earn performance bonuses based on reaching targets for downtime experienced for our rigs operating offshore Brazil. Our backlog includes an amount equal to 50 percent of potential performance bonuses for such rigs, or $83 million.

The drilling contracts with Royal Dutch Shell, PLC (“~~IRS”~~Shell”) for theNoble Globetrotter I,Noble Globetrotter II,Noble Jim Thompson,Noble Clyde Boudreaux,Noble Max Smith, Noble Don Taylorand the Noble Jim Day provide opportunities for us to earn performance bonuses based on key performance indicators as defined by the contract. Our backlog includes an amount equal to 25 percent of potential performance bonuses for these rigs, or $173 million.

(3)

Petróleos Mexicanos (“Pemex”) has the ability to cancel its drilling contracts on 30 days or less notice without Pemex’s making an early termination payment. At March 31, 2014, we had 10 rigs contracted to Pemex in Mexico, and our backlog includes approximately $388 million related to such contracts.

(4)	Some of our drilling contracts provide the customer with certain early termination rights.

(5)

Percent of available days committed is calculated by dividing the total number of days our rigs are operating under contract for such period, or committed days, by the product of the total number of our rigs, including cold stacked rigs, and the number of calendar days in such period. Committed days do not include the days that a rig is stacked or the days that a rig is expected to be out of service for significant overhaul, repairs or maintenance. Percentages take into account additional capacity from the estimated dates of deployment of our newbuild rigs that are scheduled to commence operations during 2014 through 2016.

(6)

Noble and a subsidiary of Shell are involved in joint ventures that own and operate both theNoble Bully I and theNoble Bully II. Under the terms of the joint venture agreements, each party has an equal 50 percent share in both vessels. As of March 31, 2014, the combined amount of backlog for these rigs totals $1.9 billion, all of which is included in our backlog. Noble’s proportional interest in the backlog for these rigs was $944 million.

Our contract drilling services backlog reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to realize. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts.

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

The amount of actual revenues earned and the actual periods during which revenues are earned may be materially different than the backlog amounts and backlog periods set forth in the table above due to various factors, including, but not limited to, shipyard and maintenance projects, unplanned downtime, achievement of bonuses, weather conditions and other factors that result in applicable dayrates lower than the full contractual operating dayrate. In addition, amounts included in the backlog may change because drilling contracts may be varied or modified by mutual consent or customers may exercise 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 periods for which the backlog is calculated. See Part I, Item 1A, “Risk Factors – We can provide no assurance that our current backlog of contract drilling revenue will be ultimately realized” in our Annual Report on Form 10-K for the year ended December 31, 2013.

As of March 31, 2014, we estimate Shell, Freeport-McMoRan Copper & Gold and Petrobras represented approximately 51 percent, 9 percent and 9 percent, respectively, of our backlog.

Results of Operations

For the Three Months Ended March 31, 2014 and 2013

Net income attributable to Noble-UK for the three months ended March 31, 2014 (the “Current Quarter”) was $256 million, or $0.99 per diluted share, on operating revenues of $1.3 billion, compared to net income for the three months ended March 31, 2013 (the “Comparable Quarter”) of $150 million, or $0.59 per diluted share, on operating revenues of $971 million.

As a result of Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between 2014 and 2013, would be the same as the information presented below regarding Noble-UK in all material respects, except operating income for Noble-Cayman for the three months ended March 31, 2014 and 2013 was $29 million and $19 million higher than operating income for Noble-UK for the same period. The operating income difference is primarily a result of executive costs directly attributable to Noble-UK for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates

Operating 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 March 31, 2014 and 2013 (dollars in thousands):


	Average Rig						Operating							Average
	Utilization (1)						Days (2)							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	March 31,						March 31,							March 31,
	2014			2013			2014		2013		% Change			2014		2013		% Change
Jackups		86	%		93	%		3,413		3,598		-5	%	$	124,962	$	105,559		18	%
Semisubmersibles		79	%		84	%		993		1,053		-6	%		392,620		321,037		22	%
Drillships		92	%		83	%		990		669		48	%		393,892		315,216		25	%
Other		0	%		0	%		—		—		0	%		—		—		0	%

Total		84	%		86	%		5,396		5,320		1	%	$	223,559	$	174,578		28	%

(1)

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

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

Contract Drilling Services

The following table sets forth the operating results for our contract drilling services segment for the three months ended March 31, 2014 and 2013 (dollars in thousands):


	Three Months Ended
	March 31,					Change
	2014		2013			$			%
Operating revenues:
Contract drilling services	$	1,206,304	$	928,737		$	277,567			30	%
Reimbursables (1)		36,133		20,711			15,422			74	%
Other		1		10			(9	)		-90	%

	$	1,242,438	$	949,458		$	292,980			31	%

Operating costs and expenses:
Contract drilling services	$	561,131	$	480,126		$	81,005			17	%
Reimbursables (1)		30,118		14,469			15,649			108	%
Depreciation and amortization		241,574		202,619			38,955			19	%
General and administrative		25,428		25,057			371			1	%
Non-recurring spin-off related costs		320		—			320			**
Gain on contract extinguishment		—		(1,800	)		1,800			-100	%

		858,571		720,471			138,100			19	%

Operating income	$	383,867	$	228,987		$	154,880			68	%

(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 28 percent increase in average dayrates increased revenue by approximately $265 million while the 1 percent increase in operating days increased revenues by $13 million.

The increase in contract drilling services revenues relates to our drillships, semisubmersibles and jackups, which generated approximately $179 million, $52 million and $47 million more revenue, respectively, in the Current Quarter.

The increase in drillship revenues was driven by a 48 percent increase in operating days and a 25 percent increase in average dayrates, resulting in a $101 million and a $78 million increase in revenues, respectively, from the Comparable Quarter. The increase in both average dayrates and operating days was the result of theNoble Don Taylor, Noble Globetrotter IIandNoble Bob Douglas, which commenced their contracts in August 2013, September 2013 and December 2013, respectively. Additionally, theNoble Roger Eason returned to full operations during the Current Quarter, after receiving a reduced rate while in the shipyard to undergo its reliability upgrade project during the Comparable Quarter.

The 22 percent increase in average dayrates on our semisubmersibles resulted in a $71 million increase in revenues from the Comparable Quarter. The increase in average dayrates is due to favorable dayrate changes on new contracts across the semisubmersible fleet. The 6 percent decline in operating days resulted in a $19 million decline in revenues driven by theNoble Homer Ferrington, which was uncontracted in the Current Quarter but experienced full utilization during the Comparable Quarter.

The 18 percent increase in jackup average dayrates resulted in a $66 million increase in revenues from the Comparable Quarter. The increase in average dayrates resulted from favorable dayrate changes on new contracts across the jackup fleet, as well as ~~other approvals,~~the newbuild jackups operating at favorable dayrates. The 5 percent decline in operating days resulted in a $19 million decline in revenues driven by theNoble GusAndroesandNoble CharlieYester, which were off contract in the Current Quarter but experienced full utilization during the Comparable Quarter and ~~would be subject to other conditions. We expect that a spin-off, should we decide to pursue~~increased downtime on the ~~transaction, would not be completed prior to~~Noble Percy Johns andNoble John Sandifer during the ~~first quarter~~Current Quarter. These decreases were partially offset by the contract commencements of theNoble Mick O’Brien, Noble Regina AllenandNoble Houston Colbert in November 2013, January 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,~~and March 2014, respectively. Additionally, theNoble ~~Lewis Dugger~~Clyde Boudreaux, ~~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~~ Noble Max Smith, Noble Don Taylorand the ~~closing~~ Noble Jim Day provide opportunities for us to earn performance bonuses based on key performance indicators as defined by the contract. Our backlog includes an amount equal to 25 percent of potential performance bonuses for these rigs, or $173 million.

(3)

(4)	Some of our drilling contracts provide the customer with certain early termination rights.

(5)

(6)

Our contract drilling services backlog reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to realize. A letter of intent is ~~expected to occur in the second quarter of 2013 after the unit has completed its contract with its current customer. The transaction is~~generally subject to customary ~~closing conditions.~~conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts.

~~Demand~~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.

As of March 31, 2014, we estimate Shell, Freeport-McMoRan Copper & Gold and Petrobras represented approximately 51 percent, 9 percent and 9 percent, respectively, of our backlog.

Results of Operations

For the Three Months Ended March 31, 2014 and 2013

Rig Utilization, Operating Days and Average Dayrates

Operating results 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 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 jackups are 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~~segment are ~~well positioned within the industry~~dependent on three primary metrics: rig utilization, operating days and ~~our newbuild program will further strengthen our position, especially in deepwater drilling.~~

~~Contract Drilling Services Backlog~~

~~We maintain a backlog (as defined below) of commitments for contract drilling services.~~dayrates. The following table sets forth ~~as of~~the average rig utilization, operating days and average dayrates for our rig fleet for the three months ended March 31, 2014 and 2013 (dollars in thousands):


	Average Rig						Operating							Average
	Utilization (1)						Days (2)							Dayrates
	Three Months Ended						Three Months Ended							Three Months Ended
	March 31,						March 31,							March 31,
	2014			2013			2014		2013		% Change			2014		2013		% Change
Jackups		86	%		93	%		3,413		3,598		-5	%	$	124,962	$	105,559		18	%
Semisubmersibles		79	%		84	%		993		1,053		-6	%		392,620		321,037		22	%
Drillships		92	%		83	%		990		669		48	%		393,892		315,216		25	%
Other		0	%		0	%		—		—		0	%		—		—		0	%

Total		84	%		86	%		5,396		5,320		1	%	$	223,559	$	174,578		28	%

(1)

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

Contract Drilling Services

The following table sets forth the ~~amount of~~operating results for our contract drilling services ~~backlog and the percent of available operating days committed~~segment for the ~~periods indicated:~~three months ended March 31, 2014 and 2013 (dollars in thousands):

      Year Ending December 31,
   Total    2013⁽¹⁾ 2014 2015 2016 2017-2023
   (In millions)
Contract Drilling Services Backlog

Semisubmersibles/Drillships^{(2) (6) (7)}
   $ 11,446       $ 2,014    $ 2,739    $ 1,920    $ 1,375    $ 3,398
Jackups/Submersibles⁽³⁾
   2,568       1,036    1,023    432    77    —




Total⁽⁴⁾
   $ 14,014       $ 3,050    $ 3,762    $ 2,352    $ 1,452    $ 3,398




Percent of Available Operating Days

Committed⁽⁵⁾
      74 % 55 % 27 % 12 % 4 %


	Three Months Ended
	March 31,					Change
	2014		2013			$			%
Operating revenues:
Contract drilling services	$	1,206,304	$	928,737		$	277,567			30	%
Reimbursables (1)		36,133		20,711			15,422			74	%
Other		1		10			(9	)		-90	%

	$	1,242,438	$	949,458		$	292,980			31	%

Operating costs and expenses:
Contract drilling services	$	561,131	$	480,126		$	81,005			17	%
Reimbursables (1)		30,118		14,469			15,649			108	%
Depreciation and amortization		241,574		202,619			38,955			19	%
General and administrative		25,428		25,057			371			1	%
Non-recurring spin-off related costs		320		—			320			**
Gain on contract extinguishment		—		(1,800	)		1,800			-100	%

		858,571		720,471			138,100			19	%

Operating income	$	383,867	$	228,987		$	154,880			68	%

(1)

~~Represents~~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 ~~nine-month period beginning April 1, 2013.~~material effect on our financial position, results of operations or cash flows.

~~(2)~~**

Our drilling contracts with 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/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. Our backlog for semisubmersibles/drillships includes approximately $184 million attributable to these performance bonuses.Not a meaningful percentage.

~~The~~Operating Revenues—Changes in contract drilling ~~contracts with Royal Dutch Shell, PLC (“Shell”)~~services revenues for the Current Quarter as compared to the Comparable Quarter were driven by increases in both average dayrates and operating days. The 28 percent increase in average dayrates increased revenue by approximately $265 million while the 1 percent increase in operating days increased revenues by $13 million.

The increase in drillship revenues was driven by a 48 percent increase in operating days and a 25 percent increase in average dayrates, resulting in a $101 million and a $78 million increase in revenues, respectively, from the Comparable Quarter. The increase in both average dayrates and operating days was the result of theNoble ~~Globetrotter I~~,Don Taylor, Noble Globetrotter II,andNoble ~~Jim Thompson~~Bob Douglas, which commenced their contracts in August 2013, September 2013 and December 2013, respectively. Additionally, theNoble Roger Eason returned to full operations during the Current Quarter, after receiving a reduced rate while in the shipyard to undergo its reliability upgrade project during the Comparable Quarter.

The 18 percent increase in jackup average dayrates resulted in a $66 million increase in revenues from the Comparable Quarter. The increase in average dayrates resulted from favorable dayrate changes on new contracts across the jackup fleet, as well as the newbuild jackups operating at favorable dayrates. The 5 percent decline in operating days resulted in a $19 million decline in revenues driven by theNoble GusAndroesandNoble CharlieYester, which were off contract in the Current Quarter but experienced full utilization during the Comparable Quarter and increased downtime on theNoble Percy Johns andNoble John Sandifer during the Current Quarter. These decreases were partially offset by the contract commencements of theNoble Mick O’Brien, Noble Regina AllenandNoble Houston Colbert in November 2013, January 2014 and March 2014, respectively. Additionally, theNoble Clyde Boudreaux,Noble Max Smith, Noble Don Taylorand the Noble 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~~the contract. Our backlog includes an amount equal to 5025 percent of ~~the~~ potential performance bonuses for these ~~rigs. Our backlog for these~~ rigs, ~~includes approximately $404 million attributable to these performance bonuses.~~or $173 million.

(3)

Petróleos Mexicanos (“Pemex”) has the ability to cancel its drilling contracts on 30 days or less notice without Pemex’s making an early termination payment. ~~As of~~At March 31, ~~2013,~~2014, we had ~~twelve~~10 rigs contracted to Pemex in Mexico, and our backlog includes approximately ~~$619~~$388 million related to such contracts.

(4)

~~Our~~Some of our drilling contracts ~~generally~~ provide the customer anwith certain 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 certain rigs contracted with Petrobras,~~we have not received any notification concerning contract cancellations nor do we anticipate receiving any such notifications.~~rights.

(5)

(6)

Noble and a subsidiary of Shell are involved in joint ventures that own and operate both theNoble Bully I and theNoble Bully II. Under the terms of the joint venture agreements, each party has an equal 50 percent share in both vessels. As of March 31, ~~2013,~~2014, the combined amount of backlog for these rigs totals ~~$2.2~~$1.9 billion, all of which is included in our backlog. Noble’s ~~net~~proportional interest in the backlog for these rigs ~~is $1.1 billion.~~was $944 million.

Our contract drilling services backlog ~~reported above~~ reflects estimated future revenues attributable to both signed drilling contracts and letters of intent that we expect to realize. A letter of intent is generally subject to customary conditions, including the execution of a definitive drilling contract. It is possible that some customers that have entered into letters of intent will not enter into signed drilling contracts.

As of March 31, ~~2013,~~2014, we estimate Shell, Freeport-McMoRan Copper & Gold and Petrobras represented approximately 6151 percent, 9 percent and 149 percent, respectively, of our backlog.

~~Nigerian Operations~~

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 to implement and monitor the law and develop regulations pursuant to the law. The 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 Nigerian Content Development and Monitoring Board for future work in Nigeria. The law also 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 March 31, ~~2013~~2014 and ~~2012~~2013

Net income attributable to ~~Noble Corporation (“Noble-Swiss”~~Noble-UK for the three months ended March 31, 2014 (the “Current Quarter”) was $256 million, or $0.99 per diluted share, on operating revenues of $1.3 billion, compared to net income for the three months ended March 31, 2013 (the ~~“Current~~“Comparable Quarter”) ~~was~~of $150 million, or $0.59 per diluted share, on operating revenues of $971 ~~million, compared to net income for the three months ended March 31, 2012 (the “Comparable Quarter”) of $120 million, or $0.47 per diluted share, on operating revenues of $798~~ million.

As a result of ~~Noble-Swiss~~Noble-UK conducting all of its business through Noble-Cayman and its subsidiaries, the financial position and results of operations for Noble-Cayman, and the reasons for material changes in the amount of revenue and expense items between ~~2013~~2014 and ~~2012,~~2013, would be the same as the information presented below regarding ~~Noble-Swiss~~Noble-UK in all material respects, except operating income for Noble-Cayman for the three months ended March 31, 2014 and 2013 ~~and 2012~~ was ~~$19~~$29 million and ~~$14~~$19 million higher than operating income for ~~Noble-Swiss~~Noble-UK for the same period. The operating income difference is primarily a result of executive costs directly attributable to ~~Noble-Swiss~~Noble-UK for operations support and stewardship related services.

Rig Utilization, Operating Days and Average Dayrates

Operating results for our contract drilling services segment are dependent on three primary ~~metrics —~~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 March 31, 2014 and 2013 ~~and 2012:~~(dollars in thousands):


	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						Three Months Ended							Three Months Ended
	March 31,						March 31,							March 31,							March 31,						March 31,							March 31,
	2013			2012			2013		2012		% Change			2013		2012		% Change			2014			2013			2014		2013		% Change			2014		2013		% Change
Jackups		93	%		79	%		3,598		3,089		16	%	$	105,559	$	90,382		17	%		86	%		93	%		3,413		3,598		-5	%	$	124,962	$	105,559		18	%
Semisubmersibles		84	%		86	%		1,053		1,092		-4	%		321,037		355,098		-10	%		79	%		84	%		993		1,053		-6	%		392,620		321,037		22	%
Drillships		83	%		51	%		669		285		135	%		315,216		278,693		13	%		92	%		83	%		990		669		48	%		393,892		315,216		25	%
Other		0	%		0	%		—		—		0	%		—		—		0	%		0	%		0	%		—		—		0	%		—		—		0	%

Total		86	%		74	%		5,320		4,466		19	%	$	174,578	$	167,124		4	%		84	%		86	%		5,396		5,320		1	%	$	223,559	$	174,578		28	%

(1)

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

Contract Drilling Services

The following table sets forth the operating results for our contract drilling services segment for the three months ended March 31, 2014 and 2013 ~~and 2012 (in~~(dollars in thousands):


	Three Months Ended											Three Months Ended
	March 31,					Change						March 31,					Change
	2013			2012		$			%			2014		2013			$			%
Operating revenues:
Contract drilling services	$	928,737		$	746,310	$	182,427			24	%	$	1,206,304	$	928,737		$	277,567			30	%
Reimbursables (1)		20,711			34,702		(13,991	)		-40	%		36,133		20,711			15,422			74	%
Other		10			231		(221	)		-96	%		1		10			(9	)		-90	%

	$	949,458		$	781,243	$	168,215			22	%	$	1,242,438	$	949,458		$	292,980			31	%

Operating costs and expenses:
Contract drilling services	$	484,087		$	420,011	$	64,076			15	%	$	561,131	$	480,126		$	81,005			17	%
Reimbursables (1)		14,469			30,173		(15,704	)		-52	%		30,118		14,469			15,649			108	%
Depreciation and amortization		202,619			167,948		34,671			21	%		241,574		202,619			38,955			19	%
General and administrative		24,949			22,844		2,105			9	%		25,428		25,057			371			1	%
Non-recurring spin-off related costs													320		—			320			**
Gain on contract extinguishment		(1,800	)		—		(1,800	)		*	*		—		(1,800	)		1,800			-100	%

		724,324			640,976		83,348			13	%		858,571		720,471			138,100			19	%

Operating income	$	225,134		$	140,267	$	84,867			61	%	$	383,867	$	228,987		$	154,880			68	%

(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 1928 percent increase in average dayrates increased revenue by approximately $265 million while the 1 percent increase in operating days increased ~~revenue by $143 million while the 4 percent increase in average dayrates increased~~ revenues by ~~approximately $39~~$13 million.

The ~~change~~increase in contract drilling services revenues ~~primarily~~ relates to our drillships, semisubmersibles and jackups, which generated approximately ~~$131~~$179 million, $52 million and ~~$101~~$47 million more revenue, respectively, in the Current Quarter. ~~These amounts were offset by decreases in revenues from our semisubmersibles, which declined $50 million from the Comparable Quarter.~~

The increase in drillship revenues was driven by a ~~135~~48 percent increase in operating days and a 1325 percent increase in average dayrates, resulting in a ~~$107~~$101 million and a ~~$24~~$78 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~~,Don Taylor, Noble ~~Bully~~Globetrotter IIandNoble ~~Globetrotter I~~Bob Douglas, which commenced their contracts ~~with Shell~~ in ~~March 2012, April 2012~~August 2013, September 2013 and ~~July 2012,~~December 2013, respectively. Additionally, theNoble ~~Duchess~~Roger Eason ~~and the~~~~Noble Leo Segerius~~ ~~operated~~returned to full operations during the Current Quarter, after ~~being off contract during the Comparable Quarter. These increases were partially offset by the~~~~Noble Roger Eason,~~~~which is~~ receiving a reduced rate while ~~it is~~ in the shipyard to undergo its reliability upgrade project ~~and downtime~~during the Comparable Quarter.

The 22 percent increase in average dayrates on our semisubmersibles resulted in a $71 million increase in revenues from the Comparable Quarter. The increase in average dayrates is due to favorable dayrate changes on new contracts across the semisubmersible fleet. The 6 percent decline in operating days resulted in a $19 million decline in revenues driven by theNoble ~~Phoenix~~Homer Ferrington,. which was uncontracted in the Current Quarter but experienced full utilization during the Comparable Quarter.

The 1718 percent increase in jackup average dayrates resulted in a ~~$55 million increase in revenues, and the 16 percent increase in jackup operating days resulted in a $46~~$66 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~~favorable dayrate changes on new contracts across the jackup ~~fleet.~~fleet, as well as the newbuild jackups operating at favorable dayrates. The ~~increase~~5 percent decline in ~~utilization is primarily related to rigs~~operating days resulted in ~~Mexico,~~a $19 million decline in revenues driven by the ~~North Sea~~ Noble GusAndroesand ~~the Middle East,~~Noble CharlieYester, which were ~~operating during~~off contract in the Current Quarter but ~~not in the Comparable Quarter.~~

~~The decrease in semisubmersible revenues of $50 million primarily relates to the~~~~Noble Paul Romano,~~ ~~which was off contract for the Current Quarter but was operating~~experienced full utilization during the Comparable Quarter ~~coupled with~~and increased downtime on theNoble ~~Paul Wolff~~Percy Johns andNoble John Sandifer during the Current Quarter. These decreases were partially offset by the contract commencements of theNoble ~~Max Smith,~~Mick O’Brien, Noble Regina AllenandNoble Houston Colbert in November 2013, January 2014 and March 2014, respectively. Additionally, theNoble Lewis Dugger, which ~~operated~~was sold in July 2013, was fully utilized during the ~~Current Quarter after being off contract for the~~ Comparable Quarter.

Operating Costs and Expenses—Contract drilling services operating costs and expenses increased ~~$64~~$81 million for the Current Quarter as compared to the Comparable Quarter. ~~The~~~~Noble Bully I~~,A portion of the~~Noble Bully II~~ increase is due to the crew-up and ~~the~~~~Noble Globetrotter I~~operating expenses for our newbuild rigs as they commenced operating under contracts, which added approximately ~~$33~~$73 million in expense ~~during~~in the Current Quarter. ~~Excluding the additional expenses related to these newbuild rigs, our contract drilling costs increased $31 million in the Current Quarter from the Comparable Quarter. This~~The remaining change was primarily driven by ~~an $11~~a $14 million increase in labor costs ~~an $8~~and a $7 million increase in ~~repair~~mobilization due to the amortization of certain rig moves and the demobilization of rigs. These increases were partially offset by a $13 million decrease in maintenance ~~a $6 million increase in safety, training~~ and ~~regulatory inspections, a $4 million increase in insurance costs related to increased premiums and a $2 million increase in other miscellaneous expenses.~~rig-related expense.

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, Noble Bully IIand the~~Don Taylor, Noble Globetrotter I.II, Noble Mick O’Brien, Noble Bob Douglas, Noble Regina Allen

andNoble Houston Colbert.

Other

The following table sets forth the operating results for our other services for the three months ended March 31, 2014 and 2013 ~~and 2012:~~(dollars in thousands):

   Three Months Ended
   March 31,    Change
   2013 ��    2012    $    %
Operating revenues:

Labor contract drilling services
   $ 21,054       $ 16,008       $ 5,046       32 %
Reimbursables (1)
   463       439       24       5 %








   $ 21,517       $ 16,447       $ 5,070       31 %








Operating costs and expenses:

Labor contract drilling services
   $ 12,249       $ 9,232       $ 3,017       33 %
Reimbursables (1)
   453       428       25       6 %
Depreciation and amortization
   3,537       3,129       408       13 %
General and administrative
   621       282       339       120 %








   16,860       13,071       3,789       29 %








Operating (loss) income
   $ 4,657       $ 3,376       $ 1,281       38 %


	Three Months Ended
	March 31,					Change
	2014			2013		$			%
Operating revenues:
Labor contract drilling services	$	8,212		$	21,054	$	(12,842	)		-61	%
Reimbursables (1)		520			463		57			12	%

	$	8,732		$	21,517	$	(12,785	)		-59	%

Operating costs and expenses:
Labor contract drilling services	$	6,226		$	12,249	$	(6,023	)		-49	%
Reimbursables (1)		488			453		35			8	%
Depreciation and amortization		4,331			3,537		794			22	%
General and administrative		209			512		(303	)		-59	%
Non-recurring spin-off related costs		12,085			3,962		8,123			205	%

		23,339			20,713		2,626			13	%

Operating (loss)/income	$	(14,607	)	$	804	$	(15,411	)		-1917	%

(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.

Operating Revenues and Costs and Expenses- —The ~~increase~~decrease in both revenue and expense primarily relates to the cancellation of a project with our customer, Shell, for one of its rigs that was operating under a labor contract in Alaska. The project was cancelled on March 31, 2013.

Other Income and Expenses

Non-recurring spin-off related costs—Non-recurring spin-off related costs increased $8 million in the Current Quarter from the Comparable Quarter for professional fees and other costs incurred related to the proposed Separation of most of our standard specification assets.

Interest Expense, net of amount capitalized- —Interest expense, net of amount capitalized, increased ~~$17~~$13 million in the Current Quarter as compared to the Comparable Quarter. The increase is a result of ~~lower~~a reduction in capitalized interest in the Current Quarter as compared to the Comparable Quarter due primarily to the completion of construction on three of our newbuild ~~drillships.~~drillships and three of our newbuild jackups, coupled with increased borrowings outstanding under our credit facilities and commercial paper program. During the Current Quarter, we capitalized approximately 5226 percent of total interest charges versus approximately 8052 percent during the Comparable Quarter.

Income Tax Provision- —Our income tax provision increased ~~$13~~$20 million in the Current Quarter ~~primarily as a result of~~driven by higher pre-tax ~~income during the Current Quarter, coupled with~~income. This was partially offset by a ~~higher~~lower effective tax rate in the Current Quarter. The 5062 percent increase in pre-tax earnings generated ~~an $11~~a $21 million increase in tax expense while the 62 percent ~~increase~~decline in the ~~income~~effective tax rate during the Current Quarter ~~increased~~decreased the income tax provision by $2$1 million. The ~~increase~~favorable change in the ~~income~~effective tax rate was a result of ~~a change in our geographic revenue mix and~~ certain discrete benefits recognized during the ~~quarter.~~Current Quarter.

Liquidity and Capital Resources

Overview

Net cash from operating activities for the Current Quarter was ~~$203~~$506 million and ~~$101~~$203 million in the Comparable Quarter. The increase in net cash from operating activities in the Current Quarter was primarily attributable to ana significant increase in net 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.income. We had working capital of ~~$616~~$477 million and ~~$394~~$339 million at March 31, ~~2013~~2014 and December 31, ~~2012,~~2013, respectively. Our total debt as a percentage of total debt plus equity increased slightly to ~~35.9~~38.2 percent at March 31, ~~2013~~2014 from ~~35.3~~38.0 percent at December 31, ~~2012,~~2013, primarily as a result of an increase in indebtedness outstanding on our commercial paper program during the Current Quarter.

Our principal ~~source~~sources of capital in the Current Quarter ~~was the $203 million in~~were cash generated from operating activities noted above ~~coupled with~~and borrowings through our commercial paper program. Cash generated during the Current Quarter was primarily used to fund our capital expenditure program.

Our currently anticipated cash flow needs, both in the short-term and long-term, 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;

non-recurring spin-off related costs;

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, borrowings under our existing or future credit facilities and commercial paper program, ~~and~~potential issuances of ~~unsecured~~ long-term ~~debt.~~debt, or asset sales. However, to adequately cover our expected cash flow needs, we may require capital in excess of the amount ~~provided through~~available from these sources, and we may seek additional sources of liquidity and/or delay or cancel certain discretionary capital expenditures as necessary.

At March 31, ~~2013,~~2014, we had a total contract drilling services backlog of approximately ~~$14.0~~$14.3 billion. Our backlog as of March 31, ~~2013~~2014 reflects a commitment of 7473 percent of available days for the remainder of ~~2013~~2014 and 5547 percent of available days for ~~2014. See~~2015. For additional information regarding our backlog, atsee “Contract Drilling Services Backlog.” ~~Subsequent to March 31, 2013, we executed three-year drilling contracts for two of our newbuild ultra-deepwater drillships, the~~~~Noble Tom Madden~~ ~~and the~~~~Noble Sam Croft~~~~. These contracts added approximately $1.3 billion to our backlog.~~

Capital Expenditures

Our primary use of available liquidity during ~~2013~~2014 is for capital expenditures. Capital expenditures, including capitalized interest, totaled ~~$372~~$517 million and ~~$365~~$372 million for the three months ended March 31, 2014 and 2013, ~~and 2012,~~ respectively.

At March 31, ~~2013,~~2014, we had 11five rigs under construction, and capital expenditures, excluding capitalized interest, for new construction during the first three months of ~~2013~~2014 totaled ~~$138~~$326 million, as follows (in millions):


Rig type/name
Currently under construction
Drillships
Noble Sam Croft	$	53.7
Noble Sam Croft**			$	16.1
Noble Tom Madden				15.3
Jackups
Noble Tom Prosser				3.4
Noble Sam Hartley				2.8
Noble Jackup VII (CJ70-Mariner)				1.4
Recently completed construction projects
Noble Sam Turner				135.8
Noble Houston Colbert				134.3
Noble Globetrotter II		43.2		11.0
Noble Bob Douglas				4.0
Noble Regina Allen				1.0
Noble Don Taylor		23.8		0.7
Noble Bob Douglas		7.0
Noble Tom Madden (formerly HHI Drillship IV)		0.8
Jackups
Noble Mick O’Brien		2.8		0.3
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		0.1

Total Newbuild Capital Expenditures	$	137.9	$	326.2

** This unit was delivered from the shipyard subsequent to March 31, 2014.

In addition to the newbuild expenditures noted above, capital expenditures during the first three months of ~~2013~~2014 consisted of the following:

$~~153~~177 million for major projects, ~~including subsea-related expenditures;~~

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

$3014 million in capitalized interest.

Our total capital expenditure estimate for ~~2013~~2014 is approximately ~~$2.7~~$2.6 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 March 31, ~~2013,~~2014, we had outstanding commitments, including shipyard and purchase commitments, for approximately ~~$2.6~~$1.7 billion, of which we expect to spend approximately ~~$2.0~~$1.3 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 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 ~~$33~~approximately $97 million (or ~~$0.13~~$0.375 per share), was declared on ~~February 1, 2013~~January 30, 2014 and paid on February ~~21, 2013~~20, 2014 to holders of record on February ~~11, 2013. We anticipate~~10, 2014. This payment includes the ~~final~~third tranche ($0.25 per share) of our previously approved annual dividend ~~payments~~payment to shareholders, ~~will be made during May 2013.~~ and an increase of $0.125 per share that was approved by the Board of Directors in January 2014. Under our current dividend policy, we expect to pay a dividend of $1.50 per share on an annualized basis.

In April 2014, our Board of Directors approved the payment of our quarterly dividend to shareholders. This payment represents the final tranche ($0.25 per share) of our previously approved annual dividend payment to shareholders, as well as an additional $0.125 per share declared by the Board of Directors in accordance with the current dividend policy.

The declaration and payment of dividends ~~or returns of capital in the form of par value reductions,~~ require authorization of the ~~shareholders~~Board of ~~Noble-Swiss.~~Directors of Noble-UK and such dividends on issued share capital may be paid only out of Noble-UK’s “distributable reserves” on its statutory balance sheet. Noble-UK is not permitted to pay dividends out of share capital, which includes share premiums. The amount of ~~such~~future 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.~~Directors.

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 Senior Unsecured Notes

Credit Facilities and Commercial Paper Program

We currently have ~~two~~three separate credit facilities with an aggregate maximum available capacity of ~~$2.3~~$2.9 billion ~~one credit facility matures in 2015 and the 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~~$2.7 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,~~therefore, are classified as long-term on our Consolidated Balance Sheet. Outstanding commercial paper reduces availability under our Credit Facilities. Our total debt related to the Credit Facilities and commercial paper program was $2.0 billion at March 31, 2014 as compared to $1.6 billion at December 31, 2013. At March 31, ~~2013,~~2014, we had approximately ~~$1.75 billion~~$900 million of available capacity under 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, 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.

Our ~~5.875% Senior Notes mature during the second quarter of 2013. We anticipate using availability under our Credit Facilities or commercial paper program~~total debt related to ~~repay the outstanding balance; therefore, we continue to report the balance as long-term~~senior unsecured notes was $3.7 billion at March 31, 2014 as compared to $4.0 billion at December 31, 2013. The decrease in senior unsecured notes outstanding is a result of the maturity of our $250 million 7.375% Senior Notes during March 2014, which was repaid using issuances under our commercial paper program.

Covenants

The Credit Facilities and commercial paper program are guaranteed by our indirect wholly-owned subsidiaries, ~~NHIL~~Noble Holding International Limited (“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,~~2014, our ratio of debt to total tangible capitalization was approximately ~~0.36.~~0.38. We were in compliance with all covenants under the Credit Facilities as of March 31, ~~2013.~~2014.

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 March 31, ~~2013,~~2014, we were in compliance with all our debt covenants. We continually monitor compliance with the covenants under our notes and ~~based on our expectations for 2013,~~ expect to remain in compliance during the ~~year.~~remainder of 2014.

Other

At March 31, ~~2013,~~2014, we had letters of credit of ~~$50~~$323 million and performance and ~~tax assessment~~temporary import bonds totaling ~~$310~~$116 million supported by surety bonds outstanding. ~~Additionally, certain~~Certain of our subsidiaries issue guarantees to the temporary import status of rigs or equipment imported into certain countries in which we operate. These guarantees are issued in-lieu of payment of custom, value added or similar taxes in those countries.

New Accounting Pronouncements

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.~~Facilities and commercial paper program. Interest on borrowings under the Credit Facilities is at an agreed upon percentage point spread over LIBOR, or a base rate stated in the agreements. At March 31, ~~2013,~~2014, we had ~~$549~~$2.0 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 1 percent would increase our interest charges by approximately $5$20 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~~total debt was ~~$5.2~~$5.9 billion and ~~$5.1~~$5.7 billion at March 31, ~~2013~~2014 and December 31, ~~2012,~~2013, respectively. The increase in fair value was primarily a result of increased indebtedness outstanding under our commercial paper program coupled with changes in interest rates and market perceptions of our credit ~~risk.~~risk, partially offset by the repayment of our $250 million fixed rate senior note.

Foreign Currency Risk

AsAlthough we are a ~~multinational~~UK company, we ~~conduct business worldwide.~~define foreign currency as any non-U.S. denominated currency. Our functional currency is primarily the U.S. ~~dollar,~~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~~Dollar weakens (strengthens) in relation to the currencies of the countries in which we operate, our expenses reported in U.S. ~~dollars~~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~~other than the functional currency. To help manage this potential risk, we periodically enter into derivative instruments to manage our exposure to fluctuations in currency exchange rates, and we may conduct hedging activities in future periods to mitigate such exposure. These contracts are primarily accounted for as cash flow hedges, with the effective portion of changes in the fair value of the hedge recorded on the Consolidated Balance Sheet and in “Accumulated other comprehensive loss” (“AOCL”). Amounts recorded in AOCL are reclassified into earnings in the same period or periods that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of the hedged item is recorded directly to earnings. We have documented policies and procedures to monitor and control the use of derivative instruments. We do not engage in derivative transactions for speculative or trading purposes, nor are we a party to leveraged derivatives.

Our North Sea, Mexico 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 periodically enter into forward contracts ~~settling~~during the first quarter of each year, which settle monthly in ~~their~~the operations’ respective local ~~currencies, all~~currencies. All of ~~which~~these contracts have a maturity of less than 12 months. The forward contract settlements in the remainder of ~~2013~~2014 represent approximately 5952 percent of these forecasted local currency requirements. The notional amount of the forward contracts outstanding, expressed in U.S. dollars, was approximately ~~$124~~$284 million at March 31, ~~2013.~~2014. Total unrealized ~~loss~~gain related to these forward contracts was $1approximately $6 million as of March 31, ~~2013~~2014 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~~$28 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~~Services Inc. Retirement Trust. The benefits from these plans are based primarily on years of service and, for the salaried plan, employees’ compensation near retirement. These plans are designed to qualify under the Employee Retirement Income Security Act of 1974 (“ERISA”), and our funding policy is consistent with funding requirements of ERISA and other applicable laws and regulations. We make cash contributions, or utilize credits available to us, for the qualified U.S. plans when required. The benefit amount that can be covered by the qualified U.S. plans is limited under ERISA and the Internal Revenue Code (“IRC”) of 1986. Therefore, we maintain an unfunded, nonqualified excess benefit plan designed to maintain benefits for all employees at the formula level in the qualified salary U.S. ~~plans.~~plan. We refer to the qualified U.S. plans and the excess benefit plan collectively as the “U.S. plans”.

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

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

Item 4. Controls and Procedures

David W. Williams, Chairman, President and Chief Executive Officer of ~~Noble-Swiss,~~Noble-UK, and James A. MacLennan, Senior Vice President and Chief Financial Officer of ~~Noble-Swiss,~~Noble-UK, have evaluated the disclosure controls and procedures of ~~Noble-Swiss~~Noble-UK as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. MacLennan have concluded that ~~Noble-Swiss’~~Noble-UK’s disclosure controls and procedures were effective as of March 31, ~~2013. Noble-Swiss’~~2014. Noble-UK’s disclosure controls and procedures are designed to ensure that information required to be disclosed by ~~Noble-Swiss~~Noble-UK in the reports that it files with or submits to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

David W. Williams, President and Chief Executive Officer of Noble-Cayman, and Dennis J. Lubojacky, Vice President and Chief Financial Officer of Noble-Cayman, have evaluated the disclosure controls and procedures of Noble-Cayman as of the end of the period covered by this report. On the basis of this evaluation, Mr. Williams and Mr. Lubojacky have concluded that Noble-Cayman’s disclosure controls and procedures were effective as of March 31, ~~2013.~~2014. 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-UK’s or Noble-Cayman’s internal control over financial reporting that occurred during the quarter ended March 31, ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of each of ~~Noble-Swiss~~Noble-UK or Noble-Cayman, respectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings is set forth in Notes 4 and 12 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 1A. Risk Factors

Risk Factors Relating to Our Business

The risk factor below updates and supplements the risk described under “Risk Factors Relating to Our Business” in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2013, and should be considered together with the risk factors described in that report.

Possible changes in tax laws could affect us and our shareholders.

We operate through various subsidiaries in numerous countries throughout the world. Consequently, we are subject to changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the United Kingdom, the U.S. or jurisdictions in which we or any of our subsidiaries operate or are incorporated. For example, the recently published draft legislation by the UK government could restrict deductions on certain related party transactions, such as those relating to the bareboat charter agreements used in connection with our UK continental shelf operations. If enacted, the proposed legislation is expected to become effective retroactively to April 1, 2014 and would result in an increase in the effective tax rate on our consolidated operations.

Tax laws and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based upon our interpretation of the tax laws in effect in various countries at the time that the expense was incurred. If these laws, treaties or regulations change or other taxing authorities do not agree with our assessment of the effects of such laws, treaties and regulations, this could have a material adverse effect on us, resulting in a higher effective tax rate on our worldwide earnings or a reclassification of the tax impact of our significant corporate restructuring transactions.

In addition, the manner in which our shareholders are taxed on distributions on, and dispositions of, our shares could be affected by changes in tax laws, treaties or regulations or the interpretation or enforcement thereof in the United Kingdom, the U.S. or other jurisdictions in which our shareholders are resident. Any such changes could result in increased taxes for our shareholders and affect the trading price of our shares.

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

~~The following table sets forth for~~Under UK law, the ~~periods indicated certain information with respect~~company is only permitted to ~~purchases~~purchase its own shares by way of an “off market purchase” in a plan approved by shareholders. Prior to our redomiciliation to the UK, a resolution was adopted by the Board of Directors authorizing the repurchase of 6,769,891 shares during the five-year period commencing on the date of the redomiciliation. This number of shares corresponds to the number of shares that Noble Corporation, a Swiss corporation, had authority to repurchase at the time of the redomiciliation. The company may only fund the purchase of its own shares out of distributable reserves or the proceeds of a new issue of shares made expressly for that purpose. The company currently has adequate distributable reserves to fund its currently approved repurchase plan. If any premium above the nominal value of the purchased shares is paid, it must be paid out of distributable reserves. Any shares purchased by ~~Noble-Swiss:~~the company out of distributable reserves may be held as treasury shares. During the three months ended March 31, 2014, there were no repurchases by Noble-UK of its shares.

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.~~

Item 6. Exhibits

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

SIGNATURES

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

Noble Corporation plc, a ~~Swiss corporation~~company registered under the laws of England and Wales


/s/ David W. Williams		May ~~2, 2013~~ 12, 2014
David W. Williams Chairman, President and Chief Executive Officer (Principal Executive Officer)		Date

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

Noble Corporation, a Cayman Islands company

/s/ David W. Williams		May ~~2, 2013~~ 12, 2014
David W. Williams President and Chief Executive Officer (Principal Executive Officer)		Date

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

Index to Exhibits


Exhibit Number		Exhibit

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

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

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

3.1		Articles of Association of ~~Noble-Swiss~~Noble-UK (filed as Exhibit 3.1 to ~~Noble-Swiss’ Quarterly~~Noble-UK’s Current Report on Form ~~10-Q~~8-K filed on ~~August 6, 2012~~November 20, 2013 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 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; Barclays Capital, a division of Barclays Bank PLC and HSBC Securities (USA) Inc., as Co-Syndication Agents; and Wells Fargo Securities, LLC, Barclays Capital, a division of Barclays Bank PLC, and HSBC Securities (USA) Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (filed as Exhibit 4.12 to Noble-Swiss’ Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference).

10.1*		~~Fourth~~Sixth Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors, effective ~~February 1, 2013~~as of January 30, 2014 (filed as exhibit ~~10.1~~10.24 to ~~Noble-Swiss’ Current~~Noble-UK’s Annual Report on Form ~~8-K filed on February 5,~~10-K for the year ended December 31, 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, effective as of January 30, 2014 (filed as ~~Exhibit 10.39~~exhibit 10.29 to ~~Noble-Swiss’~~Noble-UK’s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013 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 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~~Noble-UK and for Noble-Cayman.

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

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

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

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

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

~~101+~~101		Interactive Data File

*	Management contract or compensatory plan or arrangement

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

5046


		Estimated fair value
	Balance sheet classification	March 31, 2013		December 31, 2012
Asset derivatives
Cash flow hedges
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	$	—


	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	)


			Year Ending December 31,
	Total		2013⁽¹⁾			2014			2015			2016			2017-2023
	(In millions)
Contract Drilling Services Backlog
Semisubmersibles/Drillships^{(2) (6) (7)}	$	11,446	$	2,014		$	2,739		$	1,920		$	1,375		$	3,398
Jackups/Submersibles⁽³⁾		2,568		1,036			1,023			432			77			—

Total⁽⁴⁾	$	14,014	$	3,050		$	3,762		$	2,352		$	1,452		$	3,398

Percent of Available Operating Days
Committed⁽⁵⁾				74	%		55	%		27	%		12	%		4	%


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